Last updated: June 2, 2026
These Terms of Service (the “Terms” or “Agreement”) govern your access to and use of the websites, software-as-a-service applications, APIs, mobile applications, and related services made available by Nutshell, Inc. (“Nutshell,” “we,” “our,” or “us“), including the products marketed as Nutshell CRM, Nutshell Campaigns, Nutshell Forms, Nutshell Scheduler, VisitorIQ, and any other products or services we make available that link to or reference these Terms (collectively, the “Service”).
These Terms are a binding contract between Nutshell and the entity or individual that accepts these Terms or uses the Service (the “Customer” or “you”). If you are accepting these Terms on behalf of a company or other legal entity, you represent that you have the authority to bind that entity, in which case “you” and “Customer” refer to that entity. If you do not have such authority, or if you do not agree to these Terms, you must not accept them and may not use the Service.
These Terms incorporate by reference our Privacy Policy and, where applicable, our Data Processing Addendum (“DPA“), our Subprocessor List, and any online plan selection page executed by the parties (“Order Form“). In the event of a conflict, the order of precedence is: (i) the DPA (as to data processing matters), (ii) the Order Form, (iii) these Terms, and (iv) the Privacy Policy.
“Group Company” means any entity that, directly or indirectly, controls, is controlled by, or is under common control with a party, where “control” means ownership of more than 50% of the outstanding voting interests. References to a party’s “Group Companies” include that party’s parent company and the sister companies under common ownership.
“Authorized User” means an individual employee, contractor, or agent of Customer whom Customer authorizes to access and use the Service under Customer’s account.
“Customer Data” means all data, content, files, records, text, audio, images, video, and other information that Customer or its Authorized Users upload, submit, sync, transmit, or otherwise make available to or through the Service, including data imported from third-party services that Customer connects to the Service. Customer Data does not include Service Data.
“Documentation” means the user guides, help center articles, and technical documentation that Nutshell makes generally available at support.nutshell.com or otherwise provides for the Service.
“Order Form” means an online subscription plan selection, written order document, or statement of work that references these Terms.
“Service Data” means data generated by or about Customer’s use of the Service that does not include the substantive content of Customer Data, including usage logs, performance metrics, configuration settings, telemetry, system logs, aggregated or de-identified statistics, and similar operational data.
“Subprocessor” means any third-party service provider engaged by Nutshell to process Customer Data on behalf of Nutshell in connection with the provision of the Service.
“Subscription Term” means the period during which Customer is authorized to use the Service, as set forth in the applicable Order Form or as established by Customer’s plan selection.
Subject to Customer’s compliance with these Terms and payment of all applicable fees, Nutshell grants Customer a non-exclusive, non-transferable, non-sublicensable, revocable, worldwide license during the Subscription Term to access and use the Service for Customer’s internal business purposes, in accordance with the Documentation and the use limits set forth in Customer’s Order Form (such as seat counts, contact counts, and feature tier).
Customer is responsible for: (a) the acts and omissions of its Authorized Users; (b) maintaining the confidentiality and complexity of account credentials; (c) all activity that occurs under its account, whether or not authorized; and (d) ensuring that its Authorized Users comply with these Terms. Customer must notify Nutshell promptly of any unauthorized access to or use of its account. Each Authorized User account is for a single individual and may not be shared.
Nutshell continuously develops and improves the Service. Nutshell may at any time, in its sole discretion and without prior notice, add, modify, remove, or discontinue features, functionality, integrations, or other aspects of the Service. Nutshell will use commercially reasonable efforts to notify Customer in advance of material adverse changes to core Service functionality, but is not obligated to do so. Customer’s continued use of the Service following any such change constitutes acceptance of the change. Nutshell will not be liable for modifications, suspensions, or discontinuations except as expressly stated in these Terms.
From time to time, Nutshell may make features, products, or services available on a “beta,” “preview,” “early access,” or similar basis (collectively, “Beta Features”). Beta Features are provided AS IS, without warranty, may be modified or discontinued at any time, may not be supported, and are not subject to any service-level commitments. Customer’s use of Beta Features is voluntary.
