These Subscription Software Terms (these “Subscription Software Terms”) are incorporated into, and form an integral part of, the NUTS Terms of Service "https://www.nutstechnologies.com/terms-of-service". Unless otherwise defined herein, capitalized terms shall have the meaning ascribed them in the Terms of Service. Any breach of the terms below will be deemed a material breach of the Terms.
1. NUTS may make the Software available to you on a paid subscription basis in accordance with these Subscription Software Terms and the other applicable provisions of the Terms (each, a “Subscription”). In order to purchase a Subscription for the Software, you will be required to set up an Account and provide valid Account Credentials and payment information as further described in the Terms. All access to and use of the Software as part of any Subscription is subject to these Subscription Software Terms and the use restrictions and other applicable provisions of the Terms (including, but not limited to, the Acceptable Use Policy).
2. Each Subscription constitutes a pre-paid contract commitment for a specific length of time specified at the time of purchase (the “Subscription Term”). Subscriptions are typically offered on a monthly basis, but NUTS may occasionally offer Subscriptions for different periods of time. Each Subscription Term begins on the date of purchase. Your access to the Software features and functions included in your Subscription will begin at the start of the Subscription Term and will end on the last day of the Subscription Term (unless your Subscription is renewed as provided in Section 3 below).
3. Following your initial Subscription Term, your Subscription will automatically renew for successive, additional Subscription Terms of the same length. By purchasing a Subscription, you authorize NUTS to automatically charge the payment method associated with your Account at the beginning of the next Subscription Term at the full Subscription price in effect at the time of renewal (plus any applicable taxes), without any additional action by you. Any promotions or discounts applied to the purchase of your initial Subscription Term or which may be advertised at the time of renewal are not applicable to automatic renewals. In order to stop automatic renewal of your Subscription, you must cancel your Subscription through your Account at least 24 hours prior to the end of your current Subscription Term. If you submit your cancellation request less than 24 hours before the end of your current Subscription Term, your Subscription will automatically renew for the next Subscription Term and the cancellation will not take effect until the end of that renewed Subscription Term. No credits or refund of any pre-paid Subscription Fees (as defined below) will be issued for any early cancellation, unless otherwise expressly authorized by NUTS.
4. By purchasing a Subscription for the Software, you agree to pay the full amount of the Subscription fees specified at the time of purchase (“Subscription Fees”). Unless otherwise indicated, Subscription Fees are charged to you on the first day of your Subscription Term and immediately upon any renewal thereof. Subscription Fees may be paid by credit card or other payment method accepted by NUTS. By submitting your credit card or other payment method to NUTS, you expressly authorize NUTS, or a third-party payment processor on our behalf, to charge the credit card or other payment method that you have provided and to collect the full amount specified for the Subscription you purchase, including any applicable taxes and related charges, and to otherwise store and process your credit card or other payment information for purposes of collecting future payments. All purchases are non-refundable and non-cancellable except as expressly indicated or authorized by NUTS.
5. All Subscription Fees are exclusive of any applicable sales, use, value-added, and other taxes, duties, and similar governmental charges arising out of your access to and use of the Software (if any). Except for any taxes based on NUTS’ net income, you will be solely responsible for paying any and all such taxes imposed upon you or NUTS relating to your purchase of any Subscription. NUTS may calculate applicable taxes payable by you (if any) based on the billing information that you have provided at the time of purchase.
6. The processing of your payments will be subject to the terms, conditions, and privacy policies of our third-party payment processor. You agree that NUTS will not be responsible for any errors by our third-party payment processor or for any failures of the third-party payment processor to adequately protect your payment information, including any unauthorized charges or other breach of your financial information and/or security. You acknowledge that NUTS may change the third-party payment processor at any time, with or without notice to you, and move your information to other service providers that encrypt your information using secure socket layer technology (SSL) or other comparable security.
