Terms of Service

Nusabase operates an online platform that provides digital products and services to users, which may include tools, APIs, content generation and editing features, usage-based credits, and related functionality that Nusabase makes available from time to time. The Service may be delivered in whole or in part with the support of third-party service providers ("Third-Party Providers"). Nusabase may modify, add, or remove features of the Service at any time.

2.1 Age and Representations

You must be at least 18 years of age to use the Service. By agreeing to these Terms, you represent and warrant to us that: (a) you are at least 18 years of age; (b) you have not previously been suspended or removed from the Service; and (c) your registration and your use of the Service comply with all applicable laws and regulations. If you use the Service on behalf of an entity, organization, or company, you represent and warrant that you have the authority to bind that organization to these Terms, and you agree to these Terms on its behalf.

2.2 Location of Access

We strive to accurately determine the country from which you access the Site. Because of limitations in currently available technology, it is not always possible to do so, and this limitation may affect your ability to use the Service. You understand and agree that Nusabase is not responsible for any incorrect location determination.

3.1 Account Registration

To access most features of the Service, you must register for an account. When you register, you may be required to provide us or our authentication provider with information about yourself, such as your email address or other contact information. You agree that the information you provide is accurate and that you will keep it accurate and up to date at all times. You will also be asked to create a password. You are solely responsible for maintaining the confidentiality of your account and password, and you accept responsibility for all activities that occur under your account. If you have reason to believe that your account is no longer secure, you must immediately notify us at [email protected]

The Service allows two account types: organizational accounts and individual accounts. An organizational account is managed by an administrative user ("Admin User") who can invite individuals from the Admin User's organization ("Authorized Users") to the account. Authorized Users may use the Service only as configured by the Admin User, which may include feature permissions, content and data retention preferences, and other settings. Authorized Users may also create separate individual accounts to access the Service.

3.2 API Credentials

You are responsible for maintaining the confidentiality and security of all API keys, tokens, passwords, and other credentials used to access the Service ("API Credentials"). You are responsible for all activity and charges under your account or API Credentials, whether or not authorized by you, except to the extent caused directly by Nusabase's breach of these Terms. You agree to promptly notify Nusabase of any actual or suspected compromise or unauthorized use of API Credentials. Nusabase may suspend, revoke, or limit API Credentials or account access if Nusabase reasonably believes doing so is necessary to protect the Service, you, Nusabase, or any third party.

4.1 Pre-Paid Credits; Refunds

Access to the Service, or to certain features of the Service, may require you to pay fees for pre-paid credits linked to your account ("Credits"), along with any applicable payment processing and transaction fees. Before you pay any fees, you will have an opportunity to review and accept the fees that you will be charged. Currently, Nusabase requires users to purchase Credits to use the Service, with a minimum purchase of $5 and a maximum of $25,000 per transaction. Refunds for unused Credits may be requested within twenty-four (24) hours from the time the transaction was processed. If no refund request is received within that period, any unused Credits become non-refundable. To request a refund within the eligible period, use the refund button on the Credits page. The unused Credit amount will be refunded to your payment method; platform fees are non-refundable. Cryptocurrency payments are never refundable.

4.2 Credit Expiration; Auto Recharge

Nusabase reserves the right to expire unused Credits three hundred sixty-five (365) days after purchase. When purchasing Credits, you may choose to have Credits added automatically by charging your selected payment method when your available Credits fall below a threshold you set ("Auto Recharge"). If you elect Auto Recharge, you authorize Nusabase to automatically charge payments to your account. You may update or cancel Auto Recharge at any time through your account page.

4.3 Promotional Credits

Nusabase may, in its discretion, provide Credits free of charge as part of a promotional program, trial, or similar offering ("Promo Credits"). Promo Credits may be used only on the Service, have no cash value, are not legal tender, and are non-refundable and non-exchangeable; the refund rights in Section 4.1 do not apply to them. Promo Credits will not be applied against any GST, or similar transaction-based taxes that may apply to you. Promo Credits are personal to your account and non-transferable. They expire on the date specified when issued or, if no date is specified, in accordance with Section 4.2. Nusabase may modify, suspend, or revoke Promo Credits at any time, provided that such changes do not retroactively reduce or invalidate the value of Promo Credits already issued and unexpired, except as permitted by law. If your account contains both purchased Credits and Promo Credits, Nusabase may determine the order in which they are applied.

