Terms of Service

Version française (Conditions d'utilisation)

These Terms of Service ("Terms") govern access to and use of Neblex Integration Fabric, Neblex CPQ, and the related applications, APIs, On-Prem Workers, AI features, documentation, and support (together, the "Services") provided by Neblex LLC ("Neblex", "we", "us"). They form a binding agreement between Neblex and the customer named when the account is created ("Customer", "you").

By signing up, clicking to accept, or using the Services, you agree to these Terms. If you accept on behalf of a company or other organization, you represent that you have the authority to bind that organization, and "Customer" means that organization. If you sign up as an individual, you represent that you are at least 18 years old and are accepting for your own trade, business, or profession. If you do not agree, do not use the Services.

1. Business Use, Accounts, and Eligibility

The Services are offered for business and professional use only. You confirm that you are not using the Services as a consumer, meaning for purposes outside your trade, business, craft, or profession. Consumer protection rights that apply only to consumers therefore do not apply to these Terms.

You must provide accurate, complete, and current information when you sign up and keep it up to date. You are responsible for every user you invite, for keeping credentials and second factors secure, and for all activity under your account. Tell us promptly at [email protected] if you suspect unauthorized use.

We may verify your identity, your organization, and your authority to accept these Terms, and we may decline, delay, or cancel a signup at our discretion, including where we cannot verify the information provided. The Services are offered only in the countries Neblex serves, and we may decline a signup from anywhere else. You may not use the Services if you are located in, or are owned or controlled by a person in, a country or region subject to comprehensive United States, European Union, United Kingdom, or United Nations sanctions, or if you or your owners appear on a restricted-party list of any of them.

2. Plans, Usage-Based Fees, and Billing

Plans. Each workspace runs on the plan you select. The Starter plan is free within its included execution volume. Paid plans are billed at the price shown for the plan, included volume, and billing cadence you select, monthly or annual. A signed Order Form controls where it sets different prices or terms.

What is counted. Fees are based on executions. An execution is one run of a flow at its top level; a sub-flow it calls is part of that execution. An execution counts once, when it completes successfully. Failed and cancelled runs are not counted, a run that is retried and then succeeds counts once, and the other activity the documentation describes as free (such as single-step tests and polls that find nothing to do) is not counted. Executions run by an On-Prem Worker while it cannot reach Neblex count when the Worker reports them, which may fall in a later billing period. The execution records kept by the Services, which you can review in the app, are the basis for billing.

Volume. Included volume is measured per month on monthly plans and per year on annual plans, as shown for your plan. Use beyond the included volume is billed at the rate shown for your plan or requires a change to a larger plan, as described for your plan. You must not avoid metering, for example by splitting, disguising, or suppressing executions.

Invoices and payment. Annual plans are invoiced in advance; monthly plans are invoiced monthly. Invoices are payable within 30 days unless your Order Form says otherwise. Amounts not paid when due may bear interest at 1% per month or the highest rate the law allows, whichever is lower, and we may suspend paid features after giving notice. If you dispute a charge, tell us within 60 days of the invoice date, with the reason; we will review the execution records with you in good faith, and the undisputed part remains payable.

Taxes. Fees exclude taxes. You pay all applicable sales, use, value added, goods and services, and similar taxes, other than taxes on Neblex's income. Where the reverse-charge mechanism applies, you provide a valid tax identification number and account for the tax yourself. If the law requires you to withhold tax from a payment, you increase the payment so that Neblex receives the full amount invoiced.

Renewal and cancellation. Monthly plans renew each month and annual plans renew for another year unless you cancel before the renewal date in the app or by notice to us. We remind you of an annual renewal at least 30 days before it. Fees are non-refundable except where these Terms or applicable law say otherwise.

Price changes. We may change prices with at least 30 days' notice; a change applies from your next billing period or, on an annual plan, from your next renewal. We may change or end the free Starter plan with 30 days' notice.

3. Acceptable Use

You are responsible for how you, your users, and anything you build use the Services, including flows, forms, apps, AI agents, On-Prem Workers, and the systems they connect to. You must have the right to connect every account, system, and data source you use with the Services. You will not, and will not permit anyone to:

• use the Services for any unlawful, fraudulent, or deceptive purpose, or in violation of any applicable law or regulation, including privacy, data protection, consumer protection, anti-spam, export control, and sanctions laws;
• use the Services to attack, disrupt, overload, or gain unauthorized access to any system, network, account, or data of any person, company, or other target, including denial-of-service attacks, flooding, scanning, credential stuffing, or brute-force attempts;
• send spam, phishing, or other unsolicited or misleading communications, including commercial messages without the consent the law of the recipient requires;
• upload, transmit, store, or run malware, ransomware, or any other malicious code;
• process data you have no right to process, or content that infringes intellectual property or privacy rights, is defamatory or harassing, exploits minors, or promotes violence or illegal activity;
• probe, scan, or test the vulnerability of the Services, or exploit any vulnerability you find, except as permitted in Section 4;
• circumvent or interfere with security, authentication, access controls, usage limits, or metering;
• access or attempt to access another customer's workspace, data, or credentials;
• reverse engineer, decompile, or attempt to derive the source code of the Services, except to the extent applicable law expressly permits it or a licence for an open-source component allows it (Section 13);
• copy, frame, resell, sublicense, or provide the Services to third parties except as Neblex authorizes in writing, or use the Services or documentation to build a competing product;
• deliberately place excessive load on the Services or otherwise degrade them for other customers;
• use AI features for any practice that applicable AI law prohibits, to create unlawful content, or to make decisions with legal or similarly significant effects on individuals without the human review and the notices the law requires; or
• use the Services where failure could lead to death, personal injury, or severe physical or environmental damage, unless Neblex has agreed to that use in writing.

