Terms of Service

The parties to this Agreement are:

1. Nozzle.AI Limited of The Clove Building, Maguire Street, London, SE1 2NQ, (“Nozzle”); and
2. The organisation or individual identified on the Landing Page.

This Agreement is made up of the following:

1. The Landing Page;
2. These Terms of Use and
3. Nozzle Privacy Policy https://www.nozzle.ai/privacy-policy

In this Agreement the following terms have the meanings set out below:

Amazon Account: Your account on Amazon Seller Central, Amazon Vendor Central and/or Amazon Advertising or any related Amazon account;
Data Protection Laws: all laws and regulations that apply to or govern the processing of personal data, including, but not limited to the EU General Data Protection Regulation ((EU) 2016/679) and any national data protection laws and regulations implementing the EU Electronic Communications Privacy Directive (2002/58/EC), as well as any amendments to or replacements of such laws and regulations ( controller, processor, data subject, data concerning health, personal data, personal data breach, processing and appropriate technical and organisational measures shall have the meanings given to them in the Data Protection Laws);

Landing Page: The page on which You will make payment for the Self Service Tool;
Privacy Policy: Nozzle privacy policy that can be found at https://www.nozzle.ai/privacy-policy;
Reports : the reports generated by the Self Service Tool from time to time;

Data: the data relating to views, clicks, ad spend, purchases, responses to Your advertising and other interactions with Your Amazon Account by Shoppers;
Self Service Tool: the software tool provided by Nozzle that analyses activity on Your Amazon Account and provides insights;
Shoppers: the customers and potential customers visiting Your Amazon Account and responding to Your advertising;
Software Services: the supply of the Self Service Tool as a service by Nozzle.

1. Use of the Self Service tool

1. To use the Self Service Tool, You must complete the registration process by providing Nozzle with the information requested, including Your e-mail address. You agree to provide accurate and up to date information.
2. You will be required to connect Your Amazon Account to Nozzle.ai. Nozzle will provide you with instructions about how to connect.
3. The Self Service Tool provides You with insights about Shoppers who shop with you on Amazon. By using the Self Service Tool, You give Nozzle  permission to access orders, advertisements, inventory and other related categories of Data. Nozzle does not access any other aspect of Your Amazon Account and You are solely responsible for any and all activities that occur under or in relation to Your Amazon Account.
4. When requested by You, the Self Service Tool will generate a dashboard detailing activity on Your Amazon Account over a defined time period or in relation to a specified activity This data will be available to you to download. 
5. The Self Service Tool software is hosted by Nozzle on a third party platform (such as Google cloud) and a copy of the Self Service Tool data is processed by Nozzle. These Use Terms set out the terms that apply to the use of the software and Data.
6. The Self Service Tool and Software Services are provided ‘as is’ with no warranty as to availability or as to accuracy of the contents of Reports. Your use of the Reports and actions taken in response to the Reports are for You to determine and Nozzle accepts no responsibility or liability for Your use of the Reports. All implied warranties, including as to fitness for use, merchantability and ownership of the Self Service Tool are hereby excluded to the maximum extent permitted by applicable law.

2. License to use the Self Service tool

1. In consideration for Your compliance with these Terms of Use and/ or payment of the Fees (if applicable), Nozzle hereby agrees to provide the Software Services and grants You a limited, revocable, non-exclusive, non-transferrable license to access and use the Self Service Tool and Reports for the purposes of analyzing Your Amazon Account.
2. The Self Service Tool is owned by Nozzle and is subject to intellectual property rights. You will not attempt to copy, reverse engineer, duplicate, modify, create derivative works from or distribute all or any portion of the Self Service Tool except if allowed by these Use Terms or as may be allowed by any applicable law which is incapable of exclusion by agreement. You may not remove any proprietary labels or notices on the software or use any device, software or routine that interferes with the operation of the Self Service Tool.
3. You may only use Your own Data for generating and viewing Reports.
4. You must use reasonable efforts to prevent unauthorized access to the Self Service Tool or use of the Self Service Tool by others in a manner that is not in accordance with these Terms of Use.
5. Nozzle may prohibit access to the Self Service Tool to users it suspects are not authorised or any person who it suspects is mis-using the Self Service Tool.

3. Data

1. The Self Service Tool relies on Data generated by Your Amazon Account and stored on Your Amazon Account.
2. You own all rights, title and interest in and to all of the Data.
3. In order to provide the Software Services, Nozzle will process the Data and You give permission for such processing. The Data does not include any personally identifiable information other than a customer's anonymized email address.
4. Nozzle will process the personal data of Your staff provided to Nozzle on the Landing Page. Such personal data will be used by Nozzle for the purposes of performing this Agreement, as may be required by law and to pursue the legitimate interests of Nozzle purposes. Nozzle will comply with its Privacy Policy in relation to such use.

4. Fees and payment

1. The Self Service Tool relies on Data generated by Your Amazon Account and stored on Your Amazon Account.
2. You own all rights, title and interest in and to all of the Data.
3. In order to provide the Software Services, Nozzle will process the Data and You give permission for such processing. The Data does not include any personal data.
4. Nozzle will process the personal data of Your staff provided to Nozzle on the Landing Page. Such personal data will be used by Nozzle for the purposes of performing this Agreement, as may be required by law and to pursue the legitimate interests of Nozzle purposes. Nozzle will comply with its Privacy Policy in relation to such use.

5. Confidentiality

1. Each party may be given access to information of the other party that is confidential in nature. Confidential Information includes information relating to the Self Service Tool, and the Amazon Account. Confidential Information does not include information that:

1. is or becomes publicly known other than through any act or omission of the receiving party; or
2. was in the other party’s lawful possession before the disclosure; or
3. is lawfully disclosed to the receiving party by a third party without restriction on disclosure; or
4. is independently developed by the receiving party, which independent development can be shown by written evidence.

