The Nutcache Terms of Service
This Service is offered by Nutcache Technologies Inc. (“Nutcache”), a Quebec Business Corporation.
By registering an account, you agree to the following terms of service and specific conditions applicable to the Nutcache services. If you do not agree with these terms and conditions, click cancel or do not use the Nutcache services.
The following Terms of Service may be modified from time to time. When modified, Nutcache will post a notice informing you of such modifications. Your use of the Services after the date the modifications become effective will entail your consent to the modified terms of service. If you don’t agree to the modifications, you must stop using the Services.
This version of Terms of Service has been updated and has been in effect since July 11, 2018.
In this Agreement, unless the context requires otherwise, the following expressions shall have the meanings indicated below:
“Agreement”. shall mean this agreement and specific conditions of the Services used as they may be modified from time to time;
“Effective Date” shall mean the first of either the date at which you click to confirm your acceptance of this Agreement or the date at which you create a user account;
“Intellectual Property Rights” shall mean any proprietary right, including but not limited to those provided under: (i) patent law; (ii) copyright law; (iii) trade-mark law; (iv) industrial design law; or (v) any other statutory provision or common law principle that may provide a right pertaining to know-how or intellectual property.
“Service” or “Services” or « Nutcache Services » shall mean the Nutcache.com Internet site, application and software offering functionalities of project management, time, expenses and billing process management as well as any and all other services offered and available from time to time at Nutcache.com.
2.Authorization to Use
Subject to the terms of this Agreement, Nutcache hereby grants you a personal, non-exclusive, non-sub licensable, non-assignable, right to use the Services. To the extent you are acting for a partnership or a corporation with share capital, you hereby warrant that you are duly authorized to conclude this Agreement on its behalf. You must refrain from any act or activity that could affect the accessibility, security, integrity or functionality of the Website or the systems or networks of Nutcache or any of its subcontractors, as well as any unauthorized attempt to access the data or documents of other users. Nutcache reserves the right to monitor your use of the Services. Nutcache may also from time to time ask for your opinion and comments on the quality of the Services and may use the information you provide in that regard for its own purposes. We can suspend your right to access the Services, or unilaterally terminate this Agreement, if you do not comply with it, or if you engage in inappropriate use of the Services.
Access and Availability
Nutcache strives to ensure that the Services are accessible and available 99% of the time. However, Nutcache cannot guarantee uninterrupted access to the Services. Nutcache reserves the right to interrupt access to and provision of the Services, as well as access to the Internet Site, including without limitation for the following reasons:
- Performing maintenance in connection with the Services, including updates;
- Upgrading and installing new features;
- Verifying and auditing the proper performance and use of the Services;
- Actual or apprehended outages.
Nutcache will try to notify you of scheduled or ongoing interruptions to the Services and will strive to limit their duration.
3. Your Responsibilities
You must ensure the confidentiality of the access codes and/or passwords used to access your account. You are responsible for all activity occurring under your account(s) and shall abide by all applicable laws in connection with your use of the Service, including those related to data privacy, and personal information. You shall notify Nutcache immediately of any unauthorized use of any password or account or any other known or suspected breach of security.
You shall not: (a) resell or otherwise use the Service as part of a commercial offering; (b) Use the Service except as authorized herein. (c) Use the Service to transmit commercial content, mass unsolicited e-mails (spam) or engage in communications that may cause prejudice to third parties, or are defamatory.
Framing, mirroring, scraping or data-mining of the Services or the Internet Site or the content thereof in any form or manner whatsoever are prohibited. The use of peer-to-peer transfer or collaborative viewing and display technologies in conjunction with your use of the Services, as well as posting comments in any form whatsoever on the Internet site, are also prohibited.
4. Your Content
As part of your use of the Service, you may submit content such as data, text, images, contact information and links to content (“Content”). You represent and warrant that any Content submitted by you is accurate and that You have the right to communicate such Content to the Service and us.
We may review Content to determine whether it may prejudice a third party or if it is illegal and we may, if such is the case, remove or refuse to publish such Content.
By submitting Content, you hereby grant Nutcache a worldwide, perpetual and royalty-free license to use such Content for the only purpose of providing the Services.
Nutcache makes backup copies of Content entered, transmitted and hosted in conjunction with use of the Services, but cannot guarantee that no Content will be lost, and cannot be held responsible in any way for any damage resulting from such loss. It is accordingly your responsibility to keep viable copies of your Content.
