Terms of Service
Nest Labs, Inc. (“Nest”) sells the Nest Learning Thermostat product (“Product”), and also provides (a) the website located at
The software embedded in the Product (and any updates thereto) (“Product Software”) is licensed separately and governed by the Nest End User Licensing Agreement.
BY ACCESSING OR USING THE SERVICES, YOU ARE ACCEPTING AND AGREEING TO THESE TERMS ON BEHALF OF YOURSELF OR THE ENTITY YOU REPRESENT, AND YOU REPRESENT AND WARRANT THAT YOU HAVE THE RIGHT, AUTHORITY, AND CAPACITY TO ACCEPT AND AGREE TO THESE TERMS ON BEHALF OF YOURSELF OR THE ENTITY YOU REPRESENT. YOU MAY NOT ACCESS OR USE THE SERVICES OR ACCEPT OR AGREE TO THESE TERMS IF YOU HAVE NOT REACHED THE AGE OF MAJORITY IN YOUR JURISDICTION OF RESIDENCE. IF YOU DO NOT AGREE WITH ANY OF THE PROVISIONS OF THESE TERMS, PLEASE DO NOT ACCESS OR USE THE SERVICES.
1. Overview, Eligibility, Customer Service, Term and Termination
(a) Overview. These Terms govern your use of the Services. These Terms do not govern your purchase of the Product or license of the Product Software. Your purchase of the Product is governed by the limited warranty (“Limited Warranty”), the terms of which are available at
(b) Eligibility. You may use the Services only if you can form a binding contract with Nest, and only in compliance with these Terms and all applicable local, state/provincial, national, and international laws, rules, and regulations. Any use or access to the Services by anyone under 13 is strictly prohibited and in violation of these Terms. If you have not reached the age of majority in your jurisdiction of residence you may use the Services only if you either are an emancipated minor or possess legal parental or guardian consent, and are fully able and competent to enter into the terms, conditions, obligations, affirmations, representations, and warranties set forth in these Terms, and to abide by and comply with these Terms. The Services are not available to any users previously removed from the Services by Nest.
(c) Customer Service. If you have any questions or concerns regarding our Product, the Services, or these Terms, please contact Nest through the Site at nest.com/support.
(d) Term and Termination. These Terms will remain in full force and effect so long as you continue to use or access the Services, or until terminated in accordance with the provisions of these Terms. At any time Nest may (i) suspend your rights to use the Services or (ii) terminate these Terms, if Nest in good faith believes that you have used the Services in violation of these Terms. If you transfer your Product to a new owner, your right to use the Services with respect to the Product automatically terminates, and the new owner will have no right to use the Services under your Account (as described below) and will need to register for a separate Account with Nest. The limited warranty for such Product will transfer to the new owner subject to the terms of warranty.
(e) Effect of Termination. Upon termination of these Terms, your Account and your right to use the Services will automatically terminate.
To use the Services, you must register for an account with Nest (“Account”) and provide certain information about yourself as prompted by the Site registration form. You represent and warrant that: (a) all required registration information you submit is truthful and accurate; (b) you will maintain the accuracy of such information; and (c) your use of the Services does not violate any U.S. or other applicable law or regulation (e.g., you are not located in an embargoed country or are not listed as a prohibited or restricted party under applicable export control laws and regulations). You are responsible for maintaining the confidentiality of your Account login information and for all activities that occur under your Account. You may not use another user’s account without permission. Nest encourages you to use “strong” passwords (passwords that use a combination of upper and lower case letters, numbers and symbols) with your Account. You agree to immediately notify Nest of any unauthorized use, or suspected unauthorized use, of your Account or any other breach of security. Nest is not liable for any loss or damage arising from your failure to comply with the above requirements.
3. Access to Services
(a) Access and Use. Subject to these Terms, Nest grants you a non-transferable, non-exclusive, right (without the right to sublicense) to (i) use the Web App in connection with, and solely for the purpose of controlling and monitoring the Product installed on your property (the “Permitted Purpose”), and (ii) install and use the Mobile Apps solely on your own handheld mobile device (e.g., iPhone, iPad, or Android smartphone) and solely for the Permitted Purpose.
(b) Certain Restrictions. The rights granted to you in these Terms are subject to the following restrictions: (i) you agree not to license, sell, rent, lease, transfer, assign, distribute, host, or otherwise commercially exploit the Services; (ii) you agree not to modify, make derivative works of, disassemble, reverse compile, or reverse engineer any part of the Services; (iii) you agree not to access the Services in order to build a similar or competitive service; (iv) except as expressly stated herein, no part of the Services may be copied, reproduced, distributed, republished, downloaded, displayed, posted, or transmitted in any form or by any means; (v) you agree not to upload, transmit, or distribute any computer viruses, worms, or any software intended to damage or alter a computer or communication network, computer, handheld mobile device, data, the Services, the Product, the Product Software, or any other system, device or property; (vi) you agree not to interfere with, disrupt, or attempt to gain unauthorized access to, the servers or networks connected to the Services or violate the regulations, policies, or procedures of such networks; (vii) you agree not to access (or attempt to access) any of the Services by means other than through the interface that is provided by Nest; and (viii) you agree not to remove, obscure or alter any proprietary rights notices (including copyrights and trademark notices) which may be contained in or displayed in connection with the Services. Any future release, update, or other addition to functionality of the Services shall be subject to these Terms.
