Numanac Terms of Use

Effective: 01/20/2026

Hello and welcome to Numanac! These Terms of Use (these “Terms”) apply to your use of the Platform and Content (each, as defined below), and any related software, applications, websites, and services (all together, “Services”). They form a legally binding agreement between you (or the entity that you represent and on whose behalf you are using the Services) and Numanac Corporation (“Numanac”, “we” or “us”), and they include important provisions limiting liability (Section 12) , waiving rights to class actions (Section 15(f)), and requiring resolution of disputes through arbitration (Section 15). By accessing or using our Services, including our Platform and Content, you agree to these Terms. If you are an entity, the individual who signs, clicks through, or otherwise agrees to these Terms binds you to the Terms, and you represent and warrant that such individual has been duly authorized by you to do so.

Our Privacy Policy describes the collection, use and disclosure of data by us in connection with our Platform. Although it does not form part of these Terms, it is an important document that you should review before using our Services.

1. Definitions

1. “Access Credentials” means the usernames, passwords, or other identifiers issued to you or, if you are an entity, to your Authorized Users, so that they can register Accounts on, use, or otherwise interact with the Services.

2. “Account” means an account created on the Platform.

3. “Authorized User” means if you are an entity, any of your employees, contractors, agents, customers, or clients: (a) to whom you have provided Access Credentials; or (b) whom you contact or interact with through the use of the Services. 

4. “Content” means any information, materials, or output that we make available through our Services, including text, images, analysis, recommendations, and responses generated by our Platform.

5. “Intellectual Property” means any and all patent, copyright, trademark, trade secret or any other database, industrial or intellectual property rights of any kind,.

6. "Laws" means all applicable laws, regulations, restrictions, and governmental requirements.

7. "Output" means any text, data, information, recommendations, analysis, answers, or other content generated or provided by our Services in response to your input, queries, or use of the Platform.

8. “Platform” means our LLM-enhanced agricultural copilot and related applications and documentation provided by Numanac to Users, including without limitation any mobile application that we may make available from time to time.

9. “Usage Data” means data we collect or create regarding your or your Authorized Users use of, and interaction with, the Services, including: (a) your or your Authorized Users’ location, frequency, and duration of interactions with the Services; (b) the manner in which you or your Authorized Users use, customize, or interact with the Services; and (c) any User Data that we aggregate and anonymize, such that it does not readily identify you, your Authorized Users, or any third party. 

10. “User” means a user of the Platform, including you and your Authorized Users.

11. “User Data” means all data, content, and information that you or your Authorized Users provide to our Services, including but not limited to account information, search queries, prompts, uploaded files, transaction details, and any other input submitted to our Platform.

2. Minimum Age

1. You must be at least 13 years old to use the Services. If you are a parent or legal guardian of a User under the age of 18 who is at least 13, you agree to be fully responsible for the acts or omissions of the User in connection with our Services, and to directly supervise the User’s use of the Services. If you discover that a child under 18 (without consent) or under 13 (even with consent) has created an unauthorized Account on our Platform, please contact us at support@numanac.com.

3. Registration and Account Information

1. You must provide accurate and complete information when registering for an Account, including your name, email, address, and payment information. We may contact you to verify your Account information and may require you to provide additional information for purposes of verification and fraud prevention.  We may suspend your use of the Platform if you do not provide such information within a reasonable period.

2. You may not share your or your Authorized Users’ Access Credentials or make your or your Authorized Users’ Accounts available to anyone else and are responsible for all activities that occur under such Accounts. If you create an Account or use the Services on behalf of another person or entity, you must have the authority to accept these Terms on their behalf. You are responsible for protecting your and your Authorized Users’ Access Credentials from unauthorized use, and you are responsible for all activity that occurs on such Accounts (including without limitation any financial obligations). You agree to notify us immediately if you believe that your Access Credentials have been or may be used without your permission. We are not responsible for losses or damage caused by your failure to safeguard your Access Credentials. 

3. If you are an entity, you understand and agree that you will be responsible for distributing Access Credentials to Authorized Users so that such Authorized Users may register Accounts and otherwise access and use the Services.  Some portions of the Services may not be available to you or your Authorized Users until you or they have registered an Account on the Services.  You hereby acknowledge and agree that: (a) you will be responsible for any and all acts, omissions, and obligations of your Authorized Users, as if they were your acts, omissions, and obligations, including any compliance obligations under the Agreement; and (b) we may have additional agreements directly with your Authorized Users, including under these Terms, and that nothing in these Terms will limit, abridge, modify, or amend our rights under such agreements.  We and you will have the ability to access, monitor, use, modify, withhold, or disclose any User Data associated with your or any Authorized User’s Account and to control any Authorized User’s access to and use of the Services. We and you will also have the ability to control your and your Authorized Users’ Account settings and to remove or disable any Services from your or your Authorized Users’ Account.

