Terms and Conditions

Effective Date: Jan 1st, 2025
Last Updated: Jan 1st, 2025

These Terms and Conditions ("Terms") constitute a legally binding agreement between the business entity accepting these terms ("Customer" or "You") and Netra Technologies Inc. These Terms apply only to business customers; Netra does not provide services to individual consumers. ("Netra," "We," "Us," or "Our") governing Your access to and use of our software-as-a-service (SaaS) platform ("Service"). By accessing or using the Service, You acknowledge that You have read, understood, and agree to be bound by these Terms.

1. DEFINITIONS

1.1. "Authorized Users" means Customer's employees, contractors, and authorized representatives who are authorized to access and use the Service under Your account.

1.2. "Customer Data" means any data, documents, materials, or information uploaded, transmitted, or input into the Service by or on behalf of the Customer.

1.3. "Service" means Netra's predictive analytics SaaS platform for company network analysis, including all features, functionalities, updates, and modifications such as fraud detection, due diligence tools, and risk prediction.

1.4. "Usage Data" means aggregated, anonymized data derived from Your use of the Service that does not identify You or any individual.

1.5. "Subscription Form" means the order form or other written agreement between You and Netra specifying the subscription details and through which You subscribe to the Service.

1.6. "Confidential Information" means all non-public information disclosed by either party to the other, whether orally or in writing, including but not limited to Customer Data, trade secrets, technical information, business strategies, and pricing information.

2. GRANT OF LICENSE

2.1. Access Rights. Subject to these Terms, Netra grants You a limited, non-exclusive, non-transferable, and revocable right to: a) Access and use the Service during the subscription term b) Allow Authorized Users to access and use the Service c) Use the Service solely for Your internal business purposes

2.2. Restrictions. You shall not: a) Reverse engineer, decompile, disassemble, or attempt to discover the source code of the Service b) Modify, adapt, translate, or create derivative works based on the Service c) Use the Service for unlawful purposes or to infringe any intellectual property rights d) Share, resell, distribute, or sublicense access to the Service e) Upload malicious code or attempt to breach the Service's security f) Exceed any usage limits specified in Your Subscription Form

3. CUSTOMER DATA

3.1. Ownership. You retain all rights, title, and interest in Your Customer Data. Nothing in these Terms transfers ownership of Customer Data to Netra.

3.2. License Grant. You grant Netra a worldwide, non-exclusive, royalty-free license to process, store, and use Customer Data solely to: a) Provide and improve the Service b) Generate Usage Data c) Comply with applicable laws

3.3. Data Compliance. You represent and warrant that: a) You have obtained all necessary rights and permissions to use Customer Data b) Customer Data complies with all applicable laws and regulations c) Your use of the Service will not violate any third-party rights

3.4. Storage Location. Customer Data is stored in ISO 27001 certified data centers located in [United States/European Union]. Netra will not transfer Customer Data to other jurisdictions without Your prior written consent.

4. FEES AND PAYMENT TERMS

4.1. Subscription Fees a) Fees are specified in Your Subscription Form b) Payment is due within 30 days of invoice issuance c) All fees are non-refundable unless otherwise specified d) Netra may increase fees upon 60 days' written notice

4.2. Taxes a) Fees exclude taxes, duties, and similar assessments b) You are responsible for all applicable taxes except Netra's income taxes c) You shall provide valid tax exemption certificates if claiming exemption

4.3. Payment Terms a) Late payments incur 1.5% monthly interest or the maximum legal rate b) Netra may suspend Service access for payments over 45 days late c) You must dispute charges in writing within 30 days of invoice date d) Undisputed amounts must be paid while disputes are resolved

5. SERVICE LEVELS AND SUPPORT

5.1. Service Level Agreement (SLA) a) Netra commits to 99.5% monthly uptime b) Uptime excludes scheduled maintenance with 48-hour notice c) Service credits issued for uptime below 99.5% d) Credits calculated as: 1 day credit per 0.1% below target

5.2. Technical Support a) Email support available 9AM-5PM EST, Monday-Friday b) Maximum 4-hour initial response time for critical issues c) Support provided in English only d) Additional support packages available for purchase

5.3. Maintenance a) Scheduled maintenance performed during off-peak hours b) Emergency maintenance may be performed as needed c) Notifications sent for all maintenance windows

6. PRIVACY AND SECURITY

6.1. Data Security a) SOC 2 Type II certified security controls b) Regular third-party security audits c) Encryption in transit and at rest d) Access controls and authentication requirements

6.2. Data Processing a) Processing complies with applicable data protection laws b) No use of Customer Data for AI training c) No unauthorized third-party access d) Data breach notification within 48 hours

6.3. Privacy Compliance a) Privacy Policy incorporated by reference b) GDPR and CCPA compliance where applicable c) Data Processing Agreement available upon request

7. TERM AND TERMINATION

7.1. Term a) Initial term specified in Subscription Form b) Automatic renewal for 12-month periods c) 60-day notice required to prevent renewal

7.2. Termination a) Either party may terminate with 30 days' notice b) Immediate termination for material breach after 15-day cure period c) Termination for insolvency or bankruptcy d) All fees immediately due upon termination

7.3. Post-Termination a) Access terminated within 24 hours b) Customer Data deleted within 30 days c) Confidentiality obligations survive termination d) 30-day period to request data export

8. LIABILITY AND INDEMNIFICATION

8.1. Limitation of Liability a) No liability for indirect or consequential damages b) Liability capped at 12 months of fees paid c) Exclusions for gross negligence or willful misconduct d) No limitation on intellectual property infringement

8.2. Indemnification a) You indemnify Netra for Customer Data violations b) Netra indemnifies You for intellectual property claims c) Prompt notice of claims required d) Defending party controls defense and settlement

9. GOVERNING LAW AND DISPUTES

9.1. Governing Law a) New York State law applies b) UN Convention on Contracts excluded c) Conflict of laws principles excluded

9.2. Dispute Resolution a) Mandatory binding arbitration in New York b) American Arbitration Association rules apply c) Each party bears own legal costs d) Class actions waived

10. MISCELLANEOUS

10.1. General Provisions a) Assignment requires prior written consent b) Force majeure excludes payment obligations c) Notices must be in writing and sent to legal contacts d) No waiver of rights through inaction

10.2. Amendments a) Terms updated with 30 days' notice b) Material changes require affirmative consent c) Continued use constitutes acceptance d) Right to terminate if changes unacceptable

10.3. Severability a) Invalid provisions severed b) Remaining provisions continue in effect c) Replacement provisions to match original intent

By using the Service, You acknowledge Your acceptance of these Terms. Questions about these Terms should be sent to legal@netratech.ai.