Terms of Service

Please read these Terms of Service carefully before using NestWise. They describe the rules, rights, and responsibilities that govern your use of our platform, including accessing expert tools for the AI agents on your team and offering expertise to businesses.

Effective Date: December 13, 2025Last Updated: December 13, 2025

1. Agreement to Terms

These Terms of Service ('Terms') constitute a legally binding agreement between you ('User', 'you', or 'your') and NestWise ('Company', 'we', 'us', or 'our') governing your access to and use of the NestWise platform, including our website, services, and any related applications (collectively, the 'Service').

Acceptance

By accessing or using our Service, you agree to be bound by these Terms and our Privacy Policy. If you do not agree to these Terms, you may not access or use the Service. These Terms apply to all visitors, users, and others who access or use the Service.

Modifications to Terms

We reserve the right to modify these Terms at any time. We will notify users of any material changes by posting the new Terms on this page and updating the 'Last Updated' date. Material changes will also be communicated via email or in-app notification at least 30 days before they take effect. Your continued use of the Service after such modifications constitutes acceptance of the updated Terms.

Eligibility and Age Restrictions

You must be at least 18 years old and have the legal capacity to enter into binding contracts to use NestWise. By creating an account, you represent and warrant that you meet these requirements. If you are using the Service on behalf of an organization or business, you represent that you have authority to bind that organization to these Terms and that your organization has authorized you to use the Service for business purposes.

2. Description of Service

NestWise is a platform that connects the AI agents on your team with enterprise expertise through an Expert Marketplace. Our Service enables experts to publish tools, workflows, and resources (collectively, 'Expert Tools') that businesses can integrate into their AI agent infrastructure via MCP (Model Context Protocol) configurations, enabling expert-level decision-making across organizations.

Service Components

The Service includes: (1) a web-based platform for managing expert profiles, teams, and tools; (2) MCP server infrastructure for integrating Expert Tools into the AI agents on your team (including Cursor, Claude Code, and other MCP-compatible AI agents); (3) usage tracking and analytics for business insights; (4) payment processing for subscriptions and expert payouts; (5) communication tools for expert-customer interactions; and (6) organizational account management and team collaboration features.

Service Availability

We strive to maintain high availability but do not guarantee uninterrupted or error-free operation. The Service may be temporarily unavailable due to maintenance, updates, or circumstances beyond our control. We reserve the right to modify, suspend, or discontinue any part of the Service at any time with or without notice.

Third-Party Services

The Service integrates with third-party services including but not limited to Stripe (payment processing), Supabase (hosting and database), and various AI model providers (OpenAI, Anthropic, etc.) that power the AI agents on your team. Your use of these services may be subject to additional terms and conditions. When integrating with enterprise AI agent infrastructure, you are responsible for ensuring compliance with your organization's policies and any applicable third-party terms.

3. Account Registration and Security

Account Creation

To access certain features of the Service, you must create an account by providing accurate, current, and complete information. You agree to update your account information promptly if it changes. You may not create an account using false information or impersonate another person or entity.

Account Security

You are solely responsible for maintaining the confidentiality of your account credentials and for all activities that occur under your account. You agree to: (1) use a strong, unique password; (2) not share your credentials with third parties; (3) notify us immediately of any unauthorized access or suspected security breach; and (4) log out from your account when using shared devices.

Account Responsibility

You are responsible for all actions taken using your account, whether authorized by you or not. We are not liable for any loss or damage arising from unauthorized use of your account. However, you may be liable for losses incurred by NestWise or others due to unauthorized use.

4. Acceptable Use

Permitted Use

You agree to use the Service only for lawful purposes and in accordance with these Terms and all applicable laws and regulations. You may use the Service to: access and use Expert Tools for your business development work, integrate Expert Tools with the AI agents on your team, communicate with experts, manage your team of experts and organizational access, track usage analytics for business insights, and scale expert-level decision-making across your organization.

Prohibited Activities

You agree not to: (1) violate any applicable laws or regulations; (2) infringe upon intellectual property rights; (3) transmit malicious code, viruses, or harmful data; (4) attempt to gain unauthorized access to the Service or related systems; (5) reverse engineer, decompile, or disassemble any part of the Service; (6) use the Service to build or distribute harmful, discriminatory, illegal, or unethical content; (7) conduct security testing without our prior written permission; (8) interfere with or disrupt the Service or servers; (9) collect or harvest user information without consent; or (10) use automated systems to access the Service without permission.

Content Standards

Any content you submit, upload, or transmit through the Service must not: (1) violate any third-party rights; (2) be defamatory, obscene, or offensive; (3) promote illegal activities; (4) contain false or misleading information; or (5) violate privacy rights of others.

5. Expert Marketplace

NestWise operates an Expert Marketplace where independent experts can publish and distribute Expert Tools to customers. The following terms apply to both experts and customers.

