This agreement ("Agreement) is between Neeto LLC("Neeto", "We", "Our") and you ("Customer", "You", "Your"). By using the Services, You agree to be bound by these terms and conditions("Terms").
If You use the Services on behalf of an entity or organization, You are binding that organization to the Terms of Service, and You represent that You have the authority to do so.
1. Account Registration, Access, and Use
1.1 Account Registration. To use the Services, You must create an Account by providing Us with all required information and accepting this Agreement. You agree to (a) provide the Services with complete and accurate information upon registration, (b) be responsible for maintaining the security of the Account, log-in information, and (c) take all reasonably necessary steps to protect the Account from loss, theft, or unauthorized disclosure. You will promptly notify Us of any breach or threatened breach of the Account and will hold Us harmless from any damages, We sustain as a result of this breach.
If You use the Services on behalf of a legal entity (such as Your employer or a client), You represent and warrant that You have the authority to bind that legal entity. If You no longer have this authority, then You will inform Neeto and the legal entity will provide Neeto with a new authorized representative. Neeto will not be held liable should a person without the necessary authorization enter into this Agreement for and on behalf of a legal entity.
If You are an individual using the Services you must be at least 13 years of age. You must also be legally permitted to use the Services.
1.2 Your Right to Use Neeto. Subject to this Agreement, Neeto grants You a limited, revocable, non-exclusive, non-transferable, non-sublicensable and non-assignable license to use the Services as a software as a service (SaaS) solution for Your business purposes and subject to the Terms of this Agreement.
1.3 Your Restrictions. You hereby agree not to:
license, sub-license, sell, re-sell, rent, lease, transfer, distribute, timeshare or otherwise make any part of the Services available to third parties except as otherwise expressly provided in this Agreement.
replicate, alter, release, transfer, disseminate, exhibit, reverse engineer, decompile, disassemble, copy any of the Services technologies, derive source code, object code, trade secrets or create any derivative works from or about any of the Services or technologies or use the output generated from the Services to train, calibrate, or validate, in whole or in part, any other systems or programs, or for benchmarking, software-development, or other competitive purposes, except pursuant to Your non-waivable rights under applicable law.
evade any of our technical safeguards or engage in decompiling, reverse engineering, or disassembling the Services.
use the Services in a way that: (i) violates or infringes upon the rights of a third party, including those pertaining to: contract, intellectual property, privacy, or publicity; or (ii) effects or facilitates the storage or transmission of libelous, tortious, or otherwise unlawful material including, but not limited to, material that is harassing, threatening, or obscene.
use the Services to create, use, send, store, or run viruses or other harmful computer code, files, scripts, agents, or other programs, or circumvent or disclose the user authentication or security of the Services or any host, network, or account related thereto or use any aspect of the Services components other than those specifically agreed with Us.
employ scraping or similar techniques to aggregate, repurpose or republish the Services.
employ any techniques or make use of any techniques, automated or otherwise, designed to misrepresent Your activity on the Services, including without limitation the use of bots, botnets, scripts, apps, plugins, extensions or other automated means to register accounts, log in, send messages, post comments etc.
rent, sell, transfer or lease access to the Services.
deliberately impersonate any person or entity or otherwise misrepresent Your affiliation with a person or entity, for example, by registering an account in the name of another person or company, or sending messages or making comments using the name of another person.
stalk, exploit, threaten, abuse or otherwise harass another user of the Services, end user, or any Neeto employee.
collect or attempt to collect Personal Data, or any other kind of information about other users of the Services, including without limitation, through spidering or any form of scraping.
violate, circumvent or attempt to violate or circumvent any data security measures employed by Neeto.
access or attempt to access data or materials which are not intended for Your use.
log into, or attempt to log into, a server or account which You are not authorized to access.
attempt to scan or test the vulnerability of Our servers, system or network or attempt to breach our data security or authentication procedures.
attempt to interfere with the Services by any means including, without limitation, hacking Our servers or systems, submitting a virus, overloading, mail-bombing or crashing.
