These Terms of Service ("Terms") constitute a legally binding agreement between you and Maayins Technologies LLC ("NetXcel," "we," "us," or "our"), governing your access to and use of the NetXcel cloud-based ERP-to-spreadsheet integration platform, including the Google Sheets™ Add-in, Microsoft Excel Add-in, web application, and all related services (collectively, the "Services").
When we refer to "Customer," "User," "you," or "your," we mean the business, organization, or entity with which you are associated and for which you act ("Company"), unless you are using the Services in your personal capacity, in which case such terms refer to you as an individual.
The Services allow you to: (i) connect to supported enterprise resource planning (ERP) systems, customer relationship management (CRM) systems, and other business applications; (ii) retrieve, query, analyze, and display data from such systems within your spreadsheet environment; and (iii) generate reports, dashboards, and financial analyses using your enterprise data.
Please read these Terms of Service and our Privacy Policy (collectively, the "Agreement") carefully. By accessing, downloading, installing, or using the Services, you agree to be bound by this Agreement, and you represent and warrant that (1) you are at least 18 years old, (2) you have read and understand this Agreement, (3) the laws of the jurisdiction in which you reside do not prohibit you from entering into this Agreement or using the Services, (4) you accept this Agreement, and (5) you have full legal authority to bind your Company to this Agreement.
1.1 We may change, modify, add, or remove portions of the Agreement (each, an "Update") at any time and in our sole discretion without prior notice, and each such Update will be effective immediately. If we make an Update, we will change the "Last Updated" date above. Your continued use of the Services will confirm your acceptance of the Update. We encourage you to frequently review this Agreement. If you do not agree to an Update, you must discontinue using the Services.
2.1 The specific Services that you and your personnel (if applicable) are using shall be set forth in the applicable order form, subscription plan, invoice, or similar purchase summary ("Order"), pursuant to the pricing, terms, and other conditions set forth on the Order. Your use of the Services is subject to the Order and this Agreement. In the event of any conflict between this Agreement and the Order, the conflicting terms of the Order shall control.
2.2 Currently Supported Integrations. NetXcel currently supports integration with Oracle NetSuite. Additional ERP, CRM, and business application integrations may be added in the future. The availability and scope of integrations are subject to change at our discretion.
3.1 You may be required to create an account to use certain features of the Services ("Account"). Your Company is responsible for the actions and inactions of all Accounts affiliated with your Company.
3.2 You can update your Account settings by logging into your Account. We may, in our sole discretion, reject, change, suspend, and/or terminate your Account.
3.3 You may not allow any third party to access your Account or access the Services through your Account. Your Account is not transferable to any third party or to another Account. You must immediately notify us of any unauthorized use of your Account or any other breach or threatened breach of security. Each individual must have a separate Account, and sharing of an Account by more than one individual is prohibited.
3.4 In addition, you agree that:
3.4.1 You will not attempt to create Accounts, access, or collect information in unauthorized ways.
3.4.2 You will not attempt to buy, sell, rent, lease, or transfer any aspect of your Account or solicit, collect, or use login credentials of other users.
3.4.3 You will not create multiple Accounts for yourself.
3.4.4 You will not create, or attempt to create, an Account if we have already disabled or suspended your Account (unless we give you permission).
4.1 Subscription Plans. Some parts of our Services are subject to fees and are billed on a subscription basis ("Subscription"). If you purchase a Subscription, you will be billed in advance on a recurring and periodic basis as specified at the time of purchase ("Subscription Term"). Subscription Terms are set either on a monthly or annual basis, depending on the type of Subscription plan that you select.
4.2 Payment Methods. A valid payment method, including a credit or debit card, is required to process the payment for your Subscription, unless otherwise agreed upon by NetXcel in writing. You agree to provide us with accurate and complete billing information. By submitting such payment information, you automatically authorize NetXcel to charge all Subscription fees incurred through your Account to your designated payment method. Payment transactions are processed by a third-party payment processor, and your full financial information is not shared with us.
