Terms

UNest Membership Terms and Conditions

UNest Advisers, LLC, a Delaware limited liability company (“UNest Advisers”), is an internet investment adviser registered with the U.S. Securities and Exchange Commission (the “SEC”). UNest Securities, LLC, a Delaware limited liability company (“UNest Securities), is an affiliate of UNest Advisers, a broker-dealer registered with the SEC and a member of FINRA and SIPC. UNest Crypto, LLC, a Delaware limited liability company (“UNest Crypto”), is an affiliate of UNest Advisers through which users can access certain Cryptocurrency services. UNest Advisers, UNest Securities, and UNest Crypto are wholly-owned subsidiaries of UNest Holdings, Inc., a Delaware corporation (“UNest Holdings” and, together with UNest Advisers, UNest Securities, and UNest Crypto, “UNest” “we,” “us,” or “our”).

UNest Advisers provides discretionary investment advisory services pursuant to the terms of a separate investment advisory agreement (the “Advisory Agreement”).

UNest Crypto offers cryptocurrency services through certain third-party providers, any such services will be governed by the terms of a separate agreement between you and the third-party provider (the “Crypto Agreement”).

The section below, entitled “Dispute Resolution; Binding Arbitration,” requires all claims to be resolved by way of binding arbitration. The section below, titled “Class Action Waiver,” contains a binding class action waiver. Please review both sections carefully, as they affect your legal rights.

Your Eligibility to Use the UNest Platform

When you access our website at www.unest.co (the “Website”), our mobile application (the “UNest App”), and our other online services and websites (collectively, with the Website and UNest App, the “UNest Platform”), you are agreeing to be bound by the following membership terms and conditions (these “Membership Terms”), as well as the terms of our Privacy Policy (available here: UNest Privacy Policy) all of which may be modified from time to time without notice to you. Please review them carefully.

Any non-public portions of the UNest Platform are intended solely for use by individuals who have an active UNest membership (a “Membership”) through UNest Holdings. A Membership to the UNest Platform provides for access to, among other products, features and services, financial literacy content, for educational purposes only, gifting, rewards, and other features through the UNest App, investment accounts through UNest Advisers and UNest Securities, and certain cryptocurrency features through UNest Crypto.

You will be charged a flat monthly membership fee (the “Membership Fee”) for services provided through the UNest Platform. Your Membership Fee will be $4.99 per month. The Membership Fee is generally deducted from a linked bank account or other payment source identified during your onboarding process, however, if you have not identified a linked bank account or valid payment source or there are insufficient funds in your linked bank account, we may deduct the Membership Fee from your investment accounts. If your Membership is canceled, we reserve the right to liquidate your positions, distribute the proceeds to you, and close your accounts.

The UNest Platform is intended solely for use by individuals who are age 18 or older. Any access to or use of the UNest Platform by individuals under age 18 is unauthorized, unlicensed, and in violation of these Membership Terms. By accessing or using the UNest Platform, you represent and warrant that you are 18 or older.

The UNest Platform is intended solely for use by individuals located in the United States. UNest makes no representation that the UNest Platform is suitable or available for use outside of the United States or that accessing the UNest Platform from locations outside the United States is legal or permissible under local law.

The UNest Platform is for Educational Use Only

The information available on the public portions of the UNest Platform (e.g., the “Blog”, pages of our Website or any other sections of the UNest Platform that are available to persons who are not clients of UNest) are provided for educational purposes only and are not intended to provide legal, tax, or financial planning advice. In using the publicly available portions of the UNest Platform, you agree that you are responsible for your own investment research and decisions, that you will not rely on the UNest Platform as the primary basis for your investment decisions, and, except as otherwise provided herein, UNest will not be liable for any actions you take based on information you receive via the publicly available portions of the UNest Platform.

