1. Introduction & Acceptance of Terms

Welcome to Nestuge! We are thrilled to have you here. At Nestuge, our mission is to empower digital creators, coaches, educators, community leaders, and brands to monetize their expertise, deliver digital products and services, manage memberships, and earn from their audience. When we say "we," "our," "us," or "Nestuge," we refer to Nestuge, Inc., its subsidiaries, holding entities, and operational teams globally, with its primary operational base situated in the Federal Republic of Nigeria.

These Terms of Service ("Terms") set forth the legally binding terms and conditions for your access to and use of nestuge.com, associated web applications, mobile interfaces, storefront hubs, shop interfaces, wallet infrastructure, AI tools, and payment services (collectively, the "Platform" or "Services").

By registering an account, creating a storefront, purchasing a digital product or membership, utilizing our AI Assistant (‘Ask Ella’), submitting identity documentation, or interacting with Nestuge in any capacity, you ("User", "Creator", or "Customer") agree to be bound by these Terms, as well as our Privacy Policy and operational guidelines. If you do not agree to these Terms in their entirety, you must immediately cease accessing or using Nestuge.

2. Role of Nestuge and Relationship of the Parties

Nestuge is a Software-as-a-Service (SaaS) and technology platform provider only. Nestuge provides creators ("Creators") with technical infrastructure, hosting, and payment-processing facilitation tools to enable Creators to offer, distribute, and sell their digital products, services, or content directly to end-users ("Customers").

When a Customer purchases or accesses a digital product or service via Nestuge, the transaction, purchase agreement, and any applicable transfer of rights or permissions are formed directly between the Creator and the Customer. Nestuge is not a party to any contract, transaction, or transfer of rights between Creators and Customers. Nestuge does not own, acquire, buy, resell, license, sub-license, or hold any title, copyright, or proprietary rights in or to the digital products, content, or intellectual property uploaded, listed, or sold by Creators on the platform. Nestuge is neither a merchant of record nor an IP licensor/licensee.

Creators retain 100% ownership of all intellectual property rights in their products and content. By uploading content to the platform, Creators grant Nestuge a non-exclusive, worldwide, royalty-free, limited technical license solely to host, store, display, and transmit the content for the technical purpose of facilitating the Creator’s sales to Customers through the platform.

Nestuge operates strictly as an agent for the collection and payout of proceeds on behalf of the Creator. Any processing fees, service charges, or commissions retained by Nestuge represent payment for the provision of SaaS technology, hosting, and payment facilitation services, and shall not be construed as proceeds from the exploitation, sale, or licensing of intellectual property.

3. Account Eligibility & KYC Verification Process

To create an account or purchase products on Nestuge, you must be at least 18 years old or the legal age of majority in your jurisdiction. Minors aged 13 to 17 may only use Nestuge under the direct supervision and legal responsibility of a parent or guardian.

To make onboarding faster, improve account security, and keep the platform safe for everyone, Nestuge has implemented a simplified two-step verification process for all creators:

Step 1 (Identity Verification): Creators verify their legal identity by submitting a valid government-issued identification document (e.g., NIN, Driver’s License, Passport, or Voter’s Card) and a live biometric selfie photograph.

Step 2 (Brand Verification): Creators provide brand and business details, complete operational background questions, and configure their designated payout account.

Full withdrawal privileges from your Nestuge Wallet to external bank accounts remain restricted until both Identity Verification and Brand Verification are completed and approved.

4. Artificial Intelligence Governance & Integration

Nestuge integrates artificial intelligence, machine learning, automated decision-making engines, and third-party algorithmic tools (collectively, "AI Systems") across various platform operations. By accessing or using the Platform, you expressly consent to the processing, analysis, and automated evaluation of your submitted data, documents, biometrics, text, and media by Nestuge and its authorized third-party service providers.

