YOU MAY NOT ACCESS, OR ATTEMPT TO ACCESS, THE PORTIONS OF THE SITE THAT REQUIRE A PASSWORD FOR ACCESS OTHER THAN AS AN AUTHORIZED USER PURSUANT TO THE MAIN AGREEMENT. IF YOU ARE AN AUTHORIZED USER, YOU MAY NOT ACCESS THE SITE AND EXCEED THE SCOPE OF YOUR PERMITTED USE UNDER THE MAIN AGREEMENT.
Please review these Terms carefully. If you do not agree to these Terms, you have no right to obtain information from NetSuite, access or use the Materials, or otherwise use the Site. Failure to use the Site or Materials in accordance with these Terms may subject you to civil and criminal actions and penalties under applicable law. Except with respect to the Main Agreement, these Terms constitute the entire and only agreement between NetSuite and you, and supersede all prior or contemporaneous agreements, representations, warranties, and understandings with respect to the Materials and Site. These Terms may be amended by NetSuite at any time without notice to you. Your continued use of the Site indicates your acknowledgement of, and consent to, updated Terms.
Requirements and Restrictions:
Ownership. Subject to the limited rights expressly granted herein, NetSuite reserves all rights, title, and interest in and to the Site and Materials, including all related intellectual property rights.
Limited Rights; Restrictions. Your right to use the Materials is set forth your Main Agreement, as may be supplemented and modified by these Terms. The Site and Materials may not be used for any benchmarking or other competitive purposes. Copying, redistribution, use, display, or publication by you of any part of the Site or Materials is strictly prohibited. You may not use any robot, spider, scraper, deep link or other similar automated data gathering or extraction tools, program, algorithm, or methodology to access, acquire, copy, or monitor the Site or Materials. Except in connection with permitted activity pursuant to a NetSuite partner program, you may not link to the Site without NetSuite’s prior written consent. You may not: (i) access or use the Site in any manner that could damage, disable, overburden, or impair any NetSuite accounts, computer systems, or networks; (ii) attempt to gain unauthorised access to any parts of the Site or any accounts, computer systems, or networks; or (iii) interfere or attempt to interfere with the proper working of the Site, Materials, or any accounts, computer systems, or networks.
This Site is not a part of the “NetSuite Service” or “Service” (as defined in your Main Agreement) and does not grant to you the right to access or use an account of the NetSuite Service or Service. If you require a development account of the NetSuite Service or Service, please contact NetSuite. Upon any termination of your Main Agreement, you must cease access of the Site and destroy all full and partial copies of the Materials immediately and, if requested by NetSuite, certify in writing that the Materials were destroyed.
If use of any aspect of the Site requires you to register for an account, you must complete the registration process by providing us with current, complete, and accurate information as required by the applicable registration form. You may also be required to choose a password and a user name. Access to and use of password protected or secure areas of the Site are restricted to authorised users only. You agree not to share your passwords, account information, or access to the Site with any other person. You are responsible for maintaining the confidentiality of passwords and account information, and you are responsible for all activities that occur through the use of your passwords or accounts, or as a result of your access to the Site. You agree to notify NetSuite immediately of any use of your passwords or accounts that you did not authorise or that is not authorised by these Terms or the Main Agreement.
If you suspect that the Site or Materials include a security vulnerability, you agree to report such suspected vulnerability to email@example.com.
U.S. Government Rights. The Materials are “commercial items” as such term is defined at FAR 2.101. If you are a U.S. Federal Government (Government) Executive Agency (as defined in FAR 2.101), NetSuite provides the Materials, including any related software, technology, technical data in accordance with the following: (a) if acquired by or on behalf of any Executive Agency (other than an agency within the Department of Defense (DoD), the Government acquires in accordance with FAR 12.211 (Technical Data) and FAR 12.212 (Computer Software), only those rights in technical data and software customarily provided to users set forth in these Terms; or (b) if acquired by or on behalf of any Executive Agency within the DoD, the Government acquires, in accordance with DFARS 227.7202-3 (Rights in commercial computer software or commercial computer software documentation), only those rights in technical data and software customarily provided in these Terms. In addition, DFARS 252.227-7015 (Technical Data-Commercial Items) applies to technical data acquired by DoD agencies. Any Federal Legislative Agency or Federal Judicial Agency will obtain only those rights in technical data and software customarily provided to the public as set forth in these Terms. If any Federal Executive Agency, Federal Legislative Agency, or Federal Judicial Agency has a need for rights not conveyed under the terms described in this Section, it must negotiate with NetSuite to determine if there are acceptable terms for transferring such rights, and a mutually acceptable written addendum specifically conveying such rights must be included in any applicable contract or agreement to be effective. This U.S. Government Rights Section is in lieu of, and supersedes, any other FAR, DFARS, or other clause, provision, or supplemental regulation that addresses Government rights in computer software or technical data under these Terms.
Trademark Information. You are expressly prohibited from using NetSuite’s trademarks, service marks, name, and logos without NetSuite’s prior written consent in each instance. Without limiting the foregoing, you acknowledge and agree that you may not use the name “NetSuite Inc.” or “NetSuite” or any other NetSuite intellectual property to endorse or promote products derived from the Materials without express and specific prior written permission of NetSuite.
