nestabl

Terms of Service

Last Updated: June 7, 2023

General Terms – All Users

1. Your Relationship With Us

Welcome to Nestabl (the “Platform”).

These terms of service (the “Terms”) as amended from time to time govern the relationship and serve as an agreement between you and Nestabl Inc. (the “Company”, “we”, or “us”) and set forth the terms and conditions by which you may access and use the Platform and our related services, applications, products and content (collectively, the “Services”). Our Services are provided for private, non-commercial use. For purposes of these Terms, “you” and “your” means you as the user of the Services.

The Terms form a legally binding agreement between you and us. Please take the time to read them carefully.

2. Accepting the Terms

By accessing or using our Services, you confirm that you can form a binding contract with the Company, that you accept these Terms and that you agree to comply with them. Your access to and use of our Services is also subject to our Privacy Policy, the terms of which can be found directly on the Platform, or where the Platform is made available for download, on your mobile device’s applicable app store, and is incorporated herein by reference.

The Services are only available for individuals 13 years old and over. In addition, if you are under 18 years old or the applicable age of majority in the jurisdiction you reside in, you confirm that your parent or legal guardian consents to your access or use of the Services. Please be sure your parent or legal guardian has reviewed and discussed these Terms with you.

If you are accessing or using the Services on behalf of a business or entity, then (a) “you” and “your” includes you and that business or entity, (b) you represent and warrant that you are an authorized representative of the business or entity with the authority to bind the business or entity to these Terms, and that you agree to these Terms on behalf of the business or entity, and (c) your business or entity is legally and financially responsible for your access or use of the Services as well as for the access or use of your account by others affiliated with your business or entity, including any employees, agents or contractors.

You can accept the Terms by accessing or using our Services. You understand and agree that we will treat your access or use of the Services as acceptance of the Terms from that point onwards.

You should print off or save a local copy of the Terms for your records.

3. Supplemental Terms

If you access or use the Services from within a jurisdiction for which there are separate supplemental terms, you also hereby agree to the supplemental terms applicable to users in each jurisdiction as outlined in the relevant “Supplemental Terms – Jurisdiction Specific” section below. In the event of a conflict between the provisions of the Supplemental Terms – Jurisdiction Specific that are relevant to your jurisdiction from which you access or use the Services, and the rest of these Terms, the relevant jurisdiction’s Supplemental Terms – Jurisdiction Specific will supersede and control with respect to your use of the Services from that jurisdiction.

4. Changes to the Terms

We amend these Terms from time to time, for instance when we update the functionality of our Services, when we combine apps or services operated by us or our affiliates into one single combined service or app, or when there are regulatory changes. We use commercially reasonable efforts to generally notify all users of any material changes to these Terms, such as through a notice on the Platform, however, you should look at the Terms regularly to check for such changes. We will also update the “Last Updated” date at the top of these Terms, which reflects the effective date of such Terms. Your continued access or use of the Services after the date of the new Terms constitutes your acceptance of the new Terms. If you do not agree to the new Terms, you must stop accessing or using the Services.

5. Your Access to and Use of Our Services

Your access to and use of the Services is subject to these Terms and all applicable laws and regulations. You may not:

· access or use the Services if you are not fully able and legally competent to agree to these Terms or if you are not authorized to use the Services by your parent or legal guardian;

· attempt to, decipher, modify, adapt, translate, reverse engineer, disassemble, decompile or create any derivative works based on the Services, including any files, tables or documentation (or any portion thereof) or determine or attempt to determine any source code, algorithms, methods or techniques embodied by the Services or any derivative works thereof;

· remove any copyright, trademark, service mark, trade name, slogan, logo, image, or other proprietary notation displayed on or through the Services;

· distribute, license, transfer, or sell, in whole or in part, any of the Services or any derivative works thereof;

· market, rent or lease the Services for a fee or charge, or use the Services to advertise or perform any commercial solicitation;

· interfere with or attempt to interfere with the proper working of the Services, disrupt our website or any networks connected to the Services, or bypass any measures we may use to prevent or restrict access to the Services;

· incorporate the Services or any portion thereof into any other program or product;

· impersonate any person or entity or otherwise misrepresent your affiliation;

· use automated scripts to collect information from or otherwise interact with the Services;

· use the Services to upload, transmit, distribute, store or otherwise make available in any way files that contain viruses, trojans, worms, logic bombs or other material that is malicious or technologically harmful;

· use the Services in a manner that violates or infringes on someone else’s rights of publicity, privacy, copyright, trademark, or other intellectual property right;

· use the Services to bully, harass, intimidate, or defame users; or

· engage in any other conduct that restricts or inhibits any person from using or enjoying the Services, or that, in our sole judgment, exposes us or any of our users, affiliates, or any other third party to any liability, damages, or detriment of any type.

