NEBULA CUSTOMER/USER TERMS OF USE

Effective Date: December 31, 2021

Nebula Genomics is a service offered by ProPhase Labs, Inc., a Delaware corporation (“Nebula”, “we”, “us”, “our”). Except as specified herein, these Terms of Use (“Terms”) apply to your access to and use of the Nebula website, submitting a saliva sample for DNA extraction and processing, uploading a digital version of your genetic information and interacting with it on the Nebula website, participating in surveys and research opportunity, and any other related and connected platforms or services (collectively, the “Services”). By accessing the Services, you agree that you have read, understood, and accept all of the terms and conditions contained in these Terms and the Privacy Policy.

USER ACCOUNT 

In order to access some of Nebula’s Services, such as participating in user surveys and research opportunities, you must register for an account on the website (“User Account”). By creating a User Account, you agree to the following:

1. You are providing true, accurate, current and complete registration data, which you will promptly update as needed to keep it true, accurate, current and complete.
2. Your account has not been created on behalf of someone other than yourself.  
3. You are at least eighteen (18) years old or are of an age that you have the legal capacity to enter into a binding contract. 
4. You will monitor your account to restrict use by minors, and you will accept full responsibility for any unauthorized use of your account by minors.
5. In order to maintain the privacy and security of your account:
   1. You will not share your account or password with anyone. 
   2. You will log out of your account at the end of each session.
   3. You will notify Nebula immediately of any known or suspected unauthorized use of your password or other breaches of your account’s security.
6. You are solely responsible for your own account activity.
7. Nebula has the right to investigate any use of your account that may have violated these terms and may suspend your access to the Service during such investigation. If, as a result of the investigation it believes that a violation has occurred, Nebula may, at its sole discretion, immediately cancel/terminate your account without prior notice to you. In addition, if Nebula has canceled/terminated your account and you attempt to re-register or access Nebula Services through a different username, email address, or otherwise, Nebula will promptly cancel/terminate that new account without prior notice to you.
   1. If as a result of its investigation, Nebula believes that criminal activity has occurred within or related to your account, Nebula will refer the matter to, and cooperate with, any and all relevant legal authorities, as permitted under applicable law. 
   2. Nebula’s overall use or disclosure of information in or related to your account will be in accordance with the Privacy Policy and applicable law. 
8. You will not engage in actions which: (i) impose an unreasonable or disproportionately large load on our infrastructure, or detrimentally interfere with, intercept, or expropriate any system, data, or information; (ii) transmit or upload any material to the Services that contains viruses, trojan horses, worms or any other harmful or deleterious programs; (iii) attempt to gain unauthorized access to the Services,  User Accounts not belonging to you, computer systems or networks connected to the Services, through password mining or any other means; (iv) use the User Account of any third party to access or use the Services; or (v) transfer your User Account access or rights to your User Account to a third party, unless by operation of law or with the express permission of Nebula.

9. You will not conduct, facilitate, authorize or permit any text or data mining or web scraping via or in relation to our Services. This clause shall not apply insofar as and only to the extent that we are unable to restrict text and data mining or web scraping activity by contract under applicable law. 
10. You will not engage in activity that would violate, or assist in violation of, any law, statute, ordinance or regulation. 
11. You will not interfere with another individual’s access to or use of the Services; defame, abuse, extort, harass, stalk, threaten or otherwise violate or infringe the legal or other rights (such as, but not limited to, rights of privacy, publicity and intellectual property) of others; or harvest or otherwise collect information from the Services about others.
12. You will not engage in activity that operates to defraud Nebula, any Nebula user(s) or any other person, or provide any false, inaccurate or misleading information to Nebula.
13. You will not engage in activity that intentionally infringes upon another’s copyright, or other intellectual rights, protections, including unauthorized copying or performing of copyrighted works available on the Services.

By creating a User Account and, if required by local law, opt-ing in, you consent to receive electronic communications from Nebula (e.g., via email, push notification, or by posting notices to the Services, etc.). These communications may include notices about your use of the Services and are part of your relationship with us. You should maintain copies of electronic communications from us by printing a paper copy or saving an electronic copy. 

CLOSING YOUR NEBULA ACCOUNT

To close a Nebula account, you must contact the Nebula support team and request account closure. Nebula will email you and ask you to confirm your request. Upon confirmation, your account closure will be effective. After you have closed your account, Nebula will delete all of your personal information including your genetic data from its records except for the information that it is required to retain under applicable law. Nebula will retain appropriate business records regarding your account, such as any payment history and similar records. We may also retain certain personal information that may be have been shared with third parties, as described in our Privacy Policy. 

