Terms of Use (earlier terms)

AGREEMENT TO TERMS

These Terms of Use constitute a legally binding agreement made between you, whether personally or on behalf of an entity ("you") and NimbusLabs ("Company", "we", "us", or "our"), concerning your access to and use of any NimbusLabs software application or analytics platform, including NimbusDash and NimbusQL (collectively, the "Applications"). You agree that by accessing any Application, you have read, understood, and agree to be bound by all of these Terms of Use. IF YOU DO NOT AGREE WITH ALL OF THESE TERMS OF USE, THEN YOU ARE EXPRESSLY PROHIBITED FROM USING THE APPLICATIONS AND YOU MUST DISCONTINUE USE IMMEDIATELY.

We reserve the right, in our sole discretion, to make changes or modifications to these Terms of Use at any time and for any reason. We will alert you about any changes by updating the "Last updated" date of these Terms of Use, and you waive any right to receive specific notice of each such change. It is your responsibility to periodically review these Terms of Use to stay informed of updates. You will be subject to, and will be deemed to have been made aware of and to have accepted, the changes in any revised Terms of Use by your continued use of the Applications after the date such revised Terms of Use are posted.

The Applications are not tailored to comply with industry-specific regulations (Health Insurance Portability and Accountability Act (HIPAA), Federal Information Security Management Act (FISMA), etc.), so if your interactions would be subjected to such laws, you may not use the Applications. You may not use the Applications in a way that would violate the Gramm-Leach-Bliley Act (GLBA).

The Applications are intended for users who are at least 18 years old. Persons under the age of 18 are not permitted to use or register for the Applications.

APPLICATIONS COVERED

These Terms of Use apply to all software applications and platforms developed and operated by NimbusLabs, including:

• NimbusDash — a cloud-based analytics and dashboarding platform for NetSuite users, accessed via subscription on a per-NetSuite-instance basis.
• NimbusQL — a SaaS application for NetSuite users providing query and reporting capabilities, accessed via subscription.

Where specific terms apply to only one Application, they will be noted explicitly. Otherwise all terms apply equally to all NimbusLabs Applications.

NETSUITE INTEGRATION AND DATA ACCESS

NimbusLabs Applications connect to your NetSuite instance solely for the purpose of reading and displaying your data in dashboards and reports. NimbusLabs Applications do not modify, delete, or write data to your NetSuite instance. You are solely responsible for ensuring that your NetSuite Account ID and credentials are kept secure and that access to any NimbusLabs Application is limited to authorized users within your organization.

Each NimbusDash subscription is licensed per NetSuite instance. Use of a single NimbusDash subscription across multiple NetSuite instances is prohibited without a separate subscription for each instance.

By connecting your NetSuite instance to any NimbusLabs Application, you represent and warrant that you have the authority and permission to grant NimbusLabs read access to the data within that NetSuite instance.

INTELLECTUAL PROPERTY RIGHTS

Unless otherwise indicated, the Applications are our proprietary property and all source code, databases, functionality, software, website designs, audio, video, text, photographs, and graphics on the Applications (collectively, the "Content") and the trademarks, service marks, and logos contained therein (the "Marks") are owned or controlled by us or licensed to us, and are protected by copyright and trademark laws and various other intellectual property rights and unfair competition laws of the United States, international copyright laws, and international conventions. The Content and the Marks are provided on the Applications "AS IS" for your information and personal use only. Except as expressly provided in these Terms of Use, no part of the Applications and no Content or Marks may be copied, reproduced, aggregated, republished, uploaded, posted, publicly displayed, encoded, translated, transmitted, distributed, sold, licensed, or otherwise exploited for any commercial purpose whatsoever, without our express prior written permission.

Provided that you are eligible to use the Applications, you are granted a limited, non-exclusive, non-transferable license to access and use the applicable Application solely for your internal business purposes in connection with your licensed NetSuite instance. We reserve all rights not expressly granted to you in and to the Applications, the Content and the Marks.

USER REPRESENTATIONS

By using the Applications, you represent and warrant that: (1) you have the legal capacity and you agree to comply with these Terms of Use; (2) you are not a minor in the jurisdiction in which you reside; (3) you will not access the Applications through automated or non-human means, whether through a bot, script or otherwise; (4) you will not use the Applications for any illegal or unauthorized purpose; and (5) your use of the Applications will not violate any applicable law or regulation.

If you provide any information that is untrue, inaccurate, not current, or incomplete, we have the right to suspend or terminate your account and refuse any and all current or future use of the Applications (or any portion thereof).

FEES AND PAYMENT

We accept the following forms of payment: Visa, Mastercard, American Express, Discover.

