Thank you for your interest in Numeral. Subject to this Terms of Service (“Terms of Service” or “Agreement”), Numeral Two, Inc. d/b/a Numeral (“Numeral”, “us”, “we”, “our”) gives you certain rights and imposes on you certain responsibilities as more fully described below. By accepting this Agreement or by accessing our Service(s) (as defined below), you indicate that you have read, fully understood and agree to be bound by the terms of this Agreement. You acknowledge that this Agreement is a contract between you and Numeral, even though it is electronic and is not physically signed by you and Numeral, and it governs your use of the Services. If you are entering into this Agreement on behalf of a company, business or other legal entity, you represent that you have the authority to bind such entity and its affiliates to this Agreement, in which case the terms “you” or “your” shall refer to such entity and its affiliates. If you do not have such authority, or if you do not agree with this Agreement, you must not accept this Agreement and may not use the Services.
Except as otherwise set forth in this Agreement, Numeral shall have the right to change or add to the terms of this Agreement, including the Numeral Accuracy and Filing Guarantees found at https://www.numeralhq.com/legal/guarantee (the “Numeral Accuracy and Filing Guarantees”) which are incorporated herein this Terms of Service, at any time by providing you with thirty (30) days prior notice either by emailing the email address associated with your account or by posting a notice in the Services or on www.numeralhq.com (the “Site”). The revised Agreement will become effective thirty (30) days after we post or send you notice of such changes. Any use of the Services by you after that date shall constitute your acceptance of this Agreement as modified. If any change to this Agreement is not acceptable to you, your only remedy is to stop using the Services and send a cancellation email to help@numeralhq.com.
In addition, when using certain Services, you will be subject to any additional terms applicable to such services that may be posted on the Service from time to time, including, without limitation, the Privacy Policy located at https://www.numeralhq.com/privacy-policy/. All such terms, if applicable, are incorporated by reference into this Terms of Service.
1. Description of Services; Electronic Filing Services
The “Service(s)” include (i) the Site, (ii) Numeral’s online sales transaction tracking and state sales tax preparation and submission services and related technologies, (iii) any mobile applications that Numeral offers subject to this Terms of Service, (iv) all software made available through either (i), (ii) or (iii), and (v) all data, reports, and content made available through any of the foregoing (collectively, excluding Your Content (as defined below)), such data, reports and content referred to as the (“Content”). Any new features added to or augmenting the Services are also subject to this Agreement.
By engaging in the Services, you authorize Numeral and its authorized representatives to act as your attorney-in-fact solely for the purpose of performing the Services. This right does not authorize us to take legal action, collect refunds, receive funds on your behalf, or bind you to any settlement or tax liability without your express written consent. This authorization remains in effect for the duration of your use of the Services.
If Numeral is filing your sales tax application electronically, your information will be converted to and stored in a standardized format, and then transmitted to the state agency you designate. You are responsible for verifying the status of your tax return application to confirm that it has been received and accepted by the appropriate state agency and, if necessary, for filing it manually. You are responsible for the information on any tax return you direct the Services to file on your behalf. In accordance with applicable laws, Numeral may be required to retain copies of your tax return or supporting documents for a prescribed period. You may request a copy of any tax return prepared on your behalf for your records.
Numeral may, if required by a state agency in connection with the electronic filing of your tax return, provide to the state agency certain personal information, including the Internet Protocol (IP) address of the computer from which the application originated and whether the email address of the person electronically filing the return has been collected. By using the Services to prepare and submit your tax return, you consent to the disclosure to the appropriate state agency of all information relating to your use of the Services.
You are responsible for maintaining sufficient funds in your bank account to pay your sales tax obligation. Should there be insufficient funds to cover the sales tax amount due, Numeral will cancel your enrollment and will not be responsible for the filing of your sales tax return or remittance of the amount owed.
The completion of your tax return may vary due to technical problems with Numeral’s systems or your failure to provide all the necessary information to submit your tax return. For any of these or other reasons, Numeral may not be able to submit your tax return in a timely manner, or at all.
2. Access and Use
Subject to the terms and conditions of this Agreement, you may use the Services solely to track online transactions associated with sales and prepare and submit documents you decide are necessary or required for the purposes of remitting state sales taxes. Numeral reserves the right to refuse to make the Services available to you or to provide the Services to you for any reason in its discretion. You agree to reasonably cooperate with Numeral in all matters relating to the Services. If Numeral’s performance of its obligations under this Agreement is prevented or delayed by any act or omission of you or your agents, subcontractors, consultants, or employees, Numeral shall not be deemed in breach of its obligations under this Agreement or otherwise liable for any costs, charges, or losses sustained or incurred by you, in each case, to the extent arising directly or indirectly from such prevention or delay.
You are not licensed or permitted under this Agreement to do any of the following:
· attempt to access any other Numeral systems, programs or data other than the Services;
· use the Services in any unlawful manner (including without limitation in violation of any data, privacy or export control laws);
· work around any technical limitations in the Services, use any tool to enable features or functionalities that are otherwise disabled in the Services, or decompile, disassemble, or otherwise reverse engineer the Services except to the extent permitted by applicable law;
· sublicense, resell, rent, lease, transfer, assign, time share or otherwise commercially exploit or make the Services available to any third party;
· perform or attempt to perform any actions that would interfere with the proper working of the Services, prevent access to or the use of the Services by Numeral’s other licensees or customers, or impose an unreasonable or disproportionately large load on Numeral’s infrastructure; or
· otherwise use or otherwise exploit the Services except as expressly allowed under this Section 2.
Furthermore, you may not use the Services in a manner that involves:
· distributing any virus, time bomb, malicious software or other harmful or disruptive program or code through the services;
· infringing or violating the rights of any third party, including rights of privacy, copyright laws, or other intellectual property rights;
· behaving in any obscene, offensive, pornographic, fraudulent, deceptive, defamatory, threatening, harassing, abusive, slanderous, or hateful manner as determined by Numeral in its sole discretion; or
· deliberately misleading anyone as to your identity, impersonating another, or falsely identifying the source of any information.
3. Reservation of Rights and Ownership; Your Content
Numeral reserves all rights not expressly granted to you in this Agreement. The Services are protected by copyright, trade secret and other intellectual property laws. This Agreement does not grant you any rights to trademarks, service marks, or any other intellectual property of Numeral or any third party other than as expressly provided in this Agreement. You shall not remove, alter or obscure any copyright, trademark, service mark or other proprietary rights notices incorporated in or accompanying any the Service.