4.4 Nature of Credits

Credits are not legal tender or currency, have no equivalent value in fiat currency, do not act as a substitute for fiat currency, and do not constitute or confer any personal property right. Credits are not redeemable, refundable, or exchangeable for any sum of money or monetary value, except for (a) the refunds described in Section 4.1, (b) the refund of remaining Credits upon termination described in Section 7, or (c) as required by applicable law. Credits are non-transferable, including between accounts, and may be used only in connection with the Service.

4.5 Currency; Payment Processing

Nusabase will charge the payment method you specify at the time of purchase, and you authorize Nusabase to charge all sums described in these Terms for the Service you select. Nusabase accepts payment through its third-party payment processors, Stripe and Coinbase. Payments through Stripe are made in U.S. dollars, and payments through Coinbase are made from your crypto wallet. Please review Stripe's and Coinbase's respective payment terms. If you pay using Coinbase, you represent and warrant that the cryptocurrency, and the source of funds for it, do not constitute the proceeds of a financial crime or any other crime under applicable law.

4.6 Changes to Fees

If Nusabase changes the fees for the Service, including by adding fees or charges, Nusabase will give you advance notice. If you do not accept the changes, Nusabase may discontinue providing the Service to you.

5.1 User Content Generally

You may provide input to the Service, which may include images, video, data, text, and other types of content ("Input"), and receive results generated or returned by the Service based on your Input ("Output"). Input and Output are together "User Content." By making any User Content available through the Service, you grant Nusabase a non-exclusive, transferable, worldwide, royalty-free license, with the right to sublicense, to use, host, cache, store, reproduce, transmit, publicly display, publicly perform, publish, distribute, and modify (for formatting purposes only) your User Content solely in connection with operating and providing the Service and, depending on the permissions you grant for certain features, to provide it to other users, individuals, or organizations. You retain copyright and any other proprietary rights you hold in your Input. Your ownership rights in Output are as described in these Terms and any applicable feature documentation.

5.2 Optional Content Storage

Private Content Storage is a feature that allows you to privately save your User Content so you can review it later, for example for debugging. If you enable optional storage of your User Content in your account settings, you grant Nusabase a worldwide, revocable, non-exclusive, royalty-free, fully paid license, with the right to sublicense, to host, store, copy, transfer, display, reproduce, and modify for formatting purposes your User Content, in whole or in part, for the purposes of providing the Service to you and operating, maintaining, and improving the Service. By way of example only, this license permits Nusabase to (a) store your User Content, (b) copy and store your User Content for debugging purposes, and (c) use your User Content in anonymized form where it is not associated with you or your account. Stored User Content is visible only to your Admin User if you are part of an organizational account, or only to you if you have an individual account.

5.3 Processing-Related Storage

Certain features of the Service, such as batch or other large-volume processing, require Nusabase to temporarily store your User Content in order to process and fulfill your request, including where the volume or size of a request cannot be processed in memory. You grant Nusabase a worldwide, non-exclusive, royalty-free, fully paid license to host, store, copy, and use your User Content solely for such processing purposes. Nusabase does not access User Content stored under this Section 5.3 except as necessary to operate, secure, or troubleshoot the Service, or as required by law. Availability of features that involve storage under this Section 5.3 for accounts that have enabled optional data retention settings is described in the documentation for the applicable feature.

5.4 Retention

Retention periods for User Content stored under Sections 5.2 and 5.3 vary by feature and are described in the applicable feature documentation. Nusabase may update these retention periods from time to time by updating that documentation.

5.5 Shared User Content

Some features of the Service allow you to make User Content publicly available through hyperlinks or comparable functionality ("Shared User Content"). You agree that Shared User Content will be accessible to all individuals to whom you provide access, and that those individuals will have the right to view and copy your Shared User Content. You grant Nusabase all rights necessary to make your Shared User Content available to those individuals and to permit them to engage in the activities described in this Section and in the applicable documentation.

5.6 License to Categorize Inputs

Nusabase may use automated tools or third-party services to categorize content you submit through the Service. In using the Service, you grant Nusabase a worldwide, perpetual, irrevocable, non-exclusive, royalty-free, fully paid license, with the right to sublicense, to use, host, reproduce, and prepare derivative works of your content in anonymized form, solely for tracking and sharing aggregated user metrics on the Site. Unless you have explicitly opted into optional storage, we do not store your content after categorizing it and do not associate categorized content with any specific user or organizational account.

5.7 Input Representations and Warranties

You are solely responsible for your Inputs and the consequences of providing them. By providing Inputs, you affirm, represent, and warrant that:

• you are the creator and owner of the Inputs, or have the necessary licenses, rights, consents, and permissions to authorize Nusabase to use, reproduce, and distribute your Inputs as necessary to exercise the licenses granted by you in this Section 5, in the manner contemplated by Nusabase, the Service, and these Terms; and
• your Inputs, and the use of your Inputs as contemplated by these Terms, do not and will not: (a) infringe, violate, or misappropriate any third-party right, including any copyright, trademark, patent, trade secret, moral right, privacy right, right of publicity, or other intellectual property or proprietary right; (b) slander, defame, libel, or invade the privacy, publicity, or other property rights of any other person; or (c) cause Nusabase to violate any law or regulation.

5.8 Input and User Content Disclaimer

We are under no obligation to edit or control Inputs that you or other users post or publish, and we are not responsible or liable for Inputs.

5.9 Uploaded Files

To the extent the Service permits you to upload, store, and retrieve files (including images, PDFs, and other documents) for use with the Service ("Uploaded Files"), Uploaded Files are Input under Section 5.1 and are subject to this Section 5.9 in addition to the other provisions of this Section 5.

You represent and warrant that you own or have all necessary rights, licenses, consents, and permissions to upload, store, and use each Uploaded File as contemplated by these Terms. You agree not to upload or store any Uploaded File that: (a) contains CSAM or otherwise exploits or endangers minors; (b) contains malware, viruses, or other malicious code; (c) infringes, misappropriates, or otherwise violates any intellectual property, privacy, publicity, or other right of a third party; or (d) otherwise violates applicable law or these Terms.

We may, but are under no obligation to, screen, scan, review, or remove any Uploaded File at any time and without notice, including through automated screening for known CSAM and malware, whether before, during, or after an Uploaded File is transmitted to a Third-Party Provider as described below. We may suspend or terminate your access to the Service and may report Uploaded Files to law enforcement or other authorities as required or permitted by applicable law.

When you submit an Uploaded File with a request, it may be transmitted to, and processed by, the Third-Party Provider selected by you (or on your behalf) to fulfill that request, in the same manner as other Inputs. We do not use the content of Uploaded Files for any purpose other than fulfilling your request and operating, securing, and maintaining the Service, including the screening described above.

We retain Uploaded Files until you delete them or close your account, as described in our Privacy Policy. Upon deletion, we will remove Uploaded Files, including cached and replicated copies, within the timeframes described in our Privacy Policy, except where retention is required by law or for legitimate legal, security, or backup purposes for a limited period thereafter. To the maximum extent permitted by applicable law, we are not liable for any loss, corruption, or unauthorized access to Uploaded Files, except to the extent caused by our gross negligence or willful misconduct, and you are solely responsible for maintaining independent backup copies of your Uploaded Files.

We may impose limits on the size, file type, and upload frequency of Uploaded Files, and may reject or remove any Uploaded File that exceeds these limits, in our sole discretion.

BY USING THE SERVICE, YOU AGREE NOT TO:

• (a) use the Service for any illegal purpose, or in violation of any local, state, national, or international law or any applicable Third-Party Provider Terms (defined in Section 8.3);
• (b) purchase Credits with cryptocurrency where the source of funds constitutes proceeds of a financial or other crime under applicable law;
• (c) create a false identity, misrepresent your identity, or create multiple accounts as a single user, whether to bypass or circumvent use limits on the Site or the Service or for any other reason;
• (d) access the Site or the Service for the purpose of reselling access to the Service or to any Third-Party Provider's services, or otherwise developing a competing service, except as expressly permitted in a written agreement with Nusabase;
• (e) develop, support, or use software, devices, scripts, robots, or any other means or processes (such as crawlers, browser plugins, add-ons, or other automated technology) to scrape or copy any information from the Site or the Service;
• (f) bypass any technical measures implemented by Nusabase that are designed to prevent scraping;
• (g) violate, or encourage others to violate, any right of a third party, including by infringing or misappropriating any third-party intellectual property right;
• (h) post, upload, or distribute any Input or other content that is unlawful or that does not comply with these Terms or the applicable Third-Party Provider Terms;
• (i) upload or store, or attempt to upload or store, any file through the Service that you know or reasonably should know contains CSAM, malware, or other content prohibited by Section 5.9;
• (j) interfere with security-related features of the Service, including by (i) disabling or circumventing features that prevent or limit use or copying of any content, or (ii) reverse engineering or otherwise attempting to discover the source code of any portion of the Service, except to the extent such activity is expressly permitted by applicable law;
• (k) conduct, or work with any third party to conduct, penetration testing, vulnerability scanning, or other adversarial security testing of the Service without Nusabase's prior written approval;
• (l) interfere with the operation of the Service or any user's enjoyment of the Service, including by (i) uploading or otherwise disseminating any virus, adware, spyware, worm, or other malicious code, (ii) making any unsolicited offer or advertisement to another user of the Service, (iii) attempting to collect personal information about another user or third party without consent, or (iv) interfering with or disrupting any network, equipment, or server connected to or used to provide the Service, or violating any regulation, policy, or procedure of any such network, equipment, or server;
• (m) engage in any fraudulent activity, including impersonating any person or entity, claiming a false affiliation, accessing another person's account without permission, or falsifying your age or date of birth;
• (n) sell or otherwise transfer the access granted under these Terms, or any Materials (defined in Section 10), or any right or ability to view, access, or use any Materials; or
• (o) attempt to do any of the acts described in this Section 6, or assist or permit any person in engaging in any of them.

You may terminate your account at any time by contacting customer service at [email protected]. If you terminate your account, you remain obligated to pay all outstanding fees, if any, incurred before termination. If you violate any provision of these Terms, your permission to use the Service will terminate automatically, and any unused Credits will not be refunded.

Nusabase may, in its sole discretion, terminate your user account or suspend or terminate your access to the Service at any time, for any reason or no reason, with or without notice. We also reserve the right to modify or discontinue the Service at any time (including by limiting or discontinuing certain features), temporarily or permanently, without notice to you. We will have no liability on account of any change to the Service or any suspension or termination of your access to or use of the Service. Except where Nusabase terminates your account for violation of these Terms, any Credits remaining in your account upon termination will be refunded to you through your original payment method within thirty (30) days of termination.

8.1 Privacy Policy

Please read the Nusabase Privacy Policy carefully for information about our collection, use, storage, and disclosure of your personal information on the Site. The Privacy Policy is incorporated into, and made a part of, these Terms.

8.2 Data Processing Agreement

If you enter into these Terms on behalf of an organization, or use the Service for commercial, for-profit purposes, please read the Nusabase Data Processing Agreement ("DPA") relating to our processing of your Personal Data (as defined in the DPA). The DPA is incorporated into, and made a part of, these Terms.

8.3 Third-Party Services and Providers

Nusabase or third parties may distribute products, services, tools, or software functionality that interoperate, integrate, or connect with the Service and your account, and that you may use in conjunction with the Service (collectively, "Non-Nusabase Services"). Your use or purchase of Non-Nusabase Services, and any data exchanged in connection with that use, is solely between you and the applicable third-party provider and is governed by the terms of service, end user license agreement, privacy notice, or other terms or policies between you and that provider, as disclosed or made available within the Service ("Third-Party Provider Terms"). Your use of the Service is also subject to all additional terms, policies, rules, or guidelines applicable to the Service or to Non-Nusabase Services.

Nusabase makes no representations, warranties, or guarantees regarding Non-Nusabase Services, their providers, their availability, or their conformity to your security or compliance requirements. Any support provided by Nusabase does not extend to Non-Nusabase Services. Nusabase is not responsible for any disclosure, modification, or deletion of User Content resulting from access by any Non-Nusabase Services, or for any other direct or indirect loss, special or consequential damages, or claims arising out of or in connection with Non-Nusabase Services. While the Service may contain features designed to interoperate with Non-Nusabase Services, Nusabase cannot guarantee the continued availability of those features and may cease providing them without entitling you to any refund, Credits, or other compensation.

For any change to these Terms that materially modifies your rights or obligations, we will provide thirty (30) days' advance notice by email or in-product notification. Your continued use of the Service after receiving notice constitutes your consent to the change. All other changes take effect as soon as we post them to the Site. Please check these Terms periodically for changes. If you do not agree to the changes, you must stop using the Service. Disputes arising under these Terms will be resolved in accordance with the version of these Terms in effect at the time the dispute arose.

