DIGITAL NESTER INC.
End User License Agreement

Under the terms of this End User License Agreement ("Agreement") executed by and between DIGITAL NESTER INC., a Florida Corporation ("Provider") and Licensee, a physical person or legal entity ("Licensee"), Licensee is entitled to use the Software defined in Paragraph 1 of this Agreement. The Software defined in Paragraph 1 of this Agreement can be stored on a data carrier, sent via electronic mail, downloaded from the Internet, downloaded from the Provider's servers, and/or obtained from other sources, subject to the terms and conditions specified below.

THIS IS A LICENSE AGREEMENT ON END USER RIGHTS AND NOT AN AGREEMENT FOR SALE. The Provider continues to own the copy of the Software and the physical media contained in the sales package and any other copies that the Licensee is authorized to make pursuant to this Agreement.

By clicking on "I Accept" or "I Accept…" while installing, downloading, copying the software, using the Software, providing a physical signature, or providing an electronic signature. Licensee agrees to the terms and conditions of this Agreement. If Licensee does not agree to all of the terms and conditions of this Agreement, immediately click on the canceling option, cancel the installation or download, or destroy or return the Software, installation media, accompanying documentation, and sales receipt to the Provider or the outlet from where Licensee acquired the Software.

LICENSEE AGREE THAT YOUR USE OF THE SOFTWARE ACKNOWLEDGES THAT LICENSEE HAVE READ THIS AGREEMENT, UNDERSTAND IT AND AGREE TO BE BOUND BY ITS TERMS AND CONDITIONS.

1. Software. As used in this Agreement the term "Software" means Software sold marketed and licensed under the tradenames, DIGITAL NESTER™, PROFILE NEST™, or PORTAL NEST™, or: (i) any computer program accompanied by this Agreement and all components thereof; (ii) all the contents of any data drives, e-mails and any attachments, or other media with which this Agreement is provided, including the object code form of the Software supplied on a data carrier, via electronic mail or downloaded via the Internet; (iii) any related explanatory written materials and any other possible documentation related to the Software, above all any description of the Software, its specifications, any description of the Software properties or operation, any description of the operating environment in which the Software is used, instructions for use or installation of the Software or any description of how to use the Software ("Documentation"); (iv) copies of the Software, patches for possible errors in the Software, additions to the Software, extensions to the Software, modified versions of the Software and updates of Software components, if any, licensed to Licensee by the Provider pursuant to Paragraph 3 of this Agreement. The Software shall be provided exclusively in the form of executable object code.

2. Installation, Computer, and an Authorized Login. Software supplied on a data carrier, sent via electronic mail, downloaded from the Internet, downloaded from the Provider's servers, or obtained from other sources may require installation. Licensee must install the Software on a correctly configured Computer.  No computer programs or hardware which could have an adverse effect on the Software may be installed on the Computer(s) on which Licensee installs the Software. Computer means hardware, including but not limited to personal computers, laptops, workstations, palmtop computers, smartphones, hand-held electronic devices, or other electronic devices for which the Software is designed, on which it will be installed and/or used. Authorized Login means the unique sequence of symbols, letters, numbers, or special signs provided to the Licensee and/or authorized User(s) in order to allow the legal use of the Software in compliance with this Agreement.

3. License. Subject to the condition that Licensee have agreed to the terms of this Agreement and Licensee comply with all the terms and conditions stipulated herein, the Provider shall grant Licensee the following rights ("License"):

a) Installation and use. Licensee and any Authorized Users shall have the non-exclusive, non-transferable right to implement, store, access, and display the Software on a Computer.

b) Stipulation of the number of licenses. The License Fees shall be determined in part by the number of Profiles assigned to individual Authorized Users.  

c) License Fees for PROFILE NEST™:

Initial set-up fee.  Unless expressly waived by provider, each new Enterprise Plan Licensee of PROFILE NEST™ will be charged an initial setup fee of TBD. 

d) Term of the License. Licensee’s right to use the Software shall be time limited.

e) NFR, TRIAL Software. Software classified as "Not-for-resale", NFR or TRIAL cannot be assigned for payment and must only be used for demonstration or testing the Software's features.

