END USER LICENSING AGREEMENT 

INTRODUCTION

THIS ADD-ON EXTENSION APPLICATION, ORPHAN TRADE FINDER (“APP”) OFFERS CUSTOMERS OF NURP  LLC (“NURP,” “WE,” ‘US” “OUR”) AN ADD-ON TO NURP’S SERVICES THROUGH ITS WEBSITE, www.nurp.com (“SITE”). THIS AGREEMENT GOVERNS THE USERS ACCESS TO, AND USE OF, THE APP DURING THE TERM OF THE SERVICES. BY ACCESSING AND USING THE APP, YOU HEREBY AGREE TO BE BOUND BY THE TERMS OF THIS END USER LICENSING AGREEMENT. 

As a customer of Nurp (“You,” “Customer,” “User”), your use of, and access to, the App, which is owned and/or maintained by Nurp are governed by the policies, terms, and conditions set forth below. Please read these terms carefully. By accessing or using the App, you agree to the Terms set forth herein.

IMPORTANT – PLEASE CAREFULLY READ AND ENSURE THAT YOU UNDERSTAND THIS AGREEMENT BEFORE ACCESSING AND USING THE APP. THIS AGREEMENT CONTAINS DISCLAIMERS OF WARRANTIES AND LIMITATIONS OF LIABILITIES. THIS AGREEMENT CONTAINS ARBITRATION AND CLASS ACTION WAIVER PROVISIONS THAT WAIVE YOUR RIGHT TO A COURT HEARING, RIGHT TO A JURY TRIAL, AND RIGHT TO PARTICIPATE IN A CLASS ACTION.  ARBITRATION IS MANDATORY AND IS THE EXCLUSIVE REMEDY FOR ANY AND ALL DISPUTES UNLESS SPECIFIED BELOW IN SECTION 14 OR IF YOU OPT-OUT. PLEASE CAREFULLY REVIEW THE DISPUTE RESOLUTION PROVISIONS IN SECTION 14 BELOW WHICH DESCRIBES YOUR RIGHT TO OPT-OUT.

We reserve the right to unilaterally update, change, remove, or replace any provision of this Agreement. YOUR CONTINUED USE OF OR ACCESS TO THE APP FOLLOWING THE POSTING OF ANY CHANGES CONSTITUTES BINDING ACCEPTANCE OF THOSE CHANGES.

2.1.  The App is intended to be accessed and used by Nurp’s customers that are adults only. By accessing and using the App, you represent that you are a customer of Nurp that holds a valid account at Nurp.com and that you are at least the age of majority in your state or jurisdiction of residence. Persons that are not Nurp’s customers are not permitted to access or use the App. If you use the App, you affirm that you have the legal capacity to enter into a binding contract with us, that You are a customer of Nurp, and that You have read this Agreement and that you understand the Agreement.

2.2. You hereby agree that your access and use of the Site through the App is governed by the Terms & Conditions  located on Nurp’s website: https://nurp.com/terms-conditions/ , and that You agree to be bound by the Terms & Conditions.  

2.3. You hereby agree to access and use the App as intended by Nurp and pursuant to any instructions regarding the access to and use of the App. 

3. CHANGES TO THIS AGREEMENT

3.1. Nurp reserves the right to unilaterally update, change, remove, or replace any part of this Agreement by posting updates and/or changes to our App and such changes and amendments will become valid and enforceable. Your continued use of, or access to, the App following the posting of any changes constitutes your binding acceptance of those changes.

4.1. Your access and use of the App will be governed by Nurp’s Privacy Policy, which may be viewed at: Privacy Policy | Nurp and You hereby agree to be bound by the terms in Nurp’s Privacy Policy. The Privacy Policy is hereby incorporated into this Agreement by reference and constitute a part of this Agreement. Nurp reserves the right to modify the Privacy Policy at its sole discretion.

If You wish to opt-out Nurp’s processing of your personal data listed above, please contact the following requesting to opt-out: 

Nurp, LLC

PMB 2158, 1000 Brickell Ave, Ste 715,

Miami, FL 33131

Phone: (877) 540-7457

Email: info@nurp.com

5. NO INVESTMENT RECOMMENDATION OR PERSONAL ADVICE

5.1. Nurp and its employees, officers, directors, managers, members, shareholders, contractors, and principals (“Affiliated Parties”) are not investment advisers or financial advisers. Nurp and its Affiliated Parties do not provide investment advice. Nurp does not pool customer assets and it does not accept deposits of funds. Nurp does not provide commodity trading advice based on, or tailored to, the commodity interest or cash market positions or other circumstances or characteristics of particular clients nor does Nurp direct any customer accounts. All information on this App is for information only, without any recommendation and specific obligation for action. Any investment decisions or trades made by You is made through your own brokerage accounts and not on the basis of any recommendation of Nurp and its Affiliated Parties.  

5.2. Neither the App nor any of Nurp’s products or services, are intended to provide tax, legal, insurance, or investment advice. None of the content provided through the App or through any of Nurp’s products should be construed as an offer to sell, a solicitation of an offer to buy, or a recommendation for any security by Nurp, its Affiliated Parties or any third party. You should consult with an investment professional regarding any trading strategy, algorithm, or a particular trade prior to using the App. 

5.3. You alone are solely responsible for determining whether any of Nurp’s App, its products or services are  appropriate or suitable for you based on your investment objectives and personal and financial situation. You should consult a registered investment advisor, attorney, or tax professional regarding your particular financial situation, investing strategies, or specific legal or tax situation before using the App or subscribing to any of Nurp’s products.

