BETA TEST TERMS OF SERVICE

Hello and welcome to Numanac! We are pleased to offer you our LLM-enhanced agriculture domain-specific semantic search
engine, which is purposed catalyze agricultural knowledge acquisition for extension agents, educators, farmers, and other agricultural stakeholders.

Numanac is making the Platform available to you for you to conduct a beta test of the Platform, subject to these Terms.

PLEASE READ THESE TERMS CAREFULLY, AS THEY CONTAIN AN AGREEMENT TO ARBITRATE, WHICH REQUIRES THAT YOU AND NUMANAC ARBITRATE CERTAIN CLAIMS BY BINDING, INDIVIDUAL ARBITRATION INSTEAD OF GOING TO COURT, AND LIMITS CLASS ACTION CLAIMS, UNLESS YOU OPT OUT OF THE AGREEMENT TO ARBITRATE AS DESCRIBED IN SECTION 13.12.3 OF THESE TERMS.

1. Definitions. Before we get started, let’s review some key terms used in these Terms.

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

1.2 “Beta Test Objectives” means for you to test the Platform to: (i) search and obtain agricultural knowledge to empower your ability to execute farmer education, farmer support, farming, or other relevant responsibilities pertaining to your role as an agricultural stakeholder; and (ii) provide us with feedback regarding the Platform’s usefulness and operability.

1.3 “Content” means any text content, notification, email, video, image or audio, or any other content or any combination thereof, in each case, that we make available or which we permit you to access, whether created by us, you or a third party.

1.4 “Numanac”, “we”, “us” or “our” means Numanac Corporation, a Delaware corporation.

1.5 “Platform” means our LLM-enhanced hybrid search engine & answer for agricultural knowledge 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.

1.6 “Individual Data” means any data that relates to any User’s use of the Platform.

1.7 “Terms” means these Beta Test Terms of Service.

1.8 “User” means a user of the Platform, including you.

1.9 “User Content” means any Content that a User provides to be made available through the Platform, including without limitation, any Account Information or Content.

1.10 “you” or “your” means you.

2. Acceptance of Terms.

2.1 IF YOU DO NOT AGREE TO THESE TERMS, YOU MAY NOT ACCESS OR OTHERWISE USE OUR PLATFORM. By using our Platform or accessing any Content that we make available through our Platform, you agree to these Terms. These Terms and our Privacy Policy, which is incorporated herein by reference, form a legally binding agreement between you and Numanac.

2.2 BY USING OUR PLATFORM, YOU REPRESENT TO US THAT YOU ARE AT LEAST EIGHTEEN (18) YEARS OF AGE, OR AT LEAST THIRTEEN (13) YEARS OF AGE AND ARE USING OUR SERVICES UNDER THE SUPERVISION OF A PARENT OR LEGAL GUARDIAN WHO AGREES TO BE BOUND BY THESE TERMS.  IF YOU ARE A PARENT OR LEGAL GUARDIAN OF A USER UNDER THE AGE OF EIGHTEEN (18), YOU AGREE TO BE FULLY RESPONSIBLE FOR THE ACTS OR OMISSIONS OF SUCH USER IN CONNECTION WITH OUR SERVICES. Our Platform is only intended for use solely in the United States of America, Member States of the European Union and Ghana, by residents of such markets, and we make no claims that our Platform is appropriate for use outside those markets. Those who choose to access our Platform from outside such markets do so on their own initiative and at their own risk and are responsible for compliance with applicable local laws. By using our Platform, you consent to having your Login Credentials and any personal information that you provide to us transferred to and processed in the United States of America subject to the restrictions on such data as provided in our Privacy Policy.

2.3 These Terms may have changed since your last visit. We reserve the right to revise these Terms in our sole discretion at any time and without prior notice to you other than by posting the revised Terms on the Platform. Revisions to the Terms are effective upon posting. The Terms will be identified as of the most recent date of revision. Your continued use of the Platform after a revised version of these Terms has been posted on our Platform constitutes your binding acceptance of the revised Terms.