Access to the UNest Platform

UNest reserves the right at any time, in its sole discretion, to deny you access to the UNest Platform or any portion of the UNest Platform without prior notice and without reason. For the avoidance of doubt, your access to and use of the publicly available portions of the UNest Platform shall be governed by these Membership Terms, the provision of any investment advisory services to you shall be governed by your Advisory Agreement, and the provision of any cryptocurrency services to you shall be governed by your Crypto Agreement. Notwithstanding the foregoing or anything else in these Membership Terms to the contrary, in the event of any conflict between these Membership Terms and your Advisory Agreement or Crypto Agreement, the Advisory Agreement or Crypto Agreement, as applicable, shall control.

Accessing External Links

Where the UNest Platform links to content created by third parties unaffiliated with UNest, we are not responsible for such content and do not endorse or approve it. Any such content may contain terms and conditions, privacy provisions, confidentiality provisions, or other provisions that differ from these Membership Terms. UNest assumes no responsibility or liability whatsoever for the accuracy, reliability, or opinions contained in such third-party content. If you decide to access such content, you do so at your own risk.

Conditions of Use

You agree that you will comply with all applicable laws, including, without limitation, privacy laws, intellectual property laws, anti-spam laws, export control laws, tax laws, and regulatory requirements. You further agree that you will use the UNest Platform solely for your personal, non-commercial use and will not attempt to interfere with the functioning of the UNest Platform in any way.

Access and Interference

You agree not to:

  • use any robot, spider, scraper, deep link, or other similar automated data gathering or extraction tools, program, algorithm, or methodology to access, acquire, copy, or monitor the UNest Platform or any portion of the UNest Platform other than via software that sends queries to the UNest Platform to index or rank a website for search and location purposes, without our express written consent, which may be withheld in our sole discretion;

  • use or attempt to use any engine, software, tool, agent, or other device or mechanism (including without limitation browsers, spiders, robots, avatars, or intelligent agents) to navigate or search the UNest Platform, other than the search engines and search agents available through the UNest Platform and other than generally available third-party web browsers;

  • post or transmit any file which contains viruses, worms, Trojan horses, or any other contaminating or destructive features or that otherwise interfere with the proper functioning of the UNest Platform;

  • attempt to decipher, decompile, disassemble, or reverse-engineer any of the software comprising or in any way making up a part of the UNest Platform; or

  • attempt to access or use password-protected or other secure areas of the UNest Platform unless you are an authorized user.

Copyright and Other Intellectual Property

The UNest Platform and all content and other materials on the UNest Platform, including, without limitation, the UNest logo, and all designs, text, graphics, pictures, information, data, software, sound files, other files, and the selection and arrangement thereof (collectively, the “Platform Materials”) are the proprietary property of UNest or our licensors or users and are protected by U.S. and international copyright laws and treaty provisions, trademarks laws, and other proprietary rights laws. UNest also owns a copyright in the selection, coordination, and arrangement of the Platform Materials.

The Platform Materials are provided by UNest only for lawful use by UNest clients and, with respect to Platform Materials available on the public portions of the UNest Platform, members of the general public. The Platform Materials may not be copied, republished, incorporated into another website or reproduced (whether by linking, framing, or any other method), transmitted, distributed, uploaded, posted, used to create a derivative work, or exploited in any other way without the express prior written consent of UNest. Use of the UNest Platform does not grant users any right, title, or interest in the Platform Materials.

Any use of the Sites or the Site Materials other than as specifically authorized herein without the prior written permission of UNest is strictly prohibited and will terminate the license granted herein. Such unauthorized use may also violate applicable laws, including, without limitation, copyright and trademark laws and applicable communications regulations and statutes. Unless explicitly stated herein, nothing in these Site Terms shall be construed as conferring any license to intellectual property rights, whether by estoppel, implication, or otherwise. This license is revocable at any time.

Digital Millennium Copyright Act

Pursuant to the Digital Millennium Copyright Act of 1998 (the “DMCA”), UNest will respond expeditiously to notices of alleged copyright infringement on the UNest Platform that are reported to UNest’s Designated Copyright Agent identified below.

