Terms of Service

These Terms of Service ("Terms," "Agreement") constitute a legally binding agreement between you ("you," "your," or "User") and Lucentra LLC ("we," "us," "our," or "Company") governing your access to and use of our website, services, products, and platforms (collectively, the "Services").

1. Acceptance of Terms

1.1 Agreement to Terms

By accessing or using our Services, you confirm that you are at least 18 years of age or the age of legal majority in your jurisdiction, and that you have the legal capacity to enter into a binding agreement. If you are accessing or using the Services on behalf of a company, organization, or other legal entity, you represent and warrant that you have the authority to bind such entity to these Terms.

1.2 Modifications to Terms

We reserve the right to modify, amend, or update these Terms at any time at our sole discretion. Material changes will be communicated through email notification, website posting, or other reasonable means. The "Last Updated" date at the top of this Agreement indicates when the Terms were last revised. Your continued use of the Services after any modifications constitutes your acceptance of the revised Terms. If you do not agree to the modified Terms, you must discontinue use of the Services immediately.

1.3 Additional Terms

Certain features, services, or products may be subject to additional terms, conditions, guidelines, or policies ("Additional Terms"). In the event of a conflict between these Terms and any Additional Terms, the Additional Terms shall prevail with respect to those specific features, services, or products.

2. Description of Services

Lucentra LLC is a diversified trading and investment company providing a comprehensive range of services across multiple sectors and industries. Our Services include, but are not limited to:

• Trading and Investment Services: Commodity trading, investment management, and portfolio advisory services
• Strategic Consulting: Market analysis, business development, and strategic planning services
• Supply Chain Solutions: Logistics management, procurement, and supply chain optimization
• Financial Services: Trade finance, risk management, and capital markets expertise
• Digital Platforms: Online tools, resources, and information related to our services

We reserve the right to modify, suspend, or discontinue any aspect of our Services at any time without prior notice or liability. We do not guarantee that our Services will always be available, uninterrupted, secure, or error-free.

3. User Accounts and Responsibilities

3.1 Account Registration

Access to certain Services may require you to create an account. When registering for an account, you agree to:

• Provide accurate, current, and complete information
• Maintain and promptly update your account information
• Maintain the security and confidentiality of your account credentials
• Notify us immediately of any unauthorized access or security breach
• Accept responsibility for all activities that occur under your account

3.2 Account Security

You are solely responsible for maintaining the confidentiality of your account credentials and for all activities that occur under your account. We are not liable for any loss or damage arising from your failure to protect your account information. You agree to immediately notify us of any unauthorized use of your account or any other security breach.

3.3 Prohibited Conduct

You agree not to engage in any of the following prohibited activities:

• Violating any applicable laws, regulations, or third-party rights
• Impersonating any person or entity or falsely representing your affiliation with any person or entity
• Using the Services for any illegal, fraudulent, or unauthorized purpose
• Interfering with or disrupting the Services or servers or networks connected to the Services
• Attempting to gain unauthorized access to any portion of the Services or any systems or networks
• Uploading or transmitting viruses, malware, or any other malicious code
• Collecting or harvesting any information from the Services or other users
• Using automated systems (bots, scrapers, etc.) to access the Services without our express written permission
• Engaging in any activity that could damage, disable, overburden, or impair the Services
• Reverse engineering, decompiling, or disassembling any portion of the Services

3.4 Account Termination

We reserve the right to suspend or terminate your account and access to the Services at any time, with or without cause, and with or without notice, for any violation of these Terms or for any other reason at our sole discretion. Upon termination, your right to use the Services will immediately cease. Provisions of these Terms that by their nature should survive termination shall survive, including but not limited to intellectual property rights, disclaimers, indemnification, and limitations of liability.

4. Intellectual Property Rights

4.1 Our Intellectual Property

All content, features, and functionality of the Services, including but not limited to text, graphics, logos, images, videos, software, data compilations, and the design, selection, and arrangement thereof (collectively, "Content"), are owned by Lucentra LLC, its licensors, or other content providers and are protected by United States and international copyright, trademark, patent, trade secret, and other intellectual property laws.

