End User License & Services Agreement | Nushi AI

END USERR LICENSE & SERVICES AGREEMENT

This End User License and Services Agreement (this “Agreement”) is entered into between you (“You”) and Nushi AI, Inc. (“Nushi AI”). This Agreement governs your access to and use of the Nushi AI website, algorithmic trading software, content, and related services (collectively, the “Software”).

By accessing or using the Software, You acknowledge that You have read, understood, and agree to be bound by the terms of this Agreement, as may be modified from time to time. If You do not agree to all of the terms set forth herein, you must immediately discontinue use of Nushi AI’s Services.

BY USING THE NUSHI AI SERVICES, YOU REPRESENT THAT YOU HAVE THE AUTHORITY TO ENTER INTO THIS AGREEMENT ON BEHALF OF YOURSELF OR THE ENTITY YOU REPRESENT, AND THAT YOU ACCEPT ALL TERMS, INCLUDING THE ARBITRATION AND CLASS ACTION WAIVER IN SECTION 10.

1. DEFINITIONS

1.1. “Account” has the meaning set forth in Section 3.2.2.

1.2. “Documentation” refers to any manuals, instructions, user guides, training materials, or other documents provided or made available by Nushi AI in connection with the Software.

1.3. “Software” means Nushi AI’s proprietary algorithmic trading software, including any desktop or mobile version that you download to your personal device(s).

1.4. “Person” has the meaning set forth in Section 2.5.

1.5. “Privacy Laws” has the meaning set forth in Section 4.

1.6. “Privacy Policy” means the Nushi AI Privacy Policy available at nushi.ai/privacy.

1.7. “Proprietary Information” means all non-public information disclosed by Nushi AI to You in connection with this Agreement or the Software, excluding publicly available information not resulting from any act or omission by You.

1.8. “Nushi AI” means Nushi AI, Inc., a California corporation.

1.9. “Services” has the meaning set forth in Section 2.3.

1.10. “Third-Party Services” has the meaning set forth in Section 2.4.

2. LICENSE AND SERVICES

2.1. License.
Subject to the terms of this Agreement, Nushi AI grants You a limited, non-exclusive, non-transferable, revocable, and non-sublicensable license to use the Software solely for your personal use, in accordance with the Documentation, and for the duration of the Term. You may not use the Software for any purpose not expressly authorized in this Agreement. Specifically, You agree not to:

Reverse engineer, decompile, or disassemble the Software or any associated source code;
Create a competing product or derivative work based on the Software;
Use the Software for any commercial purposes without written permission.

No rights are granted to You other than as explicitly set forth in this Section.

2.2. Rights to Software.
You obtain only a right to use the Software; all intellectual property rights, title, and ownership in and to the Software, including updates or suggestions provided by You, remain the sole property of Nushi AI.

2.3. Services.
Nushi AI may provide, at its sole discretion, the following services to You during the term of this Agreement (collectively, the “Services”):

General instructions for installation and use of the Software;
Technical feedback based on system logs or performance;
Assistance diagnosing issues directly related to Software functionality.

Nushi AI is not responsible for any fees incurred through your Forex broker or third-party service provider. Nushi AI does not provide trading advice and You agree not to request such advice.

2.4. Third-Party Services.
The Software may be used in connection with third-party Forex brokers or other external platforms (“Third-Party Services”). Nushi AI does not control or endorse any Third-Party Services, nor does it guarantee Software performance when integrated with them.

If You choose to use a PAMM (Percentage Allocation Money Management) account or any other Third-Party Services, You do so entirely at your own risk and responsibility. Nushi AI is not responsible for managing or monitoring those accounts or services. You hereby release Nushi AI from any claims, liabilities, or losses arising from your use of Third-Party Services, and agree to indemnify Nushi AI against any third-party claims related thereto.

2.5. Prohibited Activities.
Without prior written consent, You shall not and shall not permit any third party to:

Transfer, lease, sublicense, or distribute the Software;
Copy or replicate the Software or any part thereof;
Decompile, disassemble, or otherwise attempt to derive the source code;
Modify or create derivative works of the Software;
Breach or bypass Software security mechanisms;
Use the Software outside the scope of Documentation;
Use the Software for unlawful, fraudulent, or unauthorized purposes;
Use the Software in violation of any applicable law or third-party rights.