UNest prohibits copyright infringing activities on the UNest Platform and will, if properly notified of infringing files, expeditiously remove or disable access to such files. Upon receipt of the Notice, UNest will take whatever action, in its sole discretion, it deems appropriate, including removing or disabling access to the material without prior notice, to the extent it is technologically possible, given the nature of the UNest Platform.

Notice: If you are a copyright owner or agent thereof, please report alleged copyright infringements taking place on or through the UNest Platform or other UNest services by completing a DMCA notice of alleged infringement (a “Notice”) and delivering it to UNest’s Designated Copyright Agent. Upon receipt of a Notice, UNest will take whatever action, in its sole discretion, it deems appropriate, including removal of the challenged content from the UNest Platform. UNest will make best efforts to review the Notice as soon as possible and to promptly remove or block access to the content, so long as all the required information is included in the Notice.

Please provide the following information to our Designated Copyright Agent:

  • Identify the copyrighted work claimed to have been infringed, or if multiple copyrighted works on the UNest Platform are covered by this Notice, a representative list of the copyrighted works that are claimed to have been infringed.

  • Identify the material or activity claimed to be infringing or to be the subject of infringing activity and provide information reasonably sufficient to locate the material, including, at minimum, if applicable, the URL.

  • Include a short explanation of how the content infringes your rights.

  • Provide information reasonably sufficient to permit us to contact you, such as a mailing address, telephone number, and, if available, email address.

  • Include both of the following statements in the body of the Notice:

“I hereby state that I have a good faith belief that the disputed use of the copyrighted material or reference or link to such material is not authorized by the copyright owner, its agent, or the law (e.g., as a fair use).”

“I hereby state that the information in this Notice is accurate and, under penalty of perjury, that I am the owner, or authorized to act on behalf of the owner, of the copyright or of an exclusive right under the copyright that is allegedly infringed.”

  • Sign the Notice by providing a physical or electronic signature along with your full legal name.

Counter Notice: Once an appropriate Notice is received, UNest will follow the procedures provided in the DMCA, which set forth a notice and takedown process, subject to the alleged infringer’s right to submit a counter-notification (a “Counter-Notice”) claiming lawful use of the copyright or other intellectual property interest that is allegedly infringed. Please note that any Notices or Counter Notices received may be sent to UNest’s legal advisors.

Any Counter Notice should include the following:

  • Your name, address, telephone number, and email address.

  • An identification of the material that UNest has taken down.

  • A statement under penalty of perjury that you have a good faith belief that the material was removed as a result of mistake or misidentification.

  • A statement that you consent to the jurisdiction of the U.S. District Court for the federal district in which you reside or the jurisdiction of the U.S. District Court for the Central District of California if you reside outside the United States and that you will accept service of process from the complaining party or its agent in the event that a lawsuit is filed against you from the complaining party or its agent in the event that a lawsuit is filed against you relating to such content.

  • Your physical or electronic signature.

UNest’s Designated Copyright Agent:

UNest Holdings, Inc.
5161 Lankershim Boulevard, Suite 250
North Hollywood, California 91601
support@unest.co

Trademarks. The UNest logo and any other product or service name, or slogan contained in the Sites are trademarks of UNest and its suppliers or licensors and may not be copied, imitated, or used, in whole or in part, without the prior written permission of UNest or the applicable trademark holder. You may not use any metatags or any other “hidden text” utilizing “UNest” or any other name, trademark, or product or service name of UNest without our prior written permission. In addition, the look and feel of the Sites, including all page headers, custom graphics, button icons, and scripts, is the service mark, trademark, and/or trade dress of UNest and may not be copied, imitated, or used, in whole or in part, without our prior written permission. All other trademarks, registered trademarks, product names, and company names or logos mentioned in the Sites are the property of their respective owners. Reference to any products, services, processes, or other information, by trade name, trademark, manufacturer, supplier, or otherwise does not constitute or imply endorsement, sponsorship, or recommendation thereof by UNest.

