1. Acceptance of Terms
Thank you for selecting Numeral services. Subject to this Terms of Service (this “Agreement”), Numeral Two Inc, 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 (as defined below), you indicate that you have read, fully understood and agree to be bound by the terms of this Agreement. 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.
Numeral shall have the right to change or add to the terms of this Agreement 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 Service 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 Service 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 firstname.lastname@example.org.
2. Description of Service
The “Service” includes (a) the Site, (b) Numeral’s online sales transaction tracking and state sales tax preparation and submission services and related technologies, and (c) all software, data, reports, and content made available through any of the foregoing (collectively referred to as the “Content”). Any new features added to or augmenting the Service are also subject to this Agreement.
3. Access and Use
Subject to the terms and conditions of this Agreement, you may use the Service solely to track online transactions associated with sales, prepare and submit necessary documents for the purposes of remitting state sales taxes. You are not licensed or permitted under this Agreement to do any of the following: (i) attempt to access any other Numeral systems, programs or data that are not made available for public use; (ii) use the Service in any unlawful manner (including without limitation in violation of any data, privacy or export control laws); (iii) 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 as otherwise permitted by applicable law, (iv) sublicense, resell, rent, lease, transfer, assign, time share or otherwise commercially exploit or make the Service available to any third party (v) 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 (vi) otherwise use or otherwise exploit the Services except as expressly allowed under this Section 3. You shall comply with any codes of conduct, policies or other notices Numeral provides you or publishes in connection with the Services, and you shall promptly notify Numeral if you learn of a security breach related to the Services.
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 and, in such instances, will not refund any fees for the Services paid by you to Numeral. You may not use the Numeral service 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.
4. Reservation of Rights and Ownership; Your Content
Numeral reserves all rights not expressly granted to you in this Agreement. The Services is protected by copyright, trade secret and other intellectual property laws. This Agreement does not grant you any rights to trademarks or service marks of Numeral or any third party.
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 Service (“Your Content”). You own all right, title and interest in and to Your Content. 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) to (i) use such information and data 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 such data solely in aggregate or other de-identified form in connection with its business.
Numeral has the right, but not the obligation, to monitor the Service, Content, or Your Content. You further agree that Numeral may remove or disable any 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. You understand that the operation of the Service, including Your Content, in certain circumstances, may be unencrypted and involve (a) transmissions over various networks; (b) changes to conform and adapt to technical requirements of connecting networks or devices and (c) transmission to Numeral’s third party vendors and hosting partners to provide the necessary hardware, software, networking, storage, and related technology required to operate and maintain the Service. Accordingly, you acknowledge that you bear sole responsibility for adequate security, protection and backup of Your Content. Numeral will have no liability to you for any unauthorized access or use of any of Your Content, or any corruption, deletion, destruction or loss of any of Your Content.
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.
The failure of Numeral to exercise or enforce any right or provision of this Agreement shall not be a waiver of that right. 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.
Numeral reserves the right to use your name and/or company name as a reference for marketing or promotional purposes on Numeral’s website and in other communication with existing or potential Numeral customers. To decline Numeral this right you need to email email@example.com stating that you do not wish to be used as a reference.
5. Rights You Grant To Us
6. Electronic Filing Services
If you choose to file your sales tax application electronically, your information will be converted to and stored in a standardized format, and then transmitted to the appropriate state agency. 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 agree to review your tax return for indications of obvious errors before electronically filing or mailing it. Numeral may, but is not obligated to, store and maintain information that you provide to Numeral. Numeral is not required or obligated to provide you with copies of this information. If you require a copy of your tax return, you must contact the appropriate state agency.
In the case that a state agency requires Numeral to notify it, in connection with the electronic filing of your tax return, 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 Numeral Service 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 Numeral 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 where you have not provided all the necessary information requested by Numeral or required 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.
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 and, in such instances, will refund any fees for the Services paid by you to Numeral. Help and Support. Numeral may use a variety of methods (e.g., in-product, Internet, e-mail, chat, fax and phone) to provide technical support and customer service in connection with 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.