All output, responses, recommendations, automated decisions, or guidance generated by Nestuge’s AI Systems are provided strictly for general informational, navigational, operational, or preliminary processing purposes. AI Systems do not constitute binding legal, financial, accounting, tax, or professional compliance advice. Output generated by AI Systems shall not amend these Terms, modify platform fee schedules, alter settlement timelines, or override official written communications from Nestuge Management.

5. AI System Technical Limitations & Data Security

You acknowledge that AI Systems are inherently subject to technical limitations, algorithmic margins of error, potential inaccuracies, latency, or incorrect outputs ("hallucinations"). Nestuge makes no representations, warranties, or guarantees regarding the accuracy, completeness, reliability, or timeliness of any AI-generated output or automated decision. Users agree not to input unencrypted passwords, sensitive financial credentials, highly confidential business records, trade secrets, or protected health data into any platform AI interface.

6. Human Review Rights & AI Limitation of Liability

Where an automated AI system makes a decision that materially restricts your account, rejects verification documentation, or limits service access, you retain the right to request a manual human review by contacting support@nestuge.com.

LIMITATION OF LIABILITY (AI SYSTEMS): TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, NESTUGE, ITS AFFILIATES, OFFICERS, DIRECTORS, EMPLOYEES, AGENTS, AND THIRD-PARTY AI VENDORS SHALL NOT BE LIABLE FOR ANY DIRECT, INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL, OR PUNITIVE DAMAGES, FINANCIAL DISCREPANCIES, BUSINESS INTERRUPTION, LOSS OF DATA, OR LOSS OF PROFITS ARISING OUT OF OR IN CONNECTION WITH YOUR RELIANCE ON, USE OF, OR AUTOMATED DECISIONS MADE BY ANY AI SYSTEMS INTEGRATED INTO THE PLATFORM, NOW OR IN THE FUTURE.

7. Creator Account Tier Structure

All verified creators on Nestuge are placed into Account Tiers. Your Account Tier determines your operational capabilities, security limits, and financial parameters on the platform, including:

Maximum Product Pricing Cap: The maximum price limit you can assign to a single payment plan for any product, service, consultation, or subscription.

Withdrawal & Payout Limits: The maximum dollar amount you can withdraw from your wallet per single payout transaction and within a given time period (e.g., daily or monthly cumulative withdrawal caps).

Nestuge reserves the right to regulate the scope of Creators’ accounts regardless of the tier categorization.

CRITICAL TIER GUARANTEE — UNCAPPED SALES & EARNINGS GUARANTEE: YOUR SALES VOLUME AND GROSS EARNINGS ARE NEVER CAPPED ON NESTUGE. CUSTOMERS CAN CONTINUE PURCHASING YOUR PRODUCTS AND SERVICES WITHOUT INTERRUPTION, REGARDLESS OF YOUR CURRENT ACCOUNT TIER.

8. Initial Withdrawal Waiting Period

To prevent fraudulent sales and protect the platform ecosystem, newly created creator brands are subject to a mandatory, one-time 7-day waiting period before their initial wallet withdrawal can be executed.

During this 7-day period, creators can sell products, onboard customers, and collect payments immediately without restriction. Your Nestuge Wallet dashboard will display the precise calendar date on which your accumulated balance becomes available for payout.

9. Platform Fees & Billing Structure

Creating an account on Nestuge is free! However, we charge operational fees based on account usage and billing plans as detailed below:

Commission Fee: A percentage fee charged on successful transactions. Varies by plan tier, currency conversion involvement, and customer region.

Usage Fee: Charged for resource consumption exceeding base tier allocations, including high-volume storage, bandwidth, and automated actions.

Payout Fee: A small processing fee applied when withdrawing funds from your Nestuge wallet to an external payout account, varying by payout method.

Subscription Fee: Charged for paid billing plans on a monthly, biannual, or annual recurring basis. Non-refundable once billed.

All fees are exclusive of applicable indirect taxes (such as VAT or sales tax), which may be added at checkout. Transaction fee breakdowns are accessible via your Creator Dashboard.

