Terms of Service

The agreement

These terms are between you and Netz Intelligence Inc., a Delaware corporation with a mailing address at 400 Rella Blvd, Ste 207-298, Montebello, NY 10901, United States.

By opening a Netz account, or by using the platform or our websites, you agree to them. If you are agreeing for a company, you confirm you are authorized to bind it, and “you” means that company.

Netz is a business service. It is not offered for personal or household use.

Your account

• You must be able to form a binding contract, and you must give us accurate information when you sign up and keep it current.
• You are responsible for everything that happens under your account, including anything done by your staff, contractors or anyone you give access to.
• You are responsible for keeping credentials secure. Tell us promptly at [email protected] if you believe an account has been compromised.
• One person must be identified as the account owner, and that person is responsible for billing and for who has access.

Getting access

Netz is currently offered by invitation. There is no self-serve signup; we approve each business individually before it can use the platform, and we may decline an application without giving a reason.

Where we give you access to a preview, beta or early-access feature, it is provided as it stands. It may change or be withdrawn, and we do not promise it will work as a finished feature does. We will tell you when something is in that category.

Your data and your materials

You keep ownership of everything you bring to or create on Netz — your catalog, your customer records, your content, your designs and your brand.

You grant us the permission we need to host, copy, transmit, display and process that material, only to provide and support the service for you, and to the extent the law requires. That permission ends when the material is deleted, except for backups that expire on their normal cycle.

We do not sell your data. We do not use one customer’s data to benefit another. How we handle personal information is set out in our Privacy Policy, which forms part of this agreement.

What you are responsible for

You are responsible for your business and for what you sell. In particular:

• That you have the right to use the material you upload, and that it does not infringe anyone’s rights.
• That your products, claims, pricing and marketing comply with the law wherever you sell.
• That you hold any license or registration your industry requires.
• That you have a privacy policy of your own, and that you meet your obligations to your customers as the controller of their data.
• Your tax position, including registering for, collecting and remitting the taxes you owe.

Sending email and SMS through Netz

If you use Netz to send messages, you are the sender. This section matters more than most: bad sending practice harms the deliverability of every other business on the platform, so we enforce it.

• Every recipient of a marketing message must have opted in, and you must be able to evidence when and how.
• You may not upload purchased, rented, scraped or otherwise non-consented lists.
• Marketing messages must carry a working unsubscribe link, and identify you by legal name and postal address. Netz includes these; you must not remove or obscure them.
• You must honor opt-outs, and must not re-add someone who has opted out.
• You must not disguise marketing as a transactional message.
• You must comply with the law that applies to you, including CAN-SPAM, CASL, the GDPR and ePrivacy rules, and the TCPA for SMS.

We monitor complaint and bounce rates. If an account puts the platform’s sending reputation at risk we may throttle or suspend its sending, and we will tell you why and what needs to change.

Acceptable use

You may not use Netz to:

• break the law, or help anyone else break it;
• sell goods or services you are not lawfully permitted to sell;
• publish content that is fraudulent, deceptive, defamatory, or that infringes someone’s intellectual property;
• make health, medical or financial claims you cannot substantiate;
• reach or attempt to reach another customer’s data, or probe, scan or disrupt the service or its infrastructure;
• reverse engineer the platform, or use it to build a competing product;
• resell, sublicense or provide the service to a third party without our written agreement;
• send malware, or use the platform to distribute unsolicited bulk messages.

Fees, billing and taxes

Your subscription fee, billing period and any usage-based charges are those set out in the order or plan you agreed with us. Unless that document says otherwise:

• Fees are billed in advance for each period and are payable in US dollars.
• Fees are exclusive of taxes. Where we are required to collect tax we will add it to your invoice.
• Payment is due on the invoice date. If a payment fails we will tell you and give you a reasonable chance to fix it before we suspend the account.
• Fees are not refundable for a period already begun, except where the law requires a refund or we have agreed otherwise in writing.
• We may change our prices. For an existing subscription a change takes effect at your next renewal, and we will give you at least 30 days’ notice.

Our rights

• Netz, the software behind it, and everything we create for the service remain ours. Nothing here transfers our intellectual property to you.
• We may change, add to, or remove features. Where a change materially reduces what you get, we will give you reasonable notice.
• We may set reasonable technical limits, and contact you about your account, security, billing and material changes to the service — you cannot opt out of those messages while you hold an account.
• We may investigate suspected breaches of these terms and take proportionate action, including suspending an account where there is a genuine risk to the platform or to other customers.

