Terms and Conditions

Terms and Conditions

1. ACCEPTANCE OF TERMS

Poolnest, Inc. (“Poolnest”) provides pool cleaning Software as a Service branded as Poolnest, the website at https://www.poolnest.com, any Mobile Apps (as defined below), and other related software, content, and services, including all versions and upgrades to it (collectively, the “Services”). Your use of the Services is subject to and governed by the terms and conditions in this Terms of Service (“TOS”). Poolnest may, at its discretion, update this TOS for the Services at any time. You can access and review the most current version of this TOS at the URL for this page or by clicking on the “Terms and Conditions” link within the Services or as otherwise made available by Poolnest.

ALL USERS ARE REQUIRED TO REVIEW THESE TERMS OF CONDITIONS CAREFULLY. BY REGISTERING FOR AN ACCOUNT OR OTHERWISE ACCESSING OR USING THE SERVICES OF POOLNEST, YOU AGREE TO BE BOUND BY THESE TERMS AND CONDITIONS, INCLUDING ANY UPDATES OR REVISIONS POSTED HERE OR OTHERWISE COMMUNICATED TO YOU. IF YOU DO NOT AGREE WITH THE TERMS AND CONDITIONS OF THIS TOS, YOU MAY NOT ACCESS OR USE THE SERVICES OF POOLNEST.

THIS TOS REQUIRES FINAL AND BINDING ARBITRATION TO RESOLVE ANY DISPUTE OR CLAIM ARISING OUT OF OR RELATING IN ANY WAY TO THIS TOS, OR YOUR ACCESS TO OR USE OF THE SERVICES, INCLUDING THE VALIDITY, APPLICABILITY OR INTERPRETATION OF THIS TOS, AND YOU AGREE THAT ANY SUCH CLAIM WILL BE RESOLVED ONLY ON AN INDIVIDUAL BASIS AND NOT IN A CLASS, CONSOLIDATED OR REPRESENTATIVE ACTION, ARBITRATION OR OTHER SIMILAR PROCESS. PLEASE REVIEW SECTION 14 CAREFULLY TO UNDERSTAND YOUR RIGHTS AND OBLIGATIONS WITH RESPECT TO THE RESOLUTION OF ANY CLAIM.

You represent and warrant that you: (a) are of legal age to form a binding contract with POOLNEST; (b) have the right, authority, and capacity to agree to and abide by this TOS; and (c) are not a person barred from using the Services under the laws of any applicable jurisdiction. THE SERVICES ARE NOT INTENDED FOR USERS UNDER THE AGE OF 13, AND SUCH USERS ARE EXPRESSLY PROHIBITED FROM SUBMITTING ANY PERSONAL DATA OR USING ANY ASPECT OF THE POOLNEST SERVICES. BY TAKING SUCH ACTIONS, YOU AGREE, REPRESENT, AND WARRANT THAT YOU ARE 13 YEARS OF AGE OR OLDER.

2. RIGHTS

(a) Grant. Subject to and conditioned on your compliance with this TOS, Pool nest hereby grants you a personal, non-exclusive, non-transferable, non-sublicensable, revocable license solely to use the Services only for your commercial use. Your access to and use of the Services must further comply in all material respects with all usage guidelines posted by Poolnest.

(b) Mobile Apps. Poolnest may make available mobile software applications for access to and use of certain components of the Services (collectively, “Mobile Apps“). Your access to and use of Mobile Apps is subject to and governed by this TOS. If you download any Mobile App from the iTunes App Store, Google Play store, or other app store provider, your use of such app is further subject to your compliance in all material respects with the terms and conditions of the Usage Rules set forth in the iTunes App Store Terms of Service, Google Play Terms of Service, or other app store provider’s terms of service, as applicable. This TOS is between you and Poolnest only, and not with Apple Inc. (“Apple”) or Google LLC (“Google”) or any other app store provider.

