Terms of Use

Effective date: October 15, 2026
Last updated: October 15, 2026

These Terms of Use (these “Terms”) are a legally binding agreement between you and Nutgraf Intelligence, Inc., a Delaware corporation (“Nutgraf,” the “Company,” “we,” “us,” or “our”). They govern your access to and use of our website located at nutgraf.ai, our waitlist and our related email communications, including our newsletter (collectively, the “Services”), and all information, text, graphics, images, data and other content and materials made available through the Services (“Content”). “You” and “your” refer to each person who accesses or uses the Services.

PLEASE READ THESE TERMS CAREFULLY. SECTION 20 CONTAINS AN ARBITRATION AGREEMENT AND A CLASS ACTION WAIVER THAT, WITH LIMITED EXCEPTIONS, REQUIRE DISPUTES BETWEEN YOU AND NUTGRAF TO BE RESOLVED THROUGH INDIVIDUAL ARBITRATION RATHER THAN IN COURT, AND SECTION 19.3 CONTAINS A JURY TRIAL WAIVER. YOU MAY OPT OUT OF THE ARBITRATION AGREEMENT WITHIN 30 DAYS, AS DESCRIBED IN SECTION 20.8. SECTION 20 DOES NOT APPLY TO CONSUMERS WHO RESIDE IN THE EUROPEAN ECONOMIC AREA, THE UNITED KINGDOM, SWITZERLAND, QUEBEC OR ONTARIO; SEE SECTION 21.

Nutgraf does not provide investment, financial, legal or tax advice. Nothing on the Services is a recommendation, or an offer or solicitation, to buy, sell or hold any security, digital asset, derivative, event contract or other financial instrument. The Nutgraf product is in development and has not been released. Please read Sections 5, 6 and 7.

1.Agreement to these Terms

1.1 How you accept these Terms

You accept these Terms when you enter your email address in the waitlist form on our website and select “Get early access.” Next to that button, we display a notice stating that, by selecting “Get early access,” you agree to our Terms of Use and to receive early access news and the Nutgraf newsletter, together with links to these Terms and to our Privacy Policy. If you access or use the Services without joining the waitlist, these Terms govern that access and use. If you do not agree to these Terms, do not join the waitlist and do not access or use the Services. Your agreement to receive our emails is a separate consent, addressed in Section 4.2.

1.2 Use on behalf of an organization

If you access or use the Services on behalf of a company or other legal entity, you represent and warrant that you have the authority to bind that entity to these Terms, and “you” and “your” include that entity.

1.3 The Product and additional terms

We are developing an AI-powered market research product (the “Product”). The Product is not part of the Services, and these Terms do not grant you any right to access or use it. If we make the Product, or any early-access or beta version of it, available to you, your use of it will be governed by separate terms that we will present to you at that time (“Product Terms”). With respect to the Product, the Product Terms will control over any conflicting provision of these Terms.

2.Eligibility

2.1 Age and capacity

The Services are intended solely for adults. You may access or use the Services, and join the waitlist, only if:

1. you are at least 18 years of age and have reached the age of legal majority in your jurisdiction of residence;
2. you have the legal capacity to enter into a binding contract with us;
3. you are not barred from using the Services under the laws of the United States, your jurisdiction of residence or any other applicable jurisdiction, including as described in Section 18; and
4. your use of the Services does not violate any law or regulation that applies to you.

By accessing or using the Services, you represent and warrant that you meet each of these requirements. We may, but are not obligated to, take steps, consistent with our Privacy Policy, to confirm eligibility, and we may remove from the waitlist any person we reasonably believe does not meet these requirements.

2.2 Geographic availability

The Services are not directed to, or intended for use by, any person in any jurisdiction where their publication, availability or use would be contrary to applicable law or would subject Nutgraf to any registration, licensing or other requirement in that jurisdiction. We make no representation that the Services or any Content are appropriate or available for use in any particular location. If you access the Services from outside the United States, you are responsible for complying with the laws that apply to you.

3.Changes to these Terms

We may revise these Terms from time to time, for example to reflect changes to the Services, to our business or to applicable law. When we do, we will post the revised Terms on this page and update the “Last updated” date above.

If a revision is material, we will also notify you at least 30 days before it takes effect, by email to the address you submitted to our waitlist (if we hold an active address for you) and by a prominent notice on the Services, unless a shorter period is required by law or by a court or regulatory order, in which case we will give as much notice as is reasonably practicable. Our notice will describe the revision, state its effective date and explain how you may decline it.

A revision that is not material takes effect when it is posted. A material revision takes effect on the effective date stated in our notice and applies to you if, after that date and after receiving our notice, you visit our website, join the waitlist again or otherwise expressly accept the revised Terms. Remaining on the waitlist or receiving our emails, without more, is not acceptance of a material revision. If you do not accept a material revision, the version of these Terms that you last accepted will continue to apply to you until you leave the waitlist or we remove you from it, and you may leave the waitlist at any time, free of charge, as described in Section 4.2. Revised Terms do not apply retroactively and do not apply to any dispute between you and Nutgraf that arose before they took effect. Changes to Section 20 are also subject to Section 20.9, and Section 21.1(e) governs revisions for consumers in the European Economic Area, the United Kingdom and Switzerland.

4.The Services and the waitlist

4.1 Pre-launch status

The Services consist of a pre-launch website that provides general information about Nutgraf and the Product, together with a waitlist through which you may ask to be notified about early access to, and the launch of, the Product. The Services do not include user accounts, payments or any Product functionality, and they are provided free of charge.

4.2 Joining the waitlist and our emails

To join the waitlist, you must submit a valid email address that belongs to you or that you are authorized to use. You may join the waitlist only once, and only for yourself. Joining the waitlist does not require any purchase or payment. We may ask you to confirm your email address.

If you join the waitlist, we may send you the emails described in the notice next to the “Get early access” button and in our Privacy Policy: early access news, including notice of the launch of the Product, and the Nutgraf newsletter, which may include news and updates about Nutgraf and the Product. We send those emails on the basis of the consent you give by selecting “Get early access,” not on the basis of these Terms. You may withdraw that consent at any time, free of charge, by using the unsubscribe link in any of our emails or by emailing contact@nutgraf.ai and asking us to unsubscribe you. Unsubscribing from all of our emails ends your participation in the waitlist, because we will no longer be able to notify you about early access.

4.3 No guarantee of access, launch or terms

Joining the waitlist does not create any agreement to provide the Product to you. We do not promise or guarantee, and joining the waitlist does not entitle you to:

1. early access, or any access, to the Product;
2. the launch of the Product at all, or in your jurisdiction;
3. any particular timing of an invitation, early access or launch;
4. any particular order in which people on the waitlist will be invited;
5. the availability of any particular feature, functionality, data source, market, asset class or integration; or
6. any particular price, discount, free period or other commercial terms.

We may select people for early access in our sole discretion, for example on the basis of the order in which they joined, available capacity or the jurisdictions in which we are able to offer the Product. If we need additional information to determine whether you are eligible, such as your country of residence, we will ask you for it. Any place on the waitlist, invitation or early-access opportunity is personal to you, has no monetary value, and may not be sold, transferred or assigned.