3. The Platform.

3.1 General. Our Platform may allow you to upload or download certain Content from such devices and applications as we may from time to time make available for purposes of beta testing the Platform’s capabilities pursuant to the Beta Test Objectives.

3.2 Independent Contractor Status. You and Numanac are independent contractors with respect to each other. You agree not to use any trademark or other identifying mark of Numanac without our written consent.

4. Responsibilities. 

4.1 Your Responsibilities: You shall perform or provide the following:

4.1.1 Beta Test Equipment.  You shall be responsible for procuring all hardware, software and services (including telecommunications services) necessary to use the Platform for the beta test.

4.1.2 Beta Test Duration.  You shall run and beta test the Platform pursuant to the Beta Test Objectives during the entire Term.

4.1.3 Beta Test Feedback; Suggestions.  You agree to provide any material feedback regarding the Platform to us pursuant to the Beta Test Objectives, including without limitation usability, bug reports and comprehensive test results during the beta test, including answer content and source quality evaluation, and shall keep us apprised of all such information which may arise during the beta test (collectively and separately, “Feedback”). Feedback shall be provided orally or in a written summary on a weekly basis (unless otherwise agreed upon), and both you and Numanac agree to set up a mutually agreeable time to exchange Feedback.  Weekly summaries shall include, without limitation, information on ease of installation, ease of administration, ease of loading and running applications, compatibility issues, performance relative to expectations, ease of use of the documentation and problems and successes of system delivery, obtaining software, service and support methodology, Test Results and general experience of you with the Platform, as applicable.  Notwithstanding the foregoing, we welcome your ideas and suggestions on topics related to the Platform that are outside the Beta Test Objectives (collectively, “Suggestions”). You agree that: (i) all Feedback and Suggestions become our property and you are not owed any compensation in exchange; (ii) none of the Feedback and Suggestions contain confidential or proprietary information of any third party; (iii) we may use or redistribute Feedback and Suggestions for any purpose and in any way; (iv) there is no obligation for us to review your Feedback and Suggestions; and (v) we have no obligation to keep any Feedback and Suggestions confidential.

4.1.4 Beta Test Final Feedback Report.  Within ten (10) days after the expiration or termination of these Terms, you shall provide us with a final written Feedback report containing your configuration, a description of the application, an evaluation of the Platform’s functionality, publications, performance and overall support.  You further agree that we may freely use, disclose, reproduce, license, distribute and otherwise commercialize Feedback in any Numanac product, technology, service, specification or other documentation.

4.1.5 Your Assistance.  You shall assist us with the determination and resolution of problems associated with the Platform, which may include collecting and furnishing data to us.

4.1.6 Access.  You shall allow our personnel reasonable access to discuss the beta test, including without limitation Feedback and Suggestions.

4.2 Numanac’s Responsibilities. We shall perform or provide the following.

4.2.1 Delivery of Platform.  We shall provide you with the Platform promptly after you agree to these Terms.  In addition, we shall deliver to you such documentation as we deem necessary for the Platform and the Beta Test Objectives, without charge to you, for the duration of the Term.  The Platform and all such documentation shall be Confidential Information of Numanac, which shall be used only in furtherance of the Beta Test Objectives and shall be restricted to those persons within your organization that are assigned to participate in such beta test.  You acknowledge that the Platform and all related materials are beta level products and may not perform as expected.

4.2.2 Numanac Assistance. We shall provide reasonable support for the resolution of issues that arise during the beta test.  This may include the review of your test plans. Technical support inquiries from you will be handled in a commercially reasonable manner.

