Thank you (“Customer”, “you”, or “your”) for choosing the Netstock platform for your inventory and supply chain management needs (the “Platform”). The Platform is delivered on a “software as a service” (“SaaS”) basis. The Platform was developed and is owned by Netstock Operating, LLC and its global affiliates (“Netstock”, “our”, “us”, or “we”). These Terms of Use (these “Terms”) govern your use of the Platform and constitute a binding contract. If you are an individual acting for a corporate entity, you accept these Terms on behalf of both you and your company. If you do not agree to be bound by these Terms, please cease use of the Platform immediately.
1. Access to the Platform.
Netstock grants you a non-exclusive, non-transferable, non-sublicensable, revocable, limited license to use and access the Platform. A representative, but non-exhaustive list of what the Platform may be used for includes: (a) inventory management, forecasting and optimization; (b) evaluating supplier performance; and (c) demand and capacity planning (collectively, the “Services”). “Services” also includes the implementation, onboarding and support services that will facilitate your use of the Platform, all as referenced below.
2. Order Forms.
The specific Services you have ordered will be set forth in a Quote, an Order Form(s) or similar document(s) (the “Order Form”). If you have not completed an Order Form, please contact your Netstock sales or customer service representative. The Order Form contains additional information such as fees, specifications, features, term length and additional terms and conditions (the “Order Form Terms”). These Terms, the Order Form and the Order Form Terms together constitute your agreement with Netstock regarding the Platform and the Services.
3. Customer Data.
- You must provide Netstock with access to your data server for the purpose of loading our ERP Connector and available data extractors for selected ERPs and accounting systems. You will be responsible for providing a data extractor to create the inventory data files needed by the Platform. If you upload data back to your ERP or accounting system, then you are responsible for creating or acquiring the software needed for data import.
- You retain ownership in and to your Data (the “Customer Data”). However, your access to the Customer Data stored within the Platform is contingent upon full payment of fees when due. You grant Netstock a non-exclusive license to use, copy, transmit, store, and backup your information and Customer Data for the purposes of enabling you to access and use the Platform and for any other purpose related to provision of Services.
- You are responsible to maintain backup copies of the Customer Data. While Netstock maintains industry standard procedures to prevent Customer Data loss, including a daily Customer Data backup process, we cannot guarantee that there will be no loss of Customer Data.
- Customer Data will be stored for three (3) months after the termination or expiration of the Order Form and then it will be deleted. If you need a copy of the Customer Data, it is your responsibility to contact us. Once the Customer Data is deleted, the deletion may not be reversed and the Customer Data may not be recovered.
- You acknowledge that the Platform is hosted by a third-party cloud hosting service provider (the “Hosting Provider”). The Customer Data is stored with the Hosting Provider. Netstock is not responsible for the acts or omissions of the Hosting Provider.
4. Administrator.
You must designate a system administrator (the “Administrator”). The Administrator will designate “Users” for your company and determine the level of access to the relevant Customer Data and Services for each User. In the event that an on-premise ERP is used, the Administrator will be responsible for installing software updates for the on premise ERP Connector. You remain responsible for the acts and omissions of each User. The Administrator may revoke or change a User’s access, or level of access, at any time and for any reason, in which case that User will cease to be a User or shall have that different level of access, as the case may be.
5. Fees.
Fees and payment terms shall be set forth in the Order Form. Fees are payable in advance or as otherwise agreed to in the Order Form. Payments shall be made via electronic funds transfer or as otherwise agreed to in the Order Form. If you fail to pay fees within ten (10) days of the fees’ due date, we reserve the right to suspend service until payment is received. Payments shall be made free of set-off, bank charges, withholding taxes, commission or any other deduction. You shall not have the right to defer, adjust or withhold any payment due to Netstock.
6. Changes to the Platform.
We reserve the right to improve, enhance, modify, or discontinue features or functionality of the Platform on a periodic basis (collectively, “Modifications”). We will endeavor to minimize the impact of any Modifications on you, and will provide notice to you through the Platform if the Modifications will materially affect the manner in which you use the Platform or the manner in which the Platform operates or performs.