4.4 Changes to the Services

We may modify, suspend or discontinue all or any part of the Services, the waitlist or any early-access program at any time. To the fullest extent permitted by applicable law, we will have no liability to you for doing so.

4.5 No offer of securities

Nothing on the Services constitutes an offer to sell, or a solicitation of an offer to buy, any securities of Nutgraf or of any other person. Joining the waitlist does not give you any ownership interest in Nutgraf or any right to invest in Nutgraf.

5.No investment, financial, legal or tax advice

5.1 Informational purposes only

All Content, including descriptions of the Product, sample or illustrative screens, charts, data, tickers, prices, probabilities, headlines, narratives and events, and our newsletters, updates and other communications, is provided for general informational and educational purposes only. Content is impersonal, is published for a general audience, and is not tailored to the investment objectives, financial situation, risk tolerance or needs of any particular person.

5.2 No advice or recommendation

Content does not constitute, and must not be construed as:

1. investment, financial, trading, legal, tax, accounting or other professional advice;
2. a recommendation, endorsement or solicitation to buy, sell or hold any security, digital asset, commodity, derivative, event contract or other financial instrument or product, or to adopt any investment or trading strategy; or
3. an offer or solicitation in any jurisdiction in which such an offer or solicitation is not authorized or would be unlawful.

Any reference to a particular security, digital asset, market, event contract, company or issuer is for illustrative purposes only. Before making any investment, financial, legal or tax decision, you should consult a qualified professional who is licensed to give such advice in your jurisdiction. You are solely responsible for evaluating the merits and risks of any decision you make, and you acknowledge that Content is not intended to be relied on as the basis for any such decision.

5.3 Regulatory status and no advisory relationship

Nutgraf is not registered or licensed as a broker-dealer, investment adviser, commodity trading advisor, commodity pool operator, futures commission merchant, introducing broker, exchange, money transmitter, crypto-asset service provider or other financial services provider with the U.S. Securities and Exchange Commission, the U.S. Commodity Futures Trading Commission, any U.S. state, the UK Financial Conduct Authority, any competent authority in the European Economic Area or any other regulatory authority in any jurisdiction, and Nutgraf is not a member of the Financial Industry Regulatory Authority or the National Futures Association. Through the Services, Nutgraf does not execute or route orders, effect transactions, hold or take custody of funds, securities or digital assets, operate a trading venue or prediction market, or provide personalized investment advice. Nutgraf does not ask for, and Content is not based on, information about your holdings, positions, accounts, financial situation, investment objectives or risk tolerance. As currently planned, the Product is designed to provide market information and analysis only, and is not designed to provide brokerage, trading, order execution, custody or personalized investment advice services.

Your use of the Services does not create any broker-dealer, investment adviser, fiduciary, advisory, client or similar relationship between you and Nutgraf and, to the fullest extent permitted by applicable law, Nutgraf owes you no fiduciary duty.

5.4 Accuracy and timeliness of information

Although we strive to make Content accurate, Content may be incomplete, delayed, out of date or inaccurate, and may be based on information from third-party sources that we have not independently verified. Any data, prices, charts, probabilities or other examples shown on the Services may be illustrative, simulated or hypothetical, may not reflect actual market data or actual trading, and must not be relied on for any purpose. Past performance, and any hypothetical or simulated performance, is not indicative of future results. Except as stated in Section 7, we are under no obligation to update or correct Content.

5.5 Positions and compensation

Nutgraf, its personnel and its affiliates may from time to time hold positions in, or transact in, securities, digital assets, event contracts or other instruments that are referenced in Content. Where applicable law requires, we will disclose such a position in or next to the relevant Content. We will clearly disclose any compensation we receive from an exchange, broker, prediction market or other provider in connection with Content.

5.6 Users in the United Kingdom and the European Economic Area

Content is not intended to be, and must not be construed as, an invitation or inducement to engage in investment activity within the meaning of section 21 of the UK Financial Services and Markets Act 2000, including in relation to qualifying cryptoassets; a marketing communication relating to crypto-assets within the meaning of Regulation (EU) 2023/1114; or a personal recommendation within the meaning of Directive 2014/65/EU or Regulation (EU) 2023/1114. Nutgraf does not provide crypto-asset services within the meaning of Regulation (EU) 2023/1114.

6.Market, digital asset and prediction market risks

Content may discuss or relate to securities, digital assets, prediction markets and other financial instruments. Investing and trading in any market involves substantial risk, including the risk of losing all of the amount invested and, for some instruments and strategies, more than the amount invested. You should not invest or trade with money you cannot afford to lose.

6.1 Securities and other financial instruments

The prices of securities and other financial instruments fluctuate, sometimes rapidly and significantly, and may be affected by many factors, including market, economic, political, regulatory and issuer-specific events. Margin, leverage, options, short selling and other derivative strategies involve heightened risk.

6.2 Digital assets

Cryptocurrencies and other digital assets are highly speculative and volatile, may have limited or no liquidity, and may lose some or all of their value at any time. Most digital assets are not legal tender and are not backed by any government or central bank, and digital assets are generally not insured by the Federal Deposit Insurance Corporation or protected by the Securities Investor Protection Corporation. Digital assets are subject to evolving and uncertain regulation and to risks that include technological failure, cyberattacks, fraud, market manipulation and the loss of private keys. The legal and tax treatment of digital assets varies by jurisdiction.

6.3 Prediction markets and event contracts

Prediction markets and event contracts are speculative and involve substantial risk, including the risk of losing the entire amount committed. Depending on the contract and the jurisdiction, they may be regulated as derivatives, securities or gambling, and they may be prohibited or restricted where you live. The legality of certain event contracts, including contracts relating to sporting events and elections, is the subject of ongoing litigation and regulatory action in the United States, and many jurisdictions outside the United States treat prediction markets as gambling that is prohibited or requires a local license. Prices and implied probabilities in prediction markets reflect the trading activity of market participants; they are not forecasts or predictions by Nutgraf and may be inaccurate, illiquid or subject to manipulation.

Nutgraf does not operate any prediction market and does not accept, place, broker or facilitate wagers, bets or event-contract trades. Nothing on the Services is a solicitation or inducement to participate in any prediction market, event contract, wager or game of chance, and a reference to a prediction market or event contract is neither an endorsement of it nor an indication that participating in it is lawful for you. Prediction markets may restrict or prohibit access by persons located in particular jurisdictions or below a minimum age. You are solely responsible for determining whether your participation in any market is lawful, and you must not use the Services, or any link on the Services, to access or attempt to access any market from a jurisdiction in which, or at an age at which, your participation is not permitted, including by means of a virtual private network or other technology that conceals your location.

6.4 AI-generated content

The Product is being designed to use artificial intelligence, and Content on the Services or in our communications may be generated in whole or in part using artificial intelligence. Content generated in whole or in part by artificial intelligence may be inaccurate, incomplete, outdated or misleading, may present information with unwarranted confidence, and should be independently verified before you rely on it. Where applicable law requires, we will identify Content that has been generated by artificial intelligence without human review.

