EffectiveDate: November 21, 2022
THIS IS A LEGALLY BINDING AGREEMENT GOVERNING YOUR PURCHASE OF NUMBER VERIFIER CREDITS AND USE OF THE NUMBER VERIFIER SYSTEM. THIS AGREEMENT INCLUDES A MANDATORY ARBITRATION PROVISION FOR THE RESOLUTION OF DISPUTES.
PLEASE REVIEW THIS AGREEMENT IN ITS ENTIRETY BEFORE PURCHASING NUMBER VERIFIER CREDITS. ANY PURCHASE TRANSACTION SHALL SERVE TO CONFIRM YOUR ACCEPTANCE OF THESE TERMS.
1. Applicability. This Agreement shall apply to your purchase of Number Verifier credits and use of the System, and any services obtained via the numberverifier.com website (the "Site"). This Agreement is subject to change at any time without prior written notice. The most recent version of this Agreement be posted for your review at any time on the Site. Your continued use of the System after the posting of an updated version of thisAgreement (which shall be dated as of its most recent update) shall constitute your acceptance of and agreement to any changes therein made.
2. IntellectualProperty Rights. You hereby acknowledge that the Company owns all right, title, and interest (including all intellectual property rights) in and to the contents of the Site and System, including without limitation all documentation describing the System and the software and computer hardware elements that comprise the System. To the degree that theSite or System incorporates any intellectual property of a third party, the applicable party owns all right, title, and interest in and to such property.
(a) Feedback.If you or any user authorized to use the System under your account sends or transmits any communications or materials to us via the report issue function on the Site or via email, Skype, phone, or in any other manner suggesting or recommending changes to the System, including without limitation, new features or functionality relating thereto, or any comments, questions, suggestions, or the like (collectively "Feedback"), the Company is free to use suchFeedback irrespective of any other obligation or limitation governing the same.You hereby assign to the Company all right, title, and interest in, and theCompany is free to use, without any attribution or compensation to any party, any ideas, know-how, concepts, techniques, or other intellectual property rights contained in the Feedback, for any purpose whatsoever, although we are not required to use any Feedback.
(b) Reservation of Rights.The Company reserves all rights not expressly granted in this Agreement. Except for the limited rights and licenses expressly granted hereunder, nothing in this Agreement grants, by implication, waiver, estoppel, or otherwise, to you or any third party any intellectual property rights or other right, title, or interest in or to the Site, Service or any other intellectual property belonging to the Company.
3. Access and Use. Subject to and conditioned on your payment and compliance with the terms and conditions of this Agreement, the Company hereby grants you anon-exclusive, non-transferable right and license to access and use the System in accordance with the terms and conditions set forth herein. Such use is limited to your internal use and subject to the restrictions described below.
(a) Restrictions. You agree not to use the System for any purposes beyond the scope of the access granted by this Agreement. Further, you shall not at any time, directly or indirectly do any of the following: (i) copy, modify, or create derivative works of the System, in whole or in part; (ii) rent, lease, lend, sell, license, sublicense, assign, distribute, publish, transfer, or otherwise make the System available to third parties; (iii) reverse engineer, disassemble, decompile, decode, adapt, or otherwise attempt to derive or gain access to any software component of the System, in whole or in part; (iv) remove any proprietary notices from the System orSite; or (v) use the System in connection with any illegal activity or for any purpose that infringes, misappropriates, or otherwise violates any intellectual property right or other right of any person, or that violates any applicable law.
(b) Suspension.Notwithstanding anything to the contrary in this Agreement (and regardless of the available credits in your account), we may temporarily or permanently suspend your access to the Site and/or any portion or all of the System if: (i) we reasonably determine that (i) there is a threat to or attack on the the Site orSystem; (ii) your use of the System disrupts or poses a security risk to the Company or to any other customer in our sole and absolute discretion; (iii) you are using the System for fraudulent or illegal activities as determined by us in our sole discretion; or (v) our provision of the System to you is prohibited by applicable law.