Copyright Infringement. If you believe that your work has been copied in a way that constitutes copyright infringement on the Site or through the Materials, please provide NetSuite’s copyright agent the written information specified below. Please note that this procedure is exclusively for notifying NetSuite that your copyrighted material has been infringed.
NetSuite’s Copyright Agent for notice of claims of copyright infringement on the Site can be contacted as follows:
Attn: General Counsel
2955 Campus Drive, Suite 100
San Mateo, CA 94403 USA
Editing, Deleting and Modification. NetSuite reserves the right to change, edit, or delete any documents, information, or Materials appearing on the Site.
Indemnification. You agree to indemnify, defend and hold NetSuite and its respective directors, officers, shareholders, employees, agents, attorneys, and affiliates (collectively, "Affiliated Parties") harmless from any liability, loss, claim or expense, including reasonable attorneys' fees, related to your use of the Site or Materials, or any violation of these Terms.
Assignment. NetSuite may assign these Terms to an entity in connection with a merger, acquisition, asset transfer, or corporate reorganisation.
WARRANTY DISCLAIMER. THE SITE AND THE MATERIALS ARE PROVIDED "AS IS" AND "AS AVAILABLE." TO THE FULLEST EXTENT PERMISSIBLE PURSUANT TO APPLICABLE LAW, NETSUITE AND ITS AFFILIATED PARTIES DISCLAIM ALL WARRANTIES EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO, THE IMPLIED WARRANTIES OF TITLE, NON-INFRINGEMENT, FITNESS FOR A PARTICULAR PURPOSE, OR MERCHANTABILITY. NETSUITE DOES NOT WARRANT THAT THE SITE OR MATERIALS WILL BE UNINTERRUPTED, ERROR-FREE, CORRECT, ACCURATE, OR RELIABLE, THAT DEFECTS WILL BE CORRECTED, THAT THERE ARE NO VIRUSES OR OTHER HARMFUL COMPONENTS, OR THAT SECURITY METHODS EMPLOYED WILL BE SUFFICIENT.
LIMITATION OF LIABILITY. IN NO EVENT WILL NETSUITE OR AFFILIATED PARTIES BE LIABLE FOR ANY LOSS OF USE, LOSS OF PROFITS, INTERRUPTION OF BUSINESS, INDIRECT, INCIDENTAL, CONSEQUENTIAL, PUNITIVE, OR SPECIAL DAMAGES ARISING HEREFROM OR RELATED HERETO IN ANY CAUSES OF ACTION OF ANY KIND, EVEN IF NETSUITE WAS ADVISED OF THE POSSIBILITY OF SUCH DAMAGES OR SHOULD HAVE BEEN AWARE OF THE POSSIBILITY OF SUCH DAMAGES. NETSUITE’S AGGREGATE LIABILITY TO YOU FOR EVERY REASON UNDER THESE TERMS WILL BE LIMITED TO US$50.00. NO ADVICE OR INFORMATION, WHETHER ORAL OR WRITTEN, YOU OBTAIN FROM US FROM OR THROUGH THE SITE OR MATERIALS WILL CREATE ANY WARRANTY, REPRESENTATION, OR GUARANTEE NOT EXPRESSLY STATED IN THESE TERMS.
Links to Other Websites; Third Party Materials. The Site and Materials may now, or hereafter, contain links to third-party websites or content provided third parties, including User Submissions, as defined below (collectively, “Third Party Materials”). NetSuite does not control, investigate, monitor, or check such Third Party Materials. NetSuite is not responsible for the Third Party Materials or opinions expressed therein. The inclusion of Third Party Materials on the Site does not imply approval or endorsement of such Third Party Materials by NetSuite. If you decide to leave the Site and access any Third Party Materials, you do so at your own risk. The Third Party Materials may be subject to the terms of third party license agreements that may be made available to you when you view or download the applicable Third Party Materials.
User Submissions. Certain areas of the Site (such as forums, customer ratings, or review areas) may permit you to submit feedback, comments, information, ideas, data, text, software, music, sound, photographs, graphics, video, messages, or other materials (“User Submissions”). All User Submissions that you submit will be considered non-confidential. By submitting such User Submissions to us: (i) you represent and warrant that NetSuite’s use of your User Submissions does not and will not breach any agreement, violate any law, or infringe any third party's rights and that such User Submissions are accurate and true; (ii) you represent and warrant that you have all rights to enter into these Terms and provide User Submissions; (iii) you understand and agree that NetSuite is free to use in any manner all or part of the User Submissions on an unrestricted basis without the obligation to notify, identify, or compensate you or anyone else; and (iv) you grant NetSuite all necessary rights, including a waiver of all privacy and moral rights, to use and display all User Submissions, in whole or in part, or as a derivative work, without any duty by NetSuite to anyone whatsoever. You acknowledge that you are responsible for and bear all risk as to the use or distribution of User Submissions. In addition, in the event that you provide User Submissions to NetSuite for publication as a NetSuite “Customer Success” story, NetSuite may, in its sole discretion, accept, reject, and edit such content. Any such editing will be in good faith, and NetSuite will endeavour not to misrepresent your testimonials. If you provide User Submissions to NetSuite for publication as a product or service review on SuiteApp.com or other review area on the Site, NetSuite may (i) edit such User Submissions for style or length and (ii) to the extent the review is negative, as determined by NetSuite in its reasonable opinion, provide such User Submission to the developer or distributor of such SuiteApp or other product or service for consideration or response and enable such developer or distributor to contact you directly to discuss your User Submissions, and you expressly authorise NetSuite to share your contact information with such developer or distributor for such purpose. NetSuite is not obligated to provide you with any feedback or response related to a User Submission or to post or publish User Submissions. If NetSuite provides you with feedback of any kind, NetSuite retains all right, title, and interest in and to such information, and you may use such information for your non-commercial internal business purposes only. If you are viewing User Submissions in the form of a product or service review on SuiteApp.com or other review area on the Site, be advised that NetSuite may not post or publish all User Submissions related to such product or service, and that NetSuite may modify the original User Submissions as permitted in these Terms.
