Last Modified: August 5, 2026
These Terms of Service (this “Agreement”) are a binding contract between you (“you” or “your”) and Nuvor, Inc., a Delaware corporation with offices located at 1522 Western Ave STE 84575, Seattle, WA 98101 (“Nuvor,” “we,” or “us”). This Agreement governs your access to and use of the Services.
THIS AGREEMENT TAKES EFFECT WHEN YOU CLICK THE “CREATE ACCOUNT” BUTTON OR BY ACCESSING OR USING THE SERVICES (the “Effective Date”). BY CLICKING ON THE “CREATE ACCOUNT” BUTTON OR BY ACCESSING OR USING THE SERVICES YOU (A) ACKNOWLEDGE THAT YOU HAVE READ AND UNDERSTAND THIS AGREEMENT; (B) REPRESENT AND WARRANT THAT YOU ARE AT LEAST 18 YEARS OF AGE AND HAVE THE RIGHT, POWER, AND AUTHORITY TO ENTER INTO THIS AGREEMENT; AND (C) ACCEPT THIS AGREEMENT AND AGREE THAT YOU ARE LEGALLY BOUND BY ITS TERMS.
IF YOU DO NOT AGREE TO THESE TERMS, PLEASE DO NOT CREATE AN ACCOUNT OR ACCESS OR USE THE SERVICES. IF YOU DO NOT ACCEPT THESE TERMS, YOU MAY NOT ACCESS OR USE THE SERVICES.
PLEASE READ SECTION 16 CAREFULLY. IT REQUIRES THAT DISPUTES BETWEEN YOU AND NUVOR BE RESOLVED THROUGH BINDING INDIVIDUAL ARBITRATION AND INCLUDES A WAIVER OF YOUR RIGHT TO A JURY TRIAL AND TO PARTICIPATE IN A CLASS ACTION, UNLESS YOU OPT OUT AS DESCRIBED IN SECTION 16(g).
1. Definitions.
“AI Features” means the artificial-intelligence-powered features of the Services, including the NCX Analyst, chat, briefings, and AI-generated explanations, scores, and analytics.
“Brokerage” means a third-party broker-dealer with which you maintain a brokerage account and which you elect to connect to the Services, including Alpaca Securities LLC, a registered broker-dealer and member of FINRA and SIPC.
“Documentation” means Nuvor’s end-user documentation, help resources, and guides relating to the Services available at https://nuvor.io/how-it-works or within the Services.
“Inputs” means the prompts, questions, and other content you submit to the AI Features, and “Outputs” means the content the AI Features generate in response to your Inputs.
“Nuvor IP” means the Services, the Documentation, and all intellectual property provided to you in connection with the foregoing, including all software, models, methodologies, algorithms, scores, signals, and analytics. For the avoidance of doubt, Nuvor IP includes Aggregated Statistics and any information, data, or other content derived from Nuvor’s monitoring of your access to or use of the Services, but does not include Your Data or Third-Party Products.
“Services” means the services provided by Nuvor under this Agreement that are detailed on Nuvor’s website available at https://nuvor.io, including the Nuvor platform, the Nuvor Cortex (NCX) analytics, the AI Features, learning tools, paper trading, portfolio tracking, and optional Brokerage connectivity.
“Third-Party Products” means any products, content, services, information, websites, or other materials that are owned by third parties and are incorporated into or accessible through the Services, including market and reference data, filings and disclosures obtained from public sources (such as SEC EDGAR and congressional-trading disclosures), news, sentiment data, analyst coverage, and the services of your Brokerage and of Nuvor’s payment processor.
“Your Data” means, other than Aggregated Statistics, information, data, and other content, in any form or medium, that is submitted, posted, or otherwise transmitted by you or on your behalf through the Services, including portfolio data, holdings, watchlists, values and goals profiles, and Inputs.
2. The Services; Not Investment Advice.
(a) Informational and Educational Services. The Services aggregate Third-Party Products and apply analytics and artificial-intelligence models, including NCX, to produce scores, signals, explanations, portfolio analytics, optimization models, learning content, and simulated (“paper”) trading, in each case for research and educational purposes only.
