TERMS OF SERVICE AND NON-DISCLOSURE AGREEMENT Numeratus.us LLC

I. Terms of Service

By subscribing to the Numeratus.us platform, you are entering into a binding membership agreement. Please read and understand the terms below carefully.

We provide proprietary business information and private services for private individuals. We do not provide legal, tax, or professional advice of any kind. Our private membership site values the confidentiality of the information provided to members. Please review this agreement before proceeding.

Your Obligations

1. You are liable for your own interactions, posts, and chat messages.

2. We are not liable for interactions between members.

3. Content provided by this site is not to be shared externally.

4. We may moderate user content as needed.

5. By subscribing, you confirm agreement to this binding membership agreement.

II. Non-Disclosure Agreement (NDA)

This Non-Disclosure Agreement (the "Agreement") is made between Numeratus.us LLC (the "Owner") and the Recipient (the subscribing member).

1. Confidential Information

The Owner may disclose proprietary business information ('Confidential Information') to the Recipient to facilitate the management of the Recipient's private business. Confidential Information includes proprietary documents, templates, research, management processes, and intellectual property shared by the Owner, but does not include legal, tax, or financial advice.

Recipients are advised to consult licensed professionals for legal or financial guidance. Confidential Information is limited to information not generally known, obtained through direct or indirect contact with the Owner.

A. Exceptions

Confidential Information does not include:

• Information publicly known due to disclosure by the Owner.

• Information rightfully received by the Recipient from a third party without a duty of confidentiality.

• Information independently developed by the Recipient.

• Information disclosed by operation of law, to report crimes, misconduct, or under whistleblower protections.

• Information disclosed with the Owner’s prior written consent.

• Information both parties agree in writing is not confidential.

2. Protection of Confidential Information

The Recipient acknowledges that the Confidential Information is a valuable asset developed through the Owner’s significant investment. The Recipient agrees as follows:

A. No Disclosure

The Recipient will hold the Confidential Information in confidence and will not disclose it to any person or entity (natural or artificial, public or private) via any medium without the Owner’s prior written consent, except as required by law.

B. No Copying or Modifying

The Recipient will not copy or modify any Confidential Information without the Owner’s prior written consent.

C. Unauthorized Use

The Recipient shall promptly notify the Owner of any possible unauthorized disclosure or use of the Confidential Information.

D. Disclosure Penalties

In the event of improper disclosure, the Recipient shall pay liquidated damages in an amount reasonably estimated to reflect the Owner’s actual losses, not to exceed $10,000 per occurrence, or the Owner may pursue actual damages if higher. If a court deems this amount unreasonable, it may be adjusted to a reasonable sum.

Note: We do not provide legal, tax, or professional advice. Members are liable for their own content, and we are not responsible for member-posted content.

3. Unauthorized Disclosure – Injunction

If the Recipient discloses or threatens to disclose Confidential Information in violation of this Agreement, the Owner may seek an injunction via binding arbitration under American Arbitration Association (AAA) rules, subject to applicable laws, to restrain the Recipient from further disclosure.

4. Non-Circumvention

For three (3) years after the disclosure of Confidential Information, the Recipient will not use such information or contacts provided by the Owner to circumvent the Owner’s business interests without written approval.

5. Return of Confidential Information

Upon the Owner’s written request, the Recipient shall return all materials containing Confidential Information and certify in writing that all materials have been returned within ten (10) days.

6. Relationship of the Parties

This Agreement does not obligate either party to purchase services or items, nor does it create an agency, partnership, or joint venture.

7. No Warranty

The Confidential Information is provided 'AS IS.' The Owner makes no warranties, express or implied, including merchantability or fitness for a particular purpose.

8. Limited License to Use

The Recipient acquires no intellectual property rights except a limited right to use the Confidential Information as provided herein.

9. Indemnity

Each party agrees to indemnify and hold harmless the other party from third-party claims resulting from a material breach of this Agreement.

10. Legal Fees

The prevailing party in any legal action concerning this Agreement is entitled to recover reasonable legal fees and costs.

11. Penalties

For breaches causing financial or other damages, the Recipient shall pay liquidated damages not to exceed $10,000 per occurrence, or actual damages if higher.

12. Term

Obligations regarding trade secrets survive indefinitely. For all other Confidential Information, obligations expire five (5) years after disclosure or termination of membership.

13. General Provisions

This Agreement constitutes the entire understanding regarding confidentiality and is governed by the laws of the State of New York.

14. Acceptance

If you do not agree with these terms, do not register or use the Service. Use of the Service constitutes acceptance. To close your account, contact support@numeratus.us within 10 days of registration.