7.Product in development and forward-looking statements

The Product is in development and has not been released. Descriptions of the Product on the Services and in our communications, including statements written in the present tense, describe features and capabilities that we plan to offer; they do not describe a product that is currently available.

The Services may also contain statements about our plans, including planned features, functionality, data coverage, markets, integrations, performance, availability, launch timing and pricing, and statements that use words such as “will,” “plan,” “expect,” “intend,” “aim,” “anticipate,” “believe,” “may” and similar expressions. These statements are forward-looking. They reflect our current intentions and expectations as of the date they are made, are not promises or guarantees, and are subject to risks, uncertainties and changes in circumstances, including technical, regulatory, commercial and data-licensing factors, many of which are beyond our control.

The Product, if and when released, may differ materially from any description of it, and some described features may never be released. We will correct or remove, within a reasonable time, any description of the Product on the Services that we know is no longer accurate, but we otherwise undertake no obligation to update any forward-looking statement, except as required by applicable law. You should not make any decision in reliance on a forward-looking statement.

8.Intellectual property and third-party data

8.1 Ownership

The Services and all Content, including text, graphics, designs, logos, icons, images, software and code, the “look and feel” of the Services, and the selection, arrangement and compilation of all of the foregoing, are owned by Nutgraf or its licensors and are protected by copyright, trademark and other intellectual property laws of the United States and other jurisdictions. Except for the limited license in Section 8.2, nothing in these Terms grants you any right, title or interest in or to the Services or any Content, and Nutgraf and its licensors reserve all rights not expressly granted in these Terms. Without limiting the foregoing, Nutgraf expressly reserves all rights in the Services and Content with respect to text and data mining, including for the purposes of Article 4(3) of Directive (EU) 2019/790 and any equivalent law.

8.2 Limited license

Subject to your compliance with these Terms, we grant you a limited, revocable, non-exclusive, non-transferable and non-sublicensable license to access and view the Services and Content solely for your own personal, non-commercial, informational use. You may print or save a single copy of a page for that purpose, provided that you keep intact all copyright and other proprietary notices, and you may share links to the Services. Any other use of the Services or Content requires our prior written consent.

8.3 Trademarks

“Nutgraf,” the Nutgraf wordmark and any other names, logos, product and service names, designs and slogans of Nutgraf are trademarks or service marks of Nutgraf Intelligence, Inc., whether or not registered. You may not use them without our prior written permission, including in any domain name, social media handle, metatag or advertising keyword, or in any manner that is likely to cause confusion or that suggests sponsorship by, endorsement by or affiliation with Nutgraf. All other names, marks, tickers and logos that appear on the Services are the property of their respective owners, are used for identification purposes only, and do not imply any affiliation with, sponsorship by or endorsement by those owners.

8.4 Intellectual property complaints

We respect the intellectual property rights of others. If you believe that any material on the Services infringes your copyright or other intellectual property rights, please send a written notice to contact@nutgraf.ai or to the postal address in Section 25 that includes:

1. your physical or electronic signature;
2. identification of the work or other right that you claim has been infringed;
3. identification of the material that you claim is infringing and its location on the Services;
4. your name, postal address and email address;
5. a statement that you have a good-faith belief that the use is not authorized by the rights holder, its agent or the law; and
6. a statement, made under penalty of perjury, that the information in your notice is accurate and that you are the rights holder or are authorized to act on its behalf.

8.5 Third-party data

Certain Content, including market prices, quotes, charts, probabilities, on-chain data and other market information, may be provided by, or derived from information provided by, exchanges, trading venues, prediction markets, data vendors and other third parties (“Third-Party Data”). Third-Party Data is the property of its providers and their licensors and may be protected by copyright, database rights and other laws. You may use Third-Party Data only for your own personal, non-commercial, informational use, and you may not copy, redistribute, resell, retransmit, publish, display to others or create derivative works from it. Third-Party Data may be delayed, and Content will indicate where data is delayed when our data providers require it. Providers of Third-Party Data do not guarantee the accuracy, completeness, timeliness or sequence of Third-Party Data, do not endorse Nutgraf, the Services or any Content, and, to the fullest extent permitted by applicable law, will have no liability to you for any Third-Party Data or for any decision made or action taken in reliance on it. Your use of Third-Party Data may be subject to additional terms required by its providers, which we will make available to you where required.

9.Permitted use and prohibited conduct

9.1 Prohibited conduct

You may use the Services only for lawful purposes and in accordance with these Terms. You agree that you will not, will not attempt to, and will not encourage, assist or permit any other person to:

1. use any robot, spider, crawler, scraper or other automated means, or any manual process, to access, monitor, copy, harvest or extract data or Content from the Services, except that operators of general-purpose search engines may crawl publicly available pages of the Services solely to index them for search results, to the extent permitted by any robots.txt file we publish, or as we otherwise expressly permit in writing;
2. use the Services or any Content to develop, train, fine-tune, test or improve any artificial intelligence or machine-learning model or system, or any competing product or service, or for text and data mining, to the fullest extent such restriction is permitted by applicable law;
3. submit an email address that is not your own or that you are not authorized to use, submit false, fictitious or misleading information, impersonate any person or entity, or misrepresent your affiliation with any person or entity;
4. join the waitlist more than once, make multiple, bulk or automated signups, use scripts or bots to submit the waitlist form, or otherwise attempt to manipulate the waitlist, the order of invitations or any early-access program;
5. probe, scan, test or assess the vulnerability of the Services or any related system or network, or breach or circumvent any security, authentication, rate-limiting or access-control measure, including through penetration testing, without our prior written authorization;
6. access or attempt to access any part of the Services, any system or network, or any data that is not intended for you or that you are not authorized to access;
7. interfere with or disrupt the integrity or operation of the Services or the servers or networks used to provide them, including by transmitting viruses, worms, malware or other harmful code, by any denial-of-service attack, flooding, spamming or mail-bombing, or by imposing an unreasonable or disproportionately large load on our infrastructure;
8. decompile, disassemble, reverse engineer or otherwise attempt to derive the source code of any software used to provide the Services, except to the extent that this restriction is prohibited by applicable law;
9. copy, reproduce, modify, translate, create derivative works of, frame, mirror, republish, distribute, sell, license or otherwise commercially exploit the Services or any Content, except as expressly permitted by Section 8.2;
10. remove, obscure or alter any copyright, trademark or other proprietary notice on the Services or in any Content;
11. use the Services to send unsolicited communications, or to collect or harvest personal information about any person;
12. use the Services in connection with any fraudulent, deceptive, manipulative or unlawful activity, including market manipulation, or in violation of any applicable law, regulation or sanctions program; or
13. use the Services in any other manner that could damage, disable, overburden or impair the Services or harm Nutgraf, its service providers or any other person.

9.2 Security vulnerabilities

If you believe that you have discovered a security vulnerability in the Services, please report it promptly to contact@nutgraf.ai. Please do not access, modify, retain or disclose any data that does not belong to you, and do not disclose the vulnerability publicly before we have had a reasonable opportunity to address it. Reporting a vulnerability does not authorize any activity prohibited by these Terms, and nothing in these Terms establishes a bug bounty or other reward program.