4. Using our Services

1. Subject to your compliance with these Terms, you may access and use our Services. In using our Services, you must comply with all applicable laws as well as any documentation, guidelines, or policies we make available to you. Numanac owns all rights, title, and interest in and to our Services.

2. Use Restrictions. You may not use our Services for any illegal, harmful, or abusive activity. For example, you may not:

1. Use our Services in ways that violate, misuse, or infringe upon anyone's legal rights.

2. Use our Services for the purpose of exploiting, harming, impersonating, or attempting to exploit, harm, or impersonate anyone, including by threatening to expose their personally identifiable information, or otherwise.

3. Use our Services to send, knowingly receive, upload, download, use, or re-use any material that does not comply with these Terms.

4. Use our Services to engage in any other conduct that restricts or inhibits anyone’s use or enjoyment of the Services, or which, as determined by us, may harm Numanac or other users of the Services, or expose them to liability.

5. Reproduce, adapt, rent, sell, or distribute any part of our Services.

6. Disable, bypass, or tamper with any security measures or protective features of our Services.

7. Modify, adapt, make derivative works of, reverse engineer, decompile, or uncover the source code or underlying elements of our Services, including our models, algorithms, or systems (unless such restrictions are not permitted under applicable law).

8. Disrupt or interfere with our Services, including evading rate or usage limits, restrictions, or safety protections we have implemented.

9. Use any robot, spider, or other automatic device, process, or other means to crawl, scrape, or otherwise access the Services (including in connection with the development of any artificial intelligence algorithm or system, or the collection of training data for any artificial intelligence algorithm or system) without our prior written consent;

10. Use or copy the Services in order to spam, phish, or engage in similar acts, including to impersonate or attempt to impersonate Numanac, any Numanac employees, another user, or any other person or entity;

11. introduce into the Services or use the Services to store or transmit any viruses, Trojan horses, worms, logic bombs, spyware, or other type of malicious code that will or may be used in any way that will affect the functionality or operation of the Services or of any related website, other websites, hardware, software, applications, or equipment;

12. frame or mirror any part of the Services;

13. conduct benchmarking tests or other analysis comparing the Services with a non-Numanac product or service.

14. Use our Output to create or train competing models or services.

15. Utilize our Services for any fraudulent or misleading practices, or any activities that violate applicable laws (including any laws regarding the export of data or software to and from the US or other countries).

3. If you gain access to information not intended to be accessed by you, you agree that you will immediately notify us and destroy all copies of such information in your possession. 

4. You must comply with all applicable trade laws, including sanctions and export control laws. Our Services may not be used in or for the benefit of, or exported or re-exported to (a) any U.S. embargoed country or territory or (b) any individual or entity with whom dealings are prohibited or restricted under applicable trade laws. Our Services may not be used for any end use prohibited by applicable trade laws, and your Input may not include material or information that requires a government license for release or export.  

5. Our Services may include third party software, products, tools or services (“Third-Party Services”). Third-Party Services are subject to their own terms, and we are not responsible for them. You acknowledge and agree that we provide access to such services “as is” and “as available” without any warranties, representations or conditions of any kind and without any endorsement. Any use by you of optional Third-Party Services is entirely at your own risk and discretion.

5. User Data

1. Your Data. You retain ownership of your User Data. You are responsible for all of your User Data, including ensuring that it does not violate any applicable law or these Terms. You represent and warrant that you have all rights, licenses, and permissions, including from any Authorized Users, needed to provide your User Data to our Services (including your personal information and any other data and information provided to us in connection with the Services). You further represent and warrant that the User Data does not and will not infringe, misappropriate, or otherwise violate any rights of any third party (including intellectual property, proprietary, or privacy rights), or violate any applicable law.

2. Our Use of User Data. You hereby grant us a non-exclusive, worldwide, perpetual, irrevocable, royalty-free license to use, host, copy, transmit, store, reproduce, modify, distribute, and publicly display your User Data as necessary to provide the Services, unless otherwise expressly agreed in a written enterprise or master services agreement executed between you and us (“Enterprise Agreement”).

