Terms

DRAFT — Under legal review. This text is pending Guilherme's legal review. It is published while that review is open, and it may change. It is not legal advice. A placeholder in square brackets is for counsel to complete before this notice comes down.

Who this agreement is between

These terms are between the business that opens a Nozzara account ("you") and [LAWYER: legal name of the contracting entity], [LAWYER: entity type and jurisdiction of formation] ("Nozzara", "we"). Our postal address for notices is [LAWYER: postal address]. Our tax identifier is [LAWYER: EIN, CNPJ, or both]. This draft does not invent those details.

Nozzara is software for 3D-printing businesses in the United States and Brazil. The service is offered online at the address where you signed in. These terms cover the account. They do not make us a party to the sales you make to your own customers.

If you use the service for a business, you confirm that you have authority to bind that business. The account country you choose (United States or Brazil) selects the governing-law section below.

Acceptance

Sign-up, by invite or by open registration, requires a checkbox accepting the terms version shown on the form. Without that acceptance the account is not created. The account stores that version and the time of acceptance.

The current version and date are at the top of this page. They come from the product constants, not from a separate schedule.

The account

You give your name, an email address, a password, and the business name. You choose one country, one language (English or Brazilian Portuguese), and one currency the product already supports (US dollars or Brazilian reais). One account does not span two countries.

You are responsible for the people you invite, for their permissions, and for keeping passwords confidential. A password is stored only as a scrypt hash. Tell us if you believe the account is compromised, using the contact below.

Trial

A new account can start a Pro trial without a card. The default length is 14 days, unless the product is configured with a different length inside its own limit. When the trial ends, the account moves to the Free plan unless a paid subscription is active. The end of a trial does not delete data.

Plans and price

The plans are Free, Starter, Pro, and Business. Limits and the price you will be charged are the ones shown in the product at checkout, in the account currency. This draft does not change a price and does not turn on live card charges.

A yearly price is the monthly price for twelve months with a discount already applied in the product, rounded down to a whole unit of the currency. Taxes are extra where the law requires them. [LAWYER: state whether the displayed price includes tax. For Brazil, name the taxes that apply to this service, such as ISS, and who issues the invoice. For the United States, state whether sales tax is collected.]

How you pay

A paid subscription is billed by card (credit or debit) through Stripe. We do not store the full card number or the card security code.

• A monthly plan, in US dollars or in Brazilian reais, accepts a card only.
• An annual plan accepts a card. Boleto is available only on the annual plan, and only when the account currency is Brazilian reais. You choose that boleto at checkout. The billing portal, in either currency, updates a card. It does not switch a subscription to boleto.
• Pix is not a way to pay the Nozzara subscription. Pix, boleto, and other methods you may offer your own customers are your collection methods. They are not this subscription.

An annual boleto plan is paid when Stripe confirms the boleto. An unpaid boleto does not keep a paid plan active. [LAWYER: confirm the boleto due date Stripe presents and what happens if it expires unpaid.]

The Free plan has no subscription charge.

Automatic renewal

A paid subscription renews automatically for the same interval (one month or one year) until you cancel. Before you enter payment details, checkout shows the price, the currency, the interval, and that the plan continues until you cancel.

[LAWYER: the product does not yet send a separate reminder email before each renewal. Do not publish a promise the product cannot keep. California Business and Professions Code sections 17600 to 17606 require clear automatic-renewal disclosures for consumers. The Restore Online Shoppers' Confidence Act, 15 U.S.C. sections 8401 to 8405, requires clear disclosure and informed consent before charging a consumer through a negative option. Confirm which of your customers are consumers and what the checkout screen must show.]

Cancellation

You can cancel in the billing portal from the subscription page ("Manage card, invoices and cancellation"). Cancellation is available online because sign-up is online. We do not charge a cancellation fee. Cancellation takes effect at the end of the current paid period. You keep the paid plan until that date, and the next period is not charged.

If a payment fails, the product allows a grace period of 7 days after the end of the paid period and then moves the account to the Free plan. Data is not deleted. [LAWYER: confirm that this grace period is the customer-facing rule you want in the contract.]

