Nesting.com Terms of Use

1. Welcome to our Website.

   Welcome to the website identified by the domain name nesting.com ("Website"), and the content and services available at the Website (the Website and such content and services are, collectively, the "Service"). The Service is provided by Nesting, LLC and its affiliates ("we," "us," or "our") in accordance with these Terms of Use.

2. These Terms of Use Form a Contract.

   A. By using the Service, you electronically agree that the following terms govern your use of the Service (the "Terms of Use"). You should not use the Service if you do not agree to these Terms of Use. Please review these Terms of Use carefully since it constitutes a legally binding contract between you and us.

   B. By using the Service, you consent to receive notices and updated terms from us electronically, you consent to the terms of our Privacy Policy which are published on the Website, and you consent to resolve any disputes with us in Los Angeles, California. You agree that all content offered through the Service (the "Content") is licensed, not sold, and subject to copyright and trademark protection. We grant you permission to use the Service and such Content only in accordance with these Terms of Use and the usage rules that accompany the Content.

3. Usage Rules

   A. Your use of the Service is limited to your personal, non-commercial use. You may not copy or download any part of the Service.

   B. The Service may include features that allow you to: (1) download and view certain Content which you may view, (2) view certain Content on-demand as streaming video, and (3) download and burn certain Content to optical media or transfer to portable devices. Your use of these features is limited to your personal, non-commercial use, and you may not otherwise copy or distribute the Content or otherwise use the Content for any other purposes.

   C. The Service may include features that allow you to submit and download Content you or other users of the Service create ("User Content") and the hosting, sharing and/or publishing of such User Content. Our respective rights and obligations with respect to User Content will be governed by these Terms of Use. We will have no liability to you with respect to any User Content, including with respect to the confidentiality of any submissions by you.

   D. You will not attempt to alter or modify any part of the Website or use the Website for any purpose other than its intended purpose, and subject to these Terms of Use.

   E. In order to access certain portions or features of the Service, we may require that you register with us and establish an account. You will not use the account of another person without permission. When you create an account, you agree to provide accurate and complete information. You are solely responsible for any activity on your account and for maintaining security of your password. You will notify us immediately after you become aware of any unauthorized use of your account. We will have no responsibility for any loss or expense you incur by reason of the use of your account, whether authorized or unauthorized, and you agree to hold us harmless for any expenses or losses we may incur by reason of the use of your account.

   F. You will not attempt to collect or harvest any personally identifiable information, including account names of other users of the Service. You will not solicit any users of the Service for any commercial purposes, including with respect to any User Content. You will not use the Service to communicate with other users or for any commercial purpose.

   G. Your use of the Service exposes you to User Content from a variety of sources, and that we are not responsible for the accuracy, usefulness, safety, appropriateness or intellectual property rights of or relating to such User Content. You acknowledge that User Content may violate all or some of our Usage Rules and may be inappropriate, obnoxious, obscene, offensive or unlawful. We will have no liability to you on account of our failure (negligent or otherwise) to enforce these Terms of Use. You waive any rights or remedies you have or may have against us with respect thereto, and agree to indemnify and hold us, and our affiliates, and/or licensors, and our and their respective owners, employees, representatives, officers and directors harmless to the fullest extent allowed by law regarding all matters related to your use of the Service.

   H. You will not use the Service in any way that may damage, disable, overburden, or impair our servers or networks or interferes with any other party's use and enjoyment of the Service. You will not try to gain unauthorized access to any services, user accounts, computer systems or networks, through hacking, password mining or any other means.

   I. You understand and agree that the Service may include advertisements and that without these advertisements we could not provide the Service. You also understand and agree that the Service may include certain communications from us, such as service announcements and administrative messages, and that these communications are considered part of nesting.com membership and you will not be able to opt out of receiving them. Unless explicitly stated otherwise, any new features that augment or enhance the current Service, including any new Service, shall be subject to these Terms of Use.

4. User Content

   A. You give us the right and option to allow the User Content you provide ("Your User Content") to be viewed and downloaded by other users of the Website in the same manner and to the same extent as other Content, or on a more restricted basis, depending on the area of the Website for which you provide Your User Content. Your User Content that is posted in public areas of the Website, such as the "Conversations" area, will be available for viewing by all users of the Website. Your User Content that is posted in restricted areas of the Website, such as the "Personal Photos" area will be available for viewing by you and those users of the Website whom you authorize to view such photos.

   B. You represent, warrant and agree that:

   1. you own all necessary rights to Your User Content, including all intellectual property (copyrights, trademarks, patents, trade secrets, and personal rights of publicity and privacy) rights, to both the video and audio components thereof, and all intellectual property associated with Your User Content to enable their use in accordance with these Terms of Use;
   2. you are responsible for paying any license, guild or other fees to third parties for reproduction, distribution or other use of Your User Content;
   3. downloading and permitting the viewing and other use of Your User Content by the Service does not violate any legal rights of any third person;
   4. you have the written consent of all identifiable persons appearing in any of Your User Content to use his or her name and likeness to enable their use in accordance with these Terms of Use;
   5. the distribution of Your User Content will otherwise comply with all of the terms of these Terms of Use; and
   6. we have the right to use your name in connection with our use of Your User Content.

   C. You will not submit any User Content that:

   1. is subject to any third party legal rights, including copyright, privacy and publicity rights, unless you have written permission to do so or are the owner of such rights;
   2. is libelous, unlawful, obscene, threatening, racially or ethnically offensive;
   3. is unsuitable for viewing by a minor;
   4. violates any law;
   5. encourages the commission of any criminal offense, tortious or other lawful conduct;
   6. gives rise to civil liability;
   7. endorses any service or product or otherwise is intended or appears intended to commercially benefit any person or entity;
   8. contains viruses or any other computer code, files or programs that interrupt, destroy or limit the functionality of any computer software or hardware or telecommunications equipment, or otherwise permit the unauthorized use of a computer or computer network;
   9. violates these Terms of Use, or any policy or guidelines posted on the Website; or
   10. interferes with the use of any Service by others.

   D. You grant us the right to publicly display, perform, transmit, distribute, copy and prepare derivative works of any of Your User Content for purposes of promoting Your User Content on the Service through or in any media or format and in any channels or search engines, as determined by us.

   E. You will be solely responsible for your User Content and we will have no responsibility for the consequences of any downloading, use or posting of User Content on the Website or for use in connection with the Service.

   F. We may at any time, without prior notice or liability to you, remove any User Content from the Website and the Service for any reason in our sole and absolute subjective discretion.

5. Ownership of the Content and the Website

   A. The Content and the Website are protected by copyright, trademark, patent, trade secret, international treaties, laws and other proprietary rights, and also may have security components that protect digital information. We, our vendors, licensors and suppliers who provide the Content on the Service own the property rights to the Content. All rights in such Content are reserved with the owners of such Content. You may only use the Service subject to the terms of these Terms of Use and the Usage Rules that apply to the Content.

   B. By submitting or posting ideas, suggestions, documents, and/or proposals ("Contributions") to us through our suggestions and feedback pages and in the public areas of our website (such as the "Conversations" area), you acknowledge and agree that: (a) your Contributions do not contain confidential or proprietary information; (b) we owe no duty or obligation of confidentiality, express or implied, in connection with your Contributions; (c) we shall be entitled to use or disclose (or choose not to use or disclose) your Contributions for any purpose, in any way, in any media worldwide; (d) we may have similar ideas, concepts and/or proposals already under consideration or in development; (e) your Contributions automatically become our property without any obligation to you; and (f) you are not entitled to any compensation or reimbursement of any kind from us under any circumstances.

   C. If you are a copyright owner or an agent thereof and believe that any User Content or other content infringes upon your copyrights, you may submit a notification pursuant to the Digital Millennium Copyright Act ("DMCA") by providing our Copyright Agent with the following information in writing (see 17 U.S.C 512(c)(3) for further detail):

   1. A physical or electronic signature of a person authorized to act on behalf of the owner of an exclusive right that is allegedly infringed;
   2. Identification of the copyrighted work claimed to have been infringed, or, if multiple copyrighted works at a single online site are covered by a single notification, a representative list of such works at that site;
   3. Identification of the material that is claimed to be infringing or to be the subject of infringing activity and that is to be removed or access to which is to be disabled and information reasonably sufficient to permit the service provider to locate the material;
   4. Information reasonably sufficient to permit the service provider to contact you, such as an address, telephone number, and, if available, an electronic mail;
   5. A statement that you have a good faith belief that use of the material in the manner complained of is not authorized by the copyright owner, its agent, or the law; and
   6. A statement that the information in the notification is accurate, and under penalty of perjury, that you are authorized to act on behalf of the owner of an exclusive right that is allegedly infringed.

   Our designated Copyright Agent to receive DMCA notices (notifications of claimed copyright infringement) is: Nesting.com, Copyright Agent, 225 Santa Monica Blvd., 6th Floor, Santa Monica, CA 90401 email: copyright@nesting.com, fax: (310) 943-1791. For clarity, only DMCA notices should go to the Copyright Agent; any other feedback, comments, requests for technical support, and other communications should be directed to our customer service through contact@nesting.com. You agree that if you fail to comply with all of the requirements of this Section, your DMCA notice may not be valid.

6. License.

   We grant you a personal, non-exclusive, non-transferable, limited and revocable license to use the Content and Service subject to the terms of these Terms of Use and the Usage Rules that apply to such Content. You may not use the Service in a manner that exceeds the rights granted for your use of the Service and its Content, which includes unauthorized copying or distribution of the Content or creating an unauthorized derivative work. You may access, transfer or use the Service on such software, personal computers and/or devices as authorized by us and verified by us or our content delivery providers. You may not circumvent any mechanisms for preventing the unauthorized reproduction or distribution of the Content or the Service. Your license terminates immediately upon cancellation or termination of your Service or if we believe you are in violation of these Terms of Use.

7. Equipment, Software and Internet Access.

   A. You must provide at your own expense the software, equipment and Internet connections that you will need to access and use the Service. If you access the Service through a telephone line, please call your local phone company to determine if the access numbers you select are subject to long distance or other toll charges at your location. Also, if you access the Service through wireless applications (e.g., cell phones), your carrier, such as a wireless carrier, may charge fees for alerts, web browsing, messaging and other services that require the use of airtime and wireless data services. Check with your carrier to verify whether there are any such fees that may apply to you.

   B. WE MAKE NO WARRANTY THAT ANY PARTICULAR COMPUTER, PORTABLE DEVICE OR OTHER DEVICE WILL BE COMPATIBLE WITH THE SERVICE THAT WE PROVIDE TO YOU, THAT ANY DEVICE USING THE SERVICE WILL FUNCTION IN ALL PLAYERS, OR THAT THE SERVICE WILL WORK ON THE EQUIPMENT AND SOFTWARE USED BY YOU. You may need certain download management software to enable the downloading of Content or to transfer video to portable devices.

8. Your Dealings with Advertisers and other Parties.

   Your correspondence or business dealings with, or participation in promotions of, advertisers or other links found on or through the Service, including payment and delivery of related goods or services, and any other terms, conditions, warranties or representations associated with such dealings, are solely between you and such advertiser or other party to whose website you link through the Service. You agree that we shall not be responsible or liable in any way for any loss or damage of any sort incurred as the result of any such dealings or as the result of the presence of such advertisers or other links on the Service or the acts or omissions of any such advertisers or other parties.

9. Amendments.

   We may make changes to these Terms of Use at any time without notice to you. You can review the most current version of our Terms of Use at any time at: www.nesting.com/TOS. If you disagree with the changes to these Terms of Use, you should cancel your Service. Your ongoing use of any Service after the changes take effect signifies your agreement to the new terms. We may waive any of our rights, but such waiver shall apply only in the specific instance to which the waiver relates and will not constitute a permanent waiver or a course of dealing.

10. Remedies; Termination of Service.

    A. We may take any legal and technical remedies to prevent the violation of and to enforce these Terms of Use, including without limitation, immediate termination of your account or access to the Service, if we believe in our discretion you are violating these Terms of Use.

    B. We may cancel or suspend access to the Service at any time, without cause and/or without notice. Your right to use the Service will end once the Service is cancelled or terminated, and any data you have stored on the Service may be unavailable later.

11. Disclaimers and Limitations.

    A. We provide the Service "as is", "with all faults" and "as available." We, our content providers and other suppliers ("Service Providers") make no express warranties or guarantees about the Service. TO THE EXTENT PERMITTED BY LAW, WE AND THE SERVICE PROVIDERS DISCLAIM IMPLIED WARRANTIES THAT THE SERVICE IS MERCHANTABLE, OF SATISFACTORY QUALITY, ACCURATE, FIT FOR A PARTICULAR PURPOSE OR NEED, OR NON-INFRINGING. NEITHER WE NOR THE SERVICE PROVIDERS GUARANTEE THAT THE RESULTS THAT MAY BE OBTAINED FROM THE USE OF THE SERVICE, INCLUDING ANY SUPPORT SERVICES, WILL BE EFFECTIVE, RELIABLE, ACCURATE, MEET YOUR TASTES, OR MEET YOUR REQUIREMENTS. NEITHER WE NOR THE SERVICE PROVIDERS GUARANTEE THAT YOU WILL BE ABLE TO ACCESS OR USE THE SERVICE (EITHER DIRECTLY OR THROUGH THIRD-PARTY NETWORKS) AT TIMES OR LOCATIONS OF YOUR CHOOSING. NO ORAL OR WRITTEN INFORMATION OR ADVICE GIVEN BY OUR REPRESENTATIVES SHALL CREATE A WARRANTY. You may have additional consumer rights under your local laws that this contract cannot change. You use the Service at your own risk.

    B. NEITHER WE NOR THE SERVICE PROVIDERS SHALL BE LIABLE FOR ANY INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL OR EXEMPLARY DAMAGES ARISING FROM YOUR USE OF THE SERVICE. THESE EXCLUSIONS APPLY TO ANY CLAIMS FOR LOST PROFITS, LOST DATA, LOSS OF GOODWILL, WORK STOPPAGE, COMPUTER FAILURE OR MALFUNCTION, OR ANY OTHER COMMERCIAL DAMAGES OR LOSSES, EVEN IF WE OR THE SERVICE PROVIDERS KNEW OR SHOULD HAVE KNOWN THE POSSIBILITY OF SUCH DAMAGES. BECAUSE SOME STATES OR JURISDICTIONS DO NOT ALLOW THE EXCLUSION OR THE LIMITATION OF LIABILITY FOR CONSEQUENTIAL OR INCIDENTAL DAMAGES, IN SUCH STATES OR JURISDICTIONS, THE SERVICE PROVIDERS' LIABILITY IN SUCH STATE OR JURISDICTION IS LIMITED TO THE EXTENT PERMITTED BY LAW.

12. Indemnification.

    Upon a request by us, you agree to defend, indemnify, and hold harmless us and our subsidiaries, owners and other affiliates, and our and their employees, licensees, Service Providers, and our and their respective owners, representatives, employees, contractors, officers, and directors from all liabilities, claims, and expenses, including attorney's fees that arise from your use or misuse of the Service. We reserve the right, at our own expense, to assume the exclusive defense and control of any matter otherwise subject to indemnification by you, in which event you will cooperate with us in asserting any available defenses.

13. Electronic Contracting And Notices.

    Your affirmative act of using or registering for our Service constitutes your electronic signature to these Terms of Use and your consent to enter into Terms of Use with us electronically. We may send to you in electronic form any privacy or other notices, disclosures, reports, documents, communications or other records regarding the Service (collectively, "Notices"). We may send you electronic Notices (1) to the e-mail address that you provided to us during registration, (2) to any e-mail account you open with a Service, or (3) by posting the Notice on the applicable Service. The delivery of any Notice from us is effective when sent by us, regardless of whether you read the Notice when you receive it or whether you actually receive the delivery. You can withdraw your consent to receive Notices electronically by canceling or discontinuing your use of the applicable Service.

    In order to receive Notices electronically, you must have a personal computer with a modem connected to a communications source (telephone, wireless or broadband), and a Windows-based operating system with an Internet browser or a Macintosh-based operating system with an Internet browser. You will need a printer attached to your personal computer to print any Notices. You can retrieve an electronic copy and a printable version of this contract by clicking on the "Terms of Service" (or "Terms of Use") link on the home page of www.nesting.com. All contracts completed electronically will be deemed for all legal purposes to be in writing and legally enforceable as a signed writing.

14. Entire Contract.

    These Terms of Use and any Usage Rules, policies, rules and guidelines posted on the Website constitute the entire contract between you and us and supersede all previous written or oral contracts. If any part of these Terms of Use is held invalid or unenforceable, that portion shall be construed in a manner consistent with applicable law to reflect, as nearly as possible, the original intentions of the parties, and the remaining portions shall remain in full force and effect.

15. Choice Of Law And Location For Resolving Disputes.

    The law of the State of California governs this contract and any claim or dispute that you may have against us, without regard to California's conflict of laws rules, and the United Nations Convention on Contracts for the International Sale of Goods shall have no applicability. You further agree that any disputes or claims that you may have against us will be exclusively resolved by a court located in Los Angeles, California. You irrevocably consent to the venue and jurisdiction of such courts.

    BY AGREEING TO THIS AGREEMENT, YOU ARE: (1) WAIVING CLAIMS THAT YOU MIGHT OTHERWISE HAVE AGAINST US BASED ON THE LAWS OF OTHER JURISDICTIONS, INCLUDING YOUR OWN; (2) IRREVOCABLY CONSENTING TO THE EXCLUSIVE JURISDICTION OF, AND VENUE IN, STATE AND FEDERAL COURTS IN THE STATE OF CALIFORNIA OVER ANY DISPUTES OR CLAIMS YOU HAVE WITH US; AND (3) SUBMITTING YOURSELF TO THE PERSONAL JURISDICTION OF COURTS LOCATED IN LOS ANGELES, CALIFORNIA FOR THE PURPOSE OF RESOLVING ANY SUCH DISPUTES OR CLAIMS

16. Assignments; Third Party Beneficiaries.

    A. We may assign this contract at any time without notice to you. You may not assign this contract to anyone else.

    B. Our Service Providers are express third party beneficiaries of these Terms of Use and may (subject to our agreements with them) enforce our rights with respect to any infringement by you of the rights of our Service Providers without joining us in any suit.