Effective May 8, 2014
Updated December 7, 2016

  1. Definitions
    1. "Force Majeure" means any event or circumstance beyond the reasonable control of the party affected which prevents or delays the performance of such party's obligations hereunder, including, without limitation, power failure, computer malfunction, natural disasters, wars, riots, government action, strikes, labor disputes, acts of God, or fire.
    2. "Marks" means any and all of Our trade names, trademark, or service marks, whether or not registered with the Patent and Trademark Office, including, but not limited to, NestUp®, SteetWise Heath®, HR Gateway®, Benefficiency℠, TANDM℠, TANDM-Connect℠, ChoicesApp℠, Benefit Choices℠, Health Choices℠, TANDM-401(k)℠, Choices App Programs℠, Choices App 401(k)℠, and NestUp Coach℠.
    3. "Offering" means any product or service offered on or through the NestUp® web site.
    4. "We", "Us", or "Our" means Perspective Partners, LLC and its affiliates, subsidiaries, or parent companies.
    5. "Web Site" means the NestUp® web site.
  2. Your Right to Use the Offerings

    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.

  3. Limitation of Use
    1. Only one individual may access the Web Site at a time using the same user name and password, unless We agree in writing otherwise.
    2. The Marks, text, graphics, images, video, metadata, design, organization, compilation, look and feel, advertising, trade dress, and all other protectable intellectual property rights (collectively, the "Content") available through the Web Site are Our property and the property of Our sources and licensors and are protected by copyright and other intellectual property laws. Unless you have Our written consent, you may not copy, reproduce, sell, publish, distribute or create derivative works from the Content, re-transmit, or otherwise provide access to the Content received through an Offering to a third party. You may only download and use Content for your own personal use.
    3. You are permitted to use the Content delivered to you through the Web Site and/or Offerings only on this Web Site.
    4. You agree not to reverse compile any of the Offerings' technology, including, but not limited to, any Java applets associated with an Offering or the Web Site.
    5. You agree not to rearrange or modify the Content. You agree not to create abstracts from, scrape, or display Content for use on another web site or service. You agree not to post any Content from the Web Site or Offerings to web blogs, newsgroups, mail lists, or electronic bulletin boards, without Our written consent.
    6. You agree not to use the Offerings for any unlawful purpose. We reserve the right to terminate or restrict your access to an Offering or the Web Site if, in Our sole discretion, your use of the Offering or Web Site may violate any laws, regulations or rulings, or infringe upon another person's rights. Also, We may refuse to grant you a user name that impersonates someone else, is protected by trademark or other proprietary right law, or is vulgar or otherwise offensive.
    7. You understand, acknowledged and agree that by providing Your Data to Us and/or Our Service Providers You are authorizing Us and Our Service Providers:
      1. To acquire from third parties Your information (some of which may be deemed personally identifiable information as defined by applicable law) (“Information”) in order to provide the Offerings; and
      2. To display, retain, and store Your Information in order to perform necessary calculations and analytics, provide guidance and education, and display or make available to You the Offerings.
    8. You agree that an Offering may have additional terms and conditions that you will need to agree to before being granted access to said Offering.
  4. User Name

    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.

  5. Data
    1. You are licensing to Us and Our service providers ("Service Provider"), any information, data, password, material, or other content (collectively "Data") you provide through or to the Offerings and/or Web Site.
    2. You agree to provide accurate, true, current and complete Data about yourself and your accounts maintained at other web sites and you agree to not misrepresent your identify or your account Data.
    3. You agree to keep your account Data up to date and accurate.
    4. We and Service Provider may use, modify, display, distribute, create derivative works and create new material using your Data to provide any of the Offerings to you. By submitting Data, you automatically agree, or promise that the owner of such Data has expressly agreed that, without any particular time limit, and without the payment of any fees, We and Service Provider may use your Data for the purposes set out in the Offerings and Web Site.
    5. By providing your Data, you authorize Us and Service Provider to access third party sites designated by you, on your behalf, to retrieve information requested by you, and to register for accounts requested by you. For all purposes hereof, you hereby grant Us and Service Provider a limited power of attorney. You hereby appoint Us and Service Provider as your true and lawful attorney-in-fact and agent, with full power of substitution and resubstitution, for you and in your name, place and stead, in any and all capacities, to access third party internet sites, servers and documents, retrieve information, and use your information, all as described above, with the full power and authority to do as you might or could do in person. YOU ACKNOWLEDGE AND AGREE THAT WHEN WE OR SERVICE PROVIDER ACCESSS AND RETREIVE INFORMATION FROM THIRD PARTY SITES, WE AND SERVICE PROVIDER ARE ACTING AS YOUR AGENT, AND NOT THE AGENT OR ON BEHALF OF THE THIRD PARTY. You agree that third party account providers will be entitled to rely on the foregoing authorization, agency and power of attorney granted by you. You understand and agree that the Offerings and/or Web Site are not endorsed or sponsored by any third party account providers accessible through the Offerings.
    6. You understand and agree that all Data that you allow, submit, post, obtain, email, or transmit to the Web Site and/or Offerings are your responsibility and not Our responsibility.
    7. We do not control your Data, nor do We have any obligation to review, refuse, or remove any of your Data available via the Web Site or Offerings. However, We reserve the right to remove any of your Data available via the Offerings or Web Site at any time. When and where practicable, We will provide reasonable advance written notice to you before removing your Data. Circumstances under which We may remove your Data include, but are not limited to, violation of these Terms of Use, abuse of the Web Site or Offerings, notification of possible infringement of another's rights, privacy concerns, compliance with laws, and in the assistance of law enforcement. Additionally, We do not guarantee the accuracy, integrity, or the usefulness of your Data.
    8. You understand and agree that We or Service Provider may capture and/or retain your Data, and may cache such Data, as needed, and for as long as needed, in order for the Web Site to function properly.
  6. Privacy and Your Data

    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.

  7. Suspension of Offerings

    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.

  8. Confidential Information
    1. Generally

      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."

    2. Use

      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.

    3. Duty

      At all times the Receiving Party will:

      1. Maintain the Disclosing Party's Confidential Information in strict secrecy by utilizing the same degree of care as the Receiving Party utilizes for maintaining the confidentiality of its own Confidential Information (which in no event will be less than commercially reasonable care); and
      2. Not publish or disclose the Disclosing Party's Confidential Information in any way, in whole or in party, to any party, except as expressly provided in section 8(d) below.
    4. Authorized Disclosure

      Your Confidential Information will only be disclosed by Us to Our officers, directors, managers, members, employees, agents, affiliates, and advisors:

      1. Who have a need to know such Confidential Information, and then only to the extent necessary for the purpose of enabling them to perform their tasks assigned by Us with regard to Our performance under these Terms of Use;
      2. Who have obligated themselves to Us to hold such Confidential Information in strict confidence; and
      3. Who We may work with at present or in the future to evaluate the suitability of and/or to offer enhanced Offerings or new products and services to you.
    5. Ownership

      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.

    6. Legal Order

      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.

  9. Equitable Relief

    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.

    1. Trade Secrets

      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.

  10. Maintenance

    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.

  11. Access and Security.
    1. Transmission of Data

      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.

    2. Your access to hosted Offerings

      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.

  12. Third Party Web Sites, Services and Software
    1. We may link to web sites or services from other companies. We may also offer you the ability to download software from other companies. You agree that We are not responsible for, and do not control, those web sites, services, or software. You are urged to review those companies' Privacy Policy and Terms and Conditions.
    2. Certain companies, some of which may be listed on the pages within an Offering or the Web Site, offer products and services related to the Offerings or Web Site. We do not warrant any such companies or any of their products or services. The exchange of data or other interactions between You and a company, and any purchase by You of any product or service offered by such company is solely between You and such company.
  13. Your Representations and Warranties

    You represent and warrant that:

    1. You have all necessary right, power, and authority to enter into these Terms of Use and to perform the acts required of you under these Terms of Use;
    2. You own or otherwise have the right to use and/or post your Data on the Web Site or any of the Offerings and that the use of your Data will not infringe or violate any of the rights of any third party pursuant to applicable law;
    3. You will not harass or cause distress or inconvenience to any person via the transmission of obscene or offensive data;
    4. You will not disrupt the normal flow or access to, or use of, the Web Site or any of the Offerings;
    5. You agree to comply with all rules regarding online conduct and acceptable data, content, or materials including, but not limited to, federal and state laws, rules, regulations, and statutes; and
    6. You will comply with all applicable laws regarding the transmission and technical data export from the United States of America or the country in which you reside.
    7. You will use only browsers and version numbers We have determined are compatible with the Web Site. These browsers and version numbers are listed in the Appendix hereto.
  14. DISCLAIMER OF WARRANTIES

    YOU EXPRESSLY UNDERSTAND AND AGREE THAT:

    1. YOUR USE OF THE WEB SITE, THE OFFERINGS, AND ALL INFORMATION, PRODUCTS, AND OTHER CONTENT (INCLUDING THAT OF THIRD PARTIES) INCLUDED IN OR ACCESSIBLE FROM THE WEB SITE OR OFFERINGS IS AT YOUR SOLE RISK. YOUR ACCESS TO, AND USE OF, THE WEB SITE AND OFFERINGS IS ON AN "AS IS" AND "AS AVAILABLE" BASIS. WE AND SERVICE PROVIDER EXPRESSLY DISCLAIM ANY REPRESENTATIONS OR WARRANTIES OF ANY KIND, EXPRESS OR IMPLIED, STATUTORY OR OTHERWISE, AS TO THE WEB SITE, OFFERINGS, INFORMATION, PRODUCTS, AND OTHER CONTENT (INCLUDING THAT OF THIRD PARTIES) INCLUDED IN OR ACCESSIBLE FROM THE WEB SITE OR OFFERINGS. THESE DISCLAIMERS INCLUDE, WITHOUT LIMITATION, ANY REPRESENTATIONS OR IMPLIED WARRANTIES OF MECHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NONINFRINGEMENT.
    2. WE AND SERVICE PROVIDER MAKE NO WARRANTY THAT:
      1. THE WEB SITE OR OFFERINGS WILL MEET YOUR REQUIREMENTS;
      2. THAT WEB SITE OR OFFERINGS WILL BE UNINTERRUTED, TIMELY, SECURE, OR ERROR-FREE;
      3. THE RESULTS THAT MAY BE OBTAINED FROM THE USE OF THE WEB SITE OR OFFERINGS WILL BE ACCURATE OR RELIABILE;
      4. THE QUALITY OF ANY PRODUCTS, SERVICES, INFORMATION, CONTENT, OR OTHER MATERIAL PURCHASED OR OBTAINED BY YOU THROUGH THE WEB SITE OR OFFERINGS WILL MEET YOUR EXPECTATIONS; OR
      5. ANY ERRORS IN TECHNOLOGY WILL BE CORRECTED.
    3. ANY CONTENT OR MATERIAL DOWNLOADED OR OTHERWISE OBTAINED THROUGH THE USE OF THE WEB SITE OR OFFERINGS IS DONE AT YOUR OWN DISCRETION AND RISK. YOU ARE SOLELY RESPONSIBLE FOR ANY DAMAGE TO YOUR COMPUTER SYSTEM OR LOSS OF DATA THAT RESULTS FROM THE DOWNLOAD OF ANY SUCH CONTENT OR MATERIAL. NO ADVICE OR INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED BY YOU FROM US OR SERVICE PROVIDER THROUGH OR FROM THE WEB SITE OR OFFERINGS WILL CREATE ANY WARRANTY NOT EXPRESSLY STATED IN THESE TERMS OF USE.
    4. WE DO NOT GIVE TAX OR INVESTMENT ADVISE OR ADVOCATE THE PURCHASE OR SALE OF ANY SECURITY OR INVESTMENT. YOU SHOULD ALWAYS SEEK THE ASSISTANCE OF A PROFESSIONAL FOR TAX AND INVESTMENT ADVICE. TO THE EXTENT THAT YOU ARE A FINANCIAL PROFESSIONAL, YOU ACKNOWLEDGE ON BEHALF OF YOURSELF AND YOUR REGISTERED REPRESENTATIVES, THAT THE INFORMATION, DATA, ANALYSES, OR OTHER OPINIONS CONTAINED IN ANY REPORT, WHETHER IN TEXT, GRAPHIC, NUMERIC, OR OTHER FORM, DO NOT CONSTITUTE AND WILL NOT BE CONSTRUED AS INVESTMENT OR OTHER ADVICE OFFERED BY US. REPORTS ARE PROVIDED FOR EDUCATIONAL AND INFORMATIONAL PURPOSES ONLY. WE HAVE NO RESPONSIBILITY FOR THE INVESTMENT OF FUNDS CONTAINED IN YOUR RETIREMENT ACCOUNT NOR FOR THE SUITABILITY OR RESULTS OF ANY SUCH INVESTMENT. WE WILL NOT BE CONSIDERED AN "EXPERT" UNDER THE SECURITIES ACT OF 1933. NEITHER YOU NOR ANY USER WILL NAME US AS AN EXPERT UNDER ANY CONDITION WITHOUT OUR EXPRESS WRITTEN CONSENT.
    5. ALL USERS AND ALL CUSTOMERS ACKNOWLEDGE THAT WE ARE NOT AN INVESTMENT ADVISOR UNDER THE INVESTMENT ADVISORS ACT OF 1940 AND THAT REPORTS ARE NOT DESIGNED OR INTENDED TO SATISFY ANY LAWS OR REGULATORY REQUIREMENTS GOVERNING INVESTMENT ADVISORS. WE DO NOT WARRANT THAT THE OFFERINGS PROVIDED THROUGH THE WEB SITE OR THAT ANY REPORTS PROVIDED BY ANY OFFERING COMPLY WITH THE SECURITIES LAWS OR REGULATIONS OF ANY JURISDICTION OR REGULATORY BODY. WE WILL HAVE NO LIABILITY FOR THE PROVISION OF INVESTMENT ADVICE PROVIDED TO YOU BY ANY THIRD PARTY.
  15. LIMITATION OF LIABILITY

