UA / TERMS

Last updated on May 7, 2023 _This ‘last modified’ date of the following terms and conditions relate to NEST® services.

TERMS OF SERVICE

NESTECH LTD, a private limited company having its registered office at Office One, 1 Coldbath Square, Farringdon, London, EC1R 5HL, (“NEST®” or “Operator” or “we”) implements unique protocols and personal security to achieve genuine end-to-end encryption. NEST® , the owner of the website located at https://nes.tech (the “Website”), and the mobile application (“application” or “app”) (jointly the “Platforms”), provides the Website and Application as a service to our Users (as defined hereinafter). These are implemented to provide NEST® Users with private messaging, device-to-device communications and internet calling, distributed ledger technologies (blockchain-based), as well as other encryption, hosting and exchange services (collectively the “Services”). “Users” constitute distinct, single individuals and/or entities browsing, accessing or using the Platforms for any reason, whom may hereinafter also be referred to as “you”, “your”, “yourself” or “yourselves”. You and NEST® may be referred to individually as a “Party” and jointly as the “Parties”. By browsing, accessing, installing and using the Platforms, through any device, you agree to our Terms of Service (“Terms”). These Terms constitute a binding agreement between you and NEST® and its affiliates and subsidiaries. By accessing, downloading, using and/or registering for the Platforms and/or Services, you understand and agree to be bound by these Terms, including any modifications or amendments made thereto by NEST® from time to time, at its sole discretion. If you do not agree to these Terms, you are not authorized to access or use the Platforms and/or Services.

BY DOWNLOADING/INSTALLING, ACCESSING OR USING THE PLATFORMS AND/OR SERVICES, YOU (A) ACKNOWLEDGE THAT YOU HAVE READ AND UNDERSTOOD THESE TERMS; (B) REPRESENT THAT YOU ARE 18 YEARS OF AGE OR THE REQUIRED LEGAL AGE IN YOUR JURISDICTION; (C) ACCEPT THESE TERMS AND AGREE THAT YOU ARE LEGALLY BOUND BY THEM; AND (D) AGREE THAT ANY AND ALL DISPUTES THAT MAY ARISE BETWEEN THE PARTIES FROM YOUR USE OF THE PLATFORMS AND/OR SERVICES SHALL BE RESOLVED THROUGH INDIVIDUAL ARBITRATION AND NOT IN COURT AND ALSO LIMIT THE REMEDIES AVAILABLE TO YOU IN THE EVENT OF A DISPUTE. IF YOU DO NOT AGREE TO THESE TERMS OF USE, DO NOT DOWNLOAD, INSTALL OR USE PLATFORMS AND/OR SERVICES AND DELETE ANY AND EVERY COMPONENT OF THE PLATFORMS AND/OR SERVICES FROM YOUR DEVICE.

Please carefully review the following Terms that govern your use of the Platforms. Please note that your use of the Platforms constitutes your unconditional agreement to follow and be bound by these Terms (on behalf of yourself or the entity you represent), and you represent and warrant that you have the right, authority, and capacity to enter into these Terms (on behalf of yourself or the entity that you represent). If you do not agree to them, do not use the Platforms, provide any materials to the Platforms or download any materials from the Platforms. The term “you” refers to the individual or legal entity, as applicable, identified as the User when you registered on the Platforms, or the User who is accessing or using the app without a registered account.

We reserve the right to update or modify these Terms at any time without prior notice to you. Your use of the Platforms following any such change constitutes your unconditional agreement to follow and be bound by these Terms as changed. For this reason, we encourage you to review these Terms whenever you use the Platforms.

These Terms apply to your use of the Platforms and do not extend to any linked third party sites. Any rights not expressly granted herein are reserved. Unless otherwise indicated, any future release, update, or other addition to functionality of the Platforms shall be subject to these Terms, or any amendments or changes made hereto. Excluding any User submissions that you may provide (defined below), you acknowledge that all the IP (as defined hereinafter) rights, in the Platforms and its content are owned by NEST®. Neither these Terms (nor your access to the Platforms), transfers to you or any third party any rights, title or interest in or to such IP rights, except for the limited access rights expressly set forth herein. NEST® and its suppliers reserve all rights not granted in these Terms. There are no express or implied licenses granted under these Terms.

ACCEPTANCE OF TERMS

These Terms form an electronic contract that establishes legally binding terms that the User must accept to use the Services provided by NEST® through the Platforms. These Terms include by reference other terms disclosed and agreed to by the User in the event the User registers for, purchases, or accepts additional features, products or services in addition to the Services, including but not limited to terms governing features, billing, discounts, promotions, etc.

LICENSE

Subject to these Terms, NEST® grants you a non-transferable, non-exclusive, revocable, limited license to use and access the Platforms solely for your own personal use.

RESTRICTIONS

The rights granted to you in these Terms are subject to the following restrictions:

1_ You will not use the Website or app to violate any applicable local, state, national, or international law, including without limitation any applicable laws relating to antitrust or other illegal trade or business practices, federal and state securities laws, regulations promulgated by the U.S. Securities and Exchange Commission, any rules of any national or other securities exchange, and any U.S. laws, rules, and regulations governing the export and re-export of commodities or technical data, or in any way that would cause NEST® to be in violation of same.

