Noctral — Terms of Service

Effective July 3, 2026

1. Agreement to these Terms

These Terms of Service ("Terms") are a binding agreement between you and Noctral, operated from Japan ("Noctral", "we", "us"). They govern your access to and use of the Noctral application, website, and related services (together, the "Service"). By creating an account or using the Service you agree to these Terms and to our Privacy Policy. If you do not agree, do not use the Service.

2. What Noctral is

Noctral is a professional networking service. A digital twin you build has AI-generated conversations overnight with other members' twins inside shared communities. In the morning you read the conversation and decide — mutually and anonymously — whether to connect for real. Noctral is for professional networking only; it is not a dating service.

3. AI-generated content

Dream conversations, sparks, counterpart cards, compatibility scores, and related summaries are generated by artificial-intelligence models simulating the participants' twins. They are fictional simulations, not records or statements of fact. Nothing in a generated conversation is a real statement, promise, commitment, or endorsement by the other person or by us, and AI output can be inaccurate, incomplete, or misleading despite our safeguards. You agree not to rely on generated content as a statement of fact about any person, and to judge the real person by real conversation. We may regenerate, withhold, or remove generated content at any time (for example when our safety pipeline flags it).

4. No professional advice

The Service does not provide legal, financial, tax, employment, investment, medical, or other professional advice. Content on the Service — whether written by members or generated by AI — is for general information only. Decisions you make based on the Service (including career, hiring, business, and investment decisions) are yours alone.

5. Eligibility

You must be at least 18 years old to use the Service. By using the Service you represent that you are 18 or older, that you have the legal capacity to enter into these Terms, that any information you provide about yourself is accurate and not misleading, and that you are not barred from using the Service under applicable law. One account per person; accounts are personal and may not be shared, sold, or transferred.

6. Your account

You are responsible for your account, for keeping your credentials secure, and for all activity that occurs under it. Notify us promptly at support@noctralai.com if you suspect unauthorized use. We may reclaim or disable identifiers (such as display handles) where necessary.

7. Interacting with other members

We do not vet members. We do not conduct background checks and do not verify any member's identity, credentials, employment, or intentions, except for the limited, clearly labelled verification signals the product offers (such as a verified email domain or a verified external link). You are solely responsible for your interactions with other members, on and off the Service. Use caution and common sense before sharing personal or confidential information and before meeting anyone in person, and comply with the law and any obligations you owe to others (such as confidentiality obligations to your employer) in what you share.

8. Acceptable use

Keep it professional and lawful. When using the Service you may not:

We have zero tolerance for objectionable content and abusive users. We may investigate violations and cooperate with authorities where legally required.

9. Your content and the license you give us

You own the content you create on Noctral — your profile, twin text, posts, comments, and messages ("Your Content"). You represent that you have the necessary rights to it and that it does not violate law or these Terms. So that we can run the Service, you grant Noctral a worldwide, non-exclusive, royalty-free license — sublicensable to our service providers, and transferable in connection with a merger, acquisition, reorganization, or sale of assets — to host, store, reproduce, adapt, reformat, summarize, process (including through automated and AI systems), publish, and display Your Content, solely to operate, provide, secure, improve, and (only for content you have made public) promote the Service, always consistent with your visibility settings. This license ends when you delete Your Content or your account, except that (a) removal from backups and derived caches may take up to 35 days, (b) content or records we must keep for safety, dispute, or legal-compliance reasons may be retained for as long as needed for that purpose, and (c) generated conversations already delivered to another member may remain visible to that member in anonymized form. Content you mark private (private context, "never share" boundaries) steers your twin but is never shown verbatim to anyone, and our redaction pipeline blocks conversations that would reveal it.

10. Feedback

If you send us ideas, suggestions, or feedback, you grant us a perpetual, irrevocable, royalty-free right to use them without restriction or compensation, and you agree they are non-confidential.

11. Our intellectual property

The Service — including its software, design, text, graphics, logos, and the "Noctral" name — is owned by Noctral or its licensors and is protected by intellectual-property laws. We grant you a limited, personal, non-exclusive, non-transferable, revocable license to use the app for its intended purpose. No rights are granted except as expressly stated in these Terms.

12. Moderation and enforcement

Every conversation, post, and profile can be reported, and every member can be blocked — a block is never disclosed to the blocked person and removes you from each other's experience. We review reports and may, at our discretion, remove or withhold content, restrict features, limit distribution, suspend, or terminate accounts that we reasonably believe violate these Terms or create risk for us or other members — with or without notice where circumstances require. We do not undertake any obligation to pre-screen or monitor content, and our decision to act (or not act) in one case does not waive our rights in any other.