Numeral may provide you with a mechanism to provide feedback, suggestions and ideas, if you choose, about its 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.
You acknowledge that the Services provided by Numeral merely involve the filing of sales tax returns based solely on information you provide. Numeral and its personnel and affiliates are not accountants or tax advisors and are not providing any tax advice or guidance.
9. Third Party Services
The term ‘Etsy’ is a trademark of Etsy, Inc. The Services may use the Etsy API but is not endorsed or certified by Etsy, Inc.
10. Third Party Websites
The Services may contain or reference links to websites or other resources on the Internet (including without limitation Third-Party Services) operated by third parties (“Third Party Websites”). These links are provided as a convenience only. Such Third Party Websites are not under the control of Numeral. Numeral is not responsible for the content of any Third Party Website or any link contained in a Third Party Website. Numeral does not review, approve, monitor endorse, warrant, or make any representations with respect to Third Party Websites, and the inclusion of any link in the 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 Website. In no event will Numeral or its Suppliers be responsible for the information contained in such Third Party Website or for your use of or inability to use such website. Access to any Third Party Website is at your own risk, and you acknowledge and understand that linked Third Party Websites may contain terms and privacy policies that are different from those of Numeral and its Suppliers. Neither Numeral nor its Suppliers are responsible for such provisions, and expressly disclaim any liability for them.
11. Payment & Collection
To the extent the Service or any portion thereof is made available for any fee, you will be required to select a payment plan and provide Numeral information regarding your credit card or other payment instrument. You represent and warrant to Numeral that such information is true and that you are authorized to use the payment instrument. 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. In the event you owe Numeral any amounts related to your licensing of the Services, Numeral reserves the right to seek collection of any amount unpaid. You hereby authorize Numeral to bill your payment instrument with any such owed amounts. If you dispute any charges you must let Numeral know within sixty (60) days after the date that Numeral bills you. We reserve the right to change Numeral’s prices. If Numeral does change prices, Numeral will provide notice of the change on the Site or in email to you, at Numeral’s option, at least 14 days before the change is to take effect.
12. 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 and other activities in connection with the Service, 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 right, nor does Your Content contain any matter that is unlawful; and (iv) you are eighteen (18) years of age or older.
13. User ID and Password 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.
14. Privacy of Personal Information
15. 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.
16. 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, 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. SOME STATES DO NOT ALLOW THE EXCLUSION OF IMPLIED WARRANTIES, SO 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. HOWEVER, SOME STATES DO NOT ALLOW LIMITATIONS ON HOW LONG AN IMPLIED WARRANTY LASTS, SO 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.
17. LIMITATION OF LIABILITY AND DAMAGES
YOU UNDERSTAND THAT NUMERAL MAY NOT AUDIT OR OTHERWISE VERIFY ANY INFORMATION YOU PROVIDE, AND IS NOT RESPONSIBLE FOR ANY REJECTION OF YOUR TAX RETURN OR ANY RESULTING TAXES, PENALTIES OR INTEREST USING THE SERVICES. FURTHER, NUMERAL SHALL NOT BE RESPONSIBLE FOR ANY TAXES, PENALTIES AND INTEREST THAT ARE ASSESSED AS THE RESULT OF INCORRECT, INCOMPLETE 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, 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 SERVICES SHALL BE LIMITED TO THE AMOUNT PAID BY YOU FOR THE SERVICES TO NUMERAL IN THE SIX (6) MONTHS PRECEDING THE EVENT GIVING RISE TO YOUR CLAIM OR, IF NO FEES APPLY, ONE HUNDRED ($100) U.S. DOLLARS.
TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, NUMERAL AND ITS SUPPLIERS ARE NOT LIABLE FOR ANY INDIRECT, SPECIAL, INCIDENTAL, EXEMPLARY 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 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 THE LIKE, WHETHER BASED IN CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY, PRODUCT LIABILITY OR OTHERWISE, EVEN 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 OR THIRD PARTY WEBSITES. 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.