7. Implementation and Onboarding Services.
If applicable, an Implementation Fee or Onboarding Fee will be set forth in the Order Form or in a separate statement of work. The Implementation Fee or Onboarding Fee may cover the following implementation or “onboarding” Services: (a) a discovery session to understand your environment and goals; (b) set-up and installation of our ERP Connector and certified extract scripts; (c) assistance with data validation to identify and plan resolutions for data integrity issues; (d) user training and system configuration; and (e) project management with agreed timelines and completion milestones. Specific implementation or onboarding Services and timelines may vary depending on the specific solution that you have ordered. Data validity and integrity are your responsibility. We will assist with initial data validation efforts, but additional time spent helping to resolve data issues may incur additional charges.
8. Support Services.
Once the onboarding Services have been delivered, standard support Services will be available from 9:00 a.m. to 5:00 p.m. Monday through Friday excluding local holidays. Standard support covers the following Services of up to fifteen (15) minute sessions: (a) integration maintenance; (b) questions and answers re: navigation and product use; and (c) minor configuration or report changes. Additional training and consultation services are available to be purchased at then-current hourly rates.
9. Security.
We will maintain commercially reasonable security measures in providing the Platform and Services to you. We reserve the right to suspend access to the Platform in the event of a suspected or actual security breach. However, no security system is foolproof. We are not liable for any damages incurred in connection with any unauthorized access resulting from the actions or omissions of you or any third-party. Please use care to not share usernames or passwords with any third-party. You are responsible for: (a) having Users select strong, unique passwords; (b) enabling multi-factor authentication; (c) training Users in network security including helping Users to recognize phishing and other social engineering hacking; (d) implementing malware prevention controls, network security, device security and other appropriate security controls; (e) opting into failed login notifications and verifying failed logins. If malicious activity is suspected this should be immediately reported to us; (f) deleting User accounts that are no longer required; and (g) reporting any incidents involving the server on which the our ERP Connector is installed promptly, but in any event within 24 hours, to reduce the risk of malware or ransomware.
10. Third-Party Resources.
The Platform may permit you to link to third-party software, third-party technology and/or provide links to third party websites, content, or resources (collectively, “Third-Party Resources”). We are not responsible for the contents of any Third-Party Resources, or any changes or updates to such Third-Party Resources. Netstock shall not be responsible or liable for any damage or loss caused or alleged to be caused by or in connection with your use of or reliance on any content, goods or services available on or through any Third-Party Resources.
11. Intellectual Property.
Other than the Customer Data to the extent incorporated into the Platform, the Platform and all of its enhancements, upgrades, modifications, customizations, derivative works, algorithms, compilations, aggregations, source code and/or object code, and copies thereof, and all information, methods, processes and all intellectual property contained therein (collectively, the “Intellectual Property”) are and will remain the property of Netstock. Netstock has and will retain exclusive right and title to, and has all patent, copyright, trademark, trade secret and all other intellectual property rights in and to the Intellectual Property. Nothing in these Terms will be construed as transferring any aspects of such rights to you with the exception of your limited right to use and access the Platform. Netstock shall have the right to register patents, trademarks and copyrights related to the Platform with any governmental authority anywhere in the world.
12. Confidentiality.
Netstock’s Intellectual Property as well as any other confidential or proprietary information related to Netstock, the Platform and/or the Services (“Confidential Information”) is confidential and may not be disclosed to any third parties without the express written consent of Netstock. You will protect the confidentiality of Confidential Information in the same manner that you protect the confidentiality of your own proprietary and confidential information of like kind, but in no event less than a reasonable degree of care in protecting the Confidential Information. If you are compelled by law to disclose the Confidential Information, you will provide Netstock with prior notice of such compelled disclosure (to the extent legally permitted) and reasonable assistance, at no cost to Netstock, if we wish to contest the disclosure. You will return or destroy all of the Confidential Information when it is no longer needed or at the termination of these Terms, whichever comes first. Your obligations under this Section will survive the termination or expiration of the relationship between us and you.
