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

We are aware that some of the information provided on the site is highly sensitive, and could disturb the public peace. Therefore it is essential that we create a binding agreement for our members to prevent misuse and abuse of the information. We do not provide legal, tax, or provide professional advice of any kind. We simply provide information and private services for private people. 

Our private membership site values the confidentiality of the information that we provide to our members. Please read this agreement carefully before proceeding.

A high level of your obligations: 

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

• We are not liable for the interactions between members

• Content provided by this site is not to be shared externally

• We may moderate user content as needed

• By subscribing, you are confirming to agree to this binding membership agreement

NON-DISCLOSURE AGREEMENT

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

I. CONFIDENTIAL INFORMATION

The Owner may disclose certain proprietary and sensitive information (the "Confidential Information") to the Recipient to facilitate the operations of managing the Recipient's private business. Confidential Information includes any information or material that is proprietary to the Owner and not generally known other than by the Owner, which may be obtained through any direct or indirect contact with the Owner. Confidential Information includes documents, templates, research, management templates, trust document templates, information regarding government exemption accounts, information regarding general executor status, access to exemption accounts, use of exemption accounts, set-off, private commercial instruments, commercial processes, estate secrets, legal system secrets, and all other processes, procedures, contracts, financial institution information, and intellectual property shared by the Owner. Confidential Information also includes any information that could cause a negative public reaction and disrupt the public peace and/or place the business of government at risk.

A. EXCEPTIONS

Confidential Information does not include matters of public knowledge that result from 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, information disclosed by the Recipient with the prior written consent of the Owner, and any other information that both parties agree in writing is not confidential.

II. PROTECTION OF CONFIDENTIAL INFORMATION

The Recipient acknowledges that the Confidential Information has been developed or obtained by the Owner through significant investment of time, effort, and expense, and that the Confidential Information is a valuable, special, and unique asset of the Owner. In consideration for the receipt of the Confidential Information, the Recipient agrees as follows:

A. NO DISCLOSURE

The Recipient will hold the Confidential Information in confidence and will not disclose the Confidential Information to any person or entity, be they natural or artificial, public or private, by telephone, fax, copy, email, picture, conversation, and any writing, recording, or transfer of information on or by any medium without the prior written consent of the Owner.

B. NO COPYING/MODIFYING

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

C. UNAUTHORIZED USE

The Recipient shall promptly advise the Owner if the Recipient becomes aware of any possible unauthorized disclosure or use of the Confidential Information.

D. DISCLOSURE PENALTIES

The Recipient agrees to a penalty of one hundred thousand dollars ($100,000.00 USD) per occurrence of any improper disclosure under the terms of this Agreement.

All parties to this Agreement will be held accountable for their actions. Please note that we do not give legal, tax, or professional advice of any kind. We simply provide information and private services for private people. We are not responsible for any content that our members post themselves, and the members are liable for their own content.

III. UNAUTHORIZED DISCLOSURE - INJUNCTION

If the Recipient discloses or threatens to disclose Confidential Information in violation of this Agreement, the Owner may seek an injunction to restrain the Recipient from disclosing the information. The Owner may pursue other remedies, including claims for damages. The Recipient agrees to an injunction by private arbitration for any improper disclosure.

IV. NON-CIRCUMVENTION.

For an indefinite period after the Agreement's signature date, the Recipient will not do business with, solicit any business contacts referred by the Owner, or use any information or intellectual property provided by the Owner to circumvent the Owner's profit without written approval. If circumvention occurs, the Owner is entitled to any commissions due under this Agreement.

V. RETURN OF CONFIDENTIAL INFORMATION.

Upon the Owner's written request, the Recipient shall return all written materials containing Confidential Information and provide written statements certifying that all materials have been returned within ten (10) days of receipt.

VI. RELATIONSHIP OF PARTIES

This Agreement does not obligate either party to purchase any services or items from the other, or commercially offer any products using the Confidential Information. The Agreement does not create an agency, partnership, or joint venture. If a party is a public agent, any breach of the Agreement by the agent binds the public office they represent.

VII. NO WARRANTY

The Confidential Information is provided on an "AS IS" basis, and the Owner makes no warranties, express or implied, including any implied warranties of merchantability and fitness for a particular purpose. The Owner shall not be liable for any direct, indirect, special, or consequential damages arising from the use of any portion of the Confidential Information. Any actions taken by the Recipient in response to the disclosure of the Confidential Information shall be solely at the risk of the Recipient.

VIII. LIMITED LICENSE TO USE

The Recipient shall not acquire any intellectual property rights under this Agreement except for the limited right to use as set forth above. The Confidential Information and all related copyrights and other intellectual property rights are the property of the Owner, except for any property granted to the Recipient for their private use, even if suggestions, comments, and/or ideas made by the Recipient are incorporated into the Confidential Information or related materials.

IX. INDEMNITY

Each party agrees to defend, indemnify, and hold harmless the other party and its officers, directors, agents, affiliates, representatives, and employees from any and all third-party claims, demands, liabilities, costs and expenses, including reasonable attorney's fees, costs and expenses resulting from a material breach of this Agreement.

X. LEGAL FEES

The prevailing party in any legal action between the parties concerning this Agreement shall be entitled to recover reasonable legal fees and costs.

XI. PENALTIES

The Recipient agrees to penalties of one hundred thousand dollars ($100,000.00 USD) per occurrence for any damages caused by a breach of this Agreement, including financial damages and damages to the liberty of any officer, trustee, interest holder or beneficiary of Owner, due to the highly sensitive nature of the information and intellectual property that is the subject of this Agreement.

XII. TERM.

The obligations of this Agreement shall survive indefinitely from the signature date of this Agreement or until the Owner sends the Recipient written notice releasing the Recipient from this Agreement. After that, the Recipient must continue to protect the Confidential Information that was received during the term of this Agreement from unauthorized use or disclosure indefinitely.

XIII. GENERAL PROVISIONS.

This Agreement sets forth the entire understanding of the parties regarding confidentiality. Any amendments must be in writing and signed by both parties. This Agreement shall be construed exclusively under the law of equity and the common law of the United States of America without the United States. Neither party may assign this Agreement, nor delegate its duties under this Agreement without the prior written consent of the other party. The confidentiality provisions of this Agreement shall remain in full force and effect at all times in accordance with the term of this Agreement. If any provision of this Agreement is held to be invalid, illegal or unenforceable, the remaining portions of this Agreement shall remain in full force and effect and construed so as to best effectuate the original intent and purpose of this Agreement.

XIV. SIGNATORIES.

This Agreement shall be executed by the Trustee on behalf of Numeratus.us LLC and of the date first written above.

These terms may be changed at any time without notice.

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