5.4. You understand that an investment in any type of commodity or product is subject to a number of risks, and that discussions of any security published on the Site will not contain a list or description of relevant risk factors.

6. RISKS & DISCLAIMERS

6.1. You acknowledge and accept the following disclaimers relating to access and use of the App, and any information on the Site that may be viewed by accessing and using the App:

6.1.1. No representation: Nurp does not represent that any account or any trades will or is likely to achieve profits or losses similar to any model portfolio, scenario, past performance data or any other data regarding Nurp’s products. The past performance of any trading system or methodology is not necessarily indicative of future results. 

6.1.2. Performance: PAST PERFORMANCE IS NOT A GUARANTEE OR A RELIABLE INDICATOR OF FUTURE RESULTS. Please note that some of the results Nurp shows may be some of our top performing accounts and the results we show are not necessarily typical results. The exceptional growth numbers achieved by some of our Users depend on various factors, and we do not guarantee any specific amount of growth or success of any software applicable. Depending on the algorithm and its launch date, Nurp has been collecting hundreds of Myfxbook links from users running Nurp’s algorithms that are willing and able to provide them since January 2023. It is important to note that any returns presented do not account for mid-month capital activity which can affect results materially. Users may have started with varying initial capital investments and used one or more of our algorithms varying amounts of time, which can impact investment performance. 

6.1.3. No Guarantee: Nurp does not represent that any product will or is likely to achieve profits or losses similar to those discussed on the Site, discussed in Nurp’s marketing materials, or during previous live demonstrations. The past performance of any trading system, algorithm, strategy, or methodology is not necessarily indicative of future results. You hereby acknowledge and accept that all trades, patterns, charts, and systems, discussed on the Site are for illustrative purposes only and not to be construed as specific investment advisory recommendations and the information is not tailored to any User’s personal financial situation. You acknowledge and accept that information contained on the Site is intended for informational purposes only. 

6.1.4. Forex Disclaimer: Nurp’s products involve trading of foreign exchange (“forex”). Trading forex on margin carries a high level of risk, and may not be suitable for all investors. The high degree of leverage can work against You as well as for You. Before deciding to invest in forex, You should carefully consider your investment objectives, level of experience, and risk appetite. The possibility exists that You could sustain a loss of some or all of your initial investment and therefore You should not invest money that You cannot afford to lose. You should be aware of all the risks associated with forex trading and seek advice from an independent financial advisor if You have any doubts.

Unless exempt from registration, the purchase, sale or advice regarding forex can only be performed by persons registered with (i) the CFTC (futures commission merchants, introducing brokers, commodity trading advisors, commodity pool operators, retail foreign exchange dealers, and licensed associated persons of such entities), and/or (ii) the SEC (broker-dealers and/or investment advisers and their licensed associated persons), and (iii) a state regulator (each, an “Intermediary”). Neither Nurp, nor our Affiliated Parties or associated persons involved in the production and maintenance of our products and services or this App, is an Intermediary. Nurp makes no representation that You will or are likely to achieve profits or losses similar to those discussed on Nurp’s website or the App. The past performance of any trading system or methodology is not necessarily indicative of future results.  

6.1.5. Cryptocurrency Risk: Some of Nurp’s products and Nurp’s App involve investing in cryptocurrency. Investing in cryptocurrency involves a significant amount of risk and is a high risk investment. The value of cryptocurrencies and digital assets is very volatile, often fluctuating by huge amounts within a short period of time. You may lose any or all of your balance in your trading account due to investing in cryptocurrency and digital assets. You acknowledge and accept that the risks that arise from investing in cryptocurrencies or digital assets include but are not limited to, high volatility in prices, regulatory uncertainty, lack of consumer protection, and vulnerability to hacking.

6.1.6. Market Risk: Market risk is the potential for financial loss due to fluctuations in market prices driven by various factors including, but not limited to, interest rates, currency fluctuations, commodities, and geopolitical matters. You hereby acknowledge and accept that market risk may impact the performance of our products and the App and may in turn impact the performance of your trading account, and You may lose any or all of your balance in your trading account. You should consult an investment advisor, financial professional, attorney, or tax professional regarding your particular financial situation to understand how market risk may affect you before using this App.  

6.1.7. Software risk: YOU EXPRESSLY AGREE THAT YOUR USE OF THIS APP AND ANY OF NURP’S PRODUCTS AND SITE IS AT YOUR SOLE RISK. Nurp does not guarantee uninterrupted, error-free or virus-free products or App or that the App or the software for any of Nurp’s products will work as intended. 

You hereby acknowledge and accept that use of this App and Nurp’s products may result in a loss, including but not limited to, inability to use the license, loss of principal on the trading account, loss of opportunity, loss of business and goodwill, pecuniary loss, and other losses related to or arising from technology, such as failures in technology, failure to timely execute a trade, failure to correctly copy a trade, loss, interruption or delay or recovery of data, breach of data, lost, interrupted or unavailable network, server, website or other connections, software malfunction, errors, flaws, defects, bugs, and viruses. Nurp is not liable for any losses or damages arising from the App, Nurp’s products or the Site, including but not limited to, losses or damages from technical disruptions, such as data loss, loss of profits, or business interruption. You accept that the App, Nurp’s products and Site are “as is” and shall hold harmless Nurp, its Affiliated Parties, and its affiliated companies from any loss or damage resulting or arising from the use of the App, Nurp’s products or the Site. Nurp makes no warranty with regards to the software, whether expressed or implied. 

