Numero Terms of Service

These Terms of Service("Agreement") constitute a legally binding contract between Numero AI, Inc. and you, the customer ("Customer "or "You"). This Agreement becomes effective upon the Customer's signing of an Order Form (as defined below) that references this Agreement("Effective Date"). The Order Form, along with this Agreement, forms the complete and exclusive understanding between Numero and Customer regarding the access to and use of the services provided by Numero to the Customer under the Order Form ("Services"), and it supersedes all prior and contemporaneous agreements or understandings, whether written or oral. Numero reserves the right to amend this Agreement at any time. Your continued use of the Services after any such amendments signifies your acceptance of the revised terms.

1. DEFINITION

  1. “Affiliate” refers to any entity that directly or indirectly controls, is controlled by, or will be under the control of, or in common control with, a party in the future.
  2. “Users” encompasses individuals authorized by the Customer to access the Services, who have received their user identifications and passwords directly from the Customer or through Numero upon the Customer's request. This group may include, but is not limited to, the Customer’s employees, officers, directors, consultants, and auditors.
  3. “Customer Data" refers to all data submitted by Customer or its Users to the Services, including any personal data.
  4. "Order Form" refers to an ordering document executed by both parties that specifies the Services to be provided, associated Fees, and the Subscription Term.
  5. "Subscription Term" refers to the period of time during which Customer is authorized to access and use the Services as specified in an Order Form.
  6. "User" refers to an individual authorized by Customer to use the Services who has been supplied user credentials by Customer or by Numero at Customer’s request.
  7. "Usage Data" refers to aggregatedor anonymized data relating to Customer’s use of the Services.

2. LICENSE GRANT

Subject to the terms and conditions of this Agreement, Numero grants to Customer a limited, non-exclusive, non-transferable right to access and use the Services during the Subscription Term for Customer’s internal business purposes. 

3. SERVICES AND SUPPORT

  1. In accordance with the terms of this Agreement and any relevant Order Forms, Numero will deliver the Services as specified. Unless detailed otherwise in an Order Form, these Services are offered on a non-exclusive basis. Numero will not supply a physical or installed copy of the Services to the Customer.
  2. The Customer has the option to procure Services from Numero by executing a service order in a formmutually agreed upon (“Order Form”). Numero will render the Servicesoutlined in the Order Form for the duration specified within it (“Subscription Term”).Upon signing, each Order Form becomes effective and integrates this Agreement.

4. PAYMENT OF FEES

  1. The Customer shall pay Numero the applicable fees as outlined in the Order Form for the Services in accordance with the terms specified therein (“Fees”). Unless indicated otherwise in an Order Form, all Fees are stated and payable in United States dollars. Numero reserves the right to modify the Fees or applicable charges and to introduce new charges and Fees at the conclusion of the Initial SubscriptionTerm, with sixty (60) days' prior notice to the Customer (which may becommunicated via email). Payment terms are net 30 days from invoice date unlessotherwise stated. Late payments may incur interest at 1.5% per month or themaximum rate allowed by law.
  2. Unless specifiedotherwise, the fees mentioned in the Order Form are determined based on thenumber of documents procured as specified in the Order Form (“Service Capacity”). Unused Service Capacity will not carry over into subsequentSubscription Terms. If the Customer’s actual use of the Services during theSubscription Term surpasses the Service Capacity, the Customer will incurcharges for the additional usage at the rates provided in the relevant OrderForm without any discounts.
  3. Unless explicitlystated, the fees charged by Numero do not include any taxes, levies, duties, orsimilar governmental assessments of any kind, such as value-added, sales, use,or withholding taxes, levied by any local, state, provincial, federal, orforeign jurisdiction (collectively, “Taxes”). The Customer irresponsible for all Taxes arising from their purchases under this agreement. Should Numero be legally obligated to pay or collect Taxes for which the Customer is responsible, such Taxes will be invoiced to and paid by the Customer, unless the Customer supplies Numero with a valid tax exemption certificate authorized by the relevant taxing authority. For clarity, Numero is solely responsible for taxes levied against its income, property, and employees.

