1. ACCEPTANCE

These terms and conditions (“Terms of Use”) govern your use of the Service provided by Nosto Solutions Ltd (“Nosto”, “we”, “us”, “our”), a Finnish limited liability company (business identifier 2418911-9) on your online store (“Online Store”). Terms of Use apply to the service made available on www.nosto.com and to any other service via which Nosto is made available or can be used, such as, but not limited to, Nosto control panel and scripts that are installed in your online store logistics (“Nosto Software”). In these Terms of Use a cloud service available at www.nosto.com and Nosto Software are together referred to as the “Service”. Use of the Service is also governed by Nosto’s Privacy Policy (www.nosto.com/privacy-policy/), which is incorporated herein by reference.

This Terms of Use is a legal agreement between Nosto and you (“you” or “customer”). Before accessing or using the Service, including browsing our website, you must agree to this Terms of Use and our Privacy Policy. By accessing or using the Service you acknowledge and agree that you have read, understood, and agree to be bound by this Terms of Use and our Privacy Policy. If you are using the Service on behalf of a company or other legal entity, such entity may have a separate agreement with us, but you are nevertheless individually bound by this Agreement.

Please read this Terms of Use and our Privacy Policy carefully because it governs your use of the Service. We may update and modify this Terms of Use and our Privacy Policy from time to time, and by continuing to use the Service after Nosto posting of a modification at www.nosto.com/terms/, you accept the modification. If you do not agree with this Terms of Use and our Privacy Policy you should immediately discontinue using the Service and you are entitled to terminate these Terms of Use as provided in clause 12.

Additional terms and conditions may apply to certain additional services and features of the Service provided and developed by Nosto or third parties (“Additional Services”). In case the use of the Service includes such Additional Services, regardless of anything to the contrary stated hereunder, they might be exclusively governed by their provider’s standard terms and conditions applicable to such solutions. By accessing or using any Additional Service you acknowledge and agree that you have read, understood, and agree to be bound by such terms and policies applicable to Additional Services. If there is a conflict between these Terms of Use and the terms applicable to certain Additional Services, the latter terms shall control with respect to your use of that Additional Service.

2. THE SERVICE

The Service is a cloud service intended for use in online web shops. The Service collects and analyzes end user’s online behaviour and makes it possible to calculate and automatically represent different types of intelligent product recommendations, create, manage and optimize advertising campaigns on social media channels and other marketing automation functionalities. You can find a more comprehensive description of the Service and its features at www.nosto.com, as amended from time to time.

The Service is designed to help the customer increase their sales but the Customer remains responsible for how the Service is used and for achieving the intended goals and results. It is the responsibility of the customer to ensure that the output and results of the Service meets customer’s expectation and requirements.

Nosto may provide use assistance to the customer upon request. If required, the customer must allow Nosto access to the necessary information and facilities, and, to the best of its ability, also otherwise contribute to the delivery of the Service. If requested by the customer, Nosto officials can modify customer’s recommendation templates, marketing campaigns, Customer online store and other settings based on mutually agreed instructions.

Unless otherwise agreed in writing, you may use the Service solely in connection with, and for the purposes of your Online Store. You may represent and allow access to the displays generated with Service on your Online Store only. Creating hyperlinks to the displays generated with Service from a website other than your Online Store’s web site is specifically prohibited. Any modifications to Nosto scripts, plugins or other parts of Service in an attempt to misuse or abuse the Service and/or bypass the obligation to pay Nosto fees for services rendered is strictly forbidden.

Nosto is a constantly developing the Service. Therefore, we may amend the features of the Service by removing, modifying or adding existing and new features without giving you a notice. We will, however, endeavour to inform you of material changes in the Service by posting a notice at www.nosto.com. If you are unhappy with the changes in the Service, you can at any time cease to use the Service, and/or terminate these Terms of Use by emailing us a written notice of termination, as explained below.

3. REGISTRATION

The use of the Service requires registration on www.nosto.com or via platform plugins and installation of a javascript plugin on your Online Store logistics. Please follow the instructions given at www.nosto.com.

4. YOUR ONLINE STORE

You are solely responsible for your Online Store and your conduct and any data, text, links, information, image and/or any other material (“Content”) that you choose to display through the Service on your Online Store.

