Last updated: March 3 2023
- The General Terms
- Data processing Agreement
- Your Service Order Form containing all the details about your purchase, including your subscription term, products, subscription and fees. You can find the Service Order Form in the Accounts and Billings section of your Nblocks account
By accepting this agreement or accessing or using The Service, you are agreeing to the terms and conditions of this agreement.
If you are using the Service as an Employee or as a Representative for a Customer, you represent and warrant that you have the authority or sign for and bind such entity in order to accept the terms and conditions of this agreement.
Updates to this agreement
We update this agreement periodically. We will use in-app messages and email to notify you of term updates. Changes become effective for the Customer upon renewal of the Subscription Term, or an additional Service Order Form.
Use of Services
Nebulr Provides the Customer and its Users access to the Service as described in this Agreement and the Customers Service Order Form.
The Customer is granted a limited, non-exclusive right to access and use the Service only for its internal business purposes.
The Customer ensures that all access is in compliance with this agreement.
The Customer may provide access and use to the Service to Affiliate Users, provided that the Affiliate Users are in compliance with this Agreement and that the Customer at all times remain liable for your Affiliates compliance.
We continuously enhance the service experience . We add, improve and delete features and functions.
For free services we might make significant changes that materially reduce the functionality during your subscription term.
Upgrades and downgrades
You may subscribe(Upgrade) to additional features by activating additional features or placing an order.
You have the option to downgrade your subscription
By registering for a free trial of our Subscription Service, you can use it for free until either (a) the trial period ends or (b) you begin a paid subscription, whichever comes first. If you don’t purchase a subscription before the end of the trial, your data may be permanently deleted, and we won’t be able to recover it. Additional terms and conditions may apply as specified on the trial registration web page.
- The agreement does not entail that copyright or other intellectual property rights in the Service are transferred to the Customer. The Customer may not copy, modify or otherwise handle software or other material belonging to the Service, nor transfer or grant the right to such software or material to another, unless it has been agreed in writing with Nebulr.
- The Customer is obliged to provide correct information about his company and its organization number when registering as a Customer with Nebulr.
- The Customer understands that the Service may only be used for legal purposes.
A party is liable for damage caused to the other party by breach of contract which is not of a minor extent and only to the extent that the Party cannot be considered to have been normally negligent. Compensation shall not, however, be paid for indirect damage or consequential damage such as loss of income, damage to other property, claims from third parties and the like, which are caused by a counterparty, except if there is gross negligence or intent. This section does not cover claims arising from Nebulr’s handling of personal data.
The Subscription Fee will remain fixed during the initial term of your Subscription unless;
- You exceed applicable usage limits
- you upgrade products or base packages,
- you subscribe to additional features or products,
- Otherwise agreed to in your Service Order Form.
We may also choose to decrease your fees upon written notice to you.
When downgrading the Fee will remain fixed during the Subscription Term
Upon renewal, we may increase your fees up to our then-current list price.
If this increase applies to you, we will notify you at least thirty (30) days in advance of your renewal and the increased fees will apply at the start of the next renewal term. If you do not agree to this increase, either party can choose to terminate your subscription at the end of your term.
- If you pay by credit card we are authorized to charge you immediately upon receiving an invoice. We are authorized to charge for all pees payable during the Subscription term. You authorize us to use a third party to process payments, and consent to disclosure of payment information to such third party.
- If you pay by invoice we will invoice you no more than forty-five (45) days before the beginning of the Subscription Term and each subsequent Billing Period, and other times during the Subscription Term when fees are payable. All amounts invoiced are due and payable within thirty (30) days from the date of the invoice, unless otherwise specified in the Service Order Form.
Up to date payment information
You will keep your Authorized Payment Method, contact information, billing information up to date for the payment of incurred and recurring fees. Changes may be made on your billing page within your account. You authorize Nebulr to continue to charge your Authorized Payment Method for applicable fees during your Subscription Term and until any and all outstanding fees have been paid in full.
All payment obligations are non-cancelable and all amounts paid are non-refundable, except as specifically provided for in this Agreement. All fees are due and payable in advance throughout the Subscription Term.
