Terms of Service

1. Acceptance of the Terms

By accessing or using the Nodium website, applications, analytics script and related services (collectively, the "Service"), you agree to be bound by these Terms. If you use the Service on behalf of a business or other entity, you represent that you have the authority to bind that entity, and "you" refers to that entity. If you do not agree to these Terms, you may not access or use the Service.

The Privacy Policy, the Acceptable Use Policy and, with respect to your visitors' personal data, the Data Processing Addendum (the "DPA") are incorporated into these Terms by reference.

2. The Service

2.1 Description. The Service counts visits to the websites you add to it with an analytics script, counts how visitors use the forms already on those websites (which fields they reach and whether the form was sent, never what anyone types into them), writes notes about what it counted, checks your websites' pages each week, and emails you a weekly report. The Service provides no forms for your websites, and does not receive or store what anyone enters into yours. Nodium is operated by Zachary Johnson, an individual doing business as Nodium, Kentucky, USA. In these Terms, "Nodium", "we", "us" and "our" refer to that operator. "Visitors" are people who visit your websites.

2.2 Accounts. You sign in to the Service with a link sent to your email address. You are responsible for maintaining the security of that email account and for all activity that occurs under your account.

2.3 Eligibility. You must be at least 18 years old, and of legal age to form a binding contract in your jurisdiction, to use the Service.

3. Trial, Plans, Fees and Payment

3.1 Trial. Your account starts with a 30-day trial of the whole Service, for every website you add, without a payment card. We will notify you before it ends.

3.2 Plans. After the trial, your account is billed on one of the plans stated on the pricing page, monthly or yearly, at the price stated there. Every plan includes the whole Service; plans differ only in the number of websites they cover and the number of pageviews a month they include, shared by those websites. Pageviews above a plan's number are never charged. We will notify you by email when your websites reach 80% and 100% of it, and if they exceed it for two calendar months in a row we may ask you to move to a plan that covers them.

3.3 Reseller. Plans are sold by Paddle.com Market Ltd ("Paddle"), our reseller and merchant of record. Your purchase is made from Paddle and is subject to Paddle's buyer terms. Paddle processes the payment, issues invoices and receipts, and handles applicable taxes.

3.4 Renewal, changes and cancellation. A plan renews automatically at the end of each monthly or yearly billing period until it is cancelled. You may change plans, or cancel, at any time in Settings; before a change takes effect the Service shows what Paddle will charge or credit. A cancelled plan remains active until the end of the period you paid for.

3.5 When a plan or trial ends. When a trial ends without a plan, the Service stops counting. When a paid plan ends, the Service continues to count visits to your websites for 30 days, and then stops. Either way you may read and export everything it has collected, but not change your websites' settings. Nothing already collected is deleted as a result; it remains subject to the retention periods in the Privacy Policy until you delete it.

3.6 Refunds. You may request a full refund of any payment within 14 days of the date it was made, as set out in our Refund Policy. Payments older than 14 days are not refunded, except where required by law or provided for in Paddle's buyer terms. Refunds are made by Paddle as merchant of record.

3.7 Price changes. We will notify paying customers of any price change at least 30 days before it applies to them.

4. Your Content

4.1 Ownership. As between you and Nodium, you retain all right, title and interest in the data the Service collects for your websites, and in anything you add to the Service, such as notes and imported history ("Your Content").

4.2 License to Nodium. You grant Nodium a limited, non-exclusive, worldwide, royalty-free license to host, store, copy, transmit and display Your Content solely as necessary to provide the Service to you.

4.3 Export and deletion. You may export or delete Your Content at any time.

4.4 Nodium's property. Nodium and its licensors retain all rights in the Service, including its software, design and trademarks. No rights are granted to you other than those expressly set out in these Terms.

5. Your Responsibilities

5.1 Roles. With respect to your visitors' personal data, you are the controller and we are your processor, as further described in the DPA. You are solely responsible for your websites, the forms on them and your use of that data.