The Service is owned and operated by Nusabase. The visual interfaces, graphics, design, compilation, information, data, computer code (including source code and object code), products, software, services, and all other elements of the Service ("Materials") provided by Nusabase are protected by intellectual property and other laws. All Materials included in the Service are the property of Nusabase or its third-party licensors. Except as expressly authorized by Nusabase, you may not make use of the Materials. Nusabase reserves all rights in the Materials not expressly granted in these Terms.

If you choose to provide input or suggestions regarding problems with, or proposed modifications or improvements to, the Service ("Feedback"), you grant Nusabase an unrestricted, perpetual, irrevocable, non-exclusive, fully paid, royalty-free right to exploit the Feedback in any manner and for any purpose, including to improve the Service and create other products and services.

12.1 Definition of "Confidential Information"

"Confidential Information" means information not generally known to the public that is (a) made available or disclosed by a party (the "Disclosing Party") to the other party (the "Receiving Party") in writing and (b) designated by the Disclosing Party in writing as confidential. Without limiting the foregoing, Nusabase's Confidential Information also includes the non-public aspects of (i) the Service and any related product or future product plans, technology, and other technical information, and (ii) business negotiations. Confidential Information does not include (x) any information that (1) is or becomes generally known to the public without breach of any obligation owed to the Disclosing Party; (2) was known to the Receiving Party before receipt from the Disclosing Party, without breach of any obligation (and without a duty of confidentiality) owed to the Disclosing Party, as shown by the Receiving Party's contemporaneous records; (3) is lawfully received by the Receiving Party from a third party without breach of any obligation (and without a duty of confidentiality) owed to the Disclosing Party; or (4) was independently developed by the Receiving Party without breach of an obligation owed to the Disclosing Party; or (y) any Feedback.

12.2 Confidentiality Obligations

Each of you and Nusabase may, as the Disclosing Party, disclose or make available Confidential Information to the other party, as the Receiving Party, in connection with these Terms. The Receiving Party will use the same degree of care to protect the Disclosing Party's Confidential Information that it uses to protect its own confidential information of like kind (but in no event less than reasonable care), and will (a) use the Disclosing Party's Confidential Information only in connection with the Service, and (b) except as otherwise authorized by the Disclosing Party in writing, limit access to it to those of its employees, consultants, contractors, service providers, professional advisors, and other individuals who need such access for purposes related to the Service and who are subject to confidentiality obligations no less stringent than those in these Terms. The Receiving Party may disclose Confidential Information if compelled by law to do so, provided that it gives the Disclosing Party prior notice of the compelled disclosure (to the extent legally permitted) and takes reasonable steps to limit the disclosure. Nusabase may also disclose your Confidential Information to comply with any governmental or regulatory request (including subpoenas or court orders), as part of a legal proceeding involving Nusabase, or at your request. If disclosure is made at your request, you may be responsible for the costs of compiling and providing access to your Confidential Information.

You are responsible for your use of the Service, and you will defend and indemnify Nusabase and its officers, directors, employees, consultants, affiliates, subsidiaries, and agents (together, the "Nusabase Entities") from and against every claim, liability, damage, loss, and expense, including reasonable attorneys' fees and costs, arising out of or in any way connected with: (a) your access to, use of, or alleged use of the Service; (b) your violation of any portion of these Terms, any representation, warranty, or agreement referenced in these Terms, or any applicable law or regulation; (c) your violation of any third-party right, including any intellectual property, publicity, confidentiality, other property, or privacy right; or (d) any dispute or issue between you and any third party. We reserve the right, at our own expense, to assume the exclusive defense and control of any matter otherwise subject to indemnification by you (without limiting your indemnification obligations with respect to that matter), and in that case you agree to cooperate with our defense of the claim.

14.1 As-Is Service

THE SERVICE AND ALL MATERIALS AND CONTENT AVAILABLE THROUGH THE SERVICE ARE PROVIDED "AS IS" AND ON AN "AS AVAILABLE" BASIS, WITHOUT WARRANTY OR CONDITION OF ANY KIND, EITHER EXPRESS OR IMPLIED. THE Nusabase ENTITIES DISCLAIM ALL WARRANTIES OF ANY KIND, WHETHER EXPRESS OR IMPLIED, RELATING TO THE SERVICE AND ALL MATERIALS AND CONTENT AVAILABLE THROUGH THE SERVICE, INCLUDING: (A) ANY IMPLIED WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, QUIET ENJOYMENT, OR NON-INFRINGEMENT; AND (B) ANY WARRANTY ARISING OUT OF COURSE OF DEALING, USAGE, OR TRADE. THE Nusabase ENTITIES DO NOT WARRANT THAT THE SERVICE OR ANY PORTION OF THE SERVICE, OR ANY MATERIALS OR CONTENT OFFERED THROUGH THE SERVICE, WILL BE UNINTERRUPTED, SECURE, OR FREE OF ERRORS, VIRUSES, OR OTHER HARMFUL COMPONENTS, AND DO NOT WARRANT THAT ANY OF THOSE ISSUES WILL BE CORRECTED. FOR CLARITY, THE Nusabase ENTITIES DO NOT WARRANT THAT OUTPUT WILL BE AVAILABLE FOR YOUR INTENDED USE OR SUITABLE FOR A PARTICULAR PURPOSE, INCLUDING ANY REGULATED, HIGH-RISK, SAFETY-CRITICAL, LEGAL, MEDICAL, FINANCIAL, EMPLOYMENT, OR CUSTOMER-FACING USE.

14.2 No Advice; Assumption of Risk

NO ADVICE OR INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED BY YOU FROM THE SERVICE OR ANY MATERIALS OR CONTENT AVAILABLE THROUGH THE SERVICE WILL CREATE ANY WARRANTY REGARDING ANY OF THE Nusabase ENTITIES OR THE SERVICE THAT IS NOT EXPRESSLY STATED IN THESE TERMS. YOU UNDERSTAND AND ACKNOWLEDGE THAT THE TECHNOLOGIES USED TO PROVIDE THE SERVICE MAY EVOLVE OVER TIME, AND THAT THEIR FUNCTIONALITY, ERROR RATE, AND AVAILABILITY MAY CHANGE. YOU ASSUME ALL RISK FOR ANY DAMAGE THAT MAY RESULT FROM YOUR USE OF OR ACCESS TO THE SERVICE, YOUR DEALING WITH ANY OTHER USER OF THE SERVICE, AND ANY MATERIALS OR CONTENT AVAILABLE THROUGH THE SERVICE, INCLUDING ANY OUTPUT YOU RECEIVE. YOU UNDERSTAND AND AGREE THAT YOU USE THE SERVICE, AND USE, ACCESS, DOWNLOAD, OR OTHERWISE OBTAIN MATERIALS OR CONTENT THROUGH THE SERVICE AND ANY ASSOCIATED SITES OR SERVICES, AT YOUR OWN DISCRETION AND RISK, AND THAT YOU ARE SOLELY RESPONSIBLE FOR ANY DAMAGE TO YOUR PROPERTY (INCLUDING YOUR COMPUTER SYSTEM OR MOBILE DEVICE USED IN CONNECTION WITH THE SERVICE) OR THE LOSS OF DATA THAT RESULTS FROM THE USE OF THE SERVICE OR THE DOWNLOAD OR USE OF THAT MATERIAL OR CONTENT. Nusabase IS NOT RESPONSIBLE FOR THE ACCURACY OR QUALITY OF ANY OUTPUT YOU RECEIVE, AND TAKES NO RESPONSIBILITY FOR ANY ACTIONS YOU TAKE AS A RESULT OF ANY OUTPUT OR ANY CONSEQUENCES OF THOSE ACTIONS. YOU ARE SOLELY RESPONSIBLE FOR EVALUATING OUTPUT, IMPLEMENTING APPROPRIATE HUMAN REVIEW AND SAFEGUARDS, AND DETERMINING WHETHER ANY INPUT, OUTPUT, OR USE CASE IS APPROPRIATE FOR YOUR BUSINESS, LEGAL, SECURITY, PRIVACY, AND COMPLIANCE REQUIREMENTS. Nusabase MAKES NO REPRESENTATION OR WARRANTY REGARDING ANY THIRD-PARTY PROVIDER'S DATA HANDLING, RETENTION, SECURITY, AVAILABILITY, OR INTELLECTUAL PROPERTY PRACTICES.

14.3 Jurisdictional Variations

SOME JURISDICTIONS MAY PROHIBIT A DISCLAIMER OF WARRANTIES, AND YOU MAY HAVE OTHER RIGHTS THAT VARY FROM JURISDICTION TO JURISDICTION.

15.1 Exclusion of Certain Damages

IN NO EVENT WILL THE Nusabase ENTITIES BE LIABLE TO YOU FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES (INCLUDING DAMAGES FOR LOSS OF PROFITS, GOODWILL, OR ANY OTHER INTANGIBLE LOSS) ARISING OUT OF OR RELATING TO YOUR ACCESS TO OR USE OF, OR YOUR INABILITY TO ACCESS OR USE, THE SERVICE OR ANY MATERIALS OR CONTENT ON THE SERVICE, WHETHER BASED ON WARRANTY, CONTRACT, TORT (INCLUDING NEGLIGENCE), STATUTE, OR ANY OTHER LEGAL THEORY, AND WHETHER OR NOT ANY Nusabase ENTITY HAS BEEN INFORMED OF THE POSSIBILITY OF DAMAGE.

15.2 Liability Cap

EXCEPT AS PROVIDED IN SECTION 17.4, THE AGGREGATE LIABILITY OF THE Nusabase ENTITIES TO YOU FOR ALL CLAIMS ARISING OUT OF OR RELATING TO THE USE OF OR ANY INABILITY TO USE ANY PORTION OF THE SERVICE, OR OTHERWISE UNDER THESE TERMS, WHETHER IN CONTRACT, TORT, OR OTHERWISE, IS LIMITED TO THE GREATER OF: (A) THE AMOUNT YOU HAVE PAID TO Nusabase FOR ACCESS TO AND USE OF THE SERVICE IN THE 12 MONTHS BEFORE THE EVENT(S) OR CIRCUMSTANCES GIVING RISE TO THE CLAIM; OR (B) $100. SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OR LIMITATION OF LIABILITY FOR CONSEQUENTIAL OR INCIDENTAL DAMAGES. ACCORDINGLY, THE ABOVE LIMITATION MAY NOT APPLY TO YOU.

15.3 Allocation of Risk

EACH PROVISION OF THESE TERMS THAT PROVIDES FOR A LIMITATION OF LIABILITY, DISCLAIMER OF WARRANTIES, OR EXCLUSION OF DAMAGES IS INTENDED TO ALLOCATE THE RISKS BETWEEN YOU AND Nusabase UNDER THESE TERMS. THIS ALLOCATION IS AN ESSENTIAL ELEMENT OF THE BASIS OF THE BARGAIN BETWEEN YOU AND Nusabase. EACH OF THESE PROVISIONS IS SEVERABLE AND INDEPENDENT OF ALL OTHER PROVISIONS OF THESE TERMS. THE LIMITATIONS IN THIS SECTION 15 WILL APPLY EVEN IF ANY LIMITED REMEDY FAILS OF ITS ESSENTIAL PURPOSE.

These Terms are governed by the laws of Singapore, without regard to conflict-of-law principles.

17.1 Generally

In the interest of resolving disputes between you and Nusabase in the most expedient and cost-effective manner, you and Nusabase agree that every dispute arising in connection with these Terms will be resolved by binding arbitration. Arbitration is less formal than a lawsuit in court. Arbitration uses a neutral arbitrator instead of a judge or jury, may allow for more limited discovery than in court, and is subject to very limited court review. Arbitrators can award the same damages and relief that a court can award. This agreement to arbitrate includes all claims arising out of or relating to any aspect of these Terms, whether based in contract, tort, statute, fraud, misrepresentation, or any other legal theory, and regardless of whether a claim arises during or after the termination of these Terms. YOU UNDERSTAND AND AGREE THAT, BY ENTERING INTO THESE TERMS, YOU AND Nusabase ARE EACH WAIVING THE RIGHT TO A TRIAL BY JURY OR TO PARTICIPATE IN A CLASS ACTION.

17.2 Exceptions

Despite Section 17.1, nothing in these Terms waives, precludes, or otherwise limits the right of either party to: (a) bring an individual action in small claims court; (b) pursue an enforcement action through the applicable relevant regulatory authorities in Singapore, if that action is available; (c) seek injunctive relief in a court of law; or (d) file suit in a court of law to address an intellectual property infringement claim.