f) Termination of the License. The License shall terminate automatically at the end of the period for which granted. If Licensee fail to comply with any of the provisions of this Agreement, the Provider shall be entitled to withdraw from the Agreement, without prejudice to any entitlement or legal remedy open to the Provider in such eventualities. In the event of cancellation of the License, Licensee must immediately delete, destroy or return at Licensee’s own cost, the Software and all backup copies to Provider or to the outlet from which Licensee obtained the Software. Upon termination of the License, the Provider shall also be entitled to cancel the Licensee's entitlement to use the functions of the Software, which require connection to the Provider's servers or third-party servers.

4. Functions with data collection and internet connection requirements. To operate correctly, the Software requires connection to the Internet and must connect at regular intervals to the Provider's servers or third-party servers and applicable data collection. Connection to the Internet and applicable data collection is necessary for the following functions of the Software:

a) Updates to the Software. The Provider shall be entitled from time to issue updates or upgrades to the Software ("Updates") but shall not be obliged to provide Updates. This function is enabled under the Software's standard settings and Updates are therefore installed automatically unless the Licensee has disabled the automatic installation of Updates. For provisioning of Updates, License authenticity verification is required, including information about Computer and/or the platform on which the Software is installed or in use in compliance with the Agreement.

The Provider shall only use Information received for the purpose of analysis and research, improvement of Software and License authenticity verification and shall take appropriate measures to ensure that Infiltrations and Information received remain secure. By activating this function of the Software, Infiltrations and Information may be collected and processed by the Provider as specified in the Agreement and in compliance with relevant legal regulations. Licensee can deactivate these functions at any time.

For the purposes of this Agreement, it is necessary to collect, process and store data enabling the Provider to identify Licensee in compliance with the Agreement. Licensee hereby acknowledge that the Provider checks using its own means whether Licensee are using the Software in accordance with the provisions of this Agreement. Licensee hereby acknowledge that for the purpose of this Agreement it is necessary for Licensee’s data to be transferred, during communication between the Software and the Provider's computer systems or those of its business partners as part of Provider’s distribution and support network to ensure functionality of Software and authorization to use the Software and to protection of the Provider’s rights.

Following conclusion of this Agreement, the Provider or any of its business partners as part of Provider’s distribution and support network shall be entitled to transfer, process and store essential data identifying Licensee for billing purposes, performance of this Agreement and transmitting notifications on Licensee’s Computer.

5. Restrictions to rights. Licensee may not copy, distribute, extract components, or make derivative works of the Software. When using the Software, Licensee are required to comply with the following restrictions:

a) Licensee may not use, modify, translate, or reproduce the Software or transfer rights to use the Software or copies of the Software in any manner other than as provided for in this Agreement.

b) Licensee may not sell, sub-license, lease or rent or borrow the Software or use the Software for the provision of commercial services.

c) Licensee may not reverse engineer, reverse compile or disassemble the Software or otherwise attempt to discover the source code of the Software, except to the extent that this restriction is expressly prohibited by law.

d) Licensee agrees that Licensee will only use the Software in a manner that complies with all applicable laws in the jurisdiction in which Licensee use the Software, including, but not limited to, applicable restrictions concerning copyright and other intellectual property rights.

e) Licensee agrees that Licensee will only use the Software and its functions in a way which does not limit the possibilities of other Licensees and Authorized Users to access these services. The Provider reserves the right to limit the scope of services provided to individual Authorized Users, to enable use of the services by the highest possible number of Authorized Users. Limiting the scope of services shall also mean complete termination of the possibility to use any of the functions of the Software and deletion of Data and information on the Provider's servers or third-party servers relating to a specific function of the Software.

f) Licensee agrees not to exercise any activities involving use of an Authorized Login, contrary to the terms of this Agreement or leading to provide an Authorized Login to any person who is not entitled to use the Software, such as the transfer of used or unused Authorized Login in any form, as well as the unauthorized reproduction, or distribution of duplicated or generated Authorized Logins or using the Software as a result of the use of an Authorized Login obtained from the source other than the Provider.

