Last Updated: June 1, 2022.
Welcome, and thank you for your interest in Numero, Inc. (“Numero,” “we,” or “us”) and our website at www.electables.com, along with our related websites, hosted applications, mobile or other downloadable applications, and other services provided by us (collectively, the “Service”). These Terms of Service are a legally binding contract between you and Numero regarding your use of the Service.
ARBITRATION NOTICE. Except for certain kinds of disputes described in Section 20, you agree that disputes arising under these Terms will be resolved by binding, individual arbitration, and BY ACCEPTING THESE TERMS, YOU AND NUMERO ARE EACH WAIVING THE RIGHT TO A TRIAL BY JURY OR TO PARTICIPATE IN ANY CLASS ACTION OR REPRESENTATIVE PROCEEDING.
PLEASE READ THE FOLLOWING TERMS CAREFULLY:
BY CLICKING “CLAIM YOUR NFT” OR BY OTHERWISE ACCESSING OR USING THE SERVICE, YOU AGREE THAT YOU HAVE READ AND UNDERSTOOD, AND, AS A CONDITION TO YOUR USE OF THE SERVICE, YOU AGREE TO BE BOUND BY, THE FOLLOWING TERMS AND CONDITIONS, INCLUDING NUMERO’S PRIVACY POLICY (TOGETHER, THESE “TERMS”). IF YOU ARE NOT ELIGIBLE, OR DO NOT AGREE TO THE TERMS, THEN YOU DO NOT HAVE OUR PERMISSION TO USE THE SERVICE. YOUR USE OF THE SERVICE, AND NUMERO’S PROVISION OF THE SERVICE TO YOU, CONSTITUTES AN AGREEMENT BY NUMERO AND BY YOU TO BE BOUND BY THESE TERMS.
YOU AGREE TO RECEIVE TEXTS/CALLS FROM OR ON BEHALF OF NUMERO AT THE PHONE NUMBER YOU PROVIDE TO US. THESE TEXTS/CALLS WILL INCLUDE MARKETING AND OPERATIONAL INFORMATION. YOU UNDERSTAND AND AGREE THAT THESE TEXTS/CALLS MAY BE CONSIDERED TELEMARKETING UNDER APPLICABLE LAW, THEY MAY BE SENT USING AN AUTOMATIC TELEPHONE DIALING SYSTEM OR OTHER AUTOMATED TECHNOLOGY, AND YOUR CONSENT IS NOT A CONDITION OF ANY PURCHASE.
CAMPAIGN FINANCE LAWS NOTICE. YOU (AND NOT NUMERO) ARE SOLELY RESPONSIBLE FOR ENSURING THAT YOUR CONTRIBUTIONS—INCLUDING, BUT NOT LIMITED TO, THROUGH THE SERVICE—DO NOT EXCEED YOUR CONTRIBUTION LIMITS AND OTHERWISE COMPLY WITH THE APPLICABLE ELECTION LAWS.
1. Numero Service Overview. Numero provides customer relationship management software for political campaigns and not for profit organizations that is related to the Service. The Service provides a grassroots donor interface that allows political candidates to sell non-fungible tokens or similar digital items implemented on a blockchain, which use smart contracts to link to or otherwise be associated with certain content or data (“NFTs”) to users of the Service.
2. Campaign Finance Laws. Political contributions are governed by campaign finance laws. You have final responsibility for ensuring your own compliance. You acknowledge and agree that Numero cannot, and does not, review any donations that you make for compliance with applicable election laws. You acknowledge and agree that you (and not Numero) are solely responsible for ensuring that your contributions—including, but not limited to, through the Service—do not exceed your contribution limits and otherwise comply with the applicable election laws. You agree to release, and hereby do irrevocably and forever release Numero (and its affiliates, officers, directors, agents, subsidiaries, joint ventures and employees) from claims, demands and damages (actual and consequential) of every kind and nature, known and unknown, arising out of or in any way connected with compliance of your donations with applicable election laws. 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 OR HER FAVOR AT THE TIME OF EXECUTING THE RELEASE, WHICH IF KNOWN BY HIM OR HER MUST HAVE MATERIALLY AFFECTED HIS OR HER SETTLEMENT WITH THE DEBTOR.”