Hyperlinks. You are granted a limited, non-exclusive right to create a text hyperlink to the Sites for non-commercial purposes, provided such link does not portray UNest or any of its products and services in a false, misleading, derogatory, or otherwise defamatory manner and provided further that the linking site does not contain any adult or illegal material or any offensive material, harassing or otherwise objectionable. This limited right may be revoked at any time. You may not use a UNest logo or another proprietary graphic of UNest to link to the Sites without the express written permission of UNest. Further, you may not use, frame, or utilize framing techniques to enclose any UNest trademark, logo, or other proprietary information, including the images found at the Sites, the content of any text, or the layout/design of any page or form contained on a page on the Sites without UNest’s express written consent. Except as noted above, you are not conveyed any right or license by implication, estoppel, or otherwise in or under any patent, trademark, copyright, or proprietary right of UNest or any third party.

UNest makes no claim or representation regarding and accepts no responsibility for the quality, content, nature, or reliability of third-party Web sites accessible by hyperlinks from the Sites or Web sites linking to the Sites. Such sites are not under the control of UNest, and UNest is not responsible for the contents of any linked site or any link contained in a linked site or any review, changes, or updates to such sites. UNest provides these links to you only as a convenience, and the inclusion of any link does not imply affiliation, endorsement, or adoption by UNest of any site or any information contained therein.

Third-Party Products and Services. UNest Holdings, Inc. may provide or allow users to provide information about or links to third-party products or services on the Sites. Your business dealings or correspondence with, or participation in promotions of, such third parties, and any terms, conditions, warranties, or representations associated with such dealings or promotions, are solely between you and such third party. UNest is not responsible or liable for any loss or damage of any sort incurred as the result of any such dealings or promotions or as the result of the presence of such non-UNest advertisers or third-party information on the Sites.

UNest Gifting Program Service Provider

Unest Holdings, Inc. has contracted with certain service providers in order to provide UNest Gifting Program services to you. Certain services are offered through Synapse Financial Technologies, Inc. and its affiliates Synapse Brokerage LLC and Synapse Credit LLC (collectively, “Synapse”) and certain third-party financial service providers (each of the foregoing being a “Partner Financial Institution”). Synapse is not a bank and is not affiliated with UNest Holdings, Inc. Brokerage accounts and cash management programs for the UNest Gifting Program are provided through Synapse Brokerage LLC (“Synapse Brokerage”), an SEC-registered broker-dealer and member of FINRA and SIPC. Additional information about Synapse Brokerage can be found on FINRA’s BrokerCheck.

By participating in a Synapse cash management program, you acknowledge receipt of and accept the Synapse Terms of Service and Privacy Policy, and the applicable disclosures and agreements available in Synapse’s Disclosure Library. The Partner Financial Institution(s) participating in a Synapse cash management program can be found in the List of Program Banks.

By creating an account with UNest Holdings, Inc. and initiating UNest Gifting Program financial transactions, you agree to the Synapse Terms of Service and Privacy Policy. You also agree to the terms of service and privacy policy of Synapse’s Partner Financial Institution corresponding to the financial service and product(s) you select (collectively, “Synapse Terms”), each of which can be found here and which are incorporated herein by reference. By creating an account with us, you acknowledge that Synapse may share your information as necessary with their affiliates, Partner Financial Institutions and other service providers in connection with providing their respective services. It is your responsibility to make sure that the information you provide to UNest Holdings, Inc. is accurate and complete. Additionally, you are responsible for complying with Synapse Terms when using your account. It is your responsibility to read and understand Synapse Terms as it contains terms and conditions relating to your account including but not limited to your rights, limitations, reversal and other liabilities, limitation of liability and binding arbitration provisions. All UNest Gifting Program financial transactions are performed by Synapse’s Partner Financial Institutions, a list of which can be found at synapsefi.com/legal. UNest Holdings, Inc. will provide you with access to all transaction notifications and account balances in addition to providing customer support relating to your account. You should refer to your account agreement for more important information.

Life Benefit from Wysh

Life Benefit from Wysh Life and Health Insurance Company (“Wysh”)  is available for active UNest Holdings, Inc. members who are in good standing. The benefit, powered by Wysh, is based on a percentage of the assets in your core investment accounts. Life Benefit is not an offer from, underwritten or administered by UNest Advisors or UNest Securities LLC. Members can also purchase individual coverage by viewing Wysh offers. For additional Life Benefit terms and disclosures, click here.