7. If we or our third-party payment processor cannot charge your credit card or other payment method for any reason (such as expiration or insufficient funds), and you have not cancelled your Subscription, you will remain responsible for the applicable Subscription Fees and any uncollected amounts, and we will attempt to charge your credit card or other payment method as may be updated by you through your Account or otherwise. Late payments may incur interest at the rate of one-and-a-half percent (1.5%) per month or the maximum amount permitted by law, whichever is less. In addition, if any Subscription Fees remain overdue for 15 or more days, we reserve the right to immediately suspend your access to the Software and/or your Account, with or without notice to you, until all payments have been made in full. Once you have made all payments in full, NUTS will resume the provision of the Software and your Account access, and your then-current subscription Term will be extended by the length of the suspension. This may change the start of your next Subscription Term and may change the date on which you are subsequently billed. Without liming any of the foregoing, NUTS reserves the right to cancel your Subscription and/or terminate your Account if we are unable to successfully charge your credit card or other payment method for any Subscription Fees that remain unpaid 30 or more days after they become due. Any termination or cancellation by NUTS pursuant to the preceding sentence will be treated as a termination by NUTS for your violation of the Terms in accordance with Section 10 below.
8. NUTS may change the Subscription Fees at any time in its sole discretion. NUTS will seek to notify you of any change in your Subscription Fees by sending you a message at the email address associated with your Account and/or by posting a notice on the NUTS website, at least 30 days prior to the price change taking effect. If you do not agree to a price change, you must cancel your Subscription through your Account as described above. If you do not cancel your Subscription, you will be deemed to have agreed to the price change, and you will be charged for the new Subscription Fee pricing upon the next renewal of your Subscription after the pricing change takes effect.
9. Unless otherwise indicated or specified by NUTS, your Subscription includes all Software updates, upgrades, modifications, improvements, and enhancements that we may make generally available for the Software from time to time. Major upgrades and new releases or new versions of the Software (if any) may be subject to additional fees, as specified by NUTS. Notwithstanding the foregoing, you acknowledge and agree that NUTS regularly makes changes to the Software, and we reserve the right to replace, limit, remove, and/or change Software features and/or functions from time to time. Certain feature and/or functions may also be limited or restricted by law or limitations or considerations from third parties. While we anticipate continuing to offer the Software features and functions that are available to you at the time of your Subscription purchase, we expressly reserve the right to change, suspend, or discontinue (temporarily or permanently) some or all of the Software features and/or functions, at any time with or without notice. You acknowledge and agree that we will not be liable to you or any third party for any modification, suspension, or discontinuation of any Software features and/or functions.
10. Without limiting any of NUTS’ termination rights under the Terms, NUTS reserves the right to terminate your Subscription, including your access to the Software and/or your Account, if: (i) we believe in our sole discretion that you have violated the Terms (including these Subscription Software Terms) or any applicable laws or regulations; (ii) we believe in our sole discretion that you are misusing the Software or your Account, or that your access to or use of the Software or your Account may otherwise create risk (including but not limited to legal risk) for any Covered Persons or other users; or (iii) you become insolvent, make a general assignment for the benefit of creditors, or have a voluntary or involuntary bankruptcy proceeding or similar proceeding filed by or against you. If we terminate your Subscription for any of the foregoing reasons, your license to access and use the Software will immediately terminate, and you: (a) must immediately cease all access to and use of the Software and your Account; (b) must, at NUTS’ direction and option, either return or destroy all copies of the Software (including any On Premise Software) in your possession or control; and (c) will not be entitled to receive any credits or refund of any pre-paid Subscription Fees.
11. If NUTS terminates or cancels your Subscription for any reason other than those set forth in Section 10 above, or if you otherwise cancel your Subscription as permitted in Section 3 above, you may retain a single copy of any On Premise Software within your possession or control at the time of such termination or cancellation, solely for your personal use in accordance with the Terms. However, you will lose access to certain Software features and functions that are only included with an active Subscription (including, but not limited to, the Software’s cloud capabilities, the ability to send or receive Content to or from other Users, and the ability to otherwise connect or communicate with other Users through the Software). No credits or refund of any pre-paid Subscription Fees will be issued for any early termination or cancellation, unless otherwise expressly authorized by NUTS.