(b) Not Investment Advice. NUVOR IS NOT A REGISTERED INVESTMENT ADVISER, BROKER-DEALER, OR FINANCIAL PLANNER, AND NOTHING ON THE SERVICES CONSTITUTES INVESTMENT, FINANCIAL, LEGAL, ACCOUNTING, OR TAX ADVICE. All content of the Services, including Outputs, scores, signals, recommendations, optimizations, values alignments, and analytics, is general and informational and is not personalized to your circumstances, even where it references your holdings, goals, or stated values. Nothing on the Services is an offer, solicitation, or recommendation to buy or sell any security or to pursue any strategy. You are solely responsible for your investment decisions and should verify information independently and consult a qualified, licensed professional before acting. Nuvor’s Investment Disclaimer, available at https://nuvor.io/disclaimer, is incorporated into this Agreement by reference.
3. Access and Use.
(a) Provision of Access. Subject to and conditioned on your compliance with the terms and conditions of this Agreement, Nuvor hereby grants you a revocable, non-exclusive, non-transferable, non-sublicensable, limited right to access and use the Services and Documentation during the Term solely for your personal, non-commercial purposes in accordance with the terms and conditions herein. Nuvor shall provide you the necessary access credentials to allow you to access the Services.
(b) Use Restrictions. You shall not use the Services, any software component of the Services, or Documentation for any purposes beyond the scope of the access granted in this Agreement. You shall not at any time, directly or indirectly: (i) copy, modify, or create derivative works of the Services, any software component of the Services, or Documentation, in whole or in part; (ii) rent, lease, lend, sell, license, sublicense, assign, distribute, publish, transfer, or otherwise make available the Services or Documentation except as expressly permitted under this Agreement; (iii) reverse engineer, disassemble, decompile, decode, adapt, or otherwise attempt to derive or gain access to any software component, model, or scoring methodology of the Services, in whole or in part; (iv) remove any proprietary notices from the Services or Documentation; (v) scrape, crawl, or bulk-extract content or data from the Services, or access the Services through robots or other automated means except through interfaces intentionally made available by Nuvor; (vi) bypass or breach any security device or protection used by the Services, or interfere with or disrupt their operation; (vii) use the Services to develop, train, or improve a competing product, service, or model; (viii) share, sell, or transfer your account; or (ix) use the Services or Documentation in any manner or for any purpose that infringes, misappropriates, or otherwise violates any intellectual property right or other right of any person, or that violates any applicable law, regulation, or rule, including securities laws (such as by engaging in market manipulation) and sanctions and export-control laws.
(c) Aggregated Statistics. Notwithstanding anything to the contrary in this Agreement, Nuvor may monitor your use of the Services and collect and compile data and information related to your use of the Services to be used by Nuvor in an aggregated and anonymized manner, including to compile statistical and performance information related to the provision and operation of the Services (“Aggregated Statistics”). As between Nuvor and you, all right, title, and interest in Aggregated Statistics, and all intellectual property rights therein, belong to and are retained solely by Nuvor. You acknowledge that Nuvor may compile Aggregated Statistics based on Your Data input into the Services. You agree that Nuvor may (i) make Aggregated Statistics publicly available in compliance with applicable law, and (ii) use Aggregated Statistics to the extent and in the manner permitted under applicable law, provided that such Aggregated Statistics do not identify you.
(d) Reservation of Rights. Nuvor reserves all rights not expressly granted to you in this Agreement. Except for the limited rights and licenses expressly granted under this Agreement, nothing in this Agreement grants, by implication, waiver, estoppel, or otherwise, to you or any third party, any intellectual property rights or other right, title, or interest in or to the Nuvor IP.
(e) Suspension. Notwithstanding anything to the contrary in this Agreement, Nuvor may temporarily suspend your access to any portion or all of the Services if: (i) Nuvor reasonably determines that (A) there is a threat or attack on any of the Nuvor IP; (B) your use of the Nuvor IP disrupts or poses a security risk to the Nuvor IP or to any other customer or vendor of Nuvor; (C) you are using the Nuvor IP for fraudulent or illegal activities; or (D) Nuvor’s provision of the Services to you is prohibited by applicable law; or (ii) any vendor of Nuvor has suspended or terminated Nuvor’s access to or use of any third-party services or products required to enable you to access the Services (any such suspension described in subclause (i) or (ii), a “Service Suspension”). Nuvor shall use commercially reasonable efforts to provide written notice of any Service Suspension to you and to provide updates regarding resumption of access to the Services following any Service Suspension. Nuvor shall use commercially reasonable efforts to resume providing access to the Services as soon as reasonably possible after the event giving rise to the Service Suspension is cured. Nuvor will have no liability for any damage, liabilities, losses (including any loss of data or profits), or any other consequences that you may incur as a result of a Service Suspension.