13. Use of the Platform and the Services.
All uses of the Platform and the Services shall be in accordance with these Terms and applicable law. Usernames and passwords may not be transferred or shared by more than one individual. You shall use commercially reasonable efforts to maintain internet, hardware, software, and related systems at or above industry standard requirements. You will promptly notify Netstock immediately of: (a) any unauthorized access or use; (b) if any Recipient account information is lost or stolen; or (c) if you become aware of any violation of these Terms by anyone including other Users or Recipients. By using the Platform, you represent that you are over 18 years of age. Netstock reserves the right to use any technical means necessary to verify that use of the Platform complies with these Terms and to terminate any unauthorized use of the Platform.
14. Authorization to Bind Employer.
If you are using the Platform in your capacity as an employee or agent of a company or any other legal entity, you warrant that you are authorized to legally bind such company, entity and any applicable affiliates. If you do not have this authority, you must not accept these Terms and may not use this Platform in any manner whatsoever. If you are authorized to legally bind such company or entity, you must observe the obligations which the company or other entity must observe under these Terms when you are using the Platform.
15. Use of Personal Data.
Personal Data (as defined below) may be requested from you and/or Recipients as part of the Platform registration process. Typically, this Personal Data is limited to your name, business email address, business mailing address, business phone number, and job title but may include other information as well. We may collect and process Personal Data in order to provide the Services, access to the Platform and/or because we are legally required to do so. We may also use this Personal Data in any manner permitted by law. Each User expressly grants us permission to use the Personal Data to contact them with respect to Platform-related inquiries, surveys, customer care, and technical support related to the Services. “Personal Data” is information that identifies an individual or can be used to identify or contact an individual, e.g., name, email address, mailing address, phone number or Internet Protocol (“IP”) address. Personal Data will be handled in accordance with our Privacy Policy, https://www.netstock.com/privacy-policy/, which you agree to be bound by.
16. Contacting You.
By using the Platform, you authorize us and our parents, subsidiaries, affiliates, agents, assigns and service providers (collectively, the “Messaging Parties”) to contact you and/or Recipients using automatic telephone dialing platforms, artificial or prerecorded voice message systems, text messaging systems and automated email systems, in addition to contacting you through the Platform itself, in order to provide any and all relevant information. The Messaging Parties are authorized to make such contacts using any telephone numbers (including wireless, landline, VOIP numbers and hereinafter developed technology) or email addresses supplied to us.
17. Promotional Activities.
From time to time, the Platform may include advertisements offered by third parties. You may participate in promotions of the advertisers and may purchase goods and services pursuant to such promotions and advertising. We shall have no liability in connection with such activities and are not 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 promoter or advertiser.
18. Communications within the Platform.
We may make communication services such as a chat room, message board, blog, software library or other interactive services available to you via the Platform (the “Communications”). Communications may be made available by us or through a third-party provider. We do not inspect or disclose the contents of private Communications except with the consent of the sender or the recipient, or in the narrowly-defined situations provided under applicable law or pursuant to court or governmental order. We may employ automated monitoring devices or techniques designed to protect you from mass unsolicited communications or “spam”. We are not 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 you exceed the maximum permitted storage space, automated devices may delete or block email messages that exceed the limit we will not be responsible for such deleted or blocked messages.
19. Data Analysis.
You authorize us and our parents, subsidiaries, affiliates, agents, contractors, successors and assigns to collect, de-identify, aggregate, compile, analyze and/or use benchmarking, transaction or performance information or any other data collected or generated by the Platform, including Customer Data or any other data which you provide to us or input into the Platform (collectively, “Analytic Data”). We may use or disclose Analytic Data in our discretion, provided that such Analytic Data used for any external purpose shall be anonymous as to you and will not contain Personal Data.