(c) Open Source. Certain items of independent, third party code may be included in the Web App and/or Mobile Apps that are subject to the GNU General Public License (“GPL”) or other open source licenses (“Open Source Software”). The Open Source Software is licensed under the terms of the license that accompanies such Open Source Software. Nothing in these Terms limits your rights under, or grants you rights that supersede, the terms and conditions of any applicable end user license for such Open Source Software. In particular, nothing in these Terms restricts your right to copy, modify, and distribute such Open Source Software that is subject to the terms of the GPL.
(d) Privacy Statement. Please review our Privacy Statement, available at
(e) Security. Nest cares about the integrity and security of your personal information. However, Nest cannot guarantee that unauthorized third parties will never be able to defeat our security measures or use your personal information for improper purposes. You acknowledge that you provide your personal information at your own risk.
(f) Modification. Nest reserves the right, at any time, to modify, suspend, or discontinue the Services or any part thereof with or without notice. You agree that Nest will not be liable to you or to any third party for any modification, suspension, or discontinuance of the Services or any part thereof.
(g) Automatic Software Updates. Nest may from time to time develop patches, bug fixes, updates, upgrades and other modifications to improve the performance of the Web App and/or Mobile Apps (“Updates”). You acknowledge that you may be required to install Updates to use the Services and you agree to promptly install any Updates Nest provides. In addition, you acknowledge that Nest may update the Web App without requiring any additional consent or action from you, and you consent to Nest updating the Web App, as described above. If you do not want such Updates, your remedy is to stop using the Web App or Mobile Apps and cease using the Services altogether.
You acknowledge that all intellectual property rights, including copyrights, patents, trademarks, and trade secrets, in the Product, Product Software, and Services (i.e., the Site, Web App, and Mobile Apps) are owned by Nest or our licensors. The provision of the Product, Product Software, and Services does not transfer to you or any third party any rights, title, or interest in or to such intellectual property rights. Nest and its licensors and suppliers reserve all rights not granted in these Terms. The Services are licensed to you, not sold, under these Terms.
You may choose to, or Nest may invite you to submit comments, suggestions, or ideas about the Services, including how to improve the Services or Nest products (“Ideas”). By submitting any Ideas, you agree that your submissions are voluntary, gratuitous, unsolicited, and without restriction and will not place Nest under any fiduciary or other obligation, and that Nest is free to use such Ideas without any additional compensation to you and to disclose such Ideas. You also agree that Nest does not waive any rights to use similar or related ideas previously known to Nest, developed by its employees, or obtained from other sources.
You agree to indemnify and hold Nest and its licensors and suppliers harmless, including costs and attorneys’ fees, from any claim or demand made by any third party due to or arising out of your violation of these Terms. Nest reserves the right, at your expense, to assume the exclusive defense and control of any matter for which you are required to indemnify Nest and you agree to cooperate with our defense of such claims. You agree not to settle any such claim without Nest’s prior written consent. Nest will use reasonable efforts to notify you of any such claim, action or proceeding upon becoming aware of it.
6. Third Parties
(a) App Stores. You acknowledge and agree that the availability of the Mobile Apps is dependent on the third party websites from which you download the Mobile Apps, e.g., the App Store from Apple or the Android Market from Google (each an “App Store”). You acknowledge that these Terms are between you and Nest and not with an App Store. Each App Store may have its own terms and conditions to which you must agree before downloading Mobile Apps from it. You agree to comply with, and your license to use the Mobile Apps is conditioned upon your compliance with, such App Store terms and conditions. To the extent such other terms and conditions from such App Store are less restrictive than, or otherwise conflict with, the terms and conditions of these Terms, the more restrictive or conflicting terms and conditions in these Terms apply.
(b) Third Party Sites. The Site may contain links to other web sites operated by third parties (“Third Party Sites”). Such Third Party Sites are not under our control. Nest provides these links only as a convenience and does not review, approve, monitor, endorse, warrant, or make any representations with respect to such Third Party Sites.
