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TERMS OF USE (OUTSIDE THE EU)



If you reside OUTSIDE the European Economic Area, Switzerland, or the UK, your use of the Services is governed by these terms.

Effective: August 23rd, 2025 (previous version)

These Terms of Use apply to your use of our service, along with any associated software applications and websites (all together, “Services”). These Terms form an agreement between you and Nesthra, L.L.C., a New Mexico company, and they include our Service Terms and important provisions for resolving disputes through arbitration. By using our Services, you agree to these Terms.

If you reside INSIDE the European Economic Area, Switzerland, or the UK, your use of the Services is governed by other terms specific to those areas.

Our Privacy Policy explains how we collect and use personal information. Although it does not form part of these Terms, it is an important document that you should read.

Who we are

Nesthra is a diversified technology company. www.LuminAlgo.io is a wholly owned division of Nesthra LLC. - Our Services provide tools to automate option trading activity on designated third party brokerage platforms (such as Interactive Brokers) based on parameters you specify. - WE ARE NOT A BROKER-DEALER, NOT A FINANCIAL OR INVESTMENT ADVISOR, AND DO NOT PROVIDE ANY INVESTMENT ADVICE, LEGAL ADVICE, PERSONALIZED RECOMMENDATIONS, OR PORTFOLIO MANAGEMENT. - You alone are responsible for your option trading settings and strategies; ALL TRADING DECISIONS AND THEIR OUTCOMES ARE SOLELY YOUR OWN AND YOU AGREE WE ARE NOT LIABLE FOR ANY OF THE OUTCOMES.

Registration and access

Minimum age. You must be at least 18 years old or the age of majority required in your country to consent to use the Services. If you are under 18 or the age of majority required in your country to consent, you may not use the Services.

Registration.

You must provide accurate and complete information to register for an account to use our Services. You may not share your account credentials or make your account available to anyone else and are responsible for all activities that occur under your account. If you create an account or use the Services on behalf of another person or entity (for example, as power of attorney), you must have the authority to accept these Terms on their behalf. The service is intended only for end-user investors and traders who will use the service on their own behalf to manage their own funds. The service may not be used by 3rd party advisors, planners, or any similar professionals on behalf of their clients. We plan to roll out 3rd party access in the future.

Using our Services

What you can do.

Subject to your compliance with these Terms, you may access and use our Services. In using our Services, you must comply with all applicable laws as well as any other documentation, guidelines, or policies we make available to you.

What you cannot do.

You may not use our Services for any illegal, harmful, or abusive activity. For example, you may not:

• Use our Services in a way that infringes, misappropriates or violates anyone’s rights. • Modify, copy, lease, sell or distribute any of our Services. • Attempt to or assist anyone to reverse engineer, decompile or discover the source code or underlying components of our Services, including our models, algorithms, or systems (except to the extent this restriction is prohibited by applicable law). • Automatically or programmatically extract data or Output (defined below). • Represent that Output was human-generated when it was not. • Interfere with or disrupt our Services, including circumvent any rate limits or restrictions or bypass any protective measures or safety mitigations we put on our Services. • Use Output to develop models that compete with us.

Software.

Our Services may allow you to download software, such as mobile applications, which may update automatically to ensure you’re using the latest version. Our software may include open source software that is governed by its own licenses that we’ve made available to you.

Third party Services.

Our services may include third party software, products, or services, (“Third Party Services”, such as Interactive Brokers, etc) and some parts of our Services, like our browse feature, may include output from those services (“Third Party Output”). Third Party Services and Third Party Output are subject to their own terms, and we are not responsible for them. We are not liable for the performance, security, data loss, or outages of any third party services and do not guarantee compatibility at all times.

Feedback.

We appreciate your feedback, and you agree that we may use it without restriction or compensation to you.

Content

Your content.

You may provide input to the Services (“Input”), and receive output from the Services based on the Input (“Output”). Input and Output are collectively “Content.” You are responsible for Content, including ensuring that it does not violate any applicable law or these Terms. You represent and warrant that you have all rights, licenses, and permissions needed to provide Input to our Services.