6. Copyright. The Software and all rights, without limitation including proprietary rights and intellectual property rights thereto are owned by Provider and/or its licensors. They are protected by international treaty provisions and by all other applicable national laws of the country in which the Software is being used. The structure, organization and code of the Software are the valuable trade secrets and confidential information of Provider and/or its licensors. Licensee must not copy the Software, except as allowed for by this Agreement. Any copies which Licensee are permitted to make pursuant to this Agreement must contain the same copyright and other proprietary notices that appear on the Software. If Licensee reverse engineer, reverse compile, disassemble or otherwise attempt to discover the source code of the Software, in breach of the provisions of this Agreement, Licensee hereby agree that any information thereby obtained shall automatically and irrevocably be deemed to be transferred to and owned by the Provider in full, from the moment such information comes into being, notwithstanding the Provider's rights in relation to breach of this Agreement.

7. Reservation of rights. The Provider hereby reserves all rights to the Software, with the exception of rights expressly granted under the terms of this Agreement to Licensee and any Authorized User(s) as the end user(s) of the Software.

8. Multiple language versions, dual media software, multiple copies. In the event the Software supports multiple platforms or languages, or if Licensee receive multiple copies of the Software, Licensee may only use the Software for the number of computer systems and for the versions for which Licensee obtained a License. Licensee may not sell, rent, lease, sub-license, lend or transfer versions or copies of the Software which Licensee do not use.

9. Commencement and termination of the Agreement. This Agreement shall be effective from the date Licensee agree to the terms of this Agreement. Licensee may terminate this Agreement at any time by permanently uninstalling, destroying, and returning, at Licensee’s own cost, the Software, all backup copies, and all related materials provided by the Provider or its business partners. Licensee’s right to use Software and any of its features may be subject to EOL Policy. After the Software or any of its features reaches the End-of-Life date defined in the EOL Policy, Licensee’s right to use the Software will terminate. Irrespective of the manner of termination of this Agreement, the provisions of Paragraphs 6, 7, 10, 12, 18 and 20 shall continue to apply for an unlimited time.

10. LICENSEE DECLARATIONS. AS THE END USER LICENSEE ACKNOWLEDGES THAT THE SOFTWARE IS PROVIDED "AS IS", WITHOUT WARRANTY OF ANY KIND, EXPRESS OR IMPLIED, AND TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW. NEITHER THE PROVIDER, ITS LICENSORS OR AFFILIATES, NOR THE COPYRIGHT HOLDERS MAKE ANY REPRESENTATIONS OR WARRANTIES, EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO THE WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE OR THAT THE SOFTWARE WILL NOT INFRINGE ANY THIRD-PARTY PATENTS, COPYRIGHTS, TRADEMARKS OR OTHER RIGHTS. THERE IS NO WARRANTY BY THE PROVIDER OR BY ANY OTHER PARTY THAT THE FUNCTIONS CONTAINED IN THE SOFTWARE WILL MEET LICENSEE’S REQUIREMENTS OR THAT THE OPERATION OF THE SOFTWARE WILL BE UNINTERRUPTED OR ERROR-FREE. LICENSEE ASSUME ALL RESPONSIBILITY AND RISK FOR THE SELECTION OF THE SOFTWARE TO ACHIEVE LICENSEE’S INTENDED RESULTS AND FOR THE INSTALLATION, USE AND RESULTS OBTAINED FROM IT.

11. No other obligations. This Agreement creates no obligations on the part of the Provider and its licensors other than as specifically set forth herein.