(f) Changes to the Services. Nuvor is continuously developing the Services; features, data sources, models, tiers, and outputs may be changed, added, gated, or removed at any time, subject to Section 18. Features identified as beta, preview, or early access are provided as-is, may be modified or discontinued at any time, and may be less reliable than generally available features. Joining any waitlist does not guarantee access to the Services.
4. Your Responsibilities.
(a) Acceptable Use. The Services may not be used for unlawful, fraudulent, offensive, or obscene activity. You will comply with all terms and conditions of this Agreement, all applicable laws, rules, and regulations, and all guidelines, standards, and requirements that may be posted on https://nuvor.io from time to time.
(b) Account Use. You are responsible and liable for all uses of the Services and Documentation resulting from access provided by you, directly or indirectly, whether such access or use is permitted by or in violation of this Agreement. You shall provide accurate account information and keep it current.
(c) Your Data. You hereby grant to Nuvor a non-exclusive, royalty-free, worldwide license to reproduce, distribute, and otherwise use and display Your Data and perform all acts with respect to Your Data as may be necessary for Nuvor to provide the Services to you, including to operate, secure, maintain, and improve the Services as described in the Privacy Policy, and a non-exclusive, perpetual, irrevocable, royalty-free, worldwide license to reproduce, distribute, modify, and otherwise use and display Your Data incorporated within the Aggregated Statistics. You will ensure that Your Data and your use of Your Data will not violate any policy or terms referenced in or incorporated into this Agreement or any applicable law. You are solely responsible for the development, content, operation, maintenance, and use of Your Data.
(d) Passwords and Access Credentials. You are responsible for keeping your passwords and access credentials associated with the Services confidential. You will not sell or transfer them to any other person or entity. You will promptly notify us about any unauthorized access to your passwords or access credentials.
(e) Third-Party Products. The Services may permit access to Third-Party Products. For purposes of this Agreement, such Third-Party Products are subject to their own terms and conditions presented to you for acceptance within the Services by website link or otherwise, including the terms of your Brokerage and of Nuvor’s payment processor. If you do not agree to abide by the applicable terms for any such Third-Party Products, then you should not install, access, or use such Third-Party Products. Third-Party Products consisting of market and reference data are made available for your personal use within the Services only; you shall not redistribute, resell, or systematically extract them. Market and reference data may be delayed, incomplete, or inaccurate, and you are responsible for verifying any data before relying on it.
5. AI Features.
(a) Nature of Outputs. The AI Features generate Outputs using machine-learning models, which are probabilistic in nature. Outputs may be inaccurate, incomplete, outdated, or misleading, and may not correctly reflect the underlying data, even when presented confidently and even when accompanied by citations to evidence. You shall not rely on any Output as a factual record or as the basis for any investment decision without independent verification. Section 2(b) applies fully to all Outputs.
(b) Inputs and Outputs. As between you and Nuvor, you retain all right, title, and interest in and to your Inputs, and, to the extent Nuvor holds any right, title, or interest in Outputs generated for you, Nuvor hereby assigns such right, title, and interest to you, subject to this Agreement. You acknowledge that Outputs are not unique to you and that the AI Features may generate the same or similar output for other users. You are responsible for your Inputs and for your use of Outputs. Inputs and Outputs are Your Data and are licensed to Nuvor under Section 4(c). Inputs are transmitted to Nuvor’s third-party AI provider solely to generate the applicable response and are not used by such provider to train its models.
(c) AI Use Restrictions. In addition to Section 3(b), you shall not use the AI Features to: (i) attempt to extract model weights, system prompts, or non-public data; (ii) generate content that violates applicable law or the rights of any third party; (iii) misrepresent Outputs as human-authored professional advice; or (iv) provide investment advice or recommendations to third parties in a manner that would require registration or licensure under applicable law.
6. Paper Trading and Learning Tools.
Paper trading uses virtual cash at real or delayed market prices. Virtual cash and simulated positions have no monetary value, are not redeemable, and may be reset, adjusted, or discontinued by Nuvor at any time. Simulated results do not reflect actual trading, which involves costs, liquidity constraints, and execution differences, and simulated performance is not indicative of results in live markets. Learning content is provided for educational purposes only and is subject to Section 2(b).
7. Brokerage Connections.
(a) Optional; Separate Relationship. Connecting a Brokerage is entirely optional, and the Services are fully usable without doing so. Brokerage accounts and brokerage services are Third-Party Products provided by your Brokerage, not by Nuvor. NUVOR IS NOT A BROKER-DEALER, DOES NOT HOLD, CUSTODY, OR CONTROL YOUR FUNDS OR SECURITIES, AND CANNOT WITHDRAW, TRANSFER, OR OTHERWISE MOVE MONEY OR ASSETS OUT OF YOUR ACCOUNTS; NO SUCH CAPABILITY EXISTS IN THE SERVICES. Your relationship with your Brokerage is governed by your separate agreement with that firm, and you are responsible for reviewing and complying with it. SIPC protection, where applicable, applies to the Brokerage’s custody of your assets and does not protect against losses from declines in the market value of your investments. You connect a Brokerage by generating API credentials with your Brokerage and supplying them to Nuvor; Nuvor does not open or facilitate the opening of brokerage accounts and has no access to your Brokerage account except through the credentials you supply.
(b) Read-Only Default; Per-Order Confirmation. Brokerage connections are read-only by default. If you enable trading, the API credentials you supply are encrypted at rest and are used only to read your positions and to transmit orders that you explicitly confirm, on a per-order basis. The Services do not place trades autonomously. You are solely responsible for every order you confirm, including its suitability, timing, and consequences. Orders are executed by your Brokerage, not by Nuvor, and may be delayed, rejected, or executed at prices different from those displayed on the Services. You may revoke a Brokerage connection at any time through your account settings or through your Brokerage.
8. Service Levels and Support.
Subject to the terms and conditions of this Agreement, Nuvor shall use commercially reasonable efforts to make the Services available. Nuvor does not commit to any service levels or uptime, and this Agreement does not entitle you to any support for the Services; Nuvor may make help resources and support channels available at its discretion.
9. Fees and Payment.
(a)Free at Launch; Paid Tiers. The Services are currently offered free of charge. Nuvor expects to introduce paid subscription tiers that gate certain features, as described on Nuvor’s website at https://nuvor.io (the fees so described, “Fees”). Nuvor may add, change, or gate features, including moving features currently available free of charge into a paid tier, at any time, subject to Section 18; doing so does not affect your ability to access and export Your Data as described in the Privacy Policy. The remainder of this Section 9 applies if and when you purchase a paid subscription.
(b) Billing; Automatic Renewal. Fees are billed in advance on a recurring monthly or annual basis through Nuvor’s payment processor and are payable in US dollars without offset or deduction. By subscribing, you authorize Nuvor and its payment processor to charge your designated payment method the applicable Fees, together with applicable taxes, at the start of each billing period. YOUR SUBSCRIPTION AUTOMATICALLY RENEWS AT THE END OF EACH BILLING PERIOD, AND YOUR PAYMENT METHOD WILL BE CHARGED THE THEN-CURRENT FEE FOR YOUR TIER, UNTIL YOU CANCEL. You may cancel at any time through your account settings or by emailing billing@nuvor.io; cancellation takes effect at the end of the then-current billing period, and you retain access until then. Nuvor may change Fees on at least 30 days’ advance notice, effective at your next renewal. Except as required by law, Fees are non-refundable and no credits will be given for partial periods.
(c) Taxes. All Fees and other amounts payable by you under this Agreement are exclusive of taxes and similar assessments. You are responsible for all sales, use, and excise taxes, and any other similar taxes, duties, and charges of any kind imposed by any federal, state, or local governmental or regulatory authority on any amounts payable by you hereunder, other than any taxes imposed on Nuvor’s income.
10. Confidential Information.
From time to time during the Term, Nuvor and you may disclose or make available to the other party information about its business affairs, products, confidential intellectual property, trade secrets, third-party confidential information, and other sensitive or proprietary information, whether orally or in written, electronic, or other form or media, and whether or not marked, designated, or otherwise identified as “confidential” at the time of disclosure (collectively, “Confidential Information”). Confidential Information does not include information that, at the time of disclosure is: (a) in the public domain; (b) known to the receiving party; (c) rightfully obtained by the receiving party on a non-confidential basis from a third party; or (d) independently developed by the receiving party. The receiving party shall not disclose the disclosing party’s Confidential Information to any person or entity, except to the receiving party’s employees, agents, or subcontractors who have a need to know the Confidential Information for the receiving party to exercise its rights or perform its obligations hereunder and who are required to protect the Confidential Information in a manner no less stringent than required under this Agreement. Notwithstanding the foregoing, each party may disclose Confidential Information to the limited extent required (i) to comply with the order of a court or other governmental body, or as otherwise necessary to comply with applicable law, provided that the party making the disclosure pursuant to the order shall first have given written notice to the other party and made a reasonable effort to obtain a protective order; or (ii) to establish a party’s rights under this Agreement, including to make required court filings. Each party’s obligations of non-disclosure with regard to Confidential Information are effective as of the date such Confidential Information is first disclosed to the receiving party and will expire five years thereafter; provided, however, with respect to any Confidential Information that constitutes a trade secret (as determined under applicable law), such obligations of non-disclosure will survive the termination of this Agreement for as long as such Confidential Information remains subject to trade secret protection under applicable law. For clarity, personal data you provide through the Services is handled as described in the Privacy Policy, and in the event of any conflict between this Section 10 and the Privacy Policy with respect to personal data, the Privacy Policy governs.
11. Privacy Policy.
Nuvor complies with its privacy policy, available at https://nuvor.io/privacy (“Privacy Policy”), in providing the Services. The Privacy Policy is subject to change as described therein. By accessing, using, and providing information to or through the Services, you acknowledge that you have reviewed and accepted our Privacy Policy, and you consent to all actions taken by us with respect to your information in compliance with the then-current version of our Privacy Policy.
12. Intellectual Property Ownership; Feedback.
(a) Ownership. As between you and us, (i) we own all right, title, and interest, including all intellectual property rights, in and to the Nuvor IP and (ii) you own all right, title, and interest, including all intellectual property rights, in and to Your Data. With respect to Third-Party Products, the applicable third parties own all right, title, and interest, including all intellectual property rights, in and to the Third-Party Products.
(b) Feedback. If you send or transmit any communications or materials to us by mail, email, telephone, or otherwise, suggesting or recommending changes to the Nuvor IP, including without limitation, new features or functionality relating thereto, or any comments, questions, suggestions, or the like (“Feedback”), we are free to use such Feedback irrespective of any other obligation or limitation between you and us governing such Feedback. All Feedback is and will be treated as non-confidential. You hereby assign to us all right, title, and interest in, and we are free to use, without any attribution or compensation to you or any third party, any ideas, know-how, concepts, techniques, or other intellectual property rights contained in the Feedback, for any purpose whatsoever, although we are not required to use any Feedback.
(c) Copyright Complaints. If you believe content on the Services infringes your copyright, you may send a notification complying with 17 U.S.C. Section 512(c)(3) to Nuvor’s designated agent at legal@nuvor.io, including the information required by the DMCA. Nuvor may remove allegedly infringing content and may terminate the accounts of repeat infringers.
13. Warranty Disclaimer.
(a) Your Warranty. You warrant that you have all rights necessary to submit Your Data and that both Your Data and your use of the Services are in compliance with Section 4(a) and this Agreement.
(b) Disclaimer. THE SERVICES ARE PROVIDED “AS IS” AND NUVOR SPECIFICALLY DISCLAIMS ALL WARRANTIES, WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE. NUVOR SPECIFICALLY DISCLAIMS ALL IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT, AND ALL WARRANTIES ARISING FROM COURSE OF DEALING, USAGE, OR TRADE PRACTICE. NUVOR MAKES NO WARRANTY OF ANY KIND THAT THE SERVICES, OR ANY PRODUCTS OR RESULTS OF THE USE THEREOF, INCLUDING ANY OUTPUTS, DATA, SCORES, OR SIGNALS, WILL MEET YOUR OR ANY OTHER PERSON’S OR ENTITY’S REQUIREMENTS, OPERATE WITHOUT INTERRUPTION, ACHIEVE ANY INTENDED RESULT, BE COMPATIBLE OR WORK WITH ANY OF YOUR OR ANY THIRD PARTY’S SOFTWARE, SYSTEM, OR OTHER SERVICES, OR BE SECURE, ACCURATE, COMPLETE, TIMELY, FREE OF HARMFUL CODE, OR ERROR-FREE, OR THAT ANY ERRORS OR DEFECTS CAN OR WILL BE CORRECTED, OR THAT ANY SECURITY OR STRATEGY WILL BE PROFITABLE OR SUITABLE FOR YOU. SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF CERTAIN WARRANTIES, SO SOME OF THE ABOVE EXCLUSIONS MAY NOT APPLY TO YOU.
14. Indemnification.
You shall indemnify, hold harmless, and, at Nuvor’s option, defend Nuvor and its officers, directors, employees, agents, affiliates, successors, and assigns from and against any and all losses, damages, liabilities, deficiencies, claims, actions, judgments, settlements, interest, awards, penalties, fines, costs, or expenses of whatever kind, including reasonable attorneys’ fees (“Losses”), arising from or relating to any third-party claim, suit, action, or proceeding (“Third-Party Claim”) (i) that Your Data, or any use of Your Data in accordance with this Agreement, infringes or misappropriates such third party’s US intellectual property rights; or (ii) based on your negligence or willful misconduct, your use of the Services in a manner not authorized by this Agreement, or your investment or trading decisions, including any orders you confirm; provided that you may not settle any Third-Party Claim against Nuvor unless Nuvor consents to such settlement, and further provided that Nuvor will have the right, at its option, to defend itself against any such Third-Party Claim or to participate in the defense thereof by counsel of its own choice. For the avoidance of doubt, Nuvor provides no indemnification to you under this Agreement.
15. Limitations of Liability.
IN NO EVENT WILL NUVOR BE LIABLE UNDER OR IN CONNECTION WITH THIS AGREEMENT UNDER ANY LEGAL OR EQUITABLE THEORY, INCLUDING BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY, OR OTHERWISE, FOR ANY: (a) CONSEQUENTIAL, INCIDENTAL, INDIRECT, EXEMPLARY, SPECIAL, ENHANCED, OR PUNITIVE DAMAGES; (b) INVESTMENT OR TRADING LOSSES, INCREASED COSTS, DIMINUTION IN VALUE OR LOST BUSINESS, PRODUCTION, REVENUES, OR PROFITS; (c) LOSS OF GOODWILL OR REPUTATION; (d) USE, INABILITY TO USE, LOSS, INTERRUPTION, DELAY OR RECOVERY OF ANY DATA, OR BREACH OF DATA OR SYSTEM SECURITY; OR (e) COST OF REPLACEMENT GOODS OR SERVICES, IN EACH CASE REGARDLESS OF WHETHER NUVOR WAS ADVISED OF THE POSSIBILITY OF SUCH LOSSES OR DAMAGES OR SUCH LOSSES OR DAMAGES WERE OTHERWISE FORESEEABLE. IN NO EVENT WILL NUVOR’S AGGREGATE LIABILITY ARISING OUT OF OR RELATED TO THIS AGREEMENT UNDER ANY LEGAL OR EQUITABLE THEORY, INCLUDING BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY, OR OTHERWISE EXCEED THE TOTAL AMOUNTS PAID TO NUVOR UNDER THIS AGREEMENT IN THE TWELVE (12) MONTH PERIOD PRECEDING THE EVENT GIVING RISE TO THE CLAIM OR US$100, WHICHEVER IS GREATER. THE FOREGOING EXCLUSIONS AND LIMITATIONS DO NOT APPLY TO LIABILITY THAT CANNOT BE EXCLUDED OR LIMITED UNDER APPLICABLE LAW, AND SOME JURISDICTIONS DO NOT ALLOW CERTAIN LIMITATIONS, SO SOME OF THE ABOVE MAY NOT APPLY TO YOU.
16. Dispute Resolution; Binding Arbitration; Class Action Waiver.
(a) Informal Dispute Resolution. Before filing an arbitration or any permitted court action, you and Nuvor shall first attempt to resolve any dispute informally. The party raising the dispute shall send the other party a written notice describing the dispute and the relief sought (to Nuvor: legal@nuvor.io or the notice address in Section 21, Attn: Legal - Dispute Notice; to you: the email address associated with your account). The parties shall negotiate in good faith for 60 days from receipt of such notice, including participating in at least one telephone or video conference if either party requests one. Completion of this process is a condition precedent to commencing arbitration or litigation, and all applicable statutes of limitation are tolled while it is pending.
(b) Agreement to Arbitrate. Except as provided in Sections 16(e) and 16(h), you and Nuvor agree that any dispute, claim, or controversy arising out of or relating to this Agreement or the Services, including their formation, interpretation, breach, or termination, and including statutory claims, will be resolved by binding individual arbitration administered by the American Arbitration Association (“AAA”) in accordance with its Consumer Arbitration Rules then in effect, as modified by this Section 16. The Federal Arbitration Act governs the interpretation and enforcement of this Section 16. The arbitrator, and not any court, will have exclusive authority to resolve all disputes, including disputes regarding the arbitrability of any claim, except that a court of competent jurisdiction will decide (i) the enforceability of the class action waiver in Section 16(f) and (ii) any dispute regarding compliance with Section 16(a).
(c) Arbitration Procedures. The arbitration will be conducted by a single arbitrator, in English, by videoconference or, if an in-person hearing is required, in the county where you reside or another mutually agreed location. AAA administrative and arbitrator fees will be allocated in accordance with the AAA Consumer Arbitration Rules, and Nuvor will pay the portion of such fees that those rules allocate to it. Judgment on the arbitration award may be entered in any court of competent jurisdiction.
(d) Mass Filings. If 25 or more demands for arbitration are filed asserting similar claims and involving coordinated counsel or coordinated filing, you and Nuvor agree that the AAA’s mass-arbitration procedures then in effect will apply or, if unavailable, that the demands will be administered in batches of up to 25, with one or more bellwether batches proceeding first while the remaining demands are stayed and applicable limitations periods tolled, and either party may request that the AAA administer the demands accordingly.
(e) Exceptions. Notwithstanding Section 16(b): (i) either party may bring an individual claim in small-claims court if the claim qualifies; and (ii) either party may seek injunctive or other equitable relief in a court of competent jurisdiction to protect its intellectual property rights or to prevent unauthorized access to or abuse of the Services. In addition, this Section 16 does not waive any right you may have to seek public injunctive relief where such a waiver is prohibited by applicable law, including California law; any claim for public injunctive relief will be decided by a court after arbitration of all arbitrable claims.
(f) Class Action and Jury Trial Waiver. YOU AND NUVOR EACH WAIVE THE RIGHT TO A TRIAL BY JURY AND THE RIGHT TO PARTICIPATE IN A CLASS ACTION, CLASS ARBITRATION, OR OTHER REPRESENTATIVE PROCEEDING. ALL CLAIMS MUST BE BROUGHT IN THE PARTIES’ INDIVIDUAL CAPACITY, AND THE ARBITRATOR MAY NOT CONSOLIDATE THE CLAIMS OF MORE THAN ONE PERSON.
(g) 30-Day Right to Opt Out. You may opt out of this Section 16 (other than Section 16(h)) by emailing legal@nuvor.io with the subject line “Arbitration Opt-Out” from the email address associated with your account, including your name and account email, within 30 days after first accepting this Agreement, or within 30 days after the effective date of any material change to this Section 16. Opting out does not affect any other provision of this Agreement.
(h) Severability of Waiver; Courts. If the class action waiver in Section 16(f) is found unenforceable as to a particular claim, that claim, and only that claim, will be severed and may proceed in court in accordance with Section 20, with the remaining claims proceeding in arbitration. Any dispute that is not subject to arbitration under this Section 16, including if you opt out under Section 16(g), will be resolved in the courts specified in Section 20.
17. Term and Termination.
(a) Term. The term of this Agreement begins on the Effective Date and continues until terminated (the “Term”).
(b) Termination. In addition to any other express termination right set forth in this Agreement: (i) Nuvor may terminate this Agreement for any reason upon thirty (30) days’ advance notice; (ii) you may terminate this Agreement for any reason at any time by closing your account through your account settings and discontinuing use of the Services; (iii) either party may terminate this Agreement, effective on written notice to the other party, if the other party materially breaches this Agreement, and such breach: (A) is incapable of cure; or (B) being capable of cure, remains uncured 30 days after the non-breaching party provides the breaching party with written notice of such breach; and (iv) Nuvor may terminate this Agreement, effective immediately on written notice to you, if you breach Section 3(b), 4(a), or 5(c).
(c) Effect of Termination. Upon termination of this Agreement, you shall immediately discontinue use of the Nuvor IP, and your right to access and use the Services ceases immediately. No termination will affect your obligation to pay all Fees that may have become due before such termination, or, except as required by law, entitle you to any refund; Nuvor may, in its sole discretion, elect to refund prepaid, unused Fees. Certain data may be retained or deleted as described in the Privacy Policy or as required by law.
(d) Survival. This Section 17(d), Sections 1, 2(b), 9, 10, 12, 13, 14, 15, 16, 20, and 21, and any right, obligation, or required performance of the parties in this Agreement which, by its express terms or nature and context is intended to survive termination of this Agreement, will survive any such termination.
18. Modifications.
You acknowledge and agree that we have the right, in our sole discretion, to modify this Agreement from time to time. You will be notified of modifications through notifications or posts on https://nuvor.io or direct email communication from us, and, for material modifications, we will provide at least 30 days’ advance notice, with the modified terms becoming effective no earlier than the end of that notice period, except for modifications required by applicable law or addressing new features, which may take effect sooner. You are responsible for reviewing and becoming familiar with any such modifications. Your continued use of the Services after the effective date of the modifications will be deemed acceptance of the modified terms; if you do not agree, you must stop using the Services and close your account before the modifications take effect. Material modifications to Section 16 re-open the opt-out window described in Section 16(g).
19. Export Regulation.
The Services utilize software and technology that may be subject to US export control laws. You shall not, directly or indirectly, export, re-export, or release the Services or the software or technology included in the Services to, or make them accessible from, any jurisdiction or country to which export, re-export, or release is prohibited by law, regulation, or rule, and you shall comply with all applicable federal laws, regulations, and rules prior to exporting, re-exporting, releasing, or otherwise making the Services available outside the US. You represent and warrant that you are not located in, and are not a resident or national of, any jurisdiction subject to comprehensive US sanctions, and that you are not identified on any US government restricted-party list.
20. Governing Law and Jurisdiction.
This Agreement is governed by and construed in accordance with the internal laws of the State of Washington, without giving effect to any choice or conflict of law provision or rule that would require or permit the application of the laws of any jurisdiction other than those of the State of Washington, except that the Federal Arbitration Act governs Section 16. Except as otherwise set forth in Section 16, any legal suit, action, or proceeding arising out of or related to this Agreement or the rights granted hereunder will be instituted exclusively in the federal courts of the United States or the courts of the State of Washington, in each case located in the city of Seattle and County of King, and each party irrevocably submits to the exclusive jurisdiction of such courts in any such suit, action, or proceeding. Nothing in this Section 20 deprives you of the protection of mandatory consumer-protection laws of the jurisdiction in which you reside.
21. Miscellaneous.
This Agreement, together with the Privacy Policy, the Investment Disclaimer, and any additional terms applicable to specific features that are presented to you, constitutes the entire agreement and understanding between the parties hereto with respect to the subject matter hereof and supersedes all prior and contemporaneous understandings, agreements, representations, and warranties, both written and oral, with respect to such subject matter. Any notices to us must be sent to Nuvor, Inc., 1522 Western Ave STE 84575, Seattle, WA 98101, or legal@nuvor.io, and must be delivered either in person, by certified or registered mail, return receipt requested and postage prepaid, by recognized overnight courier service, or by email with confirmation of transmission, and are deemed given upon receipt by us. Notwithstanding the foregoing, you hereby consent to receiving electronic communications from us. These electronic communications may include notices about applicable fees and charges, transactional information, and other information concerning or related to the Services, and may be provided through the Services or to the email address associated with your account. You agree that any notices, agreements, disclosures, or other communications that we send to you electronically will satisfy any legal communication requirements, including that such communications be in writing. The invalidity, illegality, or unenforceability of any provision herein does not affect any other provision herein or the validity, legality, or enforceability of such provision in any other jurisdiction. Any failure to act by us with respect to a breach of this Agreement by you or others does not constitute a waiver and will not limit our rights with respect to such breach or any subsequent breaches. This Agreement is personal to you and may not be assigned or transferred for any reason whatsoever without our prior written consent and any action or conduct in violation of the foregoing will be void and without effect. We expressly reserve the right to assign this Agreement and to delegate any of our obligations hereunder, including in connection with a merger, acquisition, corporate reorganization, or sale of all or substantially all of our assets. In no event shall Nuvor be liable to you, or be deemed to have breached this Agreement, for any failure or delay in performing its obligations under this Agreement to the extent caused by circumstances beyond Nuvor’s reasonable control, including acts of God, epidemics, war, terrorism, civil unrest, labor disturbances, failures of third-party data or telecommunications providers, or governmental action. Nothing in this Agreement creates a partnership, joint venture, fiduciary, advisory, or brokerage relationship between you and Nuvor.