User Content and Interactive Services or Areas. The Sites may include interactive areas or services (“Interactive Areas”), such as forums, chat rooms or message boards, online hosting or storage services, or other areas or services in which you or other users create, post, or store any content, messages, materials, data, information, text, music, sound, photos, video, graphics, applications, code or other items or materials on the Sites (“User Content”). You are solely responsible for your use of such Interactive Areas and use them at your own risk. By using any Interactive Areas, you agree not to post, upload to, transmit, distribute, store, create or otherwise publish through the Sites any User Content that (i) is unlawful, libelous, defamatory, obscene, indecent, lewd, suggestive, harassing, threatening, invasive of privacy or publicity rights, abusive, inflammatory, fraudulent or otherwise objectionable; (ii) that would constitute, encourage or provide instructions for a criminal offense, violate the rights of any party, or that would otherwise create liability or violate any local, state, national or international law; (iii) that may infringe any patent, trademark, trade secret, copyright or other intellectual or proprietary rights of any party. By posting any User Content, you represent and warrant that you have the lawful right to distribute and reproduce such User Content; (iv) that impersonates any person or entity or otherwise misrepresents your affiliation with a person or entity; (v) that constitutes (a) unsolicited promotions, political campaigning, advertising or solicitations; (b) private information of any third party, including, without limitation, addresses, phone numbers, email addresses, Social Security numbers and credit card numbers; or (c) viruses, corrupted data or other harmful, disruptive or destructive files; and (vi) that, in the sole judgment of UNest, is objectionable or which restricts or inhibits any other person from using or enjoying the Interactive Areas or the Sites, or which may expose UNest or its users to any harm or liability of any type.

You further agree that you are solely responsible for your conduct while on the Sites, and you agree that you will not do any of the following in connection with the Site or its users: (i) use the Site or the Service in any manner that could interfere with, disrupt, negatively affect or inhibit other users from fully enjoying the Site or that could damage, disable, overburden or impair the functioning of the Site in any manner; (ii) impersonate or post on behalf or any person or entity or otherwise misrepresent your affiliation with a person or entity; (iii) cheat or utilize unauthorized exploits in connection with the Service; (iv) stalk, intimidate, threaten, or otherwise harass or cause discomfort to other users; (v) send any unsolicited commercial messages; (vi) use the Site or the Service for any illegal or unauthorized purpose or engage in, encourage, or promote any illegal activity, or any activity that violates these Terms of Use; or (vii) circumvent or attempt to circumvent any filtering, security measures or other features UNest may from time to time adopt to protect the Sites, its users or third parties.

UNest takes no responsibility and assumes no liability for any User Content posted, stored, or uploaded by you or any third party or for any loss or damage thereto, nor is UNest liable for any mistakes, defamation, slander, libel, omissions, falsehoods, obscenity, or profanity you may encounter. Your use of Interactive Areas is at your own risk. Enforcement of the user content or conduct rules set forth in these Site Terms is solely at UNest’s discretion, and failure to enforce such rules in some instances does not constitute a waiver of our right to enforce such rules in other instances. In addition, these rules do not create any private right of action on the part of any third party or any reasonable expectation that the Sites will not contain any content prohibited by such rules. As a provider of interactive services, UNest is not liable for any statements, representations, or User Content provided by its users in any public forum, personal home page, or other Interactive Area. Although UNest has no obligation to screen, edit or monitor any of the Content posted in any Interactive Area, UNest reserves the right and has absolute discretion to remove, screen, or edit any User Content posted or stored on the Sites at any time and for any reason without notice, and you are solely responsible for creating backup copies of and replacing any User Content you post or store on the Sites at your sole cost and expense. Any use of the Interactive Areas or other portions of the Sites in violation of the foregoing violates these Site Terms and may result in, among other things, termination or suspension of your rights to use the Interactive Areas and/or the Sites.