3. Federal and State Election Laws. The Service contains information and links to information about donors to political candidates and committees. The Federal Election Commission (“FEC”) requires federal political committees and candidates to collect and disclose certain information from every donor; most states impose similar data collection and disclosure obligations. While such information is available to the public, the FEC and state agencies strictly control the use of such information, and expressly prohibit its use for soliciting contributions. Numero does not permit anyone to use political donor information in violation of federal or state law.
4. Party to Orders. You agree and acknowledge that Numero is not a party or an agent of any transaction conducted via the Service. Numero does not have any control over the content, pricing, or availability of any NFTs on the Service. Numero does not set, control, or endorse any candidate, or any conformance or legality of the representations of any candidate described on the Service or elsewhere. Numero cannot, and does not, control whether a candidate’s or their personnel or campaigns will complete their representations or promises they make on the Service or elsewhere. In the event that you or any user has a dispute with a candidate, or suffers any harm arising out of or connected with any candidate, you or such users hereby waives all claims and releases Numero (and its subsidiaries, employees, officers, directors, shareholders, suppliers, joint venturers, and agents) from any and all liability for claims, demands, damages (actual and consequential), costs and expenses (including litigation costs and attorneys’ fees) of every kind and nature, known and unknown, suspected and unsuspected, disclosed and undisclosed, arising out of or in any way connected with any NFTs or representations made on or through the Service, any candidate, or with regards to such dispute.
5. Eligibility. You must be at least 18 years old to use the Service. By agreeing to these Terms, you represent and warrant to us that: (a) you are a U.S. citizen or lawfully admitted permanent resident (i.e., a green card holder); (b) you are at least 18 years old; (c) your contribution is made from your own funds, and funds are not being provided to you by another person or entity for the purpose of making your contribution; (d) you are making your contribution with your own personal credit or debit card and not with a corporate or business credit card or a card issued to another person; (e) you are not a federal contractor; (f) you have not previously been suspended or removed from the Service; and (g) your registration and your use of the Service is in compliance with any and all applicable laws and regulations. If you are an entity, organization, or company, the individual accepting these Terms on your behalf represents and warrants that they have authority to bind you to these Terms and you agree to be bound by these Terms.
6. Accounts and Registration. When you donate, you will be required to provide us with some information about yourself, including your name, email address, phone number, address, employment information, or other contact information. Numero will create an account for you on the Service using the information you provide. You agree that the information you provide to us is accurate, complete, and not misleading, and that you will keep it accurate and up to date at all times. You are solely responsible for maintaining the confidentiality of your account, and you accept responsibility for all activities that occur under your account. If you believe that your account is no longer secure, then you should immediately notify us at support@electables.com.
7. Wallet. When you register for an account, Numero will provide you with blockchain address and link to a crypto wallet (“Wallet”). You are solely responsible for keeping your Wallet secure and you should never share your Wallet credentials or seed phrase with anyone. If you discover an issue related to your Wallet, please contact Numero.
8. Licenses
8.1 Limited License. Subject to your complete and ongoing compliance with these Terms, Numero grants you, solely for your personal, non-commercial use, a limited, non-exclusive, non-transferable, non-sublicensable, revocable license to access and use the Service.
8.2 License Restrictions. Except and solely to the extent such a restriction is impermissible under applicable law, you may not: (a) reproduce, distribute, publicly display, publicly perform, or create derivative works of the Service; (b) make modifications to the Service; or (c) interfere with or circumvent any feature of the Service, including any security or access control mechanism. If you are prohibited under applicable law from using the Service, then you may not use it.
8.3 Feedback. We respect and appreciate the thoughts and comments from our users. If you choose to provide input and suggestions regarding existing functionalities, problems with or proposed modifications or improvements to the Service (“Feedback”), then you hereby grant Numero an unrestricted, perpetual, irrevocable, non-exclusive, fully-paid, royalty-free right and license to exploit the Feedback in any manner and for any purpose, including to improve the Service and create other products and services. We will have no obligation to provide you with attribution for any Feedback you provide to us.
9. Ownership; Proprietary Rights. The Service is owned and operated by Numero. The visual interfaces, graphics, design, compilation, information, data, computer code (including source code or object code), products, software, services, and all other elements of the Service provided by Numero (“Materials”) are protected by intellectual property and other laws. All Materials included in the Service are the property of Numero or its third-party licensors. Except as expressly authorized by Numero, you may not make use of the Materials. There are no implied licenses in these Terms and Numero reserves all rights to the Materials not granted expressly in these Terms.