2_ You will not upload or transmit any material that infringes or misappropriates any person’s IP including copyright, patent, trademark, or trade secret, or disclose via the Platforms any information the disclosure of which would constitute a violation of any confidentiality obligations you may have.

3_ You shall not (i) upload any viruses, worms, Trojan horses, or other forms of harmful computer code, (ii) subject the Platforms’ network or servers to unreasonable traffic loads, (iii) attempt to gain unauthorized access to the Platforms (or to other computer systems or networks connected to or used together with the Platforms), whether through password mining or any other means; (iv) harass or interfere with any other User’s use and enjoyment of the Platforms, or (v) use software or automated agents or scripts to produce multiple accounts on the Website or application, or to generate automated searches, requests, or queries to (or to strip, scrape, or mine data from) the Platforms (provided, however, that we conditionally grant to the operators of public search engines revocable permission to use spiders to copy materials from the Platforms for the sole purpose of and solely to the extent necessary for creating publicly available searchable indices of the materials, but not caches or archives of such materials, subject to the parameters set forth in our robots.txt file), or (vi) otherwise engage in conduct deemed disruptive to the ordinary operation of the Platforms. The rules of User conduct that every User, including you, shall adhere to is outlined below.

4_ You will not license, sell, rent, lease, transfer, assign, distribute, host, or otherwise commercially exploit the Platforms , whether in whole or in part, or any content displayed on the Platforms, without the express consent of the owner of such content.

5_ You will not modify, make derivative works of, disassemble, reverse compile or reverse engineer any part of the Platforms.

6_ You will not access the Platforms in order to build a similar or competitive platform, website, product, or service.

7_ Except as expressly stated herein, no part of the Platforms may be copied, reproduced, distributed, republished, downloaded, displayed, posted or transmitted in any form or by any means.

8_ You are strictly prohibited from communicating on or through the Platforms any statements that: (a) violate, or encourages any conduct that would violate, any applicable law or regulation or would give rise to civil liability; (b) infringes, misappropriates or violates a third party’s patent, copyright, trademark, trade secret, moral rights or other IP rights, or rights of publicity or privacy; (c) are purposefully inflammatory, bigoted, defamatory, libelous, blasphemous, defamatory, obscene, pornographic, pedophilic, vulgar or offensive or spiteful statements; (d) is fraudulent, false, misleading, deceptive or the like; (e) promotes discrimination, bigotry, racism, hatred, harassment or harm against any individual or group; (f) harms minors in any way; (g) is violent or threatening or promotes violence or actions that are threatening to any other person; (h) relating or encouraging money laundering or gambling; (i) promotes illegal or harmful activities or substances; (j) deceives or misleads the addressee/User about the origin of such messages or communicates any information which is grossly offensive or menacing in nature; or (k) creates liability for NEST® or causes it to lose (in whole or in part) the services of internet service providers or other suppliers, including, but not limited to, any material that encourages conduct that would constitute a criminal offense, give rise to civil liability, or otherwise violate any applicable local, state, national, or international law.

9_ You are expressly prohibited from compiling and using other Users’ personal information, including but not limited to addresses, telephone numbers, fax numbers, email addresses or other contact information that may appear on the Platforms, for any purpose whatsoever.

10_ You also are expressly prohibited from distributing Users’ personal information to third-party parties for any purpose. Your compiling of Users’ personal information, the sending of unsolicited materials of any sort to Users, or the distribution of Users’ personal information are a material breach of these Terms, and the NEST® reserves the right to terminate or suspend your access to and use of the Platforms and to suspend or revoke your membership in the consortium without refund of any membership dues paid.

11_ NEST® notes that unauthorized use, collection or disclosure of Users’ personal information may also constitute violations of various local, state, federal, national or international laws. NEST® reserves the right to report the abuse of Users’ personal information to the appropriate law enforcement and government authorities.

ABOUT NEST® SERVICES

Minimum Age _ You must be at least 18 years old to use the Platforms and its associated Services.

Intermediary_ NEST® functions as an intermediary and shall bear no liability or responsibility with regard to User behavior on its Platforms or through its Services.

Account Registration _ NEST® requires Users to first create an account and register their phone number. NEST® Users then agree to receiving text messages and phone calls from NEST® operators, sometimes these being implemented through our approved third-party providers, for purposes including the delivery of One-Time-Password (OTP), verification codes and the like as are required for execution of requested and provided Services.

At the time of registration, you shall ensure that all information provided to NEST® (including, but not limited to a username, e-mail address and a password you will use to access the Platforms) provided by you in the registration form is complete, accurate and up to date. Users may also be requested to provide supporting documents as specified by NEST® (in accordance with applicable laws). It shall be the responsibility of the Users to ensure the authenticity and validity of these supporting documents. NEST® may use a third party service provider to verify and authenticate such information and documents provided (if any) by you. You will, at all times, be responsible for maintaining the confidentiality of your NEST® account information, its password and are fully responsible for all activities that occur under your NEST® account. You agree to (i) immediately notify NEST® of any unauthorized use of your account information or any other breach of security; and (ii) ensure that you exit/log out from the account at the end of each session. NEST® cannot and shall not be liable for any loss or damage arising from your failure to comply with this Clause. You may be held liable for losses incurred by NEST® or any other User of the Platforms due to authorized or unauthorized use of your NEST® account as a result of your failure in keeping your NEST® account information secure and confidential. The use of another NEST® account information is expressly prohibited. We shall not charge any fees for creating and registering a NEST® account on the Platforms. You will only be charged for any Platform purchase. However, please note that this is subject to change and NEST® shall, at its sole discretion, have the right to charge Users any fee that it may deem appropriate by amending these Terms. Users will be notified by NEST® of any changes to these Terms.