You are solely responsible for all data, information, feedback, suggestions, text, content and other materials that you upload, post, deliver, provide or otherwise transmit or store (hereafter “post(ing)”) in connection with or relating to the Services (“Your Content”). You expressly authorize Numeral to use Your Content to provide the Services. You acknowledge that Your Content not being true, accurate, and complete may lead to results that are inaccurate or, that if submitted in tax returns, may give rise to a violation of applicable law. Notwithstanding anything to the contrary, Numeral shall have the right to collect and analyze data and other information relating to the Services and related systems and technologies (including, without limitation, information concerning Your Content and data derived therefrom), and Numeral will be free (during and after the term of this Agreement) to (i) use Your Content to improve and enhance the Services and for other development, diagnostic and corrective purposes in connection with the Services and other Numeral offerings, and (ii) disclose Your Content solely in aggregate or other de-identified form in connection with Numeral’s business. Such aggregated and de-identified data no longer falls within the definition of Your Content.
Numeral has the right, but not the obligation, to monitor the Services, Content, or Your Content. You further agree that Numeral may remove or disable any Content or Your Content at any time for any reason (including, but not limited to, upon receipt of claims or allegations from third parties or authorities relating to such content), or for no reason at all. Numeral in performing the Services may (i) transmit Content and Your Content unencrypted over various networks; and (ii) transmit Content and Your Content to Numeral’s third-party vendors and hosting partners who provide the necessary hardware, software, networking, storage, and related technology required to operate and maintain the Services.
If Numeral believes that criminal activity has occurred, Numeral reserves the right to, except to the extent prohibited by applicable law, disclose any information or materials on or in the Services, including Your Content, in Numeral’s possession in connection with your use of the Services, to (i) comply with applicable laws, legal process or governmental request, (ii) enforce this Agreement, (iii) respond to any claims that Your Content violates the rights of third parties, (iv) respond to your requests for customer service, or (v) protect the rights, property, or personal safety of Numeral, its users or the public, and all enforcement or other government officials, as Numeral in its sole discretion believes to be necessary or appropriate.
Unless expressly agreed to by Numeral in writing elsewhere, Numeral has no obligation to store any of Your Content. Numeral has no responsibility or liability for the deletion or accuracy of any Content, as well as Your Content; the failure to store, transmit, or receive transmission of Content; or the security, privacy, storage, or transmission of other communications originating with or involving use of the Service. Certain features and functionality of the Service may enable you to specify the level at which the Service restricts access to Your Content. In such cases, you are solely responsible for applying the appropriate level of access to Your Content. If you do not choose a level of access, the system may default to its most permissive setting.
You shall be responsible for obtaining and maintaining any equipment and ancillary services needed to connect to, access or otherwise use the Services, including, without limitation, modems, hardware, server, software, operating system, networking, web servers, long distance and local telephone service (collectively, “Equipment”). You shall be responsible for ensuring that such Equipment is compatible with the Services and complies with all configurations and specifications set forth in Numeral’s published policies then in effect. You bear sole responsibility for adequate security and protection of Your Content when in your possession and for the backup of Your Content.
4. Rights You Grant to Us
Your Content may include information, data, passwords, usernames, PINs, other log-in information, and materials (“Account Information”). The authorization to use Your Content to provide the Services in Section 3 expressly includes the right for Numeral to access and use the Account Information, on your behalf as your agent, and to configure the Services so that they are compatible with the associated third-party sites. Numeral may use and store the content in accordance with this Agreement and our Privacy Policy. You represent that you are entitled to submit Account Information to Numeral for use of this purpose, without any obligation by Numeral to pay any fees or be subject to any restrictions or limitations. For purposes of this Agreement and solely to access and use the Account Information as part of the Services, you grant Numeral a limited power of attorney, and appoint Numeral as your attorney-in-fact and agent, to access third-party sites and retrieve information (such information part of Your Content and not Account Information) with the full power and authority to do and perform each thing necessary in connection with such activities, as you could do in person. YOU ACKNOWLEDGE AND AGREE THAT WHEN NUMERAL IS ACCESSING AND RETRIEVING INFORMATION FROM THIRD-PARTY SITES, NUMERAL IS ACTING AS YOUR AGENT. You understand and agree that the Services are not sponsored or endorsed by any third parties whose services are accessible through the Services. Numeral is not responsible for any payment processing errors or fees or other Services related issues that may arise from inaccurate Account Information.
5. Feedback
You may provide to Numeral, including through mechanisms provided in the Services, feedback, suggestions, and ideas, about the Numeral online products and services (“Feedback”). You hereby grant Numeral a perpetual, worldwide, fully transferable, irrevocable, royalty-free license to use, reproduce, modify, create derivative works from, distribute and display the Feedback in any manner for any purpose.
6. Acknowledgement
You acknowledge that the Services provided by Numeral involve the filing of sales tax returns based solely on information you provide. Numeral and its personnel and affiliates are not lawyers, accountants, or tax advisors and are not providing any legal services, legal advice, tax advice, or guidance, and nothing in the Agreement shall be interpreted to mean that Numeral or its personnel or affiliates are providing such services or advice. If you have any questions regarding this provision, you should seek independent legal counsel.
7. Third-Party Services
In connection with the promotion or your use of the Services, the Services may enable linking with, or otherwise make you aware of various third-party services, products, and websites (“Third-Party Services”). These Third-Party Services may include tax return preparation, refund processing, professional tax review and audit defense, among others. If you decide to use Third-Party Services, you are responsible for reviewing and understanding the terms and conditions governing any Third-Party Services. To take advantage of features and capabilities related to linked Third-Party Services, we may ask you to authenticate, register for or log into Third-Party Services through the Service or on the websites of their respective providers. Any information obtained from the Third-Party Services by the Services will be deemed Your Content. For more information about the implications of activating these Third-Party Services and Numeral’s use, storage and disclosure of information related to you and your use of Third-Party Services within Numeral, please see our Privacy Policy at https://www.numeralhq.com/privacy-policy. However, please remember that the manner in which Third-Party Services use, store and disclose your information is governed solely by the policies of such third parties. You agree that the third-party provider, and not Numeral, is solely responsible for the performance of the Third-Party Services. Numeral has no control over, is not responsible for, does not endorse, and does not make any representations or warranties regarding the Third-Party Services. The Services enabling linking with, or otherwise making you aware of Third-Party Services is not and does not imply an affiliation, sponsorship, endorsement, approval, investigation, verification or monitoring by Numeral or its Suppliers (defined below) of any information contained in any Third-Party Services. You access these Third-Party Services at your own risk.
8. Payment and Collection
8.1 Services Fees. To the extent the Services or any portion thereof are made available for any fees or charges (each, a “Service Fee”), you will be required to select a payment plan and provide Numeral information regarding your credit card or other payment instrument. By selecting a payment plan and providing Numeral information regarding your credit card or other payment instrument, you represent and warrant to Numeral that such information is true, accurate, and complete, that you are authorized to use the credit card or other payment instrument, and you hereby authorize Numeral to store this credit card or other payment instrument, including the card number, expiration date, and associated contact information, for current and future charges of any applicable Service Fees for the Services provided by Numeral. You shall pay all Service Fees in accordance with the fees, charges and billing terms in effect at the time any Service Fees are due and payable.