If you post User Content to the Sites, unless we indicate otherwise, you grant UNest and its affiliates a nonexclusive, royalty-free, perpetual, irrevocable, and fully sublicensable right to use, reproduce, modify, adapt, publish, translate, create derivative works from, distribute, perform and display such User Content throughout the world in any media on or in connection with the Sites and the promotion thereof. You grant UNest and its affiliates and sublicensees the right to use the name that you submit in connection with such content if we choose. You understand and agree that the use of your or other users’ name, likeness, voice, or identity in connection with various features on the Sites does not imply any endorsement of such feature or of the Sites of UNest unless explicitly stated otherwise. You represent and warrant that (a) you own and control all of the rights to the User Content that you post or you otherwise have the right to post such User Content to the Sites; (b) the User Content is accurate and not misleading, and (c) use and posting of the User Content you supply does not violate these Site Terms and will not violate any rights of or cause injury to any person or entity.

Registration Data. Account Security. In consideration of your use of the Sites, you agree to (a) provide accurate, current, and complete information about you as may be prompted by any registration forms on the Site (“Registration Data”); (b) maintain the security of your password and identification; (c) maintain and promptly update the Registration Data, and any other information you provide to UNest, to keep it accurate, current and complete; and (d) accept all risks of unauthorized access to the Registration Data and any other information you provide to UNest. You are responsible for maintaining the confidentiality of any account information, user names, logins, passwords, and security questions and answers that you use to access any page or feature on the Sites and for logging off of your account and any protected areas of the Sites. Further, you are fully responsible for all activities occurring under your accounts, user names, logins, passwords, and security questions and answers resulting from your negligence, carelessness, misconduct, or failure to use or maintain appropriate security measures. If you become aware of any suspicious or unauthorized conduct concerning your accounts, user names, logins, passwords, or security questions and answers, you agree to contact UNest immediately. UNest will not be liable for any loss or damage arising from your failure to comply with this paragraph.

International use. The investment advisory services referred to on the Sites are intended to be made available only to U.S. residents. The Sites are not to be a solicitation for or offering of any service or product to any person in any jurisdiction where such solicitation or offering would be illegal.

Because of the global nature of the Internet, you agree to comply with all local rules with respect to your account and your online conduct, including all laws, rules, codes, and regulations of the country in which you reside and the country from which you access the Sites, including without limitation, all laws, rules, codes, regulations, decrees, acts, orders, directives, legislation, bills, and statutes pertaining to tax, contracts, intellectual property, securities, e-commerce, banking, technology, computers, fraud, and privacy. In addition, you agree to comply with all applicable laws, rules, codes, and regulations regarding the transmission of technical data exported from the United States or cross-border transmission of data including under applicable data privacy laws.

Modifications to the Sites. UNest reserves the right to change any and all content contained in the Sites and to modify, suspend or discontinue the Sites or any Services offered through the Sites or any features or functionality of the Sites or the Services at any time without notice and without obligation or liability to you.

Feedback

Your feedback is welcome and encouraged. You may submit feedback by emailing us at: support@unest.co. You agree, however, that (i) by submitting unsolicited ideas to UNest or any of its officers, directors, employees, agents, or representatives, by any medium, including but not limited to email, written, or oral communication, you automatically forfeit your right to any intellectual property rights in such ideas, and (ii) such unsolicited ideas automatically become the property of UNest. You hereby assign and agree to assign all rights, title, and interest you have in such feedback and ideas to UNest, together with all intellectual property rights therein. In addition, you warrant that all moral rights in any feedback have been waived, and you do hereby waive any such moral rights.

Disclaimer of Warranties

Your use of the UNest Platform and the personal information you provide is at your sole discretion and risk. The UNest Platform and all materials, information, products, and services included therein are provided on an AS IS and AS AVAILABLE basis without warranties of any kind from UNest.