You agree to provide true, accurate, current, and complete information when registering with the Platforms. You agree to maintain and promptly update this account information to keep it true, accurate, current, and complete. If you provide any information that is fraudulent, untrue, inaccurate, incomplete, or not current, or we have reasonable grounds to suspect that such information is fraudulent, untrue, inaccurate, incomplete, or not current, we reserve the right to suspend or terminate your account without notice and to refuse any and all current and future use of the Platforms. You may delete your account at any time, for any reason, by following the instructions on the Platforms.

Privacy of User data _ NEST® does not sell advertisements or monetize Users’ personal data. Only the User data which a User themselves decrypts, divulges or publicly registers becomes publicly or openly retrievable. NEST® does not and cannot decrypt Users’ content or personal data.  The personal data that you provide to us or otherwise authorize us to have access to is your property. By using our Services, and/or accessing the Platform, you grant us a license to collect, use, copy, transmit, store and back-up your personal data for purposes of providing the Services and/or for any other purpose(s) as contemplated by the Terms and/or Privacy Policy (as defined hereinafter). All personal data and sensitive personal data provided to us by you shall be governed by the Privacy Policy.

To further understand how NEST® safeguards other comparable Platform purchases and any user information provided when ordering and while registering Users, please see this Privacy Policy (“Privacy Policy”). For the purpose of operating NEST® as a communication tool and digital service, NEST® Users agree to set data practices as described herein. Encrypted data, content, information as well as associated metadata may be exchanged within the United Kingdom and other countries where NEST® has service providers, servers and hosting facilities.

Software _ In order to enable NEST® Platforms updates, new service features or enhancements to provided functions, Users consent to downloading and installing NEST® updates which can come from varied NEST® controlled servers. You acknowledge and agree that NEST® will have no obligation to provide you with any support or maintenance in connection with the Platforms.

Internet Connections, Fees or Taxes _ NEST® Platforms require internet access to function and/or exchange encrypted data. The Users operating NEST® Platforms on their own device(s) and whom are thereby consuming data, are themselves responsible for any associated data and/or mobile carrier fees, charges or taxes. We reserve the right, at any time, to modify, suspend, or discontinue the Platforms (in whole or in part) with or without notice to you. You agree that NEST® will not be liable to you or to any third party for any modification, suspension, or discontinuation of the Platforms and any part thereof.

Feedback _ If you provide NEST® with any feedback or suggestions regarding the Platforms (“feedback”), you hereby assign to NEST® all rights in such feedback and agree that NEST® shall have the right to use and fully exploit such feedback and related information in any manner it deems appropriate. NEST® will treat any feedback you provide as non-confidential and non-proprietary. You agree that you will not submit to NEST® any information or ideas that you consider to be confidential or proprietary. NEST® reserves the right (but has no obligation) to review any open uploads, and to investigate and/or take appropriate action against you if, in NEST®’s sole discretion, you violate any provision of these Terms or otherwise create liability for NEST® or any other person. Such action may include removing or modifying your open uploads and/or reporting you to law enforcement authorities. NEST® may edit or remove content on the Platforms at our discretion at any time.

USING THE PLATFORMS

Our Terms and Policies _ Use of NEST® Platforms must be in accordance with the Terms, the User Agreement, the Privacy Policy and similar conveyed terms. If NEST® removes an account’s authorization following an identified violation of such policies, the deleted user will not be able to access NEST® Platforms such access is reinstated by NEST®, at our discretion.

Legal and Acceptable Use _ Users agree to only utilize the Services for legal, authorized, and acceptable purposes. Users cannot implement the Platforms functionalities or Services in any way(s) that do now or may in future: i) violate or infringe on the rights of any other User or others, including but not limited to, others’ rights to privacy, IP or varied and comparable rights; ii) be involved in the sending or receipt of illegal and/or damaging communications such as bot usage, spam-messaging and/or auto-dialing; iii) knowingly create damaging or otherwise detrimental result pages or similar blockchain entries; iv) knowingly use the Platforms to do anything that violates any law which is applicable to you.

NEST® and Service Damage(s) _ Users must not themselves nor can the Platforms Users be involved in any activities that are aimed to access, use, modify, distribute, transfer, or exploit the Platforms features and/or services in any prohibited manner(s) and/or act in such ways that either now or in future do cause tangible harm and/or potential detriment to the Platforms features and/or supporting systems.

Account Security _ The Platforms are designed to ensure genuine end-to-end encryption by using personally set passwords, blockchain features with registrations as well as varied encryption protocols and/or passcodes. NEST® does not hold nor have access to Users’ personally set, encryption keys. As such, Users of the Platforms themselves are responsible for keeping both their devices and accounts safe and secure.

