Terms of Service

 

TERMS OF SERVICE

These terms of use are entered into by and between You and NestScale (“Company”, “we”, or “us”). The following terms and conditions, together with any documents they expressly incorporate by reference (collectively, “Terms of Use”), govern your access to and use of www.nestscale.com, including any content, functionality, goods, and/or services offered on or through www.nestscale.com (the “Website”). If you have another written agreement with the Company then these Terms of Use also apply to you. However, if there is conflict between these Terms of Use and another written agreement with the Company, then the other written agreement shall control this issue.

Please read the Terms of Use carefully before you start to use the Website. By using the Website, you accept and agree to be bound and abide by these Terms of Use and our Privacy Policy, found at https://nestscale.com/privacy-policies , incorporated herein 
by reference. If you do not want to agree to these Terms of Use or the Privacy Policy, you must not access or use the Website.

This Website is offered and available to users who are 18 years of age or older. By using this Website, you represent and warrant that you are of legal age to form a binding contract with the Company and meet all of the foregoing eligibility requirements. If you do not meet all of these requirements, you must not access or use the Website.

IMPORTANT: PLEASE REVIEW THIS AGREEMENT CAREFULLY. IN PARTICULAR, PLEASE REVIEW THE MUTUAL ARBITRATION PROVISION, AS IT REQUIRES THE PARTIES TO RESOLVE DISPUTES ON AN INDIVIDUAL BASIS, TO THE FULLEST EXTENT PERMITTED BY LAW, THROUGH FINAL AND BINDING ARBITRATION. BY ACCEPTING THIS AGREEMENT, YOU ACKNOWLEDGE THAT YOU HAVE READ AND UNDERSTOOD ALL OF THESE TERMS OF USE, AND HAVE TAKEN THE TIME AND SOUGHT ANY ASSISTANCE NEEDED TO COMPREHEND THE CONSEQUENCES OF ACCEPTING THE TERMS.

1. Our Site. 

The Site provides information about the marketing, finance and operational insights, recommendations and analytics that NestScale provides to commerce companies, as well as related functionality. If you are a current or prospective customer of NestScale, you may also be required to execute a separate sales contract or similar agreement that contains customer-specific terms and conditions (“Customer Terms and Conditions”), including additional terms that apply to your purchase and use of our products and services other than the Site. To the extent any of the Customer Terms and Conditions differ or conflict with the terms of this Agreement, the terms in the Customer Terms and Conditions will prevail.

1.1.Eligibility. This is a contract between you and NestScale. You must read and agree to these terms before using our Site. If you do not agree, you may not use the Site. You may use the Site only if you can form a binding contract with NestScale, and only in compliance with this Agreement and all applicable local, state, national, and international laws, rules and regulations. Any use or access to the Site by anyone under 13 is strictly prohibited and in violation of this Agreement. The Site is not available to any Users previously removed from the Site by NestScale.

1.2.Limited License. Subject to the terms and conditions of this Agreement, you are hereby granted a non-exclusive, limited, non-transferable, freely revocable license to use the Site as permitted by the features of the Site. NestScale reserves all rights not expressly granted herein in the Site and the NestScale Content (as defined below). NestScale may terminate this license at any time for any reason or no reason.

1.3.Site Rules. 

You agree not to engage in any of the following prohibited activities:

  • Copying, distributing, or disclosing NestScale Content without proper attribution, including but not limited to pricing, product or service information, and other content on the Site, through actions such as:
    (a) replicating and sharing NestScale Content outside of the Site,
    (b) capturing and sharing screenshots from the Site, or
    (c) using automated or manual scraping methods;

  • Using automated systems like robots, spiders, or offline readers to access the Site in a manner that generates more requests to NestScale servers than a typical user could reasonably produce with a standard web browser (except for public search engines, which are permitted to use spiders to create searchable indices of publicly available materials, subject to revocation and excluding caches or archives);

  • Sending spam, chain letters, or other unsolicited communications;

  • Attempting to disrupt, compromise, or decipher transmissions to or from the Site’s servers, or compromising its system integrity or security;

  • Taking actions that impose an unreasonable or disproportionately large load on NestScale’s infrastructure, at the company’s discretion;

  • Uploading harmful or invalid data, such as viruses, worms, or other malicious software;

  • Interfering with the Site’s proper functioning;

  • Collecting or harvesting personally identifiable information, including account names, from the Site;

  • Renting, leasing, selling, sublicensing, or otherwise distributing the Site or its content for commercial purposes;

  • Attempting to reverse engineer, disassemble, decompile, or decode any software components of the Site;

  • Impersonating others, misrepresenting affiliations, committing fraud, or concealing your identity;

  • Removing proprietary notices from the Site or its content;

  • Accessing Site content using unauthorized technologies or methods;

  • Circumventing security measures designed to restrict access or copying of content, or enforcing limitations on its use;

  • Using the Site or its content in ways that infringe intellectual property rights, violate others’ rights, or breach any applicable laws.