9.3 Enforcement

We may, but are not obligated to, monitor use of the Services, using only the information described in our Privacy Policy, investigate any suspected violation of these Terms, and take any action we consider appropriate, including removing email addresses from the waitlist, blocking access to the Services, and reporting conduct to, and cooperating with, law enforcement and other authorities. Unauthorized access to non-public systems or data, or interference with the operation of the Services, may also violate the U.S. Computer Fraud and Abuse Act and similar laws.

10.Feedback

If you send us comments, suggestions, ideas or other feedback about the Services, the Product or our business (“Feedback”), you grant Nutgraf a perpetual, irrevocable, worldwide, royalty-free, fully paid-up, non-exclusive, transferable and sublicensable license to use, reproduce, modify, create derivative works of, distribute, display and otherwise exploit that Feedback for any purpose, without compensation or attribution to you, and, to the extent permitted by applicable law, you waive, or agree not to assert, any moral rights you may have in it. You represent that you have the right to grant this license. Feedback is not confidential, and we are not obligated to use it, respond to it or keep it confidential. Please do not send us any information that you consider confidential or proprietary, including unsolicited business proposals. Our Privacy Policy describes how we handle any personal information contained in Feedback.

11.Third-party websites and resources

The Services or our communications may contain links or references to websites, services, data sources or other resources operated by third parties (“Third-Party Resources”). We provide them only as a convenience. We do not control and are not responsible for any Third-Party Resource, including its content, accuracy, availability, products, services, or privacy or security practices, and the inclusion of a link or reference does not imply our endorsement of, or affiliation with, the third party. Your use of any Third-Party Resource is at your own risk and is governed by that third party’s terms and policies.

12.Privacy

Our Privacy Policy explains how we collect, use and disclose personal information in connection with the Services. The Privacy Policy is a notice of our practices; it is not incorporated into, and does not form part of, these Terms, and you are not asked to agree to it. Nothing in these Terms limits any right you have under applicable data protection law.

13.Electronic communications

You agree that we may provide notices, disclosures and other communications relating to these Terms and the Services to you electronically, including by email to the address you submitted and by posting them on the Services. You agree that notices and other communications that we provide to you electronically under these Terms satisfy any requirement in these Terms that they be in writing, and that your electronic acceptance of these Terms has the same legal effect as a handwritten signature under the U.S. Electronic Signatures in Global and National Commerce Act and other applicable law.

We send the emails described in Section 4.2 on the basis of your consent, as explained in that Section and in our Privacy Policy. After you unsubscribe, we may send you a single message confirming your request, and we may contact you where applicable law requires, or to respond to a message you send to us. You are responsible for keeping the email address you submitted accurate and for maintaining the equipment and internet access needed to receive our communications.

14.Disclaimer of warranties

TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, THE SERVICES AND ALL CONTENT ARE PROVIDED “AS IS” AND “AS AVAILABLE,” WITH ALL FAULTS AND WITHOUT WARRANTY OF ANY KIND, WHETHER EXPRESS, IMPLIED, STATUTORY OR OTHERWISE. NUTGRAF, ITS AFFILIATES, LICENSORS AND SERVICE PROVIDERS, AND THEIR RESPECTIVE OFFICERS, DIRECTORS, EMPLOYEES, CONTRACTORS AND AGENTS (COLLECTIVELY, THE “NUTGRAF PARTIES”) EXPRESSLY DISCLAIM ALL WARRANTIES, INCLUDING ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, NON-INFRINGEMENT, ACCURACY AND QUIET ENJOYMENT, AND ANY WARRANTIES ARISING FROM COURSE OF DEALING OR USAGE OF TRADE.

WITHOUT LIMITING THE FOREGOING, THE NUTGRAF PARTIES DO NOT WARRANT THAT: (A) THE SERVICES WILL BE AVAILABLE, UNINTERRUPTED, TIMELY, SECURE OR ERROR-FREE; (B) ANY CONTENT IS ACCURATE, COMPLETE, RELIABLE, CURRENT OR CORRECTLY SEQUENCED; (C) ANY DEFECT OR ERROR WILL BE CORRECTED; (D) THE SERVICES ARE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS; OR (E) THE PRODUCT WILL BE RELEASED OR WILL HAVE ANY PARTICULAR FEATURE, FUNCTIONALITY OR LEVEL OF PERFORMANCE. NO ADVICE OR INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED FROM US OR THROUGH THE SERVICES CREATES ANY WARRANTY NOT EXPRESSLY STATED IN THESE TERMS. YOUR USE OF THE SERVICES, AND ANY RELIANCE ON CONTENT, IS AT YOUR SOLE RISK.

THIS SECTION 14 APPLIES ONLY TO THE EXTENT PERMITTED BY APPLICABLE LAW AND DOES NOT AFFECT ANY STATUTORY RIGHT THAT CANNOT BE WAIVED OR LIMITED BY CONTRACT, INCLUDING THOSE DESCRIBED IN SECTIONS 21 AND 22.

15.Limitation of liability

15.1 Exclusion of certain damages

TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT WILL ANY NUTGRAF PARTY BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY OR PUNITIVE DAMAGES, OR FOR ANY LOSS OF PROFITS, REVENUE, DATA, GOODWILL OR BUSINESS OPPORTUNITY, ANY TRADING OR INVESTMENT LOSS, OR THE COST OF SUBSTITUTE SERVICES, ARISING OUT OF OR RELATING TO THESE TERMS, THE SERVICES, ANY CONTENT, THE WAITLIST, ANY DECISION TO LAUNCH, DELAY OR NOT LAUNCH THE PRODUCT, OR YOUR INABILITY TO USE THE SERVICES, WHETHER BASED ON WARRANTY, CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY, STATUTE OR ANY OTHER LEGAL THEORY, AND WHETHER OR NOT ANY NUTGRAF PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. WITHOUT LIMITING THE FOREGOING, NO NUTGRAF PARTY WILL BE LIABLE FOR ANY LOSS OR DAMAGE ARISING FROM ANY INVESTMENT, TRADING OR OTHER DECISION MADE, OR ACTION TAKEN, IN RELIANCE ON ANY CONTENT.

15.2 Cap on liability

TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, THE TOTAL AGGREGATE LIABILITY OF THE NUTGRAF PARTIES FOR ALL CLAIMS ARISING OUT OF OR RELATING TO THESE TERMS OR THE SERVICES WILL NOT EXCEED ONE HUNDRED U.S. DOLLARS (US$100).

15.3 Basis of the bargain

The limitations in this Section 15 apply even if any limited remedy fails of its essential purpose. They reflect an allocation of risk between you and Nutgraf that is an essential basis of the bargain between us. The Services are provided free of charge, and we would not provide them without these limitations.

