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Terms and conditions

Terms of Service

Terms of Service

These Nosto Terms of Service (“Agreement”) are entered into by and between the entity placing an order for, or accessing, any Services (“Customer”) and  “Nosto” (Nosto Solutions Ltd, or the applicable Nosto Solutions entity which is a party to any applicable Order Form)  ). “Services” means Nosto’s proprietary software-as-a-service solution(s) as described in the applicable Order Form.. These terms shall apply from the date that is the earlier of: (a) Customer’s initial access to any Services  through any online provisioning, registration or order process or (b) the effective date of the relevant Order Form. 

From time to time, Nosto may modify this Agreement. Unless otherwise specified by Nosto, changes become effective for Customer upon renewal of Customer’s current Subscription Term, or entry into a new Order Form. Nosto will use reasonable efforts to notify Customer of the changes through communications via Customer’s account, email or other means. Continued use of the Services after the updated version of this Agreement goes into effect will constitute Customer’s acceptance of such updated version. If Nosto specifies that material changes to the Agreement will take effect prior to Customer’s next renewal or new Order Form (such as for legal compliance reasons) and Customer objects to such changes, Customer may terminate the Subscription Term on notice in writing to Nosto and receive as its sole remedy a refund of any fees Customer has pre-paid for use of the applicable Services for the terminated portion of the Subscription Term, commencing on the date notice of termination was received.

1. Definitions

“Affiliate” means any entity under the control of Customer where “control” means ownership of or the right to control greater than 50% of the voting securities of such entity.

“AUP” means Nosto’s Acceptable Use Policy, available at https:// or a successor URL, incorporated into these terms by this reference.

“Customer Data” means any data, content or other information of any type that is submitted to the Services by or on behalf of Customer, including without limitation: (a) data, content or other information submitted, uploaded, instructed to be used for or imported to the Services by Customer (including from Third Party Platforms) and (b) data, content or other information provided by or about People (including chat and message logs) that are collected from the Customer Properties using the Services.

“Customer Properties” means Customer’s websites, apps, or other offerings owned and operated by (or for the benefit of) Customer where Customer uses the Services to communicate with People.

“Documentation” means the technical user documentation provided with the Services.

“Nosto Code” means any code or libraries, including analytics code, provided by Nosto for deployment on Customer Properties.

“Order Form” means a written or electronic form referencing this Agreement that is used to order the Services, including, without limitation, an online registration. The Order Form may contain details about your order, the applicable service plan, contracted usage quantity or limitation, and Subscription Term. Upon execution by the parties (or, in the case of electronic orders, confirmation and placement of the order), each Order Form will be subject to the terms and conditions of this Agreement.

“End Users” means Customer’s end user customers, potential end user customers, and other users of and visitors to the Customer Properties.

“Permitted User” means an employee or Contractor of Customer or its Affiliate who is authorized to access the Service.

“Sensitive Personal Information” means any of the following: (i) credit, debit or other payment card data subject to the Payment Card Industry Data Security Standards (“PCI DSS”); (ii) patient, medical or other protected health information regulated by the Health Insurance Portability and Accountability Act (“HIPAA”); or (iii) any other personal data deemed to be in a “special category” (as identified in EU General Data Protection Regulation or any successor directive or regulation).

“Taxes” means any sales, use, GST, value-added, withholding, or similar taxes or levies, whether domestic or foreign, other than taxes based on the income of Nosto.

“Third-Party Platform(s)” means any software, software-as-a-service, data sources or other products or services not provided by Nosto  that are integrated with or otherwise accessible through the Services.

2. Nosto Services 

2.1. Nosto’s Services are a suite of online experience and personalization software-as-a-service solutions offered through an online platform. Access is provided on a subscription basis for a set term designated on the Order Form and these Terms of Service ( “Subscription Term”).

2.2. Some Services may be subject to Additional Product Terms. By accessing or using a product or feature covered by the Additional Product Terms, Customer hereby agrees that their use of those Services is governed by the applicable Additional Product Terms.

2.3. Customer may access and use the Services solely for its own benefit and in accordance with the terms and conditions of this Agreement, the Documentation and any scope of use restrictions designated in the applicable Order Form. Use of and access to the Services is permitted only by Permitted Users. Customer will be responsible for any and all actions taken using Customer’s accounts and passwords.

2.4. Subject to all of the terms and conditions of this Agreement and your timely payment of all fees, Nosto grants to Customer a non-transferable, revocable, non-sublicensable, non-exclusive, limited license during any applicable Subscription Term to use and access the Service. 

