Terms of Use

Effective Date: August 21, 2024

1. Acceptance of Terms. 
   By accessing and using the website of Nutshell Labs (“we,” “us,” “our”), you agree to comply with and be bound by these Terms of Use. If you do not agree to these terms, you should not use our website.
   
   

2. Use of the Website.

   1. Permitted Use.  You are granted a limited, non-exclusive, non-transferable, revocable license to access and use our website for personal and non-commercial purposes only. You agree not to use the website for any illegal or unauthorized purpose.

   2. Prohibited Activities.  When using our website, you agree not to:

      • Use or access, or attempt to use or access, the website except as provided in these Terms of Use.

      • Use the website to, intentionally or unintentionally, violate any applicable laws or regulations.

      • Interfere with or disrupt the functionality of the website.

      • Attempt to gain unauthorized access to any part of the website, servers, or networks.

      • Use any automated system, including robots, spiders, or scrapers, to access the website.

      • Transmit any harmful or disruptive code, including viruses, malware, or spyware.

      • Download, modify, reproduce, adapt, translate, reverse engineer, disassemble, decompile, create derivative works based upon, publicly display, sell, rent, lease, loan, lend, license, sublicense, transfer or in any way commercially exploit any portion of the website or the Content, except as, and to the extent, expressly permitted under these Terms of Use (if at all).

      • Impersonate any person or entity or misrepresent your affiliation with any person or entity.

      • Collect or store personal data about other Users of the website.

   3. Compliance with Laws.  Use of the website is subject to all applicable laws and regulations. Nothing contained in these Terms of Use shall limit our right to comply with governmental, judicial, and legal requests or requirements relating to your use of the website.
      
      

3. Intellectual Property.

   1. Ownership. 
      All content, materials, and information on the website, including but not limited to text, graphics, trademarks, logos, icons, images, videos, software, computer code, and other elements (collectively, “Content”), and the “look and feel,” layout, design, and arrangement of the Content, are the property of Nutshell Labs or its licensors and are protected by copyright, trademark, and other intellectual property laws. 

   2. Limited License. 
      You may view, download, and print content from the website solely for your own personal and non-commercial use provided that: (a) you do not remove any copyright or proprietary notice from the Content; (b) such Content will not be copied or posted on any networked computer or published in any medium; and (c) no modifications are made to such Content. Any other use, including reproduction, distribution, or creation of derivative works, without our prior written consent, is strictly prohibited. 
      
      

4. User Submissions.

   1. Submitted Information. 
      If you submit any information through forms on our website, you represent and warrant that the information you provide is accurate, complete, and not misleading. You also agree that we may use any information you provide in accordance with our Privacy Policy.

   2. Prohibited Content.
      You agree not to submit any content that is illegal, offensive, defamatory, or that violates the rights of others.

   3. Privacy.
      We believe strongly in the protection of the privacy of users. Data collection and the use of data collected from the website is governed by our Privacy Policy which we encourage you to review.  We may change our Privacy Policy and practices over time.

5. Disclaimer of Warranties. 
   OUR WEBSITE IS PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS. WE MAKE NO WARRANTIES OF ANY KIND, EXPRESS OR IMPLIED, REGARDING THE WEBSITE’S OPERATION, AVAILABILITY OR THE INFORMATION, CONTENT, PLATFORMS, SERVICES OR MATERIALS INCLUDED ON THIS WEBSITE, INCLUDING ANY REPRESENTATIONS OR WARRANTIES THAT THE WEBSITE OR THE INFORMATION, CONTENTS, PLATFORMS, SERVICES OR MATERIAL THEREON WILL BE ACCURATE, COMPLETE, TIMELY, OR ERROR-FREE. TO THE FULLEST EXTENT PERMITTED BY LAW, WE DISCLAIM ALL WARRANTIES, INCLUDING IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT. THIS DISCLAIMER CONSTITUTES AN ESSENTIAL PART OF THESE TERMS OF USE. SOME STATES DO NOT ALLOW SUCH LIMITATIONS, SO THE FOREGOING LIMITATIONS MAY NOT APPLY TO YOU.
   
   

6. Limitation of Liability. 
   TO THE MAXIMUM EXTENT PERMITTED BY LAW, UNDER NO CIRCUMSTANCES WHATSOEVER AND UNDER NO LEGAL OR EQUITABLE THEORY, WHETHER IN TORT, CONTRACT, STRICT LIABILITY OR OTHERWISE, SHALL NUTSHELL LABS OR ANY OF ITS EMPLOYEES, DIRECTORS, MANAGERS, OFFICERS, AGENTS, VENDORS OR SUPPLIERS BE LIABLE TO YOU OR TO ANY OTHER PERSON FOR ANY INDIRECT, SPECIAL, INCIDENTAL OR CONSEQUENTIAL LOSSES OR PUNITIVE OR EXEMPLARY DAMAGES OF ANY NATURE ARISING OUT OF OR IN CONNECTION WITH THE USE OF OR INABILITY TO USE THIS WEBSITE AND ITS CONTENTS, INCLUDING, WITHOUT LIMITATION, DAMAGES FOR LOST PROFITS, LOSS OF GOODWILL, LOSS OF DATA, WORK STOPPAGE, ACCURACY OF RESULTS, HARDWARE, SYSTEM, NETWORK OR COMPUTER FAILURE OR MALFUNCTION, EVEN IF NUTSHELL LABS HAS BEEN ADVISED OF OR SHOULD HAVE KNOWN OF THE POSSIBILITY OF SUCH DAMAGES. YOUR SOLE AND EXCLUSIVE REMEDY IS TO DISCONTINUE USING THIS WEBSITE.
   