Wallets _ Every hosted digital asset wallet (“Wallet(s)”) are independently controlled by each User. Your Wallet allows you to store, host, manage and track any and all digital assets that may be owned by you. Under no circumstances shall you transfer or hold any digital asset that NEST® does not support. In the event that you attempt to store or transfer any such digital asset, NEST® may, in its sole discretion, terminate its technical and operational support for your Wallet. The title for any and all digital assets held in your Wallet shall remain with you at all times. NEST® is not responsible for your Wallet. You shall be solely responsible for all losses that may arise in connection with the digital assets held in your Wallet, as the owner of such digital assets. Except as required by applicable law or under the order of any governmental authority or as provided under these Terms, NEST® shall not alienate (by way of sale, transfer, loan, hypothecation, or anything of a like nature) the digital assets hosted within your Wallet without your express consent.

Open discussions _ NEST® may, but is not obligated to, monitor or review any areas on the Platforms where Users transmit or post open communications, including but not limited to User forums and email lists, and the content of any such communications. NEST® has no liability related to the content of any such communications, whether or not arising under any law including but not limited to the laws of copyright, libel, privacy, obscenity, or otherwise. In situations of device breakage, theft or loss, NEST® Users are required to email: [email protected] and confirm certain methods or forms of personal verification in order for NEST® to: i) cease authorization of a Users’ now inaccessible device and account(s): ii) for NEST® to attempt a transference of service subscription authorization. 

Personal Communications _ You are solely responsible for any communication you may have with other Users with whom you communicate or interact as a result of your use of the Platform or Services, and any information you may provide to them in this regard, including compliance with applicable laws, rules, and regulations. NEST® cannot decrypt or otherwise access any User communications, and NEST® servers only handle the encrypted data. You should only provide such information to other Users that you are comfortable sharing with others. Any use or reliance on any information or materials provided to or obtained by you through any communications facilitated by Platforms is at your own risk. We do not endorse, support, represent or guarantee the completeness, truthfulness, accuracy, or reliability of any information exchanged or communications between Users or endorse any opinions expressed by any User. You understand that by communicating with other Users on the Platforms, you may be exposed to information that might be offensive, harmful, inaccurate, inappropriate, or otherwise deceptive. All such information is the sole responsibility of the person who originated such information. NEST® does not monitor or control the information shared via the Services or any such communications or interactions between Users of the Platforms or Services and, shall have no responsibility in this regard.

No Access to Emergency Services _ NEST® Services and features do not provide Users with direct access to any emergency service providers including for example to police or fire departments and/or medical services. Users are required to contact any emergency service providers through a standard mobile phone calling service, through a fixed-line telephone or comparable means.

Third-party services _ The Platforms’ features or functions can integrate and/or utilize NEST® Users’ access, use and/or interaction with third-party websites, applications, content and similar services. Such third-party services or features are typically only as have been directly ordered by the Users for specific functions, as for example with imports or transfers on to or in-to different networks. All third-party services are themselves actively operated under separate and distinct User-agreements, each with varying terms and/or privacy policies, and which do themselves then pertain to the use of said external services. NEST® is not in control of nor responsible for third-party service operation, delivery or maintenance. Certain content on the Platforms can be furnished by third-parties. NEST® will not be liable for any inaccuracies, errors or omissions in any such content, or for any damages or liability arising therefrom.

PLEASE NOTE THAT YOUR RELATIONSHIP WITH THIRD-PARTY SERVICE PROVIDERS IS GOVERNED SOLELY BY YOUR AGREEMENT(S) WITH SUCH THIRD-PARTY SERVICE PROVIDERS, AND NEST® DISCLAIMS ANY LIABILITY FOR PERSONALLY IDENTIFIABLE INFORMATION THAT MAY BE PROVIDED TO IT BY SUCH THIRD-PARTY SERVICE PROVIDERS IN VIOLATION OF THE PRIVACY SETTINGS THAT YOU HAVE SET IN ANY SUCH THIRD-PARTY ACCOUNT(S).

YOUR NEST® SUBSCRIPTION & USER RIGHTS

User’s Rights _ Users themselves own the data, content and any comparable information submitted or exchanged by the Users in encrypted form through the Platforms. To initiate and access NEST® Services, Users must equally first have the authorization and control rights to both the device(s) and phone numbers that have been or are being used for NEST®’s account activation and Service subscription(s).

User Conduct _ You understand and agree that you are solely responsible for compliance with applicable laws to your use of the Platforms and NEST® Services. In connection with your use of the Platforms and NEST® Services, you agree and undertake that you will not:

• • violate any local, state, provincial, national, international or other law or regulation, or any order of a court, including, without limitation, tax regulations;

• • through any act or omission, threaten the unity, integrity, defense, security or sovereignty of any state, friendly relations with foreign states, or incite anyone to commit of any offence or crime or prevent the investigation of any offence or crime;

• • use manual or automated software, devices, scripts robots, other means or processes to access, “scrape,” “crawl” or “spider” any web pages or other services contained in the Platforms or other NEST® Services;

• • misuse the Platforms and/or other NEST® Services for any purpose that is prohibited by these Terms and/or the Privacy Policy;

• • copy, store or otherwise access any information contained in the Platforms or other NEST® Services for purposes not expressly permitted by these Terms and/or the Privacy Policy;

• • infringe the rights of any person or entity, including without limitation, their IP, privacy, publicity or contractual rights;

• • interfere with or cause damage to the Platforms and/or other NEST® Services, including, without limitation, through the use of viruses, cancel bots, Trojan horses, harmful code, flood pings, denial-of-service attacks, packet or internet protocol spoofing, forged routing or electronic mail address information or similar methods or technology;

