Foreword

Effective as of 9th May 2022

Please read our Terms of Service (“agreement”) carefully because these terms govern your access and use of our site and application.

In these Terms of Service, the NestScale website (“https://nestscale.com/”, which is referred to as “the Site”) and the services accessible from the NestScale website are collectively referred to as “the Services.” “User”, “you”, “your” refers both to you as an individual and to the entity you represent. The provider of the Services is referred to as the “Company”, “we”, “us”, “our”, or “NestScale”

By accepting this agreement, you agree to be bound by these Terms of Service. If you do not agree to these Terms of Service, please do not use our services. If you violate any of these Terms of Service, we reserve the right to cancel your account or block access to your account without notice.

Access to the services

NestScale users have access to the Services as described on the Site, and the accessible features vary in accordance with the selected service subscription plan, as offered and detailed on the Site. Users are also provided applicable standard customer support for the Services at no additional charge. During the subscription term, NestScale may modify the features and functionality of the Services for which users will be given commercially reasonable notice of any deprecation of any feature or functionality in advance.

We will make commercially reasonable efforts to provide this Site and the Services 24 hours a day, 7 days a week. However, you acknowledge and agree that there are times the Site and/or the Services may be inaccessible due to several reasons including, but not limited to, repairs and periodic maintenance (of which we will notice our users in advance), equipment malfunctions, network interruption, or other force majeure events that we have no control over.

Unauthorized access and/or use of the Site and the Services are strictly inhibited, and we reserve the right to take necessary measures in conformity with applicable law to prevent them such as technological barriers and contacting your Internet Service Provider regarding the unauthorized use.

User guidelines

Eligibility requirements

You must be eighteen or older to use the Services and have the legal capacity to be bound by this Agreement. By entering into this Agreement, you represent and warrant that: (a) You have not been previously suspended or removed from the Site and the Services by NestScale; (b) You are not a competitor of NestScale; and (c) By entering into this Agreement, you will not violate any other agreement that you are one of the parties.

When you enter into this Agreement on behalf of a corporate entity, you represent and warrant that you are legally authorized, and you have full power to bind such corporate entity to the Terms. NestScale will not and cannot be liable for any loss or damage incurred due to any false information that we reasonably believe to be provided by an authorized representative of your corporate entity. 

NestScale reserves the right, but is not obligated, to request additional information for further authentication and verification of your compliance with the eligibility requirements set forth above as well as other terms and conditions of this Agreement.

Registration

You have to create a User Account to use NestScale Services. A user account must be registered by a human; account registration by automated means such as “bots” are not allowed. Except for the case of corporate entity representatives, you cannot use the Services or create an account on behalf of someone other than yourself. Each user may not maintain many active free trial accounts at a time. If you violate this provision, NestScale reserves the right to suspend or terminate any or all your accounts.

To create a User Account, you will have to provide certain information as requested by NestScale. All the information for the account registration must be accurate, complete, and current, and it is important that you update that information as frequently as needed. Providing misleading or fraudulent information to NestScale will lead to termination or suspension of your account.

You agree that you are responsible to keep your account password and confidential information safe by not sharing it to any unauthorized person. Please notify NestScale immediately of any breach of security or unauthorized access of your account. You are responsible for all activities that occur under your Account. 

NestScale cannot be liable for any loss or damage resulting from your noncompliance with this provision. However, you may be liable for any loss or damage to NestScale that arises from your account, whether conducted by you or any authorized/unauthorized person.

User Code of Conduct

In your use of the Services, you acknowledge and agree that: 

i. You will not perform, promote, or encourage any abusive, fraudulent, or illegal activity. 

ii. You will answer promptly to NestScale request for additional information, approvals, or authorizations that are necessary for us to provide NestScale Services in accordance with this Agreement, and you will make sure your provided information is complete, accurate and current.

iii. You will not modify, alter, or hack the Site and the Services. Any actions, as well as any code, files, programs that are potentially capable of disrupting, damaging, or affecting the security and the performance of the Services are highly and strictly prohibited. Furthermore, you must not attempt to discover the source code of any software that makes up the Services or try to get unauthorized access to the Site, the Services or any related systems and networks.

iv. You will not perform any kind of verbal or written abuse to any of our customers and employees. NestScale will limit or deny your access to our customer support if you violate this provision.

v. You will not infringe on the intellectual property rights of NestScale, or any other person or entity. You must not copy or distribute copyrighted material, including but not limited to any part of this Site or the Services without the prior express consent of the copyright owners.

vi. You will not violate the privacy or publicity rights of any person or entity, including making unsubstantiated claims or using deceptive language to impersonate others, misleading anyone to falsely assume your identity or falsely identify the information source.

vii. You must not resell, duplicate, or provide NestScale Services for commercial purposes without NestScale prior written consent

NestScale may cancel the Services, terminate, or suspend associated accounts of any user who shows signs of abuse or suspicious account activity or purchase. We reserve the right to limit future access to the Site and/or the Services to users who: (a) was previously terminated or suspended due to violation of this Agreement or any NestScale policy, (b) engages or has engaged in inappropriate or illegal activity using the Services.

Account Access for Support

In some situations, we may need to access your account in order to identify a problem. You agree that when you contact our support team, it will be assumed that you give NestScale employees permission to access your account to assist you if needed. In case you have concerns about account access, please notify our support team and specify your request for access limit. Your requests will be taken seriously and followed to the greatest degree possible.

