This Terms and Conditions Agreement (the "Agreement") dated as of the date of acceptance by means of a click-through, is made by and among Nestbox AI Inc ("Nestbox") and the entity designated by the registration data provided herewith ("Licensee") and applies to Licensee's use of Nestbox mobile apps and Licensee's use of services provided by Nestbox AI Inc ("Nestbox Services").

READ THIS LICENSE CAREFULLY BEFORE LOADING ANY SOFTWARE FROM Nestbox OR USING THE Nestbox SOFTWARE OR Nestbox SERVICES. BY LOADING THE Nestbox SOFTWARE OR USING THE Nestbox SERVICES, LICENSEE ACCEPTS AND AGREES TO BECOME BOUND BY THE TERMS OF THIS LICENSE. Nestbox RESERVES THE RIGHT TO MODIFY THE TERMS OF THIS AGREEMENT BY PROVIDING NOTICE OF CHANGES ON THE Nestbox WEBSITE. LICENSEE AGREES TO PERIODICALLY INSPECT THE Nestbox WEBSITE TO STAY INFORMED ABOUT SUCH CHANGES. LICENSEE AGREES THAT LICENSEE'S CONTINUED USE OF THE Nestbox SERVICE AFTER SUCH CHANGES ARE ANNOUNCED CONSTITUTES ACCEPTANCE OF SUCH CHANGES. Nestbox shall retain the ownership of the provided copy of Nestbox software and the documentation provided therewith (referred to as a single entity, or as components, as "the Licensed Software") which is licensed on a non-exclusive basis for use under the following conditions.

Permitted Uses

Subject to the terms hereunder, Nestbox hereby grants to Licensee a limited, non-exclusive, non-transferrable, revocable license, without the right to sub-license, to install and operate the Licensed Software and to operate an account on the Nestbox website and related applications solely for the benefit of Licensee and not for any third party, until the termination of this Agreement. Any rights not expressly granted hereunder are reserved. There are no implied rights of any kind. To the extent that the Licensed Software includes intellectual property rights of any third party ("Third Party Rights"), the license granted is to the extent that Nestbox is able to license such Third Party Rights.

Prohibited Uses

Licensee shall not (a) make copies of or further distribute the Licensed Software, including copying onto any other medium, (b) distribute, rent, sublicense, lease, resell, or assign the Licensed Software, (c) alter, modify or adapt the Licensed Software or the Nestbox Services, including but not limited to, translating, decompiling, disassembling, reverse engineering, or creating derivative works, (d) export the Licensed Software without the appropriate foreign government licenses and without Nestbox's prior written approval, (e) resell, rent or otherwise provide access to the Nestbox Services to a third party or (f) take any action in an attempt to obtain any other Nestbox user's data, cause malfunction, crash, tamper with or otherwise impair the Nestbox website and related applications, and their services. Any rights not expressly granted hereunder are reserved by Nestbox.

No rights in the Licensed Software or Nestbox Services are granted, whether expressly or by implication, including, without limitation, any rights in any patents, copyrights, trademarks or trade secrets embodied therein, except in connection with the permitted uses expressly described herein.

Fees

Licensee agrees to timely pay the monthly or annual fees or API usage fees set out in the billing agreement unless otherwise agreed by written agreement. No refund policy. Nestbox may take additional hosting or other fees at their discretion, including but not limited to third-party hosting costs or in response to late payments from Licensee. Nestbox may change pricing at any time at their discretion. All charges are non-refundable.

Data

Licensee acknowledges and agrees to the terms of the Nestbox Privacy Policy. Nestbox agrees that as between Licensee and Nestbox, (a) Licensee's data maintained by Licensee on the Nestbox website and related applications belongs to Licensee; and (b) Nestbox acts as data processor (as defined in the Data Protection Act 1998 ("DPA")). Each party hereto undertakes to comply with the DPA in relation to its use of such data. Licensee hereby grants permission to Nestbox for Nestbox to use the data for providing Licensee the Nestbox account, improving and maintaining the Nestbox website and related applications and their services, and for analytical and marketing purposes in a manner where such data is aggregated with other user data and cannot be readily reverse engineered into personally identifiable information, and we may share your data with our trusted third party affiliates and partners in implementing this data usage. We rely on some of our third-party affiliates and partners for support of the products and services we offer. All such third-party affiliates and partners are required to preserve the confidentiality of any personal information they may access. Nestbox is not in any way liable for the content of your data.

