NETSTOCK Subscription Agreement
Effective date: July 16, 2018
Thank you for your interest in NETSTOCK products.
1. User's Acknowledgment and Acceptance of Terms
These NETSTOCK terms & conditions govern your acquisition and use of NETSTOCK’s services. If you are entering into this agreement on behalf of a company or other legal entity, you represent that you have the authority to bind such entity and its affiliates to these terms, in which case the terms “you” or “your” shall refer to such entity and its affiliates. If you do not have such authority, or if you do not agree with these terms, you must not accept this agreement and may not use the Services.
The Software is copyrighted and licensed (not sold) to you on a subscription basis. Taking any step to use and/or log-in to the Software constitutes your assent to and acceptance of this agreement. Written approval is not a prerequisite to the validity or enforceability of this agreement. Your use of the Software is expressly made conditional on your assent to the terms and conditions set forth herein.
This Subscription Agreement (the “Subscription Agreement”) also applies to any software licensed by the Company to the Subscriber as described at www.netstock.co (the “Software”).
The Subscriber agrees that all use of the Software shall be subject to the specifications, fees, features, scope, duration and such additional terms and conditions, which are specified in the Service order or orders made by and between the Subscriber and the Company (collectively the “Commercial Agreement”), as executed, signed or otherwise authorized by the Subscriber in conjunction with the Subscriber's payment for the license to use the Software. The additional terms and conditions of the commercial agreement are hereby incorporated by reference into this subscription agreement, and any reference to the subscription agreement shall include the commercial agreement.
No direct competitor of the Company may be a Subscriber, and direct competitor of the Company are prohibited from accessing the Software for any purpose, including but not limited to monitoring its availability, performance or functionality, or for any other benchmarking or competitive purposes.
In addition to the capitalized terms defined above in the Subscription Agreement, the following definitions apply to this Subscription Agreement.
“Data” means any data inputted or made available by (or authorised by) the Subscriber into the Website.
“Intellectual Property Right” means any patent, trademark, service mark, copyright, right in a design, know-how and any other intellectual property rights, anywhere in the world whether or not registered.
“Invited User” means any person or entity that uses the Services with the authorisation of the Subscriber from time to time.
2. End User License Agreement (Use of Software)
The Company grants to the Subscriber the right to access and use the Services, Software and Website provided by the Company via the Subscriber’s database name as loaded onto the Website for the particular Invited User roles available to the Subscriber. This right is non-exclusive, non-transferable, and limited by and subject to the Terms and Use. The Subscriber acknowledges and agrees that:
Subscriber will provide the Company’s technical team limited and supervised access to the Subscriber’s Data server for the purpose of loading Our ERP Connector www.netstock.tv/erp-connector and available Data extractors for selected ERP’s and accounting systems. The Company is not responsible for the Subscriber’s Data and the Subscriber shall backup and preserve all Data.
Subscriber will be responsible for providing a Data extractor to create the inventory Data files needed for the Software.
If the Subscriber uploads Data back to Subscriber’s ERP or accounting System, then the Subscriber will be responsible for creating or acquiring the Software needed to import this Data from the Software.
The Subscriber shall designate a system administrator (the “Administrator”)who will be responsible for Software updates. The Company will register the Administrator in the Software and provide a temporary password via email to the Administrator.
The Administrator will designate each Invited User and determine the level of access to the relevant organisation Data and Services for each Invited User.
The Subscriber is responsible for use of the Service and Software by each Invited User.
The Subscriber and the Administrator control each Invited User’s level of access to the Subscriber’s Data and Services at all times and can revoke or change an Invited User’s access, or level of access, at any time and for any reason, in which case that Invited User will cease to be an Invited User or shall have that different level of access, as the case may be.
If there is any dispute between the Subscriber or Administrator and an Invited User regarding access to any organisation or Service, the Subscriber shall decide what access or level of access to the relevant Data or Services that Invited User shall have, if any.
