Gurus Solutions Data Exporter Tool for NetSuite Terms of Use

Acceptance of the Tool’s Terms of Use

These Terms of Use for the Gurus Data Exporter tool (the “Tool”) constitute a legal agreement and are entered into by and between you and Gurus Solutions Inc. ("Gurus," "we," "us," "our"). The following Terms of Use (these "Terms of Use"), govern your access to and use of the Tool, including any associated content, functionality, and services. By using the Tool, you represent and warrant that you are of legal age to form a binding contract under applicable law and if you are accepting these Terms of Use on behalf of a legal entity, you are authorized to contractually bind that legal entity. If you do not meet those requirements, you must not access or use the Tool.

BY ACCESSING AND USING THE TOOL, YOU ACCEPT AND AGREE TO BE BOUND AND COMPLY WITH THESE TERMS OF USE, AND OUR PRIVACY POLICY AND YOU CONSENT TO THE COLLECTION, USE, REPRODUCTION, HOSTING, TRANSMISSION, AND DISCLOSURE OF PERSONAL INFORMATION IN COMPLIANCE WITH OUR PRIVACY POLICY WHICH IS INCORPORATED HEREIN BY REFERENCE. IF YOU DO NOT AGREE TO THESE TERMS OF USE OR THE PRIVACY POLICY, YOU MUST NOT ACCESS OR USE THE TOOL. 

Usage Right

Subject to the payment of the applicable fees mentioned on your invoice, Gurus grants you a limited, non-exclusive, non-transferable right to access the Tool during the Subscription Period (defined below) and use it for your internal business purposes and as permitted under these Terms of Use. The “Subscription Period” refers to the period indicated in the invoice issued by Gurus. If you wish to not renew your subscription, you must inform us by writing an email to sales@gurussolutions.com, before the renewal effective date, to inform us of your desire not to renew your Subscription Period, otherwise we assume you have decided to continue with your subscription, and your Subscription Period will be automatically renewed for the same period of time as the initial Subscription Period. We reserve the right, in our sole discretion, to deny or suspend use of the Tool if your payment is not received by Gurus on the subscription or renewal start date. 

You agree that you will not, and will not attempt to: (a) impersonate any person or entity, or otherwise misrepresent your affiliation with a person, organization or entity; (b) use the Tool in violation of any applicable law; (c) reverse engineer, disassemble, decompile, or translate any software or other components of the Tool; (d) access the Tool for the purpose of building competing applications or service; (e) distribute viruses or other malware through the Tool; or (f) otherwise use the Tool in any manner that exceeds the usage right granted above. 

User Account

You agree that your account information (the “Account Information”) that you provide to us, including during registration will be true, accurate, current, and complete. You may not transfer or share your Account password with anyone. You are responsible for maintaining the confidentiality of your Account password and for all activities that occur under your Account. Gurus reserves the right to take any action as it deems necessary or reasonable regarding the security of the Tool and your Account Information. In no event and under no circumstances will Gurus be held liable to you for any liabilities or damages resulting from or arising out of your use of the Tool, or your use or release of your Account Information to a third party.

Prerequisite to Access to the Tool

The Tool operates in conjunction with the NetSuite platform. For that reason, you are required to have an active subscription on the NetSuite platform provided by NetSuite Inc. ("NetSuite") to access and use the Tool. As publishers of a title using the NetSuite platform, we use the functionality provided by NetSuite to publishers and developers but have no control over NetSuite’s operation of the platform and the systems that underpin it as well as any information that may be collected and processed by NetSuite as a result of your use of the Tool. We invite you to consult NetSuite terms of service at https://www.netsuite.com/portal/resource/terms-of-service.shtml  and NetSuite privacy policy at https://www.oracle.com/legal/privacy/, for more information. 

Tool Availability

Gurus deploys efforts and resources to make the Tool available 24 hours a day, 7 days a week. However, there may be occasions when the Tool will not be accessible for maintenance work or due to reasons that are beyond Gurus’ control, such as failures or issues with third-party applications or services used by the Tool or in telecommunication networks outside of Gurus’ organization. 

Gurus may, from time to time, modify, enhance, or update the Tool and you agree that Gurus will not be liable to you or anyone else if and when Gurus does so.