2.6. Compliance with Laws.
You agree to comply with all applicable laws and regulations related to your use of the Software. You represent that you are not located in a jurisdiction where use of the Software is prohibited.

2.7. Indemnification.
You agree to indemnify, defend, and hold harmless Nushi AI from any claims, losses, or liabilities (including legal fees) arising from your use of the Software or breach of this Agreement. Nushi AI reserves the right, at your expense, to assume the exclusive defense of any matter for which you are required to indemnify Nushi AI, and you agree to cooperate in such defense.

2.8. Software Access.
To use the Software, You must have compatible hardware, internet access, a third-party Forex broker account, and any necessary infrastructure. Nushi AI is not responsible for system or jurisdictional limitations that affect your access.

Access may be interrupted due to updates, maintenance, or legal obligations. Nushi AI reserves the right to temporarily or permanently disable access or request additional information based on regulatory requirements.

3. SERVICE TERMS

3.1. Software Description
Nushi AI provides algorithmic trading software that is downloaded and operated by the user on their own devices. The Software is connected to the user’s self-selected third-party Forex broker. Users configure parameters based on their preferences; Nushi AI does not take custody of assets or facilitate direct trades.

The Software is self-hosted, meaning that You are solely responsible for the security, maintenance, and operation of the devices on which it runs. Nushi AI offers tools for more efficient execution of your Forex trading instructions but does not execute trades or manage your broker relationship.

3.2. Service Usage

3.2.1 Agreement to Terms.
Accessing or using the Software constitutes your agreement to be bound by this Agreement, along with Nushi AI’s Terms and Conditions, Privacy Policy, Risk Disclaimer, Disclosures, and any referenced documents.

3.2.2 Account Creation.
You must register an account with a third-party Forex broker to use the Software. By doing so, You confirm that:

You are at least 18 years old;
All information provided is accurate and kept up-to-date;
You will not share your broker login credentials with Nushi AI;
You are solely responsible for activity under your broker account.

You may stop using the Software at any time by notifying Nushi AI at support@nushi.ai. Nushi AI reserves the right to suspend or terminate your Software access at any time and for any reason.

3.2.3 Processing Payments.
Nushi AI may use third-party payment processors to facilitate transactions. You may be redirected to an external site to complete payment, and in such cases, that third party’s privacy policies will apply. Nushi AI may also offer direct payment options, and by using them, you agree to all applicable payment terms.

3.2.4 Suspension or Termination for Non-Payment.
Failure to remit payment, including initial and/or ongoing maintenance fees, may result in immediate suspension or termination of your Software access without prior notice.

3.3. Service Disclaimers

3.3.1 No Investment Advice or Brokerage.
Nushi AI does not provide investment advice, legal counsel, or tax guidance. All trading decisions are your sole responsibility. Nothing presented through the Software, website, or related communications should be interpreted as a recommendation to buy, sell, or hold any asset.

3.3.2 No Custody.
Nushi AI does not take custody of your funds or execute trades on your behalf. The Software executes instructions automatically based on your pre-defined parameters, in coordination with your selected Forex broker’s trade execution process.

3.3.3 No Licenses or Registrations.
Nushi AI is not a licensed or registered financial advisor or broker in any jurisdiction. It is a software provider.

3.3.4 Acknowledgement of Risk.
Forex trading is inherently risky and may result in the total loss of your investment. Each trading strategy has unique risks, and it is your responsibility to perform due diligence before implementing them.

If you choose to use a PAMM account with your broker, you acknowledge that Nushi AI does not manage, monitor, or control such accounts or related services. All risk, review, and oversight are your responsibility.

You are strongly encouraged to consult with your own financial, legal, and tax advisors to determine whether Forex trading and use of this Software are appropriate for your individual circumstances.

