This Terms and Conditions Agreement (the "Agreement") dated as of the date of acceptance by means of a click-through, is made by and among Nestbox AI Inc ("Nestbox") and the entity designated by the registration data provided herewith ("Licensee") and applies to Licensee's use of Nestbox mobile apps and Licensee's use of services provided by Nestbox AI Inc ("Nestbox Services").
READ THIS LICENSE CAREFULLY BEFORE LOADING ANY SOFTWARE FROM Nestbox OR USING THE Nestbox SOFTWARE OR Nestbox SERVICES. BY LOADING THE Nestbox SOFTWARE OR USING THE Nestbox SERVICES, LICENSEE ACCEPTS AND AGREES TO BECOME BOUND BY THE TERMS OF THIS LICENSE. Nestbox RESERVES THE RIGHT TO MODIFY THE TERMS OF THIS AGREEMENT BY PROVIDING NOTICE OF CHANGES ON THE Nestbox WEBSITE. LICENSEE AGREES TO PERIODICALLY INSPECT THE Nestbox WEBSITE TO STAY INFORMED ABOUT SUCH CHANGES. LICENSEE AGREES THAT LICENSEE'S CONTINUED USE OF THE Nestbox SERVICE AFTER SUCH CHANGES ARE ANNOUNCED CONSTITUTES ACCEPTANCE OF SUCH CHANGES. Nestbox shall retain the ownership of the provided copy of Nestbox software and the documentation provided therewith (referred to as a single entity, or as components, as "the Licensed Software") which is licensed on a non-exclusive basis for use under the following conditions.
Subject to the terms hereunder, Nestbox hereby grants to Licensee a limited, non-exclusive, non-transferrable, revocable license, without the right to sub-license, to install and operate the Licensed Software and to operate an account on the Nestbox website and related applications solely for the benefit of Licensee and not for any third party, until the termination of this Agreement. Any rights not expressly granted hereunder are reserved. There are no implied rights of any kind. To the extent that the Licensed Software includes intellectual property rights of any third party ("Third Party Rights"), the license granted is to the extent that Nestbox is able to license such Third Party Rights.
Licensee shall not (a) make copies of or further distribute the Licensed Software, including copying onto any other medium, (b) distribute, rent, sublicense, lease, resell, or assign the Licensed Software, (c) alter, modify or adapt the Licensed Software or the Nestbox Services, including but not limited to, translating, decompiling, disassembling, reverse engineering, or creating derivative works, (d) export the Licensed Software without the appropriate foreign government licenses and without Nestbox's prior written approval, (e) resell, rent or otherwise provide access to the Nestbox Services to a third party or (f) take any action in an attempt to obtain any other Nestbox user's data, cause malfunction, crash, tamper with or otherwise impair the Nestbox website and related applications, and their services. Any rights not expressly granted hereunder are reserved by Nestbox.
No rights in the Licensed Software or Nestbox Services are granted, whether expressly or by implication, including, without limitation, any rights in any patents, copyrights, trademarks or trade secrets embodied therein, except in connection with the permitted uses expressly described herein.
Licensee agrees to timely pay the monthly or annual fees or API usage fees set out in the billing agreement unless otherwise agreed by written agreement. No refund policy. Nestbox may take additional hosting or other fees at their discretion, including but not limited to third-party hosting costs or in response to late payments from Licensee. Nestbox may change pricing at any time at their discretion. All charges are non-refundable.