End Customer Personal Information

Licensee agrees that notwithstanding anything to the contrary herein, Licensee shall handle any personally identifiable information that it inputs into the Nestbox systems in the following manner: (i) in the event Licensee seeks to export such data, Licensee shall use a commercially reasonable contact management tool to provide an opt-out mechanism for anyone who has provided Licensee personally identifiable information that is stored on Nestbox's systems, (ii) Licensee agrees that Nestbox can delete such data in the event the Licensee exercises the Nestbox opt-out mechanism and (iii) any use of such data by Licensee shall comply with Nestbox's privacy policy. Licensee shall indemnify and hold harmless Nestbox and the Nestbox Parties from any claim brought against Nestbox alleging that personal information stored on Nestbox was improperly used where such use was by Licensee while such information was stored on Nestbox or any use after Licensee has exported such data.

Limited Liability

NOTHING IN THIS AGREEMENT EXCLUDES OR LIMITS ANY LIABILITY TO THE EXTENT THAT THE SAME MAY NOT BE EXCLUDED OR LIMITED UNDER GOVERNING LAW. LICENSEE AGREES THAT THE LICENSED SOFTWARE AND Nestbox SERVICES ARE PROVIDED "AS IS." WITHOUT ANY WARRANTY EXPRESS OR IMPLIED AND WHETHER AS TO MERCHANTABILITY, FITNESS FOR PURPOSE OR INFRINGEMENT. NO WARRANTY OR REPRESENTATION IS GIVEN, AND/OR ANY LIABILITY IS ACCEPTED, BY Nestbox IN RELATION TO THIRD PARTY RIGHTS. ANY USE OF THE LICENSED SOFTWARE AND Nestbox SERVICES IS AT LICENSEE'S SOLE AND ABSOLUTE RISK. IN NO EVENT, WILL Nestbox OR ITS OFFICERS, DIRECTORS, EMPLOYEES, CONTRACTORS, AGENTS OR CONSULTANTS ("Nestbox PARTIES") BE LIABLE FOR ANY DIRECT, INDIRECT, SPECIAL, INCIDENTAL OR CONSEQUENTIAL DAMAGES ARISING OUT OF THE USE OF OR INABILITY TO USE THE LICENSED SOFTWARE OR THE Nestbox Services, ERRORS IN OR LOSS OF ANY DATA. SPECIFICALLY, Nestbox IS NOT RESPONSIBLE FOR ANY COSTS INCLUDING, BUT NOT LIMITED TO, THOSE INCURRED AS A RESULT OF LOST PROFITS OR REVENUE, LOSS OF USE OF THE LICENSED SOFTWARE OR Nestbox SERVICES, LOSS OF DATA, THE COSTS OF RECOVERING DATA, ANY LOSSES INCURRED ARISING IN ANY WAY FROM USE OF THE OFFLINE CREDIT PAYMENTS FEATURE, ANY CLAIMS BY THIRD PARTIES, OR FOR ANY OTHER SIMILAR COSTS, LOSSES, OR DAMAGES YOU MIGHT INCUR. Nestbox MAKES NO WARRANTY OF ANY KIND AS TO THE SUITABILITY OR ADEQUACY OF THE LICENSED SOFTWARE OR Nestbox SERVICES FOR A PARTICULAR PURPOSE OR NON-INFRINGEMENT. GIVEN THAT LICENSEE IS IN A BETTER POSITION THAN Nestbox TO FORESEE AND EVALUATE ANY POTENTIAL DAMAGE OR LOSS WHICH LICENSEE MAY SUFFER IN CONNECTION WITH THE USE OF THE LICENSED SOFTWARE AND/OR THE Nestbox Services AND THAT Nestbox CANNOT ADEQUATELY INSURE ITS POTENTIAL LIABILITY TO LICENSEE, LICENSEE ACKNOWLEDGES AND AGREES THAT THE EXCLUSIONS AND LIMITATIONS CONTAINED HEREIN ARE REASONABLE. TO THE EXTENT THAT THE FOREGOING LIMITATION OF LIABILITY IS DETERMINED BY A COURT WITH JURISDICTION TO BE UNREASONABLE, Nestbox'S AGGREGATE LIABILITY SHALL NOT EXCEED $100. LICENSEE SHALL ACT AT ALL TIMES TO MITIGATE ANY LIABILITY. LICENSEE ACKNOWLEDGES AND AGREES THAT SHARING OF ITS ACCOUNT INFORMATION, LOGIN INFORMATION OR PASSWORDS SHALL BE AT ITS SOLE AND ABSOLUTE RISK AND THAT Nestbox SHALL NOT BE LIABLE FOR ANY DAMAGE ARISING AS A RESULT OF SUCH SHARING.