The Subscriber shall ensure that all usernames and passwords required to access the Services are kept secure and confidential. The Subscriber shall immediately notify the Company of any unauthorised use of passwords or any other breach of security, and then the Company will reset affected password(s). The Subscriber shall also take all other actions that the Company determines to maintain or enhance the security of the Company’s computing systems and networks and the Subscriber’s access to the Services.
As a condition of Subscriber’s access to and use of the Services, the Subscriber shall not:
attempt to undermine the security or integrity of the Company’s computing systems or networks or, where the Services are hosted by a third party, that third party's computing systems and networks;
use, or misuse, the Services in any way which may impair the functionality of the Services, Website or other systems used to deliver the Services or impair the ability of any other user to use the Services or Website, including by misusing the Services in a manner that materially exceeds reasonable usage or use patterns over any month or by using the Services in a malicious, fraudulent or unlawful manner;
attempt to gain unauthorised access to any materials other than those to which the Subscriber has been given express permission to access or to the computer system on which the Services are hosted;
transmit, or input into the Website, any files that may damage any other person's computing devices or software, any content that may be offensive, or material or Data in violation of any law (including Data or other material protected by copyright or trade secrets which the Subscriber does not have the right to use); and
attempt to modify, copy, adapt, reproduce, disassemble, decompile or reverse engineer any computer programs used to deliver the Services or to operate the Website except as expressly authorised by the Company.
The Subscriber has read and understands the technical requirements at www.netstock.tv for “How to implement the App” and “Technical Info” that details “Data interface requirements”, “ERP Connector” and “Security.”
The Subscriber agrees that the use of the Services may be subject to limitations. Any such limitations may be varied by the Company at the sole discretion of the Company and the Subscriber will be advised from time to time. Any limitations will remain in effect for the duration of the Subscriber’s license to use the Services and Software any subsequent renewal period.
3. Description of Services
4. Registration Data and Privacy
5. Conduct on Site
Your use of the Website or the NETSTOCK.co community or wiki webpage is subject to all applicable laws and regulations, and the Subscriber is solely responsible for the content of the Subscriber’s communications through the Website. By posting information in or otherwise using any communications service, chat room, message board, newsgroup, software library, or other interactive service that may be available (collectively the “Communications”) to the Subscriber and its Invited Users on or through this Website, the Subscriber agrees that Invited Users will not upload, share, post, or otherwise distribute or facilitate distribution of any content — including text, communications, software, images, sounds, data, or other information — that:
is unlawful, threatening, abusive, harassing, defamatory, libellous, deceptive, fraudulent, invasive of another’s privacy, tortious, contains explicit or graphic descriptions or accounts of sexual acts (including but not limited to sexual language of a violent or threatening nature directed at another individual or group of individuals), or otherwise violates rules or policies of the Company;
victimizes, harasses, degrades, or intimidates an individual or group of individuals based on religion, gender, sexual orientation, race, ethnicity, age, or disability;
infringes on any Intellectual Property Right of another party;
constitutes unauthorized or unsolicited advertising, junk or bulk email (also known as “spamming”), chain letters, any other form of unauthorized solicitation, or any form of lottery or gambling;
contains software viruses or any other computer code, files, or programs that are designed or intended to disrupt, damage, or limit the functioning of any software, hardware, or telecommunications equipment or to damage or obtain unauthorized access to any data or other information of any third party; or
impersonates any person or entity, including any Company employee or representative.
The Company is not responsible for any failure or delay in removing such content. The Subscriber hereby consents to such removal and waives any claim against the Company arising out of such removal of content. See “Use of Your Materials” below for a description of the procedures to be followed in the event that any party believes that content posted on the Website infringes on any Intellectual Property Right of any other party.
The Subscriber account shall not be used to breach security of another account, and the Subscriber shall not attempt to gain unauthorized access to another network or server.
Not all areas of the Website may be available to the Subscriber or Invited Users. The Subscriber shall not interfere with the rights of other users to use and enjoy the Website or other similar Services. If the Subscriber or its Invited Users violate systems or network security, they may incur criminal or civil liability.
The Subscriber agrees that the Company may at any time, and in the sole discretion of the Company, terminate the Subscriber’s membership, account, or other affiliation with the Website without prior notice to the Subscriber, for violating any of the above provisions.