2.5. Nosto Code. The right to use the Services includes the right to deploy Nosto Code on Customer Properties in order to enable product functionality and to enable data collection for use with the Services as further described herein. Customer will implement all necessary Nosto Code in strict accordance with the Documentation and other instructions provided by Nosto. Customer acknowledges that any changes made to the Customer Properties after initial implementation of Nosto Code may cause the Services to cease working or to function improperly and that Nosto will have no responsibility for the impact of any such Customer changes.

2.6. Contractors and Affiliates. Customer may permit its employees and Contractors and its Affiliates’ employees and Contractors to serve as Permitted Users, provided Customer remains responsible for compliance by such individuals with all of the terms and conditions of this Agreement and any use of the Services by such Permitted Users is for the sole benefit of Customer.

2.7. Customer will not (and will not permit any third party to): (a) rent, lease, provide access to or sublicense the Services to a third party; (b) use the Services to provide, or incorporate the Services into, any product or service provided to a third party other than the Customer Properties; (c) reverse engineer, decompile, disassemble, or otherwise seek to obtain the source code to the Services (except to the extent expressly permitted by applicable law); (d) copy or modify the Services or any Documentation, or create any derivative work from any of the foregoing; (e) publicly disseminate information regarding the performance of the Services; (f) use the Services for competitive analysis purposes; or (g) otherwise violate our Acceptable Use Policy.

2.8. Availability and Support. During the Term, Nosto will provide support and maintain the Services availability as detailed in the Nosto SLA (https: (“SLA”).

3. Customer Data and Obligations

3.1. Data Processing by Nosto. All data processing activities carried out as part of the Services will be governed by the Data Processing Addendum (“DPA”) incorporated by reference herein.

3.2. Rights in Customer Data. Customer will retain all of Customer’s Intellectual Property Rights in and to the Customer Data provided to Nosto. Subject to the terms of this Agreement, Customer hereby grants to Nosto a non-exclusive, worldwide, royalty-free right to access, use and display the Customer Data in order to provide the Services to Customer.

3.3. Anonymized Data. Nosto will not access or use Customer Data, except as necessary to provide the Service as defined in the Agreement. Nosto may also anonymize and use such statistical, aggregated or otherwise anonymized data collected by the Services to analyze, improve, support and operate the Services, provided that such data will not be directly or indirectly identifiable to the Customer or its End Users.

3.4. Customer Obligations

3.4.1. Customer Data Confirmation. Customer is solely responsible for the accuracy, content and legality of all Customer Data. Customer represents and warrants to Nosto that Customer has all necessary rights, consents and permissions to collect, share and use all Customer Data as contemplated in this Agreement (including granting Nosto the rights under Section 3 (Customer Data and Customer Obligations)) and that no Customer Data will violate or infringe: (i) any third party Intellectual Property Rights or, publicity, privacy, or other rights, (ii) any Laws, or (iii) any terms of service, privacy or other policies and/or any other agreements governing the Customer Properties or Customer’s accounts with any Third-Party Platforms. Customer will be fully responsible for any Customer Data submitted to the Services by any End User as if it was submitted by Customer. 

3.4.2. No Sensitive Personal Information. Customer specifically agrees not to use the Services to collect, store, process or transmit any Sensitive Personal Information. Customer acknowledges that Nosto is not a payment card processor and that the Services are not PCI DSS compliant. Customer shall be responsible for any Sensitive Personal Information it submits to the Services, and Customer acknowledges that Nosto is not subject to any additional obligations that may apply to any Sensitive Personal Information submitted to the Services. 

3.4.3 General Compliance. Customer agrees to comply with all applicable Laws in its use of the Services. The Customer shall ensure that they have the relevant privacy statement and cookie policy in place or that they otherwise inform the End Users of the processing of personal data. Customer further agrees to not use the Services for direct or indirect targeting of End Users based on categories of Sensitive Personal Information. 