15.4 Liability that cannot be limited

NOTHING IN THESE TERMS EXCLUDES OR LIMITS: (A) ANY LIABILITY FOR DEATH OR PERSONAL INJURY CAUSED BY NEGLIGENCE, FOR FRAUD OR FRAUDULENT MISREPRESENTATION, OR FOR GROSS NEGLIGENCE, WILLFUL INJURY OR WILLFUL MISCONDUCT; (B) ANY STATUTORY DAMAGES, CIVIL PENALTIES OR OTHER STATUTORY REMEDIES, OR ANY AWARD OF ATTORNEYS’ FEES OR COSTS, THAT A STATUTE PROVIDES AND THAT CANNOT BE WAIVED OR LIMITED BY AGREEMENT, INCLUDING ANY RIGHT OR REMEDY UNDER THE CALIFORNIA CONSUMER PRIVACY ACT (CAL. CIV. CODE § 1798.192); (C) ANY RIGHT OR REMEDY THAT YOU MAY HAVE UNDER THE U.S. FEDERAL SECURITIES LAWS, THE COMMODITY EXCHANGE ACT OR ANY STATE SECURITIES LAW THAT, UNDER THOSE LAWS, CANNOT BE WAIVED OR LIMITED BY CONTRACT; OR (D) ANY OTHER LIABILITY THAT CANNOT BE EXCLUDED OR LIMITED UNDER APPLICABLE LAW. THIS SECTION 15 IS ALSO SUBJECT TO SECTIONS 21 AND 22.

16.Indemnification

To the fullest extent permitted by applicable law, you agree to indemnify and hold harmless the Nutgraf Parties from and against all third-party claims, actions, demands and proceedings, and all related losses, liabilities, damages, judgments, settlements and reasonable costs and expenses (including reasonable attorneys’ fees), to the extent arising out of:

1. your intentional or grossly negligent violation of Section 9.1; or
2. your submission to the waitlist of an email address that you were not authorized to submit.

This obligation does not apply to the extent that a claim results from a Nutgraf Party’s own negligence, willful misconduct or breach of these Terms. We will notify you promptly of any claim subject to this Section 16, will permit you to participate in its defense with counsel of your choice at your own expense, and will not settle any such claim in a manner that admits fault on your behalf or imposes any obligation on you without your prior written consent, which you will not unreasonably withhold. You may not settle any such claim in a manner that admits fault on behalf of a Nutgraf Party or imposes any obligation on it without our prior written consent.

17.Termination and suspension

17.1 By us

Subject to Section 21.1(f), we may suspend or terminate your access to all or any part of the Services, or remove you from the waitlist, at any time, including if we reasonably believe that you have violated these Terms or applicable law, if we are required to do so by law, or if we discontinue the Services or the waitlist.

17.2 By you

You may stop using the Services at any time, and you may leave the waitlist at any time by unsubscribing as described in Section 4.2. You may also ask us to delete your personal information, as described in our Privacy Policy.

17.3 Effect of termination

Upon any termination, the license granted to you in Section 8.2 will end and you must stop using the Services. Termination does not limit any of our other rights or remedies. Sections 4.3 through 4.5, 5 through 7, 8 (other than Section 8.2), 10, 11 and 14 through 25, and any other provision that by its nature is intended to survive, will survive any termination of these Terms.

18.Export controls and sanctions

Your access to and use of the Services may be subject to U.S. export control and economic sanctions laws, including the Export Administration Regulations and the sanctions regulations administered by the U.S. Department of the Treasury’s Office of Foreign Assets Control (“OFAC”), and to the export control and sanctions laws of other jurisdictions. You represent and warrant that:

1. you are not located in, organized under the laws of or ordinarily resident in any country or region that is the subject of comprehensive U.S. sanctions, which, as of the date of these Terms, include Cuba, Iran, North Korea and the Crimea, so-called Donetsk People’s Republic and so-called Luhansk People’s Republic regions of Ukraine, and you will not access the Services from any such country or region;
2. you are not, and are not owned or controlled by or acting on behalf of, any person that is identified on, or is otherwise the target of, any sanctions or restricted-party list maintained by the U.S. government (including OFAC’s Specially Designated Nationals and Blocked Persons List and the U.S. Department of Commerce’s Entity List), the United Nations, the European Union, the United Kingdom or any other applicable jurisdiction; and
3. you will not use, export or re-export the Services or any Content in violation of any applicable export control or sanctions law.

We may restrict access to the Services from, and decline or remove waitlist signups associated with, any jurisdiction or person where we determine that doing so is necessary or advisable to comply with applicable law.

19.Governing law, courts and jury trial waiver

19.1 Governing law

These Terms, and any dispute, claim or controversy arising out of or relating to these Terms or the Services, whether in contract, tort, statute or otherwise, are governed by the laws of the State of Delaware, United States, without regard to any conflict-of-laws principles that would result in the application of the laws of another jurisdiction, except that Section 20 is governed by the Federal Arbitration Act, 9 U.S.C. § 1 et seq. (the “FAA”), and other applicable federal law. The United Nations Convention on Contracts for the International Sale of Goods and the Uniform Computer Information Transactions Act, in any form enacted, do not apply to these Terms. This Section 19 is subject to Sections 21 and 22.

19.2 Courts

Subject to Section 21, any dispute, claim or controversy arising out of or relating to these Terms or the Services that is not resolved by arbitration under the Arbitration Agreement in Section 20, whether because it falls within an exception in Section 20.3, because you have opted out under Section 20.8, because a claim has been severed under Section 20.6, because Section 20.4 provides for the dispute to be resolved in court, or because the Arbitration Agreement is found not to apply, will be resolved exclusively in the state courts located in New Castle County, Delaware, or the United States District Court for the District of Delaware, and each party irrevocably submits to the personal jurisdiction and venue of those courts and waives any objection based on inconvenient forum. Either party may nevertheless bring an individual action in small claims court as described in Section 20.3(a), and either party may seek to enforce an arbitration award or a judgment in any court of competent jurisdiction. This Section 19.2 is not part of the Arbitration Agreement and continues to apply if you opt out of it.

19.3 Jury trial waiver

TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, YOU AND NUTGRAF EACH KNOWINGLY, VOLUNTARILY AND IRREVOCABLY WAIVE ANY RIGHT TO A TRIAL BY JURY IN ANY COURT PROCEEDING ARISING OUT OF OR RELATING TO THESE TERMS OR THE SERVICES. This Section 19.3 is not part of the Arbitration Agreement and continues to apply if you opt out of it, but it does not apply to you where Section 21.1 or 21.2 so provides.

20.Dispute resolution and arbitration agreement

PLEASE READ THIS SECTION CAREFULLY. IT AFFECTS YOUR LEGAL RIGHTS, INCLUDING YOUR RIGHT TO FILE A LAWSUIT IN COURT. This Section 20 (the “Arbitration Agreement”) does not apply to you if you are a consumer described in Section 21.1, a consumer who resides in Quebec or Ontario, or a consumer who resides in any other jurisdiction whose mandatory law prohibits pre-dispute arbitration agreements with consumers.