End Customer Personal Information
NOTHING IN THIS AGREEMENT EXCLUDES OR LIMITS ANY LIABILITY TO THE EXTENT THAT THE SAME MAY NOT BE EXCLUDED OR LIMITED UNDER GOVERNING LAW. LICENSEE AGREES THAT THE LICENSED SOFTWARE AND Nestbox SERVICES ARE PROVIDED "AS IS." WITHOUT ANY WARRANTY EXPRESS OR IMPLIED AND WHETHER AS TO MERCHANTABILITY, FITNESS FOR PURPOSE OR INFRINGEMENT. NO WARRANTY OR REPRESENTATION IS GIVEN, AND/OR ANY LIABILITY IS ACCEPTED, BY Nestbox IN RELATION TO THIRD PARTY RIGHTS. ANY USE OF THE LICENSED SOFTWARE AND Nestbox SERVICES IS AT LICENSEE'S SOLE AND ABSOLUTE RISK. IN NO EVENT, WILL Nestbox OR ITS OFFICERS, DIRECTORS, EMPLOYEES, CONTRACTORS, AGENTS OR CONSULTANTS ("Nestbox PARTIES") BE LIABLE FOR ANY DIRECT, INDIRECT, SPECIAL, INCIDENTAL OR CONSEQUENTIAL DAMAGES ARISING OUT OF THE USE OF OR INABILITY TO USE THE LICENSED SOFTWARE OR THE Nestbox Services, ERRORS IN OR LOSS OF ANY DATA. SPECIFICALLY, Nestbox IS NOT RESPONSIBLE FOR ANY COSTS INCLUDING, BUT NOT LIMITED TO, THOSE INCURRED AS A RESULT OF LOST PROFITS OR REVENUE, LOSS OF USE OF THE LICENSED SOFTWARE OR Nestbox SERVICES, LOSS OF DATA, THE COSTS OF RECOVERING DATA, ANY LOSSES INCURRED ARISING IN ANY WAY FROM USE OF THE OFFLINE CREDIT PAYMENTS FEATURE, ANY CLAIMS BY THIRD PARTIES, OR FOR ANY OTHER SIMILAR COSTS, LOSSES, OR DAMAGES YOU MIGHT INCUR. Nestbox MAKES NO WARRANTY OF ANY KIND AS TO THE SUITABILITY OR ADEQUACY OF THE LICENSED SOFTWARE OR Nestbox SERVICES FOR A PARTICULAR PURPOSE OR NON-INFRINGEMENT. GIVEN THAT LICENSEE IS IN A BETTER POSITION THAN Nestbox TO FORESEE AND EVALUATE ANY POTENTIAL DAMAGE OR LOSS WHICH LICENSEE MAY SUFFER IN CONNECTION WITH THE USE OF THE LICENSED SOFTWARE AND/OR THE Nestbox Services AND THAT Nestbox CANNOT ADEQUATELY INSURE ITS POTENTIAL LIABILITY TO LICENSEE, LICENSEE ACKNOWLEDGES AND AGREES THAT THE EXCLUSIONS AND LIMITATIONS CONTAINED HEREIN ARE REASONABLE. TO THE EXTENT THAT THE FOREGOING LIMITATION OF LIABILITY IS DETERMINED BY A COURT WITH JURISDICTION TO BE UNREASONABLE, Nestbox'S AGGREGATE LIABILITY SHALL NOT EXCEED $100. LICENSEE SHALL ACT AT ALL TIMES TO MITIGATE ANY LIABILITY. LICENSEE ACKNOWLEDGES AND AGREES THAT SHARING OF ITS ACCOUNT INFORMATION, LOGIN INFORMATION OR PASSWORDS SHALL BE AT ITS SOLE AND ABSOLUTE RISK AND THAT Nestbox SHALL NOT BE LIABLE FOR ANY DAMAGE ARISING AS A RESULT OF SUCH SHARING.
Licensee may terminate this license no less than 60 days before the annual renewal by emailing firstname.lastname@example.org. Nestbox, in its sole discretion, has the right to suspend or terminate this license and your account and refuse any and all current or future use of the Nestbox Services for any reason at any time, including but not limited to selling prohibited or illegal products such as drugs or adding pornographic or inappropriate text or photographs. Licensee's duties to (i) pay amounts due and payable, (ii) refrain from any kind of reverse engineering or other act in violation of this agreement or (iii) indemnify Nestbox and the Nestbox Parties shall survive termination of this Agreement. Upon termination Licensee will destroy all copies of the Licensed Software and documentation onto which the Licensed Software or documentation has been installed. Upon termination Nestbox shall terminate the Licensee's access to their Nestbox account, the account itself and the data residing therein. Nestbox SHALL NOT BE RESPONSIBLE FOR LICENSEE ACCOUNT DATA AFTER TERMINATION. In addition, Nestbox reserves the right and Licensee acknowledges such right for Nestbox to terminate service of Licensee's account on 30 days' notice if Nestbox determines in its sole discretion that it is not capable of fully meeting the apparent requirements of Licensee.