Violations of system or network security may result in civil or criminal liability. We may investigate and work with law enforcement authorities to prosecute users who violate the Terms. We may suspend or terminate your access to the Services for any or no reason at any time without notice.

6. Intellectual Property Rights

The Services are protected under the laws of copyright, patent, trademarks and other intellectual property rights of the countries where Services are available. All copyrights in the Services are owned by us or our third-party licensors to the full extent permitted under all applicable laws. Consistent with the other terms in this document, you may not publish, reproduce, distribute, display, perform, edit, adapt, modify, or otherwise exploit any part of the Services without our written consent.

We respect intellectual property rights and require you to do the same. As a condition of your access to and use of the Services, you agree not to infringe on any intellectual property rights by accessing or using the Services or any content therein for any commercial or unauthorized purposes. We reserve the right, with or without notice, at any time and in our sole discretion to block access to the Services, including without limitation for any user who infringes or is alleged to infringe any intellectual property rights or proprietary rights.

7. Content

As between you and the Company, all content, software, images, text, graphics, illustrations, logos, stickers, filters, patents, trademarks, service marks, copyrights, photographs, audio, videos, music on and “look and feel” of the Services, and all intellectual property rights related thereto (the “Company’s Content”), are either owned or licensed by the Company. Use of the Company’s Content or materials on the Services for any purpose not expressly permitted by these Terms is strictly prohibited. The Company’s Content may not be downloaded, copied, reproduced, distributed, transmitted, broadcast, displayed, sold, licensed or otherwise exploited for any purpose whatsoever without our or, where applicable, our licensors’ prior written consent. We and our licensors reserve all rights not expressly granted in and to their content.

Subject to the Terms, you are hereby granted a non-exclusive, limited, non-transferable, non-sublicensable, revocable license to access and use the Services, including to download the Platform on a permitted device, and to access the Company’s Content solely for your personal, non-commercial use through your use of the Services and solely in compliance with these Terms. The Company reserves all rights not expressly granted herein in the Services and the Company’s Content. You acknowledge and agree that the Company may terminate this license at any time for any reason or no reason.

NO RIGHTS ARE LICENSED WITH RESPECT TO SOUND RECORDINGS AND THE MUSICAL WORKS EMBODIED THEREIN THAT ARE MADE AVAILABLE FROM OR THROUGH THE SERVICE.

We make no representations, warranties or guarantees, whether express or implied, that any Company’s Content is accurate, complete or up to date. Where our Services contain links to other sites and resources provided by third parties, these links are provided for your information only. We have no control over the contents of those sites or resources. Such links should not be interpreted as approval by us of those linked websites or information you may obtain from them.

8. Indemnity

You agree to defend, indemnify, and hold harmless the Company, its parents, subsidiaries, and affiliates, and each of their respective officers, directors, employees, agents, assigns, and advisors from and against any and all loss, claims, liabilities, damages, costs, and expenses, including, but not limited to, attorneys’ fees and expenses, arising out of a breach by you or any user of your account of these Terms or arising out of a breach of your obligations, representation and warranties under these Terms.

9. EXCLUSION OF WARRANTIES

NOTHING IN THESE TERMS SHALL AFFECT ANY STATUTORY RIGHTS THAT YOU CANNOT CONTRACTUALLY AGREE TO ALTER OR WAIVE AND ARE LEGALLY ALWAYS ENTITLED TO AS A CONSUMER.