For the purposes of this Agreement, “Intellectual Property Rights” means all patent rights, copyright rights, mask work rights, moral rights, rights of publicity, trademark, trade dress and service mark rights, goodwill, trade secret rights, and other intellectual property or proprietary rights as may now exist or hereafter come into existence, and all applications therefore and registrations, renewals and extensions thereof, under the laws of any state, country, territory or other jurisdiction.

1.4.Monitoring. Notwithstanding anything to the contrary in this Agreement, NestScale reserves the right to monitor and record how Users use the Site, including without limitation search terms they enter on the Site, for NestScale’s own purposes, including (a) to evaluate Users’ compliance with this Agreement and (b) to support and improve the Site and develop new products and services.

1.5.Changes to the Site.

We may, without prior notice, change the Site; stop providing the Site or features of the Site, to you or to Users generally; or create usage limits for the Site. We may permanently or temporarily terminate or suspend your access to the Site without notice and liability for any reason, including if in our sole determination you violate any provision of this Agreement, or for no reason. Upon termination for any reason or no reason, you continue to be bound by this Agreement.

1.6.Site Location. The Site is controlled and operated from facilities in Viet Nam. NestScale makes no representations that the Site is appropriate or available for use in other locations. Those who access or use the Site from other jurisdictions do so at their own volition and are entirely responsible for compliance with all applicable Viet Nam and local laws and regulations, including but not limited to export and import regulations.

1.7.Generative AI. NestScale may offer access to Generative AI tools on the Site, which can produce text, images, videos, sounds, or other outputs based on user prompts. By using these tools, you acknowledge and agree to the following:

  1. Risks: Generative AI may generate factually incorrect, biased outputs, or create data security and privacy vulnerabilities. It may also involve intellectual property (IP) risks and additional licensing terms.

  2. Third-Party Providers: Generative AI is supplied by third-party Providers, and NestScale is not responsible for their actions or omissions.

  3. Legal Disputes: Legal uncertainties exist around Generative AI, including the data used for training these tools.

  4. No Warranties: NestScale provides Generative AI “as is” without any guarantees, including warranties of merchantability, fitness for a particular purpose, or non-infringement.

  5. User Responsibility: You must not use Generative AI in ways that infringe on others’ intellectual property or rights.

  6. Liability Release: You assume all risks associated with using Generative AI. By using it, you agree to indemnify and release NestScale and its affiliates, employees, and agents from all claims, damages, or liabilities, including incidental or consequential damages (e.g., lost profits, business loss, or goodwill depletion).

This release covers all legal theories (contract, tort, statutory, etc.) and applies to all related parties, including successors, assigns, and affiliates, whether the claims are known or unknown, past or future, fixed or contingent.

2. Proprietary Rights.

2.1. User Content.Some areas of the Site allow Users to share content, such as profile details, cost data, shipping information, search queries, comments, and other similar content (“User Content”). By sharing User Content on the Site, you agree to the following:

Use of User Content: NestScale may create and use derivatives of your User Content for business purposes, including aggregating data, creating visual representations, improving the Site, training machine learning models, and developing new products or services. We take reasonable measures to ensure derivatives cannot identify the original User.

Your Responsibilities:

  • You guarantee that you have all necessary intellectual property rights to share the User Content.

  • You are responsible for obtaining any required consents for sharing third-party-related User Content.

  • You affirm that your User Content complies with applicable laws and is truthful, accurate, and complete to the best of your knowledge.

Grant of License:

You grant NestScale a royalty-free, sublicensable, transferable, perpetual, irrevocable, worldwide license to use, reproduce, modify, distribute, and create derivative works from your User Content in any form or media for business purposes as outlined in this agreement.

NestScale is not obligated to pay any fees, royalties, or other compensation for its use of User Content.

Liability Disclaimer:

NestScale is not responsible for User Content shared by you or third parties on the Site.

You are solely responsible for your User Content and its consequences. NestScale serves as a passive platform for sharing and distribution.

You agree that NestScale is not liable for any damages arising from or related to User Content.

By sharing User Content, you accept these terms and acknowledge that NestScale may use it in connection with its business operations.