The Service may interoperate with third-party products, services, or content (“Third-Party Services“), including platforms such as Google Workspace, Microsoft 365, communication providers, and AI model providers. Third-Party Services are provided by third parties and are subject to their own terms and privacy policies. Nutshell does not control, endorse, or assume responsibility for Third-Party Services, and Customer’s use of Third-Party Services is at Customer’s own risk. If Customer enables a Third-Party Service, Customer authorizes Nutshell to exchange data with that Third-Party Service as required for it to function.
Nutshell’s use and transfer to any other app of information received from Google APIs adheres to the Google API Services User Data Policy, including the Limited Use requirements. Nutshell does not use data received from Google Workspace APIs to develop, improve, or train generalized AI or machine learning models. For full details of how Nutshell accesses, uses, transfers, and protects Google user data — including the specific data types accessed, the permitted uses, restrictions on human access, and AI subprocessor disclosures — see the Nutshell Privacy Policy.
As between the parties, Customer owns and retains all right, title, and interest in and to Customer Data. Nutshell does not claim any ownership rights in Customer Data. Customer grants Nutshell and its Subprocessors a non-exclusive, worldwide, royalty-free license to host, copy, transmit, display, process, and otherwise use Customer Data solely as necessary to: (a) provide, maintain, support, secure, and improve the Service for Customer; (b) prevent or address technical or security issues; (c) comply with applicable law or a valid legal request; and (d) enforce these Terms. This license terminates when Customer Data is deleted from the Service, except for residual copies retained in routine backups (which are purged in accordance with Nutshell’s backup-retention schedule) and as otherwise required by law.
In the event of a dispute regarding ownership or control of a Nutshell account (for example, between cofounders, between an employee and employer, or following a corporate dissolution), Nutshell will, absent a court order or other binding legal instrument directing otherwise, treat the individual who originally created the account as the account owner, and will direct any data access, billing, or administrative requests to that individual. Nutshell is not obligated to mediate or adjudicate such disputes and may, in its sole discretion, suspend account access pending resolution.
Customer is solely responsible for: (a) the accuracy, quality, legality, and appropriateness of Customer Data; (b) the means by which Customer acquired Customer Data; (c) obtaining all rights, consents, and permissions necessary for Nutshell to process Customer Data on Customer’s behalf, including consents from data subjects under applicable data protection laws; and (d) any decisions or actions Customer takes based on the Service or Customer Data.
Customer must not upload or submit to the Service any of the following (“Prohibited Data“): protected health information (PHI) subject to HIPAA, full payment card numbers (other than the truncated last four digits), government-issued identifiers (such as Social Security numbers or passport numbers), access credentials or authentication secrets, classified or export-controlled information, or any other data the processing of which would require regulatory licensing or registration that Nutshell does not maintain. Customer Data submitted in violation of this Section is processed at Customer’s sole risk, and Nutshell disclaims all liability with respect to it.
During the Subscription Term, Customer Data remains available to Customer through the Service and through Customer’s account export tools. Following expiration or termination of these Terms, Nutshell will make Customer Data available for export for a period of thirty (30) days upon Customer’s written request. After this 30-day period, Nutshell will delete Customer Data from its active production systems within a commercially reasonable time. Residual copies of Customer Data may persist in encrypted backup systems indefinitely following deletion from production. Nutshell does not commit to a specific timeframe for purging Customer Data from backups; however, upon Customer’s written request, Nutshell will make reasonable efforts to expedite such purging to the extent technically feasible.
Nutshell may collect, generate, and use Service Data and aggregated or de-identified data derived from the operation of the Service for its legitimate business purposes, including operating, maintaining, securing, monitoring, analyzing, and improving the Service. Nutshell will not disclose aggregated or de-identified data in any form that identifies Customer or any individual.
Customer must not, and must not permit any Authorized User or third party to: (a) use the Service in violation of any applicable law, regulation, or third-party right; (b) reverse engineer, decompile, disassemble, or otherwise attempt to derive the source code, underlying algorithms, structure, or organization of the Service, except as permitted by applicable law notwithstanding this restriction; (c) sublicense, lease, rent, loan, sell, resell, transfer, distribute, or otherwise commercially exploit the Service or make it available to any third party other than Authorized Users; (d) modify, adapt, translate, or create derivative works of the Service; (e) remove or obscure proprietary notices in or on the Service; (f) interfere with or disrupt the integrity, security, or performance of the Service; (g) attempt to gain unauthorized access to the Service or related systems; (h) use the Service to build a competing product or service or to benchmark the Service for competitive purposes; (i) use the Service to transmit malicious code, unsolicited communications in violation of law, or unlawful, harassing, defamatory, or infringing content; or (j) run automated security scans, penetration tests, or load tests against the Service without Nutshell’s prior written consent.