10. Payments, Multi-Currency Wallet & Settlement Rules

Creators accept one-time, recurring, or custom payments through Nestuge payment processors. Nestuge provides currency conversion at competitive market rates.

Funds are processed within 1 to 7 days and credited to your Nestuge wallet in USD (or functional local currency such as NGN in Nigeria), calculated using the exchange rate on the settlement date. Wallet withdrawals are typically processed within 24 hours to local bank accounts (via NIBSS in Nigeria) or international payout rails, subject to account tier limits and compliance verification.

While Nestuge endeavors to process creator wallet withdrawal requests within seventy-two (72) hours, this timeframe is an operational estimate and is not guaranteed. Withdrawal processing times may be extended or delayed due to routine compliance reviews, automated risk assessments, identity re-verification, anti-money laundering (AML) checks, public holidays, network congestion, or processing delays by third-party banking partners and payout channels. Nestuge disclaims all liability for any financial losses, cash flow disruptions, or damages resulting from delays in processing withdrawal requests beyond the standard 72-hour period.

In cases of payout error or overpayment, Nestuge reserves the right to deduct overpaid amounts from active balances or set off future earnings.

11. Compliance Actions & Immediate Account Restrictions

To protect Nestuge, banking partners, payment networks, and customers from fraud and legal risk, Nestuge enforces compliance monitoring.

MANDATORY COMPLIANCE CLAUSE — NESTUGE RESERVES THE EXPLICIT LEGAL RIGHT TO TAKE COMPLIANCE ACTIONS AGAINST CREATOR ACCOUNTS WITHOUT PRIOR NOTICE. THIS INCLUDES RESTRICTING ACCOUNT ACCESS, SUSPENDING STOREFRONTS, PAUSING OR FREEZING WALLET BALANCES, HOLDING PAYOUTS, CANCELING TRANSACTIONS, OR TERMINATING ACCOUNTS IMMEDIATELY.

Grounds for action without notice include, but are not limited to:

(a) suspicion of fraud, money laundering, or illegal activity;

(b) spikes in transaction disputes or chargebacks exceeding network rules;

(c) selling prohibited products listed in Clause 13; or

(d) regulatory directives from Central Banks (e.g. CBN) or law enforcement.

Suspended account funds may be held in reserve for up to 180 days to cover potential dispute liabilities.

12. Wallet Withholding, Breach Penalties & Forfeiture

Where a Creator is found or reasonably determined by Nestuge to have breached any provision of these Terms—most notably including, but not limited to, the promotion, offering, hosting, or sale of any items specified under Clause 13 (Prohibited Products, Services & Content Policy)—Nestuge retains the explicit, legal right to immediately withhold any and all monies, pending revenues, or accumulated balances held in the Creator’s Nestuge Wallet.

Furthermore, the Creator shall completely and irrevocably forfeit all such withheld funds to Nestuge, and Nestuge shall have no obligation to disburse such funds, EXCEPT to the limited extent that the Creator can conclusively prove, through clear, verifiable documentary evidence submitted to support@nestuge.com, that the specific withheld funds (or any identifiable portion thereof) were earned entirely through legitimate, non-breaching platform activities wholly unrelated to the Creator’s involvement in the prohibited activity or breach.

The burden of proof rests solely and exclusively upon the Creator. Any funds forfeited under this section may be used by Nestuge to cover operational audit costs, remediate platform damages, indemnify affected purchasers, cover payment network penalties, or be remitted to regulatory authorities as required by applicable law.

Notwithstanding the forfeiture, Nestuge reserves the right to pursue further claims against the Creator in damages as may be available under the law.