• • use the Platforms and/or other NEST® Services to transmit, distribute, post or submit any information concerning any other person or entity, including without limitation, photographs of others without their permission, personal contact information or credit, debit, calling card, account numbers or any other personal data or sensitive personal data;

• • attempt to interfere with the usage of the Platforms and/or other NEST® Services provided to any User, host or network, including, without limitation, via means of submitting a virus to the Platforms, overloading, “flooding,” “spamming,” “mailbombing” or “crashing”;

• • “stalk” or harass any other User of the Platforms and/or Services or collect or store any personally identifiable information about any other User other than for purposes of transacting as a User of the Platforms;

• • register for more than one NEST® account or register for a NEST® account on behalf of an individual other than yourself without being authorized to do so;

• • impersonate any person or entity, or falsify or otherwise misrepresent yourself or your affiliation with any person or entity;

• • use automated scripts to collect information or otherwise interact with the Platforms and/or other NEST® Services;

• • or post, upload, display, publish, submit or transmit any information or content as outlined herein;

• • systematically retrieve, copy or download data or other content from the Platforms and/or other NEST® Services to create or compile, directly or indirectly, in single or multiple downloads, a collection, compilation, database, directory or the like, whether by manual methods, through the use of bots, crawlers, or spiders, or otherwise, either for your benefit or for the benefit of any other persons;

• • use, display, mirror or frame the Platforms or any individual element within the Platforms and/or other NEST® Services, NEST®’s name, any NEST® trademark, logo, IP or other proprietary information, or the layout and design of any page or form contained on a page, without NEST®’s express written consent;

• • access, tamper with, or use non-public areas of the Platforms, NEST®’s computer systems, or the technical delivery systems of NEST®’s providers;

• • attempt to probe, scan, or test the vulnerability of any NEST® system or network or breach any security or authentication measures;

• • avoid, bypass, remove, deactivate, impair, descramble, or otherwise circumvent any technological measure implemented by NEST® or any of NEST®’s providers or any other third party (including another User) to protect the Platforms and/or any NEST® Service;

• • forge any TCP/IP packet header or any part of the header information in any email or newsgroup posting, or in any way use the Platforms and/or any NEST® Service and/or content to send altered, deceptive or false source-identifying information;

• • attempt to decipher, decompile, disassemble or reverse engineer any of the software used to operate and enable the Platforms and/or any NEST® Service;

• • or advocate, encourage, or assist any third party in doing any of the foregoing;

• • disable or circumvent, or attempt to disable or circumvent, any technological mechanisms or measures intended to prevent, limit or control use or copying of, or access to, Platforms and/or any NEST® Service.

Confidential Information _ During the course of your use of our Services and/or Platform you may receive information relating to us or to our Services, that is not known to the general public (“Confidential Information”). You agree that: (i) all Confidential Information will remain NEST®’s exclusive property; (ii) you will use Confidential Information only as is reasonably necessary for your participation in our Services and use of the Platform; (iii) you will not otherwise disclose Confidential Information to any other person or third party; and (iv) you will take all reasonable measures to protect the Confidential Information against any use or disclosure that is not expressly permitted in these Terms and/or Privacy Policy. You may not issue any press release or make any public statement related to our Services, or use our name, trademarks, or logo, in any way (including in promotional material) without our advance written permission or misrepresent or embellish the relationship between us in any way.

YOU UNDERSTAND AND AGREE THAT ANY CONTENT DOWNLOADED OR OTHERWISE OBTAINED THROUGH THE USE OF THE PLATFORMS IS AT YOUR OWN DISCRETION AND RISK AND THAT YOU WILL BE SOLELY RESPONSIBLE AND LIABLE FOR ANY DAMAGE TO YOUR COMPUTER SYSTEM OR LOSS OF DATA OR ANY INFORMATION OR BUSINESS INTERRUPTION THAT RESULTS FROM THE DOWNLOAD OF CONTENT. NEST® SHALL NOT BE RESPONSIBLE FOR ANY LOSS OR DAMAGE CAUSED, OR ALLEGED TO HAVE BEEN CAUSED, DIRECTLY OR INDIRECTLY, BY THE INFORMATION OR IDEAS CONTAINED, SUGGESTED OR REFERENCED IN OR APPEARING ON THE PLATFORMS. YOUR PARTICIPATION IN THE PLATFORMS IS SOLELY AT YOUR OWN RISK. NO ADVICE OR INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED BY YOU FROM NEST® OR THROUGH NEST®, THEIR EMPLOYEES, OR THIRD PARTIES SHALL CREATE ANY WARRANTY NOT EXPRESSLY MADE HEREIN. YOU ACKNOWLEDGE, BY YOUR USE OF THE WEBSITE, THAT YOUR USE OF THE PLATFORMS IS AT YOUR SOLE RISK.

Subscription License _ NEST® grants subscribers a limited, revocable, non-exclusive, non-transferable and time-specific temporary license to use NEST® Services and/or features both in accordance with these Terms, the Privacy Policy, as well as in-tandem with active NEST® account subscription(s).