In the event of data loss resulting from data tampering by the user, Nutcache can, in some cases, restore the user’s data for an additional fee.
5. Protection of your Personal Information
6. Intellectual Property Ownership
Nutcache holds all rights, titles and interest either as owner or licensee, including all related Intellectual Property Rights, in and to the Service and the underlying technology. The content of the Services and Internet site or parts thereof are copyrighted by Nutcache, and are also protected by any patent application, filed or to be filed, in accordance with any patent legislation or in accordance with the Patent Cooperation Treaty.
This Agreement is not a sale and does not convey to you any rights of ownership in or related to the Service, the underlying technology or the Intellectual Property Rights owned by Nutcache. The Nutcache and NutCache.com names, logos, and the product names associated with the Service are trademarks of Nutcache or third parties, and no right or license is granted to you to use them.
Nutcache shall own all rights, title and interest including all related Intellectual Property Rights, in any suggestions, ideas, enhancement requests, feedback, recommendations or other information provided by you or any other party relating to the Services.
You may not copy, modify, distribute, sell, or lease any part of our Services or included software, nor may you reverse engineer or attempt to extract any source code.
7. Third Party Rights
You acknowledge that all Intellectual Property Rights in and to any third party content that may be distributed with or incorporated in the Service is the property of the respective content owners and are subject to separate license agreements and may be protected by intellectual property laws of other jurisdictions.
8. Exclusion of Liability Pertaining to Content
You acknowledge and understand that the content created, published, transmitted or shared by the use of the Service is entirely the responsibility of the person from whom such content originated. Therefore, You may be exposed to content that is offensive, harmful to minors, indecent or otherwise objectionable. Nutcache will not be liable for any information or content shared or exchanged by means of the Services or Nutcache’s Internet sites.
9. Pricing Policy
Nutcache may revise fee rates and/or the billable amount structure for the Service from time to time and will provide the designated account owner or administrator(s) with email notice of any changes in fees at least thirty (30) days prior in accordance with applicable law.
By using the Services 30 days after notice of change, you are deemed to have read, understood and accepted the new terms of service.
10. Subscription Policy
By subscribing to the Service and providing payment account information, Customer agrees to these payment terms and conditions.
By default, customer accounts are set to auto-renew and require recurring payments. Fees will be charged on an annual or monthly basis based on Customer’s subscription. Nutcache automatically charges Customer for such renewal on the renewal date associated with Customer’s account unless Customer has terminated the Service or Nutcache terminates the Service.
You will be billed for the appropriate plan based on the total number of unique users. You will pay all applicable fees when due and you authorize Nutcache to charge such fees using your selected credit card.
Nutcache may suspend or terminate Customer’s use of the Service if fees become past due. Customer is responsible for all applicable taxes and Nutcache will charge tax when required to do so by law.
If an automatic renewal amount is collected despite the Customer’s cancellation request, Nutcache will fully refund the collected amount within the time allowed by law, and to the extent that no prior dispute exists with the user of the Service.
This Agreement shall remain in effect from the Effective Date until i) you cease all use of the Services, ii) you communicate in writing that you wish to terminate the Agreement, or iii) Nutcache terminates this Agreement.
12. Termination Policy
Should you wish to cancel, you may do so by contacting us at firstname.lastname@example.org. prior to the renewal date to avoid billing of the next period’s fee. If you choose to cancel the Service, you still can use the Service until the end of the current period.
Our customer service will contact you by phone within 48h business days following your request to confirm your Service termination. For this purpose, you are responsible for providing complete and accurate contact information to Nutcache.
In addition, either party may terminate this Agreement if: (a) the other party has committed a material breach and fails to remedy the breach within thirty (30) days of receipt of a written notification on the initiative of the non-failing part; (b) the other party ceases commercial activities or is subject to insolvency proceedings and the said procedure is not subject to rejection within 90 days.
Nutcache may also terminate this Agreement due to your failure to comply with any of the provisions of this Agreement if after thirty (30) days written notice such failure remains uncured. Nutcache may limit or suspend this Agreement and your Use of the Service, prohibit You access to the Nutcache.com Internet site and/or delete Your User Account, with immediate effect, if Nutcache has reasonable grounds to believe that You are in breach of this Agreement, are otherwise affecting the functionality of the Services, are attracting potential liabilities (including, without limitation, by infringing a third party’s Intellectual Property Rights or by engaging in fraudulent, immoral or illegal activities). Nutcache shall effect such termination by providing notice to you to the email address You have provided, and/or by preventing Your access to the respective User Account. Nutcache reserves the right to cancel User Accounts that have been inactive for more than one (1) year.