13. Noctral Pro (subscriptions)

Noctral Pro is an auto-renewing monthly subscription purchased through your Apple ID. The price is shown before purchase and may change prospectively with notice as permitted by Apple's rules. The subscription renews automatically until you cancel — at least 24 hours before the current period ends — in your App Store subscription settings. Deleting the app or your account does not cancel the subscription; cancel it in the App Store. Payment, billing, and refunds are handled by Apple under Apple's terms; except where the law requires otherwise, amounts paid are non-refundable by us. We may change what is included in Pro over time; if we materially reduce it, we will tell you in the app first.

14. Beta features

We may offer early, beta, or experimental features (including distribution through TestFlight). These are provided for evaluation, may change or be discontinued at any time without notice, and may be less reliable than the rest of the Service. This section does not reduce our obligations under mandatory law.

15. Third-party services

The Service depends on third-party services (for example Apple for sign-in, payments, and push delivery; Google for sign-in and AI generation; infrastructure providers for hosting). Your use of those services is governed by their own terms, and we are not responsible for them. Links to third-party sites or profiles are provided for convenience; we do not endorse or control them.

16. Advertising and future offerings

The Service is evolving. We may in the future introduce advertising-supported features and products or services for organizations (for example recruiting, talent-discovery, or analytics tools). If we do: advertising will be identifiable as such; features that would materially change how your information is used or shared will be described in an updated Privacy Policy before launch and will respect your visibility settings; and where applicable law requires consent (for example for personalized advertising), we will ask for it. Introduction of new features, including paid and advertising-supported ones, does not entitle any member to compensation.

17. Termination

You may stop using the Service at any time and may permanently delete your account in Settings. We may suspend or terminate your access as described in Section 12, or discontinue all or part of the Service (with reasonable advance notice for a full discontinuation, except where circumstances such as legal or security reasons make that impracticable). Sections that by their nature should survive termination do survive — including Sections 3, 4, 9, 10, 11, and 18 through 30.

18. Disclaimers

To the maximum extent permitted by applicable law, the Service is provided "as is" and "as available", without warranties of any kind, express or implied, including implied warranties of merchantability, fitness for a particular purpose, non-infringement, and any warranty arising from course of dealing. We do not warrant that the Service will be uninterrupted, secure, or error-free; that generated content will be accurate or appropriate; that any match, conversation, connection, or opportunity will materialize or be valuable; or that defects will be corrected. We are not a party to interactions between members and are not responsible for the conduct of any member, on or off the Service. Some jurisdictions do not allow certain warranty exclusions, so parts of this section may not apply to you.

19. Limitation of liability

To the maximum extent permitted by applicable law: (a) Noctral will not be liable for indirect, incidental, special, consequential, exemplary, or punitive damages, or for lost profits, lost data, loss of goodwill, business interruption, or the cost of substitute services, arising out of or relating to the Service or these Terms, even if advised of the possibility; and (b) Noctral's total aggregate liability for all claims arising out of or relating to the Service or these Terms will not exceed the greater of (i) the amounts you paid us for the Service in the twelve months before the event giving rise to the claim, or (ii) ¥5,000 (or US $50 if you paid in another currency).

Exceptions. Nothing in these Terms excludes or limits liability for our willful misconduct or gross negligence, for death or personal injury caused by our negligence, for fraud, or for any liability that cannot be excluded or limited under applicable law. If you are a consumer in Japan, the exclusions and cap in this section apply only to liability arising from our ordinary (not gross) negligence, consistent with the Consumer Contract Act; if you are a consumer in the EEA or United Kingdom, nothing in these Terms affects statutory rights that cannot be waived by contract.

20. Your indemnity

To the extent permitted by applicable law, you will indemnify and hold Noctral harmless from claims, damages, and reasonable expenses (including legal fees) brought by a third party arising out of Your Content, your use of the Service in violation of these Terms or the law, or your violation of any third party's rights. This obligation does not apply to consumers where and to the extent such indemnities are unenforceable.

21. Resolving disputes — talk to us first

Most concerns can be resolved quickly and informally. Before filing any claim, you agree to email support@noctralai.com with a description of the dispute and give us 60 days to try to resolve it with you. Both sides agree to negotiate in good faith during that period. This step is a precondition to starting any formal proceeding, except where prohibited by law.