Termination

Licensee may terminate this license no less than 60 days before the annual renewal by emailing support@nestbox.ai. Nestbox, in its sole discretion, has the right to suspend or terminate this license and your account and refuse any and all current or future use of the Nestbox Services for any reason at any time, including but not limited to selling prohibited or illegal products such as drugs or adding pornographic or inappropriate text or photographs. Licensee's duties to (i) pay amounts due and payable, (ii) refrain from any kind of reverse engineering or other act in violation of this agreement or (iii) indemnify Nestbox and the Nestbox Parties shall survive termination of this Agreement. Upon termination Licensee will destroy all copies of the Licensed Software and documentation onto which the Licensed Software or documentation has been installed. Upon termination Nestbox shall terminate the Licensee's access to their Nestbox account, the account itself and the data residing therein. Nestbox SHALL NOT BE RESPONSIBLE FOR LICENSEE ACCOUNT DATA AFTER TERMINATION. In addition, Nestbox reserves the right and Licensee acknowledges such right for Nestbox to terminate service of Licensee's account on 30 days' notice if Nestbox determines in its sole discretion that it is not capable of fully meeting the apparent requirements of Licensee.

Confidentiality

Licensee agrees that the Licensed Software and the operation of the Nestbox Services and its processes are the confidential information of Nestbox and agrees not to disclose such software or such operation and processes to any third party. Licensee agrees that breach of this duty of confidentiality shall cause irreparable harm for which monetary damages would be difficult to quantify or insufficient and therefore Nestbox shall be entitled to immediate injunctive relief in the event of breach without an obligation of posting bond.

Marketing and Customer Programs

Licensee may be able to use the Services to create, send and manage marketing messages to your customers (Buyers) who have elected to receive offers and updates through LLMs developed in the platform. Nestbox is not involved in your marketing messaging to Buyers, except for providing the Services that facilitate the creation, delivery, and management of messages by you to Buyers. You are responsible for marketing messages that you send using the Services, the Content of those messages, and honoring any terms included in such messages, even if your Nestbox Account is closed, suspended, or terminated. You may not use the Services to send unsolicited bulk messages. If you offer a loyalty program to your Buyers through the Services, you agree to make available to your Buyers any terms and conditions applicable to your loyalty program. You are responsible for ensuring that your marketing messages, loyalty program, and any associated rewards are compliant with applicable federal, state, or local laws, including laws governing prepaid cards and special offers such as rebates and coupons. Buyers may be able to use the Services, including digital receipts, to submit feedback to you about their recent customer experience. When Buyers submit feedback using the Services, we share that feedback with you and allow you to send responses to Buyers who have enabled replies to their feedback. You may not use the feedback features of the Services: (a) to send responses to Buyers who have not enabled replies to their feedback, (b) to request Buyer Card Information, (c) to send Buyers marketing messages, requests for information, or other communications unrelated to their feedback, or (d) to send abusive, harassing, excessive or objectionable messages. If you do not wish to receive feedback or to report a problem with feedback from a Buyer, you should contact Nestbox Support.