3.5. Indemnification by Customer. Customer will indemnify, defend and hold harmless Nosto from and against any and all third party claims, costs, damages, losses, liabilities and expenses (including reasonable attorneys’ fees and costs) arising from or relating to any Customer Data, Customer’s use of a Third-Party Platform or breach or alleged breach by Customer of Section 3.4 (Customer Obligations). This indemnification obligation is subject to Customer receiving (i) prompt written notice of such claim (but in any event notice in sufficient time for Customer to respond without prejudice); (ii) the exclusive right to control and direct the investigation, defense, or settlement of such claim; and (iii) all necessary cooperation of Nosto at Customer’s expense. Notwithstanding the foregoing sentence, (a) Nosto may participate in the defense of any claim at its cost and expense and (b) Customer will not settle any claim without Nosto’s prior written consent, unless the settlement fully and unconditionally releases Nosto and does not require Nosto to pay any amount, take any action, or admit any liability.

4. Third Party Platforms

4.1. The Services may support integrations with certain Third-Party Platforms. Customer may initiate Customer Data exchanges between the Services and Third-Party Platforms through supported integrations. In order for the Services to communicate with such Third-Party Platforms, Customer may be required to input credentials in order for the Services to access and receive relevant information from such Third-Party Platforms. By enabling use of the Services with any Third-Party Platform, Customer authorizes Nosto to access Customer’s accounts with such Third-Party Platform for the purposes described in this Agreement. Customer is solely responsible for complying with any relevant terms and conditions of the Third-Party Platforms and maintaining appropriate accounts in good standing with the providers of the Third-Party Platforms. Customer acknowledges and agrees that Nosto has no responsibility or liability for any Third-Party Platform or how a Third-Party Platform uses or processes Customer Data after it is exported to such Third-Party Platform. Nosto does not guarantee that the Services will maintain integrations with any Third-Party Platform, and Nosto may disable integrations of the Services with any Third-Party Platform at any time with or without notice to Customer. For clarity, this Agreement governs Customer’s use of and access to the Services, even if accessed through an integration with a Third-Party Platform.

4.2. The Customer acknowledges that the use of the certain features of the Services might be dependent on integrations with such Third-Party Platforms Network and that the actions of the Customer and Third-Party Platforms may also affect the use of the Services.

5. Confidentiality

5.1. “Confidential Information” will include, but will not be limited to, any and all information associated with a party’s business and not publicly known, including specific business information, security details and process information, technical processes and formulas, software, product designs, sales, costs, price lists, and other unpublished financial information, business plans and marketing data, and any other confidential and proprietary information, whether or not marked as confidential or proprietary. 

5.2. Each party agrees to use the other party’s Confidential Information solely as necessary for performing its obligations under this Agreement. Each party agrees that it will take all reasonable steps, at least substantially equivalent to the steps it takes to protect its own proprietary information, to prevent the duplication, disclosure or use of any such Confidential Information, other than (i) by or to its employees, agents and subcontractors who must have access to such Confidential Information to perform such party’s obligations hereunder, who each will treat such Confidential Information as provided herein, and who are each subject to obligations of confidentiality to such party that are at least as stringent as those contained herein; or (ii) as required by any law, regulation, or order of any court of proper jurisdiction over the parties and the subject matter contained in this Agreement, provided that, if legally permitted, the receiving party will give the disclosing party prompt written notice and use commercially reasonable efforts to ensure that such disclosure is accorded confidential treatment. Confidential Information will not include any information that the receiving party can document: (i) was already in the public domain, or was already known by or in the possession of the receiving party, at the time of disclosure of such information; (ii) is independently developed by the receiving party without use of or reference to the other party’s Confidential Information, and without breaching any provisions of this Agreement; or (iii) is thereafter rightly obtained by the receiving party from a source other than the disclosing party without breaching any provision of this Agreement.

6. Ownership

6.1. Nosto Services Ownership. This is a subscription agreement for access to and use of the Services and no ownership rights are being conveyed to Customer under this Agreement. The Customer agrees and acknowledges that the title and all intellectual property rights in and to the Services and all Documentation, integrations with the Services, and any data related thereto (except Customer Data) are owned and remain vested in Nosto or a third party (such as Nosto’s licensor). Except as expressly set forth in this Agreement, no rights in any Nosto Services are granted to Customer.

6.2 Feedback. In case the Customer comments on the Services or provides suggestions for improving the Services, Customer agrees that all such comments, suggestions and ideas thereof will be fully assigned to Nosto and hence Nosto shall own all rights to use and incorporate them into the Services.

7. Fees and Payment Terms

7.1. Fees and Payment. All fees are as set forth in the applicable Order Form and will be paid by Customer within thirty (14) days of invoice, unless otherwise specified in the applicable Order Form. Nosto reserves the right to adjust pricing for any service plan and/or the Services to the then-current list price upon the start of any renewal term.