In addition, the Subscriber agrees to cooperate fully with investigations of violations of systems or network security at other sites, including cooperating with law enforcement authorities in investigating suspected criminal violations.
6. Orders and Payment
The Subscriber agrees to pay the Company the fees described in the Commercial Agreement. If the Subscriber fails to pay any undisputed fees due pursuant to the Commercial Agreement within seven (7) days of when such fees are due then the Company may revoke the Subscriber’s license to use the Software.
If any dispute exists with respect to any fees invoiced by Company, Subscriber will pay the amount of fees not in dispute to Company, and provide Company with a written memorandum within 7 days specifying the disputed portion of the invoiced amount and the basis for such dispute.
Company will continue to provide service for a maximum of 60 days (“dispute resolution period”) from receipt of the notice of dispute.
Company will endeavor to resolve the dispute or advise at its earliest time that it is unable to resolve the dispute then the Subscriber will have the option to continue with the Service for the remainder of dispute resolution period without payment or immediately cancel the Service. If after the dispute resolution period the Subscriber wishes to continue with the Service then all outstanding invoices will need to be paid whether in dispute or not. Should the overdue invoices remain outstanding beyond the dispute resolution period Company will have the absolute right to withhold or cancel the Service to the Subscriber.
Any refund or credit due to Subscriber will be immediately applied by Company to Subscriber’s account. Usage fees detailed in Your Commercial Agreement and as published from time to time are the amounts due to the Company and exclude any applicable taxes which will be chargeable at the then prevailing rate.
The Subscriber will be responsible for the payment of any taxes imposed by any governmental taxing authority, but in no event will Subscriber liable for any taxes imposed on Company’s income, business operations, payroll, or property.
Fees shall be payable monthly or annually (as selected by the Subscriber in the Commercial Agreement) and due upon receipt of invoice. If the Subscriber fails to pay any undisputed amounts when due and payable to the Company or fails to comply with any Company credit arrangement, then the Company may decline to deliver Software or Services or both.
All payments shall be made via electronic transfer using Company invoice numbers as a reference. Proof of payment shall be provided by Subscriber to firstname.lastname@example.org or such address as the Company may request from time to time.
All Subscriber payments shall be made free of set-off, bank charges, withholding taxes, commission or any other deduction and the Subscriber shall not have the right to defer, adjust or withhold any payment due to the Company.
7. Support Services
During the first 3 months of Service, the Company shall provide email assistance in the use of the Service to the Subscriber without charge. Thereafter support will be charged at Company standard hourly rates. Support shall be available from 9am to 5pm in the following time zones GMT, CST, AEST and CAT from Monday to Friday with the exclusion of local public holidays. The level of support Company will provide to Subscriber will be no less than highest level of support available to the Company’s customers on similar standard Terms and Conditions.
8. Third Party Sites and Information
The Website may provide links to other sites on the Internet or otherwise include references to information, documents, software, materials and/or Services provided by other parties.
These sites may contain information or material that some people may find inappropriate or offensive. These other sites and parties are not under Company control, and the Subscriber acknowledges that the Company is not responsible for the accuracy, copyright compliance, legality, decency, or any other aspect of the content of such sites, and is not responsible for errors or omissions in any references to other parties or their products and services.
The inclusion of such a link or reference is provided merely as a convenience and does not imply endorsement of, or association with any Internet site or party, and no warranty of any kind, either express or implied is made.
9. Intellectual Property Information
The Company owns Intellectual Property Rights to the trade name NETSTOCK and all rights are reserved by the Company.
Except for a single copy made for personal use only, the Subscriber may not copy, reproduce, modify, republish, upload, post, transmit, or distribute any documents or information from the Website in any form or by any means without prior written permission from the Company or the specific content provider, and the Subscriber is solely responsible for obtaining permission before reusing any copyrighted material that is available on the Website. Any unauthorized use of the materials appearing on the Website may violate copyright, trademark and other applicable laws and could result in criminal or civil penalties.