13. Satisfaction Guaranteed Policy
We care about your satisfaction, so if you are dissatisfied with Nutcache and its functionality, new clients with an annual subscription can receive a full refund within the first 30 days of using Nutcache. For this purpose, you are responsible for providing complete and accurate billing and contact information to Nutcache.
Refund is available only to new Nutcache clients with an annual subscription; clients with a monthly subscription are not entitled to a refund.
14. Downgrade Policy
At any time, one can reduce the number of users or downgrade to a lower plan. However, in the case of a downgrade, the difference amount due cannot be refunded. The new subscription price will only be applied at the end of the current subscription.
Is considered a downgrade:
– reducing the number of seats
– going from an annual to a monthly subscription
– changing plan from Enterprise to Pro
Sections 6-7 (Intellectual Property, Third Party Rights), 12 (Survival), 13 (Indemnification), 14 (No Warranties) and 15 (Limitations) of this Agreement shall survive any termination or expiration unless and until waived expressly in writing by the party to whom they are of benefit.
You agree to indemnify, defend and hold Nutcache, and its affiliates, officers, directors, employees and agents harmless from and against any and all liability and costs (including reasonable attorneys’ fees incurred by said parties), in connection with or arising out of Your: (a) violation or breach of any term of this Agreement or any applicable law or regulation; (b) violation of any rights of any third party; (c) use or misuse of the Service.
17. No Warranties
Nutcache does not provide advisory services in respect of accounting or taxation.
To the extent permitted by applicable law, the Service is provided to you “as is”. Nutcache makes no representations, and gives no warranties, express or implied, including warranties of merchantable quality, fitness for a particular purpose, and excludes any legal warranty, or other arising from usage of trade.
Nutcache does not represent or warrant that the service will always be available, accessible, uninterrupted, secure, accurate, complete and error-free or will operate without packet loss, nor does Nutcache warrant the availability or sufficiency of a connection to the Internet.
Using the Service enables you to share certain content with other users. Nutcache cannot guarantee that you will always be able to share your Content with other service users, nor can Nutcache guarantee that you can share your Content without disruptions, delays or communication-related flaws or that all your Content shall always be delivered to other Service users in accordance with your instructions. Nutcache will not be liable for any such disruptions, delays or other omissions in any communication experienced when using the Service. In addition, Nutcache will not be liable for any errors occurring in the course of your use of the Services.
18. Limitation of Liability
To the extent permitted by applicable law, Nutcache shall not have any liability to you or any other person or entity for any direct, indirect or consequential, punitive, exemplary or any damages whatsoever, including, but not limited to, loss of revenue or profit, lost or damaged data or content, or other economic damages, even if such party has been advised of the possibility of such damages, or if they are foreseeable.
The Service may contain links to other Internet sites or services maintained by third parties. Nutcache does not endorse or approve, and is not responsible for the content of such other Internet sites and services.
19. Entire Agreement – Non Assignment
This Agreement supersedes all prior representations, arrangements, negotiations, understandings and agreements between the Parties, both written and oral, relating to the subject matter hereof.
If any term or provision of this Agreement is held to be illegal or unenforceable, the validity or enforceability of the remainder of this Agreement shall not be affected.
You may not assign the rights obligations set forth in this Agreement.
20. Communication and Commercial Electronic Message
Any communication to your attention will be transmitted either via the Services or the application you use or to the email address you have provided when you activated your user account.
You hereby agree to receive electronic messages from Nutcache pertaining to its Services, presently existing or to be developed, as long as you subscribe to the Services.
21. Dispute Resolution and Governing Law
In the event of any dispute, controversy or difference arising between the Parties out of or relating to or in connection with this Agreement, or the breach hereof, each Party shall refer the matter to its Representative who will work with his/her counterpart to resolve the dispute in a timely fashion.
Any dispute that is not resolved at this level within thirty (30) days may only be submitted to the Court of competent jurisdiction in the district of Laval, Province of Quebec, Canada, to the exclusion of any other Court.
This Agreement shall be governed by, and construed in accordance with, the laws of the Province of Québec and the federal laws of Canada applicable therein.