These Terms of Service ("Terms") constitute a legally binding agreement between you ("Customer," "you," or "your") and NestCloud LLC, a Texas limited liability company ("NestCloud," "we," "us," or "our"), governing your access to and use of the NestCloud™ software-as-a-service platform, including all associated applications, features, APIs, and documentation (collectively, the "Service").
BY CREATING AN ACCOUNT OR ACCESSING THE SERVICE, YOU AGREE TO THESE TERMS IN THEIR ENTIRETY. IF YOU DO NOT AGREE, DO NOT ACCESS OR USE THE SERVICE.
If you are accessing the Service on behalf of a company or other legal entity, you represent that you have authority to bind that entity to these Terms, and "you" refers to that entity.
You must be at least eighteen (18) years of age to create an account or use the Service.
You represent and warrant that you have full legal capacity to enter into a binding contract under applicable law, and that your use of the Service does not violate any applicable law, regulation, or third-party agreement to which you are bound.
To access the Service, you must create an account by providing accurate, current, and complete registration information, including a valid email address. You agree to maintain and promptly update your account information.
You are solely responsible for maintaining the confidentiality of your account credentials and for all activity that occurs under your account. Notify NestCloud immediately at support@getnestcloud.com if you suspect unauthorized access.
Each organization may maintain one active NestCloud account. You may invite additional users subject to the seat limits of your subscription plan.
You agree not to impersonate any person or entity, misrepresent your affiliation, or provide false registration information.
NestCloud offers Forge, Pro, and Enterprise subscription plans. Features and limitations are described on the NestCloud website. NestCloud reserves the right to modify plan features upon notice as described in Section 3.9.
Subscriptions are billed in advance on a monthly or annual basis as selected at purchase. Your billing cycle begins on the date your account is activated.
New Forge and Pro subscribers are each eligible for a fourteen (14)-day free trial ("Trial Period") upon account creation and provision of a valid payment method. No charge is assessed during the Trial Period.
At the end of the Trial Period, your subscription will automatically convert to the paid monthly rate for your selected plan — currently $59.99/month for Forge and $224.99/month for Pro. By providing your payment method at signup and creating an account, you expressly authorize NestCloud to charge your payment method on day 15 unless you cancel before the Trial Period expires. The applicable rate, trial end date, and billing amount are disclosed at the time of signup and confirmed by email immediately after account creation.
The free trial is available to new subscribers only, one trial per person and per organization. NestCloud reserves the right to verify eligibility and deny or revoke trial access at its sole discretion.
You may cancel at any time during the Trial Period through your account settings or by contacting support@getnestcloud.com. No charge will be assessed if you cancel before the Trial Period expires. Upon cancellation, your access to the Service terminates at the end of the Trial Period.
NestCloud will send an email reminder to the address on file at least three (3) days before the Trial Period expires, notifying you of the upcoming charge, the amount that will be billed, and instructions for cancellation.
Annual subscriptions are billed as a single lump-sum payment at the start of each annual term and renew automatically unless cancelled at least thirty (30) days prior to the renewal date. The annual rate reflects a discount versus monthly billing and is not prorated or refunded upon early cancellation; Section 3.8 (No Refunds) applies in full.
All fees are charged to the payment method on file. You authorize NestCloud to charge your payment method for all fees incurred, including recurring charges and applicable taxes.
All fees are exclusive of applicable taxes unless otherwise stated. You are responsible for any applicable sales, use, or similar taxes.
ALL SUBSCRIPTION FEES ARE NON-REFUNDABLE. If you cancel, you retain access through the end of your current paid billing period, after which access terminates. No charge is assessed if you cancel during the free trial period.
Price changes for existing subscribers take effect no earlier than the next billing cycle following thirty (30) days' advance written notice. Continued use constitutes acceptance.
All subscriptions renew automatically at the end of each billing period at the then-current rate unless cancelled prior to the renewal date.
You may cancel at any time through your account settings or by contacting support@getnestcloud.com. Cancellation takes effect at the end of the current paid billing period.
NestCloud may suspend or terminate your access at any time if you breach these Terms, your payment fails and remains unpaid for more than ten (10) days after notice, your use poses a security risk, or NestCloud is required to do so by law.
Upon cancellation or termination, your right to access the Service ceases, and all of your data will be permanently deleted in accordance with the NestCloud Privacy Policy. Sections 6, 7, 8, 9, 10, 11, and 12 survive termination.
You may permanently delete your account at any time through account settings. Deletion is irreversible. All associated data is permanently and immediately deleted upon closure.
You may use the Service solely for your internal business purposes in connection with sheet metal fabrication, nesting optimization, and related manufacturing activities.
You agree not to: process files you do not have the legal right to use; reverse engineer any component of the Service; sublicense or resell the Service; use automated means to impose disproportionate load on NestCloud's infrastructure; attempt unauthorized access; upload malicious code; violate applicable law; or remove proprietary notices.
Violations may result in immediate suspension or termination without notice and without refund of any prepaid fees.
The Service, including all software, algorithms, user interfaces, documentation, and related materials, is the exclusive property of NestCloud LLC and protected by United States and international intellectual property laws.
Subject to your compliance with these Terms and timely payment of fees, NestCloud grants you a limited, non-exclusive, non-transferable, revocable license to access and use the Service during the subscription term for your internal business purposes.
You retain all right, title, and interest in your uploaded files, designs, part geometries, and other data ("Customer Data"). By uploading Customer Data, you grant NestCloud a limited license to store, process, and transmit it solely to provide the Service. NestCloud does not claim ownership of your Customer Data.
If you provide Feedback, you grant NestCloud a perpetual, irrevocable, royalty-free, worldwide license to use such Feedback for any purpose, without compensation or attribution.
Nesting layouts, NC programs, cut plans, reports, and other outputs generated from your Customer Data are owned by you, subject to NestCloud's underlying intellectual property rights in the Service.
Each party agrees to hold the other's Confidential Information in strict confidence, not disclose it to third parties without prior written consent, and use it solely for performing obligations under these Terms. Standard exclusions apply (publicly available information, independently developed information, legally required disclosures).
THE SERVICE IS PROVIDED "AS IS" AND "AS AVAILABLE" WITHOUT WARRANTY OF ANY KIND. NESTCLOUD EXPRESSLY DISCLAIMS ALL WARRANTIES, INCLUDING IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT.
NESTCLOUD DOES NOT WARRANT THAT NESTING RESULTS WILL ACHIEVE ANY PARTICULAR MATERIAL UTILIZATION RATE OR YIELD, THAT THE SERVICE WILL BE UNINTERRUPTED OR ERROR-FREE, OR THAT DEFECTS WILL BE CORRECTED.
NC programs, cut plans, and nesting layouts are provided for manufacturing guidance purposes. You are solely responsible for verifying the accuracy and suitability of all outputs before use in a production environment.
TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, NESTCLOUD WILL NOT BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, PUNITIVE, OR EXEMPLARY DAMAGES, INCLUDING LOST PROFITS, LOST REVENUE, LOSS OF DATA, OR BUSINESS INTERRUPTION.
NESTCLOUD'S TOTAL AGGREGATE LIABILITY FOR ANY AND ALL CLAIMS WILL NOT EXCEED THE GREATER OF: (A) THE TOTAL FEES PAID BY YOU IN THE TWELVE (12) MONTHS PRECEDING THE CLAIM; OR (B) ONE HUNDRED DOLLARS ($100.00).
You agree to indemnify, defend, and hold harmless NestCloud LLC and its members, managers, officers, employees, and agents from and against any claims, liabilities, damages, losses, costs, and expenses (including reasonable attorneys' fees) arising out of your use of the Service in violation of these Terms, your Customer Data, your violation of applicable law, or any dispute between you and a third party arising from your use of the Service.
These Terms are governed by the laws of the State of Texas, without regard to conflict-of-law principles.
Any legal action must be brought exclusively in the state or federal courts located in Travis County, Texas. You irrevocably consent to the personal jurisdiction and venue of those courts.
Before initiating formal legal proceedings, contact NestCloud at support@getnestcloud.com with a written description of the dispute. The parties will make a good-faith effort to resolve it within thirty (30) days.
Entire Agreement. These Terms, together with the NestCloud Privacy Policy and any written Enterprise agreement, constitute the entire agreement between you and NestCloud with respect to the Service.
Amendments. Material changes will be communicated by email at least fourteen (14) days before taking effect. Continued use constitutes acceptance.
Severability. If any provision is found invalid or unenforceable, it will be modified to the minimum extent necessary, and the remaining provisions will continue in full force.
Assignment. You may not assign your rights or obligations without NestCloud's prior written consent. NestCloud may freely assign these Terms in connection with a merger, acquisition, or asset sale.
Force Majeure. NestCloud will not be liable for delay or failure resulting from causes beyond its reasonable control.
Notices. Notices to NestCloud must be sent to support@getnestcloud.com or by certified mail to NestCloud's registered address on file with the Texas Secretary of State (File No. 806555214).
Electronic Signatures. Clicking "I agree," creating an account, or continuing to use the Service after notice of updated Terms constitutes a legally binding electronic acceptance.