DISCLAIMERS AND LIMITATIONS

Disclaimers _ NEST® USERS ACCESS NEST SERVICES AT THEIR OWN RISK. EACH NEST® USER IS INDIVIDUALLY SUBJECT TO THE FOLLOWING DISCLAIMERS. NEST® PROVIDES FEATURES AND SERVICES ON AN “AS IS” BASIS. NEST® DOES NOT PROVIDE ANY EXPRESS OR IMPLIED WARRANTIES INCLUDING, BUT NOT LIMITED TO, ANY SUCH WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, NON-INFRINGEMENT AND/OR FREEDOM FROM COMPUTER VIRUSES AND/OR OTHER HARMFUL FORMS OF DIGITAL CODE. NEST DOES NOT WARRANT THAT ANY INFORMATION PROVIDED BY US OR OUR REPRESENTATIVES IS INHERENTLY ACCURATE, COMPLETE AND/OR USEFUL. NEST® FURTHER DOES NOT WARRANT THAT NEST SERVICES WILL ALWAYS REMAIN OPERATIONAL, ERROR-FREE, ENTIRELY SECURE, SAFE AND/OR THAT NEST® SERVICES WILL INHERENTLY FUNCTION WITH NO FORM OR TYPE(S) OF SERVICE DISRUPTIONS, DELAYS AND/OR COMPARABLE FORMS OF IDENTIFIED OR POTENTIAL IMPERFECTIONS. NEST® DOES NOT CONTROL, AND IS NOT RESPONSIBLE FOR CONTROLLING HOW OR WHEN CURRENT, ACTIVE OR FORMER NEST USERS ACTUALLY DO UTILIZE NEST NETWORKS OR SERVICES. NEST® IS NOT RESPONSIBLE FOR THE ACTIONS, DATA AND/OR INFORMATION (INCLUDING VARIED FORMS OF EITHER DIGITAL AND/OR REAL-WORLD CONTENT) OF NEST USERS AND/OR SUCH DATA OR INFORMATION DERIVED FROM ANY THIRD PARTIES. NEST USERS DO RELEASE NESTECH LTD, OUR AFFILIATES, DIRECTORS, OFFICERS, EMPLOYEES, PARTNERS AND NEST AGENTS (TOGETHER, “NEST® PARTIES”) FROM ANY CLAIM, COMPLAINT, CAUSE OF ACTION, CONTROVERSY AND/OR DISPUTE (TOGETHER, “CLAIM”) AND DAMAGES, KNOWN AND UNKNOWN, RELATING TO, ARISING OUT OF, OR IN ANY WAY CONNECTED WITH ANY SUCH CLAIM THAT USERS MAY HAVE AGAINST NEST® SERVICES AND/OR ANY THIRD PARTIES.

You agree to defend, indemnify and hold harmless NEST® and its agents, officers, employees, vendors and suppliers), including any costs and expenses (including attorneys’ fees), from and against any and all claims or demands made by third-parties from or related to (i) your use or misuse of the Website or application; (ii) your open uploads; (iii) your violation of these Terms; (iv) the violation of any applicable laws or regulations. NEST® reserves the right, at your expense, to assume the exclusive defense and control of any matter for which you are required to indemnify us, and you agree to cooperate with our defense of these claims. You agree not to settle any matter without the prior written consent of NEST®. NEST® will use reasonable efforts to notify you of any such claim, action or proceeding upon becoming aware of it.

Limitation of Liability _ THE NEST PARTIES WILL ARE NOT AND WILL NOT BE LIABLE TO USERS FOR ANY LOST PROFITS OR CONSEQUENTIAL, INDIRECT, SPECIAL, PUNITIVE, INDIRECT, OR INCIDENTAL DAMAGES RELATING TO, ARISING OUT OF, OR IN ANY WAY IN CONNECTION WITH NEST®’S TERMS, NEST® ITSELF AND/OR NEST SERVICES EVEN IF THE NEST PARTIES HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. NEST®S’ AGGREGATE LIABILITY AS IS SET TO BE RELATING TO, ARISING OUT OF OR IN ANY WAY DEEMED AS BEING IN CONNECTION WITH NEST TERMS, US AND/OR NEST® SERVICES WILL NOT EXCEED ONE HUNDRED UNITED STATES DOLLARS ($100) OR AN EQUIVALENT AMOUNT IN ANY VARIED, FUNGIBLE FIAT AND/OR CRYPTOCURRENCY FORM. THE LISTED FOREGOING DISCLAIMER AS RELATES TO CERTAIN DAMAGES AND EXPLICITY LIMITATION OF LIABILITY DOES APPLY TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAWS. THE LAWS OF SOME GEOGRAPHIES AND/OR JURISDICTIONS MAY THEMSELVES NOT ALLOW AN EXCLUSION OR LIMITATION OF CERTAIN FORMS OR TYPES OF DAMAGES, AS SUCH THEN SOME OR ALL OF AFOREMENTIONED AND ACTIVE EXCLUSIONS AND/OR LEGAL LIMITATIONS THAT ARE PARTIALLY HEREIN SET FORTH MAY NOT IN PRACTICE APPLY TO ONE OR MORE SPECIFIC USERS. NOTWITHSTANDING ANYTHING TO THE CONTRARY IN NEST®’S TERMS, IN SUCH CASES, THE LIABILITY OF NEST® WILL AND CAN BE THOUGHT OF AS BEING SUB SEQUENTIALLY ONLY LIMITED TO THE FULLEST EXTENTS AS ARE THEN PERMITTED BY SUCH APPLICABLE LAWS.

