Legal Items

Nest Field Tester Agreement

Nest Labs, Inc Field Tester & Non-Disclosure Agreement

Thank you for your interest in being a field tester for Nest!

As with any field test program, you will be asked to agree to several conditions before you begin testing materials. Here's a summary of the main terms you'll be agreeing to:

  • The information you provided in the field test application is accurate.
  • You are not a member of the press.
  • You won't disclose to or discuss with any member of the press, public news group, or any third-party, anything about the field tests in which you participate.
  • You will reasonably respond in a timely manner to Nest's requests for feedback.
  • You license Nest freely to use the feedback and suggestions you provide.
  • You may be testing non-commercially available products and agree to abide by the confidentiality terms below.
  • You agree to provide prompt feedback and other insights and give Nest the right to use and commercialize any feedback provided and/or data or insights Nest has gained from your participation in this field trial.
  • If you agree to these conditions, please read on through the details. Then click on the button that indicates whether or not you agree to these terms and conditions. This will create a binding agreement.

The Details - read this carefully!

Confidentiality. As a field tester, you will receive from Nest hardware, software, products, documentation, equipment, or other materials from Nest (“Nest Materials"). You agree to keep confidential and not disclose or discuss to any third-party: a) Nest Materials, b) Nest development or marketing plans that you learn about as part of your participation as a field tester, c) your participation in the field test program, and d) verbal or written communications from Nest employees, agents, contractors or other representatives regarding Nest Materials.

No Conflicting Loyalty. You represent that neither you nor any household member is: a) a member of the press or any public newsgroup, or b) an employee or representative of any competitor of Nest including, without limitation: Honeywell, ADT, iControl, Control4, Carrier, White & Rogers, Vivint, Ecobee, OPower, Amazon, Ring, Logitech, Noon, WeMo. You represent that the information provided in your application to be a field tester is accurate.

Prompt Feedback. You will provide prompt, requested feedback to Nest regarding the operation or use of Nest Materials. This may include filing online reports, participating in telephone interviews, maintaining a record of problems or errors, and responding to written surveys or email homework that may be provided by Nest. If an issue requires examination of the Nest Materials provided by Nest, you will ship the equipment to Nest within 48 hours of receiving the request, at Nest's sole expense. You acknowledge and agree that Nest may use, disclose, reproduce, license, distribute and otherwise commercialize such feedback. You hereby grant to Nest all required licenses in your feedback and the associated intellectual property rights to allow Nest to carry out these rights.

Unsolicited Ideas. You are not required to share any new product or feature suggestions, or other ideas for new advertising campaigns, new promotions, new products or technologies, processes, materials, marketing plans or new product names. If you do send such suggestions and ideas, you agree that Nest may freely use, disclose, reproduce, license, distribute and otherwise commercialize such ideas and materials. You hereby grant to Nest all required licenses in your suggestions and ideas and the associated intellectual property rights to allow Nest to carry out these rights and you waive any right to royalties or other compensation arising from or related to the use of the ideas.

Use of Your Comments in Marketing and PR. You agree that comments made by you in writing and submitted to Nest during the field test program may be used by Nest for marketing purposes or public relations purposes. In no event will Nest indicate in such marketing or public relations initiatives that you are an employee of, or otherwise affiliated with, Nest.

Use of Your Feedback. You acknowledge and agree that Nest may use, disclose, reproduce, license, distribute and otherwise commercialize such feedback, including for for marketing purposes or public relations purposes. You hereby grant to Nest all required licenses in your feedback and the associated intellectual property rights to allow Nest to carry out these rights. In no event will Nest indicate in such marketing or public relations initiatives that you are an employee of, or otherwise affiliated with, Nest.

Ownership. To the extent that Nest provides you Nest Materials, you agree that all Nest Materials are and remain the sole and exclusive property of Nest. You further agree, upon request of Nest, to return any Nest Materials at the end of the field test at Nest's expense. You agree not to reverse engineer, modify, decompile, create works from, or disassemble any portion of the Nest Materials. You will not transfer, sell, or gift any Nest Materials provided to you under this Agreement.

Privacy. For purposes of this field test program, you agree to allow Nest, its employees or agents to contact you using the personal contact information you have provided, such as your name, email, address, and telephone number. Nest may store or share this personal contact information with Nest employees, agents or supervised contractors in order to communicate with you. Nest may use, collect, or store information generated from your testing and use of the Nest products and materials being provided to you under his Agreement (“Usage Data"). Nest may disclose, share, redistribute, or publish such Usage Data on an aggregated and anonymous basis. If you are outside of the United States, you understand and agree that personal contact information and Usage Data will be transferred to the United States and stored on servers in the United States, subject to laws applicable in the United States.