Credit Card Processing Terms And Conditions

In certain cases Nestbox may provide payment processing services through its app integrations. Licensee hereby authorizes Nestbox to bind Licensee to the end-user license agreement proffered by its payment gateway provider(s) for the purpose of establishing Licensee as a customer of its payment gateway provider(s). Licensee is liable for all fees charged to Nestbox by its payment gateway provider(s) for Licensee's use of the payment gateway provider(s)'s systems and services Licensee shall: (i) make reasonable efforts to secure any credit card transaction data residing on the equipment owned, controlled or operated by Licensee from intrusion or unauthorized access, (ii) comply with all state and federal laws governing the disclosure and use of retail customer information, (iii) not use, disclose, store, sell or disseminate any credit/debit card-holder information obtained in a credit/debit card transaction processed through Nestbox or its payment gateway provider(s), including but not limited to storing private cardholder credit/debit card information such as card numbers, expiration dates and CVV numbers, outside of the payment gateway, except as permitted by the card-holder, (iv) comply with the requirements of any debit/credit card or other payment brand rules, including those related to data security and customer data. Licensee agrees that neither Nestbox nor its payment gateway provider(s) shall be liable for any improperly processed transactions, illicit access to Licensee's account with its payment gateway provider(s) or any of Licensee's transaction data or unauthorized disclosure and use of passwords or its payment gateway provider(s)'s account access information. Licensee agrees to immediately notify Nestbox in the event of any security breach of Licensee's systems or unauthorized access to Licensee's transaction data. YOU HEREBY INDEMNIFY AND AGREE TO HOLD Nestbox HARMLESS FROM ANY CLAIM, (INCLUDING ANY ASSOCIATED DAMAGES, COSTS AND REASONABLE ATTORNEYS FEES INCURRED BY Nestbox OR ITS AFFILIATES) BROUGHT AGAINST Nestbox OR ITS AFFILIATES BY ANY THIRD PARTY ARISING FROM OR IN CONNECTION WITH ANY LOSS OR DAMAGE WHOLLY OR PARTIALLY CAUSED BY YOUR USE OF THE OFFLINE CREDIT PAYMENTS FEATURE IN ORDER TO ACCEPT CREDIT CARD TRANSACTIONS WITHOUT AUTHORIZATION WHERE SUCH TRANSACTIONS ARE SUBSEQUENTLY DENIED BY THE TRANSACTION PROCESSOR FOR ANY REASON. LICENSEE AGREES THAT USE OF THE PAYMENT GATEWAY PROVIDER(S)'S SYSTEMS OR SERVICES IS AT LICENSEE'S SOLE AND ABSOLUTE RISK AND THAT NEITHER Nestbox, NOR ANY Nestbox PARTY SHALL BE LIABLE IN ANY WAY OR UNDER ANY THEORY IN THE EVENT OF ANY CLAIM, DAMAGE OR EXPENSE INCURRED BY LICENSEE ARISING FROM USE OF THE PAYMENT GATEWAY PROVIDER(S)'S SYSTEMS OR SERVICES.

Refund Policy

All payments are nonrefundable.

Amendments

Nestbox reserves the right to amend these Terms and Conditions at any time in Nestbox's sole discretion.

Representation

The Licensee represents and warrants that it has the due right and power to enter into this Agreement, entering into this Agreement will not cause the breach of any agreement Licensee has with a third party and that all of the registration information provided to Nestbox is accurate in all respects.

Choice of Law and Forum

This Agreement shall be construed under the laws of the State of New York, U.S.A. as applied to contracts performed entirely within the state. Any dispute arising under this Agreement shall be exclusively heard in the state or federal courts residing in New York County, New York, U.S.A. Each party hereto consents to the jurisdiction of such courts with regard to matters arising in connection with this Agreement and waives any claim it has that such a forum is inconvenient.