(c) Trademarks. You may not use Poolnest or any of its names, brands, trademarks, service marks and logos that Poolnest makes available on the Services (“Marks”). Pool nest claims trademark protection over all such Marks and you will not use the Marks except as expressly authorized herein.  You will not remove or alter the Marks or any proprietary notices on the Services. The Marks may not be included in or as part of any registered corporate name, any other logo, or service or product name.  You may not create any derivative works of the Marks or use the Marks in a manner that creates or reasonably implies an inaccurate sense of endorsement, sponsorship, or association with Pool Nest.  You will not otherwise use business names or logos in a manner that can mislead, confuse, or deceive any third party. All use of the Marks and all goodwill arising out of such use, will inure to Pool Nest’s benefit.

3. PRIVACY POLICY

(a) In addition to this TOS, the Poolnest Privacy Policy at (insert link) (“Privacy Policy”) applies to how Poolnest may process information provided as part of the Services. You acknowledge and agree that by accessing or using the Services, Poolnest may receive certain information about you, including personal information, as set forth in the Privacy Policy, and Poolnest may collect, use, disclose, store, share, and process such personal information in accordance with such Privacy Policy.

(b) Notwithstanding the fact that you may be listed on a federal, state or other applicable “Do Not Call” list  or any current or prior election to opt in or opt out of receiving phone calls, emails, SMS or text messages, mail or other messaging from us, our agents, representatives, affiliates, anyone calling on our behalf or our service providers regarding the Services, you expressly consent to being contacted by us, our agents, representatives, affiliates, anyone calling on our behalf or our service providers for any and all purposes arising out of,  relating to or regarding the Services, at any telephone number you provide, or physical or electronic address you provide or at which you may be reached. You agree Poolnest may contact you in any way, including SMS messages (including text messages), calls using prerecorded messages or artificial voice, and calls and messages delivered using auto telephone dialing system or an automatic texting system. Automated messages may be played when the telephone is answered, whether by you or someone else. In the event that an agent or representative calls, he or she may also leave a message on your answering machine, voice mail, or send one via SMS or text.  You consent to receive SMS messages (including text messages), calls, messages (including prerecorded and artificial voice and autodialed) or other messaging from us, our agents, representatives, affiliates, anyone calling on our behalf or our service providers at the specific number(s) you have provided to Poolnest, or numbers Poolnest can reasonably associate with your account (through skip trace, caller ID capture or other means), with information or questions about the Service or the service or products offered by our service providers. You certify, warrant and represent that the telephone numbers that you have provided to Poolnest are your contact numbers. You represent that you are permitted to receive calls at each of the telephone numbers you have provided to Poolnest or to our service providers.  You agree to promptly alert Poolnest and our service providers whenever you stop using a particular telephone number.  Your cellular or mobile telephone provider will charge you according to the type of plan you carry. Poolnest may listen to and/or record phone calls between you and Poolnest’s representatives without notice to you as permitted by applicable law. For example, Poolnest listens to and records calls for quality improvement and monitoring purposes.

4. PROPRITARY RIGHTS

(a) You grant Poolnest and its service providers an everlasting, non-reversible, global, royalty-free, fully paid, non-exclusive, sublicensable, transferable license to utilize, reproduce, adjust, create derivative works from, publicly perform, publicly display, distribute, create, and have created all content (in any form and medium, whether presently known or developed in the future) that you provide in relation to the Services. You acknowledge and consent that the technical handling and transmission of data linked with the Services may necessitate: (i) transmissions across different networks and across borders; and (ii) modifications to conform, link, and adapt to the technical requirements of networks or devices.

(b) The services offered to you here or accessible through Poolnest are licensed, not sold, and Poolnest maintains and holds onto all rights not explicitly provided in this TOS. You recognize and consent that, in the relationship between you and Poolnest, Poolnest and its licensors possess all rights, ownership, and stake (including intellectual property rights) in the services, as well as all data, content, and other materials within the services. The services are safeguarded by U.S. and international copyright and other intellectual property laws and agreements. Poolnest retains all rights not specifically given to you in this TOS.