The Company and its Affiliates do not warrant or represent that use of materials displayed on, or obtained through, the Website will not infringe the rights of third parties. The following are registered trademarks, trademarks or service marks of the Company or its Affiliates: NETSTOCK.co, NETSTOCK.tv, Netstock-europe.com, NETSTOCK.co.za, NETSTOCK.com.au. All custom graphics, icons, logos and service names are trademarks or service marks of the Company or its Affiliates. All other trademarks or service marks are property of their respective owners.
10. Ownership of Your Data
The Subscriber retains ownership of and all Intellectual Property Rights to the Subscriber’s Data. However, Subscriber access to Data in the Software is contingent upon full payment to the Company of fees when due.
The Subscriber grants the Company a licence to use, copy, transmit, store, and backup Subscriber information and Data for the purposes of enabling the Subscriber to access and use the Services and for any other purpose related to provision of Services.
11. Backup of data
The Subscriber agrees that it is the responsibility of the Subscriber to maintain copies of all Subscriber Data. While the Company shall maintain procedures to prevent Data loss, including a daily system data backup regime, the Company does not guarantee that there will be no loss of Data. In no event shall the Company be liable to the Subscriber for any loss of Data (including Data archived).
12. Accuracy of Data
The Subscriber acknowledges and agrees that the Subscriber shall be solely responsible for the accuracy of Data and the input, electronic download or upload any Data into or from the Software. The Company shall not have any obligation to ensure that Subscriber Data on the Website is an accurate representation of actual business data.
13. Privacy information
In summary, the Company does not:
Sell or rent personal information to anyone.
Share personal information with anyone (other than permitted Company promotional use).
Review, share, distribute, print, or reference any Customer financial data, inventory data, or supplier data except as may be required by law.
View or access individual records without Subscriber permission.
14. Disclaimer of Warranties
All services are provided “AS IS,” and “AS AVAILABLE” basis without warranty of any kind. Use of the Services, including any online or offline software, and content therein, is entirely at the user’s own risk and to the maximum extent permitted by applicable law, the Company, its affiliates, licensors, third-party content and service providers, distributors, resellers and suppliers (collectively “Suppliers”) disclaim all warranties.
Suppliers make no warranty that
the Services will meet subscriber requirements;
the Services will be uninterrupted, timely, secure, or error-free;
the results that may be obtained from the use of the Services will be effective, accurate or reliable; or
the quality of any products, services, or information purchased or obtained by you from the website, from the Company or our affiliates will meet subscriber’s expectations or be free from mistakes, errors or defects.
The Services provided could include technical or other mistakes, inaccuracies or typographical errors. The Company may make changes to the Services at the website, including the prices and descriptions of any products listed herein, at any time without notice. The Services may be out of date, and we make no commitment to update such services.
The use of the Services or other acquisition of any other third party service through this site is done in Subscriber’s own discretion and risk and with the Agreement that the Subscriber will be solely responsible for any damage to computer systems or loss of data that results from such activities.
No warranty, express or implied, is made as to fitness for a particular purpose, title, merchantability, non-interference with or non-infringement of any intellectual property rights, and similar laws of any jurisdiction.
The Suppliers do not warrant the accuracy, reliability, completeness, usefulness, quality or any content in The Services, including content posted on or linked from the Services.
The Suppliers do not warrant that the Services are secure, free from bugs, viruses, interruption, errors, theft or destruction or that the Services will meet Subscriber’s requirements.
The Subscriber assumes all risks associated with using or relying on content. If the exclusions for implied warranties are limited by applicable law, any implied warranties or conditions are limited in duration to 60 days from the date of purchase or delivery of the Services, whichever is sooner.
The Suppliers are not responsible for any transactions for merchandise or services offered by any third party, including, but not limited to the purchase terms, payment terms, warranties, guarantees, maintenance and delivery terms relating to such transactions, and the Subscriber acknowledges and agrees that all such transaction terms are solely between the seller or purchaser of such merchandise and services and the Subscriber.
The Suppliers are not engaged in rendering legal, financial, accounting or other professional service. If such assistance is required, the Service of a competent professional should be sought.