Similarity of content.

Due to the nature of our Services, output may not be unique and other users may receive similar output from our Services. Our assignment above does not extend to other users’ output or any Third Party Output.

Our use of content.

We may use Content to provide, maintain, develop, and improve our Services, comply with applicable law, enforce our terms and policies, and keep our Services safe.

Accuracy.

We are constantly working to improve our Services to make them more accurate, reliable, safe, and beneficial. However, our service is novel and ground breaking in certain ways and is therefore subject to occasional outages, errors, or lack of availability. We will remedy any such errors as quickly as possible, but users will not be entitled to any refunds, under any circumstances.

When you use our Services you understand and agree:

• You are responsible for monitoring your account, your trades, and ensuring your automation settings are safe, suitable, and legal for your use case. • You agree to check your brokerage statements and logs for accuracy. You must report any suspected errors, security breaches, or policy violations promptly via the contact information on our website. • You remain solely responsible for all tax, regulatory, and legal consequences from your trading activity, including reporting and remittance to appropriate authorities. • We do not guarantee that any trades will be profitable, that automation will run error-free or uninterrupted, or that data shown in the dashboard is current, correct, or complete. • The use of our Services is entirely at your own risk. You should consult with your own professional adviser before conducting any financial transactions or relying on any settings or logs from our system. • Option trading is risky and can result in substantial or total loss of funds, especially with improper parameter selection or system outages. • By using our Services, you acknowledge and accept all risks related to automated trading, market volatility, system failures, cybersecurity threats, brokerage disconnections, and unsupervised execution.

Our IP rights

All code, workflows, automation scripts, content, and intellectual property remain the property of LuminAlgo and its affiliates. No license or right is granted except as necessary to use the Service as intended. We will maintain the data that you enter into our system for a limited and reasonable amount of time, after which we reserve the right to delete the data from our system. You may request your full data from us a maximum of once per month after which your data will be sent to you within a maximum of 48 hours.

Paid accounts

Billing.

If you purchase any Services, you will provide complete and accurate billing information, including a valid payment method. For paid subscriptions, we will automatically charge your payment method on each agreed-upon periodic renewal until you cancel. You’re responsible for all applicable taxes, and we’ll charge tax when required. If your payment cannot be completed, we may downgrade your account or suspend your access to our Services until payment is received. Fees are subject to change with 30 days advanced notice. Refunds are not provided except where required by law. ***EARLY ADOPTERS****: early adopters are defined as the first 20 (twenty) users who purchase a full price subscription on or before 11:59PM EST December 31, 2025. No other users will be considered early adopters. These early adopters must keep their subscriptions active at all times in order to benefit from early adopter status. Our early adopter clients receive a one-year price guarantee (i.e. their membership rate will not increase for one year), their third month free, one year of priority customer service, and one year of priority access to new features if and when these new features arrive, which may include: expansion beyond 0DTE; additional brokerages beyond IBKR; covered puts; multi-leg strategies; programmable run times; and much more.

Cancellation.

You can close your account at any time. Your subscription, and access to our services, will continue until the end of its current period, but will not renew. You may cancel your subscription by contacting support.

Changes.

We may change our prices from time to time. If we increase our subscription prices, we will give you at least 30 days’ notice and any price increase will take effect on your next renewal so that you can cancel if you do not agree to the price increase.

Termination and suspension

Termination.

You are free to stop using our Services at any time. We reserve the right to suspend or terminate your access to our Services or delete your account if we determine:

• You breached these Terms or our Usage Policies. • We must do so to comply with the law. • Your use of our Services could cause risk or harm to Nesthra, our users, or anyone else.

Appeals.

If you believe we have suspended or terminated your account in error, you can file an appeal with us by contacting our Support team.

Discontinuation of Services

We may decide to discontinue our Services, but if we do, we will give you advance notice and a pro-rated refund of any subscription fees paid.