6.1.8. Risk of Loss of Capital: You hereby acknowledge and accept that no information set forth on this App and/or the Site is an invitation to trade any specific investments. Trading requires risking money in pursuit of future gain. Your decision to use this App is your own. Do not risk any money You cannot afford to lose. Nurp does not take into account your own individual financial and personal circumstances. The content accessible through the Site is intended for educational purposes only and NOT as individual investment advice. 

7. INTELLECTUAL PROPERTY

7.1. The App, the Site, Nurp’s products, and the content contained herein, as well as all copyrights, including without limitation, the text, documents, articles, products, software, algorithms, Nurp’s products, graphics, photos, sounds, videos, interactive features, services, source code, links, third-party apps, and any other content accessed through the App, on the Site or within Nurp’s products (“Content”) and the trademarks, service marks, and logos contained therein are the property of Nurp and its third-party licensors or providers. You acknowledge and accept that Nurp owns, and will retain, the exclusive ownership, of all rights, title, and interest in and to the Content, together will all of the goodwill associated therewith derivative works, and all other rights to which Nurp and its predecessors may have at any time created, adopted, used, registered, or been issued world-wide (collectively, the “Intellectual Property”). You will not cause, or cause or permit to be done, any acts or things contesting or in any way impairing or tending to impair any portion of the Intellectual Property. You acknowledge that you have no right or interest in the Intellectual Property. You will not (i) cause or permit its business name to include any of the Intellectual Property or its business to be operated in a manner which is substantially associated with any of the Intellectual Property or (ii) acquire or attempt to acquire, for itself or for others, or grant or attempt to grant, any rights in or to any of the Intellectual Property, either through registration or use. 

7.2 By using the App, the Site or Nurp’s products, you hereby grant Nurp a non-exclusive, transferrable license to use, publicize, display, publicly perform, exhibit, transmit, broadcast, reproduce, record, photograph, digitize, modify, alter, edit, adapt, create derivative works, exploit, sell, rent, license, or otherwise use and permit others to use your name, image, likeness, initials, autograph, voice, photographs, biography, renderings, performance data, and other identifiers (“Customer Data”) along with any images, case studies, performance data and statistics related to the advertising, promotion, and other commercial and business purposes relating to Nurp, its Affiliated Parties, and their respective businesses, products, and services, throughout the universe and in any medium or format, whether now existing or hereafter devised, including, without limitation, in magazines, brochures, and other print publications, electronic, magnetic, and optical media, television broadcasts, displays, point-of-sales, and other advertising and promotional materials, press releases, and the internet, without further consent from or royalty, payment, or other compensation to you. Nurp acknowledges that you own all rights, title and interest, including all intellectual rights, in and to the Customer Data. 

The Customer Data will be processed in accordance with Nurp’s privacy policy, found at Privacy Policy | Nurp. If you wish to opt-out our use of the Customer Data listed above, please contact the following requesting to opt-out: 

Nurp, LLC

PMB 2158, 1000 Brickell Ave, Ste 715,

Miami, FL 33131

Phone: (877) 540-7457

Email: info@nurp.com

8. USER CONDUCT

8.1. In connection with your access and use of the App, You may not use, copy, display, sell, license, decompile, download, reverse engineer, republish, upload, post, transmit, distribute, create derivative works, or otherwise exploit content from the App, the Site or Nurp’s products to online bulletin boards, message boards, news groups, chat rooms, websites, or in any other manner, without Nurp’s prior written permission. Modification of the Content or use of the Content other than for the purposes expressly stated in any agreements with Nurp is a violation of our copyright and other proprietary rights, and can subject You to legal liability.

8.2. In addition, in connection with your use of the App, the Site, Nurp’s products and services, You agree not to: 

8.2.1. Restrict or inhibit any other User from using the App and/or the Site, including, without limitation, by means of “hacking” or defacing any portion of the App, the Site, or Nurp’s products;

8.2.2. Use the App, the Site, Nurp’s products or services for any unlawful purpose;

8.2.3. Express or imply that any statements you make regarding Nurp, Nurp’s products, the App, or the Site are endorsed by us, without our prior written consent;

8.2.4. Modify, adapt, sublicense, translate, sell, reverse engineer, decompile, or disassemble any portion of the App, the Site, or Nurp’s products;

8.2.5. Disable, damage, or alter the functioning or appearance of the App, the Site, or Nurp’s products, including the presentation of advertising;

8.2.6. “Frame” or “mirror” any part of the App, the Site, or Nurp’s products without Nurp’s prior written authorization;

8.2.7. Use any robot, spider, site search/retrieval application, or other manual or automatic device or process to download, retrieve, index, “data mine,” “scrape,” “harvest,” or in any way reproduce or circumvent the navigational structure or presentation of the App, the Site, Nurp’s products, or its any of the Contents;

8.2.8. Harvest or collect information and data about Users of the App and/or users of  the Site and Nurp’s products without their express consent;

8.2.9. Send unsolicited or unauthorized advertisements, spam, chain letters, or other similar communications, to other users of the App and the Site;

8.2.10. Transmit through the App and/or the Site, upload, or create through the App and/or the Site any Content which contains software viruses, bugs, spyware, malware, worm, scareware, trojan horses, or other harmful computer code, files, software, or programs; or

8.2.11. Permit any third party to access or use your account at Nurp. 

9. Suspension: 

9.1. Nurp may temporarily or permanently suspend your use and access to all or a portion of the App if:

9.1.1. Nurp reasonably believes that there is a threat or attack on Nurp or its Affiliated Parties; 

9.1.2. Nurp’s use of the Intellectual Property disrupts or poses a security risk to the Intellectual Property or to any other customer or vendor of Nurp; 

9.1.3. You are using Nurp’s Intellectual Property for fraudulent or illegal activities; 

9.1.4. Subject to applicable law, Nurp is insolvent or, if applicable, has ceased to continue its business in the ordinary course, made an assignment for the benefit of creditors or similar disposition of its assets, or become the subject of any bankruptcy, reorganization, liquidation, dissolution, or similar proceeding; or

9.1.5. Nurp’s provision of the App, the Site and Nurp’s products becomes prohibited by applicable law;  

9.1.6. You fail or refuse to make payment of any fees due and payable to Nurp or its affiliated entities;

9.1.7. A third party has gained access to your account, whether intentionally or unintentionally.  

9.2. Nurp shall use commercially reasonable efforts to provide written notice of any suspension of your access to the App and to provide updates regarding resumption of access to the App following any temporary suspension to your access, if applicable. Nurp and its Affiliated Parties will have no liability for any damage, liabilities, losses (including any loss of data or profits), or any other consequences that Nurp or its Affiliated Parties may incur as a result of any suspension of the access to the App.

10. Copyright Notice

10.1. The App maintains specific contact information provided below, including an e-mail address, to notify us of any claimed infringement regarding materials posted using this App. All notices should be addressed to the address below:

Nurp

Attn: Copyright Agent

PMB 2158, 1000 Brickell Ave, Ste 715,

Miami, FL 33131

Phone: (877) 540-7457

Email: info@nurp.com

10.2. You may contact our agent for notice of claimed infringement specified above with complaints regarding allegedly infringing posted material and we will investigate those complaints. If the posted material is believed in good faith by us to violate any applicable law, we will remove or disable access to any such material, and we will notify the posting party that the material has been blocked or removed. 

10.3. In notifying us of alleged copyright infringement, the Digital Millennium Copyright Act requires that you include the following information: 

10.3.1. description of the copyrighted work that is the subject of claimed infringement (if multiple works, a description of the list); 

10.3.2. description of the infringing material and information sufficient to permit us to locate the alleged material; 

10.3.3. contact information for you, including your address, telephone number and/or e-mail address;

10.3.4. a statement by you that you have a good faith belief that the material in the manner complained of is not authorized by the copyright owner, or its agent, or by the operation of any law;

10.3.5. a statement by you, signed under penalty of perjury, that the information in the notification is accurate and that You have the authority to enforce the copyrights that are claimed to be infringed; and

10.3.6. a physical or electronic signature of the copyright owner or a person authorized to act on the copyright owner’s behalf. 

10.4. Failure to include all of the above-listed information in Section 10.3. may result in the delay of the processing of your complaint.

11. CONFIDENTIALITY

11.1. From time to time, Nurp, its Affiliated Parties, or other third parties, may disclose or make available to you information that is confidential in connection with the use, access, or subscription to the App (collectively, “Confidential Information”). Confidential Information shall include, but shall not be limited to, records, software, source code, personal data of its Affiliated Parties, lists, Intellectual Property, as the same may exist in any form from time to time. You shall not disclose any Confidential Information to any person or entity. Notwithstanding the foregoing, You may disclose Confidential Information to the limited extent required (i) in order to comply with the order of a court or other governmental body, or as otherwise necessary to comply with applicable law, provided that You shall first have given written notice to Nurp and made a reasonable effort to obtain a protective order; or (ii) to establish your rights under this Agreement, including to make required court filings. When making disclosures of such Confidential Information as permitted under this Section 10, you hereby agree that You shall limit the disclosure of Confidential Information to only disclose information that is necessary to comply with an order of a court or other governmental body, and shall notify Nurp of any such disclosures using the contact details provided under Section 10 of this Agreement. 

11.2. On the expiration or termination of all agreements between You and Nurp, You shall promptly return to Nurp all copies, whether in written, electronic, or other form or media, of Nurp’s Confidential Information, or destroy all such copies and certify in writing to Nurp that such Confidential Information has been destroyed.