We may investigate suspected violations and cooperate with law enforcement. A violation of this section is a material breach of these Terms.

4. Security and Duty to Report

If you discover or suspect a vulnerability, a security incident, or unauthorized access affecting the Services or any customer data, you must report it promptly, and in any event within 72 hours, to [email protected], with enough detail for us to reproduce and assess it.

You must not exploit any vulnerability; access, copy, modify, or delete data that is not yours; degrade the Services; or disclose the issue to anyone else until Neblex has fixed it or agreed to disclosure in writing. If you access data that is not yours, stop immediately, tell us, and delete it. Security testing of the Services is permitted only under a written authorization from Neblex.

You are responsible for securing your side of the Services: protecting credentials, using multi-factor authentication, granting users and connections only the access they need, approving only machines you set up as On-Prem Workers, and securing the machines that run your On-Prem Workers, including any programs you approve for local execution.

5. Customer Data and Data Protection

"Customer Data" means the data you or your users submit to, or process through, the Services. You own your Customer Data. You grant Neblex a limited right to host, process, transmit, and display Customer Data only as needed to provide, secure, and support the Services and as you instruct. Neblex moves Customer Data between the systems you connect and keeps it only as long as the Services need it to do so, or as long as you configure it to be kept.

Where Customer Data includes personal data or personal information protected by data protection law, such as the EU and UK General Data Protection Regulations, the Swiss Federal Act on Data Protection, Canadian privacy law, or United States state privacy laws, Neblex processes it as your processor or service provider, on your documented instructions, and the Neblex Data Processing Addendum forms part of these Terms and governs that processing. The Data Processing Addendum includes the transfer safeguards the law requires for data leaving the European Economic Area, the United Kingdom, or Switzerland. Neblex does not sell or share personal information, and does not retain, use, or disclose it for any purpose other than providing the Services to you.

Neblex notifies you without undue delay after becoming aware of a personal data breach affecting your Customer Data. Neblex does not use Customer Data to train AI models. You are responsible for the accuracy and lawfulness of Customer Data and for giving any notices and obtaining any consents required to process it with the Services.

6. Data Location and Transfers

The Services are hosted in data centers in the United States. Customer Data processed by the Services is transferred to, stored, and processed in the United States under the safeguards of the Data Processing Addendum.

Flows you run on an On-Prem Worker process record data on infrastructure you control, while run status, configuration, and control information pass through the Services. Data you send to third-party systems, including connected applications and the AI providers you configure, is handled under those providers' own terms and locations.

7. Data Portability and Switching

You may export your Customer Data, flows, and configurations in commonly used, machine-readable formats at any time during your subscription. If you want to move to another provider or to your own systems, tell us; you may end your subscription for that purpose with up to two months' notice, and Neblex supports the transition for up to 30 days after it, extended where the transition is not technically feasible in that time. You then have at least 30 days to retrieve your data. Neblex charges no fees for switching or data export.

8. Third-Party Services and AI

The Services connect to applications, databases, AI models, and other services that Neblex does not control. Your use of them is governed by their terms, and Neblex is not responsible for their availability, accuracy, security, or changes. AI agents run on AI provider accounts you configure. AI output can be incomplete or wrong; review it before you rely on it. Where you make AI agents available to others, you are responsible for telling people when they interact with AI where the law requires it.

9. Content You Publish and Reports of Illegal Content

Forms, apps, pages, and AI agents you publish through the Services are your content, and you are responsible for them. Anyone can report content hosted through the Services that they believe is illegal through our Contact page with the Legal subject, or to [email protected], explaining where the content is and why it is illegal. We review reports promptly and diligently, may remove or disable access to content that is illegal or breaches these Terms, and tell the customer concerned the reason, except where the law or an authority prevents it. The Contact page is also our point of contact for authorities.

10. Availability and Changes

We work to keep the Services available and secure, and we may perform maintenance, change, add, or remove features as the Services evolve. We will not change the Services in a way that materially reduces their core functionality during a paid term without notice. Features marked as preview or experimental are provided as is and may change or be withdrawn. Support is provided as described for your plan or in your Order Form.

11. Suspension

We may suspend access to all or part of the Services immediately if we reasonably believe that your use breaches Section 3 or Section 4, creates a security risk or a risk of harm to the Services, Neblex, other customers, or any third party, or is required by law, and after notice if fees are overdue. Where practical, we will tell you the reason and restore access once the issue is resolved. Suspension is limited to the extent and time needed.

