This End User License Agreement (the “Agreement”) is a binding agreement between you (“you” or “User”) and NestEggs Inc. (“NestEggs”, “we”, “us”, or “our”). It governs your access to and use of the NestEggs mobile application(s) and any associated services, features, content, and updates (together, the “Software”).
By downloading, installing, accessing, or using the Software, you agree to be bound by this Agreement. If you do not agree, do not download, install, access, or use the Software.
1. License Grant
Subject to your compliance with this Agreement, NestEggs grants you a personal, limited, revocable, non-exclusive, non-transferable, non-sublicensable license to install and use the Software on a device that you own or control, solely for your personal, non-commercial use. No rights are granted to you other than those expressly set out in this Agreement.
2. Restrictions
You agree that you will not, and will not permit any third party to:
- copy, modify, adapt, translate, or create derivative works of the Software;
- reverse engineer, decompile, disassemble, or otherwise attempt to derive the source code of the Software, except to the extent that applicable law expressly permits despite this limitation;
- rent, lease, lend, sell, sublicense, distribute, or otherwise transfer the Software to any third party;
- remove, alter, or obscure any proprietary notice, label, or mark in or on the Software;
- use the Software to develop a competing product or service;
- use the Software in any manner that violates applicable law, infringes the rights of others, or interferes with the operation of the Software or any network or system used to provide it; or
- circumvent or attempt to circumvent any access controls, usage limits, or security measures of the Software.
3. Ownership and Intellectual Property
The Software is licensed, not sold. NestEggs and its licensors retain all right, title, and interest in and to the Software, including all intellectual property rights. All copies of the Software are the property of NestEggs or its licensors. The NestEggs name, logo, and product names are trademarks of NestEggs, and no right or license is granted to use them except as strictly necessary to use the Software as permitted by this Agreement. Any feedback, suggestions, or ideas you provide regarding the Software may be used by NestEggs without obligation to you.
4. User Content
The Software may allow you to submit, upload, or otherwise make available content, data, text, or other materials (“User Content”). You retain ownership of your User Content. By making User Content available through the Software, you grant NestEggs a worldwide, non-exclusive, royalty-free license to host, store, reproduce, and process that User Content solely as necessary to operate, maintain, and provide the Software to you. You are solely responsible for your User Content and represent that you have all rights necessary to grant the licence above and that your User Content does not infringe the rights of any third party or violate applicable law.
5. Termination
This Agreement is effective until terminated. You may terminate it at any time by uninstalling the Software and ceasing all use. NestEggs may suspend or terminate your license immediately, with or without notice, if you breach this Agreement, if continued provision of the Software to you is no longer commercially or legally viable, or if required by law. On termination, your right to use the Software ends and you must uninstall and cease all use. Sections that by their nature should survive termination (including Ownership and Intellectual Property, Disclaimer of Warranties, Limitation of Liability, Indemnity, and Governing Law) survive termination.
6. Disclaimer of Warranties
THE SOFTWARE IS PROVIDED “AS IS” AND “AS AVAILABLE” WITHOUT WARRANTY OF ANY KIND. TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, NESTEGGS DISCLAIMS ALL WARRANTIES, WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE, INCLUDING ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT, AND ANY WARRANTY ARISING OUT OF COURSE OF DEALING, COURSE OF PERFORMANCE, OR USAGE OF TRADE. NESTEGGS DOES NOT WARRANT THAT THE SOFTWARE WILL BE UNINTERRUPTED, ERROR-FREE, SECURE, OR FREE OF HARMFUL COMPONENTS, OR THAT ANY DATA YOU PROVIDE OR STORE THROUGH THE SOFTWARE WILL BE ACCURATE OR PRESERVED WITHOUT LOSS. YOUR USE OF THE SOFTWARE IS AT YOUR SOLE RISK.
7. Limitation of Liability
TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, NESTEGGS AND ITS DIRECTORS, OFFICERS, EMPLOYEES, AND LICENSORS WILL NOT BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY, OR PUNITIVE DAMAGES, OR FOR ANY LOSS OF PROFITS, REVENUE, DATA, USE, GOODWILL, OR OTHER INTANGIBLE LOSSES, ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT OR YOUR USE OF, OR INABILITY TO USE, THE SOFTWARE, EVEN IF NESTEGGS HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. NESTEGGS’S TOTAL CUMULATIVE LIABILITY ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT OR THE SOFTWARE WILL NOT EXCEED THE GREATER OF (A) THE AMOUNTS YOU PAID NESTEGGS FOR THE SOFTWARE IN THE TWELVE (12) MONTHS PRECEDING THE EVENT GIVING RISE TO THE CLAIM, OR (B) ONE HUNDRED CANADIAN DOLLARS (CAD $100). THE LIMITATIONS IN THIS SECTION APPLY EVEN IF A LIMITED REMEDY FAILS OF ITS ESSENTIAL PURPOSE. NOTHING IN THIS AGREEMENT EXCLUDES OR LIMITS LIABILITY THAT CANNOT BE EXCLUDED OR LIMITED UNDER APPLICABLE LAW.
8. Indemnity
You agree to defend, indemnify, and hold harmless NestEggs and its directors, officers, employees, and licensors from and against any and all claims, liabilities, damages, losses, and expenses (including reasonable legal fees) arising out of or in any way connected with: (a) your use or misuse of the Software; (b) your User Content; (c) your violation of this Agreement; or (d) your violation of any applicable law or the rights of any third party.
9. Governing Law
This Agreement is governed by the laws of Canada and the federal laws of Canada applicable therein, without regard to its conflict-of-laws principles. The United Nations Convention on Contracts for the International Sale of Goods does not apply to this Agreement.
10. Changes to Terms
NestEggs may update this Agreement from time to time. When we do, we will revise the Effective Date at the top of this page and, where the changes are material, take reasonable steps to notify you (for example, by an in-app notice or by updating the published date prominently). Your continued use of the Software after the updated Agreement takes effect constitutes your acceptance of the updated terms. If you do not agree to the updated terms, you must stop using the Software.
11. Contact
Questions about this Agreement may be sent to support@nesteggs.ca.