12. DISCLAIMER OF WARRANTIES

12.1. EXCEPT WHERE OTHERWISE PROHIBITED BY LAW, THE APP, AND ALL CONTENT PRESENTED THROUGH THE APP ARE PROVIDED ON AN “AS IS”, “AS AVAILABLE” BASIS WITHOUT WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO WARRANTIES OF TITLE OR IMPLIED WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE OR USE. WE MAKE NO, AND EXPRESSLY DISCLAIM ANY AND ALL, REPRESENTATIONS AND WARRANTIES AS TO THE RELIABILITY, TIMELINESS, PERFORMANCE, QUALITY, SUITABILITY, AVAILABILITY, ACCURACY, AND/OR COMPLETENESS OF ANY INFORMATION ON THIS SITE. WE DO NOT REPRESENT OR WARRANT, AND EXPRESSLY DISCLAIM THAT: (A) THE USE OF THE APP, THE SITE, OR ANY OF NURP’S PRODUCTS WILL BE SECURE, TIMELY, UNINTERRUPTED, OR ERROR-FREE, OR OPERATE IN COMBINATION WITH ANY OTHER HARDWARE, SOFTWARE, SYSTEM, OR DATA, (B) THE APP, THE SITE, OR NURP’S PRODUCTS OR SERVICES WILL MEET YOUR REQUIREMENTS OR EXPECTATIONS, (C) ANY STORED DATA WILL BE ACCURATE OR RELIABLE, (D) THE QUALITY OF ANY OF NURP’S PRODUCTS, THE APP, SERVICES, INFORMATION, OR OTHER MATERIAL PURCHASED OR OBTAINED BY YOU THROUGH THE APP WILL MEET YOUR REQUIREMENTS OR EXPECTATIONS, (E) ERRORS OR DEFECTS IN THE SITE OR THE APP WILL BE CORRECTED, OR (F) NURP’S PRODUCTS, THE APP, THE SITE OR THE SERVER(S) THAT MAKE THE SITE AVAILABLE ARE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS. ALL CONDITIONS, REPRESENTATIONS, AND WARRANTIES, WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE, INCLUDING, WITHOUT LIMITATION, ANY IMPLIED WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR NONINFRINGEMENT OF THIRD PARTY RIGHTS, ARE HEREBY DISCLAIMED TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW. YOU ASSUME THE ENTIRE RISK AS TO THE RESULTS AND PERFORMANCE OF NURP’S PRODUCTS, THE APP, AND THE SITE. NURP DOES NOT WARRANT, GUARANTEE, OR MAKE ANY REPRESENTATIONS REGARDING THE RESULTS OBTAINED THROUGH THE APP, OR WITH NURP’S PRODUCTS OR SERVICES. 

13. DISCLAIMER OF LIABILITIES

13.1. EXCEPT WHERE OTHERWISE INAPPLICABLE OR PROHIBITED BY LAW, IN NO EVENT SHALL NURP OR ANY OF ITS OFFICERS, DIRECTORS, SHAREHOLDERS, EMPLOYEES, SUBSIDIARIES, PARTNERS, PRINCIPALS, AGENTS, ASSIGNS, AFFILIATED ENTITIES, AFFILIATED PARTIES, SUCCESSORS, ASSIGNORS, INDEPENDENT CONTRACTORS, TELECOMMUNICATIONS PROVIDERS, ACCOUNTANTS, ATTORNEYS AND/OR OTHER AGENTS AND REPRESENTATIVES BE LIABLE FOR ANY INDIRECT, SPECIAL, INCIDENTAL, ENHANCED, EXEMPLARY, CONSEQUENTIAL, PUNITIVE, OR ANY OTHER DAMAGES, FEES, COSTS, OR CLAIMS ARISING FROM OR RELATED TO THIS AGREEMENT, THE PRIVACY POLICY, THE SITE, THE PRODUCTS OR SERVICES, OR YOUR OR A THIRD PARTY’S USE OR ATTEMPTED USE OF THE APP, THE SITE OR ANY PRODUCT OR SERVICE, REGARDLESS OF WHETHER NURP HAS HAD NOTICE OF THE POSSIBILITY OF SUCH DAMAGES, FEES, COSTS, OR CLAIMS. THIS INCLUDES, WITHOUT LIMITATION, ANY LOSS OF USE, OR INABILITY TO USE THE PRODUCTS, SITE OR SERVICES, LOSS OF PROFITS, LOSS OF DATA, LOSS OF GOODWILL, BUSINESS INTERRUPTION, DEMUNITION OR LOSS OF BUSINESS OPPORTUNITY, INCREASED COST, COST OF PROCUREMENT OF SUBSTITUTE SERVICES OR PRODUCTS, LOSS, INTERRUPTION, DELAY, OR RECOVERY OF DATA, BREACH OF DATA (TO THE EXTENT PERMISSIBLE UNDER APPLICABLE LAW), ERRORS, FLAWS, DEFECTS, BUGS, VIRUSES WITHIN THE PRODUCTS OR SITE, DAMAGES OR LOSSES SUFFERED RELATED TO NURP’S OBLIGATIONS UNDER THESE TERMS OR ANY OTHER AGREEMENT, OR FROM ANY OTHER CAUSE WHATSOEVER, WHETHER BASED UPON CONTRACT, TORT, NEGLIGENCE, WARRANTY. THIS APPLIES REGARDLESS OF THE MANNER IN WHICH DAMAGES ARE ALLEGEDLY CAUSED, AND ON ANY THEORY OF LIABILITY, WHETHER FOR BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE AND STRICT LIABILITY), WARRANTY, OR OTHERWISE EVEN IF THE NURP HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. IF, NOTWITHSTANDING THE LIMITATIONS OF LIABILITY SET FORTH ABOVE, NURP AND/OR ITS AFFILIATED PARTIES ARE FOUND LIABLE UNDER ANY THEORY, NURP AND/OR ITS AFFILIATED PARTIES’ LIABILITY AND YOUR EXCLUSIVE REMEDY WILL BE LIMITED TO USD $500.00. THIS LIMITATION OF LIABILITY SHALL APPLY FOR ALL CLAIMS, REGARDLESS OF WHETHER NURP WAS AWARE OF OR ADVISED IN ADVANCE OF THE POSSIBILITY OF DAMAGES OR SUCH CLAIMS. SOME STATES DO NOT ALLOW THE EXCLUSION OF CERTAIN WARRANTIES, SO SOME OF THE ABOVE EXCLUSIONS MAY NOT APPLY TO YOU AND YOU MAY HAVE ADDITIONAL RIGHTS. IN NO EVENT WILL THE CUMULATIVE LIABILITY OF NURP AND/OR ITS AFFILIATED PARTIES TO YOU FOR ANY REASON AND UPON ANY CAUSE OF ACTION EXCEED THE AMOUNT ACTUALLY PAID BY YOU TO NURP IN CONNECTION WITH ITS PRODUCTS OR SERVICES, IF ANY.