5. Login Credentials; Account Information; Communications.

5.1 Login Credentials. In order to use the Platform, you may be required to create an Account by providing certain information. We may ask you to complete a registration form and create a username and password, or we may permit you to login through a third party application (your username, password for us or for any third party application, your “Login Credentials”).  Upon creating an Account, we may generate a unique identification code (your “User ID”) associated with your Account. You are responsible for protecting your Login Credentials from unauthorized use, and you are responsible for all activity that occurs on your Account (including without limitation any financial obligations). You agree to notify us immediately if you believe that your Login Credentials have been or may be used without your permission so that appropriate action can be taken. We are not responsible for losses or damage caused by your failure to safeguard your Login Credentials.

5.2 Account Information. During your registration, you shall give truthful information about yourself (such as name, email address, physical address, phone number and payment account information) (collectively, together with the additional information referenced in Section 5.1, your “Account Information”). You represent, warrant and covenant to us that your Account Information is and shall remain accurate and up-to-date, and you understand that you are responsible for ensuring that your Account Information is accurate and for keeping your Account Information up to date.  We may contact you to verify your Account Information and may require you to provide additional information for purposes of fraud prevention and verifying your Account Information.  We may suspend you from the Platform if you do not provide such information within a reasonable period.

5.3 Acknowledgements for You to Receive Communications. You hereby agree: (i) to receive communications, including emails, text messages, push notifications, mail and telephone calls, that are related to the Platform; (ii) that any communications from us may also include marketing materials from us or from third parties; (iii) and that any notices, agreements, disclosures or other communications that we send to you electronically are deemed to satisfy any legal communication requirements. You may opt out from receiving our communications by emailing support@numanac.com, or selecting to unsubscribe as may be provided in the applicable correspondence. In addition, if you create an Account, we may allow you to opt in to receive certain communications regarding certain Account activity (any such settings, “Notification Settings”).

6. Scope of the Platform; Modifying and Terminating Service.

6.1 Modification of the Platform. We may change and update the Platform at any time. We may add or remove features at any time.

6.2 Suspension of the Platform. We may suspend or discontinue the Platform, in whole or in part, or terminate your access to the Platform, at any time and for any reason, without notice. Our Platform may also periodically become unavailable due to maintenance or malfunction of computer equipment or for other reasons.

7. Licenses.

7.1 Evaluation.  Subject to the terms and conditions contained herein, we grant to you, and you accept, a non-exclusive, non-transferable license (without the right to sublicense) to use and test the Platform solely in the United States of America, Member States of the European Union and Ghana, for the sole purpose of evaluating the Platform pursuant to the Beta Test Objectives.

7.2 No Rights to Distribute.  You are not granted any rights to distribute or otherwise disclose the Platform, any portion or component of the Platform or any information regarding the Platform under these Terms.

7.3 Revocation. Your license to use our Platform is automatically revoked if you violate these Terms. From time to time, we may upgrade our Platform or make improvements to our Platform. You agree that these Terms will apply to all such upgrades or improvements. The foregoing license grant is not a sale of any mobile application we may provide or the Platform or a sale of a copy of any such application or our Platform, and we retain all rights and interest in our Platform. Any attempt by you to transfer any of the rights, duties or obligations hereunder, except as expressly provided for in these Terms, is void. We reserve all rights not expressly granted under these Terms.

7.4 No Implied Licenses. Nothing contained on our Platform should be construed as granting, by implication, estoppel, or otherwise, 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 or the written permission of the third party that may own the trademark or copyright of material displayed on our Platform.

8. Term; Termination.

8.1 Term.  These Terms shall commence on the date you agree to these Terms (the “Effective Date”) and shall expire sixty (60) days after the Effective Date, unless earlier terminated pursuant to Section 8.2 (the “Term”).

8.2 Termination.  These Terms may be terminated at any time for any or no reason by either Party upon notice to the other Party.

8.3 Effects of Termination.

(a) Upon expiration or termination of these Terms, you shall have no further right to use or test the Platform, and you shall delete all Platform Content you may have in your possession within ten (10) days of termination.  You shall certify in writing to us within ten (10) days following termination or expiration that you have complied with this Section 8.3(a).