(d) Release Regarding Third Parties. Nest is not responsible for third parties, including the App Stores, Third Party Sites, ISPs, and Carriers. You hereby release Nest and its licensors and suppliers from any past, present, and future claims, liabilities, and damages, known or unknown, arising out of or relating to your interactions with such third parties. IF YOU ARE A CALIFORNIA RESIDENT, YOU HEREBY WAIVE CALIFORNIA CIVIL CODE SECTION 1542 IN CONNECTION WITH THE FOREGOING, WHICH STATES: “A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS WHICH THE CREDITOR DOES NOT KNOW OR SUSPECT TO EXIST IN HIS OR HER FAVOR AT THE TIME OF EXECUTING THE RELEASE, WHICH IF KNOWN BY HIM OR HER MUST HAVE MATERIALLY AFFECTED HIS OR HER SETTLEMENT WITH THE DEBTOR.”
7. Warranty Disclaimers
(a) THE WARRANTY FOR THE PRODUCT AND PRODUCT SOFTWARE ARE SET FORTH IN THE LIMITED WARRANTY AND THE EULA, RESPECTIVELY.
(b) THE SERVICES (I.E., THE SITE, WEB APP, AND MOBILE APPS) ARE PROVIDED FOR YOUR CONVENIENCE, “AS IS” AND “AS AVAILABLE” AND NEST AND ITS LICENSORS AND SUPPLIERS EXPRESSLY DISCLAIM ANY WARRANTIES AND CONDITIONS OF ANY KIND, WHETHER EXPRESS OR IMPLIED, INCLUDING THE WARRANTIES OR CONDITIONS OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, ACCURACY, AND NON-INFRINGEMENT.
(c) NEST AND ITS LICENSORS AND SUPPLIERS MAKE NO WARRANTY THAT DEFECTS WILL BE CORRECTED OR THAT THE SERVICES: (I) WILL MEET YOUR REQUIREMENTS; (II) WILL BE COMPATIBLE WITH YOUR COMPUTER OR MOBILE DEVICE; (III) WILL BE AVAILABLE ON AN UNINTERRUPTED, TIMELY, SECURE, OR ERROR-FREE BASIS; OR (IV) WILL BE ACCURATE OR RELIABLE. NO ADVICE OR INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED BY YOU FROM NEST OR THOUGH THE SERVICES SHALL CREATE ANY WARRANTY.
8. Limitation of Liability
IN ADDITION TO THE ABOVE WARRANTY DISCLAIMERS, IN NO EVENT WILL (A) NEST BE LIABLE FOR ANY CONSEQUENTIAL, EXEMPLARY, SPECIAL, OR INCIDENTAL DAMAGES, INCLUDING ANY DAMAGES FOR LOST DATA OR LOST PROFITS, ARISING FROM OR RELATING TO THE SERVICES OR THE PRODUCTS, EVEN IF NEST KNEW OR SHOULD HAVE KNOWN OF THE POSSIBILITY OF SUCH DAMAGES, AND (B) NEST’S TOTAL CUMULATIVE LIABILITY ARISING FROM OR RELATED TO THE SERVICES AND THE PRODUCTS, WHETHER IN CONTRACT OR TORT OR OTHERWISE, EXCEED THE FEES ACTUALLY PAID BY CUSTOMER TO NEST OR NEST’S AUTHORIZED RESELLER FOR THE SERVICES OR THE PRODUCT AT ISSUE IN THE PRIOR 12 MONTHS (IF ANY). THIS LIMITATION IS CUMULATIVE AND WILL NOT BE INCREASED BY THE EXISTENCE OF MORE THAN ONE INCIDENT OR CLAIM. NEST DISCLAIMS ALL LIABILITY OF ANY KIND OF NEST’S LICENSORS AND SUPPLIERS. THE SERVICES PROVIDE YOU INFORMATION (“PRODUCT INFORMATION”) REGARDING YOUR ENERGY USE AND YOUR HVAC EQUIPMENT OR OTHER PERIPHERALS CONNECTED TO THE PRODUCT (“PRODUCT PERIPHERALS”). THE TYPE OF PRODUCT PERIPHERALS THAT MAY BE CONNECTED TO YOUR PRODUCT MAY CHANGE FROM TIME TO TIME. THE SERVICES MAY BE USED TO CONTROL YOUR HVAC SYSTEM OR PRODUCT PERIPHERALS VIA THE PRODUCT. WITHOUT LIMITING THE GENERALITY OF THE DISCLAIMERS ABOVE, ALL PRODUCT INFORMATION IS PROVIDED FOR YOUR CONVENIENCE, “AS IS” AND “AS AVAILABLE”. WE DO NOT REPRESENT, WARRANT, OR GUARANTEE THAT PRODUCT INFORMATION WILL BE AVAILABLE, ACCURATE, OR RELIABLE, OR THAT PRODUCT INFORMATION OR USE OF THE SERVICES OR THE PRODUCT WILL DECREASE THE ENERGY CONSUMPTION OF YOUR HOME OR PROPERTY. YOU ARE SOLELY RESPONSIBLE FOR ALL ENERGY BILLS INCURRED WITH RESPECT TO YOUR HOME OR PROPERTY. YOU USE ALL PRODUCT INFORMATION, THE SERVICES, AND THE PRODUCT AT YOUR OWN DISCRETION AND RISK. YOU WILL BE SOLELY RESPONSIBLE FOR (AND NEST DISCLAIMS) ANY AND ALL LOSS, LIABILITY, OR DAMAGES, INCLUDING TO YOUR HVAC SYSTEM, PLUMBING, HOME OR PROPERTY, PRODUCT, PRODUCT PERIPHERALS, COMPUTER, MOBILE DEVICE, AND ALL OTHER ITEMS AND PETS IN YOUR HOME OR PROPERTY, RESULTING FROM YOUR USE OF PRODUCT INFORMATION, THE SERVICES, OR THE PRODUCT. PRODUCT INFORMATION PROVIDED BY THE SERVICES IS NOT INTENDED AS A SUBSTITUTE FOR DIRECT MEANS OF OBTAINING INFORMATION. FOR EXAMPLE, A TEMPERATURE READING IN THE PRODUCT INFORMATION PROVIDED BY THE SERVICES IS NOT INTENDED AS A SUBSTITUTE FOR READING THE TEMPERATURE AS DIRECTLY DISPLAYED BY THE PRODUCT.
9. Certain Exclusions