10. NFTs
10.1 General. Through the Service, you may be able to purchase certain NFTs that are minted and listed for sale by political candidates. Depending on your location, however, you may not be eligible to purchase NFTs. You can access your purchased NFTs through your Wallet. Your purchase and ownership of and ability to use NFTs is subject in all case to the restrictions set out in Section 10.3.
10.2 NFT License. Upon purchasing an NFT, and subject to your complete and ongoing compliance with these Terms and any other terms governing your relationship with Numero, Numero, on behalf of the applicable political candidate, grants you, solely for your personal, non-commercial use, a limited, non-exclusive, non-transferable, non-sublicensable, revocable license to use any intellectual property (or related intellectual property rights) embodied in the NFT (“NFT IP”) solely as included in the NFT. For clarity, except for the foregoing license, neither your payment for the right to use a NFT nor these Terms grant you any ownership or other license or rights to any NFT IP.
10.3 NFT License and Use Restrictions. Except and solely to the extent such restriction is impermissible under applicable law, you may not:
(a) Modify or create a derivative of a NFT or any NFT IP in any way except with permission from Numero;
(b) Use an NFT in any manner that infringes upon the intellectual property rights of any third party;
(c) Use an NFT in connection with or to promote any illegal activity, hate speech, violence, inappropriate or obscene content, or in any other manner that could tarnish or harm the reputation of Numero or the Book;
(d) Use the NFT IP except as embodied in the NFT
(e) Sell or commercialize the NFT or NFT IP;
(f) Remove the NFT from the Service; or
(g) Encourage or permit any third party to do any of the foregoing.
10.4 Price & Payment. Numero does not have any control over the pricing for NFTs that it lists on the Service. All payments for the NFTs will be collected by a third party payment processing and may be subject to the applicable payment processors terms.
10.5 No Obligation. Neither Numero nor any third party has any obligation to exchange NFTs for anything of value, including, but not limited to, fiat currency, except as expressly provided in these Terms or otherwise required by applicable law.
10.6 NFT Disclaimer. NFTS ARE INTANGIBLE NON-FUNGIBLE TOKENS THAT EXIST BY VIRTUE OF THE OWNERSHIP RECORD MAINTAINED IN A THIRD-PARTY NETWORK. ALL NFT SMART CONTRACTS OPERATE ON A THIRD-PARTY DECENTRALIZED LEDGER. NUMERO HAS NO CONTROL OVER AND MAKE NO PROMISES OR GUARANTEES WITH RESPECT TO ANY THIRD-PARTY DECENTRALIZED LEDGER OR SMART CONTRACTS. YOU AGREE THAT NUMERO IS NOT RESPONSIBLE FOR AND WILL HAVE NO LIABILITY FOR ANY ISSUES OR LOSSES RELATED TO ANY THIRD-PARTY NETWORK, WALLET, OR SMART CONTRACTS. WE MAKE NO GUARANTEE AS TO THE NATURE, QUALITY, OR VALUE OF NFTS OR THE AVAILABILITY OR SUPPLY THEREOF.
10.7 Valuation of NFTs and Assumption of Risk. The prices and value of NFTs are volatile and subjective. NFTs and similar assets have no inherent or intrinsic value. Numero does not and cannot guarantee that any NFT purchased will retain their original value or have any particular value. You agree to assume all risk associated with the use and value of the NFTs. You also acknowledge and agree that we may engage in actions that may impact the perceived value or acquired price of NFTs at any time, except as prohibited by applicable law. You also agree not to use NFTs in any way that would violate applicable laws, including US securities laws.
10.8 Reservation of Rights. Except as otherwise prohibited by applicable law and except for the limited licenses granted under these Terms, we reserve and retain all rights, title, and interest in and to NFTs provided or created solely by us.
11. Third-Party Terms
11.1 Third-Party Services and Linked Websites. Numero may provide tools through the Service that enable you to export information to third-party services. By using one of these tools, you hereby authorize that Numero to transfer that information to the applicable third-party service. Third-party services are not under Numero’s control, and, to the fullest extent permitted by law, Numero is not responsible for any third-party service’s use of your exported information. The Service may also contain links to third-party websites. Linked websites are not under Numero’s control, and Numero is not responsible for their content. Please be sure to review the terms of use and privacy policy of any third-party services before you share any content or information with such third-party services. Once sharing occurs, Numero will have no control over the information that has been shared.