2.2. Ownership and Restrictions on NestScale Content

Unless explicitly stated otherwise, all content and materials on the Site, including derivative works generated from User Content, software, images, text, graphics, illustrations, logos, patents, trademarks, copyrights, photographs, audio, videos, music, and other related intellectual property (collectively, “NestScale Content”), are the exclusive property of NestScale and its licensors, including Users who share User Content on the Site.

This Agreement does not grant you any license to NestScale Content or associated intellectual property rights. You agree not to:

Sell, license, rent, modify, distribute, copy, reproduce, transmit, publicly display or perform, publish, adapt, edit, or create derivative works from any NestScale Content.

Any use of NestScale Content outside the scope explicitly permitted by this Agreement is strictly prohibited.

2.3. Sharing Ideas

If you share comments or suggestions about the Site or our products (“Ideas”), you agree to the following:

  1. Voluntary Sharing: Your submission is voluntary, unsolicited, and without restrictions. It does not create any obligation for NestScale, including fiduciary duties.

  2. Use of Ideas: NestScale is free to use your Ideas without providing compensation and may disclose them publicly or privately on a non-confidential basis.

  3. Retention of Rights: By submitting Ideas, you acknowledge that NestScale retains the right to use similar or related ideas that it already knows, develops independently, or obtains from other sources.

3. NestScale Products and Services.

3.1.Customer Terms and Conditions. If you elect to purchase or access to our paid products and services, you may be required to agree to separate Customer Terms and Conditions that pertain to the specific product and services being purchased. Such separate Customer Terms and Conditions (if any) will have customer-specific provisions and will override any conflicting terms in this Agreement. Default subscription terms are on a month-to-month basis, subject to any overriding terms agreed upon in a separate writing.

3.2.Payment of Fees. NestScale’s standard fees for each service are set forth on our Site (example: https://nestscale.com/nestads/nestads-pricing ) (called Pricing URLs), and are generally due in US Dollars on a monthly basis. Such fees and rates are subject to change from time to time and will be posted to the same Pricing URLs. NestScale and you may agree to separate pricing and payment terms, which will be set out in a separate Customer Terms and Conditions or other writing between NestScale and you, which separate terms shall override these default terms. All fees and other amounts payable by you are exclusive of taxes and similar assessments. Customer is responsible for all sales, use, and excise taxes, and any other similar taxes, duties, and charges of any kind imposed by any federal, state, or local governmental or regulatory authority on any amounts payable by you hereunder. Fees are charged for a full month period and will continue to be due until you provide NestScale with 30 days advance notice of termination or non-renewal. NestScale may immediately terminate your access at any time, and no subscription fees will be due for the period after such termination.

3.3.Refunds. NestScale Plans (as further described at the Pricing URLs) come with a 30 day money back guarantee: If you don’t receive value from the NestScale service within the first 30 days of using the service, just message us to request a refund. The guarantee set forth in this Section must be requested, in writing, prior to the end of the period set forth above. You may only use the guarantee once. If you attempt to message us and do not receive a reply, please follow up with us in writing.

4. No Professional Advice. If the Site provides professional information (for example, financial, tax, or legal), such information is for informational purposes only and should not be construed as professional advice. No action should be taken based upon any information contained in the Site or otherwise provided by NestScale. You should seek independent professional advice from a person who is licensed and/or qualified in the applicable area.

5. Privacy. We take measures to protect your privacy. For more information about our privacy practices, please refer to our Privacy Policy.

6. Security. NestScale takes measures regarding maintaining the integrity and security of your personal information. However, we cannot guarantee that unauthorized third parties will never be able to defeat our security measures or use your personal information for improper purposes. You acknowledge that you provide your personal information at your own risk.

7. Copyright Infringement. If you believe your copyright has been violated on our Site, you can file a notice under the Digital Millennium Copyright Act (DMCA). To do so, provide the following information to our contact: Email: [email protected] 

  1. A description of the copyrighted work (e.g., title, type, and publication date, if applicable).

  2. Details of where the infringing material is located on our Site (e.g., URL or screenshot).

  3. Your contact information (address, phone number, and email).

  4. A statement of good faith belief that the use is unauthorized and not permitted by law.

  5. A declaration, under penalty of perjury, that your notice is accurate and you are authorized to act on behalf of the copyright owner.

If your content was removed by mistake, you can file a counter-notification to the same agent. NestScale reserves the right to terminate accounts of repeat infringers.