You may not use the Service for any illegal or unauthorized purpose. You agree to comply with all applicable laws regarding your Online Store, in particular all applicable laws and regulations regarding data privacy and handling of personal data. You are responsible, where required, for informing your Online Store end users of our activities and obtaining your Online Store end users’ consent to us for storing and handling the personal data collected on your Online Store in accordance with this Terms of Use and our Privacy Policy and, where applicable, for sending marketing messages to your Online Store end users.

We may, but have no obligation to, suspend or terminate your use of the Service if we determined in our sole discretion that the Content or your Online Store is unlawful, offensive, threatening, libellous, defamatory, obscene or otherwise objectionable or violates these Terms of Use.

5. FEES

Using the Service and Additional Services is subject to the fees set out in our price list current at the time, available at www.nosto.com. We may change the price list from time to time. The available payment methods are described at www.nosto.com.

6. RIGHT TO USE AND PROPRIETARY RIGHTS

Subject to Nosto’s confirmation of your registration, Nosto grants you a non-exclusive, non- transferable limited right to access and use the Service and Nosto Software, against due

payment of the agreed fees, in accordance with these Terms of Use and the terms applicable to Additional Services.

Customer shall not i) attempt to copy, modify, duplicate, create derivative works from, frame, mirror, republish, download, display, transmit, or distribute all or any portion of the Service or Nosto Software in any form or media or by any means; ii) attempt to circumvent or modify the Service in order to avoid the obligations set forth in section 5; iii) use the Service for unlawful purposes or against the terms and policies applicable to any social media channels (for example such as Facebook) in which the advertising campaigns are conducted; iv) access all or any part of the Service in order to build a product or service which competes with the Service; v) attempt to obtain, or assist third parties in obtaining, unauthorised access to the Service; vi) license, sell, rent, lease, transfer, assign, distribute, display, disclose or otherwise make the Service available to any unauthorised third party; or vii) reverse engineer, decompile, decode, decrypt, disassemble, or attempt to derive any source code from the Service (except and only to the extent any foregoing restriction is prohibited by applicable law).

The customer agrees and acknowledges that the title and all intellectual property rights in and to the Service and any data, documentation, images related thereto are owned and remain vested in Nosto or a third party (such as Nosto’s licensor). No intellectual property rights shall be transferred pursuant these Terms of Use.

In case the customer comments the Service or provides suggestions for improving the Service, the 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 Service.

7. INFORMATION THAT WE COLLECT; PRIVACY

When you use the Service, our servers (which may be hosted by a third party service provider) collect information automatically from your Online Store.

We will act as the data controller with respect of the personal data we may have collected from you during registration or provision of support services, if any. To the extent we collect any personal data of end users of your Online Store, we will act as your data processor in respect of such personal data. You may send us the following personal data only: first name, last name, email address, phone number, zip code, country code and the reference number of your Online Store’s end user. We will collect the personal data sent by you and the information seen when the Online Store’s end user uses your Online Store and connects to our servers, including but not limited to: online store browsing and purchasing activities (such as browsed products and pages visited), IP-address and browser-agent. Sending or storing any other personal data in the Service is strictly forbidden. By using the Service, you represent and warrant that you have informed and obtained necessary consents from the end user of your Online Store needed for the processing of their personal data. For more information on our data collection practices of the end users of your Online Store, please review our data processing policy (“Data Processing Policy”) at my.nosto.com. We may update the Data Processing Policy from time to time, and by continuing to use the Service after Nosto posting of a modification at my.nosto.com, you accept the modification.

We may use the information collected and created through the Service for our own business purposes provided, however that such information is made anonymous in a manner that the information is not identifiable to any individual person or to your Online Store.