8.4 Survival of Terms. The following Sections of these Terms and any accrued obligations will survive any termination of these Terms: 2.1, 2.2, 3, 4, 5.3, 7, 8, 9, 10, 11, 12, and 13, and any related definitions.

9. Intellectual Property.

9.1 Content; Individual Data; Suggestions.

9.1.1 Numanac Content. Subject to these Terms and any other agreement between you and us, we hereby grant you a limited, personal, non-transferable, non-exclusive, non-sublicensable, revocable license to access and use Content that we make available through the Platform, solely for purposes of the beta test pursuant to the Beta Test Objectives, and subject to any restrictions on certain types of Content set forth in these Terms. You understand that the Content that is posted or generated on or by our Platform is used by you at your own risk.

9.1.2 Changes to Content. We reserve the right to make changes to any Content or descriptions of our Platform without obligation to issue any notice of such changes.

9.1.3 Rights in User Content Granted by You. You hereby grant to us a non-exclusive, perpetual, irrevocable, worldwide, sublicensable, transferable, royalty free, fully paid up license to reproduce, distribute, prepare derivative works of, modify, translate, adapt, publicly perform, publicly display and otherwise use your User Content, and you understand that we may allow any third party to use your User Content as well.

9.1.4 Your Responsibility for User Content. You are solely responsible for all of your User Content. You represent and warrant that you own all your User Content or you have all rights that are necessary to grant us the license rights in your User Content under these Terms. You also represent and warrant that neither your User Content, nor your use and provision of your User Content to be made available through our Platform, nor any use of your User Content by Numanac on or through our Platform, will infringe, misappropriate or violate a third party’s intellectual property rights, or rights of publicity or privacy, or result in the violation of any applicable law or regulation.

9.1.5 Individual Data. You will own your Individual Data. You hereby grant us a non-exclusive, perpetual, irrevocable, worldwide, sublicensable, transferable, royalty free, fully paid up license to reproduce, distribute, prepare derivative works of, modify, translate, adapt, publicly perform, publicly display and otherwise use any Individual Data, and you understand that we may allow any third party to use such Individual Data.[DL1] [AC2] [DL3] [AC4]  We agree to only use Individual Data in de-identified or aggregated form and to only provide Individual Data to third parties in de-identified, encrypted or aggregated form.

9.2 Platform.  We shall retain all right, title and interest in and to the Platform and all Intellectual Property therein and you shall not take any action inconsistent with such title and ownership.  You shall not have any ownership interest in any element, segment or component of the Platform.  “Intellectual Property” means all patent, copyright, trademark, trade secret or any other industrial or intellectual property rights.

9.3 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.

9.4 No Reverse Engineering.  You shall not, and shall not cause or permit, modification, adaptation, making derivative works of or reverse engineering, disassembling or decompiling of the Platform or any component thereof.

9.5 Improvements.  We shall be the sole owner of all right, title and interest in and to all improvements to the Platform, including without limitation any improvement made as a result of any Feedback or Suggestions.  You hereby assign all of your right, title and interest in and to any Intellectual Property in any Feedback or Suggestions that you provide to us.  You shall execute such other documentation to evidence or perfect our ownership interests in and to any such Feedback or Suggestions as may be requested by us from time to time.

9.6 Copyright Infringement; DMCA Policy. If you believe that any materials on our Platform infringe your copyright, you may request that such materials be removed. This request must bear a signature (or electronic equivalent) of the copyright holder or an agent and must include the following: (i) 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; (ii) identification of the material that you believe to be infringing, including a description of the material, and its location on our Platform; (iii) your name, address, telephone number and email address; (iv) 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; (v) a statement that the information in your claim is accurate; and (vi) 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. Our agent for copyright issues relating to our Platform is Copyright Agent, 165 Main Street, Unit 1212, Cambridge, MA 02142 or DMCA@numanac.com. To protect the rights of copyright owners, we reserve the right to suspend your Account and/or other any User privileges, delete or disable content alleged to be infringing and/or terminate the Account and/or other User privileges of a repeat infringer.