Nutshell reserves the right to refuse service to, or terminate the account of, any Customer whose business activities, in Nutshell’s reasonable judgment, present heightened risk of abuse, regulatory exposure, or reputational harm. Such activities include, without limitation: pornography or adult-content services; gambling and sports-wagering operations; cryptocurrency exchanges, token sales, or related speculative services; multi-level marketing or pyramid schemes; debt-collection services targeting consumers; and any business operating in violation of applicable law. Nutshell may, in its sole discretion, make exceptions for legitimate operators in these industries subject to additional contractual commitments.
Some Nutshell features enable Customer to send email at scale, including through Nutshell Campaigns and through integrations with email service providers. Customer must not use the Service to send unsolicited bulk email (“spam“) as defined by Spamhaus and applicable law, including the U.S. CAN-SPAM Act, the Canadian Anti-Spam Law (CASL), and equivalent laws in other jurisdictions. Every commercial email sent through the Service must include a functioning unsubscribe mechanism. Customer must honor opt-out requests and must not attempt to circumvent unsubscribe functionality. Nutshell may suspend or terminate Customer’s bulk-email access in response to elevated spam complaint rates, blacklisting events, or other indicators of abuse.
If Customer uses the Service’s SMS or text-messaging features, Customer must have express prior consent from each recipient as required by the Telephone Consumer Protection Act (TCPA), the CTIA Messaging Principles and Best Practices, and equivalent laws. Recurring-message programs must include clear opt-out instructions and periodic enrollment reminders. The Service automatically supports STOP, UNSTOP, UNSUBSCRIBE, and CANCEL commands; Customer must not attempt to circumvent these. Nutshell may suspend or disable text-messaging functionality at any time, with or without notice, in response to abuse, carrier requirements, or regulatory action.
Customer is solely responsible for compliance with all applicable laws governing the recording and monitoring of phone calls, including obtaining the consent of all parties to a call where required by federal, state, or local law (including all-party-consent jurisdictions such as California, Florida, and Pennsylvania). Customer must provide any required disclosures to call recipients. For Customers in the top 1% of click-to-call cost utilization, Nutshell reserves the right to impose international-calling limits or negotiate a custom usage fee.
The Service may include AI-powered features, including automated drafting, summarization, lead-scoring, and customer-facing chatbots that Customer can deploy on its own websites or properties (collectively, “AI Features”). Customer acknowledges and agrees that: (a) AI Features produce outputs based on probabilistic models and may contain inaccuracies, omissions, or content that is not suitable for Customer’s purposes; (b) Customer is solely responsible for reviewing AI outputs before relying on them, publishing them, sharing them with third parties, or taking action based on them; (c) Nutshell is not responsible for the outputs of any Nutshell-provided chatbot that Customer deploys on Customer’s site or property, or for any action taken in reliance on such outputs by Customer’s end users or visitors; and (d) Customer will indemnify Nutshell, in accordance with Section 10.2, for claims arising from Customer’s configuration, deployment, or use of AI Features.
Nutshell does not use Customer Data to train its own or third parties’ generalized AI or machine-learning models. See Section 7 for additional AI commitments.
“Abuse” includes violations of this Section 4, attempts to circumvent billing, unauthorized security testing, fraudulent or deceptive use of the Service, and use of the Service that materially threatens the security, availability, or integrity of the Service or its other users. Nutshell may suspend or terminate Customer’s account immediately and without refund in response to Abuse, and may report Abuse to applicable authorities.
The Service includes features that allow Customer to generate, send, and collect on invoices to Customer’s own customers. Customer is solely responsible for: (a) the accuracy of invoices generated through the Service, including amounts, line items, dates, and recipient information; (b) the calculation, collection, and remittance of sales tax, VAT, GST, withholding, and similar taxes owed in connection with Customer’s transactions with its own customers; (c) compliance with all invoicing, billing, e-invoicing, consumer-protection, and electronic-receipt laws applicable to Customer’s business (including jurisdiction-specific e-invoicing mandates and tax-registration thresholds); and (d) all decisions or actions taken by Customer’s own customers in reliance on invoices, receipts, or payment records generated through the Service. Nutshell does not act as a merchant of record, marketplace facilitator, payment facilitator, or tax-remittance agent in connection with Customer’s transactions with Customer’s own customers. Customer will indemnify Nutshell for claims arising from these transactions in accordance with Section 10.2.