UNEST EXPRESSLY DISCLAIMS ALL WARRANTIES OF ANY KIND, EXPRESS, IMPLIED, OR STATUTORY, RELATING TO THE UNEST PLATFORM, CONTENT, OR USER INFORMATION, INCLUDING WITHOUT LIMITATION THE WARRANTIES OF TITLE, MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT OF PROPRIETARY RIGHTS, COURSE OF DEALING OR COURSE OF PERFORMANCE. UNEST DISCLAIMS ANY WARRANTIES, EXPRESS OR IMPLIED:

  • REGARDING THE AVAILABILITY, SECURITY, ACCURACY, RELIABILITY, TIMELINESS, AND PERFORMANCE OF THE UNEST PLATFORM, CONTENT, OR USER INFORMATION;

  • THAT THE UNEST PLATFORM WILL BE ERROR-FREE OR THAT ANY ERRORS WILL BE CORRECTED;

  • THAT THE UNEST PLATFORM WILL BE FREE FROM ELECTRONIC VIRUSES; OR

  • REGARDING THE PERFORMANCE OF OR ACCURACY, QUALITY, CURRENCY, COMPLETENESS, OR USEFULNESS OF ANY INFORMATION PROVIDED BY UNEST ON THE UNEST PLATFORM, INCLUDING BUT NOT LIMITED TO INFORMATION OBTAINED THROUGH SOCIAL MEDIA.

No advice or information, whether oral or written, obtained by you from the UNest Platform shall create any warranty not expressly stated in these Membership Terms. If you choose to rely on such information, you do so solely at your own risk.

Some states or jurisdictions do not allow the exclusion of certain warranties. Accordingly, some of the above exclusions may not apply to you.

Limitation of Liability

NEITHER UNEST NOR ANY OF ITS OFFICERS, DIRECTORS, EMPLOYEES, OR AGENTS SHALL BE LIABLE IN ANY WAY FOR ANY DAMAGES WHATSOEVER, INCLUDING, WITHOUT LIMITATION, INDIRECT, SPECIAL, PUNITIVE, CONSEQUENTIAL, OR INCIDENTAL DAMAGES (INCLUDING, WITHOUT LIMITATION, LOST PROFITS, COST OF PROCURING SUBSTITUTE SERVICE OR LOST OPPORTUNITY) ARISING OUT OF OR IN CONNECTION WITH THE UNEST PLATFORM OR THE USE OF THE UNEST PLATFORM OR A LINKED WEBSITE (INCLUDING BUT NOT LIMITED TO THE DELAY OR INABILITY TO USE THE UNEST PLATFORM OR A LINKED WEBSITE). THIS LIMITATION SHALL APPLY REGARDLESS OF WHETHER THE DAMAGES ARE FORESEEABLE OR WHETHER UNEST HAS BEEN ADVISED OF THE POSSIBILITY OF DAMAGES. THE FOREGOING LIMITATION OF LIABILITY SHALL APPLY TO THE FULLEST EXTENT PERMITTED BY LAW IN THE APPLICABLE JURISDICTION. IN NO EVENT SHALL UNEST’S CUMULATIVE LIABILITY TO YOU EXCEED U.S. $100.

Indemnification and Hold Harmless

You agree to indemnify, defend, and hold UNest harmless from any liability, loss, claim, and expense, including attorneys’ fees, related to your violation of these Membership Terms or use of the UNest Platform. Nothing in these Membership Terms shall affect any non-waivable statutory rights that apply to you. UNest reserves the right to assume the exclusive defense and control (at your expense) of any matter that is subject to indemnification under this section. In such case, you agree to cooperate with any reasonable requests assisting UNest’s defense of such matter.

Termination

We may terminate or suspend your access to the UNest Platform, at our sole discretion, at any time for any reason without notice to you. Further, if we believe, in our sole discretion, that a violation of these Membership Terms has occurred, we may take any other corrective action we deem appropriate. We reserve the right to investigate suspected violations of these Membership Terms. We may seek to gather information from you if you are (or any other user is) suspected of violating these Membership Terms, and you agree to provide us with such information. We will fully cooperate with any law enforcement authorities or court order requesting or directing us to disclose the identity of anyone posting, publishing, or otherwise making available any user information, emails, or other materials that are believed to violate these Membership Terms.