4. YourResponsibilities. You are responsible and liable for all activity performed by the System under your account and from those accessing your account, directly or indirectly, whether such access or use is permitted by or in violation of this Agreement. Without limiting the generality of the foregoing, you are responsible for all acts and omissions anyone using your account, regardless of whether they are authorized to do so. You agree to use reasonable efforts to make all authorized users aware of thisAgreement's provisions as applicable to their use of the System, and shall cause all authorized users to comply with such provisions.
5. Purchasing and Applying Credits. To utilize the System, you must purchase credits for your account. Credits are sold in packaged plans (Starter, Professional, or Elite). Payment may only be made with a valid credit or debit card. By using any such card, you are hereby representing and warranting your full right and authority to make such purchase in the manner elected without violating any applicable law, rule, or regulation. The credits included with your selected plan are added immediately after purchase and will be applied towards your use of the System on an ongoing basis at the rates described in theBilling section of your account dashboard.
(a) Applying Credits. Purchased credits can be used for up to one (1) year following the purchase date. The System is designed to examine a ten-digit phone number (a “Number”) to ascertain and report how it is currently assessed by spam detection algorithms employed by telecommunications carriers and wireless device operating systems. Each time the System runs a check on a Number shall henceforth be referred to as a “Check.” The System automatically deducts credits whenever you add a new Number and every time that Number is Checked. You may establish how frequently your Numbers are Checked (i.e., daily, weekly, etc.) in the account settings of the dashboard.
(b) Auto Reload. You will be unable to use the System if your account runs out of credits. For your convenience, your account is set to automatically purchase additional credits under the same plan selected for your previous purchase using the credit card on file when the credits remaining in your account fall to a threshold amount set by you. This feature shall henceforth be referred to as the “Auto Reload”. For example, if you purchase credits under the Professional plan and set your reload threshold to 1,000, when the credits in your account fall to 1,000 your credit card will be automatically billed for the purchase of additional credits included in the Professional plan. You may selecta different plan to apply for your next Auto Reload, change the card used to for your next Auto Reload, or adjust the threshold number triggering the AutoReload, in the Billing section of the dashboard. Any unused credits that remain in your account when Auto Reload takes effect will be applied in the order in which they were purchased. Purchased credits that remain unused expire one year after the original purchase date.
(c) Suspending Auto Reload. The System will automatically continue to utilize credits to run Number Checks based on the frequency you establish until your account reaches the threshold number that triggers the Auto Reload. You may halt or suspend the Auto Reload feature by removing all Numbers from the Caller IDDetail section of the account dashboard. Once all Numbers are removed, the System will stop running Checks and will no longer deduct credits from your account until you elect to add more Numbers.
(d) Refunds. There are no refunds available for purchased credits. Not withstanding the foregoing, we may from time to time elect to refund a payment made in error or without your authorization as determined by us in our sole and absolute discretion. If you believe a purchase was made in error or did not authorize the use of the card used for such purchase, please contact us.
6. WarrantyDisclaimer. Company doesnot make any representations or guarantees regarding uptime or availability ofthe System. THESYSTEM IS PROVIDED "AS IS" AND COMPANY HEREBY DISCLAIMS ALL WARRANTIESTHA MAY APPLY TO YOUR USE OF THE SYSTEM, WHETHER EXPRESS, IMPLIED, STATUTORY, OROTHERWISE. COMPANY SPECIFICALLY DISCLAIMS ALL IMPLIED WARRANTIES OFMERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT,AND ALL WARRANTIES ARISING FROM COURSE OF DEALING, USAGE, OR TRADE PRACTICE. THE COMPANY MAKES NO WARRANTY OF ANY KIND THATTHE SYSTEM WILL MEET YOUR REQUIREMENTS, OPERATE WITHOUT INTERRUPTION, ACHIEVEANY INTENDED RESULT, BE COMPATIBLE OR WORK WITH ANY SOFTWARE, SYSTEM, OR OTHERSERVICES, OR BE SECURE, ACCURATE, COMPLETE, FREE OF HARMFUL CODE, OR ERRORFREE.