Disclaimer of warranties

OUR SERVICES ARE PROVIDED “AS IS.” EXCEPT TO THE EXTENT PROHIBITED BY LAW, WE AND OUR AFFILIATES AND LICENSORS MAKE NO WARRANTIES (EXPRESS, IMPLIED, STATUTORY OR OTHERWISE) WITH RESPECT TO THE SERVICES, AND DISCLAIM ALL WARRANTIES INCLUDING, BUT NOT LIMITED TO, WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, SATISFACTORY QUALITY, NON-INFRINGEMENT, AND QUIET ENJOYMENT, AND ANY WARRANTIES ARISING OUT OF ANY COURSE OF DEALING OR TRADE USAGE. WE DO NOT WARRANT THAT THE SERVICES WILL BE UNINTERRUPTED, ACCURATE OR ERROR FREE, OR THAT ANY CONTENT WILL BE SECURE OR NOT LOST OR ALTERED.

YOU ACCEPT AND AGREE THAT ANY USE OF OUTPUTS FROM OUR SERVICE IS AT YOUR SOLE RISK AND YOU WILL NOT RELY ON OUTPUT AS A SOLE SOURCE OF TRUTH OR FACTUAL INFORMATION, OR AS A SUBSTITUTE FOR PROFESSIONAL ADVICE.

Limitation of liability

NEITHER WE NOR ANY OF OUR AFFILIATES OR LICENSORS WILL BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR EXEMPLARY DAMAGES, INCLUDING DAMAGES FOR LOSS OF PROFITS, GOODWILL, USE, OR DATA OR OTHER LOSSES, EVEN IF WE HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. OUR AGGREGATE LIABILITY UNDER THESE TERMS WILL NOT EXCEED THE GREATER OF THE AMOUNT YOU PAID FOR THE SERVICE THAT GAVE RISE TO THE CLAIM DURING THE 12 MONTHS BEFORE THE LIABILITY AROSE OR ONE HUNDRED DOLLARS ($100). THE LIMITATIONS IN THIS SECTION APPLY ONLY TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW.

Some countries and states do not allow the disclaimer of certain warranties or the limitation of certain damages, so some or all of the terms above may not apply to you, and you may have additional rights. In that case, these Terms only limit our responsibilities to the maximum extent permissible in your country of residence.

NESTHRA’S AFFILIATES, SUPPLIERS, LICENSORS, AND DISTRIBUTORS ARE INTENDED THIRD PARTY BENEFICIARIES OF THIS SECTION.

Indemnity

To the extent permitted by law, you will indemnify and hold harmless us, our affiliates, and our personnel, from and against any costs, losses, liabilities, and expenses (including attorneys’ fees) from third party claims arising out of or relating to your use of the Services and Content or any violation of these Terms.

Dispute resolution

YOU AND NESTHRA AGREE TO THE FOLLOWING MANDATORY ARBITRATION AND CLASS ACTION WAIVER PROVISIONS: MANDATORY ARBITRATION. You and Nesthra agree to resolve any claims arising out of or relating to these Terms or our Services, regardless of when the claim arose, even if it was before these Terms existed (a “Dispute”), through final and binding arbitration. To the extent permitted by law, any claim under this provision must be filed within 1 year of the time the claim could first be filed.

Informal dispute resolution.

We would like to understand and try to address your concerns prior to formal legal action. Before either of us files a claim against the other, we both agree to try to resolve the Dispute informally. You agree to do so by sending us notice through a form we will provide on our website. We will do so by sending you notice to the email address associated with your account. If we are unable to resolve a Dispute within 60 days, either of us has the right to initiate arbitration. We also both agree to attend an individual settlement conference if either party requests one during this time. Any statute of limitations will be tolled during this informal resolution process.

Arbitration forum.

If we are unable to resolve the Dispute, either of us may commence arbitration with the American Arbitration Association (www.adr.org). By agreeing to final and binding arbitration, you are giving up the legal right to pursue your claim in a court of law. Before agreeing to this provision, it is recommended that you seek independent legal counsel and review www.adr.org. Nesthra will not seek attorneys’ fees and costs in arbitration unless the arbitrator determines that your claim is frivolous. The activities described in these Terms involve interstate commerce and the Federal Arbitration Act will govern the interpretation and enforcement of these arbitration terms and any arbitration.