THE SERVICES ARE PROVIDED “AS IS” AND WE MAKE NO WARRANTY OR REPRESENTATION OF ANY KIND, EITHER EXPRESS OR IMPLIED, TO YOU WITH RESPECT TO THEM. IN PARTICULAR WE DO NOT REPRESENT OR WARRANT TO YOU THAT:

· YOUR USE OF THE SERVICES WILL MEET YOUR REQUIREMENTS;

· YOUR USE OF THE SERVICES WILL BE UNINTERRUPTED, TIMELY, SECURE OR FREE FROM ERROR;

· ANY INFORMATION OBTAINED BY YOU AS A RESULT OF YOUR USE OF THE SERVICES WILL BE ACCURATE OR RELIABLE; OR

· DEFECTS IN THE OPERATION OR FUNCTIONALITY OF ANY SOFTWARE PROVIDED TO YOU AS PART OF THE SERVICES WILL BE CORRECTED.

NO CONDITIONS, WARRANTIES OR OTHER TERMS (INCLUDING ANY IMPLIED TERMS OR WARRANTIES AS TO SATISFACTORY QUALITY, MERCHANTABILITY, FITNESS FOR PURPOSE, CONFORMANCE WITH DESCRIPTION, NON-INFRINGEMENT, OR OTHER VIOLATION OF RIGHTS) APPLY TO THE SERVICES EXCEPT TO THE EXTENT THAT THEY ARE EXPRESSLY SET OUT IN THE TERMS. WE MAY CHANGE, SUSPEND, WITHDRAW OR RESTRICT THE AVAILABILITY OF ALL OR ANY PART OF THE PLATFORM FOR BUSINESS AND OPERATIONAL REASONS AT ANY TIME WITHOUT NOTICE.

10. LIMITATION OF LIABILITY

NOTHING IN THESE TERMS SHALL EXCLUDE OR LIMIT OUR LIABILITY FOR LOSSES WHICH MAY NOT BE LAWFULLY EXCLUDED OR LIMITED BY APPLICABLE LAW. THIS INCLUDES LIABILITY FOR DEATH OR PERSONAL INJURY CAUSED DIRECTLY BY OUR NEGLIGENCE OR THE NEGLIGENCE OF OUR EMPLOYEES OR AGENTS AND FOR FRAUD OR FRAUDULENT MISREPRESENTATION.

SUBJECT TO THE PARAGRAPH ABOVE, WE SHALL NOT BE LIABLE TO YOU FOR:

· (I) ANY LOSS OF PROFIT (WHETHER INCURRED DIRECTLY OR INDIRECTLY); (II) ANY LOSS OF GOODWILL; (III) ANY LOSS OF OPPORTUNITY; (IV) ANY LOSS, MISUSE, MANIPULATION OR OTHER UTILIZATION OF DATA SUFFERED BY YOU OR COMPUTER VIRUS; OR (V) ANY INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL OR PUNITIVE DAMAGES WHATSOEVER WHICH MAY BE INCURRED BY YOU. FURTHER, ANY OTHER LOSS WILL BE LIMITED TO FIFTY US DOLLARS (USD $50) OR THE EQUIVALENT AMOUNT IN YOUR LOCAL CURRENCY.

· ANY LOSS OR DAMAGE WHICH MAY BE INCURRED BY YOU AS A RESULT OF:

o ANY CHANGES WHICH WE MAY MAKE TO THE SERVICES, OR FOR ANY PERMANENT OR TEMPORARY CESSATION IN THE PROVISION OF THE SERVICES (OR ANY FEATURES WITHIN THE SERVICES);

o THE DELETION OF, CORRUPTION OF, OR FAILURE TO STORE, ANY CONTENT AND OTHER COMMUNICATIONS DATA MAINTAINED OR TRANSMITTED BY OR THROUGH YOUR USE OF THE SERVICES.

THESE LIMITATIONS ON OUR LIABILITY TO YOU SHALL APPLY WHETHER OR NOT WE HAVE BEEN ADVISED OF OR SHOULD HAVE BEEN AWARE OF THE POSSIBILITY OF ANY SUCH LOSSES ARISING.

YOU ARE RESPONSIBLE FOR ANY MOBILE CHARGES THAT MAY APPLY TO YOUR USE OF OUR SERVICE, INCLUDING TEXT-MESSAGING AND DATA CHARGES. IF YOU’RE UNSURE WHAT THOSE CHARGES MAY BE, YOU SHOULD ASK YOUR SERVICE PROVIDER BEFORE USING THE SERVICE.

WE ARE NOT RESPONSIBLE OR LIABLE FOR ANY CONTENT PUBLISHED BY US OR BY AUTHORISED THIRD PARTIES.