COPYRIGHT AND LICENSE TO YOU

Unless otherwise indicated in writing by us, the Services and all content and other materials contained therein, including, without limitation, the Nebula logo and all designs, text, graphics, pictures, information, data, software, sound files and/or other files related thereto and/or associated therewith and the selection and arrangement thereof (collectively, “Content”) are and shall remain the sole and proprietary property of Nebula and/or our affiliates or licensors. If you print, copy, modify, download or otherwise use or provide any other person with access to any part of the Services in breach of these Terms, your right to use the Services will terminate immediately and you must, at our option, either return or destroy any Content you have copied, downloaded , or otherwise obtained from the Services.  Unless otherwise stated herein, no right, title or interest in or to the Services or any Content thereon is or shall be transferred to you, and all rights not expressly granted herein are reserved by Nebula and/or our affiliates and/or licensors.  Any use of the Services not expressly permitted by these Terms shall be deemed a material breach of these Terms and may violate copyright, trademark and/or other laws.

You may print off personal copies of your genetic data reports, and may download extracts, of any page(s) of the Content so long as you do not use such copies or extracts for commercial purposes and you do not modify the paper or digital copies of any Content you have printed or downloaded.

THIRD PARTY SERVICES

The Services may contain links to third-party websites (“Third-Party Websites”) and/or applications (“Third-Party Applications”), including third parties that provide services such as payment processing and data storage. When you click on a link to a Third-Party Website or Third-Party Application, we will not warn you that you have left the Services and you will be subject to the terms and conditions (including privacy policies, if and as applicable) of those Third-Party Websites and Third-Party Applications. Such Third-Party Websites and Third-Party Applications are not under the control of Nebula and we are not responsible for any Third-Party Websites or Third-Party Applications and shall not be liable with respect to any use thereof. Nebula provides links to these Third-Party Websites and Third-Party Applications only as a convenience and does not review, approve, monitor, endorse, warrant or make any representations with respect to Third-Party Websites or Third-Party Applications or their products or services. You use all links in Third-Party Websites, and Third-Party Applications at your own risk. When you leave our Services, these Terms of Use and any of our other policies no longer govern. You should review all applicable agreements and policies, including privacy and data gathering practices, of any Third-Party Websites or Third-Party Applications, and should make whatever investigation you feel necessary or appropriate before proceeding with any transaction with any third party.

LINKS TO OUR SERVICES

You are granted a limited, nonexclusive, nontransferable right to create a text hyperlink to the Services for noncommercial purposes, provided that such link is fair and lawful and does not portray Nebula or our affiliates or any of our products or services in a false, misleading, derogatory or otherwise defamatory or objectionable manner, and does not imply that Nebula is affiliated with or supports or endorses any product or service, and provided further that the linking site does not contain any adult or illegal material or any material that may be deemed, in Nebula’s sole discretion, offensive, harassing or otherwise objectionable. This limited right may be revoked or modified by us at any time, for any reason and without notice. You may not use a logo or other proprietary graphic or intellectual property of Nebula to link to the Services or Content without our express written permission. Further, you may not use, frame or utilize framing techniques to enclose any Nebula trademark, logo or other proprietary information, including the images found on the Services, the content of any text or the layout or design of any page, or form contained on a page, on the Services without our express written permission.

INFORMATION YOU PROVIDE OR UPLOAD TO OUR SERVICES

Whenever you make use of a feature that allows you to upload content to our Services (e.g. uploading a digital version of your genetic information), you must comply with the requirements set out in the list above (under “User Account”).

You warrant that any such contribution does comply with those standards, and you will be liable to us and indemnify us for any breach of that warranty. This means you will be responsible for any loss or damage we suffer as a result of your breach of warranty.

You or your licensors retain all ownership rights in any content you upload to us, but you grant us a worldwide, non-exclusive, royalty-free, transferable licence to use, adapt, reproduce, store and copy that content and to distribute and make it available to third parties.

We also have the right to disclose your identity to any third party who is claiming that any content uploaded by you to our site constitutes a violation of their intellectual property rights, or of their right to privacy.

You are solely responsible for securing and backing up your content.

TERMS FOR PURCHASED SERVICES 

General Information about Nebula’s Purchased Services

Nebula’s purchased services are genetic testing services involving the purchase of a DNA collection kit to allow the user to collect a DNA sample , analysis of the sample by Nebula or its affiliates as described in Nebula’s genetic testing services FAQs, continued offering of similar or associated tests, and state-of-the-art genetic reports that include ancestry information and non-diagnostic or treatment-related health information (“Purchased Services”). 