20.1 Informal dispute resolution

We would like to resolve any concern you have without formal proceedings. Before either you or Nutgraf starts an arbitration or a small claims court action, the party asserting the claim must first send the other a written notice of the dispute (a “Notice of Dispute”). You must send your Notice of Dispute by email to contact@nutgraf.ai with the subject line “Notice of Dispute,” or by mail to the postal address in Section 25. We will send any Notice of Dispute to you at the email address you submitted to our waitlist or any other contact information we have for you. A Notice of Dispute must relate only to the individual claimant and must include:

1. the claimant’s name and contact information and, if the claimant is you, the email address you used with the Services;
2. a description of the nature and basis of the dispute;
3. the specific relief sought, including any amount claimed and how it was calculated; and
4. the signature of the claimant (an electronic signature is sufficient) and, if the claimant is represented, of the claimant’s counsel.

For 60 days after a complete Notice of Dispute is received (the “Informal Resolution Period”), you and Nutgraf will try in good faith to resolve the dispute informally. During that period, either party may request an individual settlement conference by telephone or videoconference, in which the claimant and a representative of Nutgraf will each participate, accompanied by counsel if represented. All applicable statutes of limitations and filing-fee deadlines are tolled from the date a complete Notice of Dispute is received until the end of the Informal Resolution Period. Compliance with this Section 20.1 is a condition precedent to starting an arbitration or a small claims court action, and a court of competent jurisdiction may enforce it, including by enjoining the filing or prosecution of an arbitration demand that does not comply with it.

20.2 Agreement to arbitrate

If a dispute is not resolved during the Informal Resolution Period, you and Nutgraf agree that any dispute, claim or controversy arising out of or relating in any way to these Terms, the Services, the waitlist, any Content or any communication between you and Nutgraf, whether based on contract, tort, statute, fraud, misrepresentation or any other legal theory (each, a “Dispute”), will be resolved exclusively by final and binding arbitration on an individual basis, except as provided in Section 20.3.

The arbitrator, and not any court or agency, will have exclusive authority to resolve any dispute relating to the interpretation, applicability, enforceability or formation of this Arbitration Agreement, including any claim that all or any part of it is void or voidable, except that a court of competent jurisdiction will decide: (a) whether a claim falls within an exception in Section 20.3; (b) any dispute concerning Section 20.1, 20.6, 20.7 or 20.8, including the enforceability of the class action waiver and the applicability and enforcement of the mass arbitration procedures; and (c) whether a party has complied with Section 20.1. This Arbitration Agreement evidences a transaction involving interstate commerce and is governed by the FAA.

20.3 Exceptions

Notwithstanding Section 20.2, the following are not subject to arbitration:

1. an individual action in a small claims court of competent jurisdiction, either in the county of your residence in the United States or in New Castle County, Delaware, for so long as the claim qualifies for, and remains in, that court on an individual basis;
2. an action in court by either party seeking injunctive or other equitable relief to prevent the actual or threatened infringement, misappropriation or violation of its copyrights, trademarks, trade secrets, patents or other intellectual property rights, or to stop unauthorized access to, or interference with, the Services, including in violation of Section 9;
3. any claim for public injunctive relief that, under the law of your state of residence, may not be waived in all forums (including, for California residents, under McGill v. Citibank, N.A., 2 Cal. 5th 945 (2017)), which may be brought only in the courts specified in Section 19.2 and will be stayed pending the completion of the arbitration of all other claims between the parties; and
4. any claim that, under applicable law that is not preempted by the FAA, cannot be made subject to a pre-dispute arbitration agreement.

Nothing in this Arbitration Agreement prevents you from reporting any matter to, or filing a complaint with, any federal, state or local government agency.

20.4 Administrator, rules and procedure

The arbitration will be administered by JAMS in accordance with the JAMS Streamlined Arbitration Rules & Procedures, if no claim or counterclaim exceeds US$250,000 (excluding interest and attorneys’ fees), or otherwise the JAMS Comprehensive Arbitration Rules & Procedures, in each case together with the JAMS Policy on Consumer Arbitrations Pursuant to Pre-Dispute Clauses: Minimum Standards of Procedural Fairness (the “Consumer Minimum Standards”) and, for a Mass Filing, the JAMS Mass Arbitration Procedures and Guidelines, each as in effect when the arbitration is commenced and as modified by this Arbitration Agreement (collectively, the “JAMS Rules”). The JAMS Rules are available at www.jamsadr.com. If any provision of this Arbitration Agreement conflicts with the Consumer Minimum Standards, the Consumer Minimum Standards will control. The Consumer Minimum Standards do not apply if you use the Services on behalf of an entity.

If JAMS is unable or unwilling to administer the arbitration in accordance with this Arbitration Agreement and you and Nutgraf do not agree on a substitute arbitration administrator within 30 days, the Dispute will be resolved in court in accordance with Section 19.2. If JAMS declines to administer the arbitration because Nutgraf has not paid a fee that the JAMS Rules or applicable law require Nutgraf to pay, you may elect to have the Dispute resolved in court in accordance with Section 19.2 instead.

The arbitration will be conducted before a single neutral arbitrator selected in accordance with the JAMS Rules. A party who wishes to start an arbitration must file a demand for arbitration with JAMS in accordance with the JAMS Rules and send a copy to the other party. The demand must include the information required for a Notice of Dispute, be signed by the claimant and, if the claimant is represented, by counsel, and certify that the claimant has complied with Section 20.1.

If your claim is for US$25,000 or less, the arbitration will be conducted solely on the basis of written submissions unless a party requests a hearing or the arbitrator determines that a hearing is necessary. Unless you and Nutgraf agree otherwise, any hearing will be held by videoconference or, if the arbitrator determines that an in-person hearing is necessary, in the county of your residence in the United States, or, if you do not reside in the United States, in Wilmington, Delaware. The arbitrator will permit the parties to exchange non-privileged information relevant to the Dispute.

The arbitrator may award, on an individual basis, any relief that would be available to an individual in court under applicable law, but may award declaratory or injunctive relief only in favor of the individual claimant and only to the extent necessary to provide relief warranted by that claimant’s individual claim. The arbitrator will issue a written award that states the disposition of each claim, together with a concise written statement of the essential findings and conclusions on which the award is based. The award will be final and binding, and judgment on it may be entered in any court of competent jurisdiction. An award will have no preclusive effect in any proceeding involving persons other than the parties to that arbitration.

20.5 Costs and fees

If you start an arbitration against Nutgraf, you will be responsible only for the portion of the JAMS filing fee that the Consumer Minimum Standards permit a consumer to be charged (currently US$250), and Nutgraf will pay all other fees and costs of JAMS and the arbitrator. If Nutgraf starts an arbitration against you, Nutgraf will pay all fees and costs of JAMS and the arbitrator. If you demonstrate that the costs of arbitration will be prohibitive compared with the costs of litigation, Nutgraf will pay as much of your share of those fees as the arbitrator determines is necessary to prevent the arbitration from being cost-prohibitive.

Each party will bear its own attorneys’ fees and costs, except that the arbitrator may award attorneys’ fees and costs to the same extent a court could under applicable law. Nutgraf will not seek to recover its attorneys’ fees or costs from you unless the arbitrator determines that your claim was frivolous or brought for an improper purpose, as measured by the standards of Rule 11(b) of the Federal Rules of Civil Procedure. If you reside in California, you will not be required to pay Nutgraf’s attorneys’ fees or costs if you do not prevail.