All fees are exclusive of taxes, which we will charge as applicable. You agree to pay any taxes applicable to your use of the Subscription Service and performance of Consulting Services.
Channel Partners and Affiliates
You can buy our Services and Software, from a Reseller, Channel Partner or Affiliate approved by Nebulr. Your use of these products will be governed by the terms of this agreement, and you’ll pay all fees, including taxes, to the reseller. If you bought the subscriptions through a Reseller, Channel Partner or Affiliate, any credits or refunds you’re owed may be paid or credited by the reseller instead of Nebulr, and this would fulfill Nebulr’s obligations under this agreement.
Rights to Customer data
You own and retain all rights to the Customer Materials and Customer Data. This Agreement does not grant us any ownership rights to Customer Materials or Customer Data. You grant permission to us and our licensors to use the Customer Materials and Customer Data only as necessary to provide the Subscription Service and Consulting Services to you and as otherwise permitted by this Agreement. If you are using the Subscription Service or receiving Consulting Services on behalf of another party, then you represent and warrant that you have all sufficient and necessary rights and permissions to do so.
We will use Customer Data only in order to provide the Subscription Service and Consulting Services to you and only as permitted by applicable law and this Agreement.
We will not use Customer Data to contact any individual or company without your permission.
We may collect information about you and your Users when you interact with the Subscription Service.
We may collect and use data in an anonymised manner to support certain product features and functionality and for machine learning.
The DPA is incorporated into this Agreement by reference and will apply to the extend any Personal Data is included in the Customer Data. The DPA defines how we process Personal
Data on your behalf.
We maintain appropriate technical and organisational measures to protect Personal data as described in the DPA.
All Service data is physically located in EU data centers. All third party service providers are also located in the EU
Retention retrieval and deletion of data
For details on Retention on and Deletion of data look in our DPA
The agreement does not entail that copyright or other intellectual property rights in the Service are transferred to the Customer. The Customer may not copy, modify or otherwise handle software or other material belonging to the Service, nor transfer or grant the right to such software or material to another, unless it has been agreed in writing with Nebulr.
Our trademarks may not be used by you without prior written permission
We appreciate all feedback and comments and suggestions for improving our services. You agree that suggestions are non-confidential and that we own all rights to use and incorporate them into our Service.
Term and Termination
Subscription term and Renewal
Your Subscription Term is specified in your Order.
The Subscription Service automatically renews automatically for the Subscription Term.
Notice of Non-Renewal
To prevent renewal you may send us a written notice or cancel your subscription from the Service Order Form in the Account and Billings section of the Service.
You may cancel your subscription at any time at your convenience. Early cancellation does not grant the right to refunds or prepaid fees and all unpaid fees through the Subscription Term has to be paid promptly.
Either party may terminate this Agreement by written notice to the other party in the event that (i) such other party materially breaches this Agreement and does not cure such breach within thirty (30) days of such notice, or (ii) immediately in the event the other party becomes the subject of a petition in bankruptcy or any other proceeding relating to insolvency, receivership, liquidation or assignment for the benefit of creditors.
We may also terminate this Agreement for cause on thirty (30) days’ notice if we determine that you are acting, or have acted, in a way that has or may negatively reflect on or affect us, our prospects, or our customers.
We may suspend any User’s access to any or all Subscription Services without notice for:
(i) use of the Subscription Service in a way that violates applicable local, state, federal, or foreign laws or regulations or the terms of this Agreement,
(iii) repeated instances of posting or uploading material that infringes or is alleged to infringe on the copyright or trademark rights of any person or entity.
We may, without notice, review and delete any Customer Data or Customer Materials that we determine in good faith violate these terms.
If your website, or use of, the Subscription Service:
(i) is being subjected to denial of service attacks or other disruptive activity,
(ii) is being used to engage in denial of service attacks or other disruptive activity,
(iii) is creating a security vulnerability for the Subscription Service or others,
(iv) is consuming excessive bandwidth or storage, or
(v) is causing harm to us or others
then we may, with electronic or telephonic notice to you, suspend all or any access to the Subscription Service.