(c) You’re accountable for your Poolnest account and password, and should not share them with others. You’re responsible for all actions taken using your Poolnest account. Notify Poolnest promptly if you suspect unauthorized use of your account or any security breach. If your account stays inactive for three months or more, Poolnest reserves the right, without liability, to suspend or terminate your account, deleting your content, with or without prior notice to you.

5. USER CONDUCT AND SERVICE RESTRICTIONS

  1. While using Poolnest’s Services, you agree not to:

    (i) Modify, reproduce, sublicense, distribute, or transfer the Services in any way that isn’t expressly allowed in this TOS;

    (ii) Attempt to uncover trade secrets, source code, or system components within or related to the Services;

    (iii) Disrupt or compromise the Poolnest’s Services’ performance or integrity, preventing others from enjoying them;

    (iv) Provide the Services to others, create links to or replicate them on other servers or devices;

    (v) Use the Services to develop, market, or sell products competing with Poolnest’s features;

    (vi) Breach any laws or regulations, use the Services for illegal purposes, or violate third-party privacy rights;

    (vii) Remove any proprietary notices within the Services;

    (viii) Misrepresent your identity or affiliation with Poolnest or its personnel;

    (ix) Falsify headers or disguise the origin of transmitted content;

    (x) Overload the Services or their infrastructure unreasonably;

    (xi) Employ automated tools or means to access or archive substantial portions of the Services;

    (xii) Engage in negotiations or solicit Professional Services without genuine intent to utilize or pay for them; or

    (xiii) Indirectly partake in any of the aforementioned actions.

    (b) Additionally, you will not upload, transmit, or make available any content that:

    (i) Is unlawful, harmful, or offensive;

    (ii) Violates confidentiality or proprietary rights, including information from prior employment or non-disclosure agreements;

    (iii) Infringes upon any intellectual property rights of others;

    (iv) Constitutes spam, unsolicited promotions, or unlawful solicitations;

    (v) Contains malware or code intended to harm software or hardware;

    (vi) Contains illegal or defamatory material;

    (vii) Presents false or inaccurate information.

    (c) Poolnest’s failure to enforce these guidelines doesn’t waive their right to do so in the future, won’t be seen as a breach of agreement, and doesn’t create rights for any other party.

6. SUBSCRIPTION FEE AND SERVICES

Certain aspects of the Poolnest services necessitate the payment of fees for access and utilization (“Subscription Services“). The Subscription Fee denotes the monthly or annual charge for the Subscription Services as listed on our website periodically or communicated to you upon registering for the Subscription Services. Payment should be made as per Section 6 of this agreement. Poolnest reserves the right to modify Subscription Fees at its sole discretion, and these fees may be charged or retained if contractual obligations under this TOS are not met.

All payments must be in United States dollars and can be made via electric funds transfer, credit card, or other methods specified by Poolnest. Poolnest may opt to utilize Stripe for payment, analytics, or additional business services. If Stripe is used, it will gather device identification information for operational and enhancement purposes, including fraud detection, to better serve Poolnest. For more details and to review the privacy policy, please visit https://stripe.com/privacy.

7. FEEDBACK

By choosing to offer Poolnest any suggestions, comments, ideas, enhancements, or other feedback regarding the Services (“Feedback”), Poolnest will possess and have the freedom to utilize, alter, adjust, generate derivative works from, publicly showcase, distribute, produce, authorize, transfer, or in any other way, grant rights to your Feedback in any form and across any medium (whether presently existing or developed in the future), without the need to credit or compensate you.

8. DEALINGS WITH THIRD PARTIES AND ADVERTISERS

Poolnest services may encompass or grant access to Professional Service Providers, third-party products, services, content, or offerings, including advertisements for these (“Third Party Services“). You recognize that distinct terms of use and privacy policies may govern your utilization of such Third Party Services, and these terms and policies exist solely between you and the advertiser or the respective third party. You consent that Poolnest does not endorse and holds no responsibility or liability for any matters concerning Third Party Services.