By purchasing the Purchased Services, you are indicating your acceptance to be bound by these Terms. These Terms form a legal contract for the purchase of the Purchased Services and can only be amended with Nebula’s written consent. Any purchases that you make are subject to these Terms.

A copy of these Terms will be provided to you when you receive confirmation of acceptance of your order as described below. You are advised to print a copy of these Terms for reference.

As a user of Nebula’s Purchased Services, you understand and agree to the submission of a sample for DNA extraction, DNA sequencing, and storage of your sample.

NEBULA PRODUCTS

As part of the Purchased Services, Nebula offers three Whole Genome Sequencing products. In order to obtain your Genome Sequencing data, you must choose one of the three below products (“Nebula Product”) and one of the Subscriptions (discussed in the following section). Purchasing the Nebula Product allows us to process your DNA sample and extract the DNA. However, you must also select one of the three Subscriptions to then process that extracted DNA data and obtain your genetic data. Except as discussed in these Terms, all Nebula Product purchases are final, but all Subscriptions can be cancelled at any time. 

SUBSCRIPTIONS FEES AND REFUNDS

Product	Amount of DNA Decoded	DNA sequencing depth	Ancestry reports	Accuracy of DNA sequencing and reports
Deep	Decodes 100% of your DNA	30x Generates over 100 gigabytes of DNA data	Deep ancestry reports based on Y chromosomal and mitochondrial DNA	High
Ultra Deep	Decodes 100% of your DNA with ultra-high accuracy	100x Generates over 300 gigabytes of DNA data	Deep ancestry reports based on Y chromosomal and mitochondrial DNA	Ultra-high

We give our customers a choice of three different Products, which are described above.  We then charge a Subscription fee to enable our users to benefit from the almost daily new scientific studies that advance our understanding of human genetics. Your purchase of a Product will allow us to collect, process, and extract your DNA and genetic data, and the Subscription allows you to continue to have that data used and re-processed on continuing basis to show you new results based on the our evolving understanding of the human genome. We do not provide a minimum guarantee for the number of new reports you will be provided, as the frequency of these will depend on the speed in which the science in this field develops. 

A Subscription is required to complete your order and receive your first genetic report, but it can be cancelled at any time. All three subscriptions offer the benefits that come with the Product you chose to purchase. The only difference in the Subscriptions is frequency with which the subscription is billed (monthly, annually or one-off).

All of our prices include all sales and other value added taxes but do not include delivery and other handling charges, which will be displayed to you prior to your purchase and added to the total amount due. Import taxes (if applicable) charged by national authorities on your DNA collection kit are your responsibility. 

Subscription Type	Price	Duration	First billing date	Auto-Billing Date	Cancellation & Refund (unless otherwise stated in these Terms)
Quarterly	$19.99/mo.	Quarterly	At the time you order your Product	1 Quarter after date of purchase	Cancel anytime; non-refundable
Annual	$9.99/mo. (billed annually)	Annual	At the time you order your Product	1 year after date of purchase	Cancel anytime; pro-rated refund for the unused months
3 year + Price Lock	$275 (billed at the time of purchase) + $19.95/year after 3 years.	3 Years	At the time you order your Product	After 3 years	Cancel anytime

Please see our Refund and Cancellation Policy for more information on your right to a refund. 

By purchasing Three year unlimited plan with lifetime price guarantee , you agree to our Terms of Use and Privacy Statement and that you are over 18 and you will pay the one-time fee to cover the setup and membership for the first three years. You also authorize Nebula Genomics to automatically continue your membership after the first three years for an additional one year and charge the membership fee (currently $19.95 a year plus taxes) to your payment method until you cancel. While other plans are subject to change, this plan will lock the subscriber in at our lowest yearly rate. You must cancel at least 48 hours before your membership renews to avoid being billed for the next year. All purchases are final and non-refundable. No refunds are given for partial term cancellations. To cancel, go to your account and click “Cancel Membership.”

General Information Regarding Nebula’s Genetic Testing Services  

Nebula’s Services are based on current state-of-the-art genetic research and DNA sequencing technology. As the research progresses and available technology evolves, Nebula will continue to innovate to provide the best possible experience and information to its users.  Accordingly, you acknowledge and agree that Nebula may update its technology, analysis, and reporting at its sole discretion, without prior notice to you. You also acknowledge that you may need to update third-party software from time to time in order to continue using the Services and Purchased Services, including accessing reports.