Customer will pay the fees set forth in the applicable Order Form, plan-selection page, or invoice. All fees are stated and payable in U.S. dollars unless otherwise specified. Fees are non-refundable except as expressly provided in these Terms. Nutshell may revise its fees at any time effective at the start of any renewal Subscription Term.
Unless Customer cancels through the Service before the end of the then-current Subscription Term, Customer’s subscription automatically renews for successive periods equal to the prior Subscription Term, at Nutshell’s then-current rates, and Customer authorizes Nutshell to charge the payment method on file for the renewal fees and applicable taxes. If Customer does not maintain a current and valid payment method, Nutshell may suspend or terminate the Service.
If Customer cancels the renewal of its subscription within seven (7) calendar days of the renewal charge, Nutshell will refund the renewal fee in full. Customer is responsible for ensuring its payment information and billing records are accurate.
Except for the seven-day renewal window described in Section 5.3, Nutshell does not offer refunds for early termination or partial Subscription Terms. If Customer cancels mid-term, Customer’s access continues through the end of the paid period and no refund or pro-rata credit is issued. No refund will be issued for any period shorter than one calendar month, regardless of usage.
Fees are exclusive of taxes. Customer is responsible for all applicable sales, use, value-added, withholding, and similar taxes assessed in connection with Customer’s payments to Nutshell, other than taxes based on Nutshell’s net income.
If Customer’s payment method is declined or fees are otherwise overdue, Nutshell may, in addition to its other remedies: (a) suspend access to the Service; (b) charge interest at the lesser of 1.5% per month or the maximum rate permitted by law.
“Confidential Information” means non-public information disclosed by one party (the “Disclosing Party“) to the other (the “Receiving Party“) that is identified as confidential or that a reasonable person would understand to be confidential given its nature and the circumstances of disclosure. Customer Data is Customer’s Confidential Information.
The Receiving Party must (a) use Confidential Information only to perform under these Terms or as expressly permitted, (b) protect Confidential Information with at least the same degree of care it uses for its own confidential information (but no less than reasonable care), and (c) limit access to those personnel and contractors who have a need to know and are bound by confidentiality obligations no less protective than those in this Section.
Confidential Information does not include information that is or becomes publicly available without breach of these Terms, was lawfully known to the Receiving Party without restriction before disclosure, is independently developed without use of Confidential Information, or is rightfully obtained from a third party without restriction. If compelled by law to disclose Confidential Information, the Receiving Party will, where legally permitted, give the Disclosing Party prompt notice and reasonable cooperation to seek a protective order.
Nutshell may identify Customer as a Nutshell customer and may use Customer’s name and logo on Nutshell’s website, in customer lists, and in non-personalized marketing materials (such as a “trusted by” customer-logo wall or a list of representative customers), in each case in a factual and non-disparaging manner. Use of Customer’s name or logo in a customer-specific case study, press release, quote, video testimonial, or similar individualized marketing asset requires Customer’s prior written consent (email is sufficient). Nutshell may also include product-level identification (such as “Powered by Nutshell”) in product offerings or interfaces deployed by Customer.
Customer may opt out of Nutshell’s marketing use of Customer’s name and logo at any time by emailing [email protected]. Nutshell will give effect to opt-out requests within a reasonable time and will remove Customer’s name and logo from active marketing surfaces; opt-out does not require Nutshell to recall or destroy materials already in distribution.
Nutshell may also identify Customer in confidence to Subprocessors, auditors, professional advisors, and prospective acquirers under appropriate confidentiality protections, and as required by legal process.
Nutshell does not use Customer Data to train or fine-tune any generalized AI or machine-learning model, whether operated by Nutshell or any third party. Where the Service uses third-party AI model providers as Subprocessors, Nutshell contractually requires that those providers (a) process Customer Data solely to provide the requested output, (b) not use Customer Data to train, fine-tune, or otherwise improve their generalized models, and (c) limit retention of Customer Data to the period necessary to provide the response, comply with applicable law, and conduct reasonable trust-and-safety, abuse-prevention, and security monitoring consistent with the provider’s standard published practices. Nutshell may use Service Data, aggregated data, and de-identified data to evaluate and improve the Service, including its own internal AI models, in accordance with Section 3.6.