13. Prohibited Products, Services & Content Policy

Creators are strictly prohibited from selling, hosting, or promoting any of the following prohibited categories on Nestuge:

• Dating or match-making activities;
• Gambling Sports betting or forecasting;
• Cryptocurrency;
• Internet gambling;
• Pyramid and Ponzi schemes;
• Forex trading;
• “Get-rich-quick” schemes including investment opportunities;
• Multi-level marketing services offering commission or recruitment-based sales;
• Fundraising and crowdfunding activities of any types;
• Charity sweepstakes and raffles;
• Adult content and services;
• Debt settlement, debt negotiation, and debt consolidation;
• Government services without the requisite authorization;
• Identity services;
• Products and services that infringe on intellectual property rights;
• Legal services such as bankruptcy law, bail bond services, law firms collecting funds for purposes other than legal service fee payment;
• Lending and credit including loan services, loan repayment, credit monitoring and counselling services;
• Illicit substances and hard drugs;
• Any products or services connected with weapons, firearms, explosives and dangerous materials;
• Cyberlocker and file-sharing services;
• Capital market services.
• Violent Extremism oriented content

14. Risk Assessment Prerogative

Nestuge reserves the right, at its sole and absolute discretion, to review, inspect, and investigate any product, service, digital asset, or content offering hosted, promoted, or sold on the Platform, regardless of whether it is explicitly listed under Clause 13.

If Nestuge determines that an offering presents an unacceptable level of operational, financial, legal, reputational, or payment processor risk—or otherwise threatens the integrity and compliance standing of the Platform—Nestuge reserves the right to take immediate compliance action. Such actions may include, but are not limited to, removing the offering, restricting storefront functionality, withholding or freezing wallet balances, suspending payouts, or terminating the creator’s account without prior notice.

15. Product Description Standards & Refund Liabilities

To eliminate ambiguity and prevent fraudulent claims, creators are required to provide complete, unambiguous, and accurate descriptions for every product, service, or membership listed on Nestuge. Descriptions must explicitly state:

Scope & Deliverables: Exact file formats, page counts, video runtimes, access duration, or meeting frequencies.

Target Outcome & Value: Specific skills, templates, tools, or knowledge transferred (excluding earnings guarantees).

Technical & System Prerequisites: Required software, operating systems, or prior knowledge needed to utilize the material.

If a customer demonstrates that the delivered product materially deviates from the creator’s written listing description (e.g., missing key modules, broken files, wrong media formats), the creator must issue a full refund upon demand. However, if the delivered product fully satisfies the listing description and the customer has opened, streamed, accessed, or downloaded the digital assets, the customer is strictly NOT entitled to a refund. Buyer’s remorse, change of mind, or failure to read prerequisites does not constitute grounds for a refund.

Due to the irrecoverable nature of digital downloads and instant content listings, including eBooks, templates, code, preset packs, et cetera, except where otherwise guaranteed by the creator per their refund policy, sales are non-refundable once the download link is generated or accessed, provided the asset matches the product description and functions technically.

16. Memberships, Recurring Subscriptions & Physical Goods

Customers can cancel recurring subscriptions anytime via dashboard to halt future billing cycles. Payments already processed for an ongoing billing cycle (monthly/annual) are non-refundable. Access remains active through the end of the paid cycle.

For physical merch or bundled goods, refunds/exchanges require returning physical items in unopened, original condition within 14 days. Shipping costs are non-refundable unless items arrive damaged or defective.

Creators can copy, adapt, and publish the sample refund policy on their dashboard, provided that any adaptations or modifications do not contradict Nestuge’s general Terms of Service, including the standard refund policy.

17. Chargebacks & Dispute Liabilities

In the event of a chargeback or payment reversal, the creator, subject to their reserved right to dispute chargebacks in accordance with the applicable refund policy, is strictly and fully liable for the disputed amount plus network dispute penalty fees. Nestuge is authorized to deduct dispute fees and chargeback funds directly from creator active wallet balances, pending earnings, or connected payout accounts.

18. API, Third-Party Services & Integrations

The Platform integrates with external APIs, payment processors, identity verification systems, and cloud providers. Nestuge does not control and is not responsible for the uptime, availability, security, or performance of any third-party services.