4. YOUR DATA SECURITY AND PRIVACY RESPONSIBILITIES; LICENSE TO YOUR DATA

4.1. Privacy Laws.
Depending on your location, your use of the Software may be subject to data protection and privacy laws (“Privacy Laws”). You are solely responsible for ensuring that your use of the Software complies with all applicable Privacy Laws, including regulations related to personal and financial data.

4.2. Data Usage & Retention.
By using the Software, You agree that Nushi AI may collect, store, and use Your data in accordance with the Nushi AI Privacy Policy and the terms of this Agreement. Your data may be stored or processed in jurisdictions outside of your home country, subject to applicable privacy and data security laws in those locations.

4.3. License to Use Your Data.
You grant Nushi AI a non-exclusive, non-transferable, fully paid, irrevocable, worldwide license to use your data in connection with:

Operating and maintaining the Software;
Performing technical support and analytics;
Fulfilling any obligations outlined in this Agreement;
Enhancing and improving the Services, provided any such use is on an anonymized or aggregate basis.

Nushi AI acknowledges that You retain ownership and intellectual property rights in Your data. This license does not affect your legal ownership of any data submitted by You.

5. INTELLECTUAL PROPERTY AND CONFIDENTIALITY

5.1. Proprietary Notices.
You agree not to remove, obscure, or alter any copyright, trademark, patent, or other proprietary rights notices affixed to or contained within the Software.

5.2. Proprietary Information.
You agree to maintain the confidentiality of Nushi AI’s Proprietary Information, using at least the same level of care you use to protect your own confidential information, but never less than a reasonable standard of care. You may not disclose Nushi AI’s Proprietary Information to any third party or use it for any purpose outside the scope of this Agreement.

Your obligations do not apply to information that:

Was known to You before receiving it from Nushi AI;
Was independently developed without use of Nushi AI’s Proprietary Information;
Was obtained lawfully from another source without breach of a confidentiality obligation;
Becomes publicly available through no fault of your own.

If legally compelled (e.g., via subpoena or court order) to disclose Proprietary Information, you must, unless prohibited by law, promptly notify Nushi AI and cooperate with efforts to oppose or limit such disclosure.

5.3. Intellectual Property Ownership.
All rights, title, and interest in and to the Software, Services, underlying technology, and any derivative works or enhancements—whether created by Nushi AI or suggested by You—are and shall remain the sole property of Nushi AI. You do not acquire any ownership or license rights beyond the limited usage rights explicitly granted in this Agreement.

If You submit ideas, suggestions, or feedback to Nushi AI, such submissions become the exclusive property of Nushi AI without any compensation to You. Nushi AI is free to use any submitted materials for any purpose, including commercial use.

5.4. Remedies.
You acknowledge that unauthorized disclosure of Nushi AI’s Proprietary Information or infringement of its intellectual property rights may cause irreparable harm. In such cases, Nushi AI is entitled to seek injunctive or equitable relief without the need to post a bond, in addition to other legal remedies. You agree to indemnify Nushi AI for all costs and damages arising from such violations, including reasonable attorneys’ fees.

6. WARRANTY

6.1. Information and Data.
You are solely responsible for ensuring the integrity and protection of your devices, systems, and any data (including Your Data) accessed or used in connection with the Software. Nushi AI is not responsible for ensuring the accuracy, reliability, or completeness of any information produced by or accessed through the Software. You acknowledge that Software performance may be impacted by technical issues, third-party dependencies, or events outside of Nushi AI’s control.

6.2. NO WARRANTY; DISCLAIMERS.
EXCEPT WHERE PROHIBITED BY LAW, THE SOFTWARE AND SERVICES ARE PROVIDED “AS IS” AND “AS AVAILABLE,” WITHOUT WARRANTIES OF ANY KIND—EXPRESS, IMPLIED, OR STATUTORY. THIS INCLUDES, BUT IS NOT LIMITED TO:

IMPLIED WARRANTIES OF MERCHANTABILITY
FITNESS FOR A PARTICULAR PURPOSE
NON-INFRINGEMENT
ACCURACY OR RELIABILITY
UNINTERRUPTED OR ERROR-FREE OPERATION
FREEDOM FROM VIRUSES OR SECURITY BREACHES
THE PERFORMANCE OR OUTCOMES OF ANY TRADING STRATEGIES

NUSHI AI MAKES NO GUARANTEE THAT:

THE SOFTWARE WILL FUNCTION WITHOUT INTERRUPTION OR ERROR
THE SOFTWARE WILL BE COMPATIBLE WITH YOUR SYSTEMS OR NETWORK
YOUR DATA WILL BE PRESERVED WITHOUT LOSS OR CORRUPTION
THIRD-PARTY SERVICES USED IN CONNECTION WITH THE SOFTWARE WILL BE RELIABLE OR SAFE

YOU EXPRESSLY ACKNOWLEDGE THAT TRADING FOREIGN CURRENCIES INVOLVES SUBSTANTIAL RISK AND THAT NUSHI AI IS NOT RESPONSIBLE FOR ANY LOSSES OR SECURITY INCIDENTS INCURRED THROUGH USE OF THE SOFTWARE OR THIRD-PARTY SERVICES.

6.3. Basis of Bargain.
You agree that the warranty disclaimers and limitations of liability in this Agreement form an essential part of the bargain between You and Nushi AI. These provisions have been factored into the pricing and terms under which the Software is provided.

7. LIMITATION OF LIABILITY

TO THE MAXIMUM EXTENT PERMITTED BY LAW, IN NO EVENT SHALL NUSHI AI OR ITS OFFICERS, DIRECTORS, EMPLOYEES, CONTRACTORS, AFFILIATES, OR AGENTS BE LIABLE FOR ANY:

INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY, OR PUNITIVE DAMAGES
LOSS OF PROFITS, LOSS OF REVENUE, LOSS OF BUSINESS, LOSS OF USE, OR LOSS OF DATA
COSTS OF PROCUREMENT OF SUBSTITUTE GOODS OR SERVICES
DAMAGES RESULTING FROM SYSTEM FAILURE, SECURITY BREACH, OR THIRD-PARTY SERVICE INTEGRATION

WHETHER ARISING FROM CONTRACT, TORT (INCLUDING NEGLIGENCE), EQUITY, OR ANY OTHER LEGAL THEORY, EVEN IF NUSHI AI HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

Some jurisdictions do not allow the exclusion or limitation of liability for certain types of damages. In such jurisdictions, Nushi AI’s liability will be limited to the greatest extent permitted by law.

IN NO EVENT SHALL NUSHI AI’S TOTAL, CUMULATIVE LIABILITY FOR ALL CLAIMS ARISING OUT OF OR RELATING TO THIS AGREEMENT EXCEED THE TOTAL AMOUNT PAID BY YOU TO NUSHI AI IN THE TWELVE (12) MONTHS PRIOR TO THE EVENT GIVING RISE TO THE CLAIM.

NUSHI AI MAKES NO WARRANTY THAT THE SERVICES OR SOFTWARE WILL BE FREE FROM SECURITY INTRUSIONS (INCLUDING VIRUSES OR HACKING). YOU ARE SOLELY RESPONSIBLE FOR BACKING UP YOUR DATA AND SECURING YOUR SYSTEMS.

8. REFUND POLICY

Your satisfaction is important to Nushi AI. As such, we offer a no-questions-asked, 60-day refund policy beginning on the date you activate the Software.

If you request a refund within 60 days of either:

Your acceptance of this Agreement, or
Your first use of the Software (whichever comes first),

Nushi AI will refund 100% of the fees you paid directly to Nushi AI, including any initial or maintenance fees.

Refunds do not include any Forex trading losses, third-party brokerage fees, or related costs. Any refund issued will be limited solely to the actual amounts received by Nushi AI from you during the initial 60-day period.

To request a refund, contact us at support@nushi.ai with your account and payment information.

9. TERM AND TERMINATION

9.1. Term.
This Agreement is effective upon your acceptance and remains in force until terminated by either party (the “Term”). You or Nushi AI may terminate this Agreement at any time, with or without cause, by providing written notice to the other party.