   

7. Indemnification. 
   You agree to indemnify, defend, and hold harmless Nutshell Labs, its affiliates, and their respective members, managers, officers, directors, employees, and agents (“Indemnified Parties”) from and against any and all claims, liabilities, damages, losses, fees and expenses, including reasonable attorneys’ fees, that result from any claim or allegation (“Claim”) arising out of or related to: (a) your access to or use of the website or its Content, (b) your violation or alleged violation of applicable laws, (c) your negligence or willful misconduct in connection with your use of the website or its Content, or (d) your breach or alleged breach of any provision of these Terms of Use.  Nutshell Labs will use reasonable efforts to provide you with notice of any such Claim.  Nutshell Labs will have the right to participate in the defense of any such Claim at its expense, and you will not enter into any settlement that admits any liability on behalf of any Indemnified Parties without the prior written consent of the applicable Indemnified Parties.
   
   

8. Third-Party Links.
   References on this website to any names, marks, products or services of third parties or hypertext links to third-party websites or information are provided solely as a convenience to you. We do not endorse, recommend or control these websites, and we are not responsible for their information, product, service, content or practices. If you use those websites, you will leave this website. Your use of third-party websites is at your own risk and subject to their respective terms and policies.

9. International Users.
   This website is controlled, operated and administered by Nutshell Labs from its offices within the United States. Nutshell Labs makes no representation that materials at this website are appropriate or available for use at other locations outside of the United States and access to such materials from territories where their Content is illegal is prohibited. You may not use the website or export the Content of the we bite in violation of U.S. export laws and regulations. If you access this website from a location outside of the United States, you are responsible for compliance with all local laws, rules and regulations.
   
   

10. Termination and Suspension.
    These Terms of Use will remain in effect until terminated by either you or Nutshell Labs. You may terminate these Terms of Use at any time by ceasing to access the website. You acknowledge and agree that Nutshell Labs may terminate your access to all or any part of the website, with or without notice, for any or no reason, in its sole discretion, without liability of any kind.  Nutshell Labs may also, in its sole discretion and at any time, discontinue providing the website, or any part thereof, with or without notice, without liability of any kind.  Upon termination or expiration of these Terms of Use for any reason: (a) all rights granted to you under these Terms of Use will terminate; and (b) you will immediately cease all use of and access to the website.  Any section of these Terms of Use which, by its nature, should survive the termination of these Terms of Use shall so survive. Without limiting Nutshell Labs’ right to terminate these Terms of Use, Nutshell Labs may also suspend your access to the website or any Content, with or without notice to you, upon any actual, threatened, or suspected breach of these Terms of Use or applicable law or upon any other conduct deemed by Nutshell Labs in its sole discretion, to be inappropriate or detrimental to Nutshell Labs or any third party.

    
    

11. Entire Agreement, Severability, Waiver. 
    These Terms of Use constitute the entire agreement between Nutshell Labs and you with respect to your use of this website. If for any reason a court of competent jurisdiction finds any provision of these Terms of Use to be unenforceable, that provision shall be enforced to the maximum extent permissible so as to effect the intent of these Terms of Use, and the remainder of these Terms of Use shall continue in full force and effect. Any waiver by either party of a breach of any provision of these Terms of Use will not operate as or be construed to be a waiver of any other breach of such provision or of any breach of any other provision of these Terms of Use.

12. Modifications to the Terms. 
    We reserve the right, in our sole discretion, to update or modify these Terms of Use at any time, in whole or in part. Any changes will be effective immediately upon posting on the website, which constitutes notifying you of such changes. Your continued use of the website after the changes are posted will constitute your acceptance of the revised terms.
    
    

13. Governing Law. 
    These Terms of Use and any disputes arising out of or related to your use of the website shall be governed by and construed in accordance with the laws of Delaware, without regard to its conflict of laws principles.
    
    

14. Equitable Relief. 
    You acknowledge that any breach or threatened breach of these Terms of Use by you may result in irreparable harm for which damages would not be an adequate remedy, and, therefore, in addition to its rights and remedies otherwise available at law, Nutshell Labs will be entitled to seek immediate equitable relief, including injunctive relief, as appropriate. Nutshell Labs will be entitled to the relief described in this section without the requirement of posting a bond. If Nutshell Labs seeks any equitable remedies, it will not be precluded or prevented from seeking remedies at law, nor will it be deemed to have made an election of remedies.
    
    

15. Contact Information.

    1. Nutshell Labs Contact Information.
       If you have any questions or concerns about these Terms of Use, you can contact Nutshell Labs as follows: send an e-mail to us at info@nutshelllabs.io. Nutshell Labs is located at the following address:

       
       

       Nutshell Labs, Inc.

       721 23rd Street

       Santa Monica, CA 90402
       
       

    2. Disclosures. 
       If you are a California resident, you may report complaints to the Complaint Assistance Unit of the Division of Consumer Product of the California Department of Consumer Affairs by contacting them in writing at 1625 North Market Blvd., Suite N 112, Sacramento, CA 95834, or by telephone at (800) 952-5210.
       By adhering to these Terms of Use, both Nutshell Labs and its users can ensure a safe and productive environment. This document should be reviewed periodically and updated as necessary to reflect any changes in the website’s functionality or legal requirements.