4.3 Auto-Renewal. Unless you terminate or otherwise modify your Subscription prior to the expiration of your current Subscription Term, your Subscription will automatically renew for another Subscription Term on the same plan and for the same period as your current Subscription Term. You will be automatically charged the applicable then-current Subscription fee for the renewal.
4.4 Cancellation by You. You may cancel your paid Subscription at any time, for any reason, through your Account. Cancellation or expiration of your Subscription may revert your Account to a free or unpaid version at the end of the current Subscription Term. Fees already paid are not refundable, even if you cancel your Subscription (unless otherwise explicitly stated or required by law). You may also terminate your Account at any time by contacting support@maayins.com.
4.5 Cancellation by Us. We reserve the right to terminate or suspend your Account and/or our Services to you at any time and for any reason upon notice to you. If we terminate or suspend your Account without cause, we will refund a prorated portion of any prepayment amount for prepaid but unused Services. We will not refund or reimburse you if we terminate your Account for cause, including, without limitation, for any violation of this Agreement.
4.6 Effect of Cancellation. Canceling or downgrading your Subscription may cause the loss of features or other capabilities of your Account, and NetXcel does not accept any liability for such loss. If you do not log in to your Account for twenty-four (24) or more months, we reserve the right to designate your Account as "inactive" and delete the Account and/or all the data associated with it, including all Customer Data.
4.7 Refunds. Except as explicitly provided herein, all fees and payments are non-refundable and non-transferable except as required by law.
4.8 Taxes. You agree to be responsible for and to pay any applicable sales, use, VAT, excise, withholding, or any other applicable taxes that may be imposed based on this Agreement or the use of the Services.
4.9 Pricing Changes. We may change or modify fees and pricing, including Subscription fees and pricing, at any time in our discretion. Any pricing changes will take effect at the time of the next Subscription Term immediately following such change. We will provide you with prior notice of any change in Subscription fees or pricing.
4.10 Free Trials. We may provide free access to the Services or portion(s) or feature(s) thereof (the "Free Trial Period"). If you do not continue with a paid Subscription at the conclusion of your Free Trial Period, your Account may be reverted to a free Account. You may only use a Free Trial offer once. We reserve the right to withdraw or to modify the Free Trial offer at any time without prior notice and with no liability.
5.1 "Customer Data" means any data submitted by you to NetXcel or retrieved through the Services from your connected enterprise systems in connection with your use of the Services. You hereby grant to NetXcel and its affiliates a non-exclusive, worldwide, fully paid-up, and royalty-free license to access, use, process, copy, store, modify, and transmit the Customer Data solely for those purposes necessary to provide the Services.
5.2 Representations and Warranties. You represent and warrant to NetXcel that: (i) no Customer Data contains content that may infringe upon the intellectual property rights or any other rights of another, or violate any applicable laws; (ii) you have provided all necessary notices and have obtained all necessary rights, releases, and permissions to transmit Customer Data to us, including to grant the rights provided within this Agreement; and (iii) our use of the Customer Data to provide the Services will not violate any laws, rules, regulations, or the privacy or other rights of any third party. You shall be solely responsible for the accuracy, quality, content, and legality of your Customer Data.
5.3 Ownership. Notwithstanding any provision to the contrary herein, you shall at all times retain sole ownership of your Customer Data.
5.4 No Sensitive Data. Our Services are not designed to collect or store, and you are prohibited from uploading or submitting to the Services, any personal health information, personal financial information (e.g., credit card numbers, bank account numbers), government-issued identification numbers, passwords, or other sensitive personal information. We have no liability for any such data or information.
5.5 Aggregate Data. You understand and agree that we may monitor, collect, and compile data and information related to or derived from your use of the Services in an aggregate and anonymized manner (the "Aggregate Data"). All right, title, and interest in Aggregate Data, and all intellectual property rights therein, belong to and are retained solely by NetXcel. This right shall survive any termination or expiration of the Agreement.