‍5. CONFIDENTIALITY

  1. Each party (the “Receiving Party”) acknowledges that the other party (the “Disclosing Party”)has disclosed or may disclose business, technical, or financial information pertaining to the Disclosing Party’s operations (hereafter referred to as “ConfidentialInformation” of the Disclosing Party). Confidential Information of Numero includes non-public details regarding the features, functionality, and performance of the Services. Customer Data is included within the scope of the Customer's Confidential Information The Receiving Party agrees to: (i) take reasonable precautions to safeguard such Confidential Information, and (ii) not to use (except in the execution of the Services or as otherwise allowed under this Agreement) or disclose to any third party any such Confidential Information, except to its representatives. The Disclosing Party acknowledges that the aforementioned obligations do not apply to any Confidential Information after five (5) years following its disclosure, or any information that (a) becomes public through no fault of the Receiving Party or its representatives; (b) was already in the possession of the Receiving Party or its representatives before being disclosed under this Agreement; (c) is lawfully obtained by the Receiving Party or its representatives from a source not known to have breached any confidentiality obligations to the Disclosing Party; or (d) is or was independently developed by the Receiving Party or its representatives without reference to the Disclosing Party’s Confidential Information. Confidential Information may be disclosed if required by law, in which case the Receiving Party will, unless legally prohibited, provide timely written notice to the Disclosing Party and limit the disclosure strictly to the required information.

6. TERM AND TERMINATION

  1. This Agreement ineffective for the Initial Subscription Term as specified in the Order Form, as well as for all Subscription Terms under individual Order Forms executed between the Customer and Numero on or after the effective date of this Agreement. Each Order Form will automatically renew for additional consecutive12-month periods unless either party delivers written notice of non-renewal at least thirty (30) days prior to the expiration of the current Subscription Term.
  2. Either party may terminate this Agreement if the other party (i) materially breaches any terms of this Agreement and fails to remedy such breach within thirty (30) days after receiving written notice of the breach; or (ii) becomes the subject of a bankruptcy petition or any proceeding related to insolvency, receivership,liquidation, or assignment for the benefit of creditors. Should the Customerterminate this Agreement due to a material breach, Numero agrees to promptlyrefund any pre-paid fees, prorated for the remainder of the term of thisAgreement.
  3. Termination of this Agreement will result in the termination of all outstanding Order Forms. Provisions of this Agreement that, by their nature, should survive terminationwill remain in effect post-termination, including, but not limited to, rights to accrued payments, confidentiality obligations, disclaimers of warranties,limitations on liability, and indemnification.

7. CUSTOMER’S RIGHTS AND RESPONSIBILITIES

  1. The Customer willretain ownership of all its confidential information, including, but notlimited to, Customer Data.
  2. The Customer shall not, directly or indirectly: reverse engineer, decompile, disassemble, or attempt to discern the source code, object code, or underlying structure, ideas, know-how, or algorithms of the Services or any associated software, documentation, or data; modify, translate, or create derivative works from the Services (except as explicitly permitted by Numero or authorized within the Services);replicate any features, functions, or graphics of the Services; allow any third-party to access the Services except as specifically allowed herein or in an Order Form publish any performance or benchmark tests or analyses related to the Services use the Services for any purpose other than for its own internal use; utilize the Services for timesharing, service bureau purposes, or for the benefit of any third party; or remove any proprietary notices or labels on the Services.
  3. The Customer will be responsible for obtaining and maintaining any necessary equipment and ancillary services needed to connect to, access, or otherwise use the Services, including, without limitation, modems, hardware, servers, software, operating systems, networking, web servers, and the like (collectively, “Equipment”).The Customer will also be responsible for maintaining the security of the Equipment, including all uses of the Equipment, whether or not authorized by the Customer.
  4. The Customer and its Users will utilize the Services only in accordance with all applicable laws and regulations and this Agreement. The Customer and its Users will refrain fromusing the Services to store or transmit infringing, libelous, or otherwise unlawful or tortious material, or material in violation of third-party privacyrights. Should the Customer become aware of any violation of its obligationsunder this Agreement by any User, the Customer will immediately notify Numero.

8. NUMERO’S RIGHTS AND RESPONSIBILITIES

  1. Numero will own and retain all rights, title, and interest in and to (a) the Services, including all improvements, enhancements, or modifications thereof, (b) any software, applications, inventions, or other technology developed in connection with the Services and technical support services, and (c) any suggestions, enhancementrequests, recommendations, or other feedback provided by the Customer,including Users, related to the Services or technical support services (“Feedback”),providedthat such Feedback will not contain any Insulated Information.
  2. Numero may (i) collect and analyze data related to the provision, usage, and performance of the Services and related systems and technologies (“Usage Data”), (ii)utilize Usage Data to improve and enhance the Services and for other development, diagnostic, and corrective purposes in connection with the Services and other Numero offerings, and (iii) share Usage Data exclusively in aggregate or other anonymized, on-identifiable form in connection with its business operations, ensuring that Usage Data does not include any Insulated Information.
  3. Numero reserves the right to monitor the Customer’s usage of the Services to ensure compliance with this Agreement. Numero may utilize the Services themselves to conduct such monitoring and to enforce the usage restrictions set forth in this Agreement.

