Effective May 8, 2014
Updated December 7, 2016
Subject to the provisions set forth in these Terms of Use, We grant to you a non-exclusive, non-transferable, and terminable license to use the Offerings and Web Site.
We require you to register to have access to the Offerings and Web Site. We require that you use your own email address as your user name for viewing Content. With certain exceptions, when you register, your email address will become your user name. It is your responsibility to choose your password wisely. If you have concerns or believe that someone is using your user name and password without your authority, please contact Us at help@nestup.com. We reserve the right to disclose any information about you, including, without limitation, registration data, in order to comply with any applicable laws and/or request under legal process, to operate Our systems properly, to protect Our property or rights, and to safeguard the interest of others.
Data and other information about you are subject to Our Privacy Policy. Your Data may be stored and processed in the United States of America or any other country where We or Service Provider have facilities. You consent to the transfer of your Data outside of your country. If your access to the Web Site has been provided by or through a third party (for example, your employer or an educational institution where you are a student) (each, a "Third Party"), the Third Party may have provided Us with information about you to enable Us to provide you with access to the Offerings and distinguish you from other users (such as your email address or name). If you access the Offerings using a password, you are solely responsible for maintaining the confidentiality of that password. If you provide someone else with access to your password, they will have the ability to view information about your account and make changes through the Web Site. You agree to notify Us promptly if you change your address or email so we can continue to contact you and send any notices required hereunder. If you fail to notify Us promptly of a change, then any notice We send to your old address or email will be deemed sufficiency notice. For more information regarding privacy, please refer to our Privacy Policy, which is herein incorporated by reference.
You understand and agree that We reserve the right to modify, suspend, or discontinue any part of, or all of, the Offerings at any time and that We will not be liable to you or to any third party for doing so.
You understand and agree that you will provide to Us Data, and We will provide to you certain information, some of which may be considered to be "Confidential Information."
The Receiving Party will only use the Disclosing Party's Confidential Information for purposes of performing its duties and obligations hereunder and exercising its rights hereunder.
At all times the Receiving Party will:
Your Confidential Information will only be disclosed by Us to Our officers, directors, managers, members, employees, agents, affiliates, and advisors:
All Confidential Information and all copies thereof (including, without limitation, all materials containing any Confidential Information) are and will remain the sole and exclusive property of the Disclosing Party. The disclosure of Confidential Information will not be construed as granting to the Receiving Party, expressly or by implication, any right, title, or interest of any kind in any intellectual property right in any Confidential Information of the Disclosing Party.
If the Disclosing Party's Confidential Information is required to be disclosed by the Receiving Party by process of law or pursuant to a law, rule, regulation, statute, order, or ordinance of any governmental authority having jurisdiction thereof ("Legal Order"), then, prior to making any such disclosure, the Receiving Party, unless precluded by applicable law from doing so, will provide the Disclosing Party with immediate written notice of same, and the Receiving Party will not disclose any part of such Confidential Information pending conclusion of any legal preceding regarding such disclosure. If such protective order or other appropriate equitable remedy cannot be obtained, the Receiving Party will disclose only such part of the Confidential Information as is specifically required by the terms of such Legal Order, and the Receiving Party will exercise its best efforts to obtain reliable assurance that confidential treatment will be accorded the Disclosing Party's Confidential Information.
Unless otherwise specified in these Terms of Use, all rights, remedies, and powers of a party are irrevocable and cumulative, and not alternative or exclusive, and will be in addition to all rights, remedies, and powers given hereby and any laws now existing or hereafter enacted. Each party acknowledges and agrees that if it breaches an obligation hereunder, the other party may suffer immediate and irreparable harm for which monetary damages alone may not be a sufficient remedy. Each party also agrees that in addition to all remedies that the non-breaching party may have, the non-breaching party will be entitled to seek, but is not limited to, equitable relief, injunctive relief, specific performance, or any other form of relief in a court of competent jurisdiction to remedy a breach or threatened breach hereof by the breaching party and to enforce these Terms of Use. The breaching party hereby waives any and all defenses and objections it may have on grounds of jurisdiction and venue, including, but not limited to, lack of personal jurisdiction and improper venue. The breaching party also waives any requirements for the securing or posting of a bond in connection with such remedy.
Notwithstanding sections 8(b) and 8(d) above, each party's nondisclosure and use obligations with respect to the other party's Confidential Information that constitutes trade secrets pursuant to applicable law will continue for so long as any such Confidential Information continues to constitute a trade secret under applicable law.
We may, in Our reasonable discretion, temporarily suspend an Offering or the Web Site for the purpose of repair, maintenance, or improvement. We will restore the Offering and/or Web Site as soon as reasonably practicable.