We store and process the information we have collected on computers/servers located in the USA or EU/EEA or in such countries which the Commission of European Union has determined to ensure adequate protection of personal data. We will not move personal data from these countries without notifying you, unless required to comply with the law or requests of governmental entities. Should we transfer personal data to our third party service providers located in the USA we transfer personal data to them based on the Data Processing Agreements which incorporate the Standard Contractual Clauses 2010/87/EU or by abiding to the EU-USA Privacy Shield. By accepting these Terms of Use and our Privacy Policy, you authorize Nosto to enter into the required Data Processing Agreement(s), including where applicable the EU Standard Contractual Clauses, with its sub-contractors on your behalf. We have implemented technical and organisational precautions to protect the security and integrity of personal data processed by us. By using the Service, you give us the consent to store, process and transfer your information (including your Online Store end users’ personal information, if any) outside of your country of residence within the countries referred to above. If you object to such information (if any) being transferred or used in this way please do not use the Service.

You may request us to remove the personal data processed by us. We remove the requested personal data within reasonable time from the request unless we have statutory obligation to store such data.

Functionality of an online store always requires cookies, if not for other purpose, but at least for shopping cart functionality. The Service should not be confused with other online store functions or cookies, as the Service is technically separate service and is not involved with the online store’s core functionality, e.g. orders, payments, deliveries. However, we use and send cookies to the browser of your Online Store visitors, with the following functions: (i) visit in store and (ii) visit history (cart restore and product browsing information). Your visitors can prevent the use of cookies, but then all features of the Service, or your Online Store cannot be used.

8. LIMITED WARRANTY

We, our officers, directors, employees and our suppliers provide the Service on reasonable effort basis. While we endeavour to ensure that the Service is available at all times, we make no warranty that the Service will meet your requirements, or that the Service will be uninterrupted, timely, secure or error-free, nor do we make any warranty as to the results that may be obtained from the Service or as to the accuracy or reliability of any information obtained through the Service. We warrant that in the event that the Service is not available or that there are errors in its operation we will use every reasonable effort to remedy the event. This is your sole remedy in the event of interruption or errors in the Service.

THERE ARE NO OTHER WARRANTIES THAN WHAT IS EXPRESSLY STATED IN THIS SECTION AND WE DO NOT MAKE ANY OTHER WARRANTIES, WHETHER EXPRESS, IMPLIED OR STATUTORY (INCLUDING BUT NOT LIMITED TO FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT) REGARDING THE USE OR THE RESULTS OF THE USE OF THE SERVICE, TO THE GREATEST EXTENT PERMITTED BY LAW.

The customer acknowledges that the use of the Service might be dependent on social media channel (for example such as Facebook) in which customer’s advertising campaigns are carried out and that the actions of the customer and third party data providers may also affect the use of the Service. Nosto does not accept any liability for the operation and function of any third party products and services or actions or omissions of any third party including but not limited to the third party data providers, customer or social media channel or any third parties who operate in such a social media channel in which customer’s advertising campaigns are carried out. Furthermore, Nosto does not accept any liability for the use of the Service contrary to the Facebook or other social media channel terms and policies.

9. LIABILITY LIMITATION

The aggregate total liability of Nosto towards you in respect of any cause of action relating to or arising out of the Service is at all times limited to the fees and expenses paid by you to us hereunder during the three (3) months immediately before the date on which the cause of loss or damage giving rise to the claim arose.

In no event 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, whether caused directly or indirectly, or for any indirect, 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 intentional misconduct.

10. 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 these Terms of Use or the documents it incorporates by reference, or your violation of any law or the rights of a third party.

11. DISPUTE RESOLUTION AND GOVERNING LAW

Our goal is to make you happy by providing the Service for improving your online sales. In the event a dispute arises between you and us, please email us at support@nosto.com, and we will work quickly towards a solution. Should we are not be able to solve such a dispute amicably in due course, such dispute, controversy or claim arising out of or relating to these Terms of Use 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. These Terms of Use shall be subject to the laws of Finland, excluding its choice of law provisions.

12. TERMINATION

You can terminate these Terms of Use at any time by 14 day prior notice by sending an email to support@nosto.com. We can terminate these Terms of Use at any time by 30 day notice by sending an email to the email address you have given upon registration. Upon termination your right to use the Service ceases and we will remove your account. We will not return the information we have collected and we may continue to use it in accordance with these Terms of Use.

We can terminate these Terms of Use and/or suspend your use of the Service if your payment is delayed or refused by your credit card company.

 

To view the Price List and Payment Terms, please click here.

To see the previous (valid until the 28th of June, 2017) Terms of Service, click here.