9.7 Privacy Policy. Our Privacy Policy describes the collection, use and disclosure of data by us in connection with our Platform. Our Privacy Policy, as may be updated by us from time to time in accordance with its terms, is hereby incorporated into these Terms, and you hereby agree to the collection, use and disclosure practices set forth therein.

9.8 Security. You acknowledge that our Platform uses the Internet for data transfer and Internet-connected servers to store Content and Individual Data. While we use commercially reasonable security measures for such servers, 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.

10. Your Use; Prohibited Conduct.

10.1 General. As a condition of your use of our Platform, you will not use our Platform for any purpose other than the beta test pursuant to the Beta Test Objectives, including without limitation any purpose that is unlawful or otherwise prohibited by these Terms.  You further agree to comply with any other applicable terms and conditions of use set forth on our Platform.

10.2 Prohibited Use; Unauthorized Access. You agree not, and will not permit any person or entity, to: (i) use, or allow the use of, our Platform for any unfair or deceptive practices or in contravention of any federal, state, local, foreign or other applicable law or rules and regulations of regulatory or administrative organizations; (ii) act in a fraudulent, tortious, malicious or negligent manner when using our Platform; (iii) act in any manner that, in our sole discretion, could damage, disable, overburden, impair or interfere with any other party’s use of our Platform; (iv) obtain or attempt to obtain any information through any means not intentionally made available through our Platform; (v) obtain unauthorized access to any computer system through our Platform; (vi) circumvent, remove or otherwise interfere with any security-related features of our Platform, features that prevent copying or using any part of our Platform or features that enforce limitations on the use of our Platform or any Content; (vii) introduce viruses, worms, Trojan horses and/or harmful code to our Platform; and (viii) use any robot, spider, site search/retrieval application or other automated device, process or means to access, retrieve, scrape or index any portion of our Platform or any Content. In the event that 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.

10.3 Prohibited Content and User Activity. You agree that you will not, and will not authorize or facilitate any attempt by another person or organization to use our Platform to: (i) transmit or submit any Content that is unlawful, harmful, threatening, abusive, harassing, defamatory, vulgar, offensive, obscene, pornographic, lewd, lascivious or otherwise objectionable, as determined by us; (ii) use a name or language that we, in our sole discretion, deem offensive. We reserve the right to consider other conduct to be prohibited. In addition, you acknowledge and agree that you will not post any content to any of our social media accounts that is any of items (i)–(xvi) above.

10.4 Intellectual Property Infringement. You agree that the structure, organization and code used in conjunction with our Platform are proprietary to us. You shall not, and shall not permit any person or entity to: (i) use our Platform on a service bureau, time sharing or any similar basis, or otherwise for the benefit of any other person or entity; (ii) alter, enhance, or make derivative works of our Platform or any Content available through the foregoing; (iii) reverse engineer, reverse assemble or decompile, or otherwise attempt to derive source code from our Platform; or (iv) sell, transfer, publish, disclose, display or otherwise make available our Platform including any modifications, enhancements, derivatives and other software and materials provided hereunder by us or copies thereof to others in violation of these Terms. Unless otherwise set forth by us in writing, you understand and acknowledge that all Content contained on our Platform is the property of us and/or our affiliates or licensors, and is protected from unauthorized copying and dissemination by United States copyright law, trademark law, international conventions and other intellectual property laws. Product names are trademarks or registered trademarks of their respective owners.

11. Third Party Platform.

11.1 Third Party Platform, Generally. Our Platform may include features or functionalities that interoperate with services operated by third parties, which may be pursuant to a generally available application programming interface made available by such a third party or pursuant to an agreement that we have with such a third party. We have no control over any features or functionalities offered by any third party, and those features or functionalities may be modified, suspended or terminated at any time with no notice.