We use one or more third-party service providers for payment services (e.g., card acceptance, merchant settlement, and related services) (“Payment Service Provider”). Please note that online payment transactions may be subject to validation checks by our Payment Service Provider and your card issuer, and we are not responsible if your card issuer declines to authorize payment for any reason. For your protection, our Payment Service Provider uses various fraud prevention protocols and industry standard verification systems to reduce fraud and you authorize it to verify and authenticate your payment information. Your card issuer may charge you an online handling fee or processing fee. We are not responsible for this. In some jurisdictions, our Payment Service Provider may use third parties under strict confidentiality and data protection requirements for the purposes of payment processing services.
You will promptly update your Account Information with any changes (for example, a change in your billing address or credit card expiration date) that may occur. Numeral may participate in the account updater services offered through the card networks. If the card issuer of your credit card or other payment instrument participates in the account updater services offered through the card networks, you acknowledge and agree that your credit card or other payment instrument and related payment instrument information may automatically be updated from time to time and the authorization provided by you hereunder will apply to your credit card or other payment instrument and related payment instrument information, as the same may be updated from time to time.
By providing us and/or our Payment Service Provider your payment information, you agree that we and/or our Payment Service Provider is authorized to immediately charge you for all Service Fees due and payable to us hereunder and that no additional notice or consent is required. You shall immediately notify us and/or our Payment Service Provider of any change in your payment information to maintain its completeness and accuracy. We reserve the right at any time to change our prices and billing methods in our sole discretion. If Numeral does change the Service Fees, Numeral will provide notice of the change in an email to you at least 14 days before the change is to take effect. Except as otherwise set forth in the preceding sentence, Numeral shall have the right to change or add to this Section 8 by providing you with thirty (30) days’ prior notice by emailing the email address associated with your account. The revised terms will become effective thirty (30) days after Numeral sends you notice of such changes. You agree to have sufficient funds or credit available upon the selection of a billing plan to ensure that the purchase price is collectible by us. Your failure to provide accurate payment information to us and/or our Payment Service Provider, as applicable, or our inability to collect payment constitutes your material breach of this Agreement. Except as expressly set forth in this Agreement, all Service Fees for the Service are non-refundable. A description of the Service Fees is available at https://www.numeralhq.com/pricing. You will be responsible for, and hereby authorize Numeral to charge your credit card or other payment instrument for, all sales, use, and excise taxes, and any other similar taxes, duties, and charges of any kind imposed by any federal, state, or local government entity on any Service Fees. All charges will be made in U.S. dollars.
We offer refunds for any Services that are canceled within a reasonable timeframe (typically within 14 days of purchase). Refunds are issued to the original form of payment within 5–10 business days after review and approval. Services that have been fully completed, submitted to tax authorities, or where substantial work has already been performed may not be eligible for a refund. To request a refund, please contact us at help@numeralhq.com with your service details and reason for the request.
8.2 Subscriptions. If you purchase access to certain features and functionality of the Services on a time-limited basis (a “Subscription”), the applicable Service Fees (“Service Subscription Fee”) for each term of such Subscription (“Subscription Term”) will be billed at the start of such Subscription Term, or otherwise in accordance with your elections at the time of purchase. We reserve the right to change the timing of our billing. We reserve the right to change the Service Subscription Fee pricing at any time in accordance with Section 20.6 (Agreement Updates). If changes to the Service Subscription Fee occur that impact your Subscription, we will use commercially reasonable efforts to notify you, such as by sending an email to the email address associated with your account. If you do not agree with such changes, you may cancel your Subscription as set forth in this Section 8.2.
If you elect to purchase a Subscription, your Subscription will continue and automatically renew for an additional Subscription Term at the expiration of the then-current Subscription Term, at our then-current price for such Subscription, until terminated in accordance with this Agreement. By subscribing, you authorize us to charge the payment method designated in your account now, and again at the beginning of any subsequent Subscription Term. Upon renewal of your Subscription, if we do not receive payment, (i) you shall pay all amounts due on your account upon demand and/or (ii) you agree that we may either terminate or suspend your Subscription and continue to attempt to charge your designated payment method until payment is received. Upon receipt of payment, your account will be activated and for purposes of automatic renewal, your new Subscription commitment period will begin as of the day payment was received.
If you purchased your Subscription directly from us, you may cancel your Subscription through methods provided in your account. If you do not wish your account to renew automatically, or if you want to change or terminate your Subscription, you must contact us at help@numeralhq.com, or effect such change or termination through your account.
If you cancel your Subscription, you may use your Subscription until the end of your then-current Subscription term; your Subscription will not be renewed after your then-current Subscription Term expires. However, except as set forth in this Section 8.2, you will not be eligible for a prorated refund of any portion of the Service Subscription Fee paid for the then-current Subscription Term.
We will honor all additional statutory rights to which you may be entitled. If you believe you are entitled to additional rights, including the right to a refund, under the laws of your state, please contact us.
8.3 Taxes. The Service Fees do not include any Sales Tax (defined below) that may be due in connection with the Services provided under this Agreement. If we determine that we have a legal obligation to collect Sales Tax from you in connection with this Agreement, we shall collect such Sales Tax in addition to the Service Fees. If any Services, or payments for any Services, under this Agreement are subject to any Sales Tax in any jurisdiction and you have not remitted the applicable Sales Tax to us, you shall be responsible for the payment of such Sales Tax and any related penalties or interest to the relevant tax authority, and you shall indemnify us for any liability or expense that we may incur in connection with such Sales Taxes. Upon our request, you will provide it with official receipts issued by the appropriate taxing authority, or other such evidence that you have paid all applicable Sales Tax. For purposes of this section, “Sales Tax” means any sales or use tax and any other tax measured by sales proceeds that is the functional equivalent of a sales tax where the applicable taxing jurisdiction does not otherwise impose a sales or use tax.
You shall make all payments of Service Fees to us free and clear of, and without reduction for, any withholding taxes. Any such taxes imposed on payments of Service Fees to us shall be your sole responsibility, and you shall provide to us with official receipts issued by the appropriate taxing authority, or such other evidence as we may reasonably request, to establish that such taxes have been paid.
8.4 Free Trials and Promotional Access. Any free trial or other promotion that provides users access to the Services must be used within the specified time of the trial. At the end of the trial or promotional period, unless otherwise expressly specified when you sign up for such free trial or promotional service, your use of that Services will automatically roll into a paid Subscription at our then-current Service Subscription Fees and you will be charged for such Subscription as set forth in Section 8.2 (Subscriptions) if you do not cancel prior to the expiration of the previous Subscription Term. If you are inadvertently charged for a Subscription and provide us with written notice of the error, please contact us at help@numeralhq.com.