Intellectual Property Rights and Ownership

You understand and agree that the Tool and its entire content, features, and functionality, including, but not limited to, all information, software, code, text, displays, graphics, design, presentation, selection, and arrangement, are owned by Gurus, its licensors, or other providers of such material and are protected in all forms by intellectual property laws including without limitation, copyright, trademark, patent, trade secret, and any other proprietary rights. 

Gurus’ name and all related names, logos, product and service names, designs, images, and slogans are trademarks of Gurus or its affiliates or licensors. You must not use such marks without the prior written permission of Gurus. Other names, logos, product and service names, designs, images, and slogans mentioned, or which appear on the Tool are the trademarks of their respective owners. Use of any such property, except as expressly authorized, shall constitute an infringement or violation of the rights of the property owner and may be a violation of laws and could subject the infringer to legal action.

You have no right of ownership, title, or interest in or to the Tool or to any content on the Tool (except for the Client Data that is stored within the Tool), and all rights not expressly granted in these Terms of Use are reserved by Gurus. Any use of the Tool not expressly permitted by these Terms of Use is a breach of these Terms of Use and may infringe or violate copyright, trademark, and other intellectual property or other proprietary laws.

You must not directly or indirectly reproduce, compile for an internal database, distribute, modify, create derivative works of, publicly display, publicly perform, republish, download, store, or transmit any of the material in the Tool, in any form or medium whatsoever except: 

• your device and browser may temporarily store or cache copies of materials being accessed and viewed;
• as NetSuite’s platform is linked to the content of our Tool, you may take such actions as our Tool permit.

You must not delete or alter any copyright, trademark, or other proprietary rights notices from the Tool materials.

Client Data

As between Gurus and you, you are the exclusive owner of all right, title and interest in and to the Client Data. “Client Data” means all data submitted by you (including such data originating from your NetSuite instance), stored, published, displayed, processed, transmitted or otherwise used or generated through the Tool.

You are solely responsible for the accuracy, quality, integrity, legality, reliability, and appropriateness of all Client Data. You represent and warrant that you have obtained all rights, permissions, and consents necessary to use the Client Data with the Tool.

You hereby allow Gurus to host the Client Data and perform such acts with respect to the Client Data but solely as may be necessary for Gurus to provide the Tool to you. We are not authorized and we will not access or use the Client Data for any other purpose.

We may monitor your use of the Tool and use data related to your use in an aggregate and anonymous manner, including to compile statistical and performance information related to the provision and operation of the Tool or to support benchmarking or other similar current or future features of the Tool. You agree that Gurus may make such information publicly available, provided that such information does not incorporate any Client Data and/or identify you. Gurus is the owner and retains all intellectual property rights in such statistical and performance information. 

Conditions of Access and Use

As a condition of your access and use of the Tool, you agree that you may use the Tool only for lawful purposes and in accordance with these Terms of Use. 

You are prohibited from attempting to circumvent and from violating the security of the Tool, including, without limitation: (a) accessing content and data that is not intended for end users; (b) attempting to breach or breaching the security and/or authentication measures; (c) restricting, disrupting or disabling service to users, hosts, servers, or networks; (d) illicitly reproducing TCP/IP packet headers; (e) using any robot, spider, or other automatic device, process, or means to access the Tool for any purpose, including monitoring or copying any of the material within the Tool; (f) introducing any viruses, trojan horses, worms, logic bombs, or other material that is malicious or technologically harmful; (g) attacking the Tool via a denial-of-service attack, distributed denial-of-service attack, flooding, mailbombing, or crashing; and (h) otherwise attempting to interfere with the proper working of the Tool.

Third-Party Technologies and Services

The Tool integrates and interoperates with third-party technologies (including, but not limited to, NetSuite and Google Cloud Platform (GCP) through application programming interfaces (APIs). As such, the availability of the Tool, or certain features and functions of the Tool, may be dependent on the corresponding availability of one or more such third-party technologies and, should they not be available, Gurus will not be held liable to you. 

To the extent that Gurus requires authorizations, passwords or other user credentials to access your account on a third-party technology ("3rd Party Access Codes") to retrieve Client Data or to enable interoperability with the Tool, you will promptly provide such 3rd Party Access Codes. Gurus will not share, reassign, divulge or disclose any 3rd Party Access Codes except to Gurus employees or authorized contractors specifically engaged in the delivery of the Tool. 