Refunds

Fees already paid are not refunded when you cancel, except where the law requires a refund. You keep the service until the end of the period you already paid. We do not refund the unused part of a month or a year, and a move to a lower plan does not refund the difference, except where the law requires it. A failed charge is not treated as paid.

If the account country is Brazil and you are a consumer under Law 8.078/1990, you may withdraw within 7 days after contracting at a distance, including online (Article 49, and Decree 7.962/2013). We then refund the amounts paid in that window, updated as that law requires. You can send the withdrawal to [LAWYER: refund contact email]. The no-refund sentence does not apply to that withdrawal, and it does not apply to any other refund a Brazilian consumer cannot waive (Article 51).

[LAWYER: confirm when a business account is a consumer. A legal entity can be a consumer when it is the end recipient. Do not apply the 7-day withdrawal to an account that is not a consumer. The product does not yet automate refunds.]

Price changes

The price you already paid covers the current period.

• A monthly subscription that started at the launch price renews at that same launch monthly price until a later change under this section.
• An annual subscription that started at the launch price renews at about 15 percent above that launch annual price, rounded down to a whole unit of the currency. It does not move straight to a later list price on that renewal.
• A new subscription uses the list price shown at checkout. A later list price applies to an existing subscription only at a renewal that follows notice.

We will tell the account email before a higher price applies at the next renewal. The notice period is [LAWYER: number of days, draft suggestion 30]. If you do not want the new price, cancel before the renewal. [LAWYER: the product does not yet send this notice. Publish this sentence only when the notice exists.]

Your records and our two roles

You own the business records you put in the account. You give us a non-exclusive license to host, back up, display, and process them only to provide, secure, and support the service and to meet the law.

For the personal data of your customers, suppliers, and other people you store, you are the controller and Nozzara is the processor. The DPA on this site describes that role. Accepting the DPA is not available in this draft. The plan keeps working without that acceptance.

For the user, billing, and the audit log, Nozzara is the controller. The Privacy page describes that role.

Acceptable use

You will not, and you will not let your users:

• break the law, or infringe another person's rights
• store personal data you have no right to store
• try to access another business's account or data
• probe, scan, overload, or disrupt the service
• upload malware or send unsolicited bulk email through the service
• reverse engineer the service except where the law forbids that limit
• resell or sublicense the service [LAWYER: a reseller program is not part of this draft]
• use the service in a way that puts other accounts at risk

We may suspend an account that breaks this section or that puts other accounts at risk. We will email the account when we can do so without making the risk worse. Suspension is not deletion. Downgrade, the end of a trial, and suspension do not delete data.

Intellectual property

We own the service, the software, and the Nozzara name and marks. We give you a non-exclusive right to use the service during the subscription, for your own business, in the country of the account. You do not receive any other right in the software.

If you send feedback, we may use it without owing you a fee. [LAWYER: confirm this feedback license.]

Confidentiality

Each party protects the other party's non-public information with reasonable care and uses it only for this agreement. Your business records are confidential. We may share them with the subprocessors named in the DPA, and when the law requires a disclosure. We will ask the requester to direct a demand for your records to you when the law allows that.

Security

Accounts are separated so one business cannot read another's records through the product. The audit log does not store raw IP addresses, passwords, or secrets. Abuse-prevention records store a hash of the client address. We do not claim a security certification we have not earned. [LAWYER: do not add a certification unless the company has it.]

Warranties

The service is provided as it is available. To the extent the law allows, we disclaim implied warranties, including merchantability, fitness for a particular purpose, and non-infringement. We do not warrant that the service will be uninterrupted or error-free, or that a quote or a cost figure is correct for your business. You are responsible for the prices you offer your customers.

This disclaimer does not limit a warranty or a right that a Brazilian consumer cannot waive.

Liability

To the extent the law allows, neither party is liable for indirect, incidental, special, consequential, exemplary, or punitive damages, or for lost profits, revenue, goodwill, or data, or for the cost of a substitute service, even if advised of the possibility.