Nutgraf will pay all fees and costs that the JAMS Rules or applicable law require it to pay no later than their due date, and in any event within any period prescribed by applicable law, including, where applicable, California Code of Civil Procedure sections 1281.97 and 1281.98. Nothing in Section 20.7 permits Nutgraf to withhold payment of any fee that JAMS has invoiced in accordance with the JAMS Rules.

20.6 Class action and collective relief waiver

YOU AND NUTGRAF AGREE THAT EACH MAY BRING CLAIMS AGAINST THE OTHER ONLY IN AN INDIVIDUAL CAPACITY, AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS, COLLECTIVE, CONSOLIDATED OR REPRESENTATIVE PROCEEDING. UNLESS YOU AND NUTGRAF AGREE OTHERWISE IN WRITING, AND EXCEPT AS PROVIDED IN SECTION 20.7, THE ARBITRATOR MAY NOT CONSOLIDATE OR JOIN THE CLAIMS OF MORE THAN ONE PERSON AND MAY NOT PRESIDE OVER ANY FORM OF CLASS, COLLECTIVE OR REPRESENTATIVE PROCEEDING. THIS SECTION 20.6 DOES NOT WAIVE ANY CLAIM FOR PUBLIC INJUNCTIVE RELIEF DESCRIBED IN SECTION 20.3(c).

If a court finally determines, after all appeals have been exhausted, that this class action waiver is unenforceable with respect to any claim or request for relief, then that claim or request (and only that claim or request) will be severed from the arbitration, may proceed only in the courts specified in Section 19.2, and will be stayed pending the completion of any individual arbitration. This Section 20.6 does not prevent you or Nutgraf from participating in a class-wide settlement of claims.

20.7 Mass arbitration

If 25 or more demands for arbitration that raise substantially similar claims are filed by or against Nutgraf by or with the assistance of the same or coordinated counsel or organizations (a “Mass Filing”), you and Nutgraf agree that the JAMS Mass Arbitration Procedures and Guidelines will apply to the Mass Filing, using the threshold stated in this sentence, together with the following procedures:

1. Batching. The claims in the Mass Filing will be administered in batches of up to 100 claims each, with any remainder forming a final batch. Each batch will be assigned to a single arbitrator, and all batches will proceed concurrently, unless the parties agree otherwise.
2. Individual decisions. The arbitrator of each batch will decide each claim in it individually, on the evidence and law applicable to that claimant, and will issue a separate award for each claimant. No award will have any precedential or preclusive effect with respect to any other claimant.
3. Fees. Fees will be assessed in accordance with the JAMS Rules and the Consumer Minimum Standards, Nutgraf will pay its fees as provided in Section 20.5, and the parties will cooperate with JAMS to apply any per-batch fee assessment that JAMS permits.
4. Tolling. All applicable statutes of limitations are tolled for each claim in a Mass Filing from the date its Notice of Dispute was received until the arbitration of that claim is concluded.
5. No delay. Nothing in this Section 20.7 delays the filing or adjudication of any claim beyond the time reasonably required to assign it to a batch.
6. Enforcement. A court of competent jurisdiction will have authority to enforce this Section 20.7. If this Section 20.7 is found unenforceable with respect to any Mass Filing, the claims in that Mass Filing will be administered in accordance with the JAMS Mass Arbitration Procedures and Guidelines alone.

20.8 Your right to opt out

YOU MAY OPT OUT OF THIS ARBITRATION AGREEMENT. To do so, you must send us a written opt-out notice within 30 days after the date you first become subject to this Arbitration Agreement, which is the date you join the waitlist or otherwise first accept these Terms. You may send your opt-out notice by email to contact@nutgraf.ai with the subject line “Arbitration Opt-Out,” or by mail to the postal address in Section 25. Your notice must include your name, the email address you used with the Services (if any), and a clear statement that you wish to opt out of this Arbitration Agreement. An opt-out notice is timely if it is sent by email, or postmarked, within that 30-day period; the date of an email is the date on which it was sent. Each opt-out notice must be sent by the individual who is opting out; notices sent on behalf of a group of people are not effective.

If you opt out, the rest of these Terms, including Sections 19.2 and 19.3, will continue to apply to you. Opting out will not affect your ability to join or remain on the waitlist, and it will not affect any other arbitration agreement between you and Nutgraf, now or in the future.

20.9 Changes to this Arbitration Agreement

Notwithstanding Section 3, if we make any material change to this Arbitration Agreement (other than a change to our contact information), you may reject the change by sending us written notice, in the manner described in Section 20.8, within 30 days after the later of the date the change takes effect and the date we notify you of it. If you do, the most recent version of this Arbitration Agreement that you accepted before the change will continue to govern any Dispute between you and Nutgraf. No change to this Arbitration Agreement will apply to any Dispute of which Nutgraf had actual notice, or for which a Notice of Dispute was sent, before the change took effect.

20.10 Severability and survival

Except as provided in Sections 20.6 and 20.7, if any portion of this Arbitration Agreement is found to be unenforceable or unlawful, that portion will be severed and the remainder of this Arbitration Agreement will remain in full force and effect. This Arbitration Agreement survives the termination of these Terms, your removal from the waitlist and the end of your use of the Services.

21.Additional terms for consumers outside the United States

21.1 Consumers in the European Economic Area, the United Kingdom and Switzerland

If you are a consumer who habitually resides in the European Economic Area, the United Kingdom or Switzerland, the following provisions apply to you and prevail over any conflicting provision of these Terms:

1. Sections 19.3 and 20 do not apply to you.
2. The choice of Delaware law in Section 19.1 does not deprive you of the protection afforded to you by the mandatory provisions of the law of the country in which you habitually reside.
3. You may bring proceedings relating to these Terms or the Services in the courts specified in Section 19.2 or in the courts of the country (and, in the United Kingdom, the part of the United Kingdom) in which you habitually reside, and we may bring proceedings against you only in the courts of the country in which you habitually reside.
4. Section 14 does not exclude or limit any statutory right you have regarding the conformity of the Services, and Sections 15.1, 15.2, 15.3 and 16 do not apply to you. Instead, Nutgraf is liable without limitation for damage caused intentionally or by gross negligence, for injury to life, body or health, under any statutory product liability regime, and for any other liability that cannot be excluded or limited under the law of the country in which you habitually reside. For damage caused by simple negligence, Nutgraf is liable only for breach of an obligation whose fulfillment is essential to the proper performance of these Terms and on whose fulfillment you may regularly rely, and its liability is then limited to the damage that was foreseeable and typical when you accepted these Terms; otherwise, Nutgraf is not liable for simple negligence. Any statutory rule that further limits the liability of a person who provides a service free of charge remains unaffected. Your liability to Nutgraf is governed by the statutory law of the country in which you habitually reside.
5. We will revise these Terms under Section 3 only for a valid reason, such as those described in that Section, and a material revision applies to you only if you expressly accept it. If you do not, the version you last accepted continues to apply until you leave the waitlist or we remove you from it, and you may leave the waitlist at any time free of charge.
6. Except where you have materially breached these Terms or another serious reason exists, we will give you reasonable notice before we terminate your access to the Services or remove you from the waitlist under Section 4.4 or 17.1.
7. Any assignment of these Terms by us under Section 24.4 will not reduce your rights under these Terms or under applicable law.
8. If any provision of these Terms is invalid or unfair under the law of the country in which you habitually reside, that provision will not apply to you and will not be modified to make it enforceable, and the remaining provisions will remain in effect. Section 24.2 applies to you subject to this paragraph.
9. Nothing in these Terms affects your statutory rights as a consumer, and no statement in these Terms that you have read, understood or confirmed any matter changes the burden of proof that applies to you under the law of the country in which you habitually reside.