Details about Nebula’s processing of samples

Once your sample is received by Nebula, DNA extraction, sequencing, and data analysis are performed to provide ancestry, non-diagnostic trait reporting, and oral microbiome analysis. At its discretion, Nebula may use third-party laboratories to perform DNA extraction, sequencing, and data analysis. Your Product may be Nebula-branded even when such a third party will be doing DNA extraction, sequencing or data analysis. By returning a sample, you acknowledge and agree that Nebula may provide the sample to such third parties for DNA extraction, sequencing or data analysis. Any data shared with such third parties is subject to our Privacy Policy and is shared for the limited purpose necessary to provide you the Services and Purchased Services. 

Nebula or one of its third-party partners will store your sample and/or the extracted DNA after your sample has been processed. Having your sample stored allows your sample to be analyzed again when new and updated tests become available. Nebula will never process your sample without your explicit, specific consent. If you would like your sample permanently destroyed, you may contact us at legal@nebula.org and request your sample to be destroyed. Destroying your sample is irreversible and will limit your access to tests offered in the future.

Nebula and its affiliates may not be able to process your sample if your sample does not contain a sufficient amount of DNA or is contaminated. If this occurs, Nebula will contact you to notify you and ask you to provide a new sample. In the rare case that we are also unable to process your second sample, we will contact you and offer a refund (less shipping and handling), provided that you do not submit any other sample to us after receiving a refund. 

Your contract with us for Purchased Services

If you are placing an order through www.nebula.org, the technical steps required to create a contract between you and Nebula are as follows:

• You place an order for Purchased Services on www.nebula.org. You will be guided through the process of placing an order by the instructions on www.nebula.org.
• Please take the time to read and check the details entered at each stage of the order process.
• After you place an order, you will receive an email from Nebula acknowledging that your order has been received. Nebula’s acceptance of your order will take place when you receive an email that confirms that your Product has been dispatched.
• The contract between you and Nebula will only be formed when you receive the confirmation of dispatch of the Product.  The contract with us for the Purchased Services will continue in effect until you exercise your right to cancel or change your mind (if applicable in your territory). Your obligations under the contract will cease when the contract ends.

If we are unable to accept your order, we will inform you of this and will not charge you for the Purchased Services. 

If you wish to make changes to the Purchased Services, you have ordered please contact us using the contact information below. We will let you know if the change is possible. If it is possible we will let you know about any changes to the price of the Purchased Services, the timing of supply or anything else which would be necessary as a result of your requested change and ask you to confirm whether you wish to go ahead with the change. If we cannot make the change or the consequences of making the change are unacceptable to you, you may want to end the contract.

The purchase of Purchased Services is subject to availability. Nebula will inform you as soon as possible if the Purchased Service you have ordered is not available and Nebula will not process your order. If you have already paid for Purchased Services, you will be refunded in full if your order cannot be fulfilled. Nebula reserves the right to impose ordering restrictions on the number of Purchased Services that can be ordered and the interval at which these Purchased Services can be ordered.

Legal Rights

Nebula is required by law to ensure that Purchased Services ordered from Nebula comply with the Terms of Nebula’s contract with you. In particular, any Product that Nebula supplies to you must correspond with any relevant description included on the Nebula website, must be of satisfactory quality and must be fit for their intended purpose as described by Nebula. 

Nothing in these Terms will affect your legal rights in your country of residence. If there is a conflict between these Terms and your legal rights in your country of residence, your legal rights will prevail. 

Delivery

Please see our Refund and Cancellation Policy for information about delivery times. 

You are responsible for the Products when they are delivered to you.

Nebula will deliver directly to the address specified in your order. 

Nebula is not engaged in the practice of medicine, and information learned through Nebula’s Services and Purchased Services is not intended and should not be used for diagnostic or medical use.

Our Services and our Purchased Services are not intended to be interpreted by users for the purposes of making any decisions regarding parentage or diagnosis or treatment. The information you learn through our Services and Purchased Services does not constitute medical advice, and you should not change your health behaviors solely on the basis of the provided genetic information. The Services and Purchased Services are not intended to be used by the customer for any diagnostic purpose and are not a substitute for professional medical advice. You should always seek the advice of your physician or other health care provider with any questions you may have regarding diagnosis, cure, treatment, mitigation, or prevention of any disease or other medical condition or impairment or the status of your health.