The Lucentra LLC name, logo, trademarks, and service marks (collectively, the "Marks") are the exclusive property of Lucentra LLC. Nothing in these Terms grants you any right, title, or interest in or to the Content or Marks. You may not use, copy, reproduce, modify, distribute, or create derivative works based on the Content or Marks without our express written permission.

4.2 Limited License

Subject to your compliance with these Terms, we grant you a limited, non-exclusive, non-transferable, non-sublicensable, revocable license to access and use the Services for your personal or internal business purposes. This license does not include any right to:

• Resell, redistribute, or commercialize the Services or Content
• Modify, adapt, or create derivative works based on the Services or Content
• Download or copy Content except as expressly permitted
• Use data mining, robots, or similar data gathering or extraction methods
• Remove, obscure, or alter any proprietary notices on the Services or Content

4.3 User Submissions

If you submit, post, or provide any content, feedback, suggestions, or materials to us (collectively, "User Submissions"), you grant us a worldwide, perpetual, irrevocable, royalty-free, sublicensable, and transferable license to use, reproduce, distribute, prepare derivative works of, display, and perform such User Submissions in connection with the Services and our business operations. You represent and warrant that you have all necessary rights to grant this license and that your User Submissions do not violate any third-party rights or applicable laws.

4.4 Copyright Infringement Claims

We respect the intellectual property rights of others and expect users to do the same. If you believe that any content on our Services infringes your copyright, please contact us with the following information:

• Identification of the copyrighted work claimed to be infringed
• Identification of the allegedly infringing material and its location
• Your contact information (name, address, telephone, email)
• A statement of good faith belief that the use is not authorized
• A statement made under penalty of perjury that the information is accurate
• Your physical or electronic signature

Copyright notices should be sent to: legal@lucentratrg.com

5. Privacy and Data Protection

Your use of the Services is subject to our Privacy Policy, which is incorporated into these Terms by reference. By using the Services, you consent to the collection, use, and disclosure of your information as described in our Privacy Policy. Please review our Privacy Policy to understand how we collect, use, and protect your personal information.

We implement reasonable security measures to protect your information, but we cannot guarantee absolute security. You acknowledge that you provide your information at your own risk and that we are not responsible for any breach of security unless caused by our gross negligence or willful misconduct.

6. Third-Party Services and Links

Our Services may contain links to third-party websites, applications, or services that are not owned, controlled, or operated by us. We are not responsible for the content, privacy policies, or practices of any third-party websites or services. You acknowledge and agree that we shall not be liable for any damage or loss caused by your use of or reliance on any third-party content, products, or services.

We encourage you to review the terms and conditions and privacy policies of any third-party websites or services you visit or use. The inclusion of any link does not imply our endorsement of the linked site or service.

7. Disclaimers and Warranties

7.1 No Warranties

TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, WE DISCLAIM ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO:

• IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT
• WARRANTIES REGARDING THE ACCURACY, RELIABILITY, COMPLETENESS, OR TIMELINESS OF CONTENT
• WARRANTIES THAT THE SERVICES WILL BE UNINTERRUPTED, SECURE, OR ERROR-FREE
• WARRANTIES REGARDING THE QUALITY OF ANY PRODUCTS, SERVICES, OR INFORMATION OBTAINED THROUGH THE SERVICES

7.2 No Professional Advice

The information provided through our Services is for general informational purposes only and should not be construed as professional advice. The Services do not constitute financial, investment, legal, tax, or other professional advice. You should consult with appropriate professionals before making any decisions based on information obtained through the Services.

7.3 No Investment Recommendations

Any information regarding investments, trading strategies, or market analysis provided through the Services is not an offer to sell or a solicitation to buy any security or investment product. Past performance is not indicative of future results. All investments involve risk, and you may lose some or all of your investment.

7.4 Service Availability

We do not warrant that the Services will be available at all times or that access will be uninterrupted or error-free. We may suspend, withdraw, or restrict the availability of all or any part of the Services for business, operational, or technical reasons.