20. Restrictions.
Except as expressly permitted by these Terms, you shall not, and you agree not to authorize, encourage, or permit any third party to: (a) modify, adapt, alter, translate, or create derivative works from the Platform; (b) sell, license, distribute, assign, lease, rent, loan, or otherwise transfer the Platform, or make the Platform available to, or use the Platform on behalf of, any third party; (c) use any analytics, data, content, or other output created by or from the Platform on behalf of, or to perform any services for, any third party) or include such analytics, data, content or other output in any services or products provided by you to any third party; (d) reverse engineer, decompile, disassemble or otherwise attempt (i) to defeat, avoid, bypass, remove, deactivate or otherwise circumvent any protection mechanisms in the Platform, including without limitation, any such mechanism used to restrict or control the functionality of the Platform or its authorized users or (ii) to derive the source code or the underlying ideas, algorithms, structure or organization from the Platform; (e) remove, modify or obscure any proprietary notices within the Platform; (f) allow access to the Platform by anyone who is not expressly authorized by these Terms; (g) post or input any offensive, illegal or other inappropriate data or content to the Platform, post any data or content to the Platform which could give rise to civil or criminal liability, or post or input any data to the Platform which you do not have sufficient rights to input; (h) take any action which poses a security, operational or other threat to the proper functioning of the Platform; or (i) provide access to the Platform to any person or entity that engages in illegal or deceptive trade practices or any other practices proscribed under applicable law. You may not use the Platform to monitor its availability, performance or functionality, or for any other benchmarking or competitive purposes.
21. International Use of the Platform.
You may not access the Platform from countries where either accessing the Platform or the contents of the Platform are illegal or prohibited. You are solely responsible for compliance with local laws. Access from certain countries may be blocked based upon applicable international law. You acknowledge that the Platform may be subject to export control and trade sanctions laws in the United States and other countries. You may not access, use, export, or disclose any portion of the Platform in violation of applicable export control and sanctions laws. Thus, no software or applications that are part of the Platform may be downloaded, exported or re-exported: (a) into (or to a national or resident of) Cuba, Iran, North Korea, Syria, the Luhansk, Donetsk, or Crimea regions of Ukraine, or any other country or territory to which the United States has embargoed the exports of goods, services, or technology, or prohibited transactions with persons located therein; or (b) to anyone on the U.S. Treasury Department’s list of Specially Designated Nationals or the U.S. Commerce Department’s Table of Deny Orders. By accessing the Platform, You represent and warrant that you are not located in, under the control of, or a national or resident of, any such country or on any such list.
22. Monitoring.
Netstock reserves the right to record, monitor or audit activities occurring through or involving the Platform and/or investigate any allegation that any activity occurring through or involving the Platform does not conform to these Terms and applicable laws. You shall not unreasonably hinder such monitoring or audit, and shall provide such information related to the Platform usage as is reasonably requested by Netstock and necessary to confirm conformance to these Terms.
23. Data Location.
You acknowledge that information will be stored in geographically diverse back-up locations. Netstock shall store the information in accordance with all applicable laws, rules and regulations, including applicable data protection laws.
24. Disclaimer Of Warranties.
We do not guarantee, represent or warrant that your use of the Platform will be uninterrupted, timely, secure or error-free. You expressly agree that your use of, or inability to use, the Platform is at your sole risk. THE PLATFORM AND THE SERVICES ARE PROVIDED “AS IS” AND “AS AVAILABLE”, WITHOUT ANY REPRESENTATIONS OR WARRANTIES, EITHER EXPRESS OR IMPLIED. WE DISCLAIM ALL IMPLIED WARRANTIES OR CONDITIONS, INCLUDING THOSE OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, DURABILITY, TITLE, AND NON-INFRINGEMENT.
25. Indemnification.
You will defend, indemnify, and hold Netstock and our officers, directors, employees, successors and assigns harmless from and against any losses, costs, damages, liabilities, and expenses (including attorney fees and court costs) relating to: (i) any claims, suits or proceedings arising out of or in connection with our use of the data in accordance with these Terms; and (ii) any third party subpoena or compulsory legal order or process that seeks data.