11.2 Third-Party Software. The Service may include or incorporate third-party software components that are generally available free of charge under licenses granting recipients broad rights to copy, modify, and distribute those components (“Third-Party Components”). Although the Service is provided to you subject to these Terms, nothing in these Terms prevents, restricts, or is intended to prevent or restrict you from obtaining Third-Party Components under the applicable third-party licenses or to limit your use of Third-Party Components under those third-party licenses.
12. Communications
12.1 Text Messaging & Phone Calls. You agree that Numero and those acting on our behalf may call and send you text (SMS) messages at the phone number you provide us. These calls and messages may include operational calls or messages about your use of the Service, as well as marketing calls or messages. Calls and text messages may be made or sent using an automatic telephone dialing system. Standard data and message rates may apply whenever you send or receive such calls or messages, as specified by your carrier. IF YOU WISH TO OPT OUT OF MARKETING CALLS AND TEXT MESSAGES FROM NUMERO, YOU CAN EMAIL SUPPORT@ELECTABLES.COM OR TEXT THE WORD “STOP” TO THE NUMBER FROM WHICH YOU ARE RECEIVING THE MESSAGES. IF YOU WISH TO OPT OUT OF ALL CALLS AND TEXT MESSAGES FROM Numero, YOU CAN EMAIL SUPPORT@ELECTABLES.COM OR TEXT THE WORD “STOPALL” TO THE NUMBER FROM WHICH YOU ARE RECEIVING THE MESSAGES, HOWEVER YOU ACKNOWLEDGE THAT OPTING OUT OF RECEIVING ALL MESSAGES MAY IMPACT YOUR USE OF THE SERVICE. You may continue to receive calls and text messages for a short period while we process your request, including a message confirming the receipt of your opt-out request. Your agreement to receive marketing calls and texts is not a condition of any purchase on or use of the Service.
12.2 Push Notifications. When you install our app on your mobile device, you agree to receive push notifications, which are messages an app sends you on your mobile device when you are not in the app. You can turn off notifications by visiting your mobile device’s “settings” page.
12.3 Email. We may send you emails concerning our products and services, as well as those of third parties. You may opt out of promotional emails by following the unsubscribe instructions in the promotional email itself.
13. Prohibited Conduct. BY USING THE SERVICE, YOU AGREE NOT TO:
13.1 use the Service for any illegal purpose or in violation of any local, state, national, or international law;
13.2 harass, threaten, demean, embarrass, bully, or otherwise harm any other user of the Service;
13.3 violate, encourage others to violate, or provide instructions on how to violate, any right of a third party, including by infringing or misappropriating any third-party intellectual property right;
13.4 access, search, or otherwise use any portion of the Service through the use of any engine, software, tool, agent, device, or mechanism (including spiders, robots, crawlers, and data mining tools) other than the software or search agents provided by Numero;
13.5 interfere with security-related features of the Service, including by: (a) disabling or circumventing features that prevent or limit use, printing or copying of any content; or (b) reverse engineering or otherwise attempting to discover the source code of any portion of the Service except to the extent that the activity is expressly permitted by applicable law;
13.6 interfere with the operation of the Service or any user’s enjoyment of the Service, including by: (a) uploading or otherwise disseminating any virus, adware, spyware, worm, or other malicious code; (b) making any unsolicited offer or advertisement to another user of the Service; (c) collecting personal information about another user or third party without consent; or (d) interfering with or disrupting any network, equipment, or server connected to or used to provide the Service;
13.7 perform any fraudulent activity including impersonating any person or entity, claiming a false affiliation or identity, accessing any other Service account without permission, or falsifying your age or date of birth;
13.8 sell or otherwise transfer the access granted under these Terms or any Materials (as defined in Section 9) or any right or ability to view, access, or use any Materials; or
13.9 attempt to do any of the acts described in this Section 13 or assist or permit any person in engaging in any of the acts described in this Section 13.
14. Respect of Third Party Rights. Numero respects the intellectual property rights of others, takes the protection of intellectual property rights very seriously, and asks users of the Service to do the same. Infringing activity will not be tolerated on or through the Service.
15. Modification of Terms. We may, from time to time, change these Terms. Please check these Terms periodically for changes. Revisions will be effective immediately except that, for existing users, material revisions will be effective 30 days after posting or notice to you of the revisions unless otherwise stated. We may require that you accept modified Terms in order to continue to use the Service. If you do not agree to the modified Terms, then you should discontinue your use of the Service. Except as expressly permitted in this Section 15, these Terms may be amended only by a written agreement signed by authorized representatives of the parties to these Terms.
16. Term, Termination, and Modification of the Service
16.1 Term. These Terms are effective beginning when you accept the Terms or first download, install, access, or use the Service, and ending when terminated as described in Section 16.2.
16.2 Termination. If you violate any provision of these Terms, then your authorization to access the Service and these Terms automatically terminate. In addition, Numero may, at its sole discretion, terminate these Terms or your account on the Service, or suspend or terminate your access to the Service, at any time for any reason or no reason, with or without notice, and without any liability to you arising from such termination. You may terminate your account and these Terms at any time by describe termination process or contacting customer service at support@electables.com.
16.3 Effect of Termination. Upon termination of these Terms: (a) your license rights will terminate and you must immediately cease all use of the Service; (b) you will no longer be authorized to access your account or the Service; (c) you must pay Numero any unpaid amount that was due prior to termination; and (d) all payment obligations accrued prior to termination and Sections 8.3, 9, 16.3, 17, 18, 19, 20, and 21 will survive. You will lose access rights to any NFTs you have acquired upon termination. If your account has been terminated for a breach of these Terms, then you are prohibited from creating a new account on the Service using a different name, email address or other forms of account verification.
16.4 Modification of the Service. Numero reserves the right to modify or discontinue all or any portion of the Service at any time (including by limiting or discontinuing certain features of the Service), temporarily or permanently, without notice to you. Numero will have no liability for any change to the Service, including any paid-for functionalities of the Service, or any suspension or termination of your access to or use of the Service or the NFTs.
17. Indemnity. To the fullest extent permitted by law, you are responsible for your use of the Service, and you will defend and indemnify Numero, its affiliates and their respective shareholders, directors, managers, members, officers, employees, consultants, and agents (together, the “Numero Entities”) from and against every claim brought by a third party, and any related liability, damage, loss, and expense, including attorneys’ fees and costs, arising out of or connected with: (1) your unauthorized use of, or misuse of, the Service, including NFTs; (2) your violation of any portion of these Terms, any representation, warranty, or agreement referenced in these Terms, or any applicable law or regulation; (3) your violation of any third-party right, including any intellectual property right or publicity, confidentiality, other property, or privacy right; or (4) any dispute or issue between you and any third party. We reserve the right, at our own expense, to assume the exclusive defense and control of any matter otherwise subject to indemnification by you (without limiting your indemnification obligations with respect to that matter), and in that case, you agree to cooperate with our defense of those claims.
18. Disclaimers; No Warranties by Numero
18.1 THE SERVICE AND ALL MATERIALS, NFTS, AND CONTENT AVAILABLE THROUGH THE SERVICE ARE PROVIDED “AS IS” AND ON AN “AS AVAILABLE” BASIS. NUMERO DISCLAIMS ALL WARRANTIES OF ANY KIND, WHETHER EXPRESS OR IMPLIED, RELATING TO THE SERVICE AND ALL MATERIALS, NFTS, AND CONTENT AVAILABLE THROUGH THE SERVICE, INCLUDING: (a) ANY IMPLIED WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, QUIET ENJOYMENT, OR NON-INFRINGEMENT; AND (b) ANY WARRANTY ARISING OUT OF COURSE OF DEALING, USAGE, OR TRADE. NUMERO DOES NOT WARRANT THAT THE SERVICE OR ANY PORTION OF THE SERVICE, OR ANY MATERIALS, NFTS, OR CONTENT OFFERED THROUGH THE SERVICE, WILL BE UNINTERRUPTED, SECURE, OR FREE OF ERRORS, VIRUSES, OR OTHER HARMFUL COMPONENTS, AND NUMERO DOES NOT WARRANT THAT ANY OF THOSE ISSUES WILL BE CORRECTED.
18.2 NO ADVICE OR INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED BY YOU FROM THE SERVICE OR NUMERO ENTITIES OR ANY MATERIALS, NFTS, OR CONTENT AVAILABLE THROUGH THE SERVICE WILL CREATE ANY WARRANTY REGARDING ANY OF THE NUMERO ENTITIES OR THE SERVICE THAT IS NOT EXPRESSLY STATED IN THESE TERMS. WE ARE NOT RESPONSIBLE FOR ANY DAMAGE THAT MAY RESULT FROM THE SERVICE AND YOUR DEALING WITH ANY OTHER SERVICE USER. YOU UNDERSTAND AND AGREE THAT YOU USE ANY PORTION OF THE SERVICE AT YOUR OWN DISCRETION AND RISK, AND THAT WE ARE NOT RESPONSIBLE FOR ANY DAMAGE TO YOUR PROPERTY (INCLUDING YOUR COMPUTER SYSTEM OR MOBILE DEVICE USED IN CONNECTION WITH THE SERVICE) OR ANY LOSS OF DATA.
18.3 THE LIMITATIONS, EXCLUSIONS AND DISCLAIMERS IN THIS SECTION 18 APPLY TO THE FULLEST EXTENT PERMITTED BY LAW. Numero does not disclaim any warranty or other right that Numero is prohibited from disclaiming under applicable law.
19. Limitation of Liability
19.1 TO THE FULLEST EXTENT PERMITTED BY LAW, IN NO EVENT WILL THE NUMERO ENTITIES BE LIABLE TO YOU FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL OR PUNITIVE DAMAGES (INCLUDING DAMAGES FOR LOSS OF PROFITS, GOODWILL, OR ANY OTHER INTANGIBLE LOSS) ARISING OUT OF OR RELATING TO YOUR ACCESS TO OR USE OF, OR YOUR INABILITY TO ACCESS OR USE, THE SERVICE OR ANY MATERIALS, NFTS OR CONTENT ON THE SERVICE, WHETHER BASED ON WARRANTY, CONTRACT, TORT (INCLUDING NEGLIGENCE), STATUTE, OR ANY OTHER LEGAL THEORY, AND WHETHER OR NOT ANY NUMERO ENTITY HAS BEEN INFORMED OF THE POSSIBILITY OF DAMAGE.
19.2 EXCEPT AS PROVIDED IN SECTIONS 20.5 AND 20.6 AND TO THE FULLEST EXTENT PERMITTED BY LAW, THE AGGREGATE LIABILITY OF THE NUMERO ENTITIES TO YOU FOR ALL CLAIMS ARISING OUT OF OR RELATING TO THE USE OF OR ANY INABILITY TO USE ANY PORTION OF THE SERVICE OR OTHERWISE UNDER THESE TERMS, WHETHER IN CONTRACT, TORT, OR OTHERWISE, IS LIMITED TO THE GREATER OF: (a) THE AMOUNT YOU HAVE PAID TO NUMERO FOR ACCESS TO AND USE OF THE SERVICE IN THE 12 MONTHS PRIOR TO THE EVENT OR CIRCUMSTANCE GIVING RISE TO THE CLAIM AND (b) US$100.
19.3 EACH PROVISION OF THESE TERMS THAT PROVIDES FOR A LIMITATION OF LIABILITY, DISCLAIMER OF WARRANTIES, OR EXCLUSION OF DAMAGES IS INTENDED TO AND DOES ALLOCATE THE RISKS BETWEEN THE PARTIES UNDER THESE TERMS. THIS ALLOCATION IS AN ESSENTIAL ELEMENT OF THE BASIS OF THE BARGAIN BETWEEN THE PARTIES. EACH OF THESE PROVISIONS IS SEVERABLE AND INDEPENDENT OF ALL OTHER PROVISIONS OF THESE TERMS. THE LIMITATIONS IN THIS SECTION 19 WILL APPLY EVEN IF ANY LIMITED REMEDY FAILS OF ITS ESSENTIAL PURPOSE.
20. Dispute Resolution and Arbitration
20.1 Generally. Except as described in Section 20.2 and 20.3, you and Numero agree that every dispute arising in connection with these Terms, the Service, NFTs, or communications from us will be resolved through binding arbitration. Arbitration uses a neutral arbitrator instead of a judge or jury, is less formal than a court proceeding, may allow for more limited discovery than in court, and is subject to very limited review by courts. This agreement to arbitrate disputes includes all claims whether based in contract, tort, statute, fraud, misrepresentation, or any other legal theory, and regardless of whether a claim arises during or after the termination of these Terms. Any dispute relating to the interpretation, applicability, or enforceability of this binding arbitration agreement will be resolved by the arbitrator.
YOU UNDERSTAND AND AGREE THAT, BY ENTERING INTO THESE TERMS, YOU AND NUMERO ARE EACH WAIVING THE RIGHT TO A TRIAL BY JURY OR TO PARTICIPATE IN A CLASS ACTION.
20.2 Exceptions. Although we are agreeing to arbitrate most disputes between us, nothing in these Terms will be deemed to waive, preclude, or otherwise limit the right of either party to: (a) bring an individual action in small claims court; (b) pursue an enforcement action through the applicable federal, state, or local agency if that action is available; (c) seek injunctive relief in a court of law in aid of arbitration; or (d) to file suit in a court of law to address an intellectual property infringement claim.
20.3 Opt-Out. If you do not wish to resolve disputes by binding arbitration, you may opt out of the provisions of this Section 20 within 30 days after the date that you agree to these Terms by sending a letter to Numero, Inc., Attention: Legal Department – Arbitration Opt-Out, 200 Spectrum Center Drive, Suite 300, Irvine, CA 92618 that specifies: your full legal name, the email address associated with your account on the Service, and a statement that you wish to opt out of arbitration (“Opt-Out Notice”). Once Numero receives your Opt-Out Notice, this Section 20 will be void and any action arising out of these Terms will be resolved as set forth in Section 21.2. The remaining provisions of these Terms will not be affected by your Opt-Out Notice.
20.4 Arbitrator. This arbitration agreement, and any arbitration between us, is subject the Federal Arbitration Act and will be administered by the American Arbitration Association (“AAA”) under its Consumer Arbitration Rules (collectively, “AAA Rules”) as modified by these Terms. The AAA Rules and filing forms are available online at www.adr.org, by calling the AAA at +1-800-778-7879, or by contacting Numero.
20.5 Commencing Arbitration. Before initiating arbitration, a party must first send a written notice of the dispute to the other party by certified U.S. Mail or by Federal Express (signature required) or, only if that other party has not provided a current physical address, then by electronic mail (“Notice of Arbitration”). Numero’s address for Notice is: Numero, Inc., 200 Spectrum Center Drive, Suite 300, Irvine, CA 92618. The Notice of Arbitration must: (a) identify the name or account number of the party making the claim; (b) describe the nature and basis of the claim or dispute; and (c) set forth the specific relief sought (“Demand”). The parties will make good faith efforts to resolve the claim directly, but if the parties do not reach an agreement to do so within 30 days after the Notice of Arbitration is received, you or Numero may commence an arbitration proceeding. If you commence arbitration in accordance with these Terms, Numero will reimburse you for your payment of the filing fee, unless your claim is for more than US$10,000 or if the Company has received 25 or more similar demands for arbitration, in which case the payment of any fees will be decided by the AAA Rules. If the arbitrator finds that either the substance of the claim or the relief sought in the Demand is frivolous or brought for an improper purpose (as measured by the standards set forth in Federal Rule of Civil Procedure 11(b)), then the payment of all fees will be governed by the AAA Rules and the other party may seek reimbursement for any fees paid to AAA.
20.6 Arbitration Proceedings. Any arbitration hearing will take place in the county and state of your residence or billing address unless we agree otherwise or, if the claim is for US$10,000 or less (and does not seek injunctive relief), you may choose whether the arbitration will be conducted: (a) solely on the basis of documents submitted to the arbitrator; (b) through a telephonic or video hearing; or (c) by an in-person hearing as established by the AAA Rules in the county (or parish) of your residence or billing address. During the arbitration, the amount of any settlement offer made by you or Numero must not be disclosed to the arbitrator until after the arbitrator makes a final decision and award, if any. Regardless of the manner in which the arbitration is conducted, the arbitrator must issue a reasoned written decision sufficient to explain the essential findings and conclusions on which the decision and award, if any, are based.
20.7 Arbitration Relief. Except as provided in Section 20.8, the arbitrator can award any relief that would be available if the claims had been brought in a court of competent jurisdiction. If the arbitrator awards you an amount higher than the last written settlement amount offered by Numero before an arbitrator was selected, Numero will pay to you the higher of: (a) the amount awarded by the arbitrator and (b) US$10,000. The arbitrator’s award shall be final and binding on all parties, except (i) for judicial review expressly permitted by law or (ii) if the arbitrator’s award includes an award of injunctive relief against a party, in which case that party shall have the right to seek judicial review of the injunctive relief in a court of competent jurisdiction that shall not be bound by the arbitrator’s application or conclusions of law. Judgment on the award may be entered in any court having jurisdiction.