Arbitration procedures.

The arbitration will be conducted by videoconference if possible, but if the arbitrator determines a hearing should be conducted in person, the location will be mutually agreed upon, in the county where you reside, or as determined by the arbitrator, unless the batch arbitration process applies. The arbitration will be conducted by a sole arbitrator. The arbitrator will be either a retired judge or an attorney licensed to practice law in the state of Maryland. The arbitrator will have exclusive authority to resolve any Dispute, except the state or federal courts of Maryland have the authority to determine any Dispute about enforceability, validity of the class action waiver, or requests for public injunctive relief, as set out below. Any settlement offer amounts will not be disclosed to the arbitrator by either party until after the arbitrator determines the final award, if any. The arbitrator has the authority to grant motions dispositive of all or part of any Dispute.

CLASS AND JURY TRIAL WAIVERS.

You and Nesthra agree that Disputes must be brought on an individual basis only, and may not be brought as a plaintiff or class member in any purported class, consolidated, or representative proceeding. Class arbitrations, class actions, and representative actions are prohibited. Only individual relief through arbitration is available. The parties agree to sever and litigate in court any request for public injunctive relief after completing arbitration for the underlying claim and all other claims. You and Nesthra knowingly and irrevocably waive any right to trial by jury in any action, proceeding, or counterclaim.

Batch arbitration.

If 25 or more claimants represented by the same or similar counsel file demands for arbitration raising substantially similar Disputes within 90 days of each other, then you and Nesthra agree that NAM will administer them in batches of up to 50 claimants each (“Batch”), unless there are less than 50 claimants in total or after batching, which will comprise a single Batch. NAM will administer each Batch as a single consolidated arbitration with one arbitrator, one set of arbitration fees, and one hearing held by videoconference or in a location decided by the arbitrator for each Batch. If any part of this section is found to be invalid or unenforceable as to a particular claimant or Batch, it will be severed and arbitrated in individual proceedings.

Severability.

If any part of these arbitration terms is found to be illegal or unenforceable, the remainder will remain in effect, except that if a finding of partial illegality or unenforceability would allow class arbitration, class action, or representative action, this entire dispute resolution section will be unenforceable in its entirety.

General Terms

Assignment.

You may not assign or transfer any rights or obligations under these Terms and any attempt to do so will be void. We may assign our rights or obligations under these Terms to any affiliate, subsidiary, or successor in interest of any business associated with our Services.

Changes to these Terms or our Services.

We are continuously working to develop and improve our Services. We may update these Terms or our Services accordingly from time to time. For example, we may make changes to these Terms or the Services due to: • Changes to the law or regulatory requirements. • Security or safety reasons. • Circumstances beyond our reasonable control. • Changes we make in the usual course of developing our Services. • To adapt to new technologies.

We will give you at least 30 days advance notice of changes to these Terms that materially adversely impact you either via email or an in-product notification. All other changes will be effective as soon as we post them to our website. If you do not agree to the changes, you must stop using our Services.

Delay in enforcing these Terms.

Our failure to enforce a provision is not a waiver of our right to do so later. Except as provided in the dispute resolution section above, if any portion of these Terms is determined to be invalid or unenforceable, that portion will be enforced to the maximum extent permissible and it will not affect the enforceability of any other terms.

Trade controls.

You must comply with all applicable trade laws, including sanctions and export control laws. Our Services may not be used in or for the benefit of, or exported or re-exported to (a) any U.S. embargoed country or territory or (b) any individual or entity with whom dealings are prohibited or restricted under applicable trade laws. Our Services may not be used for any end use prohibited by applicable trade laws, and your Input may not include material or information that requires a government license for release or export.

Entire agreement.

These Terms contain the entire agreement between you and Nesthra regarding the Services and, other than any Service-specific terms, supersedes any prior or contemporaneous agreements between you and Nesthra.

Governing law.