Termination. Nest may terminate this Agreement at any time, with or without cause, by providing you with written notice of such termination, which may be via email. Your obligations with respect to Nest Materials, and section 9, will survive any termination of this Agreement.

Injunctive relief. You agree that your breach of this agreement would cause irreparable harm for which monetary damages would be inadequate to remedy. You agree that Nest shall be entitled to injunctive relief to enforce your obligations, including return of Nest Materials, confidentiality, non-disclosure to a competitor, and other obligations.

Disclaimers and Limitation of Liability. NEST MATERIALS ARE PROVIDED TO YOU 'AS IS', WITHOUT WARRANTY OF ANY KIND, WRITTEN OR ORAL, EXPRESS OR IMPLIED, INCLUDING WITHOUT LIMITATION ANY WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE OR NON-INFRINGEMENT. NEST WILL NOT BE LIABLE FOR ANY DAMAGES, WHETHER DIRECT, INDIRECT, SPECIAL, INCIDENTAL OR CONSEQUENTIAL, AND WHETHER BASED ON CONTRACT, TORT, OR ANY OTHER LEGAL THEORY, ARISING OUT OF THIS AGREEMENT OR YOUR USE OF THE NEST MATERIALS.

General Provisions. This Agreement may not be assigned or transferred by you and any attempted assignment shall be null and void. This Agreement shall be governed by and construed in accordance with the laws of the State of California in the United States. All claims must be brought in federal or state court in Santa Clara County, California and the parties consent to personal jurisdiction therein. This Agreement constitutes the entire agreement between you and Nest relating to the transaction hereunder and will supersede any previous communication, representation, or agreement by either party, whether oral or written. In the event that any provision of this Agreement becomes or is declared by a court of competent jurisdiction to be illegal, void or unenforceable, the remainder of this Agreement will continue in full force and effect. The failure of any party to require performance by the other party of any provision hereof shall not affect the full right to require such performance at any time thereafter; nor shall the waiver by a party of a breach of any provision hereof be taken or held to be a waiver of the provision itself.

Consent and Capacity. You are over 18 years of age and have the necessary legal capacity to execute this agreement and have received the necessary consents and approvals from the owner(s) or occupant(s) of any premises where the products will be used/tested in the manner requested by Nest. You are solely responsible for any failure to receive necessary consents and approvals. Your participation is completely voluntary, and you can decide to withdraw at any point in the study. If you would like the study data to be deleted or not used in the study, let us know and we will do our best to accommodate your request. There will not be adverse consequences for withdrawing.

If you agree, then click on the "I Agree" button below.

Nest Field Tester Agreement - Video Nest Labs, Inc. Field Tester & Non-Disclosure Agreement - Video

As with any field test program, you will be asked to agree to several conditions before you begin testing materials. Remember, you may be submitting video of your home and family, and our employees and contractors will be viewing and using the footage you submit to help us develop products and features. Here's a summary of the main terms you'll be agreeing to:

  • You won’t use any camera being used for business purposes (for example, to capture footage of customers at your store) as part of this Field Trial.
  • You’ll allow Google and Nest employees and contractors to view submitted video content from your camera-enabled Nest products, including in developing features like face detection.
  • You’ll take responsibility to make sure your clips don’t include content that doesn’t belong to you and that you have the permission of anyone caught on camera to include his or her image in the clips.
  • You’ll take responsibility to make sure your clips don’t include content that doesn’t belong to you or that invades anyone’s privacy.
  • You’ll make sure to get all necessary approvals from the owner or occupants of any premises where you’ll be using your Nest Cam (if that owner isn’t you).
  • You’ll reasonably respond in a timely manner to Nest’s requests for feedback.
  • You license Nest freely to use the feedback and suggestions you provide.
  • All Nest materials remain the sole property of Nest.

If you agree to these terms and conditions, please read on through the details. Then click on the button that indicates whether or not you agree. This will create a binding agreement between Nest Labs, Inc. and its affiliates, including Google LLC. and Dropcam, Inc. (collectively, “Nest”, “we” or “us”) and you.

Video Content.