Termination

You may deactivate your Account and terminate your registration for the Tool at any time and for any reason by contacting Gurus at: sales@gurussolutions.com. Also, Gurus may suspend or terminate your use of the service and/or your Account should you breach any provision of these Terms of Use. In the event of early termination of your account before the expiration of the then-current Subscription Period, the prepaid fees paid by you to access and use the Tool are non-refundable, unless the termination is because of the non availability of the Tool. 

Warranties; Disclaimer of Warranties

Gurus warrants that the Tool will substantially perform in accordance with its published specifications and agrees to deploy commercially reasonable efforts to remedy any such material non-performance diligently. 

YOU UNDERSTAND AND AGREE THAT, EXCEPT FOR THE FOREGOING WARRANTY, YOUR USE OF THE TOOL, ITS CONTENT, AND ANY SERVICES OR IN-TOOL ITEMS FOUND OR STATUS ATTAINED THROUGH THE TOOL IS AT YOUR OWN RISK. THE TOOL, ITS CONTENT, AND ANY SERVICES OR IN-TOOL ITEMS FOUND OR STATUS ATTAINED THROUGH THE TOOL ARE PROVIDED ON AN "AS IS" AND "AS AVAILABLE" BASIS, WITHOUT ANY WARRANTIES OR CONDITIONS OF ANY KIND, EITHER EXPRESS OR IMPLIED. THE FOREGOING DOES NOT AFFECT ANY WARRANTIES THAT CANNOT BE EXCLUDED OR LIMITED UNDER APPLICABLE LAW.

NEITHER GURUS NOR ITS PARENT, SUBSIDIARIES, AFFILIATES, OR THEIR RESPECTIVE DIRECTORS, OFFICERS, EMPLOYEES, AGENTS, SERVICE PROVIDERS, CONTRACTORS, LICENSORS, LICENSEES, SUPPLIERS, OR SUCCESSORS MAKE ANY WARRANTY, REPRESENTATION, OR ENDORSEMENT WITH RESPECT TO THE COMPLETENESS, SECURITY, RELIABILITY, SUITABILITY, ACCURACY, CURRENCY, OR AVAILABILITY OF THE TOOL. WITHOUT LIMITING THE FOREGOING, NEITHER GURUS NOR ITS PARENT, SUBSIDIARIES, AFFILIATES OR THEIR RESPECTIVE DIRECTORS, OFFICERS, EMPLOYEES, AGENTS, SERVICE PROVIDERS, CONTRACTORS, LICENSORS, SUPPLIERS, OR SUCCESSORS REPRESENT OR WARRANT THAT THE TOOL OR ANY RESULT OBTAINED THROUGH THE TOOL WILL BE ACCURATE, RELIABLE, ERROR-FREE, OR UNINTERRUPTED, THAT DEFECTS WILL BE CORRECTED, THAT THE TOOL OR THE INFRASTRUCTURE THAT MAKES IT AVAILABLE ARE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS.

Limitation on Liability

EXCEPT WHERE SUCH EXCLUSIONS ARE PROHIBITED BY LAW, UNDER NO CIRCUMSTANCE WILL GURUS NOR ITS PARENT, SUBSIDIARIES, AFFILIATES OR THEIR RESPECTIVE DIRECTORS, OFFICERS, EMPLOYEES, AGENTS, SERVICE PROVIDERS, CONTRACTORS, LICENSORS, SUPPLIERS, OR SUCCESSORS BE LIABLE FOR NEGLIGENCE, GROSS NEGLIGENCE, NEGLIGENT MISREPRESENTATION, FUNDAMENTAL BREACH, DAMAGES OF ANY KIND, UNDER ANY LEGAL THEORY, INCLUDING ANY INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES, INCLUDING, BUT NOT LIMITED TO, LOSS OF REVENUE, LOSS OF PROFITS, LOSS OF BUSINESS OR ANTICIPATED SAVINGS, LOSS OF USE, LOSS OF GOODWILL, LOSS OF DATA, AND WHETHER CAUSED BY TORT (INCLUDING NEGLIGENCE), BREACH OF CONTRACT, BREACH OF PRIVACY, OR OTHERWISE, EVEN IF GURUS WAS ALLEGEDLY ADVISED OR HAD REASON TO KNOW, ARISING OUT OF OR IN CONNECTION WITH YOUR USE, OR INABILITY TO USE, OR RELIANCE ON, THE TOOL, ANY LINKED APPLICATION OR SERVICE OR SUCH OTHER THIRD-PARTY APPLICATION OR SERVICE, NOR ANY CONTENT, MATERIALS, POSTING, OR INFORMATION THEREON EVEN IF GURUS WAS ALLEGEDLY ADVISED OR HAD REASON TO KNOW. IN NO EVENT WILL GURU’S LIABILITY UNDER THIS AGREEMENT EXCEED THE AGGREGATE FEES PAID IN THE 12 MONTHS PRECEDING THE EVENT GIVING RISE TO THE CLAIM.

