NOTICE: We have revised the Terms of Service as of the date set forth below. By continuing to use our Service after that date, you are accepting the updated terms as presented.
Effective Date: May 10, 2026
These terms and conditions comprise a legally binding agreement between You and NumberAI, Inc. (“Agreement” or “TOS”) for the Numa Service (“Service”). The words “Numa," “we” or “us” refer to NumberAI, Inc. and its affiliated entities and our respective successors, employees, directors, agents, permitted assigns, unless described differently below. The word "You" / “you” or “your” refers to the business customer, whether a legal entity or an individual person entering into this Agreement, and includes your personnel and any person that uses the account for that business. The word “end-user(s)” refers to your customers and/or any person that communicates with You via the Service.
Because there are laws that apply to certain types of communications, including but not limited to live conversations, voice calls, voice messages, any form of text messages, any form of app message, emails, and/or any other communications, including the content in and attached to such communications (as further defined below) that can be created, sent, received, recorded, transcribed, stored and/or used otherwise via the Service, please read the terms and conditions below carefully. You are solely responsible for determining the applicability of and your compliance with any such laws.
IF YOU ARE ACCEPTING THESE TOS ON BEHALF OF A BUSINESS, YOU REPRESENT AND WARRANT THAT (A) YOU HAVE FULL LEGAL AUTHORITY TO BIND THE BUSINESS; (B) THE BUSINESS IS ENTERING INTO A LEGAL AGREEMENT WITH NUMA, WILL BE BOUND BY THE TERMS AND CONDITIONS PRESENTED BELOW WITHOUT CHANGE, AND CONSENTS TO HAVE THE TOS PROVIDED IN ELECTRONIC FORM.
1. Account Registration. To use the Service, You must have an account with us (“Account”). In establishing your Account, You will provide information that is deemed personally identifiable information under certain state laws, as well as non-personally identifiable information and you represent and warrant that you have the authority to provide any and all such information. You will provide and maintain complete and accurate information, including contact information, telephone numbers and/or email address(es). You are responsible for keeping your Account password(s) secure. You are entirely responsible for any activities that happen through your Account – until You notify us of a breach of your Account and/or You close your Account. You are prohibited from selling, trading or otherwise transferring your Account or any information therein to another entity. We reserve the right to suspend or terminate your Account due to inaccurate and/or incomplete information and/or for your failure to comply with these TOS.
2. Service and Service Features.
(A) AI Technology and Tools. You acknowledge and agree that the Service is provided using artificial intelligence ("AI") technology and tools which includes training our AI model to improve the Service. You acknowledge and agree features available as part of the Service utilize artificial intelligence technology, speech recognition technology and speech-to-text or text-to-speech technology, among others, to answer/respond to, monitor, record and/or transcribe Content (defined below) in Communications (defined below) and for which notice and/or consent is required in accordance with applicable law.
(B) AI and Compliance with Applicable Law. The Service provides access to features and tools that You may use to send and/or receive Communications that comply with applicable law. You are responsible for using the Service in a manner that is compliant with applicable laws governing the answering/responding to, monitoring, recording and/or transcribing, among other actions, Content which includes your giving notice and/or your obtaining and storing applicable consent (i.e. from persons participating in the given Communication) for any monitoring, recording and transcribing of such, and the collection, transfer and use of such, including any Personal Information (defined below) included in Content.
(C) Your Use of Recordings, Transcriptions and the Like. As they are provided via AI technology and tools, any recordings, transcriptions and the like may not be completely accurate and/or provide a complete copy of such. You are responsible for reviewing and determining if you will rely on the recordings/transcriptions that the Service makes available.
(D) Access to Your Account. We reserve the right and retain the ability to access your Account for purposes of providing the Service including, without limitation, assisting with account administration, reviewing Content in your Account, enabling service features, providing customer support, reviewing performance metrics and otherwise facilitating your use of the Service, provided that any such support does not modify Your or our obligations under these TOS. The Service may call the telephone numbers you include in your Account to validate the configuration of such telephone numbers for purposes of us providing the Service.
3. Payment of Fees for the Service. By entering into this Agreement, You acknowledge and agree that, except for any trial period that may be applicable, the Service is subject to You paying applicable fees which may include monthly recurring fees, usage fees, non-recurring fees, (collectively “Service Fees”), as well as applicable taxes, surcharges and/or other fees that we are required or permitted to impose, if any, (collectively “Other Fees” and with Service Fees will be referred to as “Charges”) which will be set forth in order forms (or equivalent documents) and which are subject to this Agreement. You will timely pay the Charges for the Service. Unless expressly stated otherwise in a given order form, You will pay Charges within 30 days from the date of the invoice (“Due Date”) and You will submit payment in U.S. Dollars. Interest on any amounts not paid by the applicable due date will be deemed late payments and will accrue at the rate of 1.5% per month, or the highest rate permitted by law, whichever is lower, from the date such amount is due until the date such amount is paid in full. Other Fees will be based on the bill-to address. We reserve the right to suspend or terminate your Account without notice if You fail to pay any Charges and we reserve the right to pursue any and all legal remedies to collect the amounts owed by You and You will reimburse us for reasonable attorneys’ fees and any other collection costs whether or not litigation is commenced.
4. Your License To Us for Content.
(A) License for Content. Subject to the terms herein, You grant us a worldwide, non-exclusive, royalty-free, fully-paid, transferable, irrevocable and sub-licensable right and license during the Term, using AI tools and/or otherwise, to use, reproduce, record, modify, adapt, publish, prepare derivative works of, distribute, transmit, and perform any content in any Communications (defined below) associated with your Account (“Content”) throughout the world in any media to provide, incorporate into and/or improve the Service, including our internal operational use to improve AI features and security features, among others, in the Service.For clarity, with respect to our network and systems, We maintain Content on a confidential basis, and you acknowledge and agree that the Service may send and receive messages via public networks (telephone, Internet or otherwise) which We do not own and/or control. Content includes, without limitation, text, audio files, recordings, transcriptions, videos, files, photographs and any other materials whatsoever associated with content in Communications to which the Service has access. For purposes of this Agreement, “Communication(s),” whether sent by You and/or end users, as applicable, and which the Service receives and/or has access to, include, and are not limited to, voice calls, voice messages, video calls, video messages, text messages (whether SMS, RCS, MMS and/or any other text message format in use now or during the Term that We support), emails (and/or equivalent), chat messages, any app messages that We receive and support, messages from any other account that We receive and support, messages and any content in your Account, live conversations (whether voice, video, in person or otherwise), and/or any other form of communication(s) now known or that becomes available and we support during the Term.
(B) Your Content. You retain all rights in your Content, subject to the licenses and rights you grant to us herein. You hereby represent and warrant that your Content is accurate and not in violation of applicable law or any third party agreement. We exercise no control over the Content and You acknowledge and agree that Numa does not review the content of any messages prior to your sending them. Notwithstanding anything else in these TOS, during the Term, we reserve the right to remove Content if we reasonably determine You have violated the TOS, or at any time and for any reason provided that we provide You with 5 business days written notice. Additionally, we will remove Content upon your written request (which you may submit via email or via any customer support channels we may make available).
5. Your License to Us Collecting and Using Data. Subject to terms herein, You grant us a worldwide, non-exclusive, royalty-free, fully-paid, transferable, irrevocable, and sub-licensable right and license during the Term, using AI tools and/or otherwise, to collect, use and disclose personal information of people that access and/or use your Account and/or send Communications (“Personal Information”), for purposes of Us providing the Service, including our internal operational use to improve AI features and security features, among others, in the Service.
6. What You Agree To Do.
(A) Applicable Law; Industry Requirements. You will use the Service only pursuant to the terms of this Agreement for lawful purposes. You will comply with (1) any applicable law, including without limitation, the Telephone Consumer Protection Act (“TCPA”), privacy-related laws, recording-related laws, monitoring-related laws, Do-Not-Call laws, CAN-SPAM laws and, as applicable, the Canadian federal antispam legislation ("CASL") (see also section 6(G) below); (2) applicable industry guidelines (i.e. CTIA, among others); and (3) any applicable terms, conditions, policies or the equivalent of your telephone provider, and any other provider You may use in conjunction with the Service. You represent, covenant and warrant that You have the necessary rights, authority and/or licenses that you grant to Us herein.
(B) Your Privacy Policy. You will post, maintain and make available a privacy policy that is consistent with applicable law and this Agreement, and at a minimum, (1) covers the collection, use, and disclosure of personally identifiable information, data, Content and any other information collected while You subscribe to and utilize the Service; and (2) states that You share personally identifiable information with third party service providers (like us) in the course of operating your business.
(C) Notices and Consents. As between You and Us, You will be responsible for providing any notice(s) and/or obtaining any consent(s) required by the TCPA, any recording-related, monitoring-related, privacy-related laws and/or any other applicable law and industry guidelines. You acknowledge and agree that (1) at a minimum, applicable laws include and are not limited to Telephone Consumer Protection Act, privacy-related laws, Do-Not-Call laws and CAN-SPAM laws and, if applicable, CASL; and (2) at a minimum, applicable industry guidelines include and are not limited to CTIA and 10DLC requirements. By way of example, You are responsible for both identifying any marketing calls/messages that you intend to send via the Service (i.e. informational or marketing) and having obtained and stored lawful consent (i.e. if applicable, express prior written consent) from the intended recipients prior to your sending such calls/messages through the Service. Numa will not reclassify Your campaigns without your prior written consent. Within 24 hours of receipt of any opt-outs from person(s), You will transmit such opt-outs to Numa via the method that Numa makes available for such (i.e. updating DMS records or another method).
(D) Reasonable Usage Limits. You will use the Service to send a reasonable volume of messages. Your use of the Service and/or individual service features will not be excessive or constitute unreasonable usage which we reserve the right to determine in our sole discretion.
(E) Your DMS and Other Third-Party Providers. If at any time during the Term, You directly or indirectly engage with any third party service provider in connection with the Service, including but in no way limited to your dealer management system (“DMS”), CRM, automotive data providers and/or scheduler, then You (1) hereby authorize/license Us to request and receive your data from such third-party provider; (2) otherwise approve of such third-party provider transferring your data between You and Us solely for purposes of us providing the Service; and (3) acknowledge and agree that the Service relies on the data You provide to and that We receive from such third-party providers.
(F) Restrictions on the Service. You will (1) not attempt to or actually override any security component included in or underlying the Services; (2) not use manual or automated software, devices, scripts robots, other means or processes to access and/or use the Services; (3) not send and/or permit others to send any Content and/or use the Service in any manner that could or does damage, disable, overburden, impair, interfere with and/or disrupts the Service, including without limitation sending content that contains software viruses or any other computer code, files or programs (such as, but in no way limited to Trojan horses, worms, spyware, time bombs, cancelbots or other computer programming routines) that damage, detrimentally interfere with, surreptitiously intercept or expropriate any system or data.
(G) CASL Compliance. You agree to comply with Canadian federal antispam legislation (“CASL”) for any electronic communications sent by SMS, email or otherwise, including, but not limited to, the requirements to obtain express consent or to have implied consent to send any commercial electronic messages (“CEMs”), include the required sender identification information required under CASL in CEMs, include a CASL-compliant unsubscribe mechanism in CEMs and have consent to use the contact information for
recipients received from OEMs or any third party used for a campaign(s). You also agree to indemnify, defend and hold harmless Numa, its affiliates and all of their employees, officers, directors, agents, contractors, representatives, shareholders and assigns (the “Indemnified Parties”) from any breach by You of CASL against any and all losses, damages, liabilities, claims, actions, judgments, settlements, interest, awards, penalties, fines or expenses of whatever kind, including reasonable legal fees resulting from any claim, suit, action, enforcement, investigation or proceeding arising out of or related to your breach of CASL.
7. What We Agree To Do.
(A) Limited License for Service App. Provided You comply with all terms and conditions of this Agreement, we grant You a limited, non-exclusive, non-transferable, revocable license (without the right to sublicense) to download and use the Service Messaging App (“Service App”) during the Term solely for purpose of using the Service, in accordance with the written materials we may provide, if any, in conjunction with the telephone number(s) and/or any other account(s) that You provide to us. The Service App includes updates that we may voluntarily provide, if any.
(B) Use and Protection of Personal Information, including Customer Information. Personal Information may include Customer Information as defined under Gramm-Leach Bliley Act (“GLBA”). We use Personal Information, including without limitation, any Customer Information, to provide the Service as described herein and will maintain Personal Information only for as long as necessary. We do not provide, sell, share or otherwise transfer any Personal Information to third parties (other than to our subcontractors/service providers and your service providers for purposes of our performing under this Agreement). Upon your request, we will destroy your Personal Information (subject to any applicable laws governing data retention).
(C) Opt Outs. After Numa receives any opt-out(s), We will add such opt-out to Numa’s list of opted-out telephone numbers that You may access at any time from your Account. It is your responsibility to update your records with these opt-outs. Upon receipt of any opt-out, Numa will suppress future Communications being sent to any end user for which there is an opt-out record. For clarity, upon receiving an updated record from You and/or your DMS after Numa has processed an opt-out request, the Service will adhere to the opt-in indicator in your and/or your DMS’ updated record.
(D) Security. Notwithstanding anything to the contrary stated herein, or any future versions of this Agreement, we will develop, implement and maintain an information security program that includes administrative, technical and physical safeguards in compliance with applicable laws to protect Personal Information, including safeguards appropriate for Customer Information that we may receive from You. Consistent with GLBA (16 C.F.R. § 314.2(b)), our information security program will use commercially reasonable efforts to (1) protect the security of Customer Information; (2) protect against reasonably anticipated threats or hazards to such information; and (3) protect against unauthorized access to or use of such information. We will, upon your commercially reasonable written request, complete an annual written questionnaire, provided by you, with respect to our adequacy of safeguards related to Customer Information received from you pursuant to this Agreement. Subject to the terms herein and applicable law, our obligations regarding use and non-disclosure of Personal Information subject to this Agreement will survive the termination of this Agreement and will continue until any such data is destroyed or returned.
(E) Performance Data. In providing the Service, We also collect, use and own activity data, usage data and other content associated with or generated in connection with use of the Service in an aggregate manner, for developing statistical, performance, training and operational information about the Service (“Performance Data”).
(F) Applicable Law; Our Privacy Policy. We will comply with applicable law in performing the Services. We provide the Service subject to our privacy policy at https://www.numa.com/legal/privacy. You acknowledge and agree that we may update our privacy policy from time to time at our sole discretion. Your use of the Service after we post notice of such changes will represent your acceptance of the modified policy, provided that this Agreement will govern in the event of a conflict.
(G) Regulatory Investigations. Upon written notice from You, We will assist You in the event of an investigation by any regulator, including a data protection authority, if and to the extent that such investigation relates to Customer Information You provided to us pursuant to these TOS. You will pay Us for such assistance at a commercially reasonable rate to the extent it requires assistance beyond our administrative personnel unless any such investigation results from Us not being in compliance with this Agreement.
(H) Service Providers. We may engage subcontractors/service providers for purposes of us performing under this Agreement and we will be responsible for their compliance with the Agreement. Further, when we engage a third party in the context of processing personal information (“Sub-processor”), We do so your behalf, in accordance with Your written instructions and pursuant to written contract between Us and the sub-processor.
(I) Insurance. Unless we provide notice otherwise, we will maintain cybersecurity liability policy with coverage limits of at least $5 million per claim, and in annual aggregate. Upon your request, we will name You an additional insured and deliver a Certificate of Insurance evidencing the coverages set forth above no more than 45 days after your written request.
(J) Use of Your Name. We will not display your company name, logo or any marks on our website or marketing materials without your prior written consent.
8. Modifications, Discontinuance. We reserve the right to – with or without notice– perform maintenance, modify, replace, refuse access to, limit access to or discontinue the Service, partially or entirely and we will have no liability to You or any third party should we exercise such rights, other than to refund Charges paid for Service that will not be provided. This includes us reserving the right to modify, upgrade and/or replace any technology, including AI tools, we use to provide the Service, provided that such change does not materially reduce the functionality of the Service. While we are not required or obligated to provide updates, You may be required to update software to continue using the Service and so we will automatically check the software version You are currently using and download software updates, including configuration changes. Any such updates are subject to these TOS unless other terms accompany the updates, in which case, those other terms apply. We are not responsible for supporting the version of software and/or device that You used when You initially subscribed to the Service.
9. Suspension. Without prejudice to any other rights, we reserve the right to also suspend your Account and/or your access to the Service (A) upon providing notice if we reasonably believe there is an emergency or security-related issue; (B) after providing 24-hours prior notice. Should we exercise such right, we will have no liability to You or any third party.
10. Intellectual Property Rights.
(A) Intellectual Property Rights. As between Us and you, we exclusively own the Service, any underlying software, the Service App, Performance Data, proprietary AI training models, tools, methodologies, any underlying technology and any other materials that we use or provide with respect to this Agreement, and we reserve all right, title and interest to it, including but not limited to any derivative works and the Intellectual Property Rights therein. You will not and You will not permit others to do any of the following: sublicense, rent, lease, timeshare, use via a service bureau or otherwise make available to third parties except as provided herein, copy, modify, create derivative works of the Service; remove or alter any copyright notices, proprietary information notices or restricted rights notices or other information provided as part of the Service; or translate, reverse engineer, decompile, disassemble, or otherwise reduce to human perceivable form any software portion of the Service. "Intellectual Property Rights" means all and any registered and unregistered rights granted, applied for, or otherwise now or hereafter in existence under or related to any designs, patent, copyright, trademark, and trade secret, technology, know-how and/or other intellectual property or proprietary rights arising under the laws of any jurisdiction. ALL RIGHTS NOT EXPRESSLY GRANTED HEREUNDER ARE RESERVED TO US.
(B) Intellectual Property Rights in AI-Generated Content. The Service creates certain outputs using AI technologies in response to Communications associated with your Account, and you will own such outputs, including but not limited to transcriptions or recordings of a voice message, voice calls and/or any type of message (each and collectively “Customer Content Output”); provided however, We continue to own the artificial intelligence models, related training and any other data, content, materials and the intellectual property rights therein that are not Customer Content Outputs.
(C) Third Party Materials. You acknowledge and agree that the Service is subject to services, including software, equipment, network(s), among other things, for which we have no control, and we assume none and will have no liability for such including, for example purposes only, messages delayed and/or not sent/received. We do not process any credit card information for orders that your customers may submit to You via the Service as those will be processed by a third party. As between You and us, You will be responsible for arranging such services and are solely liable for any such services that You offer to your customers.
11. Term and Termination.
(A) Term. This Agreement will commence on the date You agree to it and will continue on a monthly basis, unless You agree in writing to a longer term of service in an order form or otherwise (each a “Service Period” and collectively the “Term”).
(B) Effect of Termination. Upon termination of this Agreement, (1) the rights and licenses granted to You under this Agreement will immediately terminate, including your license to the Service App; (2) You will immediately cease using the Service (i.e. re-route your internal phone systems, disconnect DMS integration, among others); and (3) any accrued amounts and/or past due amounts will be immediately due. If You subscribed to and paid all fees for a NUMA Automotive Plan during the Term, then upon termination, unless both You and us agree to a longer period in writing, Content in your Account as of the termination date will be available for a one-year period commencing on the termination effective date (“Retention Period”). To request a copy of such Content, You must contact us at support@numa.com prior to the expiration of the Retention Period. We retain Your Content for no longer than is required or permitted under applicable law. Unless stated otherwise, the rights and obligations of the parties set forth in Payment of Fees, Content in Messages, Restrictions on the Service, Term and Termination, Warranty Disclaimer, Limitation of Liability and Indemnity, Governing Law, any perpetual licenses and any other terms intended to survive will survive termination or expiration of this Agreement for any reason.
(C) Telephone Numbers. Any telephone number(s) that We may provide are deemed part of the Service and the terms herein apply accordingly. Upon termination or expiration of the Term, unless You transfer such telephone numbers to a different entity prior to the termination or expiration date, You will not have access to any messages associated with, will not be able to dial or receive calls from or send /receive text messages with the telephone numbers that We may provide You.
12. Disclaimer of Warranty.
TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, WE PROVIDE THE SERVICE (INCLUDING ANY SOFTWARE PROGRAMS) ON AN “AS IS,” “AS AVAILABLE,” BASIS AND WITH ALL FAULTS AND YOU ACKNOWLEDGE AND AGREE THAT AI-GENERATED CONTENT OR OUTPUTS MAY BE SUBJECT TO ERROR AND/OR LIMITATIONS AND ARE PROVIDED ‘AS IS’ WITHOUT WARRANTIES.
WE DO NOT WARRANT UNINTERRUPTED USE OR OPERATION OF SERVICE OR THAT ANY DATA WILL BE TRANSMITTED IN UNCORRUPTED FORM OR WITHIN A REASONABLE AMOUNT OF TIME. WE DO NOT WARRANT THE ACCURACY OR RELIABILITY OF ANY DATA OBTAINED THROUGH THE SERVICE AND DISCLAIM ANY LIABILITY FOR ACTIONS TAKEN IN RELIANCE ON ANY CUSTOMER CONTENT OUTPUTS.
WE DO NOT PROVIDE ANY EXPRESS WARRANTIES OR REPRESENTATIONS FOR THE SERVICE (INCLUDING THE SERVICE APP OR ANY OTHER SOFTWARE). TO THE FULLEST EXTENT PERMISSIBLE UNDER APPLICABLE LAW, WITH RESPECT TO THE SERVICE, WE DISCLAIM ANY AND ALL IMPLIED WARRANTIES AND REPRESENTATIONS, INCLUDING, WITHOUT LIMITATION, ANY WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NONINFRINGEMENT OR ARISING FROM A COURSE OF DEALING OR USAGE OF TRADE. IF YOU ARE DISSATISFIED OR HARMED BY THE SERVICE OR ANYTHING RELATED TO THE SERVICE, YOU MAY CEASE USE OF THE SERVICE AND CANCEL YOUR ACCOUNT IN ACCORDANCE WITH THE TERMS INCLUDED HEREIN, AND THIS WILL BE YOUR SOLE AND EXCLUSIVE REMEDY.
13. Limitation of Liability.
TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, WE DISCLAIM AND IN NO EVENT WILL WE BE LIABLE FOR ANY SPECIAL, INDIRECT, INCIDENTAL, PUNITIVE OR CONSEQUENTIAL DAMAGES WHATSOEVER, INCLUDING, BUT NOT LIMITED TO, DAMAGES FOR: LOSS OF PROFITS OR REVENUES, LOSS OF CONFIDENTIAL OR OTHER INFORMATION, BUSINESS INTERRUPTION, PERSONAL INJURY, LOSS OF PRIVACY, CORRUPTION OR LOSS OF DATA, FAILURES TO TRANSMIT OR RECEIVE DATA OR ANY OTHER PECUNIARY LOSS WHATSOEVER ARISING OUT OF OR IN ANY WAY RELATED TO THE USE OF OR INABILITY TO USE SERVICE OR OTHERWISE IN CONNECTION WITH ANY PROVISION OF THIS AGREEMENT.
NOTWITHSTANDING ANY DAMAGES THAT YOU MIGHT INCUR FOR ANY REASON WHATSOEVER (INCLUDING, WITHOUT LIMITATION, ALL DAMAGES REFERENCED ABOVE AND ALL DIRECT OR GENERAL DAMAGES), THE ENTIRE LIABILITY OF NUMA RELATED IN ANY WAY TO THE SERVICE PROVIDED UNDER THIS AGREEMENT AND YOUR EXCLUSIVE REMEDY FOR ALL OF THE FOREGOING WILL BE LIMITED TO PROVEN DIRECT DAMAGES NOT TO EXCEED THE GREATER OF (A) THE AMOUNT OF FEES RECEIVED BY US IN CONNECTION WITH YOUR USE OF THE SERVICE DURING THE TWELVE (12) MONTH PERIOD IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO THE LIABILITY; OR (B) $20,000. THIS LIMITATION WILL NOT LIMIT YOUR RESPONSIBILITY FOR THE PAYMENT OF ALL PROPERLY DUE FEES RELATED TO THE SERVICE.
THE FOREGOING LIMITATIONS DO NOT APPLY TO CLAIMS BY YOU RESULTING FROM OUR GROSS NEGLIGENCE OR WILLFUL MISCONDUCT IN PROVIDING THE SERVICES SUBJECT TO THIS AGREEMENT.
THE FOREGOING LIMITATIONS, EXCLUSIONS AND DISCLAIMERS WILL APPLY (C) TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, EVEN IF ANY REMEDY FAILS ITS ESSENTIAL PURPOSE; (D) REGARDLESS OF WHETHER YOU BASE YOUR CLAIM ON CONTRACT, TORT, STATUTE OR ANY OTHER LEGAL THEORY, AND/OR WE KNEW OR SHOULD HAVE KNOWN ABOUT THE POSSIBILITY OF SUCH DAMAGES. WE WILL NOT BE LIABLE FOR ANY LOSS OR DAMAGE THAT IS NOT REASONABLY FORESEEABLE.
14. Indemnity.
(A) Indemnification by Us. We will indemnify, defend, and hold You, your employees, directors, agents, affiliates and representatives harmless from and against any and all claims, costs, losses, damages, judgments, penalties, interest, and expenses (including without limitation reasonable attorneys’ fees) arising out of any third party claim that (1) our breach of the Agreement to the extent it causes the unauthorized disclosure of Personal Information; (2) the Service infringes or misappropriates a third party’s intellectual property right. Our indemnification obligation will not apply to the extent that any claim and/or damages arise from modifications to the Service not made by us, use of the Service with any products or software not provided by us, and/or use of the Service that is not consistent and/or permitted with this Agreement.
(B) Indemnification by You. You will indemnify, defend, and hold Us, our employees, directors, agents, affiliates and representatives harmless from and against any and all claims, costs, losses, damages, judgments, penalties, interest, and expenses (including without limitation reasonable attorneys’ fees) arising out of any claim by a third party that arises out of or relates to: (1) any actual or alleged breach of your representations, warranties and/or obligations set forth herein; (2) your wrongful or improper use of the Services; and (3) your not providing any notice and/or your not obtaining any consent required by applicable law; (4) your alleged or actual violation of any third-party right, including without limitation any right of privacy, publicity rights or Intellectual Property Rights.
15. Additional Terms.
(A) Miscellaneous. Neither party will have the authority or power to bind the other Party or to contract in the name of or create a liability against the other party in any way or for any purpose. You will not assign this Agreement or any rights or obligations hereunder, directly or indirectly, by operation of law, merger, acquisition of stock or assets, or otherwise, without our prior written consent. Subject to the foregoing, this Agreement will inure to the benefit of and be binding upon the parties and their respective successors and permitted assigns. This is the entire agreement between the parties relating to the subject matter hereof and all other terms are rejected and this Agreement supersedes all prior proposals, understandings, and agreements, whether oral or written, between the parties. This Agreement does not create any third party beneficiary rights. No waiver or modification of this Agreement will be valid unless in writing signed by each party. The waiver of a breach of any term hereof will in no way be construed as a waiver of any term or other breach hereof. If any provision of this Agreement is held by a court of competent jurisdiction to be contrary to law the remaining provisions of this Agreement will remain in full force and effect. We may utilize subcontractors/service providers for performing under these terms and are not required to obtain your prior written approval for such subcontractors/service providers.
(B) Modification of Terms of Service. We reserve the right to modify, supplement or replace the terms of the Agreement and You agree to comply with such changes which will be effective upon us posting and notifying You as permitted herein (“Amendment Notice”). For clarity, the updated version will supersede all prior versions. Your use of the Service after we have provided such notice will represent your acceptance of the new terms. If any modified terms and conditions have a material and adverse impact on You, You may provide notice to us of such within thirty (30) days of the Amendment Notice date. If we do not affect revisions that remedy such adverse and material effect, then within thirty (30) days after You send such notice, as your sole remedy, You may terminate the Service on thirty (30) days written notice. You agree that your use of the Service after such thirty-day period will represent your acceptance of the given, updated version.
(C) Governing Law. This Agreement, and all disputes arising out of or related thereto, will be governed by and construed under the laws of the State of California without reference to conflict of laws principles. With respect to any judicial relief expressly permitted herein, each party consents to the personal and exclusive jurisdiction and venue of state and federal courts located in California. Any action or proceeding by You relating to any dispute related to this Agreement must commence within one year after the cause of action accrues.
(D) Arbitration. Any dispute arising out of or relating to this Agreement which is not resolved through negotiation by the Parties will be resolved by final and binding arbitration conducted in Alameda County, California under the then current Commercial Dispute Resolution of the American Arbitration Association ("AAA"); provided however, either party retains the right to apply to any court of competent jurisdiction worldwide to protect and enforce its intellectual property and other rights. The arbitration will be conducted by one arbitrator who is knowledgeable in the subject matter which is at issue in the dispute and who is selected by mutual agreement of the Parties or, failing such agreement, will be selected according to the AAA rules. The arbitrator will be able to decree any and all relief of an equitable nature, including but not limited to such relief as a temporary restraining order, a preliminary injunction, a permanent injunction, or replevin of property. The arbitrator will be able to damages only if consistent with the terms of this Agreement. The Parties will share equally the arbitrator's fees and expenses pending the resolution of the arbitration unless the arbitrator, pursuant to its right but not its obligation, requires the non prevailing party to bear all or any portion of the costs of the prevailing party. The decision of the arbitrator will be final and may be sued on or enforced by the party in whose favor it runs in any court of competent jurisdiction at the option of such Party. The Parties will have such discovery rights as the arbitrator may allow. The arbitration will be conducted and the arbitrator’s written decision must be provided within thirty (30) days of the date that the Parties submit an arbitration claim.
(E) Notices. YOU CONSENT TO TRANSACT ELECTRONICALLY WITH US AND THAT WE MAY PROVIDE NOTICES BY EMAIL. Notices will be sent to email address included in your order forms, unless You provide notice updating your email address during the Term. Receipt of any such notice is the day that the notice is sent by us. You will provide notice to us at the following address: support@numa.com
Addendum to NUMA Terms of Service for Dealers Using Reynolds Dealer Management System
If at any time during the Term, You (i.e. your dealership) utilize any version of the Reynolds Dealer Management Systems (“DMS”), then by agreeing to the NUMA Terms of Service (“TOS”), You are also acknowledging and agreeing to the terms in this Addendum and You expressly authorize the Service to access information with respect to the Reynolds DMS for the purpose of Numa providing the Service to You. Capitalized terms used but not defined in this Addendum have the meaning ascribed to them in the TOS.
If at any time during the Term, You are not deemed a Qualified End User (as defined below), you will immediately provide written notice to us. As set forth in the TOS, you will send such notice to support@numa.com.
Pursuant to the agreement between Numa and THE REYNOLDS AND REYNOLDS COMPANY and its affiliates (hereafter “Reynolds Agreement”), You acknowledge and agree to the following:
1. You are a single dealership store and application area (or branch) combination (and its associated employees), and thereby deemed a “Qualified End User” under the Reynolds Agreement.
2. You, as a Qualified End User, receives only a limited license (“License”) that (a) authorizes the operation of the Reynolds Interface only with the Service and only for one Qualified End User for each license fee that is paid; (b) prohibits a Qualified End User from copying, disassembling, decompiling, and/or reverse engineering the Service and the Reynolds Interface; (c) reserves all rights, title and interest in and to the Reynolds Interface to Reynolds; and (d) prohibits the Qualified End User from (i) the transfer of or access to Service and the Reynolds Interface to or by third parties; (ii) lending, leasing, sublicensing or pledging of the Service and the Reynolds Interface by Qualified End User; or (iii) from outsourcing uses of the Service and Reynolds Interface. For purposes of this Addendum, the Reynolds Agreement defines the Reynolds Interface as the processes developed by Reynolds that allow for the transfer of data to or from Reynolds DMS.
3. You, as a Qualified End User is informed that: product(s) provided in connection with the Service contain portions of program code owned by third party licensors and such licensors will be entitled to enforce the License as an intended third party beneficiary and the obligations of the licensee cannot be modified or terminated without the written consent of such third party licensors; and that ALL LICENSORS DISCLAIM ALL WARRANTIES, INCLUDING (WITHOUT LIMITATION) ANY WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE.
4. You, as a Qualified End User, is informed that all rights to use or maintain possession of the Service and the Reynolds Interface will terminate upon the termination of the Reynolds Agreement, or the agreement between Numa and You, the Qualified End User, whichever comes earlier.
5. We and You (as a Qualified End User) will comply with the requirements of any applicable law, including but not limited to the Gramm-Leach-Bliley Act and its implementing regulations (“GLBA”), and to the extent applicable, the privacy laws of any state, Canada’s Personal Information Protection and Electronic Documents Act (“PIPEDA”), and any other relevant privacy laws of Canada or of any province of Canada or other relevant jurisdiction.
6. You, as a Qualified End User, to the greatest extent permitted by applicable law, grants its DMS provider (i.e. Reynolds) and Numa permission to access Customer NPI to the extent necessary to provide the services to You (including the Service and the Reynolds Interfaces) and specifically permits Reynolds and Numa to provide access to Customer NPI to one another for that purpose. For purposes of this Addendum, the Reynolds Agreement defines “Customer NPI” as “non public personal information of a customer of a Qualified End User.”