11.2 Third Party Links. Our Platform may contain links to third party sites. These links are provided to you as a convenience, and we are not responsible for the content of any linked third party site. Any third party site accessed from our Platform is independent from us, and we have no control over the content of that site. In addition, a link to any third party site does not imply that we endorse or accept any responsibility for the content or use of such site. You understand that use of any third party site is subject to its terms of service and privacy policy. We request that you exercise caution and good judgment when using third party sites.

11.3 Providers of Third Party Platforms. You hereby acknowledge and agree that all of our licensors, suppliers or other third parties: (i) are not parties to these Terms; (ii) have no obligation whatsoever to furnish any maintenance or support services with respect to Numanac; (iii) are not responsible for addressing claims by you or any third party relating to our Platform, including without limitation any product liability claims, claims under consumer protection laws or claims under any other law, rule or regulation; and (iv) have no responsibility to investigate, defend, settle or discharge any claim that our Platform or use thereof infringes any third party intellectual property rights.

12. Confidentiality.

12.1 Confidential Information.  You agree that in order to perform the beta test, we may disclose to you certain confidential information which may be identified as such in writing or may reasonably be considered confidential (“Confidential Information”).  All Feedback and Suggestions shall also constitute Confidential Information.

12.2 Protection of Proprietary Information.  You agree to protect the confidentiality of Confidential Information with at least the same degree of care that you utilize with respect to your own similar proprietary information, but in no event less than reasonable and customary care for such materials, including without limitation agreeing:

(a) not to disclose or otherwise permit any other person or entity access to, in any manner, any Confidential Information, or any part thereof in any form whatsoever, except that such disclosure or access shall be permitted to an employee of yours requiring access to such Confidential Information in the course of his or her employment in connection with these Terms and who has signed an agreement obligating such employee to maintain the confidentiality of the confidential information of third parties in your possession, and you shall be responsible for any action or omission of any such employee that would breach these Terms;

(b) to notify us promptly and in writing of the circumstances surrounding any suspected possession, use or knowledge of any Confidential Information or any part thereof at any location or by any person or entity other than those authorized by these Terms; and

(c) not to use any Confidential Information for any purpose other than as explicitly set forth herein.

13. Limitation of Liability; Disclaimer; Miscellaneous.

13.1 Disclaimer.

13.1.1 No Warranty. OUR PLATFORM AND ALL CONTENT ON OR ACCESSIBLE FROM OUR PLATFORM IS PROVIDED "AS IS" WITHOUT WARRANTY OF ANY KIND, EITHER EXPRESS OR IMPLIED, INCLUDING WITHOUT LIMITATION ANY IMPLIED WARRANTY OF MERCHANTABILITY, 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 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 OUR SERVERS OR THE SERVER(S) THAT MAKE THEM AVAILABLE ARE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS.

13.1.2 Waiver of 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 Content but does not actively create User Content. Under no circumstances will Numanac be liable for any claims that may arise from User Content, including without limitation claims for intellectual property infringement.

13.2 Limitation of Liability.

13.2.1 General. IN NO EVENT SHALL WE BE LIABLE TO YOU, ANY OTHER USER OF OUR PLATFORM, ANY THIRD PARTY PROVIDER OR ANY OTHER PERSON OR ENTITY FOR ANY SPECIAL, INCIDENTAL, PUNITIVE, CONSEQUENTIAL, EXEMPLARY OR OTHER INDIRECT DAMAGES (INCLUDING WITHOUT LIMITATION DAMAGES FOR LOSS OF PROFITS, LOSS OF DATA, LOSS OF USE OR COSTS OF OBTAINING SUBSTITUTE GOODS OR SERVICES) ARISING OUT OF THE USE, INABILITY TO USE, UNAUTHORIZED ACCESS TO OR USE OR MISUSE OF OUR PLATFORM, YOUR CONTACT INFORMATION, CONTENT OR ANY INFORMATION CONTAINED THEREON OR IN CONNECTION THEREWITH, WHETHER BASED UPON WARRANTY, CONTRACT, TORT (INCLUDING NEGLIGENCE), OR OTHERWISE, EVEN IF WE HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES OR LOSSES.