7.1.1. Additional Usage Charges. In addition to the monthly subscription fee, if Customer uses any Services that are subject to additional usage charges and/or if Customer’s actual usage exceeds Customer’s contracted usage quantity, Customer will be charged additional usage fees (calculated based on any such applicable unit price set forth in the Order Form).

7.1.2. Taxes. Except as expressly set forth in this Agreement, all fees are non-refundable. Customer is responsible for paying all Taxes, and all Taxes are excluded from any fees set forth in the applicable Order Form. Nosto will invoice Customer for Taxes as well as any legally required fees arising from Customer’s use of Services if Nosto believes it has a legal obligation to do so, and Customer will pay such Taxes and fees if invoiced. If Customer is required by Law to withhold any Taxes from Customer’s payment, the fees payable by Customer will be increased as necessary so that after making any required withholdings, Nosto receives and retains (free from any liability for payment of Taxes) an amount equal to the amount it would have received had no such withholdings been made. 

7.1.3. Late payments. Any late payments will be subject to a service charge equal to 1.5% per month of the amount due or the maximum amount allowed by law, whichever is less.

7.1.4. Foreign Transaction Fees. Customer acknowledges that for certain payment methods, the provider/issuer may charge a foreign transaction fee or other charges.

7.1.5. Payment of Outstanding Fees. Upon any termination or expiration of the subscription, Nosto will charge Customer any outstanding fees for Subscription Terms. Customer will always remain responsible for the total fees for the full then-current Subscription Term except for in situations of Customer’s termination for cause as detailed in Section 8.3 (Termination for Cause). 

7.2. Suspension of Service. If Customer’s account is thirty (30) days or more overdue, in addition to any of its other rights or remedies (including but not limited to any termination rights set forth herein), Nosto reserves the right to suspend Customer’s access to the applicable Service (and any related services) without liability to Customer until such amounts are paid in full. Nosto also reserves the right to suspend Customer’s access to the Services, without liability, if Customer’s use of the Services is in violation of the AUP or this Agreement

8. Term and Termination

8.1. Subscription Terms. The initial Subscription Term is set forth in the Order Form (“Initial term”). Subscription Terms will automatically renew for additional, successive twelve month periods (each, a “renewal term”), unless either party gives the other written notice of intent not to renew at least thirty (30) days prior to expiration of Subscription term. Customer’s written termination notice shall be sent to

8.2. Term. This Agreement is effective as of the Effective Date and expires on the date of the last to expire Subscription Term under any Order Form, unless earlier terminated as set forth herein.

8.3. Termination for Cause. Either party may terminate this Agreement (including all related Order Forms) if the other party (a) fails to cure any material breach of this Agreement (including a failure to pay fees) within thirty (30) days after written notice; (b) ceases operation without a successor; or (c) seeks protection under any bankruptcy, receivership, trust deed, creditors’ arrangement, composition, or comparable proceeding, or if any such proceeding is instituted against that party (and not dismissed within sixty (60) days thereafter).

8.4. Effect of Termination. Upon any expiration or termination of this Agreement, Customer will immediately cease any and all use of and access to all Services and delete any and all copies of the Documentation, any Nosto passwords or access codes and any other Nosto Confidential Information in its possession. 

8.5. Survival. The following sections will survive any expiration or termination of this Agreement: 2.7 (General Restrictions), 3.4 (Anonymized Data), 3.6 (Indemnification by Customer), 6 (Ownership), 7.2 (Fees and Payment), 8.3 (Effect of Termination), 8.4 (Survival), 9.2 (Warranty Disclaimer), 12 (Limitation of Liability), 13 (Indemnification), 14 (Confidential Information) and 16 (General Terms).

9. Limited Warranty

9.1. Limited Warranty. Nosto warrants that the Services will operate in substantial conformity with the applicable Documentation. Nosto’s sole liability (and Customer’s sole and exclusive remedy) for any breach of this warranty will be, at no charge to Customer, for Nosto to use best commercially reasonable efforts to correct the reported non-conformity. If Nosto determines such remedy to be impracticable and the non-conformity is material, Customer may terminate the applicable Subscription Term and Customer will receive as its sole remedy a refund of any fees Customer has pre-paid for use of the Services for the terminated portion of the applicable Subscription Term. The limited warranty set forth in this Section 9.1 will not apply if the error was caused by misuse, unauthorized modifications or third-party hardware, software or services.