1.4 Suspension of Access. Neeto may suspend any use of the Services or remove or disable any Account or content that We reasonably and in good faith believe violates the Agreement. We will use commercially reasonable efforts to notify You prior to any such suspension or disablement, unless: (a) We are prohibited from doing so under Applicable Law; or (b) it is necessary to delay notice in order to prevent harm to the Services or a third party.
1.5 Third-Party Services. You may choose to obtain Third-Party Services from third parties. Any acquisition by You of Third-Party Services is solely between You and the applicable Third-Party Service provider and Neeto doesn't warrant, support, or assume any liability or other obligation with respect to such Third-Party Services. If You choose to integrate or interoperate Third-Party Services with the Services in a manner that requires Neeto or the Services to exchange Data with such Third-Party Service or Third-Party Service provider, You: (a) grant Neeto permission to allow the Third-Party Service and Third-Party Service provider to access data and information about Your usage of the Third-Party Services as appropriate and necessary to enable the interoperation of that Third-Party Service with the Services; (b) acknowledge that any exchange of data between You and any Third-Party Service is solely between You and the Third-Party Service provider; and (c) agree that Neeto is not responsible for any disclosure, modification, or deletion of data resulting from access to such data by Third-Party Services. If Neeto determines, in its sole discretion, that a) any Third-Party Service materially compromises or degrades the performance of the Services; or b) the integration of such Third-Party Service raises issues relating to Applicable Law or could otherwise be detrimental to the legal standing or reputation of Neeto, it may suspend or terminate the integration of such Third-Party Service.
1.6 Right to access account We reserve the right to access Your Account and the information in that Account for support, maintenance, technical, billing, security and servicing purposes.
2. Intellectual Property Rights
2.1 Ownership. Except as expressly stated, these Terms do not grant you any rights, implied or otherwise, to any intellectual property. You own and will continue to own all intellectual property rights in Your Personal Data, and Neeto owns and will continue to own all intellectual property rights in the Services.
2.2 License. Neeto does not claim ownership of any data provided to Us by You, including data related to Your end users. However, You hereby grant Neeto a non-exclusive, non-transferable, non-sublicensable, royalty-free license to use, display, reproduce, and distribute Your data solely for the purpose of providing the Services. When you submit Your data to Us, You grant Us all necessary rights and licenses to use Your data in order to make the Services work. You also represent and warrant that You have all the rights required to grant such rights and licenses to Us.
2.3 Anonymized data. You agree that We have the right, to use, store, transmit, distribute, modify, copy, display, sublicense, and create derivative works of the anonymized, aggregated data. Neeto may use aggregated de-identified data for any lawful purpose, including, without limitation, creating additional products, services and benchmark reports, or for purposes of improving, testing, operating, and promoting and marketing the Services.
2.4 Feedback. In the event that You send any ideas, suggestions, or feedback to Neeto (collectively, the “Feedback”), You acknowledge and agree that such Feedback is non-confidential and non-proprietary to you, and you grant to Neeto a worldwide, royalty-free and non-exclusive license(s) to use, distribute, reproduce, and publicly display such Feedback for any reason or purpose, without attribution or compensation to you.
3. Payment, Billing, pricing, and charges on your account
3.1 Fees. You agree to pay the Fees in accordance with the payment terms when signed up for the Services. You are responsible for paying applicable Taxes.
3.2 Renewals. Unless otherwise stated while signing up for the subscription, each subscription will automatically renew, unless You cancel the subscription prior to renewal. You authorize Neeto to charge Your credit card on file.
3.3 Downgrades. If You fail to pay Fees when they are due, Neeto may downgrade You to a free plan upon reasonable notice. If You are downgraded, You may lose access to certain features or functionality, but these Terms will continue to apply.
3.4 Price Changes. If Neeto increases its pricing, Neeto will provide at least 30 days’ prior notice, and the new pricing will go into effect on renewal. If You do not terminate Your subscription before renewal, You authorize Neeto to collect payment for the increased pricing.
3.5 Free Trial. Neeto may provide a free trial or other promotion which may provide You access to some or all features afforded to paying members of the Services. In order to avoid being charged a subscription fee for the Services, You must cancel your subscription prior to the termination of the trial period.