Indemnification

To the maximum extent permitted by applicable law, you agree to defend, indemnify, and hold harmless Gurus, its parent, subsidiaries, affiliates, and their respective directors, officers, employees, agents, service providers, contractors, licensors, suppliers, successors, and assigns from and against any claims, liabilities, damages, judgments, awards, losses, costs, expenses, or fees (including reasonable attorneys' fees) arising out of or relating to your breach of these Terms of Use or your use of the Tool and the Client Data.

Modifications to the Terms

We reserve the right in our sole discretion to revise and update these Terms of Use from time to time. Any and all such modifications are effective immediately upon posting and apply to all access to, and continued use of, the Tool. You agree to periodically review these Terms of Use in order to be aware of any such modifications and your continued use of the Tool will confirm your acceptance of these. 

Governing Law and Choice of Forum

These Terms of Use are governed by and are to be interpreted, construed and enforced in accordance with the Laws of the Province of Quebec and the federal Laws of Canada applicable therein, without regard to conflict of law principles. With respect to any claim arising out of these Terms of Use, each party irrevocably attorns and submits to the exclusive jurisdiction of the courts of Quebec, judicial district of Montreal and each party irrevocably waives any objection which it may have at any time to the laying of venue of any suit, action or proceeding arising out of or relating hereto brought in any such courts, irrevocably waives any claim that any such suit, action or proceeding brought in any such court has been brought in any inconvenient forum and further irrevocably waives the right to object, with respect to such claim, suit, action or proceeding brought in any such court, that such court does not have jurisdiction over such party, provided that service of process has been made by any lawful means.

Waiver

No failure to exercise, or delay in exercising, any right, remedy, power, or privilege arising from these Terms of Use operates, or may be construed, as a waiver thereof. No single or partial exercise of any right, remedy, power, or privilege hereunder precludes any other or further exercise thereof or the exercise of any other right, remedy, power, or privilege. Any failure by Gurus to enforce or exercise any provision of these Terms of Use, or any related right, will not constitute a waiver of that provision or right. 

Severability

If any term or provision of these Terms of Use is invalid, illegal, or unenforceable in any jurisdiction, such invalidity, illegality, or unenforceability shall not affect any other term or provision of these Terms of Use or invalidate or render unenforceable such term or provision in any other jurisdiction.

Entire Agreement

These Terms of Use, together with the attached Privacy Policy, invoice and Statement Of Work constitute the sole and entire agreement between you and Gurus Solutions Inc. regarding your access to, and use of, the Tool and supersedes all prior and contemporaneous understandings, agreements, representations and warranties, both written and oral, regarding such subject matter. 

Assignment

You may not assign or otherwise transfer your rights and obligations pursuant to these Terms of Use without Gurus’ written consent. Gurus’ rights and obligations under these Terms of Use are assignable by Gurus.

Reporting and Contact

This Tool is operated by Gurus Solutions Inc., at 101-9880 Clark Street, Montreal, Quebec H3L 2R3 Canada.

Should you become aware of misuse of the Tool or any breach of these Terms of Use, you must report it to Gurus at privacy@gurussolutions.com.

All other feedback, comments, requests for technical support, and other communications relating to the Tool should be directed to support@gurussolutions.com .