20.8 No Class Actions. YOU AND NUMERO AGREE THAT EACH MAY BRING CLAIMS AGAINST THE OTHER ONLY IN YOUR OR ITS INDIVIDUAL CAPACITY AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS OR REPRESENTATIVE PROCEEDING. Further, unless both you and Numero agree otherwise, the arbitrator may not consolidate more than one person’s claims, and may not otherwise preside over any form of a representative or class proceeding.
20.9 Modifications to this Arbitration Provision. If Numero makes any substantive change to this arbitration provision, you may reject the change by sending us written notice within 30 days of the change to Numero’s address for Notice of Arbitration, in which case your account with Numero will be immediately terminated and this arbitration provision, as in effect immediately prior to the changes you rejected will survive.
20.10 Enforceability. If Section 20.8 or the entirety of this Section 20 is found to be unenforceable, or if Numero receives an Opt-Out Notice from you, then the entirety of this Section 20 will be null and void and, in that case, the exclusive jurisdiction and venue described in Section 21.2 will govern any action arising out of or related to these Terms.
21. Miscellaneous
21.1 General Terms. These Terms, including the Privacy Policy and any other agreements expressly incorporated by reference into these Terms, are the entire and exclusive understanding and agreement between you and Numero regarding your use of the Service. You may not assign or transfer these Terms or your rights under these Terms, in whole or in part, by operation of law or otherwise, without our prior written consent. We may assign these Terms and all rights granted under these Terms at any time without notice or consent. The failure to require performance of any provision will not affect our right to require performance at any other time after that, nor will a waiver by us of any breach or default of these Terms, or any provision of these Terms, be a waiver of any subsequent breach or default or a waiver of the provision itself. Use of Section headers in these Terms is for convenience only and will not have any impact on the interpretation of any provision. Throughout these Terms the use of the word “including” means “including but not limited to.” If any part of these Terms is held to be invalid or unenforceable, then the unenforceable part will be given effect to the greatest extent possible, and the remaining parts will remain in full force and effect.
21.2 Governing Law. These Terms are governed by the laws of the State of California without regard to conflict of law principles. You and Numero submit to the personal and exclusive jurisdiction of the state courts and federal courts located within Orange County, California for resolution of any lawsuit or court proceeding permitted under these Terms. We operate the Service from our offices in California, and we make no representation that Materials included in the Service are appropriate or available for use in other locations.
21.3 Privacy Policy. Please read the Numero Privacy Policy (available at electables.com/privacy) (the “Privacy Policy”) carefully for information relating to our collection, use, storage, and disclosure of your personal information. The Numero Privacy Policy is incorporated by this reference into, and made a part of, these Terms.
21.4 Additional Terms. Your use of the Service is subject to all additional terms, policies, rules, or guidelines applicable to the Service or certain features of the Service that we may post on or link to from the Service (the “Additional Terms”). All Additional Terms are incorporated by this reference into, and made a part of, these Terms.
21.5 Consent to Electronic Communications. By using the Service, you consent to receiving certain electronic communications from us as further described in our Privacy Policy. Please read our Privacy Policy to learn more about our electronic communications practices. You agree that any notices, agreements, disclosures, or other communications that we send to you electronically will satisfy any legal communication requirements, including that those communications be in writing.
21.6 Contact Information. The Service is offered by Numero, Inc., located at 200 Spectrum Center Drive, Suite 300, Irvine, CA 92618. You may contact us by sending correspondence to that address or by emailing us at support@electables.com.
21.7 Notice to California Residents. If you are a California resident, then under California Civil Code Section 1789.3, you may contact the Complaint Assistance Unit of the Division of Consumer Services of the California Department of Consumer Affairs in writing at 1625 N. Market Blvd., Suite S-202, Sacramento, California 95834, or by telephone at +1-800-952-5210 in order to resolve a complaint regarding the Service or to receive further information regarding use of the Service.
21.8 No Support. We are under no obligation to provide support for the Service. In instances where we may offer support, the support will be subject to published policies.
21.9 International Use. The Service is intended for visitors located within the United States. We make no representation that the Service is appropriate or available for use outside of the United States. Access to the Service from countries or territories or by individuals where such access is illegal is prohibited.