Standard Terms and Conditions

1. CERTAIN DEFINITIONS

“Account”

means the customer account provided by Numoloo to the Customer, allowing the Customer to access the Platform and Services.

“Administrator”

means the primary user under the Customer’s Account, with overarching control and management privileges over the Account. The Administrator holds the exclusive authority to configure settings, manage access permissions for Authorized Users, assign varying levels of access, and oversee the general use of the Services and Platform within the Customer’s organization. All actions taken by the Administrator through the Account are deemed authorized actions of the Customer, and Numoloo is entitled to rely on any instructions, configurations, or permissions set by the Administrator.

“Affiliate”

means any entity that, directly or through one or more intermediaries, is controlled by, controls, or is under joint control, as defined below, with a Party.

“Control”

involves the possession, directly or indirectly, of the power to direct or cause the direction of the management or policies of an entity, whether through ownership of over fifty percent (50%) of the voting interests, by contract, or otherwise.

“AI Credits”

are credits used to power AI analysis, summarization, and conversation intelligence on the Platform, as more fully described in the FAQs. The FAQs are provided for informational purposes only and do not amend or modify this Agreement. AI Credits are not based on call duration, transport, or usage. AI Credits are not consumed on a per-call basis and are not calculated according to call volume, number of calls, minutes, talk time, traffic, or any telecommunications metric. AI Credits are consumed solely when the Platform performs AI-related processing and not during call routing, call handling, or call recording activities.

“Applicable Law”

means any statutory, regulatory, or judicial mandate, ruling, or order applicable to either Party in relation to their operations, the execution of the Agreement, or the provision or use of the Platform hereunder, including without limitation, all laws and regulations relating to the required consents needed for telemarketing, the recording of telephone calls and all wiretapping-related laws and regulations.

“Authorized User”

means the Administrator and any additional users (solely in the event that the Customer selects a Subscription Tier with a multi-user plan) with access to utilize the Account. Any such additional user must be an employee, contractor, or agent of the Customer. Use of the Account by an Authorized User is limited solely to the Customer’s internal business purposes. The Customer is fully responsible for all actions, omissions, and use of the Account by its Authorized Users as if performed by the Customer.

“Confidential Information”

means any data or information, disclosed under any format by one Party (the "Disclosing Party") to the other Party (the "Receiving Party"), that is designated as proprietary or confidential, or which, under the circumstances of disclosure, should be understood as confidential and pertains to business operations, strategies, or other sensitive details of the Disclosing Party. Confidential Information shall also include all call transcripts and personal data, such as any health, financial or biometric data, received by Customer from its clients or prospective clients. For clarity, Confidential Information does not include de-identified, anonymized, or aggregate data derived from the Customer’s use of the Platform. Confidential Information also does not include AI-generated output that does not identify the Customer or any individual.

“FAQs”

means Numoloo’s Frequently Asked Questions document, as may be updated from time to time by Numoloo without notice, located at https://numoloo.com/faq. The FAQs are informational only and do not amend, modify, or supplement this Agreement.

“Subscription Plan”

means either a Free Trial, Monthly Subscription plan, or Annual Subscription plan as selected by the Customer, as such are described on Schedule A. The Subscription Plan selected by the Customer governs the pricing, billing, payment terms, renewal rules, cancellation terms, AI Credit allocations, and all other plan-specific terms applicable to the Customer’s Account as set forth in Schedule A.

“Subscription Tier”

means the level of access selected by the Customer, as described on Schedule A. The Subscription Tier selected by the Customer determines the number of Authorized Users included, the monthly AI Credit allocation, and any tier-specific limits or entitlements set forth in Schedule A, all of which apply to the Customer’s Account as a whole.

“Subscription Term”

means the length of the Customer’s subscription to the Platform, as determined by the Customer’s Subscription Plan and Subscription Tier, as set forth on Schedule A.

“Third Party”

means any individual or entity that is not a Party or signatory to this Agreement, including without limitation providers of cloud hosting, voice infrastructure, and AI inference services.