14. DISPUTE RESOLUTION BY MANDATORY BINDING ARBITRATION AND CLASS ACTION WAIVER

14.1. PLEASE READ THIS ARBITRATION PROVISION CAREFULLY TO UNDERSTAND YOUR RIGHTS. EXCEPT WHERE PROHIBITED BY LAW, YOU AGREE THAT ANY CLAIM THAT YOU MAY HAVE IN THE FUTURE MUST BE RESOLVED THROUGH FINAL AND BINDING CONFIDENTIAL ARBITRATION. YOU ACKNOWLEDGE AND AGREE THAT YOU ARE WAIVING THE RIGHT TO A TRIAL BY JURY. THE RIGHTS THAT YOU WOULD HAVE IF YOU WENT TO COURT, SUCH AS DISCOVERY OR THE RIGHT TO APPEAL, MAY BE MORE LIMITED OR MAY NOT EXIST. YOU AGREE THAT YOU MAY ONLY BRING A CLAIM IN YOUR INDIVIDUAL CAPACITY AND NOT AS A PLAINTIFF (LEAD OR OTHERWISE) OR CLASS MEMBER IN ANY PURPORTED CLASS OR REPRESENTATIVE PROCEEDING. YOU FURTHER AGREE THAT THE ARBITRATOR MAY NOT CONSOLIDATE PROCEEDINGS OR CLAIMS OR OTHERWISE PRESIDE OVER ANY FORM OF A REPRESENTATIVE OR CLASS PROCEEDING.

14.2. THERE IS NO JUDGE OR JURY IN ARBITRATION, AND COURT REVIEW OF AN ARBITRATION AWARD IS LIMITED. HOWEVER, AN ARBITRATOR CAN AWARD ON AN INDIVIDUAL BASIS THE SAME DAMAGES AND RELIEF AS A COURT (INCLUDING INJUNCTIVE AND DECLARATORY RELIEF OR STATUTORY DAMAGES), AND MUST FOLLOW THE TERMS OF THESE CONDITIONS OF USE AS A COURT WOULD.

14.3. General: Arbitration is a manner of resolving a “Claim” without filing a lawsuit. “Claim” means any dispute between You, Nurp, or any involved third party relating to your access to and use of the App, your account on the Site, your use of the Site, your relationship with Nurp (and any agreements between you and Nurp regarding the App, Nurp’s products or services and/or the Site), this Agreement, or the Privacy Policy. This includes any and all claims that relate in any way to your access and use or your attempted access to and use of the App, Nurps’ products, the Site, or Nurp’s services, and any act or omission by Nurp, the Affiliated Parties, or any third party related to your access to use or attempted access to or use of the App, the products, the Site, or services. You, Nurp, or any involved third party may pursue a Claim. Nurp agrees to final and binding confidential arbitration should it have any Claims against You. Likewise, You agree to final and binding confidential arbitration should You have any Claims against Nurp or its Affiliated Parties. By agreeing to arbitrate, You waive the right to go to court and agree instead to submit any Claims to final and binding confidential arbitration. This arbitration provision sets forth the terms and conditions of your agreement with Nurp to final and binding confidential arbitration and is governed by and enforceable under the Federal Arbitration Act (the “FAA”), 9 U.S.C. §§ 1-16, as amended.

14.4. Exceptions: Notwithstanding the foregoing, and as an exception to final and binding confidential arbitration, You and Nurp both retain the right to pursue, in small claims court, any claim that is within that court’s jurisdiction and proceeds on an individual (non-class) basis, including overdue account matters within the small claims court’s jurisdiction. Nurp will not demand arbitration in connection with any individual claim that You properly file and pursue in a small claims court, so long as the claim is and remains pending in that court. The following claims shall not be subject to final and binding arbitration and must be adjudicated only in the state or federal courts located in Florida: (i) an action by Nurp relating to the infringement or validity of our proprietary rights, including without limitation, trademarks, service marks, trade dress, copyrights, trade secrets, or patents; or (ii) an action by Nurp for temporary, preliminary, or permanent injunctive relief, whether prohibitive or mandatory, or other provisional relief, against You for breach or threatened breach of this Agreement. You expressly agree to refrain from bringing or joining any claims that are excluded from final and binding arbitration pursuant to this subsection in any representative or class-wide capacity, including but not limited to bringing or joining any claims in any class action or any class-wide arbitration. Small claims matters may be filed in any small claims court with personal and subject matter jurisdiction over the parties. For all other matters excluded from final and binding arbitration by this subsection, the parties consent to exclusive jurisdiction and venue in the state and federal courts located in Miami-Dade County, Florida, and forever waive any challenge to said courts’ jurisdiction and venue.

14.5. Required Pre-Dispute Procedures: You and Nurp acknowledge and agree that before initiating any Claim against the other, You and Nurp agree to first contact the other with a written description of the dispute using the contact details below, which shall include all relevant documents and information, and the proposed resolution. You may send the written description of any dispute You have with us by U.S. Mail to Nurp, Attn: Legal Department, 1000 Brickell ave, suite 715, Miami, FL,  33131. Nurp will contact You by letter at the billing address You provided to us or by email using the email address You provided to us. You agree to negotiate with Nurp or its designated representative in good faith about your problem or dispute. If for some reason the dispute is not resolved within 60 days after receipt of the written dispute, Nurp agrees to the dispute resolution provisions below. Notwithstanding the foregoing or any other term of this arbitration agreement, we will have the right to seek injunctive or other equitable relief in state or federal court located in Miami-Dade County, Florida to enforce these Terms or prevent an infringement of our rights, a third party’s rights or our intellectual property rights, as stated in subsection 22.4 above. You hereby expressly consent to, and forever waive any challenge to, the exclusive personal jurisdiction and venue of said courts in such actions. 