Privacy Policy

Nestbox operates the nestbox.ai website and the Nestbox and all apps that are using the Nestbox platform (hereinafter referred to as the Service). This page informs you of our policies regarding the collection, use, and disclosure of personal data when you use our Service and the choices you have associated with that data. We use your data to provide and improve the Service. By using the Service, you agree to the collection and use of information in accNestboxnce with this policy. Unless otherwise defined in this Privacy Policy, the terms used in this Privacy Policy have the same meanings as in our Terms and Conditions.

INFORMATION COLLECTION AND USE

We collect several different types of information for various purposes to provide and improve our Service to you. Types of Data Collected While using our Service, we may ask you to provide us with certain personally identifiable information that can be used to contact or identify you (Personal Data). Personally, identifiable information may include, but is not limited to:

1. Email address
2. First name and last name
3. Phone number
4. Address, State, Province, ZIP/Postal code, City
5. Cookies and Usage Data

Usage Data We may also collect information that your browser sends whenever you visit our Service or when you access the Service by or through a mobile device (Usage Data). This Usage Data may include information such as your computers Internet Protocol address (e.g. IP address), browser type, browser version, the pages of our Service that you visit, the time and date of your visit, the time spent on those pages, unique device identifiers and other diagnostic data.

USE OF DATA

Nestbox uses the collected data for various purposes:

To provide and maintain our Service

To notify you about changes to our Service

To allow you to participate in interactive features of our Service when you choose to do so

To provide customer support

To gather analysis or valuable information so that we can improve our Service

To monitor the usage of our Service

To detect, prevent and address technical issues

To provide you with news, special offers and general information about other goods, services and events which we offer that are similar to those that you have already purchased or enquired about unless you have opted not to receive such information

TRANSFER OF DATA

Your information, including Personal Data, may be transferred to — and maintained on — computers located outside of your state, province, country or other governmental jurisdiction where the data protection laws may differ from those of your jurisdiction. If you are located outside Canada and choose to provide information to us, please note that we transfer the data, including Personal Data, to Canada and process it there. Your consent to this Privacy Policy followed by your submission of such information represents your agreement to that transfer. Nestbox will take all the steps reasonably necessary to ensure that your data is treated securely and in accordance with this Privacy Policy and no transfer of your Personal Data will take place to an organization or a country unless there are adequate controls in place including the security of your data and other personal information.

SECURITY OF DATA

The security of your data is important to us but remember that no method of transmission over the Internet or method of electronic storage is 100% secure. While we strive to use commercially acceptable means to protect your Personal Data, we cannot guarantee its absolute security. Nestbox will take all the steps reasonably necessary to ensure that your data is treated securely and in accNestboxnce with this Privacy Policy and no transfer of your Personal Data will take place to an organization or a country unless there are adequate controls in place including the security of your data and other personal information.

YOUR DATA PROTECTION RIGHTS

Nestbox aims to take reasonable steps to allow you to correct, amend, delete, or limit the use of your Personal Data. If you wish to be informed about what Personal Data we hold about you and if you want it to be removed from our systems, please contact us via email at support@nestbox.ai In certain circumstances, you have the following data protection rights: The right to access, update, or delete the information we have on you. Whenever made possible, you can access, update, or request the deletion of your Personal Data directly within your account settings section. If you are unable to perform these actions yourself, please contact us to assist you. The right of rectification. You have the right to have your information rectified if that information is inaccurate or incomplete. The right to object. You have the right to object to our processing of your Personal Data. The right of restriction. You have the right to request that we restrict the processing of your personal information. The right to data portability. You have the right to be provided with a copy of the information we have on you in a structured, machine-readable, and commonly used format. The right to withdraw consent. You also have the right to withdraw your consent at any time where Nestbox relied on your consent to process your personal information. Please note that we may ask you to verify your identity before responding to such requests. You have the right to complain to a Data Protection Authority about our collection and use of your Personal Data. For more information, please contact your local data protection authority in the European Economic Area (EEA).