13.2.2 Limitation. OUR AGGREGATE LIABILITY TO YOU FOR ALL CLAIMS ARISING FROM THESE TERMS SHALL NOT EXCEED ONE HUNDRED U.S. DOLLARS ($100.00).

13.2.3 Exclusion. SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF CERTAIN WARRANTIES OR THE LIMITATION OR EXCLUSION OF LIABILITY FOR INCIDENTAL OR CONSEQUENTIAL DAMAGES. ACCORDINGLY, SOME OF THE ABOVE LIMITATIONS MAY NOT APPLY TO YOU BUT SHALL INSTEAD APPLY TO THE MAXIMUM EXTENT PERMITTED BY LAW.

13.3 Indemnification. By using our Platform, you hereby agree to indemnify and hold harmless us and our officers, directors, employees and agents from any claims, damages, losses, liabilities, and all costs and expenses of defense (collectively, “Claims”), including without limitation attorneys' fees, resulting directly or indirectly from a claim by a third party that arises in connection with (i) your provision of any Content, (ii) your use of our Platform and/or (iii) any user or other third party’s use of any Content that you submit via our Platform. At our option, you agree to defend us from any Claims.

13.4 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 a duly agent of Numanac.

13.5 Minors. Our Platform is available only to, and may only be used by, individuals who can form legally binding contracts under applicable law. If you are a parent or guardian and you discover that your child has created an unauthorized account on our Platform, please contact us at 165 Main Street, Unit 1212, Cambridge, MA 02142 or +1-(312)-918-1438 and we will remove the account.

13.6 Successors and Assigns; Binding Effect. 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. These Terms shall bind and inure to the benefit of the parties to these Terms and their respective successors, permitted transferees and permitted assigns.

13.7 Entire Agreement; Interpretation. These Terms, including our Privacy Policy, contain the entire understanding of the parties with respect to the transactions and matters contemplated herein, supersede all previous communications, understandings and agreements (whether oral or written) other than any click-through or end user license agreement provided by us, and cannot be amended except by a writing signed by both parties or by our posting of an amended version of these Terms on our Platform. The headings and captions used in these Terms are used for convenience only and are not to be considered in construing or interpreting these Terms. 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.

13.8 Publicity. You agree that we may issue a news release or other public announcement relating to the performance of the Platform which may include Feedback, Suggestions or other results of the beta test. You shall not issue any news release or other public announcement relating to these Terms.

13.9 Compliance with Laws.

13.9.1Export. You shall not export, directly or indirectly, the Platform, or other information or materials provided by us hereunder, to any country for which the United States or any other relevant jurisdiction requires any export license or other governmental approval at the time of export without first obtaining such license or approval.  It shall be your responsibility to comply with all applicable United States export Laws, and you shall defend and indemnify Numanac from and against any damages, fines, penalties, assessments, liabilities, costs and expenses (including reasonable attorneys’ fees and court costs) arising out of any claim that the Platform or other information or materials provided by us hereunder were exported or otherwise shipped or transported in violation of applicable Laws.  For the purposes of this Section 13.10.1, “Laws” means any declaration, decree, directive, legislative enactment, order, common law, ordinance, regulation, rule, guideline, guidance or other binding restriction or requirement of or by any governmental authority, as may be amended or replaced from time to time. You shall comply with all applicable Laws and industry standards with respect to the Platform or the use thereof, and the performance by you of your obligations hereunder, existing in any jurisdiction in which you use the Platform.