Digital Services _ NEST® Services, like all digital services, may be interrupted. This can be for a variety of reasons including but, not limited to, the required maintenance of systems or networks, features and/or upgrades and/or ecosystem equipment failures or enhancements. At some point of time in the future, NEST® may, at its sole discretion, discontinue some or all of NEST® Services including certain features and the support for certain devices and platforms. NEST® shall have no liability or obligation to inform the Users of such discontinuance at any time, however we will attempt to inform you of the same. Without prejudice to any other provisions of these Terms and/or Privacy Policy, we shall not be liable to indemnify you for any loss or/and damage or/and costs or/and expense that you may suffer or incur due to such discontinuance. NEST® and its licensors and affiliates make no representations or warranties of any kind, express, statutory or implied as to the operation of the Platforms, provision of Services or the information, content, materials, Services or the Platforms. NEST® and its licensors and affiliates disclaim all warranties, express, statutory, or implied, including, but not limited to, implied warranties of merchantability and fitness for a particular purpose and non-infringement. NEST® and its licensors and affiliates further do not warrant the accuracy or completeness of the information, text, graphics, links or other items contained within the Services or on the Platforms. NEST® is not responsible for the conduct of any User of Platforms. NEST® does not warrant or covenant that our Services and Platforms will be available at any time or from any particular location, will be secure or error-free, that defects will be corrected, or that the Services and access to the Platforms is free of viruses or other potentially harmful components. Any material or content downloaded or otherwise obtained through the use of our Services or the Platforms is provided on an as-is basis and is accessed at your own discretion and risk. You will be solely responsible for any damage to your computer system or loss of data that results from the download of any such material. No advice or information, whether oral or written, obtained by any User from the Platforms, or through or from the Services shall create any warranty not expressly stated herein. Further, NEST® shall not be held responsible for non-availability of the Platforms during periodic maintenance operations or any unplanned suspension of access to the Platforms that may occur due to technical reasons or for any reason beyond NEST®’s control. These limitations, disclaimer of warranties and exclusions apply without regard to whether the damages arise from: (i) breach of contract; (ii) breach of warranty; (iii) negligence; or (iv) any other cause of action, to the extent such exclusion and limitations are not prohibited by applicable law. UNDER NO CIRCUMSTANCES AND UNDER NO LEGAL OR EQUITABLE THEORY, WHETHER IN TORT, CONTRACT, NEGLIGENCE, STRICT LIABILITY OR OTHERWISE, SHALL NEST® OR ANY OF ITS AGENTS, VENDORS OR SUPPLIERS BE LIABLE TO YOU OR TO ANY OTHER PERSON FOR ANY INDIRECT, SPECIAL, EXEMPLARY, PUNITIVE, INCIDENTAL OR CONSEQUENTIAL LOSSES OR DAMAGES OF ANY NATURE ARISING OUT OF OR IN CONNECTION WITH THESE TERMS OR YOUR USE OF OR INABILITY TO USE THE PLATFORMS OR FOR ANY BREACH OF SECURITY ASSOCIATED WITH THE TRANSMISSION OF SENSITIVE INFORMATION THROUGH THE PLATFORMS OR FOR ANY INFORMATION OBTAINED THROUGH THE PLATFORMS, INCLUDING, WITHOUT LIMITATION, DAMAGES FOR LOST PROFITS, LOSS OF GOODWILL, LOSS OR CORRUPTION OF DATA, WORK STOPPAGE, ACCURACY OF RESULTS, OR COMPUTER FAILURE OR MALFUNCTION, EVEN IF AN AUTHORIZED REPRESENTATIVE OF THE OPERATOR HAS BEEN ADVISED OF OR SHOULD HAVE KNOWN OF THE POSSIBILITY OF SUCH DAMAGES.

GRIEVANCE OFFICER AND CUSTOMER SUPPORT

In the event you have any grievances or questions about the Platform or the Services or if you wish to make a complaint regarding any violation of the provisions of the Privacy Policy and the way your Personal Data is processed, you may contact us at the details as set out below, pursuant to which your grievance shall be redressed within 1 (one) month from the date of receipt of grievance/complaint. 

Name: CONTROLLER

Email ID: [email protected]

If you have any questions regarding the Services or the Platform or in relation to these Terms or the Privacy Policy, or if you want to exercise any of your rights under these Terms, you can contact us at [email protected].

EXTERNAL DISPUTES (OUTSIDE OF NEST®)

Resolving External Disputes _ NEST® Users agree to resolve any claim that is set against or is in part or whole relating to or arising out of NEST® Terms, us, or NEST® Services exclusively in the United Kingdom. NEST® Users also further agree to submit to associated personal jurisdictions of such courts for the purpose of litigating any and all such legal disputes. The laws of the United Kingdom do primarily define the User Agreement, the Terms, Privacy Policies as well as any and all similar or comparable disputes, whether they be in court and/or arbitration, or as which might arise between NEST® and any User and all such situations or activities do so without regard to any identified or potential conflict of legal stipulations or provisions.

DISPUTE RESOLUTION

Any complaint or dispute can be raised in writing to us at [NESTECH LTD, Office One, 1 Coldbath Square, Farringdon, London, EC1R 5HL].

If any disputes or claims arising under these Terms or the Privacy Policy or out of or in connection with the execution, interpretation, performance, or non-performance of these Terms or the Privacy Policy or in respect of the scope, validity or application of the Terms or the Privacy Policy, or the subject matter hereof (“Dispute”), representatives of the Parties shall cooperate, in good faith, to attempt to amicably resolve the Dispute.