The state of Maryland law will govern these Terms except for its conflicts of laws principles. Except as provided in the dispute resolution section above, all claims arising out of or relating to these Terms will be brought exclusively under the jurisdiction of the state of Maryland.


TERMS OF USE (INSIDE THE EU)



If you reside INSIDE the European Economic Area, Switzerland, or the UK, your use of the Services is governed by the following rules.


Effective: August 23rd, 2025 (previous version)

These Terms of Use apply to your use of our service, along with any associated software applications and websites (all together, “Services”). These Terms form an agreement between you and Nesthra, L.L.C., a New Mexico company, and they include our Service Terms and important provisions for resolving disputes through arbitration. By using our Services, you agree to these Terms.

If you reside INSIDE the European Economic Area, Switzerland, or the UK, your use of the Services is governed by other terms specific to those areas.

Our Privacy Policy explains how we collect and use personal information. Although it does not form part of these Terms, it is an important document that you should read.

Who we are

Nesthra is a diversified technology company. www.LuminAlgo.io is a wholly owned division of Nesthra LLC. - Our Services provide tools to automate option trading activity on designated third party brokerage platforms (such as Interactive Brokers) based on parameters you specify. - WE ARE NOT A BROKER-DEALER, NOT A FINANCIAL OR INVESTMENT ADVISOR, AND DO NOT PROVIDE ANY INVESTMENT ADVICE, LEGAL ADVICE, PERSONALIZED RECOMMENDATIONS, OR PORTFOLIO MANAGEMENT. - You alone are responsible for your option trading settings and strategies; ALL TRADING DECISIONS AND THEIR OUTCOMES ARE SOLELY YOUR OWN AND YOU AGREE WE ARE NOT LIABLE FOR ANY OF THE OUTCOMES.

Registration and access

Minimum age. You must be at least 18 years old or the age of majority required in your country to consent to use the Services. If you are under 18 or the age of majority required in your country to consent, you may not use the Services.

Registration.

You must provide accurate and complete information to register for an account to use our Services. You may not share your account credentials or make your account available to anyone else and are responsible for all activities that occur under your account. If you create an account or use the Services on behalf of another person or entity (for example, as power of attorney), you must have the authority to accept these Terms on their behalf. The service is intended only for end-user investors and traders who will use the service on their own behalf to manage their own funds. The service may not be used by 3rd party advisors, planners, or any similar professionals on behalf of their clients. We plan to roll out 3rd party access in the future.

Using our Services

What you can do.

Subject to your compliance with these Terms, you may access and use our Services. In using our Services, you must comply with all applicable laws as well as any other documentation, guidelines, or policies we make available to you.

What you cannot do.

You may not use our Services for any illegal, harmful, or abusive activity. For example, you may not:

• Use our Services in a way that infringes, misappropriates or violates anyone’s rights. • Modify, copy, lease, sell or distribute any of our Services. • Attempt to or assist anyone to reverse engineer, decompile or discover the source code or underlying components of our Services, including our models, algorithms, or systems (except to the extent this restriction is prohibited by applicable law). • Automatically or programmatically extract data or Output (defined below). • Represent that Output was human-generated when it was not. • Interfere with or disrupt our Services, including circumvent any rate limits or restrictions or bypass any protective measures or safety mitigations we put on our Services. • Use Output to develop models that compete with us.

Software.

Our Services may allow you to download software, such as mobile applications, which may update automatically to ensure you’re using the latest version. Our software may include open source software that is governed by its own licenses that we’ve made available to you.

Third party Services.

Our services may include third party software, products, or services, (“Third Party Services”, such as Interactive Brokers, etc) and some parts of our Services, like our browse feature, may include output from those services (“Third Party Output”). Third Party Services and Third Party Output are subject to their own terms, and we are not responsible for them. We are not liable for the performance, security, data loss, or outages of any third party services and do not guarantee compatibility at all times.

Feedback.

We appreciate your feedback, and you agree that we may use it without restriction or compensation to you.

Content

Your content.