“Uptime”

means the percentage of total time in which the Platform is available for access and use by the Customer, excluding uptime failures resulting from scheduled maintenance or failures of third-party cloud hosting providers, AI inference providers, or third-party voice infrastructure providers outside of Numoloo’s control.

2. DESCRIPTION OF SERVICES AND PLATFORM

The Services and Platform are designed to support your business and drive your revenue by enhancing your conversation processes and workflow. The Platform features technology that records, transcribes and prioritizes your recorded calls and voicemails with your current and prospective clients, generates AI insights and summaries for you as to revenue opportunities and priority, and delivers post-call actions and pre-drafted follow-up email drafts to you for your review.

Recording Responsibility. Customer acknowledges that Customer, and not Numoloo, initiates and controls the recording of calls and voicemails. Numoloo acts solely as a service provider processing Customer-directed recordings and does not independently intercept, initiate, or participate in any communication.

3. SAAS SERVICES AND SUPPORT

Access. Subject to the terms of this Agreement, Numoloo hereby grants the Customer a non-exclusive, non-sublicensable, non-transferrable right to access the Services and Platform during the applicable Subscription Term, solely for use by Authorized Users in accordance with the terms and conditions herein. Notwithstanding the foregoing, the Customer acknowledges that its use of the Platform and Services requires AI Credits. The number and replenishment of AI Credits in the Customer’s Account are determined by the Customer’s Subscription Plan and Subscription Tier (as set forth on Schedule A), although the Customer may pay for additional AI Credits at additional cost. The Customer acknowledges that AI Credits do not carry over from month-to-month and are forfeited if not used in a particular month.

Authorized Use. The Customer’s use of the Account is limited to the use by the Customer for its internal business purposes. The Customer is authorized to grant access to the Account to a designated number of Authorized Users. The permitted number of Authorized Users is designated within the Subscription Tier selected by the Customer. Each Authorized User must create a unique password-protected account, with all such users collectively considered part of the Customer’s Account. The Customer bears sole responsibility for all use of the Services and Platform via its Account, including any associated charges. Furthermore, the Customer acknowledges that there may exist varying levels of access within the Services and Platform to be configured and determined solely by the Administrator.

Use Restrictions. The Customer will not, directly or indirectly: reverse engineer, decompile, disassemble or otherwise attempt to discover the source code, object code or underlying structure, ideas, know-how or algorithms relevant to the Services or Platform; modify, translate, or create derivative works based on the Services or Platform; or use the Services or Platform for the benefit of a Third Party and/or receive compensation from Third Parties for use of or access to the Services or Platform. The Customer will not use any call recordings, transcripts, insights, summaries, AI Output, or Numoloo features or outputs for any unlawful, deceptive, or fraudulent purpose or in any manner other than the intended use.

Service Access Suspension. Numoloo reserves the right to suspend access to the Services and Platform for the Customer’s Account without prior notice if any usage violates the terms of this Agreement.

Acknowledgment of Service Provisioning. The Customer recognizes Numoloo’s role exclusively as a SaaS platform provider. Numoloo does not act as a telecommunications carrier, messaging provider, or communication delivery platform and is not responsible for and does not disseminate or provide a vehicle for dissemination of any text, SMS, email or other communications. As between Customer and Numoloo, Customer will be deemed to be the sender of any communication made through, or as a result of the SaaS platform. All communications between the Customer and its current or prospective clients or other Third Parties are the sole responsibility of the Customer and are originated by third-party voice infrastructure providers not associated with Numoloo. Numoloo shall not be liable for any claims arising from or relating to the Customer’s use of the Platform or Services or the Customer’s interactions with the Customer’s current or prospective clients or other Third Parties. Numoloo does not collect, store or access the Customer’s email or mobile/telephone account credentials. Customer acknowledges that insights from Numoloo are delivered exclusively to the Customer’s chosen internal channels (e.g., Slack), and never from Numoloo to Customer’s current or prospective clients, and that any email, call or message sent to such Third Parties is performed exclusively by the Customer through the Customer’s own systems. The Customer is solely responsible for configuring and maintaining such channels and connections (e.g., email, Slack, etc.).

Service Maintenance and Updates. Numoloo shall use commercially reasonable efforts to perform regular maintenance and provide necessary updates of the Services and Platform, aiming to schedule such activities during off-peak hours to minimize disruptions.

Technical Support. Numoloo shall offer reasonable technical support according to its standard policies, aiming for prompt resolution of any service-related issues.

Free Trial. Only one Free Trial shall be available to each Customer and/or Customer organization.

4. FEES AND PAYMENTS

Fees. In consideration for the Customer’s access to the Services and Platform during the Subscription Term, the Customer shall pay Numoloo the fees applicable to the Customer’s Subscription Plan and Subscription Tier, as set forth on Schedule A, as well as fees for any add-ons (e.g., additional AI Credits or access for additional Authorized Users) purchased by the Customer (collectively, “Fees”), pursuant to the payment terms hereof. The Customer acknowledges and agrees that the Customer’s obligation to pay the Fees corresponding to the Subscription Plan is absolute and, with respect to the Annual Subscriptions, non-cancellable, and that all Fees, taxes, and any additional charges incurred in relation to the provision of the Services are non-refundable once paid. The Customer acknowledges that Numoloo has the right to modify its pricing and adjust the Fees within Schedule A from time to time upon written notice to the Customer, provided that such pricing modifications shall not take effect until (i) in the case of a Month-to-Month Subscription, the end of the then-current month, and (ii) in the case of an Annual Subscription, the end of the then-current annual period.

Invoicing and Payment. All Fees owed to Numoloo must be remitted via credit card. Payment is due on a monthly basis, beginning as of the Effective Date and recurring each month until termination hereunder. The Customer hereby authorizes Numoloo to automatically charge the credit card provided by the Customer for payment of Fees on a monthly basis. All payments are due in United States Dollars. The Customer acknowledges that Numoloo does not store or process any Customer credit card information, and all payment information is handled by the Customer’s chosen payment processor.

Late Payments, Payment Disputes, and Interest. The Customer must notify Numoloo in writing within five (5) days of the payment due date for any Fees the Customer wishes to dispute. In case of a dispute, the Customer must act in good faith and cooperate diligently with Numoloo to resolve the issue. Numoloo may suspend Services and access to the Platform in the event of late payment of Fees. Numoloo shall be entitled to recover from the Customer Numoloo’s attorneys’ fees associated with addressing late or improperly disputed payments.

No Chargebacks. The Customer agrees and covenants not to block Numoloo’s collection of Fee payment required hereunder during the Subscription Term or to initiate a chargeback action for Fees properly collected pursuant to this Agreement, and that doing so will constitute a material breach of this Agreement.

Taxes. The Customer is responsible for all applicable sales, use, service, value-added, consumption, or other taxes associated with the Services subscribed to by the Customer.

5. TERM AND TERMINATION

Duration of Agreement. This Agreement shall commence upon the Effective Date and continue until terminated pursuant to this Section 5 (the “Term”). For Month-to-Month Subscriptions, the Subscription Term shall continue indefinitely on a month-to-month basis until either Party elects to terminate this Agreement in accordance with the provisions hereof. For Annual Subscriptions, upon the end of the Customer’s then-active annual term, the Customer’s subscription shall automatically convert to a Month-to-Month Subscription, unless the Customer elects to renew its Annual Subscription within the Customer’s Account settings or either Party elects to terminate this Agreement in accordance with the provisions hereof. For Free Trials, the Subscription Term and this Agreement shall terminate upon the conclusion of the Customer’s Free Trial period.

Termination Due to Default. Should either Party materially breach this Agreement and/or fail to fulfill a substantial obligation under this Agreement ("Default"), the non-defaulting Party may terminate the Agreement by providing at least thirty (30) days' written notice to the other Party, clearly outlining the nature of the Default. The Party responsible for the Default will have thirty (30) days from receiving notice to rectify the situation. Failure to remedy the Default within this period will result in the termination of this Agreement. For purposes of this Agreement, "Default" means material breaches of contract terms within this Agreement.