Nushi AI may, at its sole discretion, suspend or revoke your access to the Software and Services without notice or liability. In such cases, you will not be entitled to a refund of any fees previously paid, unless expressly agreed in writing by Nushi AI.

Upon termination:

Your license to use the Software immediately ends;
You must cease all use of the Software and Services;
You must delete or return all copies of the Software, Documentation, and related materials in your possession;
You may be required to confirm compliance in writing upon request.

9.2. Survival.
The following sections shall survive the expiration or termination of this Agreement:

Section 2 (License and Services)
Section 3 (Service Terms)
Section 4 (Your Data and Privacy)
Section 5 (Intellectual Property and Confidentiality)
Section 6 (Warranty)
Section 7 (Limitation of Liability)
Section 9 (Term and Termination)
Section 10 (Governing Law and Arbitration)
Section 11 (Miscellaneous)

10. GOVERNING LAW AND ARBITRATION

10.1. Governing Law.
This Agreement shall be governed by and construed in accordance with the laws of the State of California, without regard to conflict of law principles. Any legal proceedings arising from or related to this Agreement shall be brought exclusively in the federal or state courts located in San Francisco County, California, and each party irrevocably submits to the jurisdiction of such courts for such purposes.

10.2. Arbitration.
You agree that any dispute, claim, or controversy arising out of or relating to Nushi AI, this Agreement, the Software, or your use of the Services shall be resolved through binding arbitration administered by the American Arbitration Association (AAA) in accordance with its Commercial Arbitration Rules.

The arbitration shall take place in San Francisco, California.
There shall be no judge or jury.
The arbitrator(s) shall have the authority to grant all remedies available under this Agreement or applicable law.
The decision rendered shall be final and enforceable in any court of competent jurisdiction.

Class Action Waiver:
YOU AND NUSHI AI AGREE THAT ANY DISPUTES WILL BE CONDUCTED ONLY ON AN INDIVIDUAL BASIS, AND NOT IN A CLASS, COLLECTIVE, OR REPRESENTATIVE ACTION. YOU WAIVE ANY RIGHT TO PARTICIPATE IN A CLASS ACTION LAWSUIT OR CLASS-WIDE ARBITRATION.

If a court finds that the class action waiver is unenforceable as to any claim, that claim shall be severed from the arbitration and may proceed in court. All remaining claims shall proceed in arbitration.

10.3. Waiver of Jury Trial.
TO THE FULLEST EXTENT PERMITTED BY LAW, YOU AND NUSHI AI EACH WAIVE ANY RIGHT TO A TRIAL BY JURY IN ANY LEGAL PROCEEDING ARISING OUT OF OR RELATING TO THIS AGREEMENT, THE SOFTWARE, OR THE SERVICES.

11. MISCELLANEOUS

11.1. Assignment.
You may not assign or transfer your rights or obligations under this Agreement without prior written consent from Nushi AI. Any attempt to assign in violation of this section shall be void. Nushi AI may freely assign or transfer this Agreement without your consent, including in connection with a merger, acquisition, sale of assets, or other corporate transaction.

11.2. Severability.
If any provision of this Agreement is found to be invalid or unenforceable, that provision shall be enforced to the maximum extent permissible, and the remainder of the Agreement shall continue in full force and effect.

11.3. Entire Agreement.
This Agreement, together with Nushi AI’s Privacy Policy, Terms & Conditions, Disclosures, Risk Disclaimer, and any referenced documentation, constitutes the entire agreement between You and Nushi AI and supersedes all prior or contemporaneous agreements regarding the subject matter hereof.

11.4. Communication Preferences.
By using the Software, You agree to receive electronic communications from Nushi AI. These communications may include important updates related to your use of the Software or legal notices. You may opt out of promotional messages by contacting support@nushi.ai, but operational and administrative notices may still be sent.

11.5. Third-Party Beneficiaries.
This Agreement is solely between You and Nushi AI. Nothing in this Agreement shall be construed to confer any rights or remedies upon any third party.