    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.

  16. Indemnification

    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.

  17. Force Majeure

    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.

  18. Relationship of the Parties
    1. You understand and agree We are not being engaged to perform or assume any fiduciary functions, including, but not limited to, those of any plan administrator, with respect to you or any employee benefit plan in which you are a participant. In this regard, you acknowledge that this Web Site and Offerings (individually and in combination) are ministerial in nature. If We are deemed to be a fiduciary with respect to this Web Site or any Offering (individually or in combination), Our responsibility as a fiduciary will extend only to those activities deemed to be fiduciary activities under applicable law and will in no event extend to any acts or omissions of any other third party. You understand and agree We are not a law firm and are not being engaged to provide legal advice. In addition, you understand and agree that these Terms of Use do not create any partnership, agency, joint venture, or any other such relationship between the parties. No party is granted any express or implied right or authority to assume or to create any obligations on behalf of, or in the name of, another party, or to bind another party in any manner whatsoever.
    2. You acknowledge that the information, data, analyses, and opinions contained in any Offering or Web Site report or output, whether in text, graphic, numeric, or other form, unless otherwise explicitly indicated in writing, does not constitute, and will not be construed as, investment or other advice offered by Us. Reports and output are provided for educational and informational purposes only. We have no responsibility for the investment of funds contained in your retirement account nor for the suitability or results of any such investment.
  19. Law

    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.

    1. Arbitration

      Any dispute arising between you and Us hereunder shall be settled by binding arbitration subject to the rules of the American Arbitration Association.

    2. Protection of Proprietary Rights

      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.

    3. Third Parties

      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.

    4. Waiver

      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.

    5. Amendment

      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.

    6. Severability

      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.

    7. Gender

      All pronouns and any variation thereof are deemed to refer to the masculine, feminine, neuter, singular, and/or plural as the context may require.

    8. Parties Bounds

      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.

    9. Assignment

      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.

    10. Survivability

      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.

    11. Cookies

      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.

    12. Headings

      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.

Appendix: NestUp® Browser Compatibility

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.

Windows PCs

BrowserVersionCompatibility & Known Issues
Google ChromeCurrent*Fully compatible
Mozilla FirefoxCurrent*Fully compatible
Microsoft Edge14+Fully compatible
Internet Explorer11Fully compatible
OtherAnyUntested, compatibility unknown; not recommended

Mac Computers

BrowserVersionCompatibility & Known Issues
Google ChromeCurrent*Fully compatible
Mozilla FirefoxCurrent*Fully compatible
Apple Safari10+Fully compatible
OtherAnyUntested, compatibility unknown; not recommended

Linux Computers

BrowserVersionCompatibility & Known Issues
Google ChromeCurrent*Fully compatible
Mozilla FirefoxCurrent*Fully compatible
OtherAnyUntested, compatibility unknown; not recommended

iOS Devices

BrowserVersionCompatibility & Known Issues
Google ChromeCurrent*Fully compatible
Apple SafariCurrent*Fully compatible
OtherAnyUntested, compatibility unknown; not recommended

Android Devices

BrowserVersionCompatibility & Known Issues
Google ChromeCurrent*Fully compatible
OtherAnyUntested, 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.