6.1 In order to provide the Services, you may be required to provide credentials, API tokens, or other authentication information for your connected enterprise systems (e.g., Oracle NetSuite). You are solely responsible for ensuring that such credentials are authorized for use with the Services and that your use of the Services complies with the terms of service of your enterprise system provider.
6.2 NetXcel employs industry-standard security measures including OAuth 2.0 authentication, AES-256 encrypted credential storage, and multi-tenant architecture with data isolation. However, we do not guarantee that unauthorized third parties will never be able to defeat our security measures, and you acknowledge that you provide such credentials at your own risk.
6.3 You are responsible for maintaining the confidentiality and security of your enterprise system credentials and for all activities that occur under those credentials in connection with the Services.
7.1 The Services, including all information and materials contained in the Services, are owned and operated by NetXcel. All content, images, source and object code, algorithms, visual interfaces, information, graphics, design, look and feel, and all other elements of the Services (collectively, the "Materials"), as well as their selection and arrangement, and all intellectual property and other rights relating to Materials, are protected by United States copyright, trade dress, patent, and trademark laws, international laws, and all other relevant intellectual property and proprietary rights. All Materials are the property of NetXcel or its licensors. As between the parties, NetXcel owns and retains all right, title, and interest in and to the Services. There are no implied licenses granted by NetXcel under this Agreement.
8.1 You agree that you will not:
8.1.1 Use the Services for any illegal purpose, or in violation of any local, state, national, or international law.
8.1.2 Attempt to gain unauthorized access to the Services, or any part of them, other accounts, computer systems, or networks connected to the Services through hacking, password mining, or any other means.
8.1.3 Remove, circumvent, disable, damage, or otherwise interfere with security-related features of the Services.
8.1.4 Modify, disassemble, decompile, or reverse engineer the Services.
8.1.5 Rent, lease, loan, resell, sublicense, distribute, or otherwise transfer the Services to any third party.
8.1.6 Use the Services to stalk, harass, abuse, defame, threaten, or defraud any other person or entity.
8.1.7 Intentionally interfere with or damage the operation of the Services, including uploading viruses, worms, or other malicious code.
8.1.8 Use the Services if you are under the age of eighteen (18) years old.
9.1 The Services integrate with third-party enterprise systems, platforms, and services ("Third-Party Services"). We do not endorse any Third-Party Service or the information, material, products, or services accessible through them. Access and use of any Third-Party Service is solely at your own risk. You are responsible for complying with any applicable terms of service of such Third-Party Services.
10.1 THE SERVICES ARE PROVIDED "AS IS," "AS AVAILABLE," AND WITHOUT WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED. NETXCEL AND ITS SUPPLIERS, LICENSORS, AND PARTNERS DISCLAIM ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING IMPLIED WARRANTIES OF TITLE, MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT OF PROPRIETARY RIGHTS.
10.2 NETXCEL DOES NOT WARRANT THAT THE FUNCTIONS CONTAINED IN THE SERVICES WILL BE UNINTERRUPTED OR ERROR-FREE, THAT DEFECTS WILL BE CORRECTED, OR THAT THE SERVICES ARE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS.
10.3 NETXCEL DOES NOT WARRANT THE ACCURACY, COMPLETENESS, OR TIMELINESS OF DATA RETRIEVED FROM YOUR CONNECTED ENTERPRISE SYSTEMS. YOU ARE SOLELY RESPONSIBLE FOR VERIFYING THE ACCURACY OF ANY DATA, REPORTS, OR ANALYSES GENERATED THROUGH THE SERVICES.