9. Representations and Warranties
You represent and warrant to Numeral that (i) you have full power and authority to enter into this Agreement; (ii) you own all Your Content or have obtained all permissions, releases, rights or licenses required to engage in your posting and other activities (and allow Numeral to perform its obligations) in connection with the Services without obtaining any further releases or consents; (iii) Your Content is true, accurate, and complete; (iv) Your Content and other activities in connection with the Services, and Numeral’s exercise of all rights and license granted by you herein, do not and will not violate, infringe, or misappropriate any third party’s rights, nor does Your Content contain any matter that is unlawful; and (v) you are eighteen (18) years of age or older.
10. Confidentiality
All non-public, confidential or proprietary information of Numeral, including, but not limited to, trade secrets, technology, information pertaining to business operations and strategies, and information pertaining to customers, pricing, and marketing (collectively, “Confidential Information”), disclosed by Numeral to you, whether disclosed orally or disclosed or accessed in written, electronic or other form or media, and whether or not marked, designated or otherwise identified as “confidential,” in connection with the provision of the Services and this Agreement is confidential. Confidential Information does not include information that is: (i) in the public domain; (ii) known to you at the time of disclosure as proven by written records; or (iii) rightfully obtained by you on a non-confidential basis from a third party. You agree not to disclose or copy such Confidential Information without the prior written consent of Numeral. You agree to use the Confidential Information only to make use of the Services. You agree to protect the Confidential Information using the same standard of care as you would to protect your own confidential and proprietary information, but in any event, not less than a reasonable standard of care. Numeral shall be entitled to injunctive relief for any violation of this section.
11. Security
You are the only person authorized to use your user ID and password and are responsible for maintaining the confidentiality of your user ID and password. You shall not permit or allow other persons to have access to or use your user ID and password, provided that Numeral reserves the right to access your account to respond to your requests for technical support. You are responsible for all use of the Services under your user ID. If you have not electronically filed or printed your tax return, you must create a user ID and password in order for you to access your tax return data at a later date. You shall promptly notify Numeral if you learn of a security breach related to the Services.
12. Privacy of Personal Information
Our Privacy Policy can be reviewed at https://www.numeralhq.com/privacy-policy. To contact us with a question, email help@numeralhq.com.
13. Consent to Disclosure
You consent to allow Numeral’s intermediate service provider, transmitter or electronic return originator to send the applicable tax return forms to the proper state agency and to receive associated information from the proper state agency.
14. Disclaimer of Warranties
EXCEPT AS EXPRESSLY PROVIDED IN THE NUMERAL ACCURACY AND FILING GUARANTEES, THE SERVICES ARE PROVIDED “AS-IS” AND, TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, NUMERAL, ITS AFFILIATES, LICENSORS, PARTICIPATING FINANCIAL INSTITUTIONS, THIRD-PARTY CONTENT OR SERVICE PROVIDERS, RETAILERS, DISTRIBUTORS, DEALERS AND SUPPLIERS (COLLECTIVELY, “SUPPLIERS”) DISCLAIM ALL GUARANTEES AND WARRANTIES, EXPRESS OR IMPLIED BY LAW, COURSE OF DEALING, COURSE OF PERFORMANCE, USAGE OF TRADE, OR OTHERWISE, REGARDING THE SERVICES, INCLUDING ANY WARRANTY OF FITNESS FOR A PARTICULAR PURPOSE, TITLE, MERCHANTABILITY, QUALITY, TIMELINESS, AND NON-INFRINGEMENT. EXCEPT AS EXPRESSLY PROVIDED IN THE NUMERAL ACCURACY AND FILING GUARANTEES, NUMERAL DOES NOT WARRANT THAT SERVICES WILL BE UNINTERRUPTED, TIMELY, SECURE OR FREE FROM BUGS, VIRUSES, INTERRUPTION, ERRORS, OR OTHER PROGRAM LIMITATIONS NOR DOES IT MAKE ANY WARRANTY AS TO THE RESULTS THAT MAY BE OBTAINED FROM USE OF THE SERVICES, AND NO INFORMATION, ADVICE OR SERVICES OBTAINED BY YOU FROM NUMERAL OR THROUGH THE SERVICE SHALL CREATE ANY WARRANTY NOT EXPRESSLY STATED IN THIS AGREEMENT. TO THE EXTENT YOU RESIDE IN A STATE THAT DOES NOT ALLOW THE EXCLUSION OF IMPLIED WARRANTIES, THE ABOVE EXCLUSIONS MAY NOT APPLY TO YOU. IN THAT EVENT, ANY IMPLIED WARRANTIES ARE LIMITED IN DURATION TO 60 DAYS FROM THE DATE OF PURCHASE OF SERVICES, AS APPLICABLE. TO THE EXTENT YOU RESIDE IN A STATE THAT DOES NOT ALLOW LIMITATIONS ON HOW LONG AN IMPLIED WARRANTY LASTS, THE ABOVE LIMITATION MAY NOT APPLY TO YOU. THIS WARRANTY GIVES YOU SPECIFIC LEGAL RIGHTS, AND YOU MAY HAVE OTHER RIGHTS THAT VARY FROM STATE TO STATE.
15. Limitation of Liability and Damages
YOU UNDERSTAND THAT NUMERAL MAY NOT AUDIT OR OTHERWISE VERIFY ANY INFORMATION YOU PROVIDE, AND OTHER THAN DESCRIBED IN THE NUMERAL ACCURACY AND FILING GUARANTEES, IS NOT RESPONSIBLE FOR ANY REJECTION OF YOUR TAX RETURN OR ANY RESULTING TAXES, PENALTIES OR INTEREST RESULTING FROM USING THE SERVICES. FURTHER, NUMERAL SHALL NOT BE RESPONSIBLE FOR ANY TAXES, PENALTIES AND INTEREST THAT ARE ASSESSED AS THE RESULT OF INCORRECT, INCOMPLETE, UNTIMELY, OR MISLEADING INFORMATION THAT YOU HAVE GIVEN TO NUMERAL IN CONNECTION WITH YOUR PREPARATION OF YOUR TAX RETURN. NOTWITHSTANDING ANY OTHER PROVISION OF THIS AGREEMENT TO THE CONTRARY (OTHER THAN DESCRIBED IN THE NUMERAL ACCURACY AND FILING GUARANTEES), THE ENTIRE CUMULATIVE LIABILITY OF NUMERAL AND ITS SUPPLIERS FOR ANY REASON ARISING FROM OR RELATING TO THIS AGREEMENT OR YOUR LICENSE OR USE OF THE SERVICES SHALL BE LIMITED TO THE GREATER OF (I) THE AMOUNT PAID BY YOU FOR THE SERVICES TO NUMERAL IN THE SIX (6) MONTHS PRECEDING THE EVENT GIVING RISE TO YOUR CLAIM, OR (III) IF NO FEES APPLY, ONE HUNDRED ($100) U.S. DOLLARS, OR (III) IF APPLICABLE, THE STATUTORY REMEDY OR PENALTY IMPOSED BY THE STATUTE UNDER WHICH SUCH CLAIM ARISES.
TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, NUMERAL AND ITS SUPPLIERS ARE NOT LIABLE TO YOU OR TO ANY THIRD PARTY FOR ANY INDIRECT, SPECIAL, INCIDENTAL, EXEMPLARY, PUNITIVE, OR CONSEQUENTIAL DAMAGES OR FOR DAMAGES RELATING TO LOSS OF BUSINESS, TELECOMMUNICATION FAILURES, LOSS, CORRUPTION, SECURITY OR THEFT OF DATA, VIRUSES, SPYWARE, LOSS OF PROFITS, REVENUE, OR INVESTMENT, TAX POSITIONS TAKEN BY YOU, INABILITY TO FILE YOUR TAX RETURN, DELAY IN PREPARING YOUR TAX RETURN, INCORRECT OR INCOMPLETE INFORMATION PROVIDED TO NUMERAL, ANY ACCESS TO, OR USE OF, YOUR PASSWORD AND USER ID BY AN UNAUTHORIZED PERSON, OR OTHERWISE, WHETHER BASED IN CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY, PRODUCT LIABILITY OR OTHERWISE, EVEN IF SUCH DAMAGES WERE FORESEEABLE OR IF NUMERAL OR ITS SUPPLIERS HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES AND EVEN IF A REMEDY SET FORTH HEREIN IS FOUND TO HAVE FAILED OF ITS ESSENTIAL PURPOSE. IN NO EVENT WILL NUMERAL BE LIABLE FOR ANY LOSS, COST, LIABLITY OR DAMAGE INCURRED AS A RESULT OF YOUR RECEIPT OF OR PARTICIPATION IN THIRD-PARTY SERVICES. IN NO EVENT DOES NUMERAL ASSUME ANY LIABILITY TO ANY PARTY OTHER THAN YOU ARISING OUT OF YOUR USE OR INABILITY TO USE THE SERVICES. THE LIMITATIONS OF DAMAGES SET FORTH ABOVE ARE FUNDAMENTAL ELEMENTS OF THE BASIS OF THE BARGAIN BETWEEN NUMERAL AND YOU. NUMERAL WOULD NOT BE ABLE TO HAVE PROVIDED THE SERVICES WITHOUT SUCH LIMITATIONS.
CERTAIN JURISDICTIONS DO NOT ALLOW THE EXCLUSION OR LIMITATION OF CERTAIN DAMAGES. IF THESE LAWS APPLY TO YOU, SOME OR ALL OF THE ABOVE EXCLUSIONS OR LIMITATIONS MAY NOT APPLY TO YOU, AND YOU MIGHT HAVE ADDITIONAL RIGHTS.
16. Indemnification
You agree to defend, indemnify, and hold harmless Numeral, its affiliates, and its Suppliers, and its and their respective successors, assigns, directors, officers, employees, shareholders, and agents from and against any claims, actions, demands, suits, damages, liabilities, losses, settlements, judgments, costs, or expenses, including without limitation, reasonable legal and accounting fees and expenses, arising or resulting from (i) your breach of this Agreement, (ii) your breach of applicable law, (iii) any of Your Content, or (iv) your other access, contribution to, or use or misuse of the Services. Numeral shall provide notice to you of any such claim, suit, or demand. Numeral reserves the right to assume the exclusive defense and control of any matter which is subject to indemnification under this section. In such case, you agree to cooperate with any reasonable requests assisting Numeral’s defense of such matter.
17. Publicity Rights
Numeral may identify you and use your name, logo, and trademarks on the Site and in marketing materials to identify you as a user of the Services. You hereby grant Numeral a non-exclusive, royalty-free license to do so in connection with any marketing, promotion, or advertising of Numeral or the Services during the length of the Agreement. To decline Numeral this right, you must email help@numeralhq.com stating that you do not wish to be used as a reference.
18. Term and Termination
This Agreement commences on the date you first used the Services and will remain in full force and effect while you use the Services, unless terminated earlier in accordance with the Agreement. Numeral may, with or without notice, terminate or suspend this Agreement (including the Services), at any time and for any reason, including if you have materially breached any provision of this Agreement, or if Numeral is required to do so by law (e.g., where the provision of the Services are, or becomes, unlawful). You agree that all terminations for cause are made in Numeral’s sole discretion, and that Numeral shall not be liable to you or any third party for any termination of your account. If you want to terminate this Agreement, you may do so by (i) notifying Numeral at any time and (ii) closing your account for the Services. Your notice should be sent to Numeral at help@numeralhq.com. Upon termination, you must immediately cease using the Services. Any termination of this Agreement shall not affect Numeral’s rights hereunder, including all accrued rights to payment and the terms of Sections 3, 5-6, 8-12, 14-18, and 21. Numeral reserves the right to modify or discontinue, temporarily or permanently, the Services (or any part thereof). All of Your Content on the Services (if any) may be permanently deleted by Numeral upon any termination of your Numeral account in its sole discretion. You may terminate your Numeral account at any time from within your account settings.
19. ARBITRATION AGREEMENT.
Please read this section (the “Arbitration Agreement”) carefully. It is part of your contract with Numeral and affects your rights. It contains procedures for MANDATORY BINDING ARBITRATION AND A CLASS ACTION WAIVER.
19.1 Applicability of Arbitration Agreement. Subject to the terms of this Arbitration Agreement, you and Numeral agree that any dispute, claim, disagreements arising out of or relating in any way to your access to or use of the Service, any communications you receive, any products sold or distributed through the Service or this Agreement and prior versions of this Agreement, including claims and disputes that arose between you and us before the effective date of this Agreement (each, a “Dispute”) will be resolved by binding arbitration, rather than in court, except that: (i) you and Numeral may assert claims or seek relief in small claims court if such claims qualify and remain in small claims court; and (ii) you or Numeral may seek equitable relief in court for infringement or other misuse of intellectual property rights (such as trademarks, trade dress, domain names, trade secrets, copyrights, and patents). For purposes of this Arbitration Agreement, “Dispute” will also include disputes that arose or involve facts occurring before the existence of this or any prior versions of this Agreement as well as claims that may arise after the termination of this Agreement.