Customer may opt in to AI feedback features (e.g. clicking “This was useful”) to share individualized feedback with Nutshell. Nutshell may use this feedback to improve the the Service.
As between the parties, Customer owns its inputs to AI Features (as Customer Data) and the outputs generated specifically for Customer (“AI Outputs“), subject to third-party rights in any underlying model or content. Customer acknowledges that AI Outputs may be similar to or identical to outputs generated for other customers and that Nutshell makes no representation that AI Outputs are unique, original, non-infringing, or fit for any particular purpose.
A current list of AI model providers used by Nutshell is included in the Subprocessor List. Customer’s use of AI Features is subject to the applicable usage policies of those providers to the extent passed through in the Documentation.
If Customer deploys a Nutshell-provided chatbot, or AI-powered widget on Customer’s website, application, or other property, Customer is solely responsible for: (a) the chatbot’s configuration, training data, and persona; (b) all outputs generated by the chatbot in response to end-user interactions; (c) compliance with consumer-protection, advertising, and disclosure laws applicable to its interactions (including any legally required AI disclosures); and (d) all decisions or actions taken by end users in reliance on chatbot outputs. Nutshell is not liable for the substantive content of, or any harm arising from, Customer-deployed chatbot outputs. Customer will indemnify Nutshell for third-party claims arising from such outputs in accordance with Section 10.2.
Nutshell’s collection, use, and disclosure of personal data is described in our Privacy Policy, which is incorporated into these Terms by reference.
To the extent Nutshell processes personal data on Customer’s behalf as a “processor,” “service provider,” or comparable role under applicable data protection laws (including the EU GDPR, the UK GDPR, the Swiss FADP, the California Consumer Privacy Act, the Canadian PIPEDA, the Brazilian LGPD, and equivalent laws), the Data Processing Addendum is incorporated into these Terms by reference and forms part of the parties’ agreement. The DPA, including its Annex II (Technical and Organizational Security Measures), sets forth Nutshell’s security commitments, sub-processor obligations, international-transfer mechanisms (including the EU SCCs and UK Addendum), and security-incident response obligations.
Nutshell uses Subprocessors to provide the Service. A current list of Subprocessors is maintained at trust.nutshell.com/subprocessors and is subject to change. Nutshell will provide notice of new Subprocessors as described in the DPA, and Customer may object to such changes as set forth in the DPA. Nutshell will not engage Subprocessors that are domiciled in, or that store Customer Data in, the Democratic People’s Republic of Korea (North Korea) or the Islamic Republic of Iran. This restriction does not apply to Authorized Users physically located in those jurisdictions; Customer is responsible for compliance with applicable export-control and sanctions laws governing its own users.
The Service, Documentation, and all related software, technology, trademarks, logos, designs, and content (collectively, “Nutshell IP”) are and remain the exclusive property of Nutshell and its licensors. Nutshell IP is protected by intellectual property laws. Except for the limited rights expressly granted to Customer in these Terms, no rights or licenses to Nutshell IP are granted to Customer, whether by implication, estoppel, or otherwise. Nutshell® is a registered trademark of Nutshell, Inc.
If Customer provides Nutshell with suggestions, ideas, feedback, or recommendations regarding the Service (“Feedback“), Customer grants Nutshell a perpetual, irrevocable, royalty-free, worldwide, sublicensable license to use and incorporate Feedback into the Service and Nutshell’s other products and services, without compensation, attribution, or obligation to Customer.
Customer grants Nutshell a limited license to display Customer’s name and logo within the Service solely as necessary to provide Customer’s account and Service interfaces (e.g., displaying Customer’s logo to its own Authorized Users). External marketing use of Customer’s name or logo is governed by Section 6.4.