2. Subject to clause 5.4, each party shall hold the other’s Confidential Information in confidence and, unless required by law, not make the other’s Confidential Information available to any third party or use the other’s Confidential Information for any purpose other than performance of its obligations under this Agreement.

1. A party may disclose Confidential Information if it is required to be disclosed by law, by any governmental or other regulatory authority or by a court or other authority of competent jurisdiction; provided that, to the extent it is legally permitted to do so, it gives the other party as much notice of such disclosure as possible and, where notice of disclosure is not prohibited and is given in accordance with this clause 5.4, it takes into account the reasonable requests of the other party in relation to the content of such disclosure.

3. Neither party shall be responsible for any loss, destruction, alteration or disclosure of Confidential Information caused by any third party.

6. Limitation of liability

1. This clause 6 sets out the entire financial liability of Nozzle (including any liability for the acts or omissions of its employees, agents and subcontractors) to You:

1. arising under or in connection with this Agreement;
2. in respect of any use made by You of the Software Services, the Self Service Tool, the Reports or any part of them; and
3. in respect of any representation, misrepresentation (whether innocent or negligent), statement or tortious act or omission (including negligence) arising under or in connection with this Agreement.
4. In respect of any claim made against Nozzle by a Shopper of You.

‍

2. Except as expressly and specifically stated in this Agreement:

1. You assume sole responsibility for Reports and results obtained from the use of the Self Service Tool and the Software Services and for conclusions drawn from such use.
2. Nozzle shall have no liability for any damage caused by errors or omissions in any information or instructions provided to Nozzle by You in connection with the Software Services or any actions taken by Nozzle at Your direction;
3. all warranties, representations, conditions and all other terms of any kind whatsoever implied by statute or common law are, to the fullest extent permitted by applicable law, excluded from this Agreement;
4. Nozzle shall not be liable for any liability caused by third party service providers;
5. Nozzle shall not be liable for any loss of profits, loss of business, depletion of goodwill and/or similar losses or loss or corruption of data or information, or pure economic loss, or for any special, indirect or consequential loss costs, damages, charges or expenses however arising under this Agreement, whether or not such damages were reasonably foreseeable or actually foreseen.

‍

3. Nozzle's aggregated liability under this Agreement shall in no event exceed the Fee paid by You in the year preceding any claim.

7. Term and termination

1. This Agreement shall commence on the date You activate the trial period of the  Software Service by completing the steps indicated by Nozzle. It shall automatically renew for monthly periods from the date of the end of the trial period, but may be terminated by either party by giving 30 days’ written notice. Termination will be effective on the first Billing Date following expiry of the notice.
2. Without affecting any other right or remedy available to it, either party may terminate this Agreement with immediate effect by giving written notice to the other party if:

         1. the other party fails to perform its obligations under this Agreement and remains in default 30 days after being notified in writing of the failure;

          2.the other party suspends its payments, becomes bankrupt or insolvent or enters into liquidation or otherwise can be regarded as insolvent.

     3. Upon termination of this Agreement, all licenses granted under this Agreement and the supply of the Software Services shall immediately terminate.

     4. Sixty days after termination of the Agreement, Nozzle may destroy or otherwise dispose of any of the Data in its possession.

     5. No compensation is payable for termination by either party but this does not affect the rights or remedies of a party in the case of a breach of obligations under this Agreement.

8. Force majeure

1. Each party shall be excused from performing any obligation under this Agreement to the extent that and for so long as such performance is prevented or delayed by any other cause beyond its reasonable control such as, but not limited to, riots; an industrial dispute; floods; war; warlike hostilities; fires; embargo; shortage of labour, power, fuel, epidemic or pandemic, means of transportation or common lack of other necessities. In such event, the affected party shall promptly notify the other party who may extend the time for performance of such obligation by a reasonable period.

9. Variation

1. Nozzle may need to alter the Terms of Use or the terms of any policy that these Terms of Use refer to. If Nozzle wishes to make such an alteration, it will give at least 30 days’ notice of the alteration to You. In the event Nozzle makes alterations to Your detriment which are not acceptable to You, You may terminate the Agreement by giving written notice to Nozzle within thirty (30) days from the date of the notification of such alteration. If You do not give written notice of termination of the Agreement within thirty days, You shall be deemed to have accepted the alteration(s).

10. General terms

1. Nozzle shall acquire no rights over or interest in the Data, however, Nozzle may use learnings, findings or intelligence acquired or assimilated by it as a result of providing the Software Services for the purposes of enhancing the Self Service Tool and/or other services and products provided by Nozzle.
2. The Self Service Tool is subject to export, re-export, and import regulations in any applicable country, and You hereby agree the Self Service Tool is not intended to be shipped, either directly or indirectly to any embargoed countries nor used for or in support of any prohibited activities. In the event You use the Self Service Tool in, or accesses it from, a country than the country in which You are domiciled, You assume the responsibility for compliance with all applicable export and re-export regulations, as the case may be.
3. Nozzle shall be entitled to assign this Agreement in whole or in part to a company owned by or affiliated with Nozzle or a company to which Nozzle business relating to the Self Service Tool is assigned or transferred. Otherwise, neither party may assign this Agreement without the consent of the other party.
4. Any notice under this Agreement shall be in writing and delivered to the address or e-mail address given by the other party for that purpose.
5. This Agreement and the documents and policies referred to in it are the entire understanding between the parties on the use of the Self Service Tool and Software Services. Any communications outside of those documents and policies are excluded.
6. This Agreement shall be governed by and construed in accordance with the laws of England and the parties agree that any dispute or claim relating to it shall be settled by the courts of England.