12. LIMITATION OF LIABILITY. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT SHALL THE PROVIDER, ITS EMPLOYEES OR LICENSORS BE LIABLE FOR ANY LOST PROFITS, REVENUE, SALES, DATA OR COSTS OF PROCUREMENT OF SUBSTITUTE GOODS OR SERVICES, PROPERTY DAMAGE, PERSONAL INJURY, INTERRUPTION OF BUSINESS, LOSS OF BUSINESS INFORMATION OR FOR ANY SPECIAL, DIRECT, INDIRECT, INCIDENTAL, ECONOMIC, COVER, PUNITIVE, SPECIAL OR CONSEQUENTIAL DAMAGES, HOWEVER CAUSED AND WHETHER ARISING UNDER CONTRACT, TORT, NEGLIGENCE OR OTHER THEORY OF LIABILITY, ARISING OUT OF THE INSTALLATION, THE USE OF OR INABILITY TO USE THE SOFTWARE, EVEN IF THE PROVIDER OR ITS LICENSORS OR AFFILIATES ARE ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. BECAUSE SOME COUNTRIES AND JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF LIABILITY, BUT MAY ALLOW LIABILITY TO BE LIMITED, IN SUCH CASES, THE LIABILITY OF THE PROVIDER, ITS EMPLOYEES OR LICENSORS OR AFFILIATES SHALL BE LIMITED TO THE SUM THAT LICENSEE PAID FOR THE LICENSE.

13. Nothing contained in this Agreement shall prejudice the statutory rights of any party dealing as a consumer if running contrary thereto.

14. Technical support. Provider or third parties commissioned by Provider shall provide technical support at their own discretion, without any guarantees or declarations. No technical support will be provided after the Software or any of its features reaches the End-of-Life date defined in the EOL Policy. The Licensee shall be required to back up all existing data, software and program facilities prior to the provision of technical support. Provider and/or third parties commissioned by Provider cannot accept liability for damage or loss of data, property, software or hardware or loss of profits due to the provision of technical support. Provider and/or third parties commissioned by Provider reserve the right to decide that resolving the problem is beyond the scope of technical support. Provider reserves the right to refuse, suspend or terminate the provision of technical support at its own discretion. License information, information and other data may be required for the purpose of technical support provision.

15. Transfer of the License. The Software can be transferred from one Computer to another, unless contrary to the terms of the Agreement. If not contrary to the terms of the Agreement, the Licensee shall only be entitled to permanently transfer the License and all rights ensuing from this Agreement to another Licensee with the Provider's consent, subject to the condition that (i) the original Licensee does not retain any copies of the Software; (ii) the transfer of rights must be direct, i.e. from the original Licensee to the new Licensee; (iii) the new Licensee must assume all the rights and obligations incumbent on the original Licensee under the terms of this Agreement; (iv) the original Licensee has to provide the new Licensee with documentation enabling verification of the genuineness of the Software as specified under Paragraph 16.

16. Verification of the genuineness of the Software. The Licensee may demonstrate entitlement to use the Software in one of the following ways: (i) through a license certificate issued by the Provider or a third party appointed by the Provider; (ii) through a written license agreement, if such an agreement was concluded; (iii) through the submission of an e-mail sent by the Provider containing licensing details (username and password). License information and Licensee identification data may be required for the purpose of Software genuineness verification.

17. Licensing for public authorities and the US Government. The Software shall be provided to public authorities, including the United States Government, with the license rights and restrictions described in this Agreement.

18. Notices. All notices and returns of the Software and Documentation must be delivered to: DIGITAL NESTER, Inc., 12843 Fox Hollow Circle Fort Myers FL 33912, without prejudice to Provider’s right to communicate to Licensee any changes to this Agreement, Privacy Policies, EOL Policy and Documentation in accordance with art. 22 of the Agreement. Provider may send Licensee emails, in-app notifications via Software or post the communication on our website. Licensee agrees to receive legal communications from Provider in electronic form, including any communications on change in Terms, Special Terms or Privacy Policies, any contract proposal/acceptance or invitations to treat, notices or other legal communications. Such electronic communication shall be deemed as received in writing, unless applicable laws specifically require a different form of communication.

19. Applicable law. This Agreement shall be governed by and construed in accordance with the laws of Lee County, Florida and/or the Middle District of Florida.