4. Term & Termination
4.1 Terms. These Terms will continue in effect until terminated as described below.
4.2 Termination for Convenience. You may terminate these Terms at any time by deleting Your account.
4.3 Termination for Breach. Either party may terminate these Terms for material breach if the other party fails to cure the breach within 30 days’ notice.
4.4 Effect of Termination. Upon termination, Neeto may delete or anonymize all Your data within a commercially reasonable period of time, and each party will return or delete any other Confidential Information in its possession.
4.5 Suspension. Neeto may suspend Your access to the Services: (a) to the extent required by law, (b) to prevent injury, death, or a credible risk of harm to Neeto, the Services, or its users, or (c) for repeated violations of our terms and policies. If practicable, Neeto will use reasonable efforts to contact You and give You the opportunity to resolve the issue prior to suspension.
4.6 Survival. Terms that are intended by their nature to survive termination will survive, including confidentiality obligations, limitations of liability, and disclaimers.
4.7 Sole Discretion. All decisions regarding the termination of the Account shall be made in the sole discretion of Neeto.
5.1 Use. If the parties disclose Confidential Information to each other, the recipient will only use the disclosing party's Confidential Information to exercise its rights and fulfill its obligations under these Terms. The recipient will use at least reasonable care to protect Confidential Information.
5.2 Nondisclosure. The recipient will not disclose Confidential Information to anyone except to its employees, agents, or contractors who need to know it and who are bound by confidentiality obligations at least as protective of Confidential Information as those described in this section. The recipient will be responsible for those parties’ breach of this section. A breach of this section may cause irreparable harm and entitle the disclosing party to injunctive relief.
5.3 Required Disclosure. The recipient may disclose Confidential Information to the extent required by law, provided that the recipient uses reasonable efforts to notify the disclosing party in advance and gives them an opportunity to contest the disclosure. Confidential Information disclosed pursuant to this section will otherwise still be subject to the confidentiality obligations described above.
6. Warranty & Disclaimer
The content and functionality on the Services, along with the services provided by employees of Neeto, are offered "as is" without warranty of any kind, either express or implied, including, without limitation, implied warranties of merchantability, fitness for a particular purpose, title and non-infringement. Neeto makes no warranties, express or implied, as to the ownership, accuracy, the completeness or that the functionality of the Services will be uninterrupted or error-free or free from viruses or third-party attacks. You hereby acknowledge that Your use of the Service is at Your sole risk.
The information presented on the Services is made available solely for general information purposes. Neeto does not warrant the accuracy, completeness or usefulness of any such information. Any reliance You place on such information is strictly at your own risk. Neeto disclaims all liability and responsibility arising from any reliance placed on such materials by You or any other visitor to the Services, or by anyone who may be informed of any of its contents.
7. Limitation of liability
UNDER NO CIRCUMSTANCES SHALL NEETO, ITS OFFICERS, OWNERS, EMPLOYEES OR AGENTS AND THEIR RESPECTIVE HEIRS, SUCCESSORS AND ASSIGNS BE LIABLE FOR ANY DAMAGES, INCLUDING DIRECT, INCIDENTAL, PUNITIVE, SPECIAL, CONSEQUENTIAL OR EXEMPLARY DAMAGES THAT DIRECTLY OR INDIRECTLY RESULT FROM USE OF, OR INABILITY TO USE, THE SERVICES OR THE INFORMATION CONTAINED THEREIN, INCLUDING WITHOUT LIMITATION FOR VIRUSES ALLEGED TO HAVE BEEN OBTAINED FROM THE SERVICES, EVEN IF NEETO HAS BEEN NOTIFIED OF THE POSSIBILITY OF SUCH DAMAGES OR LOSSES AND REGARDLESS OF THE THEORY OF LIABILITY.
TO THE GREATEST EXTENT PERMITTED BY LAW, YOU AGREE THAT IN NO EVENT WILL NEETO HAVE ANY LIABILITY, CONTINGENT OR OTHERWISE, FOR ANY INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL, OR EXEMPLARY DAMAGES IN ANY WAY ARISING OUT OF OR RELATING TO THE AGREEMENT, THE SERVICE, OR YOUR USE THEREOF, INCLUDING, BUT NOT LIMITED TO PHYSICAL INJURY, DEATH, EMOTIONAL DISTRESS, LOST PROFITS, LOST DATA, LOSS OF GOODWILL, COPYRIGHT INFRINGEMENT, WORK STOPPAGE, EQUIPMENT FAILURE OR MALFUNCTION, PERSONAL INJURY, PROPERTY DAMAGE, OR ANY OTHER DAMAGES OR LOSSES, EVEN IF NEETO HAS BEEN ADVISED OF THE POSSIBILITY THEREOF, AND REGARDLESS OF THE LEGAL OR EQUITABLE THEORY (CONTRACT, TORT, STATUTE, INDEMNITY OR OTHERWISE) UPON WHICH SUCH LIABILITY IS BASED.
In the event that any of the foregoing limitations are deemed to be unenforceable, to the greatest extent permitted by law, You agree that the entire aggregate liability of Neeto and sole remedy available to You in any case in any way arising out of or relating to the Agreement, shall be limited to monetary damages that in the aggregate may not exceed the greater of $1000.00 or the sum of any amount paid by the Customer to Neeto during the three months prior to notice to Neeto of the dispute for which the remedy is sought.
You agree to indemnify and hold Neeto, its subsidiaries, officers, agents, and partners and employees, harmless from any loss, liability, claim, or demand, including reasonable attorneys' fees, arising out of or related to:
8.2 Any third party claim of infringement of intellectual property rights or invasion of privacy arising from the hosting of Your data in the Services.
8.3 Any activity related to Your Account, be it by You or by any other person accessing Your Account with or without Your consent.
9. Jurisdiction & Dispute Resolution
9.1 Dispute If there is any dispute involving the Services, You expressly agree that all claims and disputes relating to these Terms or the Services may only be brought in the federal or state courts of Broward County, Florida.
9.2 Remaining provisions If any part of these terms is unlawful, void, or unenforceable, that part will be deemed severable and will not affect the enforceability of the remaining provisions.
9.3 Informal Resolution. Before filing a claim, Neeto must first be contacted. If a dispute is not resolved within 30 days of notice, a formal proceeding may be brought in accordance with this section.
9.4 Mandatory Arbitration. Any claims or disputes relating to these Terms or the Services must be resolved through final and binding arbitration. The American Arbitration Association (AAA) will administer the arbitration under its Commercial Arbitration Rules. The arbitration will be in English and held in Broward County, Florida.
9.5 NO CLASS ACTIONS. Disputes with Neeto may only be resolved on an individual basis and neither You nor any user will bring a claim in a class, consolidated, or representative action. The parties expressly waive any class arbitrations, class actions, private attorney general actions, and consolidation with other arbitrations.
10. Featues, Bugs & API
10.1 Features. We designed the Services with care, based on our own experience and the experiences of customers who share their time and feedback. However, there is no such thing as a service that pleases everybody. We make no guarantees that the Services will meet your specific requirements or expectations.
10.2 Bugs. We also test all of our features extensively. As with any software, the Services inevitably have some bugs. We track the bugs reported to us and work through priority ones, especially any related to security or privacy. Not all reported bugs will get fixed and We don’t guarantee completely error-free Services.
10.3 API. The Services offers Application Program Interface("API") for certain activities. You expressly understand and agree that We are not liable for any damages or losses resulting from Your use of the API or third-party products that access data via the API.
10.4 Excessive use. Abuse or excessively frequent requests to the Services via the API may result in the temporary or permanent suspension of your Account’s access to the API. Neeto, in its sole discretion, will determine abuse or excessive usage of the API. If We need to suspend your Account’s access, We will attempt to warn the account owner first. If your API usage could or has caused downtime, we may cut off access without prior notice.
11. General terms
11.1 Entire Agreement. These Terms supersede any prior agreements or understandings between the parties and constitutes the entire agreement between the parties related to access and use of the Services. Any amendments must be in writing and signed by the parties. Notwithstanding anything to the contrary, no other terms or conditions in any Customer documentation or online vendor portals will apply to Neeto’s provision of the services to Customer, unless expressly agreed to in writing by an authorized Neeto representative. You agree that any agreements made by and between You and Us in electronic form are as legally binding as if made in physical written form.