19.2 Informal Dispute Resolution. There might be instances when a Dispute arises between you and Numeral. If that occurs, Numeral is committed to working with you to reach a reasonable resolution. You and Numeral agree that good faith informal efforts to resolve Disputes can result in a prompt, low‐cost and mutually beneficial outcome (“Informal Dispute Resolution”). You and Numeral therefore agree that before either party commences arbitration against the other (or initiates an action in small claims court if a party so elects), we will personally meet and confer telephonically or via videoconference, in a good faith effort to resolve informally any Dispute covered by this Arbitration Agreement (“Informal Dispute Resolution Conference”). If you are represented by counsel, your counsel may participate in the conference, but you will also participate in the conference.
The party initiating a Dispute must give notice to the other party in writing of its intent to initiate an Informal Dispute Resolution Conference (“Notice”), which shall occur within forty-five (45) days after the other party receives such Notice, unless an extension is mutually agreed upon by the parties. Notice to Numeral that you intend to initiate an Informal Dispute Resolution Conference should be sent by email to help@numeralhq.com or regular mail to our offices located at 527 Howard St. Fl 3 San Francisco, California 94105. The Notice must include: (1) your name, telephone number, mailing address, e‐mail address associated with your account (if you have one); (2) the name, telephone number, mailing address and e‐mail address of your counsel, if any; and (3) a description of your Dispute.
The Informal Dispute Resolution Conference shall be individualized such that a separate conference must be held each time either party initiates a Dispute, even if the same law firm or group of law firms represents multiple users in similar cases, unless all parties agree; multiple individuals initiating a Dispute cannot participate in the same Informal Dispute Resolution Conference unless all parties agree. In the time between a party receiving the Notice and the Informal Dispute Resolution Conference, nothing in this Arbitration Agreement shall prohibit the parties from engaging in informal communications to resolve the initiating party’s Dispute. Engaging in the Informal Dispute Resolution Conference is a condition precedent and requirement that must be fulfilled before commencing arbitration. The statute of limitations and any filing fee deadlines shall be tolled while the parties engage in the Informal Dispute Resolution Conference process required by this section.
19.3 Waiver of Jury Trial. YOU AND NUMERAL HEREBY WAIVE ANY CONSTITUTIONAL AND STATUTORY RIGHTS TO SUE IN COURT AND HAVE A TRIAL IN FRONT OF A JUDGE OR A JURY. You and Numeral are instead electing that all Disputes shall be resolved by arbitration under this Arbitration Agreement, except as specified in Section 19.1 (Applicability of Arbitration Agreement). There is no judge or jury in arbitration, and court review of an arbitration award is subject to very limited review.
19.4 Waiver of Class and Other Non-Individualized Relief. YOU AND NUMERAL AGREE THAT, EXCEPT AS SPECIFIED IN SECTION 19.9 (BATCH ARBITRATION), EACH OF US MAY BRING CLAIMS AGAINST THE OTHER ONLY ON AN INDIVIDUAL BASIS AND NOT ON A CLASS, REPRESENTATIVE, OR COLLECTIVE BASIS, AND THE PARTIES HEREBY WAIVE ALL RIGHTS TO HAVE ANY DISPUTE BE BROUGHT, HEARD, ADMINISTERED, RESOLVED, OR ARBITRATED ON A CLASS, COLLECTIVE, REPRESENTATIVE, OR MASS ACTION BASIS. ONLY INDIVIDUAL RELIEF IS AVAILABLE, AND DISPUTES OF MORE THAN ONE CUSTOMER OR USER CANNOT BE ARBITRATED OR CONSOLIDATED WITH THOSE OF ANY OTHER CUSTOMER OR USER. Subject to this Arbitration Agreement, the arbitrator may award declaratory or injunctive relief only in favor of the individual party seeking relief and only to the extent necessary to provide relief warranted by the party’s individual claim. Nothing in this paragraph is intended to, nor shall it, affect the terms and conditions under Section 19.9 (Batch Arbitration). Notwithstanding anything to the contrary in this Arbitration Agreement, if a court decides by means of a final decision, not subject to any further appeal or recourse, that the limitations of this section are invalid or unenforceable as to a particular claim or request for relief (such as a request for public injunctive relief), you and Numeral agree that that particular claim or request for relief (and only that particular claim or request for relief) shall be severed from the arbitration and may be litigated in the state or federal courts located in the State of California. All other Disputes shall be arbitrated or litigated in small claims court. This section does not prevent you or Numeral from participating in a class-wide settlement of claims.
19.5 Rules and Forum. This Agreement evidences a transaction involving interstate commerce; and notwithstanding any other provision herein with respect to the applicable substantive law, the Federal Arbitration Act, 9 U.S.C. § 1 et seq., will govern the interpretation and enforcement of this Arbitration Agreement and any arbitration proceedings. If the Informal Dispute Resolution process described above does not resolve satisfactorily within sixty (60) days after receipt of your Notice, you and Numeral agree that either party shall have the right to finally resolve the Dispute through binding arbitration. The arbitration will be administered by the American Arbitration Association (“AAA”), in accordance with the Consumer Arbitration Rules (the “AAA Rules”) then in effect, except as modified by this section of this Arbitration Agreement. The AAA Rules are currently available at https://www.adr.org/sites/default/files/Consumer%20Rules.pdf.
A party who wishes to initiate arbitration must provide the other party with a request for arbitration (the “Request”). The Request must include: (1) the name, telephone number, mailing address, e‐mail address of the party seeking arbitration and the account username (if applicable) as well as the email address associated with any applicable account on our Service; (2) a statement of the legal claims being asserted and the factual bases of those claims; (3) a description of the remedy sought and an accurate, good‐faith calculation of the amount in controversy in United States dollars; (4) a statement certifying completion of the Informal Dispute Resolution process as described above; and (5) evidence that the requesting party has paid any necessary filing fees in connection with such arbitration.
If the party requesting arbitration is represented by counsel, the Request shall also include counsel’s name, telephone number, mailing address, and email address. Such counsel must also sign the Request. By signing the Request, counsel certifies to the best of counsel’s knowledge, information, and belief, formed after an inquiry reasonable under the circumstances, that: (1) the Request is not being presented for any improper purpose, such as to harass, cause unnecessary delay, or needlessly increase the cost of dispute resolution; (2) the claims, defenses and other legal contentions are warranted by existing law or by a nonfrivolous argument for extending, modifying, or reversing existing law or for establishing new law; and (3) the factual and damages contentions have evidentiary support or, if specifically so identified, will likely have evidentiary support after a reasonable opportunity for further investigation or discovery.