8. Third-Party Links and Information. The Site may contain links to third-party materials that are not owned or controlled by NestScale. NestScale does not endorse or assume any responsibility for any such third-party sites, information, materials, products, or services. If you access a third-party website or service from the Site or share your User Content on or through any third-party website or service, you do so at your own risk, and you understand that this Agreement and NestScale’s Privacy Notice do not apply to your use of such sites. You expressly relieve NestScale from any and all liability arising from your use of any third-party website, service, or content. Additionally, your dealings with or participation in promotions of advertisers found on the Site, including payment and delivery of goods, and any other terms (such as warranties) are solely between you and such advertisers.

You agree that NestScale shall not be responsible for any loss or damage of any sort relating to your dealings with such third parties or advertisers.

9. Referrals.  NestScale may occasionally offer rewards or incentives for referring new users to its Services. For current referral details, visit https://nestscale.com/affiliates.

  1. Eligibility:

    • The referring user (“Referrer”) can refer individuals or entities who are not current customers or registered users of NestScale Services (“Referees”).

    • A registered user is anyone with an active NestScale account.

    • Referees must be first-time participants; duplicate referrals for the same individual or entity will not qualify.

  2. Rewards:

    • Referrers earn rewards for each eligible Referee who signs up and enters a customer agreement with NestScale.

    • Limits may apply to the number of referrals or total rewards, as detailed on the referral page.

  3. Program Changes and Revocation:

    • NestScale may modify or cancel referral offers at any time.

    • Rewards can be revoked if NestScale determines misuse, unfair advantage, or violations of the offer’s terms or spirit.

    • In cases of misuse, NestScale may also charge the Referrer or Referee for any improperly obtained rewards or incentives.

  4. Conditions:

    • Referral offers are subject to additional terms and conditions outlined on the referral page or during the offer.

By participating, you agree to these terms and acknowledge that NestScale retains discretion over all aspects of the referral and affiliate program.

10. Indemnity. You agree to defend, indemnify, and hold harmless NestScale, its subsidiaries, agents, licensors, employees, contractors, officers, directors, and affiliated companies from any claims, damages, losses, liabilities, costs, and expenses (including attorney’s fees) arising from:

  1. Your use of the Site, including any data or content you transmit or receive.

  2. Your violation of any terms in this Agreement, including breaches of your representations and warranties.

  3. Your violation of third-party rights, including privacy, confidentiality, or intellectual property rights.

  4. Your violation of any applicable law, rule, or regulation.

  5. User Content, including misleading or inaccurate information.

  6. Your negligence or willful misconduct.

  7. Any unauthorized access or use of the Site with your username, password, or security credentials.

This indemnity applies to any claims related to your actions or misuse of the Site.

  1. NO WARRANTY

THE SITE AND ALL ASSOCIATED SERVICES AND PRODUCTS ARE PROVIDED “AS IS” AND “AS AVAILABLE.” YOU USE THE SITE AT YOUR OWN RISK. TO THE MAXIMUM EXTENT ALLOWED BY LAW, NESTSCALE AND ITS AFFILIATES PROVIDE THE SITE AND SERVICES WITHOUT ANY WARRANTIES, EXPRESS OR IMPLIED, INCLUDING IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR NON-INFRINGEMENT. NESTSCALE DOES NOT GUARANTEE THE ACCURACY, RELIABILITY, OR CORRECTNESS OF ANY CONTENT, OR THAT THE SITE WILL BE AVAILABLE, UNINTERRUPTED, OR SECURE. ANY CONTENT YOU DOWNLOAD IS AT YOUR OWN RISK, AND YOU ARE RESPONSIBLE FOR ANY DAMAGE TO YOUR COMPUTER OR DEVICE. NESTSCALE ALSO DOES NOT ENDORSE OR TAKE RESPONSIBILITY FOR ANY THIRD-PARTY PRODUCTS OR SERVICES ADVERTISED OR OFFERED THROUGH THE SITE.

SOME JURISDICTIONS MAY NOT ALLOW EXCLUSIONS OF CERTAIN WARRANTIES, SO THESE EXCLUSIONS MAY NOT APPLY TO YOU.

  1. LIMITATION OF LIABILITY

TO THE MAXIMUM EXTENT PERMITTED BY LAW, NESTSCALE AND ITS AFFILIATES ARE NOT LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, PUNITIVE, OR CONSEQUENTIAL DAMAGES, INCLUDING LOST PROFITS, GOODWILL, DATA, OR OTHER INTANGIBLE LOSSES, ARISING FROM YOUR USE OF THE SITE OR ANY ASSOCIATED SERVICES. NESTSCALE IS ALSO NOT RESPONSIBLE FOR ANY DAMAGES OR LOSSES CAUSED BY UNAUTHORIZED ACCESS, HACKING, OR TAMPERING WITH THE SITE OR YOUR ACCOUNT.

