Terms of Service
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Effective date: July 5, 2023
Please carefully read these Terms of Service ("Terms") before using the Naas Products (as defined below) offered by Naas Inc. ("Naas"). By using the Naas Products, you ("Customer") agree to be bound by these Terms. If you are using the Naas Products on behalf of a business customer, you represent and warrant that you are authorized to agree to these Terms on behalf of such business customer.
1. Users; Naas Products; Modification of Terms
Naas allows both individual users ("Individual Customers") and entities ("Business Customers") to create an account to access the Naas Products (an "Account"). "Customer" as used herein refers to both Individual Customers and Business Customers. Upon creating an Account and accessing the Naas Products, Customer agrees to comply with these Terms.
Naas reserves the right to modify or replace these Terms at any time. By continuing to use the Naas Products after any revisions to these Terms become effective, Customer agrees to be bound by the revised terms.
2. Account; Access
Customer must provide accurate, complete, and updated account information for their Account. Each Individual Customer may create a single Account. Customer is responsible for maintaining the security of their Account, including passwords and files. Business Customers shall cooperate with Naas to ensure designated employees have appropriate access levels.
3. Restrictions and Responsibilities
Customer agrees not to reverse engineer, decompile, disassemble, or attempt to discover the source code or underlying structure of the Naas Products. Customer shall not reproduce, duplicate, modify, or create derivative works based on the Naas Products. Customer agrees not to sell, resell, or use the Naas Products for the benefit of a third party. Customer shall not remove or alter any proprietary notices or labels from the Naas Products.
Customer shall use the Naas Products in compliance with applicable laws and regulations. Customer agrees not to use the Naas Products in a manner that infringes or violates any intellectual property right or other right of any person.
4. Proprietary Rights
Customer retains ownership of any data or information provided to Naas through the use of the Naas Products ("Customer Data"). Customer grants Naas a license to store, use, and make available Customer Data for the purpose of providing the Naas Products. Naas retains ownership of the Naas Products and all related intellectual property rights.
Customer is responsible for the accuracy, quality, and legality of Customer Data. Customer represents and warrants that it has all necessary rights to provide the Customer Data to Naas.
Customer shall pay the fees described in the applicable Order Form or pricing plan for the Naas Products. Naas reserves the right to change the fees upon prior notice. Customer is responsible for all taxes associated with the Naas Products, except for taxes based on Naas' net income.
6. Terms; Termination; Survival
This Agreement is effective for the initial term specified in the Order Form and automatically renews for additional periods unless either party requests termination. Either party may terminate this Agreement for material breach by the other party. Certain provisions, including confidentiality obligations and limitations of liability, shall survive termination.
7. Data Privacy and Security
8. Warranty Disclaimer
Naas does not warrant that the Naas Products will be uninterrupted or error-free. The Naas Products are provided "as is," and Naas disclaims all warranties, including implied warranties of merchantability and fitness for a particular purpose.
- Limitation of Liability
Except for Customer's indemnification obligations, Naas shall not be responsible or liable for any damages, including indirect, exemplary, incidental, or consequential damages. Naas' liability, if any, shall not exceed the fees paid by Customer for the Naas Products.
Customer shall defend, indemnify, and hold Naas harmless from any liabilities, claims, and expenses arising from Customer's use of the Naas Products or any breach of these Terms.
If any provision of these Terms is found to be unenforceable, that provision will be limited or eliminated to the minimum extent necessary, and the remaining provisions will remain in full force and effect. Neither party may assign its rights or obligations without the other party's written consent. This Agreement constitutes the entire agreement between the parties and supersedes any previous agreements. Notices under this Agreement will be in writing and deemed received when sent to the contact information provided by each party. This Agreement shall be governed by the laws of [Insert Jurisdiction], and the parties consent to the exclusive jurisdiction and venue of the courts in [Insert Jurisdiction].
By using the Naas Products, Customer acknowledges and agrees to be bound by these Terms.