We will make commercially reasonable efforts to limit the suspension to the affected portion of the Subscription Service, and each party will make reasonable efforts to promptly resolve the issues causing the suspension of the Subscription Service. Nothing in this clause limits our right to terminate for cause as outlined above, if we determine that you are acting, or have acted, in a way that has or may negatively reflect on or affect us, our prospects, or our customers.
We may suspend, limit, or terminate the Free Services for any reason at any time without notice. We may terminate your subscription to the Free Services due to your inactivity.
We will have no obligation to maintain, store or otherwise retain Customer Data after terminating Free Services
Suspension for Non-Payment
We will provide you with notice of non-payment of any amount due. Unless the full amount has been paid, we may suspend your access to any or all of the Subscription Services ten (10) days after such notice. We will not suspend the Subscription Service while you are disputing the applicable charges reasonably and in good faith and are cooperating diligently to resolve the dispute. If a Subscription Service is suspended for non-payment, we may charge a re-activation fee to reinstate the Subscription Service.
Nebulr warrants that our Subscription Service and Consulting Services will meet industry standards and that we will not introduce viruses or malicious code.
If we don’t meet our warranty, we’ll try to fix the problem within 60 days. If we can’t fix it in that time, either of us can end the Agreement by giving the other written notice within 30 days of the end of the 60-day period. If you end the Agreement for this reason, we’ll refund any fees you’ve paid but not used. This is subject to the ‘Effect of Termination or Expiration’ provision of the Agreement.
We won’t be responsible or liable under this section if the non-conformance is caused by: (i) combining the Subscription Service with hardware, software, equipment, or data not provided by us, (ii) modifying the Subscription Service by someone other than us, or modifying it ourselves according to your specifications or instructions, or (iii) using the Subscription Service in a way that goes against the Agreement.
Limitation of liability
- Both parties will not be liable for special, incidental, indirect, or consequential damages (such as downtime costs, lost data, lost profits, or the cost of restoring data) regardless of the legal basis of the claim, unless otherwise required by applicable law.
- Except for your liability for payment of fees, obligations under indemnification, and liability for violating intellectual property rights, if a party or its affiliates are found liable to the other party or any third party, the total liability of the party and its affiliates will be limited to the total amount paid or payable for the Subscription Service in the twelve months before the event giving rise to the claim. This limitation of liability will not apply to users of Free Services.
Indemnification by Nebulr
Nebulr will defend Customer and its Affiliates, from any third party claim alleging that Customer’s use of the Nebulr Technology as contemplated hereunder infringes such third party’s patent, copyright and/or trademark intellectual property rights (an “IP Claim”), and will indemnify and hold harmless Customer and its Affiliates from and against any damages and costs awarded against Customer or its Affiliates, or agreed in settlement by Nebulr (including reasonable attorneys’ fees) resulting from such IP Claim.
Nebulr will have no liability or obligation with respect to any IP Claim if such claim is caused in whole or in part by (i) unauthorized use of the Nebulr Technology by Customer, its Affiliates or Users; (ii) modification of the Nebulr Technology by anyone other than Nebulr or its representatives; (iii) or the combination, operation or use of the Nebulr Technology with other data, hardware or software not provided by Nebulr. If Customer’s use of the Nebulr Technology results (or in Nebulr’ opinion is likely to result) in an IP Claim,
Nebulr may at its own option and expense (a) procure for Customer the right to continue using the foregoing items as set forth hereunder; (b) replace or modify them to make them non-infringing; or (c) if options (a) or (b) are not commercially reasonably as determined by Nebulr, then either Customer or Nebulr may terminate Customer’s subscription to the Service, whereupon Nebulr will refund Customer, on a pro-rated basis, any Fees Customer has previously paid Nebulr for the corresponding unused portion. The sections above state Nebulr’ entire liability and Customer’s exclusive remedy with respect to an IP Claim.