The Suppliers expressly disclaim any representations or warranties that use of the Services will satisfy any statutory or regulatory obligations, or will assist with, guarantee or otherwise ensure compliance with any applicable laws or regulations, including but not limited to the accountability act of 1996 (“HIPAA”), the Sarbanes-Oxley Act of 2002, the Gramm-Leach-Bliley Act of 1999, or other Federal or State Statutes or Regulations. the subscriber is solely responsible for ensuring that use of the Services is in accordance with applicable law.
The Subscriber understands and agrees that temporary interruptions of the Services may occur as normal events, and the Company has no control over third party networks accessed in the course of the use of the Website. Any delays or disruption of other network transmissions are completely beyond the control of the Company.
The Subscriber understands and agrees that the Services are provided “AS IS” and that the Company assumes no responsibility for the timeliness, deletion, non-delivery or failure to store any user communications or personalization settings.
15. Limitation of Liability
Neither Subscriber nor the Company shall be liable to one another or to any third party for any loss arising from the use of the Software or Services unless due to the intentional act or gross negligence of either party or their respective affiliates, and then such liability shall be limited to an amount not to exceed fees paid by the Subscriber to the Company during the twelve (12) month period immediately preceding the event giving rise to such claim.
In no event shall the Subscriber or Company or their respective affiliates be liable to one another or to any third party for any special, punitive, incidental, indirect or consequential damages of any kind, or any damages whatsoever, including, without limitation, those resulting from loss of use, loss of data or profits, whether or not arising out of or in connection with the use of this service or of any web site or software referenced or linked to from this site.
The Company and its affiliates shall not be liable to the Subscriber or to any third party for any loss relating to telecommunication failures, internet and electronic communications failures, delays or limitations, loss, corruption, security or theft of data, viruses, spyware, loss of business, revenue, profits or investment, tax positions taken by the Subscriber with regard to the Services, and the Subscriber acknowledges and agrees that the foregoing matters are not under the direction or control of the Company or its affiliates.
The Subscriber and Company agree that the limitations and exclusions of damages set forth above are fundamental elements of the basis of the bargain between the Subscriber and the Company and that the Company would not provide the Services or Software or both without such limitations and exclusions. The Subscriber and the Company acknowledge and agree that the limitations of and exclusions from liability contained in this subscription agreement are a fair and reasonable allocation of the risk.
The Subscriber shall defend, indemnify, and hold harmless the Company and its Affiliates from all liabilities, claims, and expenses, including attorney’s fees, that arise from the Subscriber’s use or misuse of the Website, Software and Services.
The Company reserves the right to assume the exclusive defense and control of any matter subject to indemnification by the Subscriber, in which event the Subscriber shall cooperate in asserting any available defenses and shall reimburse the Company for all defense costs, including legal fees, incurred.
17. Security and Password
The Subscriber is solely responsible for maintaining the confidentiality and security of password and account information. Company personnel will never ask for a password. The Subscriber may not transfer or share account information or passwords with anyone other than the Subscriber’s Invited Users and Administrator, and the Company reserves the right to immediately terminate the Subscriber’s account if passwords or account information is made available to unauthorized parties.
18. Participation in Promotions
From time to time, the Website may include advertisements offered by third parties. the Subscriber may enter into correspondence with or participate in promotions of the advertisers showing their products on the Website, and may purchase goods and services pursuant to such promotions and advertising.
Provided however, the Company shall have no liability to the Subscriber for such purchases, and the Company shall not be responsible for the delivery of goods or services, or for any other terms, conditions, warranties or representations associated with such correspondence or promotions, as such responsibility rests solely the advertiser.
19. E-mail, Messaging, Blogging, Learning Management Services and Chat Services
We may make Communications available to users of the Website, either directly or through a third-party provider. The Company may make available separate supplemental agreements characterizing the Communications relationship.
The Company may employ automated monitoring devices or techniques to protect users from mass unsolicited communications (also known as “spam”) and from other types of electronic communications that the Company deems inconsistent with Company business purposes.
The Company shall not be responsible for any legitimate communication that is blocked, or for any unsolicited communication that is not blocked.