Availability and support

We work to keep Netz available and will give reasonable notice of planned maintenance where we can. We do not promise uninterrupted or error-free service, and we are not responsible for outages caused by things outside our reasonable control, including your own systems and third-party services you have connected.

Where we have separately agreed a service level with you in writing, that agreement governs availability and is the remedy for missing it.

Third-party services

Netz connects to services we do not control — payment processors, shipping carriers, advertising platforms, and apps you choose to install. Connecting one is your decision, that provider’s own terms and privacy policy apply, and we are not responsible for what they do or for the data you send them.

Confidentiality

Each of us may learn things about the other that are not public. Both of us agree to use that information only to perform this agreement, to protect it as carefully as we protect our own, and not to disclose it except to people who need it and are under a similar obligation.

This does not apply to information that is already public, that the receiving party already had, that it develops independently, or that it must disclose by law — in which case it will tell the other party first if it lawfully can.

Privacy and data protection

For personal information in your Netz account you are the controller and we are the processor. We process it on your documented instructions, keep it confidential, apply appropriate security, and help you respond to requests from your customers and to your own obligations.

We engage sub-processors to provide the service and remain responsible for their performance. Where the law requires a data processing agreement, ours applies and is available on request.

Feedback

If you send us ideas or suggestions about the product, we may use them without restriction and without owing you anything. We will not identify you as the source without your permission.

Intellectual property complaints

If you believe material on Netz infringes your intellectual property, write to [email protected] with enough detail to identify the material, the right you hold, and your contact details. We investigate credible reports and may remove material or suspend accounts where appropriate.

Warranties and liability

The service is provided as it is. To the fullest extent the law allows, we disclaim implied warranties of merchantability, fitness for a particular purpose and non-infringement.

Neither party is liable to the other for indirect, incidental, special, consequential or punitive damages, or for lost profits, lost revenue, lost data or business interruption, even if it was warned they were possible.

Each party’s total liability arising out of or relating to this agreement is limited to the fees you paid us in the twelve months before the event that gave rise to the claim.

These limits do not apply to your obligation to pay fees, to either party’s breach of confidentiality, to your indemnity below, or to anything that cannot be limited by law.

Indemnity

You will defend us against third-party claims arising from what you sell, the material you upload, your messaging practices, your breach of these terms, or your infringement of someone’s rights, and you will cover the damages and reasonable costs finally awarded. We will tell you promptly about any such claim and let you control the defense, and you will not settle in a way that imposes an obligation on us without our agreement.

Ending the agreement

You may stop using Netz and close your account at any time. Fees already due remain payable and fees for a period already begun are not refunded.

We may suspend or terminate your access if you materially breach these terms and do not fix it within 15 days of us telling you, if you do not pay, if your use creates a legal or security risk, or if you become insolvent. Where the risk is immediate we may suspend first and explain immediately afterwards.

After termination you have 30 days to export your data, after which we delete it in line with our Privacy Policy. Sections that by their nature should survive — fees owed, confidentiality, liability, indemnity and governing law — survive.

Changes to these terms

We may update these terms. For a material change we will give at least 30 days’ notice by email or in the product before it takes effect. If you do not accept the change, you may close your account before it applies; continuing to use Netz after that means you accept it.

Governing law and general terms

This agreement is governed by the laws of the State of Delaware, without regard to its conflict-of-laws rules, and the state and federal courts located in Delaware have exclusive jurisdiction. Both parties consent to that jurisdiction and venue.

• This agreement, together with the Privacy Policy and any order you signed, is the entire agreement between us on this subject.
• If a provision is held unenforceable, the rest continues in force and that provision is applied as closely as possible to its original intent.
• Failing to enforce a provision is not a waiver of it.
• You may not assign this agreement without our written consent. We may assign it in connection with a merger, acquisition or sale of assets.
• Neither party is liable for delay or failure caused by events beyond its reasonable control.
• We are independent contractors. Nothing here creates a partnership, agency or employment relationship.
• Notices to us go to [email protected]; notices to you go to the email on your account.

Contact

Questions about these terms go to [email protected].

Netz Intelligence Inc., 400 Rella Blvd, Ste 207-298, Montebello, NY 10901, United States.