11.2 Modifications Neeto may update these terms by posting the updates to the Neeto Website. Your continued use of the Services after We post any modifications to the Terms will constitute Your acknowledgment of the modifications and Your consent to abide and be bound by the modified terms.
11.3 Assignment. These Terms may not be assigned without the prior written consent of the other party, except Neeto may assign these Terms to an entity or in connection with a merger, acquisition, corporate reorganization, or sale of all or substantially all of its assets. Any other attempt to transfer or assign is void.
11.4 Force Majeure. Under no circumstances shall Neeto will be held liable for inadequate performance to the extent caused by a condition that was beyond Neeto's reasonable control (such as, natural disaster, terrorism, governmental action, or Internet disturbance).
11.5 Severability and no waiver. If any provision of this Agreement is found to be invalid by any court having competent jurisdiction, the invalidity of such provision shall not affect the validity of the remaining provisions of this Agreement, which shall remain in full force and effect. No waiver of any term of this Agreement shall be deemed a further or continuing waiver of such term or any other term. In addition, Neeto’s failure to enforce any term of this Agreement shall not be deemed as a waiver of such term or otherwise affect Neeto’s ability to enforce such term at any point in the future.
11.6 No Third-Party Beneficiaries. You agree that, except as otherwise expressly provided in these Terms, there shall be no third-party beneficiaries to these Terms.
11.7 Statute of Limitations. You agree that regardless of any statute or law to the contrary, any claim or cause of action arising out of or related to the use of the Services and/or these Terms must be filed within three (3) months after such claim or cause of action arose or be forever barred.
11.8 Notices. Notices must be sent via first-class post, airmail, or overnight courier and are deemed given when received. Notices to You may also be sent to the applicable email address and are deemed given when sent. Notices to Neeto must be sent to 382 NE 191st St PMB 39793 Miami, FL 33179 USA. Electronic copy of the notices can be sent to [email protected].
11.9 Publicity. Neeto may include Customer’s name and logo on its website or in other marketing materials or channels solely to reference Customer as Neeto customer, and subject to any trademark usage guidelines provided to Neeto. Customer may revoke its approval at any time.
11.10 Governing Law. These terms will be governed by the laws of the state of Florida without regard to its conflict of laws principles.
11.11 Relationship of the Parties. The parties are independent contractors. These Terms do not create a partnership, joint venture, agency, fiduciary, or employment relationship between the parties.
11.12 Export Controls. Software related to or made available by the Services may be subject to United States export controls. You agree to comply with all relevant U.S. and foreign export and import laws in using the Services. No software from the Services may be downloaded, exported, or re-exported: (a) into (or to a national or resident of) any country to which the United States has embargoed goods; 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 downloading any software related to the Services, 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.
11.13 U.S. Government Restricted Rights. the Services is “commercial items,” “commercial computer software” and “commercial computer software documentation,” pursuant to DFAR section 227.7202 and FAR section 12.212, as applicable. The Services is developed solely at private expense. To the extent permitted in these Terms, any use, modification, reproduction, release, performance, display, or disclosure of the Services by the U.S. Government will be governed solely by these Terms.
11.14 Geographic restrictions. Neeto does not guarantee that the Services is or will be accessible and/or legally permissible in all parts of the world. Access to the Services, or certain parts thereof, may not be legal by certain persons or in certain countries. You acknowledge and agree that if You choose to access the Services from outside the country where you signed up, you do so entirely on your own initiative and at your own risk, and that you are solely responsible for compliance with local laws.
11.15 Territorial restrictions. The information provided within the Services is not intended for distribution to or use by any person or entity in any jurisdiction or country where such distribution or use would be contrary to law or regulation or which would subject us to any registration requirement within such jurisdiction or country. We reserve the right to limit the availability of the Service or any portion of the Service, to any person, geographic area, or jurisdiction, at any time and in our sole discretion, and to limit the quantities of any content, program, product, service, or other feature that we provide.
11.16 English Language. These Terms of service are written in English (US). To the extent any translated version of these Terms of service conflicts with the English version, the English version controls.