Nutshell will defend Customer against any third-party claim alleging that Customer’s use of the Service in accordance with these Terms infringes a U.S. patent, copyright, or trademark, and will pay damages and reasonable attorneys’ fees finally awarded against Customer or agreed in a settlement, provided that Customer (a) promptly notifies Nutshell in writing of the claim, (b) gives Nutshell sole control of the defense and settlement, and (c) provides Nutshell with reasonable cooperation. Nutshell has no obligation under this Section to the extent a claim arises from (i) Customer Data, (ii) Customer’s combination of the Service with non-Nutshell products or services, (iii) Customer’s modification of the Service, (iv) use of the Service after Nutshell has notified Customer to discontinue such use, or (v) any Beta Feature. If the Service is held, or in Nutshell’s opinion is likely to be held, to infringe, Nutshell may, at its option and expense, (1) procure for Customer the right to continue using the Service, (2) modify the Service to be non-infringing, or (3) terminate the affected portion of the Service and refund any prepaid fees for the unused portion of the Subscription Term. This Section states Nutshell’s entire liability, and Customer’s exclusive remedy, for any claim of intellectual-property infringement.
Customer will defend Nutshell and its Group Companies, officers, directors, employees, and agents (the “Nutshell Parties“) against any third-party claim arising from or relating to: (a) Customer Data, including any allegation that Customer Data violates a third party’s rights or applicable law; (b) Customer’s or its Authorized Users’ use of the Service in violation of these Terms or applicable law; (c) Customer’s bulk email, text-message, or click-to-call communications, including TCPA, CAN-SPAM, CASL, and similar claims; (d) the outputs of any Nutshell-provided chatbot or AI Feature deployed by Customer on Customer’s own properties or used in Customer’s interactions with third parties; (e) Customer’s invoicing, billing, tax-collection, or tax-remittance practices, including any tax authority assessment or consumer claim; and (f) Customer’s dispute with another user of the Service over account ownership or Customer Data. Customer will pay any damages and reasonable attorneys’ fees finally awarded against the Nutshell Parties or agreed in a settlement, provided that Nutshell promptly notifies Customer of the claim, allows Customer to control the defense and settlement (subject to Nutshell’s right to participate at its own expense), and provides reasonable cooperation. Customer may not settle any claim that imposes liability on, or admits wrongdoing by, any Nutshell Party without Nutshell’s prior written consent.
THE SERVICE, DOCUMENTATION, AI OUTPUTS, AND ALL THIRD-PARTY SERVICES MADE AVAILABLE THROUGH THE SERVICE ARE PROVIDED “AS IS” AND “AS AVAILABLE,” WITHOUT WARRANTY OF ANY KIND. TO THE FULLEST EXTENT PERMITTED BY LAW, NUTSHELL AND ITS LICENSORS, SUPPLIERS, AND SUBPROCESSORS DISCLAIM ALL WARRANTIES, EXPRESS, IMPLIED, AND STATUTORY, INCLUDING THE WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, NON-INFRINGEMENT, ACCURACY, AND ANY WARRANTIES ARISING FROM COURSE OF DEALING OR USAGE OF TRADE. NUTSHELL DOES NOT WARRANT THAT THE SERVICE WILL BE UNINTERRUPTED, ERROR-FREE, SECURE, OR FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS, OR THAT AI OUTPUTS WILL BE ACCURATE, RELIABLE, OR FIT FOR ANY PURPOSE.
CUSTOMER USES THE SERVICE AT ITS OWN DISCRETION AND RISK AND IS SOLELY RESPONSIBLE FOR ANY DAMAGE TO ITS SYSTEMS OR LOSS OF DATA RESULTING FROM SUCH USE.
THE SERVICE IS NOT INTENDED FOR USE IN ANY NUCLEAR, LIFE-SUPPORT, OR MEDICAL APPLICATION, OR ANY OTHER INHERENTLY DANGEROUS APPLICATION IN WHICH FAILURE COULD RESULT IN DEATH, PERSONAL INJURY, OR CATASTROPHIC DAMAGE. NUTSHELL HAS NO LIABILITY FOR ANY SUCH USE.
Some jurisdictions do not allow the exclusion of certain warranties, so some of the above exclusions may not apply to Customer.
EXCEPT FOR (A) A PARTY’S INDEMNIFICATION OBLIGATIONS UNDER SECTION 10, (B) CUSTOMER’S PAYMENT OBLIGATIONS, (C) CUSTOMER’S BREACH OF SECTION 4 (ACCEPTABLE USE) OR SECTION 9 (INTELLECTUAL PROPERTY), AND (D) A PARTY’S BREACH OF SECTION 6 (CONFIDENTIALITY), IN NO EVENT WILL EITHER PARTY OR ITS GROUP COMPANIES, SUPPLIERS, OR LICENSORS BE LIABLE FOR ANY INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL, EXEMPLARY, OR PUNITIVE DAMAGES, OR FOR LOST PROFITS, LOST REVENUE, LOST DATA, OR BUSINESS INTERRUPTION, ARISING FROM OR RELATING TO THESE TERMS OR THE SERVICE, WHETHER IN CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY, OR ANY OTHER THEORY, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES AND EVEN IF A LIMITED REMEDY FAILS OF ITS ESSENTIAL PURPOSE.