You are expressly prohibited from collecting information about other users of the Site, Materials, or Service for the purpose of sending, or to facilitate the sending of, unsolicited bulk communication, advertising, promotional materials, junk mail, spam, chain letters, pyramid schemes, or any other solicitation to other users of the Site. NetSuite retains the right to remove or correct any posting that violates these Terms or NetSuite’s policies, at its sole discretion. Certain User Submissions may be subject to additional terms and requirements.
Export Compliance. The Materials and derivatives thereof may be subject to export and import laws and regulations of the United States and other jurisdictions. You represent that you are not named on any U.S. government denied-party list. You will not permit any access or use any Materials in or from a U.S.-embargoed country (currently Cuba, Iran, North Korea, Sudan, and Syria) or in violation of any export or import law or regulation of any jurisdiction.
Forward-looking and Cautionary Statements. Statements set forth on the Site may constitute forward-looking and cautionary statements within the meaning of the Private Securities Litigation Reform Act of 1995 or other applicable laws. While these forward-looking statements represent our current judgment on what the future holds, they are subject to risks and uncertainties that could cause actual results to differ materially. You are cautioned not to place undue reliance on these forward-looking statements, which reflect our opinions only as of the date such statements are set forth in the Site. Please keep in mind that we are not obligating ourselves to revise or publicly release the results of any revision to these forward-looking statements in light of new information or future events. You should also review our most recent Form 10-K and Form 10-Q for a more complete discussion of these factors and other risks, particularly under the heading "Risk Factors." For more information, see http://www.netsuite.com/portal/investors/overview.shtml.
Miscellaneous. Any cause of action by you with respect to the Site or Materials must be instituted within one (1) year after the cause of action arose or be forever waived and barred. All actions will be subject to the limitations set forth under "Warranty Disclaimer" and “Limitation of Liability” above. The language in these Terms will be interpreted as to its fair meaning and not strictly for or against you or us. Should any part of these Terms be held invalid or unenforceable, that portion will be construed consistent with applicable law and the remaining portions will remain in full force and effect. To the extent that anything in or associated with the Site or Materials is in conflict or inconsistent with these Terms, these Terms will take precedence. Our failure to enforce any provision of these Terms will not be deemed a waiver of such provision.
Dispute Resolution. These Terms will be governed by the laws of the State of California, excluding conflicts of laws principles. The United Nations Convention on Contracts for the International Sale of Goods does not apply to these Terms. In the event of a dispute, NetSuite encourages you first to contact NetSuite to resolve your problem directly with us. You may contact NetSuite regarding any complaints or disputes at firstname.lastname@example.org.
Except in the event that NetSuite or an Affiliated Party seeks a provisional remedy related to claims of misappropriation or ownership of intellectual property, trade secrets, or confidential information, any and all disputes, claims or controversies arising out of or relating to these Terms must be submitted to JAMS for mediation before arbitration or any other form of legal relief may be instituted. Mediation may be commenced by a party providing JAMS a written request for mediation setting forth the subject of the dispute and the relief requested. The parties will cooperate with JAMS in selecting a single mediator and scheduling a mediation, which should take place within 45 days following a request for mediation. The mediator will be a retired judge who has had experience with technology disputes. The parties agree that they will participate in the mediation in good faith and share equally in its costs. The mediation will take place in either San Francisco or Santa Clara County, California.
If for any reason a claim proceeds in court rather than in arbitration, you and NetSuite each waive any right to a jury trial and agree to proceed only on an individual basis and not in a class, consolidated, or representative action. The parties hereby appoint the arbitrator the exclusive power to rule on any challenges to the requirement for the use of alternative dispute resolution in these Terms.
Except as explicitly provided in these Terms, all claims you bring against NetSuite must be resolved in accordance with this Dispute Resolution section. Any claim filed or brought contrary to this Dispute Resolution section will be considered improperly filed. Should you file a claim contrary to this section, NetSuite may recover from you attorneys' fees and costs up to $1500 per claim, provided that NetSuite first has notified you in writing of the improperly filed claim and you have failed to promptly withdraw the claim.
Version: October 28, 2016