NESTSCALE ASSUMES NO RESPONSIBILITY FOR (a) CONTENT ERRORS OR INACCURACIES; (b) PERSONAL INJURY OR PROPERTY DAMAGE RELATED TO YOUR USE OF THE SITE; (c) UNAUTHORIZED ACCESS TO SECURE SERVERS OR PERSONAL INFORMATION; (d) SITE INTERRUPTIONS OR TRANSMISSION ISSUES; (e) VIRUSES OR OTHER HARMFUL COMPONENTS TRANSMITTED THROUGH THE SITE; (f) LOSSES RESULTING FROM USER-GENERATED CONTENT OR THIRD-PARTY CONDUCT.

13. Arbitration and Class Action. READ THIS SECTION CAREFULLY BECAUSE IT REQUIRES THE PARTIES TO ARBITRATE THEIR DISPUTES AND LIMITS THE MANNER IN WHICH YOU CAN SEEK RELIEF FROM NestScale. For any dispute with NestScale, you agree to first contact us at [email protected] and attempt to resolve the dispute with us informally. 

WITH RESPECT TO ALL PERSONS AND ENTITIES, REGARDLESS OF WHETHER THEY HAVE OBTAINED OR USED THE SITE AND ANY ASSOCIATED SERVICES AND PRODUCTS FOR PERSONAL, COMMERCIAL OR OTHER PURPOSES, ALL CLAIMS MUST BE BROUGHT IN THE PARTIES’ INDIVIDUAL CAPACITY, AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS ACTION, COLLECTIVE ACTION, PRIVATE ATTORNEY GENERAL ACTION OR OTHER REPRESENTATIVE PROCEEDING. THIS WAIVER APPLIES TO CLASS ARBITRATION, AND, UNLESS WE AGREE OTHERWISE, THE ARBITRATOR MAY NOT CONSOLIDATE MORE THAN ONE PERSON’S CLAIMS. YOU AGREE THAT, BY ENTERING INTO THIS AGREEMENT, YOU AND NESTSCALE ARE EACH WAIVING THE RIGHT TO A TRIAL BY JURY OR TO PARTICIPATE IN A CLASS ACTION, COLLECTIVE ACTION, PRIVATE ATTORNEY GENERAL ACTION, OR OTHER REPRESENTATIVE PROCEEDING OF ANY KIND.

14. General.

14.1.Assignment. This Agreement, and any rights and licenses granted hereunder, may not be transferred or assigned by you, but may be assigned by NestScale without restriction. Any attempted transfer or assignment in violation hereof shall be null and void.

14.2.Notification Procedures and Changes to the Agreement. NestScale may provide notifications, whether such notifications are required by law or are for marketing or other business related purposes, to you via email notice, written or hard copy notice, or through posting of such notice on our website, as determined by NestScale in our sole discretion. NestScale reserves the right to determine the form and means of providing notifications to our Users, provided that you may opt out of certain means of notification as described in this Agreement. NestScale is not responsible for any automatic filtering you or your network provider may apply to email notifications we send to the email address you provide us. NestScale may, in its sole discretion, modify or update this Agreement from time to time, and so you should review this page periodically. When we change the Agreement in a material manner, we will update the ‘last modified’ date at the top of this page and notify you that material changes have been made to the Agreement. Your continued use of the Site after any such change constitutes your acceptance of the new Website Terms of Site. If you do not agree to any of these terms or any future Website Terms of Site, do not use or access (or continue to access) the Site.

14.3.Entire Agreement/Severability. This Agreement, together with any amendments and any additional agreements you may enter into with NestScale in connection with the Site, shall constitute the entire agreement between you and NestScale concerning the Site. If any provision of this Agreement is deemed invalid by a court of competent jurisdiction, the invalidity of such provision shall not affect the validity of the remaining provisions of this Agreement, which shall remain in full force and effect, except that in the event of unenforceability of the universal Class Action/Jury Trial Waiver, the entire arbitration agreement shall be unenforceable.

14.4.No Waiver. No waiver of any term of this Agreement shall be deemed a further or continuing waiver of such term or any other term, and NestScale’s failure to assert any right or provision under this Agreement shall not constitute a waiver of such right or provision.

14.5.Contact. Please contact us at [email protected] with any questions regarding this Agreement.