All disputes that cannot be resolved by the Parties by discussion shall be settled by . The arbitral tribunal shall consist of 3 (three) arbitrators. Each Party shall appoint 1 (one) arbitrator each and the 2 (two) arbitrators so appointed shall appoint the 3^rd (third) arbitrator. The venue of arbitration shall be London. The language of the arbitration shall be English. The decision of the arbitrators shall be final, binding and incontestable and may be used as a basis for judgment thereon anywhere. Judgment upon any arbitral award rendered hereunder may be entered in any court having jurisdiction, or application may be made to such court for a judicial acceptance of the award and an order of enforcement, as the case may be.

Each Party to the arbitration shall cooperate with each other Party to the arbitration in making full disclosure of and providing complete access to all information and documents requested by such other Party in connection with such arbitration proceedings, subject only to any confidentiality obligations binding on such Party or any legal privilege applicable to any such information and/or documents. Each Party shall bear its own costs of the arbitration.

CLOSING AN ACCOUNT

Inapplicability of Terms _ Users may end these Terms with NEST® at any time. A NEST® User does so simply by deleting and/or similarly removing the NEST® app from their device or discontinuing usage of the Platforms and Services. Such NEST® application deletion or cessation of use of the Platforms and/or Services is concurrently considered to be a discontinuation of usage of NEST® Services and potentially of all User-associated subscription(s) and/or NEST® service authorization(s). NEST®, in our sole discretion, may modify, suspend, deactivate or terminate any Users’ access to or use of our NEST® Services anytime for any reason, without providing any prior notice to you. Such termination or suspension can be for, but is not limited to such events like: (i) when a User violates the letter or spirit of our Terms; (ii) have carried out unauthorized use of the Services and/or Platform; (iii) if you have used the Services and/or Platform in a manner that violates any applicable laws; and/or (iv) creates harm, risk, or possible legal exposure for NEST® through their own implementation or use of NEST® Services. If you wish to enquire about the suspension, deactivation or cancellation of your NEST® account or believe that a mistake has been made, you may email us with your query on [[email protected]]. If the User fails to raise a query within 1 (one) month of such suspension, deactivation or cancellation, the concerned NEST® account will be permanently deleted.

The rights of NEST® mentioned above are without prejudice to NEST®’s right to pursue any legal action/remedies.

You may terminate your NEST® account at any time by sending an email to [[email protected]]. Please note that if your NEST® account is terminated, we do not have an obligation to delete or return to you any User content you have posted to the Platforms including, but not limited to, any reviews or feedback, if any.

Notwithstanding any other provisions of these Terms, we reserve the right to suspend or discontinue the Services and/or Platforms either temporarily or permanently and either wholly or in part, for maintenance purposes or otherwise, without prior notice. In such a case, we will attempt to inform you of any suspension, discontinuation, or deletion of the Services and/or Platforms.

GENERAL

NEST® may, from time to time, update these Terms. Such updates or alterations to NEST® Terms and/or service policies will be stipulated in the “Last Modified” date as is listed on the User Agreement and Terms webpages. NEST® shall have no obligation to inform Users of any such updates or modifications of these Terms.

A NEST® User, through the continued use of NEST® Services, automatically confirms such Users’ acceptance of NEST®’s latest and/or updated Terms which may supersede any and all prior Terms as may have once been displayed. NEST® User Agreement, Privacy Policy and Terms cover the entire agreement between a User and NEST® in regard to use of NEST® Services, features and/or functions. If any User does not agree with NEST® Terms or wishes to not be bound thereby, then they must immediately stop using NEST® Services.

If NEST® fails to enforce any of such aforementioned Terms, this does not mean or imply NEST® or our associates do somehow thereby waive the future right to enforce them.

If any provision of these Terms, the User Agreement, and/or Privacy Policy is in the future somehow, in part or whole, deemed to be unlawful, void, or unenforceable, then and only at such a time may that specific and limited provision be deemed severable from NEST® Terms with such not affecting the enforceability of all remaining provisions.

NEST® Services are not intended for distribution into nor are they intended for use in any country, region, local or jurisdiction wherein such distribution or use of NEST® Services and/or features would violate local law(s) and/or would subject NEST® operations to any regulations in another country. Location specific and ongoing legal adherence is not monitored by NEST®. NEST® reserves all rights to limit services in any specific region, jurisdiction and/or country.

The User shall not have the right to assign or transfer the Terms or the Privacy Policy, or any part thereof, without the prior written consent of NEST®. Any assignment without such consent shall be void and have no effect. NEST® shall have the right to assign or transfer the Terms or the Privacy Policy without requiring the prior approval of the Users.  Subject to the foregoing, the Terms or the Privacy Policy will be binding upon, and inure to the benefit of, you and NEST® and their respective permitted successors and assigns.

No third party shall have any right or benefit under these Terms or the Privacy Policy or entitlement to enforce any term of either the Terms or the Privacy Policy.

NEST® and you are independent contractors, and you acknowledge and agree that nothing in the Terms or the Privacy Policy shall cause or constitute the NEST® and you to be partners, agents or fiduciaries of each other. You will have no authority to make or accept any offers or representations on our behalf. The Terms or the Privacy Policy will not create an exclusive relationship between you and NEST®.

Last updated on May 7, 2023