EACH PARTY’S TOTAL AGGREGATE LIABILITY ARISING FROM OR RELATING TO THESE TERMS, WHETHER IN CONTRACT, TORT, OR OTHERWISE, WILL NOT EXCEED THE TOTAL FEES PAID OR PAYABLE BY CUSTOMER TO NUTSHELL UNDER THESE TERMS DURING THE TWELVE (12) MONTHS PRECEDING THE EVENT GIVING RISE TO THE LIABILITY. IF THE SERVICE IS PROVIDED WITHOUT CHARGE, NUTSHELL’S TOTAL AGGREGATE LIABILITY WILL NOT EXCEED ONE HUNDRED U.S. DOLLARS (US$100).
For the avoidance of doubt, Nutshell’s liability for its indemnification obligations under Section 10.1 will not exceed the fees paid or payable by Customer in the twelve months preceding the claim.
Some jurisdictions do not allow the limitation or exclusion of liability for incidental or consequential damages, so some of the above limitations may not apply to Customer.
These Terms commence on the date Customer first accepts them or begins using the Service (whichever is earlier) and continue until terminated as set forth in these Terms or in any Order Form.
Either party may terminate these Terms for cause upon written notice if the other party materially breaches these Terms and fails to cure the breach within thirty (30) days after receiving notice describing the breach in reasonable detail. Nutshell may terminate immediately and without notice for Customer’s breach of Section 4 (Acceptable Use), Section 9 (Intellectual Property), or Section 6 (Confidentiality), or for nonpayment.
Customer may cancel its subscription at any time through the Service’s billing settings, effective at the end of the then-current Subscription Term. No partial refunds are issued.
Nutshell may terminate these Terms for any reason or no reason on thirty (30) days’ written notice, in which case Nutshell will refund any prepaid fees for the unused portion of the Subscription Term.
Upon termination or expiration: (a) Customer’s right to access the Service ends; (b) Customer remains liable for fees accrued through the effective date of termination; and (c) Customer Data will be made available for export as described in Section 3.5.
The following Sections survive termination: 1 (Definitions), 3.1, 3.5, 3.6, 5 (as to accrued amounts), 6 (Confidentiality), 9 (IP), 10 (Indemnification), 11 (Disclaimer), 12 (Limitation of Liability), 13.5–13.6, 14 (Governing Law), and 15 (Miscellaneous).
These Terms are governed by the laws of the Commonwealth of Pennsylvania, without regard to its conflict-of-laws principles. The United Nations Convention on Contracts for the International Sale of Goods does not apply.
Except as set forth in Section 14.5, all disputes, claims, or controversies arising out of or relating to these Terms or the Service (each, a “Dispute”) will be resolved by final and binding arbitration administered by the American Arbitration Association (“AAA”) under its Commercial Arbitration Rules, and judgment on the arbitrator’s award may be entered in any court of competent jurisdiction. The arbitration will be conducted by a single arbitrator. The seat of arbitration will be Philadelphia, Pennsylvania, and the proceedings will be conducted in English. For international Disputes, either party may elect to proceed under the International Centre for Dispute Resolution (ICDR) International Arbitration Rules in lieu of the AAA Commercial Rules. Each party will bear its own attorneys’ fees and expert costs; administrative fees and arbitrator compensation will be allocated as provided in the applicable AAA rules, subject to the arbitrator’s authority to reallocate.
THE PARTIES AGREE THAT ANY DISPUTE WILL BE BROUGHT IN AN INDIVIDUAL CAPACITY ONLY AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS, COLLECTIVE, OR REPRESENTATIVE PROCEEDING. The arbitrator may not consolidate the claims of more than one person and may not preside over any form of class proceeding. If this Section 14.3 is held unenforceable as to any Dispute, that Dispute (and only that Dispute) will be resolved in court under Section 14.5.