You may provide input to the Services (“Input”), and receive output from the Services based on the Input (“Output”). Input and Output are collectively “Content.” You are responsible for Content, including ensuring that it does not violate any applicable law or these Terms. You represent and warrant that you have all rights, licenses, and permissions needed to provide Input to our Services.



Similarity of content.

Due to the nature of our Services, output may not be unique and other users may receive similar output from our Services. Our assignment above does not extend to other users’ output or any Third Party Output.

Our use of content.

We may use Content to provide, maintain, develop, and improve our Services, comply with applicable law, enforce our terms and policies, and keep our Services safe.

Accuracy.

We are constantly working to improve our Services to make them more accurate, reliable, safe, and beneficial. However, our service is novel and ground breaking in certain ways and is therefore subject to occasional outages, errors, or lack of availability. We will remedy any such errors as quickly as possible, but users will not be entitled to any refunds, under any circumstances.

When you use our Services you understand and agree:

• You are responsible for monitoring your account, your trades, and ensuring your automation settings are safe, suitable, and legal for your use case. • You agree to check your brokerage statements and logs for accuracy. You must report any suspected errors, security breaches, or policy violations promptly via the contact information on our website. • You remain solely responsible for all tax, regulatory, and legal consequences from your trading activity, including reporting and remittance to appropriate authorities. • We do not guarantee that any trades will be profitable, that automation will run error-free or uninterrupted, or that data shown in the dashboard is current, correct, or complete. • The use of our Services is entirely at your own risk. You should consult with your own professional adviser before conducting any financial transactions or relying on any settings or logs from our system. • Option trading is risky and can result in substantial or total loss of funds, especially with improper parameter selection or system outages. • By using our Services, you acknowledge and accept all risks related to automated trading, market volatility, system failures, cybersecurity threats, brokerage disconnections, and unsupervised execution.

Our IP rights

All code, workflows, automation scripts, content, and intellectual property remain the property of LuminAlgo and its affiliates. No license or right is granted except as necessary to use the Service as intended. We will maintain the data that you enter into our system for a limited and reasonable amount of time, after which we reserve the right to delete the data from our system. You may request your full data from us a maximum of once per month after which your data will be sent to you within a maximum of 48 hours.

Paid accounts

Billing.

If you purchase any Services, you will provide complete and accurate billing information, including a valid payment method. For paid subscriptions, we will automatically charge your payment method on each agreed-upon periodic renewal until you cancel. You’re responsible for all applicable taxes, and we’ll charge tax when required. If your payment cannot be completed, we may downgrade your account or suspend your access to our Services until payment is received. Fees are subject to change with 30 days advanced notice. Refunds are not provided except where required by law. EU/UK/EEA residents may withdraw and request a full refund for any subscription within 14 days of purchase per the applicable cooling off rights. After the cooling off period, you may cancel future billing at any time, but past payments will not be refunded except where required by law.

Cancellation.

You can close your account at any time. Your subscription, and access to our services, will continue until the end of its current period, but will not renew. You may cancel your subscription by contacting support.

Changes.

We may change our prices from time to time. If we increase our subscription prices, we will give you at least 30 days’ notice and any price increase will take effect on your next renewal so that you can cancel if you do not agree to the price increase.

Termination and suspension

Termination.

You are free to stop using our Services at any time. We reserve the right to suspend or terminate your access to our Services or delete your account if we determine:

• You breached these Terms or our Usage Policies. • We must do so to comply with the law. • Your use of our Services could cause risk or harm to Nesthra, our users, or anyone else.

Appeals.

If you believe we have suspended or terminated your account in error, you can file an appeal with us by contacting our Support team.

Discontinuation of Services

We may decide to discontinue our Services, but if we do, we will give you advance notice and a pro-rated refund of any subscription fees paid.