11.17 Legal Process. If Neeto receives a request from law enforcement or another third party to provide data or information about You Neeto will only respond to valid Legal Process to the extent required by law. Neeto will notify Customer of the request unless legally prohibited or notification would threaten the safety of an individual.
11.18 Downtime. Neeto will try its best to ensure that the Services is available at all times. However, the Services may be unavailable as the result of planned or unplanned downtime, for reasons including technical issues, legal compliance, security actions, business decisions, or any other cause. We may attempt, but are under no obligation, to inform You of such planned downtime. We will not be liable in any event to You or any other party for any suspension, modification, discontinuance or lack of availability of the Services.
11.19 Third party links and services. the Services may provide (1) information and content provided by third parties; (2) links to third-party resources, such as sellers of goods and services; and (3) third-party products and services for sale directly to You. Neeto is not responsible for the availability of such external sites or resources, and does not endorse and is not responsible or liable for (i) any content, marketing, products, or other materials on or available from such sites or resources, (ii) any errors or omissions in these websites or resources, or (iii) any information handling practices or other business practices of the operators of such sites or resources. You further acknowledge and agree that Neeto shall not be responsible or liable, directly or indirectly, for any damage or loss caused or alleged to be caused by or in connection with use of or reliance on any linked sites or resources. Your interactions with such third parties will be governed by the third parties’ own terms of service and privacy policies, and any other similar terms.
“Account” means an account with Neeto.
“Applicable Law” means the laws to which Neeto is subject, particularly Regulation (EU) 2016/679 (General Data Protection Regulation - “GDPR”), the California Consumer Privacy Act and California Privacy Rights Act of 2020 (together the “CCPA”), the Brazilian Lei Geral de Proteção de Dados (the “LGPD”) and such laws as may be applicable from time to time;
“Confidential Information” means information exchanged by the parties that would reasonably be understood to be confidential given the nature of the information and manner of disclosure, including business, product, technology, and marketing information, discounts, non-public payment terms, audit reports, and Customer Data. Confidential Information does not include information that (a) is or becomes publicly known through lawful means; (b) was known to the recipient prior to disclosure without confidentiality obligations; (c) is received from a third party without breach of confidentiality obligations; or (d) was independently developed by the recipient without use of or access to any Confidential Information.
“Customer Data” means anything that You share with Us, including Personal Data and Confidential Information, and any data which is publicly available.
“Fees” means the fees for the Services when you signed up for using the Services and any applicable Taxes.
“Intellectual Property Rights” means any and all intellectual property rights including, patents, rights to inventions, utility models, copyright and related rights, trade and service marks, trade, business and domain names, rights in trade dress and get-up, rights to goodwill or to sue for passing off, unfair competition rights, rights in designs, rights in computer software, database rights, semiconductor, mask work, and topography rights, moral rights, rights in confidential information (including know-how and trade secrets) and any other intellectual property and industrial property rights, in each case whether registered or unregistered and including all applications for and renewals or extensions of such rights, and all similar or equivalent rights or forms of protection which subsist or may subsist now or in the future.
“Legal Process” means an information disclosure or access request made under law, governmental regulation, court order, subpoena, warrant, governmental regulatory or agency request, or other legal authority, legal procedure, or similar valid process.
“Neeto Website” means Our website at https://neeto.com and other websites mentioned there.
"Personal Data" means any data that can be used to identify an individual, whether directly or indirectly (e.g. name, identification number, location data, an online identifier, etc.). This definition includes any equivalent definition in the Applicable Law.
"Services" means the content, features, functionality, tools, data, software applications and APIs mentioned at Neeto Website.
“Sub-Processing”, means the processing of Personal Data on behalf of the processor by a subcontractor (each a “Sub-Processor”).
“Taxes” means all government-imposed taxes, levies, or duties.
“Third Party/ies” means any persons, whether natural or legal, which are neither You nor Neeto.
"Third-Party Service(s)" means services, software, products, applications, integrations, and other features or offerings that are provided by You or obtained by You from a third party.
“Trial Period” means free access provided to You by neeto for a limited and established period of time, to the Services.
If you have any questions, you can contact us at [email protected] or write to us at Neeto LLC 382 NE 191st St PMB 39793 Miami, FL 33179 USA.