You may be required to purchase or pay a fee to access some of our services. You agree to provide current, complete, and accurate purchase and account information for all purchases made via the Applications. You further agree to promptly update account and payment information, including email address, payment method, and payment card expiration date, so that we can complete your transactions and contact you as needed. Sales tax will be added to the price of purchases as deemed required by us. We may change prices at any time with reasonable notice. All payments shall be in U.S. dollars.

You agree to pay all charges or fees at the prices then in effect for your purchases, and you authorize us to charge your chosen payment provider for any such amounts upon making your purchase. We reserve the right to correct any errors or mistakes in pricing, even if we have already requested or received payment. We also reserve the right to refuse any order placed through the Applications.

SUBSCRIPTION PLANS

NimbusLabs Applications are offered on a subscription basis, billed either monthly or annually. Subscriptions automatically renew at the end of each billing period unless cancelled prior to the renewal date.

Monthly subscriptions renew each month on the anniversary of the subscription start date. Annual subscriptions renew each year on the anniversary of the subscription start date and are billed in full at the start of each subscription year.

NimbusDash subscriptions are licensed per NetSuite instance. Prices are subject to change with reasonable advance notice. Continued use of the Applications after a price change takes effect constitutes acceptance of the new pricing.

FREE TRIAL

We offer a 30-day free trial to new subscribers. The account will not be charged during the free trial period. At the end of the free trial, the account will automatically convert to a paid subscription unless cancelled before the trial period ends. No credit card charge will be made until the free trial has concluded.

CANCELLATION

You may cancel your subscription at any time through your customer portal or by contacting us at support@nimbuslabs.com. Cancellation takes effect at the end of your current billing period. You will retain full access to the applicable Application through the end of the current paid period regardless of when you cancel.

For monthly subscribers, this means access continues through the end of the current month. For annual subscribers, this means access continues through the end of the current annual term.

No partial or pro-rated refunds are issued for any unused portion of the current billing period, whether monthly or annual. Annual subscriptions are non-refundable once the billing period has begun.

If you are unsatisfied with our services, please email us at support@nimbuslabs.com.

PROHIBITED ACTIVITIES

You may not access or use the Applications for any purpose other than that for which we make them available. As a user of the Applications, you agree not to:

• Systematically retrieve data or other content from the Applications to create or compile, directly or indirectly, a collection, compilation, database, or directory without written permission from us.
• Make any unauthorized use of the Applications, including collecting usernames and/or email addresses of users by electronic or other means for the purpose of sending unsolicited email.
• Circumvent, disable, or otherwise interfere with security-related features of the Applications.
• Attempt to gain unauthorized access to any NetSuite instance other than your own licensed instance.
• Share your subscription access across multiple NetSuite instances without a separate subscription for each instance.
• Decipher, decompile, disassemble, or reverse engineer any of the software comprising or in any way making up a part of the Applications.
• Use the Applications as part of any effort to compete with us or otherwise use the Applications and/or the Content for any revenue-generating endeavor or commercial enterprise without our express written consent.
• Upload or transmit viruses, Trojan horses, or other malicious code that interferes with the Applications.
• Use the Applications in a manner inconsistent with any applicable laws or regulations.
• Attempt to bypass any measures of the Applications designed to prevent or restrict access to the Applications, or any portion thereof.
• Interfere with, disrupt, or create an undue burden on the Applications or the networks or services connected to the Applications.

APPLICATION MANAGEMENT

We reserve the right, but not the obligation, to: (1) monitor the Applications for violations of these Terms of Use; (2) take appropriate legal action against anyone who, in our sole discretion, violates the law or these Terms of Use; (3) in our sole discretion and without limitation, refuse, restrict access to, limit the availability of, or disable any portion of the Applications; and (4) otherwise manage the Applications in a manner designed to protect our rights and property and to facilitate the proper functioning of the Applications.

PRIVACY POLICY

We care about data privacy and security. Please review our Privacy Policy at nimbuslabs.com/privacy-policy. By using the Applications, you agree to be bound by our Privacy Policy, which is incorporated into these Terms of Use. The Applications are hosted in the United States. If you access the Applications from any other region of the world with laws governing personal data collection, use, or disclosure that differ from applicable laws in the United States, through your continued use of the Applications you are transferring your data to the United States and agree to have your data processed there.

TERM AND TERMINATION

These Terms of Use shall remain in full force and effect while you use the Applications. We reserve the right to deny access to and use of the Applications to any person for any reason, including breach of these Terms of Use. If we terminate or suspend your account for any reason, you are prohibited from registering and creating a new account without our express written permission.

MODIFICATIONS AND INTERRUPTIONS

We reserve the right to change, modify, or remove the contents of the Applications at any time or for any reason at our sole discretion without notice. We cannot guarantee the Applications will be available at all times. We may experience hardware, software, or other problems or need to perform maintenance related to the Applications, resulting in interruptions, delays, or errors. We will not be liable to you or any third party for any modification, suspension, or discontinuance of the Applications.