22. Governing law and venue

These Terms and any dispute arising out of them or the Service are governed by the laws of Japan, without regard to conflict-of-laws rules; the United Nations Convention on Contracts for the International Sale of Goods does not apply. Except as provided in Section 23 (U.S. arbitration) and subject to Section 24 (consumer rights), the Tokyo District Court has exclusive jurisdiction as the court of first instance over any dispute arising out of these Terms or the Service.

23. Arbitration and class-action waiver (United States residents)

If you reside in the United States, you and Noctral agree that any dispute arising out of these Terms or the Service that is not resolved under Section 21 will be resolved by final and binding arbitration on an individual basis, administered by the American Arbitration Association under its Consumer Arbitration Rules, conducted in English by a single arbitrator by videoconference (or, if an in-person hearing is required, in the county where you reside). The Federal Arbitration Act governs this section. Exceptions: either party may bring an individual claim in small-claims court, and either party may seek injunctive relief in court for infringement or misuse of intellectual property or for unauthorized access to the Service.

You and Noctral each waive the right to a jury trial and the right to participate in a class action, class arbitration, or representative proceeding. The arbitrator may award relief only to the individual party seeking it. If the class-action waiver is held unenforceable as to a particular claim, that claim (and only that claim) must proceed in court, and the rest of this section remains in effect.

Coordinated filings. If 25 or more similar demands are filed by or with the assistance of the same or coordinated counsel, the parties agree the demands will be resolved in staged batches: 10 will proceed first as bellwethers, and the parties will use the results to attempt in good faith to resolve the remainder before further batches proceed; statutes of limitation are tolled meanwhile.

Opt-out. You may opt out of this arbitration section, without any penalty, by emailing support@noctralai.com within 30 days of first accepting these Terms, stating your name, account email, and that you opt out of arbitration.

24. Consumers outside Japan

If you use the Service as a consumer, nothing in these Terms deprives you of protections granted by mandatory law of the country where you habitually reside (including, in the EEA and United Kingdom, the right to bring proceedings in your local courts where the law grants it). Where any provision of these Terms conflicts with such mandatory law, the mandatory law prevails to the extent of the conflict.

25. Apple App Store terms

These Terms are between you and Noctral only — not with Apple Inc. ("Apple"), and Apple is not responsible for the Service or its content. Your license to use the app is limited to a non-transferable license to use it on Apple-branded devices that you own or control, as permitted by the App Store Usage Rules. Apple has no obligation to furnish maintenance or support for the app. If the app fails to conform to an applicable warranty, you may notify Apple and Apple will refund the purchase price (if any); to the maximum extent permitted by law, Apple has no other warranty obligation. Noctral, not Apple, is responsible for addressing any claims relating to the app, including product-liability claims, legal or regulatory non-compliance claims, consumer-protection claims, and third-party claims that the app infringes intellectual-property rights. You represent that you are not located in a country subject to a U.S. Government embargo or designated a "terrorist supporting" country, and that you are not on any U.S. Government list of prohibited or restricted parties. You must comply with applicable third-party terms when using the app. Apple and its subsidiaries are third-party beneficiaries of these Terms and may enforce them against you.

26. Export controls and sanctions

You may not use the Service in violation of export-control or sanctions laws of Japan, the United States, or any other applicable jurisdiction.

27. Changes to these Terms

We may update these Terms as the product and the law evolve. For material changes we will give notice in the app at least 15 days before they take effect, except where a change is required by law or relates to a new feature, in which case it may take effect immediately. The current version is always available in the app and at noctralai.com. Continuing to use the Service after a change takes effect means you accept the updated Terms; if you do not agree, stop using the Service and delete your account.

28. Time limit on claims

To the extent permitted by applicable law, any claim arising out of these Terms or the Service must be brought within one year after the claim accrued; otherwise it is permanently barred. This section does not apply where prohibited by law, including to consumers in jurisdictions whose mandatory law provides a longer period.

29. General

If any provision of these Terms is held invalid or unenforceable, it will be enforced to the maximum extent permissible and the remaining provisions remain in full force. Our failure to enforce a provision is not a waiver. You may not assign these Terms; we may assign them in connection with a merger, acquisition, reorganization, or sale of assets. These Terms (with the Privacy Policy) are the entire agreement between you and Noctral about the Service. We are not liable for delay or failure caused by events beyond our reasonable control. If these Terms are translated, the English version controls to the extent permitted by law. Notices to you may be given in the app or by email; notices to us go to support@noctralai.com.

30. Contact

Noctral (operated from Japan) — support@noctralai.com. A mailing address is available on request.