The license granted with respect to User Data that identifies you or your Authorized Users terminates upon deletion of your Account, subject to legally required retention. Notwithstanding the foregoing, we retain a perpetual, irrevocable, royalty-free license to use aggregated, anonymized, or de-identified data and insights derived from User Data for product improvement, analytics, benchmarking, and research purposes.

3. Subscription-Specific Terms. The scope of Numanac’s rights to use User Data depends on the type of account through which the data is provided and any applicable enterprise agreement:

1. Standard Accounts
   You grant Numanac the rights described in Section 5(b), including the right to use User Data to provide and improve the Services. Numanac may also use and share de-identified and aggregated User Data for research, benchmarking, analytics, product development, and model training, provided that such data does not reasonably identify you, your farm, or your operation.

2. Enterprise Accounts
   Use of User Data associated with an Enterprise Account is governed by the applicable enterprise agreement. Unless otherwise agreed in writing:

   1. Numanac may use User Data to provide the Services and for internal system improvement.

   2. Any sharing of de-identified or aggregated User Data outside of Numanac is subject to the data-use terms defined in the applicable enterprise agreement.

   3. Numanac does not sell identifiable User Data.

Customers interested in discussing an Enterprise Agreement may contact us at support@numanac.com . Submission of an inquiry does not guarantee eligibility for, or the execution of, an Enterprise Agreement. Complete details about plan-specific data usage policies are provided in our Privacy Policy under "Plan-Based Data Use Preferences”. You can adjust your data usage preferences at any time through your account settings or by contacting support@numanac.com. If User Data is provided to Numanac outside of an authenticated account or subscription (e.g., during pilots, demos, or evaluations), you grant Numanac the rights described in Section 5(c)(i).

4. Responsibility for User Data. You understand and acknowledge that you are responsible for your User Data and for maintaining any backups of your User Data. You, and not Numanac, have full responsibility for such User Data, including: (a) its legality, reliability, accuracy, and appropriateness; (b) any error or loss related to your User Data or the export of your User Data from the Services; and (c) implementing sufficient procedures and checkpoints to satisfy your particular requirements for anti-virus protection and accuracy of data input and output, and for maintaining a means external to our Services for the backup and any reconstruction of any lost User Data. 

5. Usage Data. Except as otherwise expressly agreed in a written enterprise or master services agreement executed between you and Numanac (“Enterprise Agreement”), we may collect, generate, and use Usage Data through the Services and may receive and retain such Usage Data for our own use for any purpose, including product development, system improvement (including machine learning, algorithm, and model training), data analytics, data science, other research and development, and user support. As between Numanac and you, and subject to any applicable Enterprise Agreement, Numanac owns and retains all right, title, and interest in and to Usage Data, any compilations or aggregations of Usage Data, and any algorithms, models, insights, or other computational results derived from such Usage Data.

6. Feedback. Any feedback, suggestions, comments, ideas, and other similar information relating to us or the Services that you provide to us (“Feedback”) will be considered non-confidential and non-proprietary to you. You hereby grant us a worldwide, irrevocable, perpetual, non-exclusive, sublicensable, transferable, royalty-free right and license to use and publish such Feedback for any purpose, including to modify, improve, market, and promote the Services. However, we are not obligated to (a) use your Feedback in any way; (b) pay any compensation for any Feedback; or (c) respond to any Feedback. The term “Feedback” does not include any personally identifiable information, such as your name, e-mail address, physical address, or phone number(s) that you may provide to us, and we will not use such information without your express consent.

6. Our Services

1. Changes to Services. We reserve the right to make changes to any Content, features or functionality of our Platform and the Services without obligation to issue any notice of such changes. You agree that these Terms will apply to all such changes.

2. Artificial Intelligence. We continuously work to enhance our Services to increase their precision, dependability, safety, and value. The Services rely on artificial intelligence (AI) and machine learning, which are rapidly evolving technology areas; Due to the probabilistic characteristics of machine learning, our Services may sometimes generate Output that is complete, inaccurate, erroneous or does not correctly represent actual individuals, locations, or information. When you utilize our Services, you acknowledge and accept:

1. Output may contain inaccuracies. You are responsible for assessing Output for correctness and suitability for your intended purpose, including conducting appropriate human oversight, before relying on or distributing any Output from the Services.

2. You are prohibited from using Output for any purpose that could have a material impact on an individual, such as for purposes including decisions related to credit, education, employment, housing, insurance, legal matters, healthcare, or other consequential determinations.