9. INDEMNIFICATION

You agree to protect and hold Poolnest, its affiliates, and all of their officers, directors, employees, agents, partners, and licensors (collectively referred to as “Poolnest Parties“) harmless from any losses, damages, costs, liabilities, and expenses, including reasonable legal fees. This indemnity applies to instances resulting from or connected to:

(a) Content you submit to Poolnest.

(b) Your violation of this Terms of Service (TOS), any laws, regulations, or the rights (including intellectual property rights) of others.

(c) Your use of the Services, except as explicitly allowed in this TOS.

(d) Your interactions with any other user.

(e) Your request, receipt, offer, or provision of Professional Services through Poolnest, including any injuries, losses, or damages (compensatory, direct, incidental, exemplary, punitive, consequential, or otherwise) arising from such Professional Services.

10. DISCLAIMER OF POOLNEST WARRANTIES

(a) Your use of the Poolnest services and professional offerings carries inherent risks. These services are provided on an “as is” and “as available” basis, acknowledging all possible faults. To the fullest extent permitted by applicable law, Poolnest Parties explicitly disclaim all warranties, be they express, implied, statutory, customary, or otherwise, including but not limited to the implied warranties of merchantability, quality, fitness for a specific purpose, title, and non-infringement.

(b) Poolnest Parties do not warrant, represent, or guarantee: (i) that the services or professional offerings will meet your specific requirements; (ii) uninterrupted, timely, secure, virus-free, or error-free access to the services; or (iii) the accuracy, reliability, currency, or completeness of the information or any outcomes resulting from accessing or utilizing the services.

(c) Poolnest Parties makes no warranty, representation, or guarantee regarding services rendered by third-party service providers or professional service providers. Specifically, Poolnest disclaims any warranty, representation, or guarantee concerning the quality, safety, legality, or other attributes of such services or the conduct of any third-party service provider or professional service providers.

(d) All content provided through the services is solely for informational purposes. You bear sole responsibility for verifying the accuracy of all content before taking any action or refraining from doing so.

(e) This disclaimer of warranties might not be enforceable in certain jurisdictions, and you may possess warranty rights under the law that cannot be waived or disclaimed. Such warranties, if any, extend solely for a period of thirty (30) days from the effective date of this agreement unless otherwise specified by law.

11. LIABILTY LIMITATION

(a) YOU UNDERSTAND AND AGREE THAT, TO THE FULLEST EXTENT PERMITTED BY LAW, ASSUMING THE RISK ASSOCIATED WITH ACCESSING, USING, OFFERING, OR RECEIVING PROFESSIONAL SERVICES THROUGH POOLNEST, AND ANY INTERACTIONS WITH OTHER POOLNEST USERS OR THIRD PARTIES—WHETHER ONLINE OR IN PERSON—REMAINS ENTIRELY YOUR RESPONSIBILITY. POOLNEST AND ITS ASSOCIATES SHALL NOT BE HELD LIABLE FOR LOST PROFITS, DATA LOSS, GOODWILL IMPAIRMENT, OR COVER COSTS, NOR FOR ANY INDIRECT, INCIDENTAL, SPECIAL, EXEMPLARY, PUNITIVE, OR CONSEQUENTIAL DAMAGES. THIS INCLUDES DAMAGES STEMMING FROM COMMERCIAL, BUSINESS, OR FINANCIAL LOSSES, EVEN IF POOLNEST OR ITS ASSOCIATES WERE AWARE OR SHOULD HAVE BEEN AWARE OF THE POTENTIAL FOR SUCH DAMAGES, REGARDLESS OF FORESEEABILITY. IN NO EVENT WILL POOLNEST OR ITS ASSOCIATES’ TOTAL LIABILITY TO YOU FOR CLAIMS LINKED TO THIS AGREEMENT OR YOUR ACCESS TO, INABILITY TO ACCESS, OR USE OF THE SERVICES, PROFESSIONAL SERVICES, OR CONTENT, OR YOUR OFFERING, RECEIVING, OR PROVIDING PROFESSIONAL SERVICES THROUGH POOLNEST, EXCEED THE AMOUNT YOU PAID TO POOLNEST FOR SERVICE ACCESS WITHIN THE TWELVE (12) MONTHS IMMEDIATELY PRECEDING THE CLAIM’S OCCURRENCE.