You understand that the technical processing and transmission of your electronic communications is fundamentally necessary to your use of the Offerings and Web Site. You expressly consent to Our interception and storage of electronic communications and/or your Data. You acknowledge and understand that your electronic communications will involve transmission over the Internet, and over various networks, only part of which may be owned and/or operated by Us. You further acknowledge and understand that electronic communications may be accessed by unauthorized parties when communicated across the Internet, network communications facilities, telephone, and other electronic means. You agree that We are not responsible for any electronic communications and/or your Data which are lost, altered, intercepted, or stored without authorization during the transmission of any Data whatsoever across networks not owned and/or operated by Us.
You are responsible for obtaining and maintaining all hardware, software, telecommunications equipment, and services (collectively "Your Technology") necessary to access and use the Web Site and Offerings. We are not responsible for the performance, accuracy, compatibility, or adequacy of Your Technology.
You represent and warrant that:
YOU EXPRESSLY UNDERSTAND AND AGREE THAT:
YOU AGREE THAT NEITHER WE OR SERVICE PROVIDER NOR ANY OF THEIR AFFILIATES, ACCOUNT PROVIDERS, MEMBERS, MANAGERS, OFFICERS, DIRECTORS, SHAREHOLDERS, EMPLOYEES OR LICENSORS (COLLECTIVELY FOR THIS SECTION 14 ONLY, "THE PARTIES") WILL BE LIABILE (JOINTLY OR SEVERABLY) TO YOU OR ANY OTHER THIRD PARTY FOR DIRECT, INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, PUNITIVE, OR EXEMPLARY DAMAGES (COLLECTIVELY, THE "EXCLUDED DAMAGES"). EXCLUDED DAMAGES INCLUDE, BUT ARE NOT LIMITED TO, DAMAGES FOR LOSS OF PROFITS, GOODWILL, USE, DATA, OR OTHER INTANGIBLE LOSSES. YOU FURTHER AGREE THAT THE PARTIES ARE NOT LIABLE TO YOU FOR EXCLUDED DAMAGES EVEN IF THE PARTIES HAVE BEEN ADVISED OF, OR COULD HAVE FORSEEN THE POSSIBILITY OF, SUCH EXCLUDED DAMAGES RESULTING FROM: (i) THE USE OR THE INABILITY TO USE THE WEB SITE OR OFFERINGS; (ii) THE COST OF GETTING SUBSTITUTE GOODS AND SERVICES; (iii) PRODUCTS, DATA, CONTENT, INFORMATION, OR SERVICES PURCHASED OR OBTAINED THROUGH OR FROM THE WEB SITE OR OFFERINGS; (iv) MESSAGES RECEIVED OR TRANSACTIONS ENTERED INTO, THROUGH, OR FROM THE WEB SITE OR OFFERINGS; (v) UNAUTHORIZED ACCESS TO, OR ALTERATION OF, YOUR TRANSMISSIONS OR DATA; (vi) STATEMENTS OR CONDUCT OF ANYONE ON THE WEB SITE OR OFFERINGS; (vii) THE USE, INABILITY TO USE, UNAUTHOIZED USE, PERFORMANCE, OR NON-PERFORMANCE OF ANY THIRD PARTY ACCOUNT PROVIDER SITE, EVEN IF THE THIRD PARTY ACCOUNT PROVIDER HAS BEEN ADVISED PREVIOUSLY OF THE POSSIBILITY OF SUCH DAMAGES; (viii) THE INCORRECT OR UNTIMELY TRANSMISSION OF YOUR DATA OR INSTRUCTIONS BY THE WEBSITE TO ANY THIRD PARTY; OR (ix) ANY OTHER MATTER RELATING TO THE WEB SITE OR OFFERINGS. NEITHER WE NOR SERVICE PROVIDER WILL BE LIABLE FOR THE EXCLUDED DAMAGES WHETHER OR NOT THE EXCLUDED DAMAGES ARE CHARACTERIZED IN NEGLIGENCE, TORT, STRICT LIABILITY, PRODUCTS LIABILITY, CONTRACT, OR OTHER THEORY OF LIABILITY. IF ANY APPLICABLE AUTHORITY HOLDS ANY PORTION OF THIS SECTION 14 TO BE UNENFORCEABLE, THEN THE PARTIES' LIABILITY WILL BE LIMITED TO THE FULLEST POSSIBLE EXTENT PERMITTED BY APPLICABLE LAW.
You agree to protect, indemnify, hold harmless, and fully compensate Us and Service Provider and their affiliates, members, managers, officers, directors, shareholders, and employees from any and all third party claims, liability, damages, expenses, and costs (including, but not limited to, reasonable attorney's fees) caused by or arising from: (i) your use of the Web Site or Offerings; (ii) your violation of these Terms of Use; or (iii) your infringement, or infringement by any other user of your account. You agree that Service Provider is a third party beneficiary of these Terms of Use, with all rights to enforce such provisions as if Service Provider were a party to these Terms of Use.