GOVERNING LAW

These Terms of Use and your use of the Applications are governed by and construed in accordance with the laws of the State of California applicable to agreements made and to be entirely performed within the State of California, without regard to its conflict of law principles.

DISPUTE RESOLUTION

Binding Arbitration: If the Parties are unable to resolve a Dispute through informal negotiations, the Dispute will be finally and exclusively resolved by binding arbitration under the Commercial Arbitration Rules of the American Arbitration Association ("AAA"). The arbitration will take place in California. The arbitrator must follow applicable law, and any award may be challenged if the arbitrator fails to do so.

Restrictions: Any arbitration shall be limited to the Dispute between the Parties individually. No arbitration shall be joined with any other proceeding, and there is no right or authority for any Dispute to be arbitrated on a class-action basis.

Exceptions: The following Disputes are not subject to binding arbitration: (a) any Disputes seeking to enforce or protect intellectual property rights; (b) any Dispute related to allegations of theft, piracy, invasion of privacy, or unauthorized use; and (c) any claim for injunctive relief.

DISCLAIMER

THE APPLICATIONS ARE PROVIDED ON AN AS-IS AND AS-AVAILABLE BASIS. TO THE FULLEST EXTENT PERMITTED BY LAW, WE DISCLAIM ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING WITHOUT LIMITATION THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT. WE MAKE NO WARRANTIES OR REPRESENTATIONS ABOUT THE ACCURACY OR COMPLETENESS OF THE APPLICATIONS' CONTENT AND WILL ASSUME NO LIABILITY FOR ANY ERRORS, INTERRUPTIONS, OR LOSSES ARISING FROM YOUR USE OF THE APPLICATIONS.

LIMITATIONS OF LIABILITY

IN NO EVENT WILL WE OR OUR DIRECTORS, EMPLOYEES, OR AGENTS BE LIABLE TO YOU OR ANY THIRD PARTY FOR ANY DIRECT, INDIRECT, CONSEQUENTIAL, EXEMPLARY, INCIDENTAL, SPECIAL, OR PUNITIVE DAMAGES, INCLUDING LOST PROFIT, LOST REVENUE, LOSS OF DATA, OR OTHER DAMAGES ARISING FROM YOUR USE OF THE APPLICATIONS. NOTWITHSTANDING ANYTHING TO THE CONTRARY CONTAINED HEREIN, OUR LIABILITY TO YOU FOR ANY CAUSE WHATSOEVER WILL AT ALL TIMES BE LIMITED TO THE AMOUNT PAID BY YOU TO US DURING THE SIX (6) MONTH PERIOD PRIOR TO ANY CAUSE OF ACTION ARISING.

INDEMNIFICATION

You agree to defend, indemnify, and hold us harmless, including our subsidiaries, affiliates, and all of our respective officers, agents, partners, and employees, from and against any loss, damage, liability, claim, or demand, including reasonable attorneys' fees, made by any third party due to or arising out of: (1) your use of the Applications; (2) breach of these Terms of Use; (3) any breach of your representations and warranties set forth in these Terms of Use; or (4) your violation of the rights of a third party.

USER DATA

We will maintain certain data that you transmit to the Applications for the purpose of managing their performance. Although we perform regular routine backups of data, you are solely responsible for all data that you transmit or that relates to any activity you have undertaken using the Applications. We shall have no liability to you for any loss or corruption of any such data.

ELECTRONIC COMMUNICATIONS

Visiting the Applications, sending us emails, and completing online forms constitute electronic communications. You consent to receive electronic communications and agree that all agreements, notices, disclosures, and other communications we provide to you electronically satisfy any legal requirement that such communication be in writing.

CALIFORNIA USERS AND RESIDENTS

If any complaint with us is not satisfactorily resolved, you can contact the Complaint Assistance Unit of the Division of Consumer Services of the California Department of Consumer Affairs in writing at 1625 North Market Blvd., Suite N 112, Sacramento, California 95834 or by telephone at (800) 952-5210 or (916) 445-1254.

MISCELLANEOUS

These Terms of Use and any policies or operating rules posted by us on the Applications constitute the entire agreement and understanding between you and us. If any provision of these Terms of Use is determined to be unlawful, void, or unenforceable, that provision is deemed severable from these Terms of Use and does not affect the validity and enforceability of any remaining provisions. There is no joint venture, partnership, employment or agency relationship created between you and us as a result of these Terms of Use.

CONTACT US

To resolve a complaint regarding the Applications or to receive further information regarding use of the Applications, please contact us at:

NimbusLabs
[Company Address]
United States
support@nimbuslabs.com