11. Other Terms

a. Applicable Law and Jurisdiction. Except as may be set forth in any Supplemental Terms - Jurisdiction Specific section below, these Terms, their subject matter and their formation, are governed by the laws of Singapore. Any dispute arising out of or in connection with these Terms, including any question regarding existence, validity or termination of these Terms, shall be referred to and finally resolved by arbitration administered by the Singapore International Arbitration Centre in accordance with the Arbitration Rules of the Singapore International Arbitration Centre for the time being in force, which rules are deemed to be incorporated by reference in this clause. The seat of the arbitration shall be Singapore. The Tribunal shall consist of three (3) arbitrators. The language of the arbitration shall be English.

b. Open Source. The Platform contains certain open source software. Each item of open source software is subject to its own applicable license terms.

c. Entire Agreement. These Terms constitute the whole legal agreement between you and the Company and govern your use of the Services, superseding any prior or contemporaneous communications and proposals (whether oral, written or electronic) between you and us.

d. No Waiver. Our failure to enforce any provisions of these Terms or respond to a violation by any party does not waive our right to subsequently enforce any terms or conditions of the Terms or respond to any violations. Nothing contained in these Terms is in derogation of our right to comply with governmental, court, and law enforcement requests or requirements relating to your use of the Services or information provided to or gathered by us with respect to such use.

e. Security. We do not guarantee that our Services will be secure or free from bugs or viruses. You are responsible for configuring your information technology, computer programs and platform to access our Services. You should use your own virus protection software.

f. Severability. If any court of law, having jurisdiction to decide on this matter, rules that any provision of these Terms is invalid, then that provision will be removed from the Terms without affecting the rest of the Terms, and the remaining provisions of the Terms will continue to be valid and enforceable.

g. Third-party Content. The Services may contain links to third-party content. We do not control, endorse, sponsor, recommend, or otherwise accept responsibility for such content. Use of any linked third-party content is at the user's own risk.

Any Questions? Get in touch at sean@nestabl.com.

Supplemental Terms – App Stores

To the extent permitted by applicable law, the following supplemental terms shall apply in respect of the CapCut app ("the App"):

Apple App Store. By accessing the App through a device made by Apple, Inc. (“Apple”), you specifically acknowledge and agree that:

· These Terms are between the Company and you; Apple is not a party to these Terms.

· The license granted to you hereunder is limited to a personal, limited, non-exclusive, non-transferable right to install the App on the Apple device(s) authorized by Apple that you own or control for personal, non-commercial use, subject to the Usage Rules set forth in Apple’s App Store Terms and Conditions.

· Apple is not responsible for the App or the content thereof and has no obligation whatsoever to furnish any maintenance or support services with respect to the App.

· In the event of any failure of the App to conform to any applicable warranty, you may notify Apple, and Apple will refund the purchase price for the App, if any, to you. To the maximum extent permitted by applicable law, Apple will have no other warranty obligation whatsoever with respect to the App.

· Apple is not responsible for addressing any claims by you or a third party relating to the App or your possession or use of the App, including without limitation (a) product liability claims; (b) any claim that the App fails to conform to any applicable legal or regulatory requirement; and (c) claims arising under consumer protection or similar legislation.

· In the event of any third party claim that the App or your possession and use of the App infringes such third party’s intellectual property rights, Apple is not responsible for the investigation, defense, settlement or discharge of such intellectual property infringement claim.

· You represent and warrant that (a) you are not located in a country that is subject to a U.S. Government embargo, or that has been designated by the U.S. Government as a “terrorist supporting” country; and (b) you are not listed on any U.S. Government list of prohibited or restricted parties.

· Apple and its subsidiaries are third party beneficiaries of these Terms and upon your acceptance of the terms and conditions of these Terms, Apple will have the right (and will be deemed to have accepted the right) to enforce these Terms against you as a third party beneficiary hereof.

· the Company expressly authorizes use of the App by multiple users through the Family Sharing or any similar functionality provided by Apple.

Google Play. By downloading the App from Google Play (or its successors) operated by Google, Inc. or one of its affiliates (“Google”), you specifically acknowledge and agree that:

· to the extent of any conflict between (a) the Google Play Terms of Service and the Google Play Business and Program Policies or such other terms which Google designates as default end user license terms for Google Play (all of which together are referred to as the “Google Play Terms”), and (b) the other terms and conditions in these Terms, the Google Play Terms shall apply with respect to your use of the App that you download from Google Play, and

· you hereby acknowledge that Google does not have any responsibility or liability related to compliance or non-compliance by the Company or you (or any other user) under these Terms or the Google Play Terms.