9. DATA SECURITY AND PRIVACY

Numero maintains administrative, technical, and physical safeguards to protect Customer Data. Where applicable, Numero will enter into a Data Processing Agreement with Customer to comply with GDPR or similar regulations.

 10. WARRANTY AND DISCLAIMER

  1. Each party represents and warrants to the other that it possesses the full authority and power to enter into and fulfill its responsibilities under this Agreement, and that the execution and performance of this Agreement do not and will not conflict with or violate any agreement, order, or legal process to which such party is bound, nor require the consent of any governmental authority or any other legal entity.
  2. Numero warrants to the Customer that the Services will function substantially in accordance with their documentation. Numero will employ reasonable efforts consistent with prevailing industry standards to maintain the Services in a manner that minimizes errors and interruptions in the Services and will perform onboarding services unprofessional and workmanlike manner. Services may occasionally be unavailable due to scheduled maintenance or for unscheduled emergency maintenance by Numero or third-party providers, or because of other factors outside of Numero’s reasonable control. Numero will endeavor to provide advance written notice(email is sufficient) of any planned service interruptions. Although some Numero employees and contractors may be licensed attorneys or CPAs, Numero is not a law firm, an accounting firm, or a tax firm, does not provide legal, accounting, or tax services, and no attorney-client relationship is formed between Numero and the Customer or any of the Customer’s clients. The work-product of Numero does not constitute legal opinions or advice and is prepared for the direction and review by the Customer. The Customer acknowledges that it is solely responsible for verifying the accuracy and completeness of the final product. The Customer's sole remedy for any breach of the warranties provided in this Agreement will be as set forth in the "Term and Termination" section of this Agreement. HOWEVER, NUMERO DOES NOTGUARANTEE THAT THE SERVICES WILL BE UNINTERRUPTED OR ERROR-FREE; NOR DOES ITMAKE ANY WARRANTY REGARDING THE RESULTS THAT MAY BE OBTAINED FROM THE USE OFTHE SERVICES. EXCEPT AS EXPRESSLY STATED IN THIS SECTION, THE SERVICES ANDONBOARDING SERVICES ARE PROVIDED "AS IS" AND NUMERO DISCLAIMS ALLWARRANTIES, WHETHER EXPRESS OR IMPLIED.

11. LIMITATION OF LIABILITY

  1. EXCEPT FOR BODILYINJURY OF A PERSON, NEITHER PARTY NOR ITS SUPPLIERS (INCLUDING BUT NOT LIMITEDTO EQUIPMENT AND TECHNOLOGY SUPPLIERS), OFFICERS, AFFILIATES,REPRESENTATIVES,CONTRACTORS, AND EMPLOYEES SHALL BE LIABLE WITH RESPECT TO ANYSUBJECT MATTER OFTHIS AGREEMENT UNDER ANY CONTRACT, NEGLIGENCE, STRICTLIABILITY, OR OTHER LEGAL OR EQUITABLE THEORY: (A) FOR ERROR OR INTERRUPTION OFUSE, FOR LOSS OR INACCURACY OR CORRUPTION OF DATA, FOR COST OF PROCUREMENT OFSUBSTITUTE GOODS,SERVICES, OR TECHNOLOGY, OR FOR LOSS OF BUSINESS; (B) FOR ANYINDIRECT,EXEMPLARY, INCIDENTAL, SPECIAL, OR CONSEQUENTIAL DAMAGES; (C) FOR ANYMATTER BEYOND A PARTY'S REASONABLE CONTROL; OR (D) FOR ANY AMOUNTS THAT,TOGETHER WITH AMOUNTS ASSOCIATED WITH ALL OTHER CLAIMS, EXCEED THE FEES PAID BYTHE CUSTOMER TO NUMERO FOR THE SERVICES UNDER THIS AGREEMENT IN THE 12 MONTHSPRIOR TO THEACT THAT GAVE RISE TO THE LIABILITY, IN EACH CASE, WHETHER OR NOTTHE PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. NOTWITHSTANDINGTHE ABOVE, NO LIMITATION OR EXCLUSION OF LIABILITY WILL APPLY WITH RESPECT TOANY CLAIMS BASED ON A BREACH OF CONFIDENTIALITY, OR ON FRAUD, GROSS NEGLIGENCE,OR WILLFUL MISCONDUCT