20. Processing of Personal Data.  Services provided by Provider implemented in our product are provided under the terms of End User License Agreement ("EULA"), but some of them might require specific attention. We would like to provide Licensee with more details on data collection connected with the provision of our services. We render various services described in the EULA and product documentation such as update/upgrade service, protection against misuse of data, support, etc. Therefore, the Provider needs to collect the following information:

a)  Update and other statistics covering information concerning installation process and Licensee’s computer including platform on which our product is installed and information about the operations and functionality of our products such as operation system, hardware information, installation IDs, license IDs, IP address, MAC address, configuration settings of product.

b) information about devices in local network such as type, vendor, model, and/or name of devices;

c)information concerning the use of internet such as IP address and geographic information, IP packets, URLs, and ethernet frames;

d)crash dump files and information contained.

e)We do not desire to collect Licensee’s data outside of this scope but sometimes it is impossible to prevent it. Accidentally collected data may be included in malware itself (collected without Licensee’s knowledge or approval) or as part of filenames or URLs and We do not intend it to form part of our systems or process it for the purpose declared in this Privacy Policy.

i. Licensing information such as license ID and personal data such as name, surname, address, email address is required for billing purposes, license genuineness verification and provision of our services.

ii. Contact information and data contained in Licensee’s support requests may be required for service of support. Based on the channel Licensee choose to contact us, Provider may collect Licensee’s email address, phone number, license information, product details and description of Licensee’s support case. Licensee may be asked to provide us with other information to facilitate service of support.

21.  Data Confidentiality.  Provider is a company operating worldwide via affiliated entities or partners as part of our distribution, service, and support network. Information processed by Provider may be transferred to and from affiliated entities or partners for performance of the EULA such as provision of services or support or billing. Based on Licensee’s location and service Licensee choose to use, Provider might be required to transfer Licensee’s data to a country with absence of adequacy decision by the European Commission. Even in this case, every transfer of information is subject to regulation of data protection legislation and takes place only if required. Standard Contractual Clauses, Binding Corporate Rules or another appropriate safeguard must be established without any exception.

We are doing our best to prevent data from being stored longer than necessary while providing services under the EULA. Our retention period might be longer than the validity of Licensee’s license just to give Licensee time for easy and comfortable renewal. Minimized and pseudonymized statistics and other data may be further processed for statistical purposes.

Provider implements appropriate technical and organizational measures to ensure a level of security which is appropriate to potential risks. We are doing our best to ensure the ongoing confidentiality, integrity, availability and resilience of processing systems and Services. However, in case of data breach resulting in a risk to Licensee’s rights and freedoms, Provider is ready to notify supervisory authority as well as data subjects. As a data subject, Licensee have a right to lodge a complaint with a supervisory authority.

Provider shall not share information with any third parties that are not contracted by Provider to provide support for the Software or store any data on servers outside of the United States.

Provider shall carry a cyber-insurance policy in the amount of $1,000,000,000 to cover losses in the event of a data breach.

22. General provisions. Should any of the provisions of this Agreement be invalid or unenforceable, this shall not affect the validity of the other provisions of the Agreement, which shall remain valid and enforceable under the conditions stipulated therein. This Agreement has been executed in English. In case any translation of the Agreement is prepared for the convenience or any other purpose or in any case of a discrepancy between language versions of this Agreement, the English version shall prevail.

Provider reserves the right to make changes to the Software as well as to revise terms of this Agreement, its Annexes, Addendums, Privacy Policy, EOL Policy and Documentation or any part thereof at any time by updating the relevant document (i) to reflect changes to the Software or to how Provider does business, (ii) for legal, regulatory or security reasons, or (iii) to prevent abuse or harm. Licensee will be notified about any revision of the Agreement by email, in-app notification or by other electronic means. If Licensee disagree with the proposed changes to the Agreement, Licensee may terminate it in accordance with Art.  9 within 30 days after receiving a notice of the change. Unless Licensee terminate the Agreement within this time limit, the proposed changes will be deemed accepted and become effective towards Licensee as of the date Licensee received a notice of the change.

This is the entire Agreement between the Provider and Licensee relating to the Software and it supersedes any prior representations, discussions, undertakings, communications or advertising relating to the Software.

IF LICENSEE HAS ANY QUESTIONS OR CONCERNS ABOUT THE TERMS OF THIS AGREEMENT, PLEASE CONTACT PROVIDER C/O support@profilenest.com