Supplemental Terms – Jurisdiction Specific

THE UNITED STATES

If you are using the Platform in the United States, the following additional terms apply:

· Governing Law. These Terms, their subject matter and their formation, are governed by the laws of the State of California.

· Arbitration and Class Action Waiver

o This Section includes an arbitration agreement and an agreement that all claims will be brought only in an individual capacity (and not as a class action or other representative proceeding). Please read it carefully. YOU MAY OPT OUT OF THE ARBITRATION AGREEMENT BY FOLLOWING THE OPT OUT PROCEDURE DESCRIBED BELOW.

o Informal Process First. You agree that in the event of any dispute between you and the Company, you will first contact the Company and make a good faith sustained effort to resolve the dispute before resorting to more formal means of resolution, including without limitation any court action.

o Arbitration Agreement. After the informal dispute resolution process any remaining dispute, controversy, or claim (collectively, “Claim”) relating in any way to your use of the Company’s services and/or products, including the Services, will be finally resolved by binding arbitration. This mandatory arbitration agreement applies equally to you and the Company. However, this arbitration agreement does not (a) govern any Claim by the Company for infringement of its intellectual property or access to the Services that is unauthorized or exceeds authorization granted in these Terms or (b) bar you from making use of applicable small claims court procedures in appropriate cases.

o You agree that the U.S. Federal Arbitration Act governs the interpretation and enforcement of this provision, and that you and the Company are each waiving the right to a trial by jury or to participate in a class action. This arbitration provision will survive any termination of these Terms.

o If you wish to begin an arbitration proceeding, after following the informal dispute resolution procedure, you must send a letter requesting arbitration and describing your claim to the Company via the below channels:

Email: sean@nestabl.com

o The arbitration will be administered by the American Arbitration Association (AAA) under its rules including, if you are an individual, the AAA’s Supplementary Procedures for Consumer-Related Disputes. If you are not an individual or have used the Services on behalf of an entity, the AAA’s Supplementary Procedures for Consumer-Related Disputes will not be used. The AAA’s rules are available at www.adr.org or by calling 1-800-778-7879.

o The arbitration proceeding will be conducted in Los Angeles, California in the English language.

o Payment of all filing, administration and arbitrator fees will be governed by the AAA’s rules. If you are an individual and have not accessed or used the Services on behalf of an entity, we will reimburse those fees for claims where the amount in dispute is less than $10,000, unless the arbitrator determines the claims are frivolous, and we will not seek attorneys’ fees and costs in arbitration unless the arbitrator determines the claims are frivolous.

o The arbitrator, and not any federal, state, or local court, will have exclusive authority to resolve any dispute relating to the interpretation, applicability, unconscionability, arbitrability, enforceability, or formation of this arbitration agreement, including any claim that all or any part of this arbitration agreement is void or voidable. However, the preceding sentence will not apply to the “Class Action Waiver” section below.

o If you do not want to arbitrate disputes with the Company and you are an individual, you may opt out of this arbitration agreement by sending a notice via email: sean@nestabl.com.com within thirty (30) days of the first of the date you access or use the Services.

o CLASS ACTION WAIVER.ANY CLAIM MUST BE BROUGHT IN THE RESPECTIVE PARTY’S INDIVIDUAL CAPACITY, AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS, COLLECTIVE, REPRESENTATIVE, MULTIPLE PLAINTIFF, OR SIMILAR PROCEEDING (“CLASS ACTION”). THE PARTIES EXPRESSLY WAIVE ANY ABILITY TO MAINTAIN ANY CLASS ACTION IN ANY FORUM. IF THE CLAIM IS SUBJECT TO ARBITRATION, THE ARBITRATOR WILL NOT HAVE AUTHORITY TO COMBINE OR AGGREGATE SIMILAR CLAIMS OR CONDUCT ANY CLASS ACTION NOR MAKE AN AWARD TO ANY PERSON OR ENTITY NOT A PARTY TO THE ARBITRATION. ANY CLAIM THAT ALL OR PART OF THIS CLASS ACTION WAIVER IS UNENFORCEABLE, UNCONSCIONABLE, VOID, OR VOIDABLE MAY BE DETERMINED ONLY BY A COURT OF COMPETENT JURISDICTION AND NOT BY AN ARBITRATOR.

If this class action waiver is found to be invalid or unenforceable, then the entirety of the Arbitration Agreement, if otherwise effective, will be null and void. If any other provision of the Arbitration Agreement is held to be invalid or unenforceable, such provision shall be struck and the remaining provisions shall be enforced to the fullest extent under the law.

If for any reason a claim proceeds in court rather than in arbitration, you and the Company each waive any right to a jury trial.

· California Resident. If you are a California resident, in accordance with Cal. Civ. Code § 1789.3, you may report complaints to the Complaint Assistance Unit of the Division of Consumer Services of the California Department of Consumer Affairs by contacting them in writing at 1625 North Market Blvd., Suite N 112 Sacramento, CA 95834, or by telephone at (800) 952-5210.

· Exports. You agree that you will not export or re-export, directly or indirectly the Services and/or other information or materials provided by the Company hereunder, to any country for which the United States or any other relevant jurisdiction requires any export license or other governmental approval at the time of export without first obtaining such license or approval. In particular, but without limitation, the Services may not be exported or re-exported (a) into any U.S. embargoed countries or any country that has been designated by the U.S. Government as a “terrorist supporting” country, or (b) to anyone listed on any U.S. Government list of prohibited or restricted parties, including the U.S. Treasury Department's list of Specially Designated Nationals or the U.S. Department of Commerce Denied Person’s List or Entity List.

· U.S. Government Restricted Rights. The Services and related documentation are "Commercial Items", as that term is defined at 48 C.F.R. §2.101, consisting of "Commercial Computer Software" and "Commercial Computer Software Documentation", as such terms are used in 48 C.F.R. §12.212 or 48 C.F.R. §227.7202, as applicable. Consistent with 48 C.F.R. §12.212 or 48 C.F.R. §227.7202-1 through 227.7202-4, as applicable, the Commercial Computer Software and Commercial Computer Software Documentation are being licensed to U.S. Government end users (a) only as Commercial Items and (b) with only those rights as are granted to all other end users pursuant to the terms and conditions herein.

· Your Content. In connection with your use of the Services, you may be able to upload or submit content to be made available through the Services (“Your Content”). As a condition of your use of the Services, you grant us a nonexclusive, perpetual, irrevocable, royalty-free, worldwide, transferable, sublicensable license to access, use, host, cache, reproduce, transmit, and display Your Content in connection with your use of the Services. By submitting Your Content through the Services, you represent and warrant that you have, or have obtained, all rights, licenses, consents, permissions, power and/or authority necessary to grant the rights granted herein for Your Content. You agree that Your Content will not contain material subject to copyright or other proprietary rights, unless you have the necessary permission or are otherwise legally entitled to upload the material and to grant us the license described above. Notwithstanding anything to the contrary, we do not, nor have any obligation to maintain Your Content. Your Content will not be available once you delete the Platform.

· Use of the Platform. You are responsible for providing the mobile device, wireless service plan, software, Internet connections and/or other equipment or services that you need to download, install and use the Platform. We do not guarantee that the Platform can be accessed and used on any particular device or with any particular service plan. We do not guarantee that the Platform or will be available in any particular geographic location. As part of the Services, you may receive push notifications or other types of messages directly sent to you in connection with the Platform (“Push Messages”). You acknowledge that, when you use the Platform, your wireless service provider may charge you fees for data, text messaging and/or other wireless access, including in connection with Push Messages. You have control over the Push Messages settings, and can opt in or out of these Push Messages through the Services or through your mobile device’s operating system (with the possible exception of infrequent, important service announcements and administrative messages). Please check with your wireless service provider to determine what fees apply to your access to and use of the Platform, including your receipt of Push Messages. You are solely responsible for any fee, cost or expense that you incur to download, install and/or use the Platform on your mobile device, including for your receipt of Push Messages.

BRAZIL

If you are using the Platform in Brazil, the following additional terms apply:

· Accepting the Terms. To use or access the Platform, you must agree with the Terms. Be aware that the provisions herein will govern the relationship between you and the Platform. If you do not agree with all terms below, you will not be allowed to use or access the Platform. Your access to and use of our Services is also subject to our Privacy Policy, which you also have to agree with, and the terms of which can be found directly on the Platform, or where the Platform is made available for download, on your mobile device’s applicable app store, and is incorporated herein by reference.