8. Limitation of Liability

8.1 Exclusion of Damages

TO THE MAXIMUM EXTENT PERMITTED BY LAW, IN NO EVENT SHALL WE BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, PUNITIVE, OR EXEMPLARY DAMAGES, INCLUDING BUT NOT LIMITED TO:

• Loss of profits, revenue, or business opportunities
• Loss of data or information
• Loss of goodwill or reputation
• Business interruption or work stoppage
• Cost of substitute services or products
• Personal injury or property damage

THIS LIMITATION APPLIES WHETHER THE ALLEGED LIABILITY IS BASED ON CONTRACT, TORT, NEGLIGENCE, STRICT LIABILITY, OR ANY OTHER BASIS, AND EVEN IF WE HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

8.2 Cap on Liability

TO THE EXTENT PERMITTED BY LAW, OUR TOTAL AGGREGATE LIABILITY TO YOU FOR ALL CLAIMS ARISING OUT OF OR RELATING TO THESE TERMS OR THE SERVICES SHALL NOT EXCEED THE GREATER OF: (A) THE AMOUNT YOU HAVE PAID US IN THE TWELVE (12) MONTHS PRECEDING THE EVENT GIVING RISE TO LIABILITY, OR (B) ONE HUNDRED DOLLARS ($100 USD).

8.3 Jurisdictional Limitations

Some jurisdictions do not allow the exclusion or limitation of certain warranties or damages. In such jurisdictions, our liability shall be limited to the greatest extent permitted by law.

8.4 Basis of the Bargain

You acknowledge and agree that the disclaimers and limitations of liability set forth in these Terms reflect a reasonable and fair allocation of risk between you and us, and that these limitations are an essential basis of our agreement and will survive and apply even if any limited remedy is found to have failed of its essential purpose.

9. Indemnification

You agree to indemnify, defend, and hold harmless Lucentra LLC, its affiliates, subsidiaries, officers, directors, employees, agents, partners, licensors, and service providers (collectively, "Indemnified Parties") from and against any and all claims, liabilities, damages, losses, costs, expenses, fees (including reasonable attorneys' fees), and other charges arising out of or relating to:

• Your access to or use of the Services
• Your violation of these Terms or any applicable law or regulation
• Your violation of any third-party rights, including intellectual property, privacy, or other proprietary rights
• Your User Submissions or any content you provide
• Any false, inaccurate, or misleading information you provide
• Your willful misconduct, negligence, or fraud

We reserve the right to assume the exclusive defense and control of any matter subject to indemnification by you, in which event you will cooperate with us in asserting any available defenses. This indemnification obligation will survive the termination of these Terms and your use of the Services.

10. Dispute Resolution

10.1 Informal Resolution

In the event of any dispute, claim, or controversy arising out of or relating to these Terms or the Services, you agree to first attempt to resolve the dispute informally by contacting us at legal@lucentratrg.com. We will attempt to resolve the dispute informally within sixty (60) days of receiving notice.

10.2 Binding Arbitration

If the dispute cannot be resolved informally, you and Lucentra LLC agree that any dispute, claim, or controversy 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 New York, New York, unless otherwise mutually agreed.

The arbitrator's decision shall be final and binding, and judgment may be entered upon it in any court of competent jurisdiction. The arbitrator shall have the authority to award any relief that would be available in court, except that the arbitrator shall not have the authority to award punitive or exemplary damages.

10.3 Class Action Waiver

YOU AND LUCENTRA LLC AGREE THAT ANY PROCEEDINGS TO RESOLVE DISPUTES SHALL BE CONDUCTED ONLY ON AN INDIVIDUAL BASIS AND NOT IN A CLASS, CONSOLIDATED, OR REPRESENTATIVE ACTION. You and we expressly waive any right to pursue claims on a class or consolidated basis or in a representative capacity.

