General Terms and Conditions
Netbriefings AgreementBy signing up for Netbriefings Inc. (“Netbriefings”) Services, Customer is acknowledging that Customer agrees with the following General Terms and Conditions. It is anticipated that Netbriefings, Inc. will enter into arrangements whereby Customer will purchase certain services (“Services”) from Netbriefings from time to time by electronically subscribing for various Service Options offered by Netbriefings. It is the intent of the parties that the General Terms and Conditions below shall apply to all Service Options subscribed for by Customer after the date of this Agreement, and that the General Terms and Conditions below shall be construed as a term of any purchase of Services by Customer from Netbriefings after the date of this Agreement. Netbriefings reserves the right to amend these General Terms and Conditions at any time upon ninety (90) days prior notice to Customer.
Customer shall be solely responsible for protection of its transmission facilities, premises, equipment, its data entered on the services, and its ID(s), password(s), user names and the like, or any other third party using the Services through Customer, from all unauthorized access or use. Customer shall use reasonable measures, commensurate with accepted industry standards, for such protection.
Customer acknowledges that Services are provided under a “Named Account” model. Named Accounts are individualized and may not be shared or used by anyone other than the one employee to whom the Named Account is assigned. The identification of Named Account must be unique to an individual and may not be of a generic nature. A Named Account may be transferred to another subscriber employee. Additional Named Accounts may be purchased at www.netbriefings.com.
Customer agrees that Customer is responsible for all content, video, audible, or written used with the Services. Customer agrees not to use the Services for any message or material that is libelous, threatening, obscene, indecent, would violate the intellectual property rights of any party or is otherwise unlawful. Although Netbriefings is not responsible for any such use, Netbriefings may delete any such content which Netbriefings becomes aware of at any time without notice to Customer.
Customer acknowledges that the Internet, or any wide-area communication network that may be utilized (hereinafter “WAN”) is not a secure or an error free network and that transmissions made on the WAN may not be completed or may contain errors or omissions. The WAN, or portions thereof, may also become inaccessible or inoperable, in whole or in part, at any time or from time to time.
Customer shall be responsible for all taxes on Services provided under any Service Option, exclusive of taxes based solely on Netbriefings’ net income. Customer will reimburse Netbriefings for all sales, use, or excise taxes assessed by any taxing authority, whether such taxes are invoiced initially to Customer or assessed retroactively based upon audits by any governmental taxing authority.
Customer agrees to pay Netbriefings for all costs of collection, including reasonable attorney’s fees, incurred in the collection of any delinquent accounts.
Netbriefings warrants that all Services will be performed in accordance with industry standards. THIS WARRANTY IS GIVEN IN LIEU OF ALL OTHER EXPRESSED AND IMPLIED WARRANTIES. NETBRIEFINGS MAKES NO OTHER WARRANTIES OF ANY KIND, INCLUDING BUT NOT LIMITED TO ANY IMPLIED WARRANTIES OF MERCHANTABILITY OR OF FITNESS FOR A PARTICULAR PURPOSE.
If data furnished by the Customer and archived by Netbriefings is lost, destroyed, or impaired (“Loss”) through the negligence of Netbriefings, then Netbriefings’ liability and Customer’s remedy shall be that Netbriefings will either (i) to the extent reasonably possible, restore archived data from Netbriefings’ archives if an archive was requested and Netbriefings is notified in writing of the Loss within sixty (60) days of the Loss, or (ii) if Netbriefings is notified of the Loss beyond said sixty (60) day period, provide to Customer a credit for charges paid in connection with the archive of the lost data. This shall be Netbriefings' total liability to Customer. Under no circumstances shall Netbriefings be responsible for re-transmission of messages. IN NO EVENT WILL NETBRIEFINGS BE LIABLE FOR ANY INDIRECT, INCIDENTAL, LOSS OF PROFITS OR GOODWILL, CONSEQUENTIAL, OR OTHER DAMAGES RESULTING FROM OR IN CONNECTION WITH ANY SERVICES PROVIDED TO CUSTOMER.
This limitation of liability includes, but is not limited to, any damages caused by: (1) the integrity of the data supplied by Customer in Customer’s Transmission requests; (2) data sharing performed by third-party data sharing companies; or (3) fees, fines, or penalties assessed against Customer by any of Customer’s trading partners for any reason, whether or not the fault of Netbriefings.
Either party may terminate any Service Option at any time within 30 days upon receiving written notice of the termination date. If at any time Customer is delinquent in payment for more than 30 days, Netbriefings will notify client of past due account and allow a 10 day grace period to settle their account. If payment is not received within 10 days, Netbriefings will terminate the services. If the Customer terminates the Proclaim Messenger subscription or if the Customer is delinquent in payment for more than 30 days, their Proclaim Messenger portal will be permanently deleted thereby losing all the content created in the portal.
Customer agrees that the Customer's credit card will be charged either a monthly or annual fee, in advance, for the Services requested.