Mailboxes may have a limited storage capacity. If the Subscriber exceeds the maximum permitted storage space, automated devices may delete or block email messages that exceed the limit and the Company will not be responsible for such deleted or blocked messages.
20. International Use
Although the Services may be accessible worldwide, the Company makes no representation that Services are appropriate or available for use in locations outside Australia, Germany, the United Kingdom and the United States of America (collectively the “Designated Locations”).
The Subscriber may not access Services from territories where the contents are illegal is prohibited. If the Subscriber chooses to access the Services from locations other than the Designated Locations, the Subscriber does so on their own initiative and are responsible for compliance with local laws.
21. Termination of Use
The Services shall continue until terminated by the Company upon written notice of termination not less than sixty (60) days in advance, or until terminated by the Subscriber upon written notice of termination not less than thirty (30) day in advance, or as otherwise provided in this Subscription Agreement.
Upon termination or suspension, the Subscriber’s right to use the Services available on the Website immediately ceases, and the Subscriber acknowledges and agrees that the Company may immediately deactivate or delete the Subscriber’s account and all Data.
The Company shall not be liable to the Subscriber or to any third party for any claims or damages arising out of any termination or suspension of Services any other actions taken by the Company in connection with such termination or suspension.
22. Data Retention Policy
Subscriber Data uploaded or imported to the Subscriber’s account will be stored on Company servers until Services are terminated or the Subscriber requests deletion of the Data.
It is the responsibility of the Subscriber to contact the Company prior to terminating the Services to request removal of Data. Data removal requests may be made to the Company by email from the Administrators to email@example.com.
Once this Data is deleted, the deletion may not be reversed and the Data may not be recovered.
Upon termination of the Services, the Company shall delete all Subscriber Data within three (3) months after termination.
23. Governing Law and Jurisdiction
The Services (excluding any linked sites) are controlled by the Company from Company offices located in Oxfordshire, United Kingdom. Services can be accessed globally where there is legal access to the internet.
As laws that may differ from country to country and region to region, by accessing this Website the Subscriber agrees that the statutes and laws applicable to the United Kingdom, without regard to the conflicts of laws principles thereof and the United Nations Convention on the International Sales of Goods, will apply to all matters relating to the use of the Website and the purchase of products and Services available through the Website.
This Subscription Agreement and all matters arising from it and any dispute resolutions referred to below shall be governed by and construed in accordance with English law in the United Kingdom notwithstanding the conflict of law provisions and other mandatory legal provisions, provided however:
The Company shall have the right to conduct collection actions including the filing of legal actions to recover fees and all costs of collection of fees in any jurisdiction in which the Subscriber operates or has assets; and
The Company shall have the right to take legal action for infringement upon the Company’s Intellectual Property Rights and other proprietary information and trade secrets (whether in connection with the Services or otherwise) in any country where infringement or a breach of this Agreement relating to Our Intellectual Property Rights may have occurred.
All notices to a party shall be in writing and shall be made either via email or conventional mail. Notices to the Company must be sent to the attention of Customer Service at firstname.lastname@example.org, if by email, or at NETSTOCK Operations Limited, 2 Meadow Court, High Street, Witney, Oxfordshire OX28 6ER United Kingdom. Notices to the Subscriber shall be to such address or email account as specified in the Commercial Agreement.
Each of the parties shall be entitled, from time to time, by written notice to the other, to change address and email accounts for notice purposes.
25. Entire Agreement
Any cause of action brought by the Subscriber must be instituted within one year after the cause of action arises or be deemed forever waived and barred.
The Subscriber agrees not to sell, resell, reproduce, duplicate, copy or use for any commercial purposes any portion of the Website, or use of or access to the Website.
The Company shall not be responsible or liable for non-delivery or delay in delivery of products or Services available through the Website arising from any event beyond the reasonable control of the Company, whether or not foreseeable by either party, including but not limited to, labour disturbance, war, fire, accident, adverse weather, inability to secure transportation, governmental act or regulation, and other causes or events beyond reasonable control (each a “Force Majeure”).
27. Contact Information
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