Our total liability arising out of the service in any 12-month period is limited to the fees you paid us for the service in that period. If you paid no fees, the cap is [LAWYER: amount and currency, for example 100 US dollars].

The cap does not limit a liability the law does not allow to be limited, including fraud, willful misconduct, or death or personal injury caused by negligence. It does not limit your duty to pay fees that are due.

If the account country is Brazil and you are a consumer, a clause that removes or reduces our liability for a defect, or that waives a consumer right, is void (Law 8.078/1990, Article 51). Where the consumer is a legal entity, that article allows a cap in justified cases. [LAWYER: decide whether to rely on that sentence.] The cap applies only to the extent a court can enforce it. The rest of the terms stay in force.

Indemnity

You will defend us against a third-party claim that your content, or your use of the service in breach of these terms, infringes that person's rights, and you will pay the damages and reasonable counsel fees finally awarded, or the settlement we approve. We will give you prompt notice, reasonable help, and control of the defense. We may join with our own counsel.

We will defend you against a third-party claim that the unmodified service infringes that person's intellectual-property right, on the same notice terms. We may obtain a right for you to keep using it, modify it, or end the affected part and refund prepaid unused fees for that part. We have no duty for a claim caused by your content, your combination of the service with something we did not provide, or your use after we told you to stop. [LAWYER: confirm that this indemnity is offered during the beta.]

Suspension and the end of the account

You may cancel as this page describes. We may suspend or stop the service for non-payment after the grace period, or for a breach of acceptable use that you do not cure within [LAWYER: number of days] after notice, or immediately if the breach creates a risk to other accounts or to the service.

This draft does not delete the account, the subscription record, or the stored data when a trial ends, when a plan is lowered, when the account is suspended, or when you ask for deletion. How to ask is on the privacy-rights page. The data stays until a later process, approved by counsel, carries out deletion.

Changes to these terms

We post a new version on this page and change the version string. For a material change, we will email the account before the change applies. The notice period is [LAWYER: number of days]. If you do not agree, cancel before the change applies. The version you accepted stays stored on the account. [LAWYER: confirm whether a material change needs a new checkbox. Continued use alone is a weak acceptance, especially for a Brazilian consumer.]

Governing law and disputes

If the account country is the United States, these terms are governed by the laws of the State of [LAWYER: US state], excluding conflict-of-law rules that would apply another place's law. The United Nations Convention on Contracts for the International Sale of Goods does not apply. The courts of [LAWYER: US county and state] have exclusive venue, and each party consents to personal jurisdiction there. [LAWYER: decide whether a small-claims carve-out or a jury waiver is wanted. A jury waiver should be conspicuous if you use one.]

If the account country is Brazil, Brazilian law governs. The Consumer Defense Code applies when you are a consumer, and the LGPD applies to personal data. Those statutes control over any term that would waive a right they do not allow to be waived. A consumer may sue in the court of the consumer's domicile (Law 8.078/1990, Article 101, I). For an account that is not a consumer, venue is [LAWYER: Brazilian city and court]. A question about personal data may also be taken to the National Data Protection Authority (ANPD).

Notices

We send contractual notices to the account email. You send contractual notices to [LAWYER: legal notice email]. You send privacy notices to the privacy contact on the Privacy page. A notice email is effective on the next business day after it is sent, if it does not bounce.

Other terms

You may not assign the account without our written consent, except to a successor of the whole business, with notice to us. We may assign these terms to a successor of the service.

If a court holds one term unenforceable, the rest stay in force. A delay in enforcing a term is not a waiver. These terms, the Privacy page, the Cookies page, and the DPA when it has been accepted, are the whole agreement about the service. A purchase order you send does not add terms.

The language of the account controls. If the English and Portuguese texts conflict, the Portuguese text controls for a Brazil account and the English text controls for a United States account.

There are no third-party beneficiaries, except the data-subject rights the DPA states. [LAWYER: export-control and sanctions wording, if you want a named regime.]