Expert Responsibilities

If you are an expert, you agree to: (1) provide accurate descriptions of your Expert Tools; (2) ensure your content is original or properly licensed; (3) respond to customer inquiries in a timely manner; (4) maintain the accuracy of your expert profile; (5) comply with all applicable professional obligations and standards; and (6) not misrepresent your qualifications or expertise.

Customer Responsibilities

If you are a customer (individual or business), you agree to: (1) use Expert Tools only for lawful business purposes; (2) comply with any usage guidelines provided by experts; (3) respect intellectual property rights; (4) not resell, redistribute, or misrepresent expert work; (5) provide constructive feedback through appropriate channels; (6) pay all applicable fees as described in Section 6; (7) ensure that your team members' use of the Service complies with these Terms; and (8) maintain appropriate security measures when integrating Expert Tools with your AI agent infrastructure.

Expert-Customer Relationship

Experts are independent contractors, not employees or agents of NestWise. NestWise facilitates the marketplace but is not a party to transactions between experts and customers. Experts are solely responsible for the quality, accuracy, and delivery of their Expert Tools.

Content Moderation

We reserve the right to review, modify, or remove any Expert Tools or content that violates these Terms, infringes intellectual property rights, contains illegal material, or violates our safety policies. Repeated violations may result in account suspension or termination.

6. Payments, Fees, and Refunds

Subscription Plans

Certain features and Expert Tools require paid subscriptions. Subscription prices, billing intervals (monthly or annual), and any free trial terms are clearly disclosed during checkout. By subscribing, you authorize us to charge your payment method on a recurring basis until you cancel.

Payment Processing

All payments are processed through Stripe, our third-party payment processor. You agree to provide valid payment information and authorize us to charge your payment method. We do not store complete credit card information on our servers.

Billing and Renewal

Subscriptions automatically renew at the end of each billing period unless you cancel before the renewal date. You will be charged at the then-current subscription rate. We will notify you of any price changes before they take effect.

Cancellation

You may cancel your subscription at any time through your account settings. Cancellation takes effect at the end of the current billing period. You will continue to have access to paid features until the period ends, after which you will be downgraded to free features (if available).

Refunds

Subscription fees are generally non-refundable. However, we may provide refunds in the following circumstances: (1) as required by applicable law (e.g., consumer protection laws); (2) for technical failures that prevent service delivery; or (3) at our sole discretion for extenuating circumstances. Refund requests must be submitted within 30 days of the charge.

Expert Payouts

Experts receive payouts from customer subscriptions after NestWise deducts platform fees and any applicable taxes. Payouts are processed via Stripe Connect. Experts are responsible for: (1) setting up and maintaining valid payout accounts; (2) providing accurate tax information; and (3) fulfilling all tax obligations related to earnings.

Platform Fees and Taxes

NestWise may charge platform fees as disclosed to experts. All fees are exclusive of applicable taxes. You are responsible for all taxes associated with your use of the Service, except for taxes based on our income. We may withhold amounts when required by law.

Chargebacks and Disputes

If a payment is disputed or charged back, we reserve the right to suspend your account pending resolution. Chargeback fees and related costs may be deducted from your account or charged to you.

7. Intellectual Property

NestWise Property

The Service, including its original content, features, functionality, design, logos, trademarks, and software, is owned by NestWise and protected by United States and international copyright, trademark, and other intellectual property laws. Except as expressly granted in these Terms, no right, title, or interest in the Service is transferred to you.

License to Use Service

Subject to these Terms, we grant you a limited, non-exclusive, non-transferable, revocable license to access and use the Service for your internal business purposes, including integrating Expert Tools with the AI agents on your team. This license extends to your authorized team members and organizational users. This license does not include the right to: (1) resell or commercially exploit the Service; (2) modify or create derivative works; (3) use data mining or extraction tools; or (4) remove proprietary notices.

Expert Content

Experts retain ownership of their Expert Tools, prompts, documentation, and other content they create. By publishing content on NestWise, experts grant us a worldwide, non-exclusive, royalty-free license to: (1) host, display, and distribute the content through the Service; (2) make copies necessary to provide the Service; and (3) use the content for promotional purposes. Experts may revoke this license by removing their content, subject to existing customer subscriptions.

Customer Content

You retain ownership of any content you submit, upload, or transmit through the Service. By submitting content, you grant us a worldwide, non-exclusive, royalty-free license to use, reproduce, and display your content as necessary to provide the Service.

Feedback

If you provide suggestions, ideas, or feedback about the Service, you grant us an unlimited, perpetual, irrevocable license to use, modify, and incorporate such feedback without compensation or attribution.

DMCA and Copyright

We respect intellectual property rights and comply with the Digital Millennium Copyright Act (DMCA). If you believe your copyright has been infringed, please send a DMCA takedown notice to legal@nestwise.com with the required information.

8. Privacy and Data Protection

Your privacy is important to us. Our collection, use, and sharing of your information is governed by our Privacy Policy, which is incorporated into these Terms by reference. By using the Service, you consent to our data practices as described in the Privacy Policy.