Performance by any party of any obligation hereunder is excused if and for so long as such breach or failure to perform is caused by a Force Majeure, and prompt notice thereof has been given to the other party. If any party fails to perform any duty or obligation hereunder as a result of a Force Majeure, said party is required to fulfill its obligations hereunder within a reasonable time after the Force Majeure ceases to exist.
These Terms of Use are governed by, and construed in accordance with, the laws of the State of New York, without reference to principles of conflict of laws.
Any dispute arising between you and Us hereunder shall be settled by binding arbitration subject to the rules of the American Arbitration Association.
You will not remove any Marks or proprietary copyright, patent, trademark, design right, trade dress, trade secret, service mark, or other proprietary rights legend from any of Our material, Offerings, or Web Site.
Unless stated otherwise herein, nothing in these Terms of Use either express or implied is intended, or will be construed, to confer upon, or give any third party (other than the parties and their respective successors and permitted assigns), any right or remedy under or by reason of these Terms of Use.
Failure by one party to insist upon strict performance of any provision of these Terms of Use by another party will not be deemed a waiver by such party of its rights or remedies, or a waiver by it of any subsequent default by such other party. No waiver is effective unless it is in writing and duly executed by the party entitled to enforce the provision being waived.
You acknowledge and agree that these Terms of Use may be amended at any time without notice to you. The current Terms of Use can be accessed at any time via the Terms of Use link at the bottom of the Web Site login page. You signify that you agree to be bound by any updated Terms of Use by accessing the Web Site or using an Offering after changes are made and posted to these Terms of Use.
If any provision of these Terms of Use is determined by a court of competent jurisdiction to be invalid, illegal, or unenforceable, such provision will be automatically reformed and construed to be valid, legal, and enforceable to the maximum extent permitted by applicable law, while preserving its original intent. The invalidity of any part of these Terms of Use will not render invalid the remainder of the Terms of Use.
All pronouns and any variation thereof are deemed to refer to the masculine, feminine, neuter, singular, and/or plural as the context may require.
These Terms of Use are binding upon and inure to the benefit of each party and its respective successors and permitted assigns, subject to the restrictions against assignment provided in Section 17(k) below.
You do not have the right, directly or indirectly, to assign, sublicense, transfer, or pledge any of your rights, duties, and obligations hereunder to any third party, whether by agreement, operation of law or merger, or in connection with any sale of assets without Our prior written consent, which consent may be withheld by Us, in Our sole discretion. Any assignment in violation of this Section 17(k) is null and void.
Notwithstanding anything contained in these Terms of Use to the contrary, all representations, warranties, and agreements will survive and continue to bind the parties after the expiration or earlier termination of these Terms of Use, to the extent and for so long as may be necessary to give effect to the rights, duties, and obligations of the parties pursuant to these Terms of Use, subject to any applicable statutes of limitation.
We employee cookie technology in order to allow you to stay logged in when navigating the Web Site or Offerings. If you close the web browser or cease activity on the Web Site for an extended period of time, a logout will occur and you will have to log in again before viewing additional Content, Offerings, or separate areas of the Web Site.
The headings used in these Terms of Use are inserted for convenience only and do not describe, interpret, define, or limit the scope, extent, or intent of these Terms of Use.
NestUp® is designed to be compatible with a several browsers across multiple platforms. For the best NestUp® experience, we recommend using Google Chrome. The following tables outline the status of NestUp® with a variety of browsers.
Browser | Version | Compatibility & Known Issues |
---|---|---|
Google Chrome | Current* | Fully compatible |
Mozilla Firefox | Current* | Fully compatible |
Microsoft Edge | 14+ | Fully compatible |
Internet Explorer | 11 | Fully compatible |
Other | Any | Untested, compatibility unknown; not recommended |
Browser | Version | Compatibility & Known Issues |
---|---|---|
Google Chrome | Current* | Fully compatible |
Mozilla Firefox | Current* | Fully compatible |
Apple Safari | 10+ | Fully compatible |
Other | Any | Untested, compatibility unknown; not recommended |
Browser | Version | Compatibility & Known Issues |
---|---|---|
Google Chrome | Current* | Fully compatible |
Mozilla Firefox | Current* | Fully compatible |
Other | Any | Untested, compatibility unknown; not recommended |
Browser | Version | Compatibility & Known Issues |
---|---|---|
Google Chrome | Current* | Fully compatible |
Apple Safari | Current* | Fully compatible |
Other | Any | Untested, compatibility unknown; not recommended |
Browser | Version | Compatibility & Known Issues |
---|---|---|
Google Chrome | Current* | Fully compatible |
Other | Any | Untested, compatibility unknown; not recommended |
* Google Chrome and Mozilla Firefox are evergreen browsers. By default, they automatically update themselves to the latest version without user intervention.