13.10 Governing Law; Dispute Resolution. These Terms, and any dispute between you and us, shall be governed by the laws of the Commonwealth of Massachusetts, U.S.A., without regard to principles of conflicts of law that would result in the application of the law of any other jurisdiction, except that the Federal Arbitration Act shall govern the interpretation and enforcement of the arbitration provisions set forth below. Unless you and we agree otherwise, in the event that this Section 13.11 is found not to apply to you or to a particular claim or dispute, either as a result of your decision to opt-out of the Agreement to Arbitrate or as a result of a decision by the arbitrator or a court order, you agree that any claim or dispute that has arisen or may arise between you and us must be resolved exclusively by a state or federal court located in the Commonwealth of Massachusetts, U.S.A., except that you or we are permitted (a) to bring small claims actions in state court in the county in which you reside if such court has a small claims procedure and if such court is located in the United States of America; (b) to bring claims for injunctive relief in any court having jurisdiction over the parties; or (c) to seek enforcement of a judgment in any court having jurisdiction over the parties. To the extent permitted by law, you and we agree to waive trial by jury in any court proceeding.

13.11 Agreement to Arbitrate; Waiver of Class Action.

13.11.1 Mandatory Arbitration of Disputes; Arbitration Procedures. Except if you opt-out or for disputes relating to your or our intellectual property (such as trademarks, trade dress, domain names, trade secrets, copyrights and patents) or for items (a)–(c) set forth in Section 13.11 (Governing Law; Dispute Resolutions), you agree that all disputes between you and us (whether or not such dispute involves a third party) arising out of or relating to these Terms, our Platform, and/or our Privacy Policy shall be finally resolved by 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”) and you and we hereby expressly waive trial by jury. You and we shall appoint as sole arbitrator a person mutually agreed by you and us or, if you and we cannot agree within thirty (30) days of either party’s request for arbitration, such single arbitrator shall be selected by the AAA upon the request of either party. The parties shall bear equally the cost of the arbitration (except that the prevailing party shall be entitled to an award of reasonable attorneys' fees incurred in connection with the arbitration in such an amount as may be determined by the arbitrator). All decisions of the arbitrator shall be final and binding on both parties and enforceable in any court of competent jurisdiction. Notwithstanding the foregoing, application may be made to any court for a judicial acceptance of the award or order of enforcement. Under no circumstances shall the arbitrator be authorized to award damages, remedies or awards that conflict with these Terms.

13.11.2 Class Action Waiver. Any claims brought by you or us must be brought in such party’s individual capacity, and not 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 claims covered by these Terms.  You hereby waive any and all rights to bring any claims related to these Terms and/or our Privacy Policy as a plaintiff or class member in any purported class or representative proceeding.  You understand and agree that you may bring claims only on your own behalf.

13.11.3 Opt-Out. You may opt out of this Agreement to Arbitrate. If you do so, neither you nor we can require the other to participate in an arbitration proceeding. To opt out, you must notify us in writing within thirty (30) days of the date that you first became subject to this arbitration provision. The opt-out notice must state that you do not agree to the Agreement to Arbitrate and must include your name, address, phone number, your Numanac account, if applicable, to which the opt-out applies and a clear statement that you want to opt out of this Agreement to Arbitrate. You must sign the opt-out notice for it to be effective. This procedure is the only way you can opt out of the Agreement to Arbitrate. You must use this address to opt out: Numanac, Inc, 165 Main Street, Unit 1212, Cambridge, MA 02142, ATTN: Arbitration Out-Out.

13.11.4 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 the Arbitration Procedures (other than a change to any notice address or Platform link provided herein) in the future, that change shall 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 the Agreement to Arbitrate from these Terms, such termination shall not be effective until thirty (30) days after the version of these Terms not containing the Agreement to Arbitrate is posted to our Platform, and shall not be effective as to any claim that was filed in a legal proceeding against us prior to the effective date of removal.

13.11.5 Survival. In accordance with Section 1, this Section 13.12 shall survive the termination of your relationship with us.

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