Licensee agrees that the Licensed Software and the operation of the Nestbox Services and its processes are the confidential information of Nestbox and agrees not to disclose such software or such operation and processes to any third party. Licensee agrees that breach of this duty of confidentiality shall cause irreparable harm for which monetary damages would be difficult to quantify or insufficient and therefore Nestbox shall be entitled to immediate injunctive relief in the event of breach without an obligation of posting bond.
Marketing and Customer Programs
Licensee may be able to use the Services to create, send and manage marketing messages to your customers (Buyers) who have elected to receive offers and updates through LLMs developed in the platform. Nestbox is not involved in your marketing messaging to Buyers, except for providing the Services that facilitate the creation, delivery, and management of messages by you to Buyers. You are responsible for marketing messages that you send using the Services, the Content of those messages, and honoring any terms included in such messages, even if your Nestbox Account is closed, suspended, or terminated. You may not use the Services to send unsolicited bulk messages. If you offer a loyalty program to your Buyers through the Services, you agree to make available to your Buyers any terms and conditions applicable to your loyalty program. You are responsible for ensuring that your marketing messages, loyalty program, and any associated rewards are compliant with applicable federal, state, or local laws, including laws governing prepaid cards and special offers such as rebates and coupons. Buyers may be able to use the Services, including digital receipts, to submit feedback to you about their recent customer experience. When Buyers submit feedback using the Services, we share that feedback with you and allow you to send responses to Buyers who have enabled replies to their feedback. You may not use the feedback features of the Services: (a) to send responses to Buyers who have not enabled replies to their feedback, (b) to request Buyer Card Information, (c) to send Buyers marketing messages, requests for information, or other communications unrelated to their feedback, or (d) to send abusive, harassing, excessive or objectionable messages. If you do not wish to receive feedback or to report a problem with feedback from a Buyer, you should contact Nestbox Support.
Credit Card Processing Terms And Conditions
In certain cases Nestbox may provide payment processing services through its app integrations. Licensee hereby authorizes Nestbox to bind Licensee to the end-user license agreement proffered by its payment gateway provider(s) for the purpose of establishing Licensee as a customer of its payment gateway provider(s). Licensee is liable for all fees charged to Nestbox by its payment gateway provider(s) for Licensee's use of the payment gateway provider(s)'s systems and services Licensee shall: (i) make reasonable efforts to secure any credit card transaction data residing on the equipment owned, controlled or operated by Licensee from intrusion or unauthorized access, (ii) comply with all state and federal laws governing the disclosure and use of retail customer information, (iii) not use, disclose, store, sell or disseminate any credit/debit card-holder information obtained in a credit/debit card transaction processed through Nestbox or its payment gateway provider(s), including but not limited to storing private cardholder credit/debit card information such as card numbers, expiration dates and CVV numbers, outside of the payment gateway, except as permitted by the card-holder, (iv) comply with the requirements of any debit/credit card or other payment brand rules, including those related to data security and customer data. Licensee agrees that neither Nestbox nor its payment gateway provider(s) shall be liable for any improperly processed transactions, illicit access to Licensee's account with its payment gateway provider(s) or any of Licensee's transaction data or unauthorized disclosure and use of passwords or its payment gateway provider(s)'s account access information. Licensee agrees to immediately notify Nestbox in the event of any security breach of Licensee's systems or unauthorized access to Licensee's transaction data. YOU HEREBY INDEMNIFY AND AGREE TO HOLD Nestbox HARMLESS FROM ANY CLAIM, (INCLUDING ANY ASSOCIATED DAMAGES, COSTS AND REASONABLE ATTORNEYS FEES INCURRED BY Nestbox OR ITS AFFILIATES) BROUGHT AGAINST Nestbox OR ITS AFFILIATES BY ANY THIRD PARTY ARISING FROM OR IN CONNECTION WITH ANY LOSS OR DAMAGE WHOLLY OR PARTIALLY CAUSED BY YOUR USE OF THE OFFLINE CREDIT PAYMENTS FEATURE IN ORDER TO ACCEPT CREDIT CARD TRANSACTIONS WITHOUT AUTHORIZATION WHERE SUCH TRANSACTIONS ARE SUBSEQUENTLY DENIED BY THE TRANSACTION PROCESSOR FOR ANY REASON. LICENSEE AGREES THAT USE OF THE PAYMENT GATEWAY PROVIDER(S)'S SYSTEMS OR SERVICES IS AT LICENSEE'S SOLE AND ABSOLUTE RISK AND THAT NEITHER Nestbox, NOR ANY Nestbox PARTY SHALL BE LIABLE IN ANY WAY OR UNDER ANY THEORY IN THE EVENT OF ANY CLAIM, DAMAGE OR EXPENSE INCURRED BY LICENSEE ARISING FROM USE OF THE PAYMENT GATEWAY PROVIDER(S)'S SYSTEMS OR SERVICES.