Unless you and Numeral otherwise agree, or the Batch Arbitration process discussed in Section 19.9 (Batch Arbitration) is triggered, the arbitration will be conducted in the county where you reside. Subject to the AAA Rules, the arbitrator may direct a limited and reasonable exchange of information between the parties, consistent with the expedited nature of the arbitration. If the AAA is not available to arbitrate, the parties will select an alternative arbitral forum. Your responsibility to pay any AAA fees and costs will be solely set forth in the applicable AAA Rules.
You and Numeral agree that all materials and documents exchanged during the arbitration proceedings shall be kept confidential and shall not be shared with anyone except the parties’ attorneys, accountants, or business advisors, and shall be subject to the condition that they agree to keep all materials and documents exchanged during the arbitration proceedings confidential.
19.6 Arbitrator. The arbitrator will be either a retired judge or an attorney licensed to practice law in the State of California and will be selected by the parties from the AAA’s roster of consumer dispute arbitrators. If the parties are unable to agree upon an arbitrator within thirty-five (35) days of delivery of the Request, then the AAA will appoint the arbitrator in accordance with the AAA Rules, provided that if the Batch Arbitration process under Section 19.9 (Batch Arbitration) is triggered, the AAA will appoint the arbitrator for each batch.
19.7 Authority of Arbitrator. The arbitrator shall have exclusive authority to resolve any Dispute, including, without limitation, disputes arising out of or related to the interpretation or application of the Arbitration Agreement, including the enforceability, revocability, scope, or validity of the Arbitration Agreement or any portion of the Arbitration Agreement, except for the following: (1) all Disputes arising out of or relating to Section 19.4 (Waiver of Class and Other Non-Individualized Relief), including any claim that all or part of Section 19.4 (Waiver of Class and Other Non-Individualized Relief) is unenforceable, illegal, void or voidable, or that such Section 19.4 (Waiver of Class and Other Non-Individualized Relief) has been breached, shall be decided by a court of competent jurisdiction and not by an arbitrator; (2) except as expressly contemplated in Section 19.9 (Batch Arbitration), all Disputes about the payment of arbitration fees shall be decided only by a court of competent jurisdiction and not by an arbitrator; (3) all Disputes about whether either party has satisfied any condition precedent to arbitration shall be decided only by a court of competent jurisdiction and not by an arbitrator; and (4) all Disputes about which version of the Arbitration Agreement applies shall be decided only by a court of competent jurisdiction and not by an arbitrator. The arbitration proceeding will not be consolidated with any other matters or joined with any other cases or parties, except as expressly provided in Section 19.9 (Batch Arbitration). The arbitrator shall have the authority to grant motions dispositive of all or part of any Dispute. The arbitrator shall issue a written award and statement of decision describing the essential findings and conclusions on which the award is based, including the calculation of any damages awarded. The award of the arbitrator is final and binding upon you and us. Judgment on the arbitration award may be entered in any court having jurisdiction.
19.8 Attorneys’ Fees and Costs. The parties shall bear their own attorneys’ fees and costs in arbitration unless the arbitrator finds that either the substance of the Dispute or the relief sought in the Request was frivolous or was brought for an improper purpose (as measured by the standards set forth in Federal Rule of Civil Procedure 11(b)). If you or Numeral need to invoke the authority of a court of competent jurisdiction to compel arbitration, then the party that obtains an order compelling arbitration in such action shall have the right to collect from the other party its reasonable costs, necessary disbursements, and reasonable attorneys’ fees incurred in securing an order compelling arbitration. The prevailing party in any court action relating to whether either party has satisfied any condition precedent to arbitration, including the Informal Dispute Resolution process, is entitled to recover their reasonable costs, necessary disbursements, and reasonable attorneys’ fees and costs.
19.9 Batch Arbitration. To increase the efficiency of administration and resolution of arbitrations, you and Numeral agree that in the event that there are one-hundred (100) or more individual Requests of a substantially similar nature filed against Numeral by or with the assistance of the same law firm, group of law firms, or organizations, within a thirty (30) day period (or as soon as possible thereafter), the AAA shall (1) administer the arbitration demands in batches of 100 Requests per batch (plus, to the extent there are less than 100 Requests left over after the batching described above, a final batch consisting of the remaining Requests); (2) appoint one arbitrator for each batch; and (3) provide for the resolution of each batch as a single consolidated arbitration with one set of filing and administrative fees due per side per batch, one procedural calendar, one hearing (if any) in a place to be determined by the arbitrator, and one final award (“Batch Arbitration”).
All parties agree that Requests are of a “substantially similar nature” if they arise out of or relate to the same event or factual scenario and raise the same or similar legal issues and seek the same or similar relief. To the extent the parties disagree on the application of the Batch Arbitration process, the disagreeing party shall advise the AAA, and the AAA shall appoint a sole standing arbitrator to determine the applicability of the Batch Arbitration process (“Administrative Arbitrator”). In an effort to expedite resolution of any such dispute by the Administrative Arbitrator, the parties agree the Administrative Arbitrator may set forth such procedures as are necessary to resolve any disputes promptly. The Administrative Arbitrator’s fees shall be paid by Numeral.
You and Numeral agree to cooperate in good faith with the AAA to implement the Batch Arbitration process including the payment of single filing and administrative fees for batches of Requests, as well as any steps to minimize the time and costs of arbitration, which may include: (1) the appointment of a discovery special master to assist the arbitrator in the resolution of discovery disputes; and (2) the adoption of an expedited calendar of the arbitration proceedings.
This Batch Arbitration provision shall in no way be interpreted as authorizing a class, collective and/or mass arbitration or action of any kind, or arbitration involving joint or consolidated claims under any circumstances, except as expressly set forth in this provision.
19.10 30-Day Right to Opt Out. You have the right to opt out of the provisions of this Arbitration Agreement by sending written notice of your decision to opt out to: 527 Howard St. Fl 3 San Francisco, California 94105, within thirty (30) days after first becoming subject to this Arbitration Agreement. Your notice must include your name and address, the email address associated with your account (if you have one), and an unequivocal statement that you want to opt out of this Arbitration Agreement. If you opt out of this Arbitration Agreement, all other parts of this Agreement will continue to apply to you. Opting out of this Arbitration Agreement has no effect on any other arbitration agreements that you may currently have, or may enter in the future, with us.
19.11 Invalidity, Expiration. Except as provided in Section 19.4 (Waiver of Class or Other Non-Individualized Relief), if any part or parts of this Arbitration Agreement are found under the law to be invalid or unenforceable, then such specific part or parts shall be of no force and effect and shall be severed and the remainder of the Arbitration Agreement shall continue in full force and effect. You further agree that any Dispute that you have with Numeral as detailed in this Arbitration Agreement must be initiated via arbitration within the applicable statute of limitation for that claim or controversy, or it will be forever time barred. Likewise, you agree that all applicable statutes of limitation will apply to such arbitration in the same manner as those statutes of limitation would apply in the applicable court of competent jurisdiction.