Our Services may generate Output that does not reflect Numanac's positions or opinions. When Output mentions third-party products or services, this does not indicate endorsement or partnership, express or implied, between that third party and Numanac.

7. Your Use of the Platform.

1. Suspension of the Platform. We may suspend or discontinue the Platform, in whole or in part, at any time and for any reason, without notice. Our Services may also periodically become unavailable due to maintenance, malfunction, or for other reasons. Numanac will not be liable for any such unavailability. 

2. Revocation. Your and your Authorized Users’ license to use our Services is automatically revoked if you violate these Terms. 

3. No Implied Licenses. Nothing contained on our Platform or in these Terms should be construed as granting any license or right to use our Platform or any Content, through the use of framing or otherwise, except: (a) as expressly permitted by these Terms; or (b) with our prior written permission.

4. Termination. You are free to stop using our Services at any time. We reserve the right to suspend or terminate your or your Authorized Users’ access to our Services at any time if we determine in our sole discretion that: 

• you breached these Terms.

• we must do so to comply with the law. 

• your use of our Services could cause risk or harm to Numanac, our Users, or anyone else.

If you believe we have suspended or terminated an Account in error, you can contact us at support@numanac.com. 

5. Effect of Termination. Immediately following termination of your Account, we may permanently delete your Account and all the data associated with it, including any User Data stored on the Services or in your Account. You are solely responsible for maintaining back-ups of all data stored or otherwise available on the Services, including User Data.

8. Account Information

1. Billing. If you buy any of our Services, you must give us correct and complete payment details, including a working payment method. For subscription services, we will automatically bill your payment method at each renewal period until you choose to cancel. You are responsible for any taxes that apply, and we will add tax charges when legally required. If we cannot process your payment successfully, we may reduce your Account features or temporarily block your access to our Services until we receive payment.

2. Cancellation. You can cancel⁠ your paid subscription at any time. Payments are non-refundable, except where required by law. These Terms do not override any mandatory local laws regarding your cancellation rights. If you cancel, you’ll retain full access until your current billing cycle ends. Your Account and User Data will be stored until your current billing cycle ends, and, until such time, you may export your records before leaving. You can reactivate your subscription at any time, but your Account and User Data may not be available.

3. Changes. We may adjust our pricing occasionally. If we raise subscription costs, we will notify you at least 30 days in advance, and the new price will begin with your next billing cycle. This gives you the opportunity to cancel your subscription if you don't want to pay the higher rate.

9. Intellectual Property

1. The Services, including the Platform and Content, are subject to protection by Intellectual Property. You acknowledge that we and/or our affiliates or licensors (excluding you) own all right, title and interest in and to the Services, including all trademarks, trade names, logos, designs and other indicia of origin, and all Intellectual Property therein. Numanac reserves the right to enforce its Intellectual Property to the fullest extent permitted by law, including seeking monetary damages, civil penalties, injunctive relief, and criminal prosecution.

2. Intellectual Property Notices. You shall not alter or remove any printed or on-screen copyright, trade secret, proprietary or other legal notices contained on or in the Platform.

3. Improvements. We shall be the sole owner of all right, title and interest in and to all improvements to the Platform, including any improvement made as a result of Feedback you provide. 

4. Copyright Infringement. If you believe that any materials on our Platform infringe your copyright, you may request that such materials be removed. Our agent for copyright issues can be reached by mail at Copyright Agent, 165 Main Street, Unit 2407, Cambridge, MA 02142 or by email at DMCA@numanac.com. To protect the rights of copyright owners, we reserve the right to suspend your Account or any specific User privileges, delete or disable Content alleged to be infringing, or terminate the Account or other User privileges of a repeat infringer.  A removal request must bear a signature (or electronic equivalent) of the copyright holder or an agent and must include the following:

• Identification of the copyrighted work that you believe to be infringed, including a description of the work and, where possible, a copy or the location of an authorized version of the work;

• Identification of the material that you believe to be infringing, including a description of the material, and its location on our Platform;

• Your name, address, telephone number and email address;

• A statement that you have a good faith belief that the complained of use of the materials is not authorized by the copyright owner, its agent or the law;

• A statement that the information in your claim is accurate; and

• A statement that “under penalty of perjury,” you declare that you are the lawful copyright owner or are authorized to act on the owner’s behalf. 