  1. License. You may be submitting video, images, sounds and/or live stream footage (collectively, “Video Content”) to us. When you submit Video Content, you grant us and our assigns, licensees, successors in interest, legal representatives, and heirs a worldwide, non-exclusive, irrevocable, perpetual, sublicensable, transferrable, royalty-free, and fully paid-up right and license to use, copy, adapt, modify, distribute, transmit, stream, broadcast, publicly perform, reference, store, cache, license, sell, transfer, and otherwise exploit (including through its distribution channels) the Video Content for any purpose, including analysis for research and development. You waive any right to inspect or approve the Video Content or any materials that may be used in conjunction with such content now or in the future, and you waive any right to royalties or other compensation arising from or related to the use of the Video Content. It is in our discretion to decide whether and how to use the Video Content. We claim no ownership of your Video Content. You acknowledge that submitted Video Content may be accessed, viewed, and used by Nest and Google employees and contractors, including using Google resources and tools, and it’s your responsibility not to submit clips of other people without their permission or in a way that would violate their rights.
  2. Representations and Warranties. You hereby make all warranties, representations and guarantees with respect to the Video Content that you make with respect to “User Submissions” (as defined in the Nest Terms of Service), including but not limited to a representation and warranty that the Video Content does not infringe or violate the intellectual property rights or proprietary rights, rights of publicity or privacy, or other rights of any third party. In addition, you represent and warrant that you (1) will not share your camera feed publicly or share any clips publicly; (2) will not use your camera to capture footage of a business or other place of public accommodation, and (3) have received and will maintain the necessary consents, permissions and approvals from the owner(s) or occupants of any premises where the camera will be used and from anyone who appears in any of your Video Content.

Nest Field Tester Agreement Addendum - High-Risk or Uncertified Products Assumption of Risk and Limitation of Liability

Some field testing may involve early-stage products that are not yet fully tested, and/or uncertified by certification bodies like UL or regulatory bodies like the FCC. These products may not be fully tested in areas like electrical and fire safety, and so may have additional risks not commonly associated with a consumer product sold in stores. When you test these products, you do so at your OWN RISK. We may perform some safety testing or provide additional services like professional installation, but by field testing these products you’re acknowledging and assuming the risk yourself. Here are the details:

By field testing early-stage, high risk or uncertified products (“Early Products”), you assume the risk of any injury or damage you, your family, or any other occupants, visitors, or other individuals may sustain as a result of the use of the Early Products and waive and release all claims against Google, its lessors, sublessors, lessees, agents, assigns, suppliers, directors, officers, employees, consultants and contractors (collectively, "Released Parties").

You are aware that the Early Products may be dangerous and may create risks including, but not limited to, fire or electrical shock. You are aware that you, your family, or other occupants, visitors, or individuals could be injured or suffer property damage as a result of your use of the Early Products and that such injury could be severe and permanent. You assume all risks of injury, property damage or other damage anyone may sustain as a result of your use, whether such risks are apparent to you or not.

On behalf of yourself, your heirs, successors, assigns, and next of kin, you hereby waive, release and discharge, to the fullest extent permitted by law, the Released Parties from any and all claims or liability as a result of your use of the Early Products, including but not limited to (i) any claims for personal injury, property damage, liability or claims of financial or health consequences, arising from, related to or attributable in any way to your use of the Early Products; and (ii) any claims arising from the negligence (other than willful misconduct or gross negligence) of one or more Released Parties. You agree that you will not sue any Released Party for any personal injury or property loss or damage arising out of, related to, or resulting from your use of the Early Products or the negligence (other than willful misconduct or gross negligence) of one or more Released Parties.

You are aware that there are special safety rules and procedures that may be particular to the Early Products. You agree that your use of the Early Products will be in accordance with the rules and procedures provided to you by the Released Parties. For instance, if Nest requires professional installation of the Early Products, you agree not to perform installation or uninstallation without the involvement of the approved professional installer.

Strangulation Hazard. Children have STRANGLED in cords. Keep the cords out of the reach of children (more than 3ft (0.9m) away). Do not remove the warning tag from the cords.

YOU AGREE THAT YOU HAVE READ THIS ASSUMPTION OF RISK AND RELEASE OF LIABILITY CAREFULLY AND UNDERSTAND AND VOLUNTARILY AGREE TO THE TERMS AND CONDITIONS REGARDING YOUR USE OF THE HIGH RISK PRODUCTS. YOU AGREE THAT THIS FULLY RELEASES AND DISCHARGES THE RELEASED PARTIES FROM ANY AND ALL CLAIMS, CAUSES OF ACTION, OR LIABILITIES FOR PERSONAL INJURY AND FOR ANY PROPERTY LOSS/DAMAGE ARISING OUT OF, CONNECTED TO OR RESULTING FROM EITHER YOUR USE OR FROM THE NEGLIGENCE OF ONE OR MORE RELEASED PARTIES, TO THE FULLEST EXTENT PERMITTED BY LAW.