· Parental and Guardian Consent. If you are 16 years of age or above but under the age of 18, you declare that you had the assistance of your parent or legal guardian to use the Services and to agree to the Terms. If you are under the age of 16, your parent or legal guardian must agree to the Terms on your behalf, otherwise you cannot use the Services. If you are the parent or legal guardian responsible for the minor, this Terms are applicable to you, and you hereby agree with them.

· Changes to the Terms. In the case of relevant changes that require the user´s consent, we will present the new Terms to obtain your consent in relation to the new Terms.

· Applicable Law and Jurisdiction. These Terms, their subject matter and their formation, are governed by Brazilian law. You and we both agree that the courts of Brazil will have exclusive jurisdiction.

· Language. The Terms of Service may have been prepared in the English language and in the Portuguese language. If you are a user residing in Brazil, you shall refer to the Portuguese version, which shall prevail.

· Termination. We reserve the right, in our sole discretion, to deny access to the app by any User, or to modify, suspend or terminate any User's access to or use of the app at any time, for any reason or for no reason, without notice. We may also, in our sole discretion and at any time, discontinue providing the app, or any part thereof, with or without notice. We may notify the User about the termination or suspension of the account or discontinuance of the app within 15-day prior notice given by communication via e-mail, message, app or other alternative means of communication only if User has not given cause for such termination, suspension or discontinuance, otherwise we are not obliged to prior communicate the User.

JAPAN

If you are using the Platform in Japan, the following additional terms apply:

· Age of Majority. If you are under 20 years old, you confirm that your parent or legal guardian consents to your access or use of the Service. Please be sure your parent or legal guardian has reviewed and discussed these Terms with you. If you have accessed or used the Service after you become 20 years old, you are deemed to have been consented to use the Service during the period while you were under 20 years old.

SOUTH KOREA

If you are using the Platform in South Korea, the following additional terms apply:

· Applicable Law and Jurisdiction. Notwithstanding Section 11.a. above, these Terms, their subject matter and their formation, are governed by Korean law. You and we both agree that courts of Korea will have exclusive jurisdiction.

· Limitation of Liabilities. No limitation of liabilities set out above shall be applicable to the extent any loss or damage is incurred by you as a result of our wilful misconduct or negligence.

· Parental and Guardian Consent. The Services are only available for individuals 14 years old and over. If you are over the age of 14 but under the age of 19, you declare that you have the consent of your parent or legal guardian to receive the Services or to register an account for the Services.

· Change to the terms. The following terms shall apply with priority over Section 4 above.

o We amend these Terms from time to time to the extent that is permitted by the applicable laws.

o In the event we amend these Terms, we will notify you of the effective date of the changes and the reasons for applying the amendments through a notice to be posted on the landing page of our website or the splash screen of our mobile app, starting at least 7 days before the effective date of the new Terms until the day before the effective date; provided, however, in the event of any amendments that are material or will be disadvantageous to you, we will make reasonable efforts to provide prior notice to you, and the new Terms shall take effect at least 30 days after the first date of notice. However, any changes related to the new functions of the service that benefit users or for legal reasons may be effective immediately.

o If you fail to explicitly express your objection to the amended Terms even though we notified you that your failure to do so within the above advance notification period will be considered as an acceptance of the changes, you will be considered to have agreed to the new Terms.

· Content. The following terms shall apply with priority over the second paragraph of Section 7 above.

o Subject to the terms and conditions of the Terms, you are hereby granted a non-exclusive, limited, non-transferable, non-sublicensable, revocable license to access and use the Services, including the downloading of the Platform on a permitted device, and to access the Company’s Content solely for your personal, non-commercial use through your use of the Services and solely in compliance with these Terms. The Company reserves all rights not expressly granted herein in the Services and the Company’s Content. You acknowledge and agree that the Company may terminate this license at any time for any reason or no reason, if deemed necessary at our reasonable discretion.

o We will not disclose your identity to any third party unless permitted by the applicable law or with your consent.