10. Disclaimer of Warranties 

1. OUR SERVICES, INCLUDING THE PLATFORM AND ALL CONTENT, IS PROVIDED "AS IS" AND “AS AVAILABLE” BASIS WITHOUT WARRANTY OF ANY KIND, EITHER EXPRESS, STATUTORY OR IMPLIED, INCLUDING WITHOUT LIMITATION ANY IMPLIED WARRANTY OF MERCHANTABILITY, ACCURACY, QUALITY, FITNESS FOR A PARTICULAR PURPOSE OR NON-INFRINGEMENT. SPECIFICALLY, BUT WITHOUT LIMITATION, WE DO NOT WARRANT THAT: (i) THE INFORMATION AVAILABLE THROUGH OUR PLATFORM IS ACCURATE, RELIABLE, TIMELY OR FREE OF ERRORS; (ii) THE PLATFORM, INCLUDING THE FUNCTIONS, PERIPHERALS OR INTERFACES (INCLUDING WITHOUT LIMITATION MECHANISMS FOR THE DOWNLOADING AND TRANSMITTING CONTENT) PROVIDED BY OUR PLATFORM WILL BE UNINTERRUPTED, SECURE OR FREE OF ERRORS; (iii) DEFECTS WILL BE CORRECTED, OR (iv) THAT SERVICES OR THE EQUIPMENT THAT MAKES THEM AVAILABLE ARE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS; OR (E) THE SERVICES OR ANY RESULTS OBTAINED THROUGH THE SERVICES WILL OTHERWISE MEET YOUR NEEDS, REQUIREMENTS, OR EXPECTATIONS. WE DISCLAIM ALL EQUITABLE INDEMNITIES..

2. YOU ACCEPT AND AGREE THAT ANY USE OF OUTPUTS FROM OUR SERVICE IS AT YOUR SOLE RISK AND YOU WILL NOT RELY ON OUTPUT IN THE CONDUCT OF YOUR BUSINESS, OR AS A SUBSTITUTE FOR PROFESSIONAL ADVICE. 

3. Security. Our Platform uses the Internet for data transfer and Internet-connected servers to store Content and User Data. While we use commercially reasonable security measures for such systems, no security measures are entirely effective and Internet communications may have inherent insecurities. As such, we make no representations or warranties regarding the security offered in respect of our Platform. Without limiting the foregoing, we will not be liable for any loss or damage caused by a denial-of-service attack, viruses, or other technologically harmful material that may infect your computer equipment, computer programs, data (including User Data), or other proprietary material due to your use of the Services, or to your downloading of Content, or to any other website, data, or material linked to or accessible from the Platform.

4. Exclusions. The foregoing disclaimers do not affect any warranties that cannot be excluded or limited under applicable law.

11. User Data Liability

WE AND OUR AFFILIATES AND LICENSORS CANNOT AND DO NOT GUARANTEE THAT ANY PERSONAL INFORMATION SUPPLIED BY YOU WILL NOT BE MISAPPROPRIATED, INTERCEPTED, DELETED, DESTROYED OR USED BY OTHERS. Under no circumstances will we be liable for any loss or damage caused by failed delivery or receipt of Content or any third party’s use or distribution of Content. You hereby acknowledge and agree that Numanac merely stores and hosts User Data but does not actively create User Data. Under no circumstances will Numanac be liable for any claims that may arise from User Data, including without limitation claims for intellectual property infringement.

12. Limitation of Liability. 

1. General. IN NO EVENT SHALL WE, OUR AFFILIATES, OR OUR OR THEIR RESPECTIVE LICENSORS, SERVICE PROVIDERS, SUPPLIERS, EMPLOYEES, AGENTS, CONTRACTORS, OFFICERS, OR DIRECTORS (EACH, A “NUMANAC PARTY”) BE LIABLE = FOR ANY LOSS OF PROFITS, LOSS OF DATA, LOSS OF BUSINESS OR ANTICIPATED SAVINGS, OR LOSS OF GOODWILL, OR FOR ANY SPECIAL, INCIDENTAL, PUNITIVE, CONSEQUENTIAL, EXEMPLARY OR OTHER INDIRECT DAMAGES (INCLUDING WITHOUT LIMITATION DAMAGES FOR COSTS OF OBTAINING SUBSTITUTE GOODS OR SERVICES) ARISING OUT OF OR RELATING TO THESE TERMS OR OUR PLATFORM, WHETHER BASED UPON WARRANTY, CONTRACT, TORT (INCLUDING NEGLIGENCE), OR OTHERWISE, EVEN IF WE HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES OR LOSSES. OUR AGGREGATE LIABILITY TO YOU FOR ALL CLAIMS ARISING OUT OF OR RELATING TO THESE TERMS AND THE PLATFORM SHALL NOT EXCEED THE GREATER OF THE AMOUNT YOU PAID FOR THE SERVICE THAT GAVE RISE TO THE CLAIM DURING THE 12 MONTHS BEFORE THE LIABILITY AROSE OR ONE HUNDRED DOLLARS ($100).

2. Some countries and states do not allow the exclusion of certain warranties or the limitation of certain damages, so some of the terms above may not apply to you. In that case, these Terms only limit our responsibilities to the maximum extent permissible in your country of residence.

13. Indemnification

1. By using our Platform, you agree to indemnify and hold harmless us, our affiliates, and our personnel, from and against any costs, losses, liabilities, and expenses (including attorneys’ fees) (“Claims”) relating to third party claims arising out of or relating to your or your Authorized Users’ use of the Services or any violation of these Terms.

2. We may assume the exclusive defense and control of any Claim for which you are required to indemnify Numanac under this Section, and you agree to cooperate, at your expense, with our defense of such Claims. If we do not assume the defense of any Claim subject to this Section, you will assume the defense and control of such Claim at your sole cost and expense; provided that, in such case, we may participate, at our sole cost and expense, in such defense with counsel of our own choosing.  You may not settle any Claim that you control the defense of without our prior written consent. We will use reasonable efforts to notify you within a reasonable amount of time after becoming aware of any Claim subject to this Section.

14. Governing Law: We provide the Services from our offices in [Boston, MA, USA]. We make no representations that the Platform, Content or Services are appropriate or available for use in other locations. For specific information please contact us directly. We make no claims concerning whether the Platform, Content or Services may be downloaded, viewed, or be appropriate for use outside of the United States. These Terms and any dispute or claim between the parties arising out of or related to the Services or these Terms (each, a “Dispute”) are governed by Massachusetts law and applicable federal law, without giving effect to any choice or conflict of law provision or rule (whether of the State of Massachusetts or any other jurisdiction), except as provided below with respect to the Federal Arbitration Act. 

15. Dispute Resolution 

PLEASE READ THIS SECTION 15 (the “Arbitration Agreement”) CAREFULLY. YOU AND NUMANAC ARE AGREEING TO GIVE UP ANY RIGHTS TO LITIGATE CLAIMS IN A COURT OR BEFORE A JURY, OR TO PARTICIPATE IN A CLASS ACTION OR REPRESENTATIVE ACTION WITH RESPECT TO A CLAIM. OTHER RIGHTS THAT YOU WOULD HAVE IF YOU WENT TO COURT MAY ALSO BE UNAVAILABLE OR MAY BE LIMITED IN ARBITRATION.

1. Informal dispute resolution. We prefer to understand and address your concerns before pursuing formal legal proceedings. Prior to either party filing a claim, we both commit to attempting informal resolution of a Dispute. If you are the party initiating, you agree to provide us notice via email. If we are initiating, we will send notice to your Account's registered email address. Should we fail to resolve a Dispute within 60 days following notice, either party may proceed to arbitration. We also both commit to participating in an individual settlement conference if requested by either party during this period.

2. Mandatory Arbitration. You and Numanac agree to resolve any Dispute through final and binding arbitration. If you are an individual, you may opt out of arbitration within 30 days of the date that you first became subject to this Arbitration Agreement. If you do so, neither you nor we can require the other to participate in an arbitration proceeding. If you opt out of a subsequent revision, you will remain bound by the prior version of this Arbitration Agreement unless you previously opted out of that version. The opt-out notice must state in writing that you do not agree to the Arbitration Agreement and clearly identify your name, address, username, the email address, and phone number associated with your Account (if applicable). If you do not have an Account, you may opt out of these Terms in their entirety by not using the Services.

3. Arbitration Forum: If we are unable to resolve the Dispute in accordance with Section 15(a), either of us may commence arbitration. All Disputes between you and us (whether or not such Dispute involves a third party) shall be finally resolved by binding, confidential arbitration before a single arbitrator conducted in the English language in the Commonwealth of Massachusetts, U.S.A., under the Commercial Arbitration Rules of the American Arbitration Association (“AAA”). If you are an individual, you may choose to conduct the arbitration in your county of residence or by videoconference. The arbitrator must apply the governing law stated in Section 14 above.