Cancellation

You can cancel your plan and downgrade to Free plan from the “Pricing Plan” page in NestScale apps. The account owner (“Admin”) is the only user who has access to this page.

Cancellations will be effective immediately. If you want to maintain your plan until the end of a billing cycle, please wait until the billing period has completed before canceling.

We may keep residual account information in backup for a period of time even after you have deleted NestScale. If you wish to fully remove your information from our database, please notify our support team, and we shall make reasonable commercial efforts to delete your information as soon as possible

Account Suspension and Termination

NestScale, in its sole discretion, has the right to limit your use of the Services, suspend or terminate your account when: (a) we do not receive your payment for your subscription plan when it is due, (b) we have evidence to reasonably suspect you of breaching this Agreement and/or other applicable provisions, (c) we are obliged by law or any authority that have jurisdiction over our business operation, and (d) we have security concerns about your account. 

In the case of overdue payment, your access to the Services will be suspended until the payment is completed and the billing cycle is continued.

Payment

Payment & Billing

NestScale does offer a free trial for each subscription plan, as specified on the pricing page. When the free trial expires, you will have to make a payment in accordance with the current pricing if you wish to continue using the Services.

Monthly billing cycles will be based on the date of the month you purchase the Services. The length of a billing cycle is 30 days.

Upgrades

Any incremental charges related to upgrading your plan, such as increasing the number of agents during your subscription, will be charged in the same billing cycle. Plan subscription fees will only be charged in accordance with the remaining days of the billing cycle.

Refund

The payments for the use of the Services are not refundable by NestScale. The lack of use after payment, account deactivation, or account termination request, in particular, does not entitle you to a refund of your payments to NestScale.

Taxes

Taxes are not included in our charges unless otherwise specified. All such taxes, or charges are your responsibility. You agree to pay any taxes that may be imposed as a result of your use of the Services or any payments you make for NestScale.

Price Changes

NestScale reserves the right, in compliance with the Terms, to change the prices or billing terms at any moment. Such changes will be published on the Site and may take effect immediately without further notice to users. However, we make reasonable commercial efforts to send you email and in-app notifications of these price changes. If you have purchased or received Services for a period of months, price and fee adjustments will take effect when the Services in issue are due for renewal (next billing cycle). In case a user adds more additional agents that exceed the subscription plan when the billing cycle has not ended, new pricing will be applied for the additional agents only, and new plan subscription fee will be applied starting from the next billing cycle.

Intellectual Property

Except for the limited rights required for us to provide the Services to you, these Terms of Service do not grant us any licenses or rights to your content and material. We claim no ownership right to the content you create in your NestScale account, nor to any reporting data we acquire from your use of the Services. By using the Services, you agree that we may use this data to provide the Services to you and that we may combine it with anonymized data from other organizations to provide benchmarking and public reports, as long as the data is anonymized and does not identify you.

NestScale’s content and logo are trademarks of NestScale and must not be used, copied, duplicated, or reused without our express written consent. By using the Services, you do not acquire any ownership rights.

Disclaimer

You fully acknowledge and agree that you are solely responsible for your use of the Services. The Services and the Site are given “as is” and “as available,” with no explicit or implied representations and warranties of any kind, to the fullest extent permitted by law. No oral or written information or advice provided by NestScale, its officers, employees, or any third-party service providers will constitute legal or financial advice or create any kind of warranty with respect to the Site or the Services. You acknowledge and expressly agree that NestScale has no control over the authenticity, reliability, or validity of any information, material, service, or merchandise made available or accessible through the Services. In addition, you acknowledge and agree that we make no warranty that the services will always be uninterrupted, secure, error-free, or have no risks of viruses or other malicious software. 

Limitation of Liabilities

You agree that you are solely responsible for your use of the Site and the Services. NestScale will not be subject to liability for any direct or indirect damages of any kind, including but not limited to, loss of property, lost profits, lost data, business interruption, or any other damages based on contract, tort, or otherwise, whether or not NestScale has been advised of the possibility of such damages. 

To the fullest extent permitted by law, these limitations of liabilities applied to all damage resulting from the use of, or inability to use, the Services under any cause or action of any jurisdiction. You acknowledge and agree that the total liability of NestScale shall not exceed the total amount of fees that you paid NestScale in the last twelve (12) months prior to the date on which you first assert a claim.

Indemnification

You agree to defend, indemnify and hold NestScale, its parent company, officers, employees, affiliates, partners and providers harmless from any claims, demands, liabilities, damages, charges, expenses, or loss brought by any third party arising from (a) your use of the Services and your account by you or any third party, (b) your breach of these Terms of Service, and (c) your infringement of any third-party right, law or any regulation of any jurisdiction.

Amendment

We reserve the right, in our sole discretion, to modify, add to, replace, or remove any portion of these Terms of Service at any time, and these modifications shall be effective immediately once posted on the Site, with or without prior notice. However, we will make reasonable commercial efforts to send you email notifications of any changes. NestScale will not be held liable or responsible if you do not receive any notification as a result of an incorrect email address.

Do not use/continue to use the Services if you do not agree with any changes or modifications to these Terms of Services. Continued use of the Services after such changes shall constitute your total acceptance of such changes.

Compliance with local laws

NestScale does not represent or warrant that the content provided on this Site or the Services available are suitable in every country or territory. Users who choose to access the Site or use the Services are responsible for adhering to all applicable local laws, rules, and regulations.