Customer may opt out of the arbitration agreement in Sections 14.2 and 14.3 by sending written notice to [email protected] within thirty (30) days of first accepting these Terms. The notice must include Customer’s name, account email, and a clear statement that Customer wishes to opt out. Opting out has no effect on any other provision of these Terms.
Notwithstanding Sections 14.2–14.3, either party may bring an action in a court of competent jurisdiction (a) for injunctive or equitable relief to protect its intellectual property or Confidential Information, or (b) for claims that qualify for small-claims court. Any Dispute not subject to arbitration is subject to the exclusive jurisdiction of the state and federal courts located in Dauphin County, Pennsylvania, and the parties consent to personal jurisdiction and venue in those courts.
Nutshell may modify these Terms from time to time. Material changes will be communicated by posting the updated Terms at nutshell.com/legal/terms (or a successor URL) and updating the “Last updated” date; Nutshell may also notify Customer by email or in-product notice. Customer’s continued use of the Service after the effective date constitutes acceptance. If Customer does not agree to the modified Terms, Customer must stop using the Service.
Customer may not assign or transfer these Terms or any of its rights or obligations, by operation of law or otherwise, without Nutshell’s prior written consent, and any attempted assignment in violation of this Section is void. Nutshell may assign or transfer these Terms, in whole or in part, without Customer’s consent, to a Group Company or in connection with a merger, acquisition, corporate reorganization, financing, or sale of all or substantially all of Nutshell’s assets or equity. These Terms bind and inure to the benefit of the parties and their permitted successors and assigns.
Notices to Nutshell must be sent to [email protected] with a copy to Nutshell, Inc., 1705 North Front St., Harrisburg, PA, 17102, USA. Notices to Customer may be sent to the email address associated with Customer’s account or posted within the Service. Notices are effective on receipt.
The Service is subject to U.S. export-control and sanctions laws. Customer represents that it is not located in, organized under the laws of, or ordinarily resident in any country or territory subject to comprehensive U.S. sanctions (currently Cuba, Iran, North Korea, Syria, and the Crimea, Donetsk, and Luhansk regions of Ukraine), and is not on any U.S. government list of prohibited or restricted parties. Customer will not export, re-export, or transfer the Service in violation of applicable export laws.
The Service is “commercial computer software” and “commercial computer software documentation” as those terms are used in 48 C.F.R. § 12.212 and 48 C.F.R. § 227.7202. U.S. government end users acquire only the rights set forth in these Terms.
Neither party is liable for any delay or failure to perform (other than payment obligations) caused by events beyond its reasonable control, including natural disasters, acts of war or terrorism, civil disturbance, government action, labor disputes, pandemics, internet or telecommunications failures, failures of third-party services, and cybersecurity incidents (including ransomware, distributed denial-of-service attacks, zero-day exploits, and supply-chain compromises) affecting third-party infrastructure, software, or service providers on which the affected party reasonably relies (each, a “Force Majeure Event”). The party affected by a Force Majeure Event will use commercially reasonable efforts to mitigate its impact and to resume performance as soon as practicable.
This Section does not excuse a cybersecurity incident to the extent it is caused by the affected party’s own systems, gross negligence, willful misconduct, or failure to implement commercially reasonable security measures required by this Agreement (including Annex II of the DPA). For the avoidance of doubt, Nutshell’s Security Incident notification obligations under Section 3.3 of the DPA apply regardless of whether the underlying event constitutes a Force Majeure Event.
These Terms do not confer any rights on any third party other than the parties’ permitted successors and assigns and, as expressly stated, the Nutshell Parties indemnified under Section 10.2.
A waiver of any provision is effective only if in writing and signed by the waiving party, and is not a waiver of any other provision or breach. If any provision is held unenforceable, the remaining provisions remain in effect, and the unenforceable provision will be modified to the minimum extent necessary to make it enforceable.
These Terms, together with the Privacy Policy, the DPA (if applicable), the Subprocessor List, and any Order Form, constitute the entire agreement between the parties regarding the Service and supersede all prior or contemporaneous understandings, written or oral. In the event of a conflict, the order of precedence in the introductory paragraph applies.
Headings are for convenience only and do not affect interpretation. “Including” means “including without limitation.”
Questions about these Terms should be directed to [email protected].
Nutshell, Inc. 1705 North Front Street Harrisburg, PA 17102