4. Arbitration Procedures. We'll choose an arbitrator together, or if we can't agree within 30 days, the AAA will select one. We'll split arbitration costs equally, but the arbitrator may decide to award the winning party its attorney fees. The arbitrator's decision is final, including with respect to the interpretation, applicability, unconscionability, formation, arbitrability, and/or enforceability of these arbitration provisions, including any challenge that the arbitration provisions or these Terms are void, voidable, or otherwise invalid, and can be enforced in court. The arbitrator will be empowered to grant whatever relief would be available in court under law or in equity (including injunctive and declaratory relief and statutory damages) and cannot award anything that goes against these Terms. There is no judge or jury in arbitration, the arbitration will be subject to different rules than the rules that would apply in court, and court review of arbitration awards is very limited. 

5. Exceptions. This Arbitration Agreement does not require arbitration of the following claims: (i) claims brought by an individual who has opted out in accordance with Section 15(b); (ii) individual claims brought in small claims court; and (iii) injunctive or other equitable relief to stop unauthorized use or abuse of the Services or intellectual property infringement or misappropriation. You acknowledge and agree that your actual or alleged breach of Sections 4, 5, 6, 7 or 9 will cause irreparable injury to us for which monetary damages would not be an adequate remedy.  Accordingly, we are entitled to seek specific performance or other injunctive or equitable relief, without any obligation to post any bond, in any court with competent jurisdiction, to limit, remedy, or mitigate the effects of any such breach.  

6. Class Action and Jury Trial Waivers. Any Disputes must be brought on an individual capacity, and not by either party as a plaintiff or class member in any purported class or representative proceeding.  You agree and acknowledge that neither you nor we will participate in a class action or class-wide arbitration for any Disputes ,and hereby waive any and all rights to do so.  Neither AAA nor the arbitrator has any power to consider the enforceability of this class arbitration waiver and any challenge to the class arbitration waiver may only be raised in a court of competent jurisdiction. You understand and agree that you may bring claims only on your own behalf. In addition, you and Numanac knowingly and irrevocably waive any right to trial by jury in any action, proceeding, or counterclaim.

7. Court Proceedings. If for any reason, a Dispute proceeds in court rather than arbitration, the Dispute shall be resolved exclusively (except as provided in Section 15(e) above) in the appropriate state and federal courts located in Suffolk County, Massachusetts. Both parties hereby unconditionally and irrevocably consent to the venue and jurisdiction of such courts, and waive all defenses, including lack of personal jurisdiction, improper venue, or inconvenience of the forum, with respect to such courts for the adjudication of such Disputes.

8. Effect of Changes on Arbitration. Notwithstanding any provision in these Terms to the contrary, you and we agree that if we make any change to this Arbitration Agreement  in the future, that change will not apply to any claim that was filed in a legal proceeding against us prior to the effective date of the change. Moreover, if we seek to terminate this Arbitration Agreement from these Terms, such termination will only be effective in accordance with Section 16(c), and will not be effective as to any claim that was filed in a legal proceeding against us prior to the effective date of removal.

16. General Terms

1. Assignment. The Agreement is binding on and shall inure to the benefit of each of the parties’ successors and permitted assigns. You may not assign or transfer your rights or obligations under these Terms in whole or in part to any third party without our consent. We may freely assign our rights or obligations under these Terms  Any assignment in violation of this Section will be null and void.

2. Relationship of the Parties. These Terms do not create a partnership, joint venture, employment, agency, or fiduciary relationship between you and Numanac. Numanac and you are independent contractors and neither party will have the power to bind the other or to incur obligations on the other’s behalf without the other party's prior written consent.

3. Changes to these Terms and our Services. We reserve the right to revise these Terms in our sole discretion at any time. If we make any material changes to these Terms, we will notify you by posting such changes to the Platform. We may also notify you (in our discretion) through other reasonable means, including by using any contact information that you have provided to us through the Services. Any changes to the Terms will be effective thirty (30) calendar days after we provide notice to you of such change, including thirty (30) days after we post notice of the changes on the Platform; however, changes we make to comply with applicable laws will be effective upon notice. All changes will be effective immediately upon posting for new visitors to or users of the Services. Your or your Authorized Users’ continued use of the Services following the applicable notice periods and posting of the changes to the Terms on the Platform, will mean that you accept those changes. We will not be liable to you for the effect that any changes to the Agreement may have on you after the applicable notice period or after you have accepted the updated Agreement. The “Last Updated” date above reflects the last time these Terms of Use were updated. Revisions to the Terms are effective thirty (30) days after posting.