5.2 Representations. You represent and warrant that:

1. you own or control each website you add to the Service, and install the analytics script only there;
2. your website's privacy notice tells visitors that you use Nodium, and you have a lawful basis, and any consent your law requires, for the Service's processing of your visitors' data. Nodium is designed to collect as little as it can, but that design does not replace your own legal obligations; and
3. your use of the Service complies with the Acceptable Use Policy.

6. Service Availability

We use reasonable efforts to keep the Service available, and the status page reports its current state. We do not guarantee that the Service will be uninterrupted or free of errors. We may pause counting or site checks for short periods to perform maintenance; data already collected is retained.

7. Term and Termination

7.1 By you. You may terminate these Terms at any time by deleting your account in Settings, upon which everything in it is deleted (copies in the nightly backups go within 30 days). You may delete any one website in its settings.

7.2 By Nodium. If a website you use the Service on violates the Acceptable Use Policy, we will tell you why and ask you to stop. We may close your account in the event of repeated violations, or at once where people are at risk.

7.3 Survival. Sections 4, 8, 9, 10, 11 and 13 survive any termination of these Terms.

8. Disclaimer of Warranties

THE SERVICE IS PROVIDED "AS IS" AND "AS AVAILABLE", WITHOUT WARRANTY OF ANY KIND, WHETHER EXPRESS OR IMPLIED, INCLUDING ANY IMPLIED WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE OR NON-INFRINGEMENT, EXCEPT TO THE EXTENT THAT SUCH WARRANTIES CANNOT BE DISCLAIMED UNDER APPLICABLE LAW.

The numbers and notes shown in the Service are counts of recorded events, made by the definitions published on How we count, and the site checks are automated: they find some problems, not all, and do not certify that a website is accessible or meets any standard. None of it constitutes a promise of revenue, and Nodium does not guarantee any outcome from your use of the Service.

9. Limitation of Liability

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, NODIUM WILL NOT BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL OR PUNITIVE DAMAGES, OR FOR ANY LOSS OF PROFITS, BUSINESS OR GOODWILL (INCLUDING A PROSPECTIVE CUSTOMER WHO DOES NOT CONTACT YOU), ARISING OUT OF OR RELATING TO THESE TERMS OR THE SERVICE, WHETHER IN CONTRACT, TORT OR OTHERWISE, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

NODIUM'S TOTAL LIABILITY TO YOU ARISING OUT OF OR RELATING TO THESE TERMS OR THE SERVICE WILL NOT EXCEED THE GREATER OF (A) THE AMOUNTS YOU PAID FOR THE SERVICE IN THE 12 MONTHS BEFORE THE CLAIM AND (B) US$100.

Nothing in these Terms limits any liability that cannot be limited under applicable law.

10. Indemnification

You agree to indemnify, defend and hold harmless Nodium from and against any claims, liabilities, damages, losses and expenses, including reasonable attorneys' fees, arising out of or relating to (a) Your Content, (b) your use of the Service, or (c) your breach of these Terms or of applicable law.

11. Governing Law and Jurisdiction

These Terms are governed by and construed in accordance with the laws of the Commonwealth of Kentucky, USA, without regard to its conflict of laws principles. Any dispute arising out of or relating to these Terms or the Service is subject to the exclusive jurisdiction of the state and federal courts located in Kentucky.

12. Changes to the Terms

We may modify these Terms from time to time. If we make a material change, we will notify customers by email before the change takes effect. The "Last updated" date above and the changelog reflect the most recent revision. Your continued use of the Service after a change takes effect constitutes your acceptance of the revised Terms.

13. General Provisions

13.1 Entire agreement. These Terms, together with the documents incorporated by reference, constitute the entire agreement between you and Nodium regarding the Service and supersede any prior agreements on that subject.

13.2 Severability. If any provision of these Terms is held invalid or unenforceable, the remaining provisions remain in full force and effect.

13.3 No waiver. A failure to enforce any provision of these Terms is not a waiver of the right to enforce it later.

13.4 Assignment. You may not assign or transfer these Terms without our prior written consent. We may assign these Terms in connection with a merger, acquisition or sale of all or substantially all of the Service.

13.5 Force majeure. Neither party is liable for any delay or failure to perform caused by events beyond its reasonable control.

14. Contact

Questions about these Terms may be sent to legal@usenodium.com.