Disclaimer of warranties

OUR SERVICES ARE PROVIDED “AS IS.” EXCEPT TO THE EXTENT PROHIBITED BY LAW, WE AND OUR AFFILIATES AND LICENSORS MAKE NO WARRANTIES (EXPRESS, IMPLIED, STATUTORY OR OTHERWISE) WITH RESPECT TO THE SERVICES, AND DISCLAIM ALL WARRANTIES INCLUDING, BUT NOT LIMITED TO, WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, SATISFACTORY QUALITY, NON-INFRINGEMENT, AND QUIET ENJOYMENT, AND ANY WARRANTIES ARISING OUT OF ANY COURSE OF DEALING OR TRADE USAGE. WE DO NOT WARRANT THAT THE SERVICES WILL BE UNINTERRUPTED, ACCURATE OR ERROR FREE, OR THAT ANY CONTENT WILL BE SECURE OR NOT LOST OR ALTERED.

YOU ACCEPT AND AGREE THAT ANY USE OF OUTPUTS FROM OUR SERVICE IS AT YOUR SOLE RISK AND YOU WILL NOT RELY ON OUTPUT AS A SOLE SOURCE OF TRUTH OR FACTUAL INFORMATION, OR AS A SUBSTITUTE FOR PROFESSIONAL ADVICE.

Limitation of liability

NEITHER WE NOR ANY OF OUR AFFILIATES OR LICENSORS WILL BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR EXEMPLARY DAMAGES, INCLUDING DAMAGES FOR LOSS OF PROFITS, GOODWILL, USE, OR DATA OR OTHER LOSSES, EVEN IF WE HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. OUR AGGREGATE LIABILITY UNDER THESE TERMS WILL NOT EXCEED THE GREATER OF THE AMOUNT YOU PAID FOR THE SERVICE THAT GAVE RISE TO THE CLAIM DURING THE 12 MONTHS BEFORE THE LIABILITY AROSE OR ONE HUNDRED DOLLARS ($100). THE LIMITATIONS IN THIS SECTION APPLY ONLY TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW.

Some countries and states do not allow the disclaimer of certain warranties or the limitation of certain damages, so some or all of the terms above may not apply to you, and you may have additional rights. In that case, these Terms only limit our responsibilities to the maximum extent permissible in your country of residence.

NESTHRA’S AFFILIATES, SUPPLIERS, LICENSORS, AND DISTRIBUTORS ARE INTENDED THIRD PARTY BENEFICIARIES OF THIS SECTION.

Indemnity

To the extent permitted by law, you will indemnify and hold harmless us, our affiliates, and our personnel, from and against any costs, losses, liabilities, and expenses (including attorneys’ fees) from third party claims arising out of or relating to your use of the Services and Content or any violation of these Terms.

Dispute resolution

YOU AND NESTHRA AGREE TO THE FOLLOWING MANDATORY ARBITRATION AND CLASS ACTION WAIVER PROVISIONS: MANDATORY ARBITRATION. You and Nesthra agree to resolve any claims arising out of or relating to these Terms or our Services, regardless of when the claim arose, even if it was before these Terms existed (a “Dispute”), through final and binding arbitration. To the extent permitted by law, any claim under this provision must be filed within 1 year of the time the claim could first be filed.

Informal dispute resolution.

We would like to understand and try to address your concerns prior to formal legal action. Before either of us files a claim against the other, we both agree to try to resolve the Dispute informally. You agree to do so by sending us notice through a form we will provide on our website. We will do so by sending you notice to the email address associated with your account. If we are unable to resolve a Dispute within 60 days, either of us has the right to initiate arbitration. We also both agree to attend an individual settlement conference if either party requests one during this time. Any statute of limitations will be tolled during this informal resolution process.

Arbitration forum.

If we are unable to resolve the Dispute, either of us may commence arbitration with the American Arbitration Association (www.adr.org) or a similar entity or organization. By agreeing to final and binding arbitration, you are giving up the legal right to pursue your claim in a court of law. Before agreeing to this provision, it is recommended that you seek independent legal counsel and review www.adr.org. Nesthra will not seek attorneys’ fees and costs in arbitration unless the arbitrator determines that your claim is frivolous. The activities described in these Terms involve interstate commerce and the Federal Arbitration Act will govern the interpretation and enforcement of these arbitration terms and any arbitration.

Arbitration procedures.