In the event of termination by Numoloo for the Customer’s Default, the Customer shall remain obligated to pay all Fees due during the current Subscription Term, meaning, (i) in the case of an Annual Subscription, all Fees due through the end of the then-current annual billing period, which shall be deemed accelerated on termination; and (ii) in the case of a Month-to-Month Subscription, all Fees due through the end of the then-current billing month. Numoloo will not issue refunds for any Fees already paid or waive any Fees already payable, and the Customer is obligated to settle any outstanding Fees due up to the end of the Subscription Term.

In the event of termination by the Customer for Numoloo’s Default, Numoloo will not issue refunds for any Fees already paid or waive any Fees already due, but no further Fees shall be incurred by the Customer after the date of termination.

Termination Without Cause. The Customer may elect to terminate this Agreement by electing to cancel its subscription within the Customer’s Account settings. In the event of such termination, the Customer shall remain liable to pay Numoloo: (i) in the case of an Annual Subscription, all Fees due through the end of the then-current annual billing period, which shall be deemed accelerated on termination; and (ii) in the case of a Month-to-Month Subscription, all Fees due through the end of the then-current billing month. Numoloo will not issue refunds for any Fees already paid or waive any Fees already payable, and the Customer is obligated to settle any outstanding Fees due up to the end of the Subscription Term.

Acceleration. The Customer acknowledges and agrees that Numoloo may collect Fees accelerated hereunder by charging the credit card on file for the Customer’s Account.

Continuation of Certain Provisions. Notwithstanding the termination or expiration of this Agreement, certain obligations and rights are intended to survive beyond such termination or expiration. Specifically, the obligations and rights under Sections related to Definitions, Fees and Payment Obligations (especially concerning any remaining unpaid Fees and Numoloo’s rights to modify pricing as established within this document), Confidential Information, Indemnification, and any other provisions which by their nature should survive termination, will continue in effect post-termination or expiration of this Agreement.

6. SERVICE LEVEL AGREEMENT

Numoloo will use commercially reasonable efforts to maintain Platform availability. Uptime may be affected by scheduled maintenance or failures of third-party cloud hosting providers, AI inference providers, or voice infrastructure providers outside Numoloo’s control.

Uptime failures shall not constitute a Default, and the Customer’s sole and exclusive remedy is for Numoloo to use commercially reasonable efforts to restore availability.

7. TREATMENT OF CONFIDENTIAL INFORMATION

Ownership of Confidential Information. For purposes of this Agreement, all Confidential Information is proprietary to the Party disclosing such information (the “Disclosing Party”) and will remain the sole property of the Disclosing Party.

Mutual Confidentiality Obligations. The Party receiving the other Party’s Confidential Information (the “Receiving Party”) shall (a) use such Confidential Information only for the purposes described herein, (b) hold in confidence and protect such Confidential Information from dissemination to and use by any Third Party, (c) restrict access to such Confidential Information to the Receiving Party’s employees, and, with the Disclosing Party’s prior written consent, the Receiving Party’s agents and consultants, who need to have access and who have been advised of and have agreed in writing to treat such information in accordance with the terms of this Agreement or are otherwise subject to similar written agreements with respect to the protection of confidential information, and (d) return or destroy all such Confidential Information of the Disclosing Party in the Receiving Party’s possession or control upon written request of the Disclosing Party.

The Receiving Party shall not (i) create any derivative work from Confidential Information of the Disclosing Party or (ii) reproduce such Confidential Information without the prior written consent of the Disclosing Party except as required to accomplish the intent of this Agreement.

In the event of any improper disclosure or loss of Confidential Information by the Receiving Party, the Receiving Party will promptly notify the Disclosing Party and reasonably cooperate with the Disclosing Party in investigating and remedying such disclosure or loss and in any subsequent inquiry, dispute, or claim arising out of such disclosure or loss.

Confidentiality Exceptions. Confidential Information does not include information that is (a) publicly available or in the public domain at the time disclosed or becomes publicly available or enters the public domain through no fault of the Receiving Party, (b) lawfully communicated to the Receiving Party by persons not bound by confidentiality obligations with respect thereto, (c) already in the Receiving Party’s possession free of any confidentiality obligations with respect thereto at the time of disclosure, or (d) independently developed by the Receiving Party without reference to the Disclosing Party’s Confidential Information.

Authorized Disclosure. Notwithstanding the obligations in this Section 7, a Receiving Party may disclose Confidential Information of a Disclosing Party to a court or governmental agency pursuant to statute, regulation, government order, or validly issued subpoena, provided, however, that the Receiving Party shall notify the Disclosing Party in writing as much in advance as is practicable under the circumstances prior to any such disclosure in a good faith effort to provide the Disclosing Party the opportunity to seek a protective order or to contest such required disclosure prior to such disclosure.

Remedies/Liability Limitation as to Confidential Information. The Parties agree that (a) a Receiving Party’s threatened or actual improper disclosure or use of a Disclosing Party’s Confidential Information will cause irreparable injury to the Disclosing Party for which money damages alone would be an inadequate remedy, and (b) a Disclosing Party shall have the right to seek an immediate injunction of any such threatened or actual improper disclosure or misuse of the Disclosing Party’s Confidential Information from any court of competent jurisdiction in the United States without the need for any bond or other security.

8. REPRESENTATIONS, WARRANTIES, AND COVENANTS

Representations and Warranties of Both Parties. Each Party represents and warrants to the other that:

• It is duly organized, validly existing, and in good standing under the laws of the jurisdiction where it is registered.
• It has all necessary power and authority to enter into this Agreement and to carry out the obligations set forth herein.
• This Agreement is legally binding and enforceable against it in accordance with its terms.
• The execution, delivery, and performance of this Agreement do not and will not conflict with, or result in a breach of, any law or regulation applicable to it or any agreement to which it is a party or by which it is bound.
• It will at all times comply with all Applicable Laws and the Data Processing Addendum (DPA): https://numoloo.com/dpa in the performance of this Agreement.

Disclaimer of Warranties. EXCEPT AS EXPRESSLY PROVIDED IN SECTION 8, NUMOLOO MAKES NO REPRESENTATIONS OR WARRANTIES OF ANY KIND, WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE WITH RESPECT TO THE SERVICES PROVIDED UNDER THIS AGREEMENT. WITHOUT LIMITING THE FOREGOING, NUMOLOO DISCLAIMS ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR NON-INFRINGEMENT. NUMOLOO DOES NOT WARRANT THAT THE SERVICES WILL BE PROVIDED ERROR-FREE OR UNINTERRUPTED AND MAKES NO REPRESENTATIONS ABOUT THE SUITABILITY, RELIABILITY, AVAILABILITY, TIMELINESS, OR ACCURACY OF THE SERVICES FOR ANY PURPOSE.

Additional Representations, Warranties and Covenants of the Customer. The Customer further represents, warrants and covenants to abide by the Customer Obligations set forth in Section 3 hereof.

Representations and Warranties of Customer. To the extent the Platform processes voice data that may be deemed to constitute biometric information or biometric identifiers under Applicable Law, Customer represents, warrants, and covenants that it has obtained all required written consents and provided all required notices to individuals, including under the Illinois Biometric Information Privacy Act (740 ILCS 14) and any similar or successor laws.

9. LIMITATION OF LIABILITY

Limitation on Indirect Damages. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT SHALL EITHER PARTY BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, STATUTORY OR EXEMPLARY DAMAGES ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT, INCLUDING BUT NOT LIMITED TO DAMAGES FOR LOSS OF PROFITS, GOODWILL, USE, DATA, OR OTHER INTANGIBLE LOSSES, EVEN IF A PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

Cap on Liability. THE TOTAL LIABILITY OF NUMOLOO TO CUSTOMER IN CONNECTION WITH THIS AGREEMENT, WHETHER BASED ON WARRANTY, CONTRACT, TORT (INCLUDING NEGLIGENCE), PRODUCT LIABILITY, OR ANY OTHER LEGAL THEORY, IS LIMITED TO THE AMOUNT OF FEES PAID BY CUSTOMER TO NUMOLOO UNDER THIS AGREEMENT DURING THE SIX (6) MONTHS IMMEDIATELY PRECEDING THE DATE OF THE CLAIM.

Exclusion of Liability for Customer’s Legal Violations. UNDER NO CIRCUMSTANCES SHALL NUMOLOO BE