Data Processing

We process your personal data to provide, maintain, and improve the Service, comply with legal obligations, and protect our rights. We may share your data with service providers, payment processors, and as described in our Privacy Policy.

Your Rights

You have certain rights regarding your personal data, including the right to access, correct, delete, or restrict processing. To exercise these rights, contact us at privacy@nestwise.com. Rights may vary by jurisdiction.

9. Disclaimers

No Professional Advice

NestWise facilitates access to Expert Tools from independent experts for integration with the AI agents on your team. We do not provide professional advice, and Expert Tools are not a substitute for professional judgment or business decision-making. We do not guarantee business outcomes, validate the accuracy of expert content, or endorse any expert or Expert Tool. Any reliance on advice, materials, or tools for your business operations is at your own risk.

Service 'As Is'

The Service is provided 'as is' and 'as available' without warranties of any kind, either express or implied, including but not limited to warranties of merchantability, fitness for a particular purpose, non-infringement, or accuracy. We do not warrant that the Service will be uninterrupted, secure, error-free, or free of viruses.

Third-Party Content

We are not responsible for the accuracy, legality, or quality of Expert Tools or other third-party content available through the Service. We do not endorse, monitor, or control third-party content, and your interactions with experts are at your own risk. When using Expert Tools with your AI agent infrastructure, you are responsible for ensuring that such use complies with your organization's policies and applicable laws.

10. Limitation of Liability

Exclusion of Damages

To the fullest extent permitted by applicable law, NestWise, its affiliates, officers, directors, employees, and agents shall not be liable for any indirect, incidental, special, consequential, or punitive damages, including but not limited to loss of profits, data, use, goodwill, or other intangible losses, resulting from your use or inability to use the Service.

Maximum Liability

Our total liability to you for all claims arising out of or relating to these Terms or the Service shall not exceed the greater of: (1) $100; or (2) the total amounts paid by you to NestWise in the 12 months preceding the claim.

Basis of Bargain

The limitations of liability in this section are fundamental elements of the basis of the bargain between you and NestWise and will survive any termination of these Terms.

11. Indemnification

You agree to defend, indemnify, and hold harmless NestWise, its affiliates, officers, directors, employees, and agents from and against any claims, liabilities, damages, losses, and expenses, including reasonable attorneys' fees, arising out of or relating to: (1) your use of the Service; (2) your violation of these Terms; (3) your violation of any third-party rights; or (4) your Expert Tools or content (if you are an expert).

12. Termination

Termination by You

You may terminate your account at any time by contacting us or using account deletion features in the Service. Upon termination, your right to use the Service will immediately cease, but provisions that by their nature should survive will survive, including payment obligations, intellectual property provisions, and limitations of liability.

Termination by Us

We may suspend or terminate your account immediately if: (1) you violate these Terms; (2) you engage in fraudulent or illegal activity; (3) you pose a security risk; (4) required by law; or (5) for any other reason at our sole discretion with or without notice.

Effect of Termination

Upon termination: (1) your access to the Service will cease; (2) we may delete your account and data subject to our Privacy Policy; (3) outstanding payment obligations will remain due; (4) expert payouts will be processed according to our payout schedule; and (5) expert content may remain accessible to existing subscribers until their subscriptions expire.

13. Dispute Resolution

Governing Law

These Terms are governed by the laws of the State of California, United States, without regard to its conflict of law principles. The United Nations Convention on Contracts for the International Sale of Goods does not apply.

Jurisdiction

Any legal action or proceeding arising out of or relating to these Terms or the Service shall be instituted exclusively in the state or federal courts located in San Francisco County, California. You consent to the personal jurisdiction of such courts.

Informal Resolution

Before filing a claim, you agree to contact us at legal@nestwise.com to attempt to resolve the dispute informally. If we cannot resolve the dispute within 60 days, either party may proceed with formal legal action.

14. General Provisions

Entire Agreement

These Terms, together with our Privacy Policy, constitute the entire agreement between you and NestWise regarding the Service and supersede all prior agreements and understandings.

Severability

If any provision of these Terms is found to be unenforceable or invalid, that provision will be limited or eliminated to the minimum extent necessary, and the remaining provisions will remain in full force and effect.

Assignment

You may not assign or transfer these Terms or your account without our prior written consent. We may assign these Terms or any rights hereunder without restriction.

Waiver

Our failure to enforce any right or provision of these Terms will not be deemed a waiver of such right or provision.

Force Majeure

We shall not be liable for any failure to perform our obligations due to circumstances beyond our reasonable control, including natural disasters, war, terrorism, labor disputes, or internet or telecommunications failures.

Export Controls

The Service may be subject to export control laws. You agree to comply with all applicable export and re-export restrictions and regulations.

Notices

We may provide notices to you via email, in-app notification, or by posting on the Service. Notices will be deemed received when sent or posted.

Questions About These Terms?

If you have questions about these Terms of Service, including how they apply to your organization's use of NestWise, please contact us. We're here to help clarify any provisions or discuss enterprise use cases.

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