All payments are nonrefundable.
Nestbox reserves the right to amend these Terms and Conditions at any time in Nestbox's sole discretion.
The Licensee represents and warrants that it has the due right and power to enter into this Agreement, entering into this Agreement will not cause the breach of any agreement Licensee has with a third party and that all of the registration information provided to Nestbox is accurate in all respects.
Choice of Law and Forum
This Agreement shall be construed under the laws of the State of New York, U.S.A. as applied to contracts performed entirely within the state. Any dispute arising under this Agreement shall be exclusively heard in the state or federal courts residing in New York County, New York, U.S.A. Each party hereto consents to the jurisdiction of such courts with regard to matters arising in connection with this Agreement and waives any claim it has that such a forum is inconvenient.
INFORMATION COLLECTION AND USE
We collect several different types of information for various purposes to provide and improve our Service to you. Types of Data Collected While using our Service, we may ask you to provide us with certain personally identifiable information that can be used to contact or identify you (Personal Data). Personally, identifiable information may include, but is not limited to:
Usage Data We may also collect information that your browser sends whenever you visit our Service or when you access the Service by or through a mobile device (Usage Data). This Usage Data may include information such as your computers Internet Protocol address (e.g. IP address), browser type, browser version, the pages of our Service that you visit, the time and date of your visit, the time spent on those pages, unique device identifiers and other diagnostic data.
USE OF DATA
Nestbox uses the collected data for various purposes:
To provide and maintain our Service
To notify you about changes to our Service
To allow you to participate in interactive features of our Service when you choose to do so
To provide customer support
To gather analysis or valuable information so that we can improve our Service
To monitor the usage of our Service
To detect, prevent and address technical issues
To provide you with news, special offers and general information about other goods, services and events which we offer that are similar to those that you have already purchased or enquired about unless you have opted not to receive such information
TRANSFER OF DATA
SECURITY OF DATA
YOUR DATA PROTECTION RIGHTS
Nestbox aims to take reasonable steps to allow you to correct, amend, delete, or limit the use of your Personal Data. If you wish to be informed about what Personal Data we hold about you and if you want it to be removed from our systems, please contact us via email at email@example.com In certain circumstances, you have the following data protection rights: The right to access, update, or delete the information we have on you. Whenever made possible, you can access, update, or request the deletion of your Personal Data directly within your account settings section. If you are unable to perform these actions yourself, please contact us to assist you. The right of rectification. You have the right to have your information rectified if that information is inaccurate or incomplete. The right to object. You have the right to object to our processing of your Personal Data. The right of restriction. You have the right to request that we restrict the processing of your personal information. The right to data portability. You have the right to be provided with a copy of the information we have on you in a structured, machine-readable, and commonly used format. The right to withdraw consent. You also have the right to withdraw your consent at any time where Nestbox relied on your consent to process your personal information. Please note that we may ask you to verify your identity before responding to such requests. You have the right to complain to a Data Protection Authority about our collection and use of your Personal Data. For more information, please contact your local data protection authority in the European Economic Area (EEA).
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