12. Term and Termination

These Terms apply from the time you accept them until your account is closed. You may close a free account at any time, and paid plans run for the term you selected or the term in your Order Form. Either party may terminate for the other's material breach that is not cured within 30 days of notice, and Neblex may terminate immediately for a breach of Section 3 or Section 4. Neblex may close a free account with 30 days' notice.

After termination, you may retrieve your Customer Data for 30 days, after which Neblex deletes it in line with its retention practices, except where the law requires us to keep it. Sections that by their nature should survive termination, including fees owed, confidentiality, disclaimers, limitation of liability, and indemnification, survive.

13. Intellectual Property, the On-Prem Worker, and Feedback

Neblex and its licensors own the Services, including all software, designs, documentation, and improvements. These Terms grant you a limited, non-exclusive, non-transferable right to use the Services during your subscription, and no other rights.

During your subscription you may install and run the On-Prem Worker software on machines you control, only to use the Services. Workers do not update themselves: keeping them on a release the Services support is your responsibility, and a Worker older than the supported release may stop being accepted. The On-Prem Worker and other parts of the Services include third-party and open-source components. Those components are licensed under their own licences, listed with where to get their source in the Worker's third-party notices; those licences govern those components, and nothing in these Terms restricts the rights they give you.

If you send feedback or suggestions, you allow Neblex to use them without restriction or obligation.

14. Confidentiality

Each party will protect the other's non-public information that is marked confidential or that a reasonable person would understand to be confidential, use it only to perform under these Terms, and share it only with people who need to know it and are bound by similar obligations. This does not apply to information that is public, already known, independently developed, or lawfully received from a third party, or to disclosures the law requires.

15. Disclaimer of Warranties

Except as expressly stated in these Terms or an Order Form, the Services are provided "as is" and "as available," and Neblex disclaims all warranties, express or implied, including merchantability, satisfactory quality, fitness for a particular purpose, title, and non-infringement. Neblex does not warrant that the Services will be uninterrupted or error-free, or that they will meet every requirement you have.

16. Limitation of Liability

To the fullest extent permitted by law, neither party is liable for any indirect, incidental, special, consequential, exemplary, or punitive damages, or for lost profits, revenue, data, or goodwill, arising out of or related to these Terms. Each party's total liability arising out of or related to these Terms is limited to the fees you paid to Neblex for the Services in the 12 months before the event giving rise to the claim, or 100 United States dollars if you have paid no fees. These limits do not apply to your payment obligations, your breach of Section 3 or Section 4, or your indemnification obligations.

Nothing in these Terms limits or excludes liability for death or personal injury caused by negligence, for fraud or fraudulent misrepresentation, for gross negligence or willful misconduct, or any other liability that cannot be limited or excluded under the law that applies.

17. Indemnification

You will defend, indemnify, and hold harmless Neblex and its affiliates, officers, directors, employees, and agents from and against any third-party claims, damages, liabilities, losses, costs, and expenses, including reasonable attorneys' fees, arising out of or related to your Customer Data, the systems and accounts you connect, the content you publish, your breach of these Terms, or your or your users' violation of any law or third-party right.

18. Export, Sanctions, and Anti-Corruption

You will comply with all applicable export control and sanctions laws and will not use, export, or give access to the Services in violation of them. You will not offer or make any improper payment in connection with these Terms, and you will comply with the anti-corruption and anti-bribery laws that apply to you.

19. Governing Law and Venue

These Terms are governed by the laws of the State of New York, without regard to conflict-of-law principles. The United Nations Convention on Contracts for the International Sale of Goods does not apply. Any dispute arising out of or related to these Terms or the Services shall be brought exclusively in the state or federal courts located in New York County, New York, and each party consents to the personal jurisdiction of those courts. Either party may seek urgent injunctive relief in any competent court. This section does not take away any protection that the mandatory law of the country where you are established gives you and that cannot be waived by agreement.

20. Changes to These Terms

We may update these Terms from time to time. For material changes, we will notify you by email or in the Services at least 30 days before they take effect, and we may ask you to accept the updated Terms when you next sign in. If you do not agree to a material change, you may close your account before it takes effect, and we refund any prepaid fees for the remaining paid term. Continuing to use the Services after the effective date means you accept the updated Terms.

21. General

You may not assign these Terms without Neblex's written consent, except to a successor of your business. Neither party is liable for delays caused by events beyond its reasonable control. Notices to Neblex are sent through the Contact page with the Legal subject, and notices to you go to the email address on your account. If any provision is unenforceable, it is limited to the minimum extent necessary and the rest remain in effect. A failure to enforce a provision is not a waiver. These Terms are written in English; a translation is provided for convenience, except where the law requires a version in another language to prevail. Customers in Quebec receive the French version (Conditions d'utilisation) before they agree; the French version binds them unless they expressly choose to be bound by this English version, and the same applies to the Data Processing Addendum. These Terms, together with any Order Form, Master Services Agreement, and the Data Processing Addendum, are the entire agreement about the Services; a signed agreement controls where it conflicts with these Terms.

22. Contact

Questions about these Terms can be sent through our Contact page by selecting Legal. Security reports go to [email protected].