You shall defend, indemnify, and hold harmless Numeral from and against any claims, actions or demands, including without limitation reasonable legal and accounting fees, arising or resulting from your breach of this Agreement, any of Your Content, or your other access, contribution to, use or misuse of the Service. 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.
19. Publicity Rights
Numeral may identify Customer and use Customer’s logo and trademarks on Numeral’s website and in marketing materials to identify Customer as a user of the Product. Customer hereby grants Provider a non-exclusive, royalty-free license to do so in connection with any marketing, promotion, or advertising of Provider or the Product during the length of the Agreement.
You may not assign this Agreement without the prior written consent of Numeral, but Numeral may assign or transfer this Agreement, in whole or in part, without restriction. This Agreement (and any additional terms and conditions with which Numeral amends or supplements this Agreement), is a complete statement of the agreement between you and Numeral, and sets forth the entire liability of Numeral and its Suppliers and your exclusive remedy with respect to the Services and their use. Except as expressly stated in Section 5, you agree that Numeral is not acting as your agent or fiduciary in connection with your use of the any Services. The Suppliers, agents, employees, distributors, and dealers of Numeral are not authorized to make to make any additional representations, commitments, or warranties binding on Numeral. Any waiver of the terms herein by Numeral must be in a writing signed by an authorized officer of Numeral and expressly referencing the applicable provisions of this Agreement. Numeral shall be not be liable for any default or delay in the performance of its obligations under this Agreement to the extent its performance is delayed or prevented due to causes beyond its reasonable control, such as acts of God, natural disasters, terrorist acts, war or other hostilities, labor disputes, civil disturbances, the actions or omissions of third parties, electrical or communication system failures, or governmental action. If any provision of this Agreement is invalid or unenforceable under applicable law, then it shall be changed and interpreted to accomplish the objectives of such provision to the greatest extent possible under applicable law, and the remaining provisions will continue in full force and effect. This Agreement will be governed by California law as applied to agreements entered into and to be performed entirely within California, without regard to its choice of law or conflicts of law principles that would require the application of law of a different jurisdiction, and applicable federal law. The parties hereby consent to the exclusive jurisdiction and venue in the state courts in Los Angeles County, California or federal court for the Southern District of California. Headings are included for convenience only, and shall not be considered in interpreting this Agreement. As used in this Agreement “including” means “including but not limited to”. This Agreement does not limit any rights that Numeral may have under trade secret, copyright, patent or other laws.
Subject to earlier termination as provided below, Numeral may terminate your account and this Agreement at any time by providing notice to the administrative email address associated with your account. Your rights under this Agreement may be terminated by Numeral upon fifteen (15) days’ notice if you fail to comply with any term or condition of this Agreement or no longer consent to electronic Communications, or upon ten (10) days’ notice upon failure to make the specified payments. Upon such 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 4, 7-8, 11-14, 16-21. Numeral reserves the right to modify or discontinue, temporarily or permanently, the Service (or any part thereof). All of Your Content on the Service (if any) may be permanently deleted by Numeral upon any termination of your account in its sole discretion. You may terminate your account with Numeral at any time from within your account settings.
22. U.S. Government Restricted Rights
You may not remove or export from the United States or allow the export or re-export of the Services or anything related thereto, or any direct product thereof in violation of any restrictions, laws or regulations of the United States Department of Commerce, the United States Department of Treasury Office of Foreign Assets Control, or any other United States or foreign agency or authority. As defined in FAR section 2.101, the software and documentation installed by Company on your Equipment (if applicable) are “commercial items” and according to DFAR section 252.227 7014(a)(1) and (5) are deemed to be “commercial computer software” and “commercial computer software documentation.” Consistent with DFAR section 227.7202 and FAR section 12.212, any use modification, reproduction, release, performance, display, or disclosure of such commercial software or commercial software documentation by the U.S. Government will be governed solely by the terms of this Agreement and will be prohibited except to the extent expressly permitted by the terms of this Agreement.
You can contact Numeral by email at firstname.lastname@example.org if you have a question or concern or complaint about any product or service we sell over the Internet.
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