terms
Effective Date: June 20th 2022.
These Terms of Service, together with our Privacy Policy, govern your access to and use of the website (the
“Numeri
Sites”, the “Site” or “Sites”) of Numeri Ltd.. and those of its subsidiaries and affiliates, including Stakesea
and
933 Lab (collectively, “Numeri”, “Stake Sea”, “933 Lab”, “we”, “our”, or “us”), and your use of any of the
services
provided through these Sites. These Terms of Service and any additional terms and conditions, policies,
agreements
and disclosures to which you have agreed are hereafter referred to collectively as the “Agreement”. Please read
these Terms of Service carefully.
Your use of the Numeri Site or that of any of its subsidiaries is governed by the version of the Terms of
Service in
effect on the date of use. Numeri may modify the Terms of Service at any time and without prior notice. By using
and
accessing any Numeri Site, you acknowledge and agree to review the most current version of these Terms of
Service
prior to each such use. Your continued use of and access to the Numeri Site constitutes your acknowledgement of,
and
agreement to, the then current Terms of Service. Please also note that the terms and conditions of these Terms
of
Service are in addition to any other agreements between you and Numeri and/or its affiliates and agents,
including
any customer agreements, and any other agreements that govern your use of products, services, content, tools,
and
information available on the Numeri Sites.
Numeri reserves the right, in its sole discretion, without any obligation and without any notice requirement, to
change, improve or correct the information, materials and descriptions on the Site and/or to suspend and/or deny
access to the Site for scheduled or unscheduled maintenance, upgrades, improvements or corrections. The
information
and materials on the Site may contain typographical errors or inaccuracies. Dated information is published as of
its
date only, and Numeri does not undertake any obligation or responsibility to update or amend any such
information.
Numeri may discontinue or change any product or service described in or offered on the Site at any time without
prior notice. Numeri further reserves the right, in its sole discretion, to block or otherwise discontinue your
access and use of the Site at any time and for any reason. You agree that Numeri and its subsidiaries and
affiliates
will not be liable to you or to any third party for any such modification, suspension or discontinuance.
Some of our services, and certain pages of the Site are available only to clients or users who have been
authorized
by us to access those services and web pages. Such authorization may require completion of an accredited
investor
questionnaire and satisfactory background information screening.
Unauthorized use of any Numeri Site and/or our systems, including, but not limited to, unauthorized entry into
and/or any attempted access of Numeri systems and/or any restricted areas of any of the NUMERI Site, misuse or
sharing of passwords or misuse of any other information, is strictly prohibited. You may not use any NUMERI Site
in
any manner that could damage, disable, overburden, or impair any Site or service or interfere with any other
party’s
use and enjoyment of any Numeri Site or service. You may not attempt to gain unauthorized access to any Numeri
Site
or service, computer systems or networks connected to any Numeri Site or service, through hacking, password
mining
or any other means. You may not screen-scrape, data scrape and/or use any automated means to acquire data and/or
information from our Sites. You agree that you will not engage in any activities related to any Numeri Site that
are
contrary to these Terms of Service and/or any applicable laws or regulations. You agree to notify us immediately
in
the event that you learn or suspect that the security of your password may have been compromised. You further
agree
that you are responsible for any unauthorized use of your password that is made before you have notified us and
we
have had a reasonable opportunity to act on that notice. We reserve the right to suspend or cancel your
password,
even without receiving such notice from you, if we suspect that it is being used in an unauthorized or
fraudulent
manner.
Notwithstanding the above, you are responsible for monitoring your use of the Site, and should promptly report
any
unauthorized or suspicious activity to us at [email protected]
DISCLAIMER OF WARRANTY AND LIMITATION OF LIABILITY
THE INFORMATION, PRODUCTS AND SERVICES ON THE NUMERI SITES ARE PROVIDED ON A STRICTLY “AS IS,” “WHERE IS” AND
“WHERE
AVAILABLE” BASIS. NUMERI DOES NOT PROVIDE ANY WARRANTIES (EITHER EXPRESS OR IMPLIED) WITH RESPECT TO THE
INFORMATION
AND/OR SERVICES PROVIDED ON ANY NUMERI SITE AND/OR YOUR USE OF ANY NUMERI SITE GENERALLY, FOR ANY PARTICULAR
PURPOSE
AND NUMERI EXPRESSLY DISCLAIMS ANY IMPLIED WARRANTIES, INCLUDING BUT NOT LIMITED TO, WARRANTIES OF TITLE,
NON-INFRINGEMENT, MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE. NUMERI WILL NOT BE RESPONSIBLE FOR ANY
LOSS
OR DAMAGE THAT COULD RESULT FROM INTERCEPTION BY THIRD PARTIES OF ANY INFORMATION OR SERVICES MADE AVAILABLE TO
YOU
VIA THIS WEBSITE. ALTHOUGH THE INFORMATION PROVIDED TO YOU ON THIS WEBSITE IS OBTAINED OR COMPILED FROM SOURCES
WE
BELIEVE TO BE RELIABLE, NUMERI CANNOT AND DOES NOT GUARANTEE THE ACCURACY, VALIDITY, TIMELINESS, OR COMPLETENESS
OF
ANY INFORMATION OR DATA MADE AVAILABLE TO YOU FOR ANY PARTICULAR PURPOSE. NEITHER NUMERI, NOR ANY OF ITS
AFFILIATES,
DIRECTORS, OFFICERS OR EMPLOYEES, NOR ANY THIRD PARTY PROVIDERS OF CONTENT, SOFTWARE AND/OR TECHNOLOGY
(COLLECTIVELY, THE “NUMERI PARTIES”), WILL BE LIABLE OR HAVE ANY RESPONSIBILITY OF ANY KIND FOR ANY LOSS OR
DAMAGE
THAT YOU INCUR IN THE EVENT OF ANY FAILURE OR INTERRUPTION OF ANY NUMERI SITE, OR RESULTING FROM THE ACT OR
OMISSION
OF ANY OTHER PARTY INVOLVED IN MAKING ANY NUMERI SITE, THE DATA CONTAINED THEREIN OR THE PRODUCTS OR SERVICES
OFFERED THEREBY AVAILABLE TO YOU, OR FROM ANY OTHER CAUSE RELATING TO YOUR ACCESS TO, INABILITY TO ACCESS, OR
USE OF
ANY NUMERI SITE OR THE MATERIALS CONTAINED THEREIN, WHETHER OR NOT THE CIRCUMSTANCES GIVING RISE TO SUCH CAUSE
MAY
HAVE BEEN WITHIN THE CONTROL OF NUMERI OR OF ANY VENDOR PROVIDING SOFTWARE OR SERVICES.
IN NO EVENT WILL NUMERI OR ANY SUCH PARTIES BE LIABLE TO YOU, WHETHER IN CONTRACT OR TORT, FOR ANY DIRECT,
SPECIAL,
INDIRECT, CONSEQUENTIAL OR INCIDENTAL DAMAGES OR ANY OTHER DAMAGES OF ANY KIND EVEN IF NUMERI OR ANY OTHER SUCH
PARTY HAS BEEN ADVISED OF THE POSSIBILITY THEREOF. THIS LIMITATION ON LIABILITY INCLUDES, BUT IS NOT LIMITED TO,
THE
TRANSMISSION OF ANY VIRUSES WHICH MAY INFECT A USER’S EQUIPMENT, FAILURE OF MECHANICAL OR ELECTRONIC EQUIPMENT
OR
COMMUNICATION LINES, TELEPHONE OR OTHER INTERCONNECT PROBLEMS (E.G., YOU CANNOT ACCESS YOUR INTERNET SERVICE
PROVIDER), UNAUTHORIZED ACCESS, THEFT, OPERATOR ERRORS, STRIKES OR OTHER LABOR PROBLEMS OR ANY FORCE MAJEURE.
NUMERI
CANNOT AND DOES NOT GUARANTEE CONTINUOUS, UNINTERRUPTED OR SECURE ACCESS TO ANY NUMERI SITE.
All right, title and interest in the Numeri Sites and all content contained herein is the exclusive property of
Numeri, except as otherwise stated. Unless otherwise specified, the Numeri Sites are for your personal and
non-commercial use only. You may print, copy and download limited amounts of information and content from the
Numeri
Sites; provided that it is solely for your personal use. You may not modify, copy, distribute, transmit,
display,
perform, reproduce, publish, license, frame, create derivative works from, transfer, or otherwise use in any
other
way for commercial or public purposes in whole or in part any information, software, products or services
obtained
from any NUMERI Sites, except for the purposes expressly provided herein, without Numeri’s prior written
approval.
If you copy or download any information or software from a Numeri Site, you agree that you will not remove or
obscure any copyright or other notices or legends contained in any such information.
Numeri, the Numeri logo, and other Numeri trademarks and service marks referenced herein are trademarks and
service
marks of Numeri. The names of other companies and third-party products or services mentioned herein may be the
trademarks or service marks of their respective owners. You are prohibited from using any marks for any purpose
including, but not limited to use as metatags on other pages or sites on the Internet without the written
permission
of Numeri or the applicable third party rights holder.
Numeri Sites may contain links to third party websites and/or services (each, a “Third Party Site”). These links are provided only as a convenience. The inclusion of any link is not and does not imply an affiliation, sponsorship, endorsement, approval, investigation, verification or monitoring by Numeri of any information contained in any Third Party Site. In no event shall Numeri be responsible for the information contained on any Third Party Site and/or your use of or inability to use such site. You should also be aware that the terms and conditions and privacy policy of each Third Party Site will be different from those applicable to your use of the Numeri Sites. You should contact the operator of the applicable Third Party Site for any information regarding that site’s terms and conditions and/or privacy policy.
Certain portions of the Numeri Sites may contain unedited or third party content, including, without limitation, User Submitted Content. All User Submitted Content and all other postings, messages, text, images, links to third-party websites or other materials published on or otherwise made available by parties other than NUMERI (such content, the “Third Party Content”) are the sole responsibility of the person(s) who originated such Third Party Content and Numeri may not monitor and does not control such Third Party Content, though Numeri reserves the right at all times (but will not have an obligation) to remove any Third Party Content. By using this Third Party Content, you agree to not rely on the Third Party Content and understand that you may be exposed to Third Party Content that is, without limitation, inaccurate, inappropriate, misleading, unlawful, offensive or otherwise objectionable, and that Numeri makes no representations or warranties regarding the Third Party Content and is not responsible or liable in any manner for the Third Party Content or the conduct, whether online or offline, of any user. Your use of such Third Party Content may be subject to the terms of service or user agreement of such Third Party Content provider.
Copyright Complaints: Numeri respects the intellectual property of others, and we ask our users to do the same.
If
you believe that your work has been copied in a way that constitutes copyright infringement, or that your
intellectual property rights have been otherwise violated, you should notify Numeri in accordance with the
procedure
set forth below.
Numeri will process and investigate notices of alleged infringement and will take appropriate actions under
applicable intellectual property laws with respect to any alleged or actual infringement. A notification of
claimed
copyright infringement should be sent to [email protected]
To be effective, the notification must be in writing and contain the following information:an electronic or
physical
signature of the person authorized to act on behalf of the owner of the copyright or other intellectual property
interest; a description of the copyrighted work or other intellectual property that you claim has been
infringed; a
description of where the material that you claim is infringing is located on the Numeri Site, with enough detail
that we may find it on the Numeri Site; your address, telephone number, and email address; a statement by you
that
you have a good faith belief that the disputed use is not authorized by the copyright or intellectual property
owner, its agent, or the law; and a statement by you, made under penalty of perjury, that the above information
in
your Notice is accurate and that you are the copyright or intellectual property owner or authorized to act on
the
copyright or intellectual property owner’s behalf.
You agree to release, indemnify and hold Numeri harmless from any from any and all losses, damages, expenses, including reasonable attorneys’ fees, rights, claims, actions of any kind and injury (including death) arising out of or relating to your use of the Numeri Sites. If you are a California resident, you waive California Civil Code Section 1542, which says: “A general release does not extend to claims which the creditor does not know or suspect to exist in his favor at the time of executing the release, which if known by him must have materially affected his settlement with the debtor.” If you are a resident of another jurisdiction, you waive any comparable statute or doctrine.
The Agreement shall be governed by and construed and enforced in accordance with the laws of the British Virgin Islands, without regard to conflicts of laws provisions. Unless otherwise agreed in writing by you and us, any dispute arising out of or relating to the Agreement, or the breach hereof, shall be finally resolved by arbitration administered by the Arbitration Association of the British Virgin Islands under its Commercial Arbitration Rules, or such arbitration body as required by law, rule or regulation, and judgment upon the award rendered by the arbitrator may be entered in any court having jurisdiction. The arbitration will be conducted in the English language before a single arbitrator in a City of Numeri’s choosing. Such arbitration must be commenced within one (1) year after the claim or cause of action arises. If for any reason any provision of this Agreement, or a portion thereof, shall be unenforceable, that provision shall be enforced to the maximum extent permissible so as to effect the intent of this Agreement, and the remainder of this Agreement shall continue in full force and effect. This Agreement constitutes the entire agreement between us and you with respect to this site and it supersedes all prior or contemporaneous communications, agreements and understandings between Numeri and you with respect to the subject matter hereof. A printed version of this Agreement shall be admissible in judicial or administrative proceedings.
Email: [email protected], [email protected]
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