11.1 Indemnification by You. You agree to indemnify, defend, and hold NetXcel (and its affiliated companies and its and their respective contractors, employees, directors, officers, and agents) harmless from any and all claims, suits, actions, losses, costs, damages, and any other liabilities, including attorneys' fees, brought by a third party arising out of or related to: (i) your use or misuse of the Services; (ii) any violation of the rights of any other person or entity by you; (iii) any breach or violation by you of this Agreement; or (iv) any allegation that your Customer Data infringes upon or misappropriates the intellectual property or other proprietary right of a third party.
12.1 YOU ACKNOWLEDGE AND AGREE THAT UNDER NO CIRCUMSTANCES, INCLUDING NEGLIGENCE, WILL NETXCEL (OR ITS AFFILIATED COMPANIES OR ANY OF ITS OR THEIR RESPECTIVE CONTRACTORS, EMPLOYEES, DIRECTORS, OFFICERS, OR AGENTS) BE LIABLE TO YOU FOR ANY SPECIAL, INDIRECT, INCIDENTAL, PUNITIVE, RELIANCE, CONSEQUENTIAL, OR EXEMPLARY DAMAGES, EVEN IF NETXCEL OR A NETXCEL AUTHORIZED REPRESENTATIVE HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
12.2 IN NO EVENT SHALL NETXCEL'S TOTAL AGGREGATE LIABILITY ARISING OUT OF OR RELATED TO THIS AGREEMENT EXCEED THE TOTAL AMOUNT PAID BY YOU TO NETXCEL FOR THE SERVICES DURING THE TWELVE (12) MONTHS IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO THE CLAIM.
12.3 YOU ACKNOWLEDGE AND AGREE THAT THE LIMITATION OF LIABILITY SET FORTH IN THIS SECTION WILL SURVIVE ANY TERMINATION OR EXPIRATION OF THE AGREEMENT AND WILL APPLY EVEN IF ANY LIMITED REMEDY SPECIFIED HEREIN IS FOUND TO HAVE FAILED OF ITS ESSENTIAL PURPOSE.
13.1 You agree that NetXcel may suspend or terminate your use of the Services or any portion thereof at any time, as the result of a good faith belief that you have violated any of the terms of the Agreement. These remedies are in addition to any other remedies we may have at law or in equity.
13.2 Upon termination of your Account, your right to use the Services will immediately cease. NetXcel may delete your Account data, including Customer Data, following termination. It is your responsibility to export any data you wish to retain prior to termination.
14.1 This Agreement shall be governed by and construed in accordance with the laws of India, without giving effect to any principles of conflicts of law. Any dispute arising under this Agreement shall be subject to the exclusive jurisdiction of the courts located in Madhya Pradesh, India.
15.1 Severability. If any provision of this Agreement shall be unlawful, void, or for any reason unenforceable, then that provision shall be deemed severable from this Agreement and shall not affect the validity and enforceability of any remaining provisions.
15.2 Waiver. A provision of this Agreement may be waived only by a written instrument executed by the party entitled to the benefit of such provision. The failure of any party at any time to require performance of any provision of this Agreement shall in no manner affect such party's right at a later time to enforce the same.
15.3 Assignment. This Agreement may not be transferred or assigned by you. NetXcel may at any time transfer or assign this Agreement to a third party without restriction.
15.4 Notices. NetXcel may provide you with notices, including those regarding changes to this Agreement, by email, regular mail, or postings on the Services.
15.5 Entire Agreement. This is the entire agreement between us relating to the subject matter herein and shall not be modified except in writing, signed by both you and NetXcel, or by a change to the Agreement.
15.6 Claims. You and NetXcel agree that any cause of action arising out of or related to the Services must commence within one (1) year after the cause of action accrues. Otherwise, such cause of action is permanently barred.
15.7 Survival. Any and all provisions related to or regarding limitation of liability, disclaimers, indemnification, and intellectual property, as well as any other provisions which by their nature are intended to survive expiration or termination of this Agreement, do and hereby survive any expiration or termination of this Agreement.
NetXcel welcomes your comments or questions regarding these Terms of Service.
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