10.4 Exceptions to Arbitration

Notwithstanding the foregoing, either party may seek equitable relief (including injunctive relief) in any court of competent jurisdiction for:

• Intellectual property infringement or misappropriation
• Violation of confidentiality obligations
• Violation of computer fraud and abuse laws
• Enforcement of arbitration awards

10.5 Time Limitation

You agree that any claim or cause of action arising out of or related to these Terms or the Services must be filed within one (1) year after such claim or cause of action arose, or it shall be forever barred, notwithstanding any statute of limitations or other law to the contrary.

11. Governing Law and Jurisdiction

11.1 Governing Law

These Terms and any dispute arising out of or relating to these Terms or the Services shall be governed by and construed in accordance with the laws of the State of New York and the federal laws of the United States, without regard to conflict of law principles.

11.2 Exclusive Jurisdiction

Subject to the arbitration provisions above, you agree that any legal action or proceeding between you and Lucentra LLC shall be brought exclusively in the state or federal courts located in New York County, New York. You irrevocably consent to the personal jurisdiction and venue of such courts and waive any objection to jurisdiction or venue.

11.3 International Users

If you access the Services from outside the United States, you do so at your own risk and are responsible for compliance with the laws of your jurisdiction. By using the Services, you consent to the transfer of information to the United States and other countries where our servers and service providers are located.

12. Termination

12.1 Termination by Us

We may terminate or suspend your access to the Services immediately, without prior notice or liability, for any reason, including but not limited to:

• Breach of these Terms
• Fraudulent, illegal, or abusive conduct
• Violation of applicable laws or regulations
• Prolonged inactivity
• Request by law enforcement or government agencies
• Discontinuation or material modification of the Services

12.2 Termination by You

You may terminate your account and discontinue use of the Services at any time by contacting us at support@lucentratrg.com. Termination does not relieve you of any obligations incurred prior to termination.

12.3 Effect of Termination

Upon termination:

• Your right to access and use the Services will immediately cease
• We may delete your account and any associated data
• We are not obligated to return any content or data you have provided
• You remain liable for all obligations incurred prior to termination
• Provisions that by their nature should survive will continue to apply

13. General Provisions

13.1 Entire Agreement

These Terms, together with our Privacy Policy and any Additional Terms, constitute the entire agreement between you and Lucentra LLC regarding the Services and supersede all prior or contemporaneous agreements, communications, and proposals, whether oral or written.

13.2 Severability

If any provision of these Terms is found to be invalid, illegal, or unenforceable, the remaining provisions shall continue in full force and effect. The invalid provision shall be modified to the minimum extent necessary to make it valid and enforceable.

13.3 Waiver

Our failure to exercise or enforce any right or provision of these Terms shall not constitute a waiver of such right or provision. No waiver shall be effective unless made in writing and signed by an authorized representative of Lucentra LLC.

13.4 Assignment

You may not assign or transfer these Terms or any rights or obligations hereunder without our prior written consent. We may assign or transfer these Terms, in whole or in part, without restriction. Any attempted assignment in violation of this provision is void.

13.5 No Third-Party Beneficiaries

These Terms are for the benefit of you and Lucentra LLC and are not intended to confer any rights upon any third party, except as expressly provided in the indemnification section.

13.6 Force Majeure

We shall not be liable for any failure or delay in performance due to causes beyond our reasonable control, including but not limited to acts of God, war, terrorism, riots, embargoes, acts of civil or military authorities, fire, floods, accidents, network infrastructure failures, strikes, or shortages of transportation, facilities, fuel, energy, labor, or materials.

13.7 Export Compliance

You agree to comply with all applicable export and import control laws and regulations, including those of the United States. You represent that you are not located in a country subject to U.S. government embargo or designated as a "terrorist supporting" country, and that you are not on any U.S. government list of prohibited or restricted parties.

13.8 Language

These Terms are written in English. Any translations are provided for convenience only. In the event of any conflict between the English version and a translated version, the English version shall prevail.

13.9 Electronic Communications

By using the Services, you consent to receive electronic communications from us. You agree that all agreements, notices, disclosures, and other communications we provide electronically satisfy any legal requirement that such communications be in writing.

14. Contact Information

If you have any questions, concerns, or complaints regarding these Terms of Service, please contact us: