Agreement for Sprint Smart Messaging / Numa Service

Last updated: January 16, 2020

These terms and conditions comprise a legally binding agreement between You and NumberAI, Inc. (“Agreement”) for the Numa Service (“Service”). The words “NumberAI,” “we” or “us” refer to NumberAI, Inc. and its affiliated entities and our respective successors, employees, directors, agents, permitted assigns and suppliers providing services under this Agreement, unless described differently below. The word "You" or “your” refers to the business, whether a legal entity or an individual person entering into this Agreement, and any person that uses the account for that business.

Because there are laws that apply to certain types of messages that You may send via the Service and/or the content in messages that the Services transmits, please read the terms and conditions below carefully. You are solely responsible for determining the applicability of and your compliance with any such laws.

BY AGREEING TO THESE TERMS, YOU ARE ENTERING INTO THE AGREEMENT WITH NUMBER AI, INC. AND WILL BE BOUND BY THE TERMS AND CONDITIONS PRESENTED BELOW WITHOUT CHANGE AND YOU CONSENT TO HAVE THIS AGREEMENT PROVIDED TO YOU IN ELECTRONIC FORM.

1. About the Service.
   • Account Registration. To use the Service, You must open an account with us (“Account”). In establishing your Account, you will provide personally identifiable information, as well as non-personally identifiable information. You will provide and maintain complete and accurate information. You will comply other Service Requirements available at https://content.getnuma.com/legal/requirements.html and which you expressly agree are subject to change by us in our sole discretion during the Term. Your use of the Service after we post notice of such changes will represent your acceptance of the modified requirements. You are responsible for keeping your Account password(s) secure. You are entirely responsible for any activities that happen through your Account – until You notify us of a breach, close your Account or prove that Your account security was compromised due to a fault of our systems. You are prohibited from selling, trading or otherwise transferring your Account or any information therein to another entity. We reserve the right to suspend or terminate your Account due to inaccurate and/or incomplete information and/or for your failure to comply with the account requirements and/or the Service Requirements.
   • Payment of Fees for the Service. By entering into this Agreement, You acknowledge and agree that, except for any trial period that may be applicable, the Service is subject to You paying applicable fees which may include monthly recurring fees, usage fees, non-recurring fees, (collectively “Service Fees”) as well as applicable state and federal taxes, surcharges and/or other fees that we are required or permitted to impose, if any, (collectively (“Other Fees” and with Service Fees will be referred to as “Charges”). You will timely pay the Charges for the Service. Other Fees will be based on the bill-to address included in your account. We reserve the right to suspend or terminate your Account without notice if you fail to pay any Charges and we reserve the right to pursue any and all legal remedies to collect the amounts owed by You and You will reimburse us for reasonable attorneys' fees and any other collection costs. Charges will be billed in advance of the given Service Period. If Your Account is terminated prior to the end of the then-current Service Period, You will not be eligible for a prorated refund of any portion of amounts paid. If you provide a credit card for payment of Charges, (a) you authorize us to charge Your chosen financial institution, credit card issuer or other provider (the "Payment Provider"); (b) Your Account will be automatically setup for credit card auto-renewal (i.e. monthly, yearly) by default, using the credit card information You include in Your Account; (c) billing will commence on the date You complete the Account registration; and (d) You will maintain a current and active credit card as part of your Account. If we do not receive payment from Your Payment Provider, You will pay all amounts due on Your account upon demand.
   • Limited License for Service App. Provided You comply with all terms and conditions of this Agreement, we grant you a limited, non-exclusive, non-transferable, revocable license (without the right to sublicense) to download and use the Service Messaging App (“Service App”) during the Term solely for purpose of using the Service, in accordance with the written materials we may provide, if any, (“Documentation”), in conjunction with the telephone number(s), Facebook account and/or any other account(s) that you provide to us. The Service App includes update that we may voluntarily provide, if any.
   • Content in Messages. You grant us a worldwide, non-exclusive, royalty-free, fully-paid, transferable, irrevocable, perpetual and sub-licensable right and license to use, reproduce, modify, adapt, publish, prepare derivative works of, distribute, publicly perform, and publicly display any content included in any type of message sent and/or received through your Account (“Content”) throughout the world in any media for any reason, including to provide, promote, incorporate into and/or improve the Service. You retain all rights in your Content, subject to your grant to us. You represent and warrant that Content you create is accurate, not confidential and not in violation of applicable law or agreement. Your Content will comply with the Service Requirements. We exercise no control over the Content. We reserve the right to remove Content at any time and for any reason without notice.
   • What you agree to do. By entering in to this Agreement, You authorize us (including without exception our suppliers) to receive, collect, read, use, process, transmit, disclose and store and respond to any messages – whether SMS, Facebook, voice mail or any other type of message - sent to and/or from you, as necessary to provide the Service, and for purposes of our on-going development of the Service. As required by applicable law for any of your website(s), You will post and maintain a privacy policy that is consistent with this Agreement, and at a minimum, (a) covers the collection, use, and disclosure of personally identifiable information (i.e. name, telephone number), data, content and any other information collected while you utilize the Service; and (b) states that you share personally identifiable information with third party service providers (like us) in the course of operating your business. For messages that you send and receive with the Service, you will be responsible for providing any notices and obtaining all consents as may be required by applicable laws. You will use the Service for lawful purposes. You will comply with any applicable law, including without limitation the Telephone Consumer Protection Act ("TCPA”) and privacy-related laws, and any applicable terms, conditions, policies or the equivalent of your telephone provider, of Facebook and any other account you may use in conjunction with the Service.
   • Your Consent to Data Collection; Our Privacy Policy. By entering in to this Agreement, You authorize us to collect, use and disclose personal information (including for example purposes only, name, address, telephone number of people you that access and/or use your Account and your customers) necessary to enable delivery of the Service, including without limitations, functions incidental and necessary to such delivery. Additionally, we provide the Service subject to our privacy policy at http://numberai.com/privacy_policy.php. You acknowledge and agree that we may update our privacy policy from time to time at our sole discretion. Your use of the Service after we post notice of such changes will represent your acceptance of the modified policy.
   • Customer Support. For any questions You may have about the Service, including but not limited to billing questions, You should first review the FAQ and help topics available from your Account. If you still have a question, you may contact us via email or chat from your Account.
   • Maintenance, Modifications, Discontinuance. We reserve the right to – with or without notice - perform maintenance, modify, replace, refuse access to, limit access to or discontinue the Service, partially or entirely and we will have no liability to You or any third party should we exercise such rights.
   • Suspension and Termination. Without prejudice to any other rights, we reserve the right to suspend your Account and/or your access to the Service and/or terminate the Agreement at any time for any or no reason and without notice to You. Should we exercise such right, we will have no liability to you or any third party.
   • Restrictions on the Service. Since we own the Service, including but not limited to the Service App, we retain all right, title and interest to it (including but not limited to derivative works) and the Intellectual Property Rights therein, you will not and you will not permit others to do any of the following: sublicense, rent, lease, timeshare, use via a service bureau or otherwise make available to third parties except as provided herein, copy, modify, create derivative works of the Service; remove or alter any copyright notices, proprietary information notices or restricted rights notices or other information provided as part of the Service; or translate, reverse engineer, decompile, disassemble, or otherwise reduce to human perceivable form any software portion of the Service. "Intellectual Property Rights" mean all intellectual property rights, including, without limitation, designs, patent, copyright, trademark, and trade secret and other intellectual property or proprietary rights arising under the laws of any jurisdiction. ALL RIGHTS NOT EXPRESSLY GRANTED HEREUNDER ARE RESERVED TO US.
   • Customer Messages, Customer Orders and Other Third Party Materials. You acknowledge and agree that the Service is subject to services, including software, equipment, network(s), among other things, for which we have no control, and we assume none and will have no liability for such, including for example purposes only, messages delayed and/or not sent/received. We do not process any credit card information for orders that your customers may submit to you via the Service as those will be processed by a third party. As between us and you, you will be responsible for arranging such services and are solely liable for any such services that you offer to your customers.
2. TERM AND TERMINATION.

   This Agreement will commence on the date you agree to it and will continue for the term for Service to which you agree (each a “Service Period” and collectively the “Term”). Either party may terminate the Agreement by providing written notice at least 30 days prior to the first day of the next Service Period. Upon termination of this Agreement, the rights and licenses granted to you under this Agreement will immediately terminate, including your license to the Service App, and you will immediately cease using, and will delete the Service App. The rights and obligations of the parties set forth in Sections 1.2, 1.4, 1.10, 2, 3-6 will survive termination or expiration of this Agreement for any reason.

3. WARRANTY DISCLAIMER.

   TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, WE PROVIDE THE SERVICE (INCLUDING ANY SOFTWARE PROGRAMS) ON AN “AS IS,” “AS AVAILABLE,” BASIS AND WITH ALL FAULTS; WE DO NOT WARRANT UNINTERRUPTED USE OR OPERATION OF SERVICE OR THAT ANY DATA SENT BY OR TO YOU WILL BE TRANSMITTED IN UNCORRUPTED FORM OR WITHIN A REASONABLE AMOUNT OF TIME. WE DO NOT WARRANT THE ACCURACY OR RELIABILITY OF ANY DATA OBTAINED THROUGH THE SERVICE.

   WE DO NOT PROVIDE ANY EXPRESS WARRANTIES OR REPRESENTATIONS FOR THE SERVICE (INCLUDING THE SERVICE APP OR ANY OTHER SOFTWARE). TO THE FULLEST EXTENT PERMISSIBLE UNDER APPLICABLE LAW, WITH RESPECT TO THE SERVICE, WE DISCLAIM ANY AND ALL IMPLIED WARRANTIES AND REPRESENTATIONS, INCLUDING, WITHOUT LIMITATION, ANY WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NONINFRINGEMENT OR ARISING FROM A COURSE OF DEALING OR USAGE OF TRADE. IF YOU ARE DISSATISFIED OR HARMED BY THE SERVICE OR ANYTHING RELATED TO THE SERVICE, YOU MAY CEASE USE OF THE SERVICE AND CANCEL YOUR ACCOUNT IN ACCORDANCE WITH THE TERMS INCLUDED HEREIN, AND THIS WILL BE YOUR SOLE AND EXCLUSIVE REMEDY.

4. LIMITATION OF LIABILITY.

   TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, WE DISCLAIM AND IN NO EVENT WILL WE BE LIABLE FOR ANY SPECIAL, INDIRECT, INCIDENTAL, PUNITIVE OR CONSEQUENTIAL DAMAGES WHATSOEVER, INCLUDING, BUT NOT LIMITED TO, DAMAGES FOR: LOSS OF PROFITS OR REVENUES, LOSS OF CONFIDENTIAL OR OTHER INFORMATION, BUSINESS INTERRUPTION, PERSONAL INJURY, LOSS OF PRIVACY, CORRUPTION OR LOSS OF DATA, FAILURES TO TRANSMIT OR RECEIVE DATA OR ANY OTHER PECUNIARY LOSS WHATSOEVER ARISING OUT OF OR IN ANY WAY RELATED TO THE USE OF OR INABILITY TO USE SERVICE OR OTHERWISE IN CONNECTION WITH ANY PROVISION OF THIS AGREEMENT.

   UNDER NO CIRCUMSTANCES WILL WE BE RESPONSIBLE FOR ANY DAMAGE, LOSS, OR INJURY RESULTING FROM HACKING, TAMPERING, OR OTHER UNAUTHORIZED ACCESS OR USE OF THE SERVICE, YOUR ACCOUNT, OR THE INFORMATION CONTAINED THEREIN.

   NOTWITHSTANDING ANY DAMAGES THAT YOU MIGHT INCUR FOR ANY REASON WHATSOEVER (INCLUDING, WITHOUT LIMITATION, ALL DAMAGES REFERENCED ABOVE AND ALL DIRECT OR GENERAL DAMAGES), THE ENTIRE LIABILITY OF NUMBERAI RELATED IN ANY WAY TO THE SERVICE PROVDIED UNDER THIS AGREEMENT AND YOUR EXCLUSIVE REMEDY FOR ALL OF THE FOREGOING WILL BE LIMITED TO PROVEN DIRECT DAMAGES NOT TO EXCEED THE GREATER OF (A) THE AMOUNT OF FEES RECEIVED BY US IN CONNECTION WITH YOUR USE OF THE SERVICE DURING THE THREE (3) MONTH PERIOD IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO THE LIABILITY; OR (B) $1,000. THIS LIMITATION WILL NOT LIMIT YOUR RESPONSIBILITY FOR THE PAYMENT OF ALL PROPERLY DUE FEES RELATED TO THE SERVICE.

   THE FOREGOING LIMITATIONS, EXCLUSIONS AND DISCLAIMERS WILL APPLY (C) TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, EVEN IF ANY REMEDY FAILS ITS ESSENTIAL PURPOSE; (D) REGARDLESS OF WHETHER YOU BASE YOUR CLAIM ON CONTRACT, TORT, STATUTE OR ANY OTHER LEGAL THEORY, WE KNEW OR SHOULD HAVE KNOWN ABOUT THE POSSIBILITY OF SUCH DAMAGES. WE WILL NOT BE LIABLE FOR ANY LOSS OR DAMAGE THAT IS NOT REASONABLY FORESEEABLE.

5. INDEMNITY. You will indemnify, defend, and hold NumberAI, our employees, directors, agents, affiliates and representatives harmless from and against any and all claims, costs, losses, damages, judgments, penalties, interest, and expenses (including without limitation reasonable attorneys’ fees) arising out of any claim by a person or entity that arises out of or relates to: (a) any actual or alleged breach of your representations, warranties and/or obligations set forth herein; (b) your wrongful or improper use of the Services; (c) your violation of any third-party right, including without limitation any right of privacy, publicity rights or Intellectual Property Rights; (d) your violation of any applicable law.
6. ADDITIONAL TERMS.
• Miscellaneous. Neither party will have the authority or power to bind the other Party or to contract in the name of or create a liability against the other party in any way or for any purpose. You will not assign this Agreement or any rights or obligations hereunder, directly or indirectly, by operation of law, merger, acquisition of stock or assets, or otherwise, without our prior written consent. Subject to the foregoing, this Agreement will inure to the benefit of and be binding upon the parties and their respective successors and permitted assigns. This is the entire agreement between the parties relating to the subject matter hereof and all other terms are rejected and this Agreement supersedes all prior proposals, understandings, and agreements, whether oral or written, between the parties. This Agreement does not create any third party beneficiary rights. No waiver or modification of this Agreement will be valid unless in writing signed by each party. The waiver of a breach of any term hereof will in no way be construed as a waiver of any term or other breach hereof. If any provision of this Agreement is held by a court of competent jurisdiction to be contrary to law the remaining provisions of this Agreement will remain in full force and effect. We may utilize subcontractors for performing under these terms and are not required to obtain your prior written approval for such subcontractors.
• Amendments to this Agreement. We reserve the right to modify, supplement or replace the terms of the Agreement and You agree to comply with such changes which will be effective upon posting and/or us notifying You as permitted herein. Your use of the Service after we have provided such notice will represent your acceptance of the new terms. If any modified terms and conditions have a material and adverse impact on you, you may provide notice to us of such. If we do not affect revisions that remedy such adverse and material effect, then within thirty (30) days after you send such notice, as your sole remedy, you may terminate the Service on thirty (30) days written notice.
• Governing Law. This Agreement, and all disputes arising out of or related thereto, will be governed by and construed under the laws of the State of California without reference to conflict of laws principles. Each party consents to the personal and exclusive jurisdiction and venue of state and federal courts located in Alameda County, California. Any action or proceeding by you relating to any dispute related to this Agreement must commence within one year after the cause of action accrues.
• Notices.

  YOU CONSENT TO TRANSACT ELECTRONICALLY WITH US AND WE MAY PROVIDE NOTICES BY EMAIL, TEXT MESSAGES AND/OR VIA MESSAGES THROUGH THE SERVICE/SERVICE APP. YOU ACKNOWELDGE AND EXPRESSLY OPT IN TO Call and text message communications THAT ARE generated by automatic telephone dialing systems. Standard message and data rates may apply to the text messages.

  Receipt of any such notice is the day that the notice is sent or posted by us.

  You will provide notice to us at the following address: contact@numberai.com