· Prior Notification of Service Restrictions, etc. In the event we implement changes that are unfavourable to you (including our suspension or restriction of the availability of our Services), we will notify you in individually of the reason for the action without delay. However, in the event that individual notice is prohibited for legal reasons or is reasonably deemed to cause harm to Users, third parties, CapCut and our affiliates (e.g., if the notification violates the laws and regulations or the order of the regulatory authorities, if it interferes with any investigations, if it damages the security of our Services, etc.), the notification may not be issued.

· Consent to the Terms. The following terms shall apply with priority over the first paragraph of Section 2 above. These Terms are effectuated when you consent to these Terms, submit a request to use the relevant service and we accept such request. Your access to and use of our Services are also subject to our Privacy Policy , the terms of which can be found directly on the Platform, or where the Platform is made available for download, on your mobile device’s applicable app store, and is incorporated herein by reference. Notwithstanding Section 2 above, by consenting to these Terms, you are not consenting to our Privacy Policy. You must consent to the Privacy Policy separately from these Terms.

THAILAND

If you are using the Platform in Thailand, the following additional terms apply:

· Parental and Guardian Consent. If you are under the age of 20, or if you are a quasi-incompetent person, or an incompetent person, you declare that your parent or legal guardian has acknowledged to these Terms and you had the consent of your parent or legal guardian to use the Services.

· Language. Any local language translation (where applicable) of these Terms exists for reference purposes only, and only the English version shall take precedence. If there is any inconsistency between different versions, the English version shall prevail.

EUROPEAN UNION

The following terms apply if you reside in the European Union:

· Nothing in these Terms affects your right to rely on any applicable mandatory local law or choice of jurisdiction provision that cannot be varied by contract. The European Commission provides for an online dispute resolution platform, which you can access at https://ec.europa.eu/consumers/odr/.

· Without prejudice to your statutory rights, we may, without notice, temporarily or permanently suspend or cancel your account or impose limits on or restrict your access to parts or all of your account or the Services:

o if you violate, or we believe you are about to violate, the Terms, including any incorporated agreements, policies or guidelines;

o in response to requests by law enforcement or other government agencies under valid legal process;

o due to unexpected technical or security issues or problems; or

o if your account shows extended periods of inactivity in accordance with our account deletion policy.

If we permanently suspend or terminate your account, we will notify you in advance and allow you reasonable time to access and save information, files, and content associated with your account unless we have reason to believe that continued access to your account will violate applicable legal provisions, requests by law enforcement or other government agencies, or cause damage to us or to third parties.

· Nothing in the Terms affects any legal rights that you are entitled to as a consumer under European Union member state laws which cannot be contractually altered or waived. Accordingly, some of the exclusions and limitations in Sections 9 and 10 of the Terms will not apply to you if you are a consumer living in a European Union country.

· If you reside in Germany Sections 9 and 10 of the terms are replaced by the following:

For damages with respect to injury to health, body or life caused by us, our representatives or our agents in the performance of the contractual obligations, we are fully liable. We are fully liable for damages caused wilfully or by gross negligence by us, our representatives or our agents in the performance of the contractual obligations. The same applies to damages which result from the absence of a quality which was guaranteed by us or to damages which result from malicious action. If damages with respect to a breach of a contractual core duty are caused by slight negligence, we are liable only for the amount of the damage which was typically foreseeable. Contractual core duties, abstractly, are such duties whose accomplishment enables proper performance of an agreement in the first place and whose performance a contractual party regularly may rely on. Our liability based on the German Product Liability Act remains unaffected. Any further liability is excluded. The limitation period for claims for damages against us expires after one (1) year.

· These Terms, their subject matter and their formation, are governed by the laws of Singapore subject only to any mandatory provisions of consumer law in the European Union country in which you reside. The United Nations Convention on Contracts for the International Sale of Goods as well as any other similar law, regulation or statute in effect in any other jurisdiction shall not apply. You and CapCut irrevocably agree that the courts of the country in which you reside shall have non-exclusive jurisdiction to settle any dispute or claim (including non-contractual disputes or claims) arising out of or in connection with this Agreement or its subject matter or formation.

INDIA

If you are using the Platform in India, the following additional terms shall apply:

· By using the Services you confirm you are at least 18 years old or are at least 18 years old and supervising the usage of this Platform by your minor dependent.

· Complaints or other issue faced by you in your use of the Platform may be submitted through email at the address: sean@nestabl.com.

· In accordance with Information Technology Act 2000 and rules made there under, the contact detail of the Grievance Officer is provided below:

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