21.2 Consumers in Canada and Australia

If you are a consumer who resides in Quebec or Ontario, Sections 19.3 and 20 do not apply to you, and you may bring proceedings in the courts of your province. If you are a consumer who resides elsewhere in Canada, Section 19.2 does not prevent you from bringing proceedings in the courts of your province or territory where its law so provides. If you are a consumer who resides in Australia, nothing in these Terms excludes, restricts or modifies any right or remedy, or any guarantee, warranty or other term or condition, implied or imposed by the Australian Consumer Law that cannot lawfully be excluded, restricted or modified, and Section 16 applies to you only to the extent that a loss was caused by your breach of these Terms.

21.3 Consumers in other jurisdictions

If you reside in any other jurisdiction whose mandatory laws prohibit pre-dispute arbitration agreements, class action or jury trial waivers, or choice-of-law or choice-of-forum clauses in agreements with consumers, or grant consumers rights or remedies that cannot be waived or limited by contract, the relevant provisions of these Terms apply to you only to the extent permitted by those laws, and nothing in these Terms limits any such non-waivable right or remedy.

22.Additional terms for residents of certain U.S. states

22.1 New Jersey

If you are a resident of New Jersey: (a) Sections 15.1 and 15.2 do not limit any Nutgraf Party’s liability for punitive damages to the extent recoverable under the New Jersey Punitive Damages Act, N.J.S.A. 2A:15-5.9 et seq., or for damages, treble damages, attorneys’ fees or costs recoverable under the New Jersey Consumer Fraud Act, N.J.S.A. 56:8-1 et seq.; (b) Section 14 does not disclaim any warranty that New Jersey law does not permit to be disclaimed in a consumer contract of this kind; and (c) Section 16 does not require you to indemnify any Nutgraf Party for that Nutgraf Party’s own negligence or willful misconduct. All other provisions of these Terms apply to New Jersey residents as written.

22.2 California

If you are a California resident, nothing in Section 15 or 16 exempts any Nutgraf Party from responsibility for its own fraud, willful injury to the person or property of another, or violation of law, whether willful or negligent.

California Civil Code Section 1789.3 requires certain disclosures by providers of electronic commercial services. Although the Services are free and do not involve the purchase of goods or services, we provide the following information for California users. The Services are provided by Nutgraf Intelligence, Inc., whose address is set out in Section 25. We do not charge any fee for the Services. If you have a question or complaint about the Services, please contact us at contact@nutgraf.ai. You may also contact the Complaint Assistance Unit of the Division of Consumer Services of the California Department of Consumer Affairs in writing at 1625 North Market Boulevard, Suite N 112, Sacramento, California 95834, or by telephone at (916) 445-1254 or (800) 952-5210.

22.3 Implied warranties in certain states

If you are a resident of Kansas, Maryland, Massachusetts, Mississippi, West Virginia or the District of Columbia, and the law of your state or district prohibits the disclaimer of implied warranties in a consumer transaction of the kind formed by these Terms, the disclaimer of the implied warranties of merchantability and fitness for a particular purpose in Section 14 does not apply to you.

22.4 Other states

Nothing in these Terms limits any right or remedy that the law of your state of residence grants you and that cannot be waived or limited by contract.

23.Notices

23.1 Notices to you

We may provide notices to you by email to the address you submitted to our waitlist or by posting them on the Services. A notice sent by email is effective when sent, unless we receive notice that it was not delivered, and a notice posted on the Services is effective when posted.

23.2 Notices to us

Notices to Nutgraf must be sent as follows:

Notices to Nutgraf are effective when received, except that an arbitration opt-out notice under Section 20.8 or a rejection notice under Section 20.9 is timely if it is sent by email, or postmarked, within the period stated in that Section.

24.General provisions

24.1 Entire agreement

These Terms, together with any additional terms that we expressly incorporate into them by reference, constitute the entire agreement between you and Nutgraf regarding the Services and supersede all prior and contemporaneous understandings, agreements, representations and warranties, whether written or oral, regarding the Services.

24.2 Severability

Subject to Sections 20.6, 20.7, 20.10 and 21.1(h), if any provision of these Terms is held invalid, illegal or unenforceable by a court or arbitrator of competent jurisdiction, that provision will be enforced to the maximum extent permissible and modified to the minimum extent necessary to make it enforceable, and the remaining provisions of these Terms will continue in full force and effect.

24.3 No waiver

Our failure to enforce any right or provision of these Terms will not be considered a waiver of that right or provision, and a waiver of any breach will not be a waiver of any other breach. A waiver will be effective only if it is in writing and signed by an authorized representative of Nutgraf.

24.4 Assignment

You may not assign or transfer these Terms, or any of your rights or obligations under them, by operation of law or otherwise, without our prior written consent, and any attempted assignment or transfer in violation of this Section 24.4 is void. Subject to Section 21.1(g), we may assign or transfer these Terms, in whole or in part, without restriction, including in connection with a merger, acquisition, corporate reorganization, financing or sale of all or part of our assets. Subject to the foregoing, these Terms bind and benefit the parties and their permitted successors and assigns.

24.5 Force majeure

We will not be liable for any delay or failure to perform resulting from causes beyond our reasonable control, including acts of God, natural disasters, epidemics, pandemics, war, armed conflict, terrorism, riots, civil unrest, embargoes, sanctions, acts of governmental or regulatory authorities, changes in law, fire, flood, earthquake, labor disputes, power outages, failures of telecommunications or internet services, failures of third-party hosting or email service providers, cyberattacks and denial-of-service attacks.

24.6 Relationship of the parties

Nothing in these Terms creates any agency, partnership, joint venture, employment or fiduciary relationship between you and Nutgraf.

24.7 No third-party beneficiaries

Except for the Nutgraf Parties as provided in Sections 14, 15 and 16, and providers of Third-Party Data as provided in Section 8.5, these Terms do not confer any rights or remedies on any person other than you and Nutgraf.

24.8 Interpretation

Section headings are for convenience only and do not affect the interpretation of these Terms. The words “including” and “include” mean “including without limitation,” and the word “or” is not exclusive.

24.9 Language

These Terms are written in English. If we provide a translation, the English version will control in the event of any conflict, except where prohibited by applicable law.

25.Contact us

If you have any questions about these Terms or the Services, please contact us at:

For the fastest response, please contact us by email. If you have a disability and have difficulty accessing any part of the Services, including these Terms, please contact us at contact@nutgraf.ai, and we will work with you to provide the information you need in an accessible alternative format.