The arbitration will be conducted by videoconference if possible, but if the arbitrator determines a hearing should be conducted in person, the location will be mutually agreed upon, in the county where you reside, or as determined by the arbitrator, unless the batch arbitration process applies. The arbitration will be conducted by a sole arbitrator. The arbitrator will be either a retired judge or an attorney licensed to practice law in the state of Maryland. The arbitrator will have exclusive authority to resolve any Dispute, except the state or federal courts of Maryland have the authority to determine any Dispute about enforceability, validity of the class action waiver, or requests for public injunctive relief, as set out below. Any settlement offer amounts will not be disclosed to the arbitrator by either party until after the arbitrator determines the final award, if any. The arbitrator has the authority to grant motions dispositive of all or part of any Dispute.

CLASS AND JURY TRIAL WAIVERS.

You and Nesthra agree that Disputes must be brought on an individual basis only, and may not be brought as a plaintiff or class member in any purported class, consolidated, or representative proceeding. Class arbitrations, class actions, and representative actions are prohibited. Only individual relief through arbitration is available. The parties agree to sever and litigate in court any request for public injunctive relief after completing arbitration for the underlying claim and all other claims. You and Nesthra knowingly and irrevocably waive any right to trial by jury in any action, proceeding, or counterclaim.

Batch arbitration.

If 25 or more claimants represented by the same or similar counsel file demands for arbitration raising substantially similar Disputes within 90 days of each other, then you and Nesthra agree that NAM will administer them in batches of up to 50 claimants each (“Batch”), unless there are less than 50 claimants in total or after batching, which will comprise a single Batch. NAM will administer each Batch as a single consolidated arbitration with one arbitrator, one set of arbitration fees, and one hearing held by videoconference or in a location decided by the arbitrator for each Batch. If any part of this section is found to be invalid or unenforceable as to a particular claimant or Batch, it will be severed and arbitrated in individual proceedings.

Severability.

If any part of these arbitration terms is found to be illegal or unenforceable, the remainder will remain in effect, except that if a finding of partial illegality or unenforceability would allow class arbitration, class action, or representative action, this entire dispute resolution section will be unenforceable in its entirety.

General Terms

Assignment.

You may not assign or transfer any rights or obligations under these Terms and any attempt to do so will be void. We may assign our rights or obligations under these Terms to any affiliate, subsidiary, or successor in interest of any business associated with our Services.

Changes to these Terms or our Services.

We are continuously working to develop and improve our Services. We may update these Terms or our Services accordingly from time to time. For example, we may make changes to these Terms or the Services due to: • Changes to the law or regulatory requirements. • Security or safety reasons. • Circumstances beyond our reasonable control. • Changes we make in the usual course of developing our Services. • To adapt to new technologies.

We will give you at least 30 days advance notice of changes to these Terms that materially adversely impact you either via email or an in-product notification. All other changes will be effective as soon as we post them to our website. If you do not agree to the changes, you must stop using our Services.

Delay in enforcing these Terms.

Our failure to enforce a provision is not a waiver of our right to do so later. Except as provided in the dispute resolution section above, if any portion of these Terms is determined to be invalid or unenforceable, that portion will be enforced to the maximum extent permissible and it will not affect the enforceability of any other terms.

Trade controls.

You must comply with all applicable trade laws, including sanctions and export control laws. Our Services may not be used in or for the benefit of, or exported or re-exported to (a) any U.S. embargoed country or territory or (b) any individual or entity with whom dealings are prohibited or restricted under applicable trade laws. Our Services may not be used for any end use prohibited by applicable trade laws, and your Input may not include material or information that requires a government license for release or export.

Entire agreement.

These Terms contain the entire agreement between you and Nesthra regarding the Services and, other than any Service-specific terms, supersedes any prior or contemporaneous agreements between you and Nesthra.

Governing law.

These Terms and any non-contractual obligations will be governed by the law of your country of residence. If you are an EEA consumer, you may access alternative dispute resolution through your local EU ODR platform. Nothing herein limits mandatory statutory rights you may have.
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