26. Limitation of Liability.
TO THE EXTENT PERMITTED BY LAW, IN NO EVENT SHALL NETSTOCK, ITS PARENTS, SUBSIDIARIES, SUCCESSORS AND ASSIGNS, AND EACH OF THEIR RESPECTIVE DIRECTORS, OFFICERS, EMPLOYEES, AGENTS, CONTRACTORS, SUPPLIERS, SERVICE PROVIDERS OR LICENSORS BE LIABLE FOR ANY INJURY, LOSS, CLAIM, OR ANY INDIRECT, INCIDENTAL, PUNITIVE, SPECIAL, OR CONSEQUENTIAL DAMAGES OF ANY KIND, INCLUDING, WITHOUT LIMITATION LOST PROFITS, LOST REVENUE, LOST SAVINGS, LOSS OF DATA, REPLACEMENT COSTS, OR ANY SIMILAR DAMAGES, WHETHER BASED IN CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY OR OTHERWISE, ARISING FROM YOUR USE OF THE PLATFORM OR THE PERFORMANCE OF SERVICES, EVEN IF WE HAVE BEEN ADVISED AS TO THE FORESEEABILITY OF THE SAME. OUR MAXIMUM LIABILITY RELATED TO YOUR USE OF THE PLATFORM OR THE PERFORMANCE OF SERVICES, OUR BREACH OF THESE TERMS OR ANY OTHER MATTER ARISING HEREUNDER IS EQUAL TO THE FEES PAID BY YOU FOR THE TWELVE (12) MONTHS PRIOR TO A CLAIM ARISING.
27. Choice of Law.
These Terms and your use of the Platform or the Services shall be governed by and construed in accordance with the laws of the State of Delaware (USA), without reference to otherwise applicable principles of conflicts of law.
28. Agreement to Arbitrate Disputes.
You and us expressly agree that any dispute related to these Terms or your use of the Platform or the Services shall be submitted solely to arbitration under the auspices of JAMS, using JAMS’ streamlined arbitration rules, https://www.jamsadr.com/rules-streamlined-arbitration (the “Arbitration”). The Arbitration shall be held at the JAMS office in Los Angeles, California (USA). Judgments may be enforced in any court in the world having jurisdiction over such matters. TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW: (i) YOU AND US WAIVE ANY RIGHT TO A TRIAL BY JURY FOR A DISPUTE RELATED TO THESE TERMS OR YOUR USE OF THE PLATFORM; AND (ii) YOU AND US AGREE THAT NEITHER PARTY SHALL BRING ANY LAWSUIT, ACTION, PROCEEDING OR CLAIM OF ANY NATURE PERTAINING TO THESE TERMS OR YOUR USE OF THE PLATFORM AGAINST THE OTHER PARTY AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS, COLLECTIVE, OR REPRESENTATIVE PROCEEDING.
29. Modifications to these Terms.
We reserve the right to change these Terms, such change to become effective upon the posting of the modified Terms. We will endeavor to provide notice of any material changes via email or by notification within the Platform. It is your responsibility to review these Terms from time to time and to familiarize yourself with them. Your continued use of the Platform after such modifications will constitute your agreement to abide and be bound by the modified Terms.
30. Assignment.
These Terms will inure to the benefit of and be binding upon the parties hereto, their successors and permitted assigns. You may not assign this Agreement without Netstock’s written consent. We may assign any of our rights or delegate any of our duties under these Terms to any person or entity.
31. Severability.
If any provision of these Terms is held by a court of competent jurisdiction to be contrary to law, the provision will be modified by the court and interpreted so as best to accomplish the objectives of the original provision to the fullest extent permitted by law, and the remaining provisions of this Agreement will remain in effect.
32. Termination.
Your access to the Platform will be terminated upon the expiration or termination of the Order Form. We may also suspend or terminate your access to the Platform if you breach your obligations under these Terms or the Order Form, your misconduct with respect to the use of the Platform, or due to a security, operational, liability or other threat related to the operation of the Platform. Any suspected fraudulent, abusive or illegal activity may be grounds for terminating the Services and may be referred to appropriate l enforcement authorities. Upon termination or suspension, your right to use the Platform and the Services shall cease. The Released Parties shall not be liable to you or to any third party for any claims or damages arising out of any termination or suspension of Services any other actions taken by us in connection with such termination or suspension.
33. Entire Agreement.
These Terms are complete and reflect the entire agreement between us and you with respect to its subject matter, and supersedes all previous written or oral negotiations, commitments and writings. No promises, representations, understandings, warranties and agreements have been made by the parties except as expressly referred to herein.
34. Contact Information.
If you have questions about the Platform, the Services and/or these Terms, please contact us at:
Netstock
26050 Acero
Alicia Executive Suites, Office 409
Mission Viejo, CA 92691
support@netstock.co
Last Updated: January 17, 2024.