19.12 Modification. Notwithstanding any provision in this Agreement to the contrary, we agree that if Numeral makes any future material change to this Arbitration Agreement, we will notify you. Unless you reject the change within thirty (30) days of such change become effective by writing to Numeral at 527 Howard St. Fl 3 San Francisco, California 94105, your continued use of the Services, including the acceptance of products and services offered on the Services following the posting of changes to this Arbitration Agreement constitutes your acceptance of any such changes. Changes to this Arbitration Agreement do not provide you with a new opportunity to opt out of the Arbitration Agreement if you have previously agreed to a version of this Agreement and did not validly opt out of arbitration. If you reject any change or update to this Arbitration Agreement, and you were bound by an existing agreement to arbitrate Disputes arising out of or relating in any way to your access to or use of the Service, any communications you receive, any products sold or distributed through the Service or this Agreement, the provisions of this Arbitration Agreement as of the date you first accepted this Agreement (or accepted any subsequent changes to this Agreement) remain in full force and effect. Numeral will continue to honor any valid opt outs of the Arbitration Agreement that you made to a prior version of this Agreement.
20. GENERAL PROVISIONS
20.1 Electronic Communications. The communications between you and Numeral may take place via electronic means, whether you visit the Service or send Numeral emails, or whether Numeral posts notices on the Service or communicates with you via email. For contractual purposes, you (i) consent to receive communications from Numeral in an electronic form; and (ii) agree that all terms and conditions, agreements, notices, disclosures, and other communications that Numeral electronically provides to you satisfy any legal requirement that such communications would satisfy if it were to be in writing. The foregoing does not affect your statutory rights, including but not limited to the Electronic Signatures in Global and National Commerce Act at 15 U.S.C. §7001 et seq. (“E-Sign”).
20.2 Assignment. The Agreement, and your rights and obligations hereunder, may not be assigned, subcontracted, delegated or otherwise transferred by you without Numeral’s prior written consent. Numeral may, without your consent, freely assign and transfer this Agreement, including any of its rights, obligations, or licenses granted under this Agreement. Any attempted assignment, subcontract, delegation, or transfer in violation of the foregoing will be null and void.
20.3 Force Majeure. Numeral shall not be liable for any delay or failure to perform resulting from causes outside its reasonable control, including, but not limited to, acts of God, war, terrorism, riots, embargos, acts of civil or military authorities, fire, floods, accidents, pandemics, strikes or shortages of transportation facilities, fuel, energy, labor or materials.
20.4 Questions, Complaints, Claims. If you have any questions, complaints or claims with respect to the Services, please contact us at: help@numeralhq.com. We will do our best to address your concerns. If you feel that your concerns have been addressed incompletely, we invite you to let us know for further investigation.
20.5 Consumer Complaints. In accordance with California Civil Code §1789.3, you may report complaints to the Complaint Assistance Unit of the Division of Consumer Service of the California Department of Consumer Affairs by contacting them in writing at 1625 North Market Blvd., Suite N 112, Sacramento, CA 95834, or by telephone at (800) 952-5210.
20.6 Agreement Updates. When changes are made, Numeral will make a new copy of this Terms of Service, as applicable, available on the Service, and we will also update the “Last Updated” date at the top of this Agreement. Numeral may require you to provide consent to the updated Agreement in a specified manner before further use of the Service is permitted. IF YOU DO NOT AGREE TO ANY CHANGE(S) AFTER RECEIVING A NOTICE OF SUCH CHANGE(S), YOU SHALL STOP USING THE SERVICE.
20.7 Exclusive Venue. To the extent the parties are permitted under this Agreement to initiate litigation in a court, both you and Numeral agree that all claims and disputes arising out of or relating to this Agreement will be litigated exclusively in the state or federal courts located in Santa Clara County, California.
20.8 Governing Law. ThIS AGREEMENT and any action related thereto will be governed and interpreted by and under the laws of the State of CALIFORNIA, consistent with the Federal Arbitration Act, without giving effect to any principles that provide for the application of the law of another jurisdiction. The United Nations Convention on Contracts for the International Sale of Goods does not apply to the AGREEMENT.
20.9 Choice of Language. It is the express wish of the parties that this Agreement and all related documents have been drawn up in English.
20.10 Notice. Where Numeral requires that you provide an email address, you are responsible for providing Numeral with a valid and current email address. In the event that the email address you provide to Numeral is not valid, or for any reason is not capable of delivering to you any notices required by this Agreement, Numeral’s dispatch of the email containing such notice will nonetheless constitute effective notice. You may give notice to Numeral at the following address: 527 Howard St. Fl 3 San Francisco, California 94105. Such notice shall be deemed given when received by Numeral by letter delivered by nationally recognized overnight delivery service or first-class postage prepaid mail at the above address.
20.11 Waiver. Any waiver or failure to enforce any provision of this Agreement on one occasion will not be deemed a waiver of any other provision or of such provision on any other occasion.
20.12 Severability. If any portion of this Agreement is held invalid or unenforceable, that portion must be construed in a manner to reflect, as nearly as possible, the original intention of the parties, and the remaining portions must remain in full force and effect.
20.13 Export Control. You may not use, export, import, or transfer the Service except as authorized by U.S. law, the laws of the jurisdiction in which you obtained the Service, and any other applicable laws. In particular, but without limitation, the Service may not be exported or re-exported (i) into any United States embargoed countries, or (ii) to anyone on the U.S. Treasury Department’s list of Specially Designated Nationals or the U.S. Department of Commerce’s Denied Person’s List or Entity List. By using the Service, you represent and warrant that (i) you are not located in a country that is subject to a U.S. Government embargo, or that has been designated by the U.S. Government as a “terrorist supporting” country and (ii) you are not listed on any U.S. Government list of prohibited or restricted parties. You also will not use the Service for any purpose prohibited by U.S. law, including the development, design, manufacture or production of missiles, nuclear, chemical or biological weapons. You acknowledge and agree that products, services or technology provided by Numeral are subject to the export control laws and regulations of the United States. You shall comply with these laws and regulations and shall not, without prior U.S. government authorization, export, re-export, or transfer Numeral products, services or technology, either directly or indirectly, to any country in violation of such laws and regulations.
20.14 Entire Agreement. The Agreement is the final, complete and exclusive agreement of the parties with respect to the subject matter hereof and supersedes and merges all prior discussions between the parties with respect to such subject matter.
21. Technical Support and Customer Service
Numeral may use a variety of methods to provide technical support and customer service in connection with the Services. The terms and conditions governing the offering of this support, which may require the payment of an additional fee, are subject to change as announced by Numeral from time to time. Such changes will be posted on the Service. You can contact Numeral by email at help@numeralhq.com if you have a question, concern, or complaint about the Services.