Terms of Service

When you use our Services, you provide us with things like your files, content, messages, contacts, and so on (“Your Things”). Your Things are yours. These Terms don’t give us any rights to Your Things except for the limited rights that enable us to offer the Services.

We need your permission to do things like hosting Your Things, backing it up, and sharing it when you ask us to. Our Services also provide you with features like commenting, sharing, searching, image thumbnails, document previews, optical character recognition (OCR), easy sorting and organization, and personalization to help reduce busywork. To provide these and other features, nuutok accesses, stores, and scans Your Things. You give us permission to do those things, and this permission extends to our affiliates and trusted third parties we work with.

Your use of our Services must comply with our Acceptable Use Policy. Content in the Services may be protected by others’ intellectual property rights. Please don’t copy, upload, download, or share content unless you have the right to do so.

nuutok may review your conduct and content for compliance with these Terms and our Acceptable Use Policy. We aren’t responsible for the content people post and share via the Services.

Help us keep Your Things protected. Safeguard your password to the Services, and keep your account information current. Don’t share your account credentials or give others access to your account.

You may use our Services only as permitted by applicable law, including export control laws and regulations. Finally, to use our Services, you must be at least 13 (or older, depending on where you live).

Some of our Services allow you to download client software (“Software”) which may update automatically. So long as you comply with these Terms, we give you a limited, nonexclusive, non-transferable, revocable license to use the Software, solely to access the Services. To the extent any component of the Software may be offered under an open source license, we’ll make that license available to you and the provisions of that license may expressly override some of these Terms. Unless the following restrictions are prohibited by law, you agree not to reverse engineer or decompile the Services, attempt to do so, or assist anyone in doing so.

We sometimes release products and features that we’re still testing and evaluating (“Beta Services”). Beta Services are labeled “alpha,” “beta,” “preview,” “early access,” or “evaluation” (or with words or phrases with similar meanings) and may not be as reliable as nuutok’s other services. Beta Services are made available so that we can collect user feedback, and by using our Beta Services, you agree that we may contact you to collect such feedback.

Beta Services are confidential until official launch. If you use any Beta Services, you agree not to disclose any information about those Services to anyone else without our permission.

The Services are protected by copyright, trademark, and other Canadian and foreign laws. These Terms don’t grant you any right, title, or interest in the Services, others’ content in the Services, nuutok trademarks, logos and other brand features. We welcome feedback, but note that we may use comments or suggestions without any obligation to you.

We respect the intellectual property of others and ask that you do too. We respond to notices of alleged copyright infringement if they comply with the law, and such notices should be reported using our Copyright Policy. We reserve the right to delete or disable content alleged to be infringing and terminate accounts of repeat infringers. Our designated agent for notice of alleged copyright infringement on the Services is:

Billing

You can increase your storage space and add paid features to your account (turning your account into a “Paid Account”). We’ll automatically bill you from the date you convert to a Paid Account and on each periodic renewal until cancellation. If you’re on an annual plan, we’ll send you a notice email reminding you that your plan is about to renew within a reasonable period of time prior to the renewal date. You’re responsible for all applicable taxes, and we’ll charge tax when required to do so. Some countries have mandatory local laws regarding your cancellation rights, and this paragraph doesn’t override these laws.

No Refunds

You may cancel your nuutok Paid Account at any time. Refunds are only issued if required by law. For example, users living in the European Union have the right to cancel their Paid Account subscriptions within 14 days of signing up for, upgrading to, or renewing a Paid Account.

Downgrades

Your Paid Account will remain in effect until it's cancelled or terminated under these Terms. If you don’t pay for your Paid Account on time, we reserve the right to suspend it or remove Paid Account features.

Changes

We may change the fees in effect but will give you advance notice of these changes via a message to the email address associated with your account.

Email address

If you sign up for a nuutok account with an email address provisioned by your organization, your organization may be able to block your use of nuutok until you associate your nuutok account with a personal email address.

Using nuutok

If you join a nuutok Team, you must use it in compliance with your organization’s terms and policies. Please note that nuutok Team accounts are subject to your organization's control. Your administrators may be able to access, disclose, restrict, or remove information in or from your nuutok Team account. They may also be able to restrict or terminate your access to a nuutok Team account. If you convert an existing nuutok account into part of a nuutok Team, your administrators may prevent you from later disassociating your account from the nuutok Team.

You’re free to stop using our Services at any time. We reserve the right to suspend or terminate your access to the Services with notice to you if:

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  (a) you’re in breach of these Terms,

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  (b) your use of the Services would cause a real risk of harm or loss to us or other users, or

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  (c) you don’t have a Paid Account and haven't accessed our Services for 12 consecutive months.

We’ll provide you with reasonable advance notice via the email address associated with your account to remedy the activity that prompted us to contact you and give you the opportunity to export Your Things from our Services. If after such notice you fail to take the steps we ask of you, we’ll terminate or suspend your access to the Services.

We won’t provide notice before termination where:

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  (a) you’re in material breach of these Terms,

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  (b) doing so would cause us legal liability or compromise our ability to provide the Services to our other users, or

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  (c) we're prohibited from doing so by law.

We may decide to discontinue the Services in response to unforeseen circumstances beyond nuutok’s control or to comply with a legal requirement. If we do so, we’ll give you reasonable prior notice so that you can export Your Things from our systems. If we discontinue the Services in this way before the end of any fixed or minimum term you have paid us for, we’ll refund the portion of the fees you have pre-paid but haven't received Services for.

We strive to provide great Services, but there are certain things that we can't guarantee. TO THE FULLEST EXTENT PERMITTED BY LAW, NUUTOK AND ITS AFFILIATES, SUPPLIERS AND DISTRIBUTORS MAKE NO WARRANTIES, EITHER EXPRESS OR IMPLIED, ABOUT THE SERVICES. THE SERVICES ARE PROVIDED "AS IS." WE ALSO DISCLAIM ANY WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT. Some places don’t allow the disclaimers in this paragraph, so they may not apply to you.

WE DON’T EXCLUDE OR LIMIT OUR LIABILITY TO YOU WHERE IT WOULD BE ILLEGAL TO DO SO—THIS INCLUDES ANY LIABILITY FOR NUUTOK’S OR ITS AFFILIATES’ FRAUD OR FRAUDULENT MISREPRESENTATION IN PROVIDING THE SERVICES. IN COUNTRIES WHERE THE FOLLOWING TYPES OF EXCLUSIONS AREN’T ALLOWED, WE'RE RESPONSIBLE TO YOU ONLY FOR LOSSES AND DAMAGES THAT ARE A REASONABLY FORESEEABLE RESULT OF OUR FAILURE TO USE REASONABLE CARE AND SKILL OR OUR BREACH OF OUR CONTRACT WITH YOU. THIS PARAGRAPH DOESN’T AFFECT CONSUMER RIGHTS THAT CAN'T BE WAIVED OR LIMITED BY ANY CONTRACT OR AGREEMENT.

IN COUNTRIES WHERE EXCLUSIONS OR LIMITATIONS OF LIABILITY ARE ALLOWED, NUUTOK, ITS AFFILIATES, SUPPLIERS OR DISTRIBUTORS WON’T BE LIABLE FOR:
i. ANY INDIRECT, SPECIAL, INCIDENTAL, PUNITIVE, EXEMPLARY, OR CONSEQUENTIAL DAMAGES, OR
ii. ANY LOSS OF USE, DATA, BUSINESS, OR PROFITS, REGARDLESS OF LEGAL THEORY.

THESE EXCLUSIONS OR LIMITATIONS WILL APPLY REGARDLESS OF WHETHER OR NOT NUUTOK OR ANY OF ITS AFFILIATES HAS BEEN WARNED OF THE POSSIBILITY OF SUCH DAMAGES.

IF YOU USE THE SERVICES FOR ANY COMMERCIAL, BUSINESS, OR RE-SALE PURPOSE, NUUTOK, ITS AFFILIATES, SUPPLIERS OR DISTRIBUTORS WILL HAVE NO LIABILITY TO YOU FOR ANY LOSS OF PROFIT, LOSS OF BUSINESS, BUSINESS INTERRUPTION, OR LOSS OF BUSINESS OPPORTUNITY. NUUTOK AND ITS AFFILIATES AREN’T RESPONSIBLE FOR THE CONDUCT, WHETHER ONLINE OR OFFLINE, OF ANY USER OF THE SERVICES.

OTHER THAN FOR THE TYPES OF LIABILITY WE CANNOT LIMIT BY LAW (AS DESCRIBED IN THIS SECTION), WE LIMIT OUR LIABILITY TO YOU TO THE GREATER OF $20 CAD OR 100% OF ANY AMOUNT YOU'VE PAID UNDER YOUR CURRENT SERVICE PLAN WITH NUUTOK.

Let’s Try to Sort Things Out First. We want to address your concerns without needing a formal legal case. Before filing a claim against nuutok, you agree to try to resolve the dispute informally by contacting dispute-notice@nuutok.com. We’ll try to resolve the dispute informally by contacting you via email. If a dispute is not resolved within 15 days of submission, you or nuutok may bring a formal proceeding.

Judicial Forum for Disputes. You and nuutok agree that any judicial proceeding to resolve claims relating to these Terms or the Services will be brought in the federal or provincial courts of the Province of Québec, Canada, subject to the mandatory arbitration provisions below. Both you and nuutok consent to venue and personal jurisdiction in such courts. If you reside in a country (for example, a member state of the European Union) with laws that give consumers the right to bring disputes in their local courts, this paragraph doesn’t affect those requirements.

These Terms will be governed by Province of Québec law except for its conflicts of laws principles. However, some countries (including those in the European Union) have laws that require agreements to be governed by the local laws of the consumer's country. This paragraph doesn’t override those laws.

These Terms constitute the entire agreement between you and nuutok with respect to the subject matter of these Terms, and supersede and replace any other prior or contemporaneous agreements, or terms and conditions applicable to the subject matter of these Terms. These Terms create no third party beneficiary rights.

nuutok’s failure to enforce a provision is not a waiver of its right to do so later. If a provision is found unenforceable, the remaining provisions of the Terms will remain in full effect and an enforceable term will be substituted reflecting our intent as closely as possible. You may not assign any of your rights under these Terms, and any such attempt will be void. nuutok may assign its rights to any of its affiliates or subsidiaries, or to any successor in interest of any business associated with the Services.

We may revise these Terms from time to time to better reflect:

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  (a) changes to the law,

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  (b) new regulatory requirements, or

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  (c) improvements or enhancements made to our Services.

If an update affects your use of the Services or your legal rights as a user of our Services, we’ll notify you prior to the update's effective date by sending an email to the email address associated with your account or via an in-product notification. These updated terms will be effective no less than 30 days from when we notify you.

If you don’t agree to the updates we make, please cancel your account before they become effective. Where applicable, we’ll offer you a prorated refund based on the amounts you have prepaid for Services and your account cancellation date. By continuing to use or access the Services after the updates come into effect, you agree to be bound by the revised Terms.