Some jurisdictions do not allow the exclusion of implied warranties or the exclusion or limitation of incidental or consequential damages, so the above limitations or exclusions may not apply to you. These Terms give you specific legal rights, and you may also have other rights, which vary from jurisdiction to jurisdiction. The disclaimers, exclusions, and limitations of liability under these Terms will not apply to the extent prohibited by applicable law.
(a) Changes to these Terms or the Privacy Statement. These Terms and the Privacy Statement are subject to occasional revision, and if Nest makes any material changes, Nest may notify you by prominently posting notice of the changes on the Site. Any changes to these Terms or the Privacy Statement will be effective immediately following our posting of notice of the changes on the Site. Continued use of the Services following notice of such changes shall indicate your acknowledgment of such changes and agreement to be bound by the terms and conditions of such changes.
Contact Nest first. If a dispute arises between you and Nest, our goal is to learn about and address your concerns. You agree that you will notify Nest about any dispute you have with Nest regarding these Terms by emailing through the address available at
Arbitration. For any claim (excluding claims for injunctive or other equitable relief) under these Terms where the total amount of the award sought is less than $10,000, the party requesting relief may elect to resolve the dispute through binding non-appearance-based arbitration. The party electing such arbitration shall initiate the arbitration through an established alternative dispute resolution (“ADR”) provider mutually agreed upon by the parties. The ADR provider and the parties must comply with the following rules: a) the arbitration shall be conducted by telephone, online, and/or be solely based on written submissions, as selected by the party initiating the arbitration; b) the arbitration shall not involve any personal appearance by the parties or witnesses unless otherwise mutually agreed by the parties; and c) any judgment on the award rendered by the arbitrator may be entered in any court of competent jurisdiction.
(c) Entire Agreement/Severability. These Terms constitute the entire agreement between you and Nest regarding the use of the Services. Any failure by Nest to exercise or enforce any right or provision of these Terms shall not operate as a waiver of such right or provision. The section titles in these Terms are for convenience only and have no legal or contractual effect. If any provision of these Terms is, for any reason, held to be invalid or unenforceable, the other provisions of these Terms will be unimpaired and the invalid or unenforceable provision will be deemed modified so that it is valid and enforceable to the maximum extent permitted by law. Neither party is an agent or partner of the other party.
(d) Assignment. These Terms, and any associated rights or obligations, may not be assigned or otherwise transferred by you without Nest’s prior written consent. These Terms may be assigned by Nest without restriction. These Terms are binding upon any permitted assignee.
(e) Notifications. Nest may provide notifications to you as required by law or for marketing or other purposes via (at its option) email, hard copy, or posting of such notice on the Site. Nest is not responsible for any automatic filtering you or your network provider may apply to email notifications. Nest recommends that you add email@example.com to your email address book to help ensure you receive email notifications from Nest.
(f) Disclosures. Please see
(g) Copyright/Trademark Information. Copyright © 2012, Nest Labs, Inc. All rights reserved. All trademarks, logos, and service marks (“Marks”) displayed on the Services are the property of Nest or of their respective holders. You are not permitted to use any of the Marks without the applicable prior written consent of Nest or such respective holders. Nest reserves the right to alter product and services offerings, specifications, and pricing at any time without notice, and is not responsible for typographical or graphical errors that may appear in this or in related documents.