BY USING NEBULA’S GENETIC TESTING SERVICES, YOU AGREE THAT YOU WILL NOT USE ANY INFORMATION PROVIDED BY NEBULA’S SERVICE OR PURCHASED SERVICES FOR DIAGNOSTIC OR HEALTH RELATED DECISION MAKING BEFORE SEEKING PROFESSIONAL ADVICE FROM A PHYSICIAN, GENETIC COUNSELOR, OR SIMILARLY QUALIFIED HEALTHCARE PROFESSIONAL REGARDING ANY PARENTAGE OR HEALTHCARE DECISIONS BASED ON GENETIC TESTING RESULTS PROVIDED BY NEBULA.

Rather, Nebula’s Services and Purchased Services are for research, information, and educational use only. In short, many of the health-related information learned from the provided genetic testing results have not been clinically validated and the technology Nebula uses, although used in research, is not broadly used in healthcare settings. Clinical validity refers to how well a specific genetic variant is related to the presence, absence, or risk of a specific disease or condition. 

Nebula encourages you to talk to a genetic counselor or a healthcare professional prior to submitting a sample collection kit or to aid you in understanding your results. 

Nebula disclaims to the maximum extent permitted by law all liability for any loss or damage suffered by you or any person, be it directly or indirectly as a result of or in connection with your use of the Services and Purchased Services or any treatment or healthcare decisions that you make based on genetic testing results provided by Nebula. However, Nebula does not exclude or limit its liability for death or personal injury resulting from its negligence or to the extent it cannot limit its liability under applicable law.

Payment processing

Nebula accepts most major credit cards for payment. The accepted methods of payment are displayed on the Nebula website. Paypal can also be used as a payment method for certain Purchased Services. 

Payment for your Product and all applicable delivery and handling charges is in advance of receiving your Product. You will be charged for the Product when your order of the Product is dispatched to you by Nebula. The Product will be owned by you when your payment has been processed in full.

Payment for your Subscription will depend on the type of Subscription you have chosen (see Subscription table above). 

You confirm that you own the credit card that is being used to make your purchase.

All credit card holders are subject to validation checks and authorisation by Nebula. If Nebula believes that the card used to pay for your order is being used fraudulently, this will be reported to the relevant authorities and all orders cancelled. Two-factor authorisation may be required to process some payments. 

If your card issuer refuses to authorise payment for your order, Nebula will be unable to dispatch the Product to you and will not be responsible for any delay or non-delivery. Nebula will not be informed of the reason for refusal and therefore, is unable to inform you of the reason that your card issuer has refused payment.

Nebula is not responsible for any card or bank charges issued by your card issuer as a result of processing payment for your order, unless local requires us to be responsible for such payments. 

Your account will record that payment has been taken by Nebula Genomics, Inc.

Right to change your mind (UK and EU customers only)

Change your mind prior to dispatch

If you change your mind about your purchase and decide to cancel the contract prior to the Purchase being dispatched, you should notify Nebula immediately and reject any orders dispatched.

Change your mind after dispatch

If you decide that you do not wish to keep the Product that you ordered and only the delivery packaging of the Product has been opened, you are entitled to change your mind without giving any reason within fourteen (14) days from which you acquired, or a third party other than the carrier and indicated by you acquired, physical possession of the Products. [Unopened Product must have their tamper seals intact. If the Product is opened or the tamper seal is not intact, you lose your right to change your mind].

If you change your mind in these circumstances, you must send the Product back to Nebula at your own cost within fourteen (14) days of notifying Nebula that you have changed your mind. Nebula will reimburse you all payments received from you for the Product once the Product has been returned. We will also reimburse the cost of standard delivery of the Product to you (if any) but will not be responsible for any delivery costs above the standard delivery cost. If you change your mind about the Product in these circumstances, we will refund any Subscription fees you have already paid, or, if you have not yet paid for a Subscription, we will not take any payments from you.  

Timeframe 

To meet the cancellation deadline of fourteen (14) days after your order has been delivered to you, it is sufficient for you to call Nebula customer services before the cancellation period has expired.

PRIVACY AND SECURITY RELATED TO NEBULA AND PURCHASED SERVICES

Nebula has a robust privacy process and policy to protect the confidentiality of your information. For details about our privacy and security practices, you may access Nebula’s Privacy Policy here. 

PARTICIPATION IN RESEARCH

Participation in research is determined by your consent settings. You can change your consent settings in your Nebula user account under the Edit Profile section. For more information on your consent settings please refer to our Privacy Policy.

INDEMNIFICATION

To the fullest extent permitted by applicable law, you agree to indemnify, defend and hold harmless Nebula, and our respective past, present and future employees, officers, directors, contractors, consultants, equity holders, suppliers, vendors, service providers, parent companies, subsidiaries, affiliates, agents, representatives, predecessors, successors and assigns (individually and collectively, the “Nebula Parties”), from and against all actual or alleged claims, damages, awards, judgments, losses, liabilities, obligations, penalties, interest, fees, expenses (including, without limitation, attorneys’ fees and expenses) and costs (including, without limitation, court costs, costs of settlement and costs of pursuing indemnification and insurance), of every kind and nature whatsoever, whether known or unknown, foreseen or unforeseen, matured or unmatured, suspected or unsuspected, in law or equity, whether in tort, contract or otherwise (collectively, “Claims”), including, but not limited to, damages to property or personal injury, that are caused by, arise out of or are related to (a) your use or misuse of the Services, (b) any feedback you provide, (c) your violation of these Terms, and/or (d) your violation of any right(s) of any third party. You agree to promptly notify Nebula of any Claim(s) and shall cooperate fully with the Nebula Parties in defending such Claims. You further agree that the Nebula Parties shall have control of the defense or settlement of any third party Claims. THIS INDEMNITY IS IN ADDITION TO, AND NOT IN LIEU OF, ANY OTHER INDEMNITIES SET FORTH IN ANY WRITTEN AGREEMENT(S) BETWEEN YOU AND Nebula.

DISCLAIMERS

EXCEPT AS EXPRESSLY PROVIDED TO THE CONTRARY IN WRITING BY NEBULA, AND TO THE EXTENT PERMITTED BY APPLICABLE LAW, THE SERVICES AND PURCHASED SERVICES AND THE CONTENT CONTAINED THEREIN ARE PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS WITHOUT WARRANTIES OR CONDITIONS OF ANY KIND, EITHER EXPRESS OR IMPLIED. NEBULA (AND ITS AFFILIATE(S), LICENSOR(S) AND/OR OTHER BUSINESS ASSOCIATE(S)) MAKE NO WARRANTY THAT THE SERVICES: (A) WILL MEET YOUR REQUIREMENTS; (B) WILL BE AVAILABLE ON AN UNINTERRUPTED, TIMELY, SECURE OR ERROR-FREE BASIS; OR (C) WILL BE ACCURATE, RELIABLE, COMPLETE, LEGAL OR SAFE. NEBULA DISCLAIMS ALL OTHER WARRANTIES OR CONDITIONS, EXPRESS OR IMPLIED, INCLUDING, WITHOUT LIMITATION, IMPLIED WARRANTIES OR CONDITIONS OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE AND NON-INFRINGEMENT AS TO THE SERVICES OR CONTENT CONTAINED THEREIN. NEBULA DOES NOT REPRESENT OR WARRANT THAT CONTENT ON THE SERVICES IS ACCURATE, COMPLETE, RELIABLE, CURRENT OR ERROR-FREE. WE WILL NOT BE LIABLE FOR ANY LOSS OF ANY KIND FROM ANY ACTION TAKEN IN RELIANCE ON MATERIAL OR INFORMATION CONTAINED ON THE SERVICES. WHILE NEBULA ATTEMPTS TO MAKE YOUR ACCESS TO AND USE OF THE SERVICES AND CONTENT SAFE, NEBULA CANNOT AND DOES NOT REPRESENT OR WARRANT THAT THE SERVICES, CONTENT OR OUR SERVERS IS/ARE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS. WE CANNOT GUARANTEE THE SECURITY OF ANY DATA THAT YOU DISCLOSE ONLINE. YOU ACCEPT THE INHERENT SECURITY RISKS OF PROVIDING INFORMATION AND DEALING ONLINE OVER THE INTERNET AND WILL NOT HOLD US RESPONSIBLE FOR ANY BREACH OF SECURITY UNLESS IT IS DUE TO OUR GROSS NEGLIGENCE.

Nothing in these Terms shall exclude or limit liability of either party for fraud, death or bodily injury caused by gross negligence, violation of laws, or any other activity that cannot be limited or excluded by legitimate means.

SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF IMPLIED WARRANTIES IN CONTRACTS WITH CONSUMERS, SO THE ABOVE EXCLUSION MAY NOT APPLY TO YOU, SOLELY TO THE EXTENT SUCH EXCLUSION IS SO PROHIBITED BY APPLICABLE LAW.

Warranty and Disclaimer

Nebula warrants that its Services and Purchased Services will be provided in a workmanlike manner, free from defect and error, and in conformity with applicable law and generally prevailing industry standards. 

LIMITATION OF LIABILITY

TO THE FULLEST EXTENT PROVIDED BY LAW, IN NO EVENT WILL NEBULA OR ITS AFFILIATES, OR ITS OR THEIR LICENSORS, SERVICE PROVIDERS, EMPLOYEES, CONTRACTORS, AGENTS, OFFICERS OR DIRECTORS, BE LIABLE FOR ANY INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL OR PUNITIVE DAMAGES, INCLUDING BUT NOT LIMITED TO, PERSONAL INJURY, PAIN AND SUFFERING, EMOTIONAL DISTRESS, LOSS OF REVENUE, LOSS OF PROFITS, LOSS OF BUSINESS OR ANTICIPATED SAVINGS, LOSS OF USE, LOSS OF GOODWILL, LOSS OF DATA, LOSS OF DIGITAL ASSETS, LOSS OF ACCESS TO ANY DIGITAL WALLET, OR ANY OTHER DAMAGES OF ANY KIND, UNDER ANY LEGAL THEORY, ARISING OUT OF OR IN CONNECTION WITH YOUR USE, OR INABILITY TO USE, THE SERVICES, INCLUDING BUT NOT LIMITED TO ANY CONTENT ON THE SERVICES OR ANY OTHER WEBSITES AND MOBILE APPLICATIONS OR ANY ITEMS OBTAINED THROUGH THE SERVICES OR SUCH OTHER WEBSITES AND MOBILE APPLICATIONS, WHETHER CAUSED BY TORT (INCLUDING NEGLIGENCE), BREACH OF CONTRACT OR OTHERWISE, EVEN IF FORESEEABLE.

IN NO EVENT WILL NEBULA’S AGGREGATE LIABILITY FOR ALL CLAIMS RELATING TO THE SERVICES, THE ACCESS TO AND USE OF THE SERVICE, CONTENT, OR ANY PRODUCTS OR SERVICES PURCHASED ON THE SERVICES EXCEED THE GREATER OF (A) $100 OR (B) THE AMOUNT RECEIVED BY NEBULA FROM YOU RELATED TO THE SERVICES THAT ARE THE SUBJECT OF THE APPLICABLE CLAIM.

ANY CAUSE OF ACTION OR CLAIM YOU MAY HAVE ARISING OUT OF OR RELATING TO THESE TERMS OR THE SERVICES MUST BE COMMENCED WITHIN ONE (1) YEAR AFTER THE CAUSE OF ACTION ACCRUES, OTHERWISE, SUCH CAUSE OF ACTION OR CLAIM SHALL BE DEEMED PERMANENTLY WAIVED AND BARRED.

THIS SECTION DOES NOT AFFECT ANY LIABILITY THAT CANNOT BE EXCLUDED OR LIMITED UNDER APPLICABLE LAW. BECAUSE SOME STATES OR JURISDICTIONS DO NOT ALLOW THE EXCLUSION OR THE LIMITATION OF LIABILITY FOR CONSEQUENTIAL OR INCIDENTAL DAMAGES, IN SUCH STATES OR JURISDICTIONS THE ABOVE LIMITATIONS AND EXCLUSIONS MAY NOT APPLY TO YOU. IN SUCH STATES OR JURISDICTIONS, OUR LIABILITY IS LIMITED TO THE EXTENT PERMITTED BY LAW, THEREBY MINIMIZING OUR LIABILITY TO YOU TO THE LOWEST AMOUNT PERMITTED BY APPLICABLE LAW.

DISPUTE RESOLUTION 

These Terms of Use are governed by the laws of the State of Massachusetts, without regard and to the exclusion of Massachusetts’ conflict of laws rules. If applicable consumer laws in your country or residence do not allow these Terms to be governed by foreign law, then the law of your country of residence will apply.

You and Nebula agree that any controversy or claim arising out of or relating to the Services, as well as any questions of arbitrability, shall be finally settled by arbitration administered by the American Arbitration Association (“AAA”) in accordance with its Commercial Arbitration Rules (“Commercial Rules”) by a sole arbitrator. You can access the AAA Commercial Rules at https://www.adr.org/Rules or by calling +1 800-778-7879. You and Nebula shall endeavor to agree upon the arbitrator, and if you and Nebula fail to do so within twenty-one (21) days of the commencement of the Arbitration, the appointment shall be made by the AAA in accordance with the Commercial Arbitration Rules. The place, or legal seat of arbitration, shall be Massachusetts, and the language of the arbitration shall be English. 