14.6. Commencing Arbitration: You and Nurp agree to commence any arbitration proceeding within 1 year after the Claim arises (the 1 year period includes the required pre-dispute procedures set forth above) and that any arbitration proceeding commenced after 1 year shall be forever barred. 

14.7. Arbitration Location: If the amount in controversy is USD 500 or less, then the arbitration may be conducted by telephone or by written submissions. Otherwise, the arbitration shall be conducted in Miami-Dade County, Florida unless Nurp otherwise agrees to arbitrate in another forum requested by you. 

14.8. Organization, Rules and the Arbitrator: We each agree that any and all Claims other than those exempted under subsection 14 above shall be submitted to final and binding confidential arbitration before a single arbitrator of the American Arbitration Association (“AAA”). Either party may commence the arbitration process by submitting a written demand for arbitration with the AAA, and providing a copy to the other party, within the time period set forth in subsection 14.7 above. The arbitrator shall be selected by agreement of the parties or, if the parties cannot agree, chosen in accordance with Rules of the AAA. The arbitration will be conducted in accordance with the provisions of the AAA’s Commercial Dispute Resolutions Procedures, Supplementary Procedures for Consumer-Related Disputes, in effect at the time of submission of the demand for arbitration. The AAA’s Rules are available at www.adr.org or by calling 1-800-778-7879. The arbitrator shall have the exclusive and sole authority to resolve any dispute relating to the interpretation, construction, validity, applicability, or enforceability of this Agreement, the Privacy Policy,  this arbitration provision, and any other agreement entered into between You and Nurp. The arbitrator shall have the exclusive and sole authority to determine whether any dispute is arbitrable. The arbitrator shall have the exclusive and sole authority to determine whether this arbitration agreement can be enforced against a non-signatory to this Agreement and whether a non-signatory to this Agreement can enforce this provision against you or Nurp. 

14.9. Fees: Payment of all filing, administration and arbitrator fees will be governed by the AAA’s Rules. We will reimburse the fees charged by the arbitrator for claims totaling less than USD 10,000 unless the arbitrator determines the claims are frivolous. Likewise, we will not seek attorneys’ fees and costs in arbitration unless the arbitrator determines the claims are frivolous. In all other respects, the parties shall each pay their own additional fees, costs, and expenses, including, but not limited to, those for any attorneys, experts, documents, and witnesses.

14.10. Governing Law and Award: The arbitrator shall follow the substantive law of the State of Florida without regard to its conflicts of laws principles. Any award rendered shall include a confidential written opinion and shall be final, subject to appeal under the FAA. Judgment on the award rendered by the arbitrator may be entered in any court of competent jurisdiction. 

14.11. Enforceability: This provision survives termination of your account or any relationship with Nurp, bankruptcy, assignment, or transfer. If the class action waiver is deemed unenforceable (i.e., unenforceability would allow arbitration to proceed as a class or representative action), then this entire arbitration provision shall be rendered null and void and shall not apply. If a portion of this arbitration clause (other than the class action waiver) is deemed unenforceable, the remaining portions of this arbitration provision shall remain in full force and effect. 

14.12. Miscellaneous: Failure or any delay in enforcing this arbitration provision in connection with any particular Claim will not constitute a waiver of any rights to require arbitration at a later time or in connection with any other Claims except all Claims must be brought within the 1 year limitation period set forth above. This provision is the entire arbitration agreement between You and Nurp and shall not be modified except in writing by Nurp. 

14.13. Amendments: Nurp reserves the right to amend this arbitration provision at any time. Your continued use of the App or the Site, subscription to a Nurp product, or service on or through the Site, or use or attempted use of the App, the Site, a Nurp product or service, is affirmation of your consent to such changes. Should the changes to this arbitration provision be material, Nurp will provide you notice and an opportunity to opt-out. Your continued use of the App, the Site, purchase of a product or service on or through the Site, or use or attempted use of the App, a Nurp product, the Site, or service, is affirmation of your consent to such material changes.

14.14. YOU UNDERSTAND AND AGREE TO HAVE ANY CLAIMS DECIDED INDIVIDUALLY AND ONLY THROUGH BINDING, FINAL, AND CONFIDENTIAL ARBITRATION. YOU HAVE THE RIGHT TO OPT-OUT OF THIS ARBITRATION PROVISION WITHIN THIRTY (30) DAYS FROM THE DATE THAT YOU ACCESS OR USE THE APP (WHICHEVER COMES FIRST) BY WRITING TO US AT NURP, ATTN: LEGAL DEPARTMENT, 1000 BRICKELL AVE, STE 715, MIAMI FLORIDA FL, 33131. FOR YOUR OPT-OUT TO BE EFFECTIVE, YOU MUST SUBMIT A SIGNED WRITTEN NOTICE EXPLAINING THAT YOU ACCESSED OR USED THE APP WITHIN THE THIRTY (30) DAYS AND THE DATE YOU FIRST ACCESSED OR USED THE APP (WHICHEVER COMES FIRST). IF MORE THAN THIRTY (30) DAYS HAVE PASSED, YOU ARE NOT ELIGIBLE TO OPT OUT OF THIS PROVISION AND YOU MUST PURSUE YOUR CLAIM THROUGH BINDING ARBITRATION AS SET FORTH IN THIS AGREEMENT. SHOULD EITHER PARTY FILE AN ACTION CONTRARY TO THIS PROVISION, THE OTHER PARTY MAY RECOVER ATTORNEY’S FEES AND COSTS UP TO $1,000.00.