Any suspension, termination, or cancellation shall not affect your obligations to UNest under these Membership Terms, which are intended to survive such suspension, termination, or cancellation.

Choice of Law

All UNest Platform activity or use and these Membership Terms are governed by the laws of the United States of America and the applicable laws of the State of Delaware, without regard to conflict of law principles.

Dispute Resolution; Binding Arbitration

You and UNest each agree that any claim or controversy that may arise relating in any way to your use of the publicly available portions of the UNest Platform will be determined by binding arbitration administered by JAMS in accordance with the rules and policies of JAMS then in effect. The arbitration will be conducted by a single, neutral arbitrator who will possess the requisite education and expertise in respect of the matters to which the dispute relates. This arbitration agreement includes any controversy involving the performance, construction, or breach of these Membership Terms.

You and UNest each agree that any arbitration shall apply the substantive law of Delaware to all state law claims, that limited discovery shall be conducted in accordance with the rules and policies of JAMS then in effect, and that the arbitrator may not award punitive or exemplary damages.

You understand that you are giving up the right to sue in court, including the right to a trial by jury. You understand that the right to appeal or to seek modification of any ruling or award by the arbitrator is severely limited under state and federal law.

Any award of the arbitrator will be final and binding, and judgment on such award may be entered in any court having jurisdiction. This arbitration provision will be enforced and interpreted exclusively in accordance with applicable federal laws of the United States, including the Federal Arbitration Act. Any costs, attorneys’ fees, or taxes involved in confirming or enforcing the award will be fully assessed against and paid by the party resisting confirmation or enforcement of said award.

You agree that any arbitration hearing will be held in the State of California.

You agree that this agreement to arbitrate shall be binding on you, your heirs, administrators, representatives, executors, successors, and assigns.

Class Action Waiver

You agree that any arbitration or proceeding shall be limited to the dispute between you and UNest, individually. To the full extent permitted by applicable law, you agree that (i) no arbitration or proceeding shall be joined with any other, (ii) there is no right or authority for any dispute to be arbitrated or resolved on a class action basis or to utilize class action procedures, and (iii) there is no right or authority for any dispute to be brought in a purported representative capacity on behalf of the general public or any other persons. You agree that you may bring claims against UNest only in your individual capacity and not as a plaintiff or class member in any purported class or representative proceeding. You understand that you are giving up the right to arbitrate or litigate on a class basis.

Waiver and Severability of Membership Terms

Any waiver of any provision contained in these Membership Terms must be in writing and signed by UNest, and shall not be deemed to be a waiver of any other right, term, or provision of these Membership Terms. If any provision in these Membership Terms is determined to be wholly or partially invalid, illegal, or unenforceable, such provision shall be enforced to the extent it is legal and valid, and the validity, legality, and enforceability of the remaining provisions shall in no way be affected or impaired thereby.

Assignment of Membership Terms

You may not assign these Membership Terms (by operation of law or otherwise) without the prior written consent of UNest, and any prohibited assignment will be null and void. UNest may assign these Membership Terms or any rights hereunder without your consent.

UNest Platform and Membership Terms Subject to Change

UNest reserves the right to change these Membership Terms by posting revised terms and conditions on its Website. If you don’t agree with these changes, you must stop using the UNest Platform. The information on the UNest Platform is subject to change without notice.

Supersedes Prior Agreements. 

This Agreement shall supersede and replace all prior agreements and understandings, oral or written, between You and UNest regarding the use of the UNest platform, including but not limited to any terms previously described in the Program Agreement.

Wireless Carrier Identity Verification Consent

You authorize your wireless carrier to use or disclose information about your account and your wireless device, if available, to UNest Advisers, LLC, their affiliates, or their service provider for the duration of your UNest membership, solely to help them identify you or your wireless device and to prevent fraud. See our Privacy Policy for how we treat your data.

 

Last updated: April 29, 2024