Subject to compliance with these Terms, Nestuge grants creators a limited, non-exclusive, non-transferable, revocable license to access and use Nestuge APIs solely to integrate platform functionalities into their operations.

Nestuge reserves the right to modify, rate-limit, suspend, or deprecate any API or third-party integration at any time without liability.

19. Tax Compliance & Marketplace Facilitator Rules

Creators are solely responsible for determining, calculating, collecting, and remitting all applicable local and foreign taxes on earnings. Nestuge operates out in multiple jurisdictions where diverse sets of tax obligations exist. Where mandated by foreign Marketplace Facilitator laws, Nestuge will collect and remit indirect taxes at checkout.

20. Hubs & Community Platform Rules

Nestuge Hubs and community spaces are provided to facilitate collaboration, learning, and engagement. Creators and members are strictly responsible for all interaction, discussion, and content shared within their Hubs.

Users must not post, upload, or transmit content that is abusive, defamatory, harassing, discriminatory, sexually explicit, or violative of third-party intellectual property rights. Creators are solely responsible for moderating their respective Hubs, managing member access, and ensuring that their communities comply with Nestuge’s Acceptable Use Policy.

Nestuge regulates all private or public Hub discussions but retains the right, at its sole discretion, to remove non-compliant content, restrict abusive members, or shut down any Hub that violates platform guidelines or poses legal risks. Furthermore, Nestuge shall not be responsible for any liabilities or damages arising from a lapse in its monitoring activities.

21. Content Ownership & Marketing Consent

You retain ownership of all intellectual property created and sold on Nestuge. You grant Nestuge a non-exclusive license to host and display content solely for platform operations.

Creators explicitly grant Nestuge a worldwide, royalty-free license to use their brand names, storefront titles, logos, handles, testimonials, and public performance metrics (e.g., sales benchmarks) across Nestuge marketing campaigns, social channels, case studies, and public leaderboards. For specific cases, Nestuge may provide the option to opt out from an action and revoke consent.

22. Customer Terms, Licenses & Content Disclaimers

Customers receive a limited, non-exclusive, revocable license for personal, non-commercial use of purchased content. Subscriptions can be canceled anytime via customer dashboards. Nestuge makes no warranties regarding creator expertise or content quality.

23. Limitation of Liability & Indemnification

Nestuge is provided ‘as is’ without warranties. Nestuge shall not be liable for indirect, incidental, or consequential damages, or losses resulting from AI tool reliance or compliance restrictions. Users agree to indemnify Nestuge against claims arising from account misuse, terms violations, or tax/dispute liabilities.

24. Governing Law & Operational Base

Nestuge’s primary operational base is in Nigeria. For Nigerian users, these Terms are governed by Nigerian law and subject to Nigerian courts. For international users, these Terms are governed by Delaware law (USA).

25. Account Termination

You may terminate your account at any time by navigating to your account settings or contacting support@nestuge.com. Account termination does not relieve you of outstanding fee obligations, pending chargebacks, or active contractual commitments to your customers.

Nestuge may suspend or terminate your account, storefront access, or wallet services immediately, with or without prior notice, under the following circumstances:

• Violation of these Terms or the Prohibited Products Policy.
• Requests by law enforcement, regulatory bodies, or financial institutions.
• Excessive chargeback ratios or suspected fraudulent activity.
• Extended periods of account inactivity.

26. Prerogative to Change the Terms

Nestuge reserves the exclusive right to modify, update, or replace these Terms at any time at its sole discretion. We will provide notice of material updates by updating the "Last Updated" date at the top of these Terms, posting a notification on the Platform dashboard, or sending an email to your registered email address.

Continued use of or access to the Platform following the posting of any changes constitutes your binding acceptance of the updated Terms. If you do not agree to the revised terms, your sole remedy is to discontinue using Nestuge.