7. Limitation of Liability. IN NO EVENT WILL COMPANY BE LIABLE UNDER THIS AGREEMENT OR YOUR USE OF THE SYSTEM UNDER ANY LEGAL OR EQUITABLE THEORY, INCLUDING BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY, AND OTHERWISE, FOR ANY: (i) CONSEQUENTIAL,INCIDENTAL, INDIRECT, EXEMPLARY, SPECIAL, ENHANCED, OR PUNITIVE DAMAGES; (ii)INCREASED COSTS, DIMINUTION IN VALUE OR LOST BUSINESS, PRODUCTION, REVENUES, OR PROFITS; (iii) LOSS OF GOODWILL OR REPUTATION; OR (iv) USE, INABILITY TO USE,LOSS, INTERRUPTION, DELAY, OR RECOVERY OF ANY DATA, OR BREACH OF DATA OR SYSTEM SECURITY, IN EACH CASE REGARDLESS OF WHETHER COMPANY WAS ADVISED OF THE POSSIBILITY OF SUCH LOSSES OR DAMAGES OR SUCH LOSSES OR DAMAGES WERE OTHERWISE FORESEEABLE. IN NO EVENT WILL COMPANY’S AGGREGATE LIABILITY ARISING OUT OF OR RELATED TO THIS AGREEMENT OR YOUR USE OF THE SYSTEM EXCEED THE TOTAL AMOUNTS PAID BY YOU FOR ACCESSING AND USING THE SYSTEM IN THE THREE-MONTH PERIOD PRECEDING THE EVENT GIVING RISE TO THE CLAIM.
8. Governing Law. This Agreement shall be governed by the laws of the State of Nevada without giving effect to any choice or conflict of law provision. Any suit, action, or proceeding arising from a breach of Sections 2 or 3 of thisAgreement shall be subject to the sole jurisdiction of the federal courts of the United States or the courts of the State of Nevada in each case located in the city of Las Vegas and County of Clark, and each Party irrevocably submits to the exclusive jurisdiction of such courts in any such suit, action, or proceeding. All other disputes arising out of this Agreement shall be subject to binding arbitration as described inSection 9.
9. Binding Arbitration. You hereby agree to give up: (i) your right to litigate any claims that may arise hereunder in court or before a jury; and (ii) your right to consolidate any claim and/or participate in any class-action claim that may arise hereunder in any manner or forum. Instead, any claim, dispute, or controversy of any kind or nature arising hereunder which cannot be amicably resolved by us shall be solely and finally settled by arbitration administered by JAMS in accordance with its commercial arbitration rules. Judgment on the award rendered by the arbitrator may be entered in any court having jurisdiction thereof. The arbitration shall take place before a single arbitrator sitting in Clark county,Nevada. The language of the arbitration shall be English. The arbitrator will be bound to adjudicate all disputes in accordance with the laws of the State of Nevada. The decision of the arbitrators hall be in writing with written findings of fact and shall be final and binding on the parties. Each Party shall bear all of its own costs (including, without limitation, attorneys' fees),actually incurred in connection with any such arbitration proceedings. With respect to any arbitration hereunder, as stated above, you hereby expressly waive any right to consolidate any claim and/or participate in any class-action claim of any kind or nature. ThisSection provides your sole recourse for the settlement of any disputes arising out of, in connection with, or related to these Terms. If any provision of this clause is found unenforceable, such unenforceable provision will be removed and the remaining terms will be enforced.
10. MiscellaneousProvisions. This Agreement, together with any otherdocuments incorporated herein by reference, constitutes the sole and entireagreement of the Parties with respect to the subject matter hereof andsupersedes all prior and contemporaneous understandings, agreements, andrepresentations and warranties, both written and oral, with respect to suchsubject matter. If any provision of this Agreementis held to be invalid, illegal, or unenforceable in any jurisdiction, suchinvalidity, illegality, or unenforceability will not affect any other term orprovision of this Agreement or invalidate or render unenforceable such term orprovision in any other jurisdiction.