(b) THE LIMITATIONS, EXCLUSIONS, AND DISCLAIMERS MENTIONED ABOVE WILL REMAIN IN EFFECT REGARDLESS OF THE BASIS OF LIABILITY, WHETHER ARISING FROM CONTRACT, WARRANTY, NEGLIGENCE (INCLUDING TORT), STRICT LIABILITY, OR ANY OTHER CLAIM, AND WHETHER OR NOT THE PARTY WAS INFORMED OF THE POTENTIAL FOR SUCH LOSS OR DAMAGE. IF THE LAW PROHIBITS ANY LIABILITY LIMITATION OUTLINED HERE, THE PARTIES AGREE TO AUTOMATICALLY ADJUST THE LIMITATION TO COMPLY WITH APPLICABLE LAW. BOTH PARTIES ACKNOWLEDGE THAT THESE LIABILITY LIMITATIONS ARE AGREED UPON RISK ALLOCATIONS, AND THEY WILL PERSIST EVEN IF ANY LIMITED REMEDY FAILS TO ACHIEVE ITS ESSENTIAL PURPOSE.

12. TERMINATION AND SUSPENSION OF SERVICES

(a) Poolnest reserves the right to terminate this TOS at any given time.

(b) If you breach this TOS, Poolnest reserves the right, with or without notifying you, to promptly suspend or terminate your access to and use of the Services.

(c) Poolnest retains the discretion to modify, suspend, or cease the Services (or any part thereof) at any time, with or without prior notice. Poolnest holds no liability to you or any third party for such modifications or discontinuations.

(d) Upon termination of this TOS for any cause: (i) Poolnest may, at its discretion, delete or remove your content and information; (ii) you must immediately halt your usage of the Services; and (iii) any provision intended to survive the expiration or termination of this TOS shall do so. Moreover, you acknowledge that Poolnest is not liable to you or any third party for terminating your account or access to the Services.

13. GOVERNING LAW

This agreement will be guided by and interpreted in compliance with the United States Federal Arbitration Act, along with other relevant federal statutes, disregarding conflicts of law principles. Both parties consent that neither the United Nations Convention on Contracts for the International Sale of Goods nor the Uniform Computer Information Transaction Act (UCITA) will be applicable to this agreement, irrespective of the states where the parties conduct business or are incorporated.

14. BINDING ARBITRATION AND CLASS ACTION WAIVER

(a) All disputes related to this TOS will be settled through conclusive and binding arbitration instead of court proceedings, except when claims are brought in a small claims court. For the purpose of this TOS, a small claims court is defined as a court with limited jurisdiction that handles claims not exceeding $5,000 and falls within its jurisdiction. Arbitration does not involve a judge or jury, and the review of an arbitration award by the court is restricted.

(b) The resolution process will be overseen by the American Arbitration Association (AAA) in accordance with its prevailing Commercial Arbitration Rules or, where applicable, its Consumer Arbitration Rules. These rules are accessible at http://www.adr.org/.  All fees related to filing, administration, and the arbitrator’s services will adhere to the AAA’s guidelines. An impartial arbitrator, fluent in English, will preside over the arbitration. If an in-person hearing is required, it will be held under the Consumer Arbitration Rules, in a mutually convenient location, considering both parties’ ability to travel and relevant circumstances as determined by the arbitrator. The arbitrator’s decision will be conclusive and binding, and the resulting arbitral award can be legally enforced in any competent court.

(c) Both parties agree that any claims will be resolved individually, not through a class, consolidated, or representative action, including arbitration. Should a claim proceed to court rather than arbitration, both parties waive the right to a jury trial. By accepting this, you submit to the jurisdiction and venue of these courts, waiving objections based on venue, forum non-conveniens, or similar grounds concerning such claims.

(d) Regardless of any conflicting terms, both you and Poolnest reserve the right to pursue injunctive relief and other equitable remedies in a court of competent jurisdiction. This action aims to safeguard intellectual property rights, whether in support of, during, or separate from the resolution process outlined in Section 14’s arbitration procedures.

(e) If Poolnest makes any significant alterations to this Section 14, those changes won’t affect any Claims for which you provided written notice to Poolnest before the changes were implemented.

15. LEGAL COMPLIANCE

You affirm your commitment to abide by all relevant local, state, federal, and international laws, encompassing U.S. export regulations and the usage laws of the region where Poolnest services are utilized. Additionally, you confirm that you are not: (a) situated in a nation under a U.S. Government embargo or labeled as a “terrorist supporting” nation by the U.S. Government; and (b) listed on any U.S. Government roster of forbidden or limited entities, including the Specially Designated Nationals List.

16. U.S. GOVERNMENT ENTITIES

This clause pertains to the utilization of Poolnest’s Services by a branch or agency of the United States Government. These Services encompass “commercial computer software” and “commercial computer software documentation” as defined in 48 C.F.R. 12.212 and are categorized as “commercial items” under 48 C.F.R. 2.101. The provision of such items to the United States Government follows two criteria: (a) for procurement by or on behalf of civilian agencies, in line with the guidelines outlined in 48 C.F.R. 12.212; or (b) for procurement by or on behalf of units within the Department of Defense, adhering to the policies outlined in 48 C.F.R. 227.7202-1 and 227.7202-3. The United States Government is entitled solely to the rights articulated in this TOS concerning these items. Any access to or use of the Services by the United States Government implies: (i) acknowledgment by the United States Government that said items fall within the definitions of “commercial computer software” and “commercial computer software documentation” as specified herein; and (ii) acceptance of the rights and responsibilities delineated herein.

17. PROCEDURE FOR MAKING CLAIMS OF COPYRIGHT INFRINGEMENT

If you suspect that your work has been shared on the Poolnest platform in a manner that violates copyright, kindly provide the following details to the Agent for Notice of Copyright Claims: (a) a signature, physical or electronic, from someone authorized to represent the allegedly infringed exclusive right owner; (b) a description of the copyrighted work claimed to be infringed or, if multiple works are involved, a representative list; (c) specifics about the allegedly infringing material’s location within the platform; (d) your contact details: address, phone, and email; (e) a statement affirming your belief that the material’s use, as complained, lacks authorization from the copyright holder, agent, or law; and (f) a statement verifying the accuracy of the notification and your authority, under penalty of perjury, to act on behalf of the supposedly infringed exclusive right owner. If you genuinely believe a copyright infringement notice has been filed against you in error, please reach out to Poolnest’s Agent for Notice of Copyright Claims.

18. GENERAL PROVISIONS

This Terms of Service (TOS) constitutes the full agreement between you and Poolnest regarding your use of the Services, superseding all prior negotiations and agreements, whether oral or written. Should any conflict arise between this TOS and any end user license agreement, privacy policy, or usage guidelines referenced herein, the terms of this TOS will prevail and govern. Amendments to this TOS require written execution by both you and an authorized representative of Poolnest and may not be altered by you otherwise. Except where expressly stated in this TOS, no third-party beneficiaries are entitled to its provisions. The terms “such as,” “include,” “includes,” and “including” within this TOS are to be interpreted as not limited in scope. Any transfer or delegation of rights or obligations under this TOS necessitates prior written consent from Poolnest. Failure to enforce any provision of this TOS by Poolnest does not constitute a waiver of that provision. Should any part of this TOS be deemed invalid or unenforceable under applicable law, it will be construed, limited, modified, or severed to the extent necessary without affecting the remaining parts of this TOS. Poolnest is excused from performance obligations in case of labor disputes, acts of nature, Internet failure, government restrictions, enemy actions, fire, casualty, or causes beyond its reasonable control, for a duration equivalent to the prevention or delay period.