17.3 Notice; Process

A party who intends to seek arbitration must first send a written notice of the dispute to the other party by registered mail or international express (signature required) or, only if the other party has not provided a current physical address, by electronic mail ("Notice"). Nusabase's address for Notice is: 350 ORCHARD ROAD, #18-10, SHAW HOUSE, SINGAPORE 238868. The Notice must (a) describe the nature and basis of the claim or dispute and (b) set forth the specific relief sought (the "Demand"). The parties will make good-faith efforts to resolve the claim directly, but if they do not reach an agreement within 30 days after the Notice is received, you or Nusabase may commence an arbitration proceeding. During the arbitration, the amount of any settlement offer made by you or Nusabase must not be disclosed to the arbitrator until after the arbitrator makes a final decision and award, if any. If the dispute is finally resolved through arbitration in your favor, Nusabase will pay you the highest of the following: (i) the amount awarded by the arbitrator, if any; (ii) the last written settlement amount offered by Nusabase before the arbitrator's award; or (iii) $1,000.

17.4 Fees

If you commence arbitration in accordance with these Terms, Nusabase will reimburse you for your payment of the filing fee, unless your claim is for more than $10,000, in which case the payment of any fees will be decided by the SLAC Rules. Any arbitration hearing will take place at a location to be agreed upon in Singapore; if the claim is for $10,000 or less, you may choose whether the arbitration will be conducted (a) solely on the basis of documents submitted to the arbitrator, (b) through a non-appearance-based telephone hearing, or (c) by an in-person hearing as established by the AAA Rules in the county (or parish) of your billing address. If the arbitrator finds that either the substance of your claim or the relief sought in the Demand is frivolous or brought for an improper purpose, the payment of all fees will be governed by the AAA Rules, and you agree to reimburse Nusabase for all monies previously disbursed by it that are otherwise your obligation to pay under the AAA Rules. Regardless of how the arbitration is conducted, the arbitrator must issue a reasoned written decision sufficient to explain the essential findings and conclusions on which the decision and award, if any, are based. The arbitrator may make rulings and resolve disputes as to the payment and reimbursement of fees or expenses at any time during the proceeding and upon request from either party made within 14 days of the arbitrator's ruling on the merits.

17.5 No Class Actions

YOU AND Nusabase AGREE THAT EACH MAY BRING CLAIMS AGAINST THE OTHER ONLY IN YOUR OR ITS INDIVIDUAL CAPACITY AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS OR REPRESENTATIVE PROCEEDING. Further, unless both you and Nusabase agree otherwise, the arbitrator may not consolidate more than one person's claims and may not otherwise preside over any form of representative or class proceeding.

17.6 Modifications to this Arbitration Provision

If Nusabase makes any future change to this arbitration provision, other than a change to Nusabase's address for Notice, you may reject the change by sending us written notice within 30 days of the change to Nusabase's address for Notice. In that case, your account with Nusabase will be immediately terminated, and this arbitration provision, as in effect immediately before the changes you rejected, will survive.

17.7 Enforceability

If Section 17.6 is found to be unenforceable, or if the entirety of this Section 17 is found to be unenforceable, then the entirety of this Section 17 will be null and void, and the parties agree that the exclusive jurisdiction and venue described in Section 16 will govern any action arising out of or related to these Terms.

These Terms, together with the Privacy Policy and any other agreements expressly incorporated by reference, are the entire and exclusive understanding and agreement between you and Nusabase regarding your use of the Service. You may not assign or transfer these Terms or your rights under them, in whole or in part, by operation of law or otherwise, without our prior written consent. We may assign these Terms at any time without notice or consent. Our failure to require performance of any provision will not affect our right to require performance at any other time, nor will a waiver by us of any breach or default, or of any provision of these Terms, be a waiver of any subsequent breach or default or of the provision itself. Section headings are for convenience only and do not affect the interpretation of any provision. If any part of these Terms is held to be invalid or unenforceable, that part will be given effect to the greatest extent possible, and the remaining parts will remain in full force and effect. Upon termination of these Terms, Sections 4, 5.6, 5.7, and 10 through 18, along with the Privacy Policy, the DPA, and any other accompanying agreements, will survive. Except as expressly set forth in these Terms, no provision of these Terms is intended or will be interpreted to create any third-party beneficiary rights or any other rights of any kind in any other party.

By using the Service, you consent to receive certain electronic communications from us as further described in our Privacy Policy. Please read our Privacy Policy to learn more about our electronic communications practices. You agree that any notices, agreements, disclosures, or other communications that we send to you electronically will satisfy any legal requirement that such communications be in writing.