You will: notify us in writing within thirty (30) days of you becoming aware of any such claim; give us sole control of the defense or settlement of such a claim; and provide us (at our expense) with any and all information and assistance reasonably requested by us to handle the defense or settlement of the claim. We will not accept any settlement that (i) imposes an obligation on you; (ii) requires you to make an admission; or (iii) imposes liability not covered by these indemnifications or places restrictions on you without your prior written consent.
Indemnification by the Customer
You will indemnify, defend and hold us and our Affiliates harmless, at your expense, against any third-party claim, suit, action, or proceeding (each, an “Action”) brought against us (and our officers, directors, employees, agents, service providers, licensors, and affiliates) by a third party not affiliated with us or our Affiliates to the extent that such Action is based upon or arises out of
(a) unauthorized or illegal use of the Subscription Service by you or your Affiliates,
(b) your or your Affiliates’ noncompliance with or breach of this Agreement,
(c) your or your Affiliates’ use of Third-Party Products, or
(d) the unauthorized use of the Subscription Service by any other person using your User information.
(e) Customer’s or its Affiliate’s unauthorized supply, disclosure, or processing of Customer Data, including Personal Data
We will: notify you in writing within thirty (30) days of our becoming aware of any such claim; give you sole control of the defense or settlement of such a claim; and provide you (at your expense) with any and all information and assistance reasonably requested by you to handle the defense or settlement of the claim. You will not accept any settlement that (i) imposes an obligation on us; (ii) requires us to make an admission; or (iii) imposes liability not covered by these indemnifications or places restrictions on us without our prior written consent.
Both parties will keep each other’s confidential information safe and secure by protecting it as they would protect their own important information. This confidential information can only be used to fulfill the obligations and exercise rights under this agreement and can only be shared with employees, agents or representatives who need to know and who have a confidentiality obligation. The information can also be disclosed if required by law or court order. This agreement replaces any previous non-disclosure agreements. If confidential information is disclosed, the party disclosing it will be entitled to seek legal action as well as other remedies.
“Affiliate” or “Affiliate Users” means,
any entity which directly or indirectly controls, is controlled by, or is under common control with a party to this Agreement. For purposes of this definition, control means direct or indirect ownership or control of more than 50% of the voting interests of the subject entity.
“Agreement” or “Customer Terms of Service” means,
These General Terms and all materials referred or linked to here,
“Authorized Payment Method” refers to a valid and accepted payment method that you can use to pay for our services. This can include a payment method that you have on file with us, as well as payment through your account with a third party. We may update the list of accepted payment methods from time to time.
“Billing Period” refers to the time during which you agree to pay fees in advance, as stated in the ServiceOrder Form. It may be the same length as the Subscription Term specified in the Order Form or shorter. For instance, if you subscribe to the Subscription Service for a one-year Subscription Term with a twelve-month upfront payment, the Billing Period will be twelve months.
“Free Services” means, the Subscription Service or other products or features made available by us to you on an unpaid trial or free basis.
“Consulting Services” means the professional services provided to you by us, sucha as training services, installation, integration or other consulting services.
“Customer data” means all the information that you submit or collect the Subscription Service. Customer Data does not include Product Specific content or Content from Nebulr.
“Service” or “Subscription Service” means,
the Nebulr all our applications and software-based service offerings identified on the Service Order Form and any Updates, including any Software, API or Documentation made available by Nebulr with such offering, but excludes any applications or APIs separately provided by third parties.
“Service Order Form” or “SOF or “Order” or “Order Form” means,
Any Service Order referencing this Agreement and executed by Customer and Nebulr,
The Service Order Form contains all the details about a purchase, including
your subscription term, products and services purchased, your fees.
“Subscription Term” means,
The initial term of your subscription to the Subscription Service, as specified on your Service Order Form(s), and each subsequent renewal term (if any). For Free Services, the Subscription Term will be the period during which you have an account to access the Free Services.
means your employees, representatives, consultants, contractors or agents who are authorized to use the Subscription Service for your benefit and have unique user identifications and passwords for the Subscription Service.
“You”, “your” or “Customer” means the person or entity using the Subscription Service or receiving the Consulting Services and identified in the applicable account record, billing statement, online subscription process, or Order Form as the customer and your Affiliates included in the scope of your purchase.