12. INDEMNITY

  1. Numero will defend and indemnify the Customer and its Affiliates from and against all losses, damages,liabilities, costs, and expenses (including reasonable attorneys' fees) arisingfrom a third-party claim, action, or proceeding that alleges that the Services,or their use as authorized by this Agreement, infringe or otherwise violate anyintellectual property rights or applicable law.
  2. The Customer willdefend and indemnify Numero and its Affiliates from and against all losses,damages, liabilities, costs, and expenses (including reasonable attorneys'fees) arising from a third-party claim, action, or proceeding that alleges thatthe Customer's or a User’s use of the Services in violation of this Agreementinfringes or otherwise violates any intellectual property rights or applicablelaw.
  3. The party seeking indemnification will provide the indemnifying party with prompt written notice of any claim. The indemnifying party has the right to control the defense or settlement of the claim; however, the indemnifying party may not settle any claim in a manner that imposes liability or obligation on the indemnified party or its Affiliates without the indemnified party’s prior written consent. This “Indemnity” section outlines the indemnifying party’s sole liability to, and the indemnified party’s exclusive remedy against, the other party for any type of claim, action, or proceeding described in this section.

13. MISCELLANEOUS

  1. All notices under this Agreement must be in writing and will be deemed duly given when received if personally delivered; when receipt is electronically confirmed if transmittedby email; the day after it is sent if sent for next-day delivery by arecognized overnight delivery service; and upon receipt if sent by certified orregistered mail, return receipt requested.
  2. This Agreement may be executed in counterparts, each of which shall constitute one legal instrument. If any provision of this Agreement is found to be unenforceable or invalid, that provision will be limited or eliminated to the minimum extent necessary so that this Agreement will otherwise remain in full force and effect and enforceable. This Agreement represents the complete and exclusive statement of the mutual understanding between the parties and supersedes all prior agreements, both written and oral, related to the subject matter hereof. Any modifications to this Agreement must be made in writing and signed by both parties, except as otherwise stated herein. In the event of any conflict between the provisions of this Agreement and any attached exhibit, addendum, or Order Form, the terms of the latter documents will prevail. No terms stated in a Customer purchase order or any other Customer order documentation will form part of this Agreement, unless specifically included in an Order Form.
  3. The parties areindependent contractors under this Agreement. No agency, partnership, jointventure, or employment relationship is created as a result of this Agreement.The Customer does not have any authority to bind Numero in any respectwhatsoever. In any legal action related to this Agreement, the prevailing partywill be entitled to recover costs and attorneys’ fees.
  4. Numero may use affiliates and/or subcontract third parties (each a "Numero Subcontractor"),both within and outside of the United States. Numero may share information relevant to this Agreement with Numero Affiliates and/or Numero Subcontractors for the purposes of providing the Services and for internal administrative and regulatory compliance. All such information sharing will be subject to the confidentiality terms of this Agreement. Numero retains sole responsibility for the provision of the Services, including those performed by any Numero Affiliates or Numero Subcontractors.
  5. Neither party may assign this Agreement without the prior written consent of the other party, not to be unreasonably withheld; however, a party may assign this Agreement to an affiliate, in connection with a merger, sale of substantially all its assets, or a divestiture or spin-off of any entity or business unit. Any assignment not in accordance with this section will be void. This Agreement will bind and inure to the benefit of the parties, their successors, and permitted assigns.
  6. Neither party will be liable for or deemed in breach of this Agreement due to any delay or failure to perform as required by this Agreement as a result of conditions beyond the reasonable control of such party (force majeure), including but not limited to fire, strike, war, government restrictions, pandemics, or other unavoidablecircumstances.
  7. Subject to theCustomer’s prior consent, Numero may use the Customer’s name and logo formarketing purposes and refer to the Customer as a client of Numero. With suchconsent, Numero is granted a limited license to use specified copyrightedmaterial and trademarks associated with the Customer’s logo.
  8. This Agreement will be governed by the laws of Nevada, without regard to its conflict of law provisions. All legal proceedings related to this Agreement will be conducted in the state and federal courts located in Nevada, and the parties consent to the jurisdiction of these courts. Each party waives any right to a jury trial in connection with any litigation pursuant to this Agreement. 

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