9.2. Warranty Disclaimer. Except for the limited warranty in Section 9.1, all services are provided “as is”. Neither Nosto nor its suppliers make any other warranties, express or implied, statutory or otherwise, including but not limited to warranties of merchantability, title, fitness for a particular purpose or non-infringement. Nosto does not warrant that customer’s use of the Services will be uninterrupted or error-free, nor does Nosto warrant that it will review the Customer Data for accuracy. Nosto shall not be liable for the results obtained using the Services. Nosto shall not be liable for delays, interruptions, service failures or other problems inherent in use of the internet and electronic communications, third-party platforms, third party apps, or other systems outside the reasonable control of Nosto. Customer may have other statutory rights, but the duration of statutorily required warranties, if any, shall be limited to the shortest period permitted by law.

10. Liability Limitation

The aggregate total liability of Nosto towards you in respect of any cause of action relating to or arising out of the Services is at all times limited to the fees and expenses paid by you to us hereunder during the three (3) months immediately prior to the date on which the cause of loss or damage giving rise to the claim arose. To the fullest extent allowed by applicable law, in no event and under no legal theory (including, without limitation, tort, contract, strict liability, or otherwise) shall Nosto be liable for any loss of production, loss of or corruption to software or data, loss of profits or of contracts, loss of business or of revenues, loss of operation time, loss of goodwill or reputation, LOSSES ARISING OUT OF MATTERS BEYOND NOSTO’S REASONABLE CONTROL, whether caused directly or indirectly, or for any indirect, special, incidental, punitive or consequential loss, damage, cost or expense whatsoever. The aforesaid limitations do not apply to loss or damage arising out of gross negligence or willful misconduct. Some states do not allow the exclusion or limitation of incidental or consequential or certain other damages, so the above limitation and exclusions may not apply to you.

11. Indemnity

You agree to indemnify and hold us (and our subsidiaries, officers, directors, employees or partners) harmless from any claim or demand, including reasonable attorneys’ fees, made by any third party due to or arising out of your breach of this Agreement, your use of the Services (including any actions taken by a third party using your account), or your violation of any law or the rights of a third party. In the event of such a claim, suit, or action (“Claim”), we will attempt to provide notice of the Claim to the contact information we have for your account (provided that failure to deliver such notice shall not eliminate or reduce your indemnification obligations hereunder). 

12. Dispute resolution, Governing law and Arbitration

12.1. In the event a dispute arises between you and us, please email us at, and we will work quickly towards a solution. 

12.2. If we are not able to solve such a dispute amicably in due course, such dispute, controversy or claim arising out of or relating to this Agreement or the breach, termination or invalidity thereof shall be settled by a single arbitrator in accordance with the Arbitration Rules of the Finland Chamber of Commerce. The arbitration shall be held in Helsinki, Finland, and the arbitration proceedings shall be conducted in the English language. The existence and any material relating to arbitration proceedings shall be deemed confidential information. Notwithstanding the above, we may choose to submit any claim for unpaid fees or payments before the court of any competent jurisdiction. This Agreement shall be subject to the laws of Finland, excluding its choice of law provisions.

13. Publicity

Customer consents to Nosto’s use of Customer’s name and logo and general description of Customer’s relationship with Nosto in press releases and other marketing materials and appearances.

14. Miscellaneous

14.1. The failure of either you or us to exercise, in any way, any right herein shall not be deemed a waiver of any further rights hereunder. If any provision of this Agreement is found to be unenforceable or invalid, that provision will be limited or eliminated, to the minimum extent necessary, so that the Agreement shall otherwise remain in full force and effect and enforceable.  You and Nosto agree that this Agreement is the complete and exclusive statement of the mutual understanding between you and Nosto, and that this Agreement supersedes and cancels all previous written and oral agreements, communications and other understandings relating to the subject matter of this Agreement.  You hereby acknowledge and agree that you are not an employee, agent, partner, or joint venture of Nosto, and you do not have any authority of any kind to bind Nosto in any respect whatsoever. 

14.2. Except as expressly set forth in the sections above regarding the arbitration agreement, you and Nosto agree there are no third-party beneficiaries intended under this Agreement.

14.3. You may not assign, delegate or transfer this Agreement or your rights or obligations hereunder, or your accounts, in any way (by operation of law or otherwise) without Nosto’s prior written consent. We may transfer, assign, or delegate this Agreement and our rights and obligations without consent.