4. Waiver of Rights. Our failure to enforce any right or provision of these Terms will not be considered a waiver of such right or provision. The waiver of any such right or provision will be effective only if in writing and signed by an agent of Numanac.

5. Entire Agreement. These Terms contain the entire agreement between you and Numanac regarding the Services and, other than any Service-specific terms that conflict and specifically reference these Terms, supersedes any prior or contemporaneous agreements between you and Numanac. These Terms cannot be amended except by a writing signed by both parties or in accordance with Section 16(b). If any part of these Terms is held to be unlawful, void, or unenforceable, that part will be deemed severable and shall not affect the validity and enforceability of the remaining provisions. The term “including” and any variation thereof means “including without limitation” and each variation of a defined term has the meaning the context requires. All headings in these Terms are for convenience only and will not be considered when interpreting the Terms.

6. Notices. All legal notices to us must be in writing and must reference these Terms. We may provide notice to you using the information you provided to us, including by email or through your Account. Service will be deemed given on the date delivered by email (with the sender’s confirmation of receipt) or on the date of delivery via courier providing confirmation of delivery. 

The address for Numanac for notice purposes under the Agreement is: 

165 main st, unit 2407, Cambridge, MA, 02142

7. Additional Information. If you have questions about these Terms, please contact us at support@numanac.com.

8. End User Terms Required by the Apple App Store. If you acquire any part of the Services from Apple, Inc. (“Apple”) you have no greater rights to use the Service than are permitted under the Usage Rules in the App Store Terms of Service (the “Usage Rules”), you may not use the Service in any way that conflicts with the Usage Rules, and you may only use the Service on an Apple-branded product running iOS that you own or control, as permitted by the Usage Rules. You and Numanac each acknowledge and agree that (i) these Terms are concluded between you and Numanac, and not Apple; (ii) Numanac, and not Apple, is solely responsible for the Services; (iii) Apple has no obligation whatsoever to furnish any maintenance and support services with respect to the Services; (iv) in the event of any failure of the Services to conform to any applicable warranty, you may notify Apple and Apple will refund the purchase price you paid for the Services, to the maximum extent permitted by applicable law, Apple will have no other warranty obligation whatsoever with respect to the Services, and, as between Numanac and Apple, any other claims, losses, liabilities, damages, costs or expenses attributable to any failure to conform to any warranty will be Numanac’s sole responsibility subject to the terms of these Terms; (vi) Numanac, not Apple, is responsible for addressing any claims of you or any third party relating to the Services or your possession and/or use of the Services, including, but not limited to: (a) product liability claims; (b) any claim that the Services fail to conform to any applicable legal or regulatory requirement; and (c) claims arising under consumer protection or similar legislation; (vii) in the event of any third party claim that the Services or your possession and use of the Services infringes that third party’s intellectual property rights, as between Numanac and Apple, Numanac, not Apple, will be solely responsible for the investigation, defense, settlement and discharge of any such intellectual property infringement claim; and (viii) Apple and its subsidiaries are third party beneficiaries of these Terms and, upon your acceptance, Apple will have the right (and will be deemed to have accepted the right) to enforce these Terms against you as a third party beneficiary hereof. You represent and warrant that: (1) 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 (2) you are not listed on any U.S. Government list of prohibited or restricted parties. You must comply with applicable third party terms of agreement when using the Services. YOUR USE OF THE SERVICES IS AT YOUR SOLE RISK. 

9. End User Terms Required by Google Play. If acquire any part of the Services from Google, Inc. or one of its affiliates (“Google”) via Google Play or its successor(s), then to the extent of any conflict between the Google Terms of Service and the Google Play Business and Program Policies or such other terms that Google designates as default end user license terms for Google Play (all of which together are referred to as the “Google Play Terms”), and these Terms, the Google Play Terms shall apply with respect to use of the Services. You and Numanac hereby acknowledge that Google does not have any responsibility or liability related to compliance or non-compliance by the User, Numanac or any third-party under these Terms or the Google Play Terms.  Users are instructed to contact Numanac concerning any defects or performance issues in the Services.  You and Numanac acknowledges that the personal information provided through the Services will be available within the use of the Services and subject to Numanac’s Privacy Policy.  If the User participates in an entity or service relationship through Numanac, the User agrees that other Users accessing the Services is permitted and that the User Data entered or received by User in the Services may be shared among the related Users.