You may only bring claims in your individual capacity on your own behalf, and not in any representative capacity, or on behalf of any class or purported class, and no arbitration you commence hereunder may be joined with or include any claims by any other persons. Each party shall bear its own arbitration filing fees.

The arbitrator shall issue a reasoned award and shall have the power to grant any interim or provisional measures that the arbitrator deems appropriate, including, but not limited to, injunctive relief and specific performance, and any interim or provisional measures ordered by the arbitrator may be specifically enforced by any court of competent jurisdiction as a final award. Each party hereto retains the right to seek interim measures from a judicial authority, and any such request shall not be deemed incompatible with the agreement to arbitrate or a waiver of the right to arbitrate. 

The arbitrator shall award the prevailing party, if any as determined by the arbitrator, its costs, including reasonable attorney’s fees. Judgment on any award rendered by the arbitrator may be entered in any court of competent jurisdiction. 

No information concerning an arbitration, beyond the names of the parties, their counsel or the relief requested, may be unilaterally disclosed to a third party by any party, unless required by law. Any documentary or other evidence given by any party or witness in any arbitration shall be treated as confidential by any party whose access to such evidence arises exclusively because of its participation in the arbitration and shall not be disclosed to any third party (other than a witness or expert), except as may be required by law. Any party who commences any judicial proceeding in connection with an arbitration initiated hereunder shall endeavor to have the judicial record of any such proceeding sealed or kept confidential to the extent permitted by law.

BY AGREEING TO ARBITRATE DISPUTES AS SET FORTH HEREIN, YOU AGREE THAT YOU ARE WAIVING YOUR RIGHT TO A JURY TRIAL AND LIMITING YOUR RIGHT TO APPEAL, YOU ARE WAIVING ANY AND ALL RIGHTS TO PARTICIPATE IN A CLASS ACTION OR CLASS OR REPRESENTATIVE ARBITRATION, AND YOU UNDERSTAND THAT YOU ARE WAIVING YOUR RIGHTS TO OTHER AVAILABLE DISPUTE RESOLUTION PROCESSES, SUCH AS A COURT ACTION.  DO NOT USE THIS PLATFORM OR PARTICIPATE IN OR USE ANY SERVICE IF YOU DO NOT AGREE TO THE FOREGOING BINDING ARBITRATION PROVISIONS.

Dispute Resolution – Additional terms for EU residents

The European Commission provides an online dispute resolution (“ODR”) platform, which you can find at: https://ec.europa.eu/consumers/odr/. 

Nebula is not required to participate in ODR and does not offer this.

Transfer of Contract

Any contract for the purchase of Purchased Services is between Nebula and you. No other person shall have any rights to enforce any of its Terms. 

If permitted under applicable law, Nebula may transfer its rights and obligations under the contract to another organisation. This will not affect your rights or Nebula’s obligations under these Terms.

All other transfers of rights and obligations must be agreed with Nebula in writing prior to the transfer taking place.

Interpretation of these Terms

Each of the paragraphs of these Terms operates separately. If any court or relevant authority decides that any of them are unlawful or unenforceable, that paragraph or part-paragraph shall, to the extent required, be deemed not to form part of the contract, the remaining paragraphs will remain in full force and effect.

Delay in Enforcement 

If Nebula fails to insist that you perform any of your obligations under these Terms or is delayed in enforcing the Terms, this should not be interpreted as a waiver of the rights of Nebula under these Terms. You are still required to comply with these Terms irrespective of Nebula’s enforcement or otherwise. A default by you will only be waived if it is in writing, signed by Nebula.

CHANGES AND ADDITIONAL TERMS 

As we continue to diversify our Services, additional or separate terms (“Supplemental Terms”) may apply. These Supplemental Terms will either be listed in the Terms of Use, or be presented to you for acceptance when you sign up to use those Services. We reserve the right to modify the these Terms or any additional terms at any time or to reflect any changes in the law or our Services, or for any other reasonable reason. The effective date of the most up to date Terms will be provided at the top of each version of these Terms, respectively. Any such updates will be effective upon our publishing such updated Terms. If you do not agree with these Terms, you may not use the Services. We may notify you of material changes by posting information through the Services or contacting you via email. Nebula may require you to provide consent to the updated Agreement in a specified manner before further use of the Services is permitted.