15. INDEMNIFICATION

15.1. To the fullest extent permitted by law, You agree to indemnify, defend, and hold harmless Nurp, its Affiliated Parties (including without limitation all affiliated professional entities), affiliated entities, subsidiaries, and their licensors, suppliers, representatives, proprietors, partners, shareholders, servants, principals, agents, predecessors, successors, assigns, accountants, and attorneys from and against any claims, actions, losses, liabilities, damages, expenses, demands, and costs of any kind, including, but not limited to, reasonable attorneys’ fees, arising out of, resulting from, or in any way connected with or related to (1) your breach of this Agreement, the documents they incorporate by reference, or any agreement entered into between you and Nurp in connection with any of Nurp’s products or services; (2) your breach of any representations or warranties in this Agreement or any agreement entered between You and Nurp in connection with any of Nurp’s products or services; or (3) your violation of any law or the rights of Nurp, its Affiliated Parties, and a third-party.

16. FORCE MAJEURE

16.1. Nurp and its Affiliated Parties, affiliated entities, subsidiaries, and their licensors, suppliers, representatives, proprietors, partners, servants, agents, predecessors, successors, assigns, accountants, and attorneys affiliated entities,  will not be liable to You for failure to perform any of its obligations under this Agreement as a result of any Force Majeure if and to the extent the Force Majeure is caused by an event or circumstance beyond the reasonable control of the Company which by its nature could not have been foreseen by Nurp and its Affiliated Parties or if it could have been foreseen was unavoidable. 

16.2. “Force Majeure” means any acts of God, sinkholes or subsidence, strikes, lockouts, or other labor disputes, embargoes, quarantines, weather, national, regional, or local disasters, calamities, or catastrophes, failures in technology, issues relating to cybersecurity, inability to obtain labor or materials (or reasonable substitutes therefor) at reasonable costs or failure of, or inability to obtain, utilities necessary for performance, governmental restrictions, orders, limitations, regulations, or controls, national emergencies, delay in issuance or revocation of permits, enemy or hostile governmental action, terrorism, insurrection, riots, civil disturbance or commotion, fire or other casualty, and other causes or events beyond their reasonable control. 

17. THIRD PARTY WEBSITES & LINKS

17.1. The App, the Site or Nurp’s products may include materials from third-parties or links to third-party websites. Nurp is not liable for any third-party materials, links, or websites. Nurp’s products may also be used in conjunction with any services provided by a third party. Nurp shall not be responsible for, or undertake to conduct, due diligence, financial or otherwise, on any third party in connection with using Nurp’s Site or products. You hereby hold Nurp and its Affiliated Parties (and any affiliated entities) harmless for any damages or harm resulting from third-party links, materials, and/or websites. Please review carefully the third-party’s policies and practices and make sure you understand them before you engage in any transaction with a third party. Complaints, claims, concerns, or questions regarding third-party products should be directed to the third-party. 

18. ELECTRONIC COMMUNICATIONS

18.1. You agree that we may communicate electronically with You and that such communications, as well as notices, disclosures, agreements, and other communications that we provide to You electronically, are equivalent to communications or documents in writing and shall have the same force and effect as if they were in writing and signed by the party sending the communication. 

19. ASSIGNMENT

19.1. You may not assign any of your rights under this Agreement, and any such attempt will be null and void. Nurp and its affiliated entities may, in their individual discretion, transfer, without further consent or notification, all contractual rights and obligations pursuant to the Agreement if some or all of Nurp’s business is transferred to another entity by way of merger, sale of its assets, or otherwise. 

20. NO WAIVER

20.1. No waiver by Nurp of any term or condition set forth in this Agreement shall be deemed a further or continuing waiver of such term or condition or a waiver of any other term or condition, and any failure by Nurp to assert a right or provision under this Agreement shall not constitute a waiver of such right or provision.

21. NO AGENCY RELATIONSHIP 

21.1. No joint venture, partnership, employment, or agency relationship exists between you and Nurp as a result of your receipt of any Nurp product, your use of the App, any Nurp service, or use of the Site.

22. SEVERABILITY 

22.1. In the event that any provision of this Agreement is determined to be unlawful, void or unenforceable, such provision shall nonetheless be enforceable to the fullest extent permitted by applicable law, and the unenforceable portion shall be deemed to be severed from this Agreement. Such determination shall not affect the validity and enforceability of any other remaining provisions.

23. TERMINATION

23.1. In the event that the Agreement between you and Nurp for the provision of products or services terminates, Sections 1-24, as well as any representations, warranties, and other obligations made or taken by You, shall survive the termination of this Agreement.

24. ENTIRE AGREEMENT 

24.1. This Agreement, and any policies or operating rules posted by Nurp on the Site, through the App, or in respect to the Site constitutes the entire agreement and understanding between You and Nurp, and supersedes and replaces any prior or contemporaneous agreements relating to the use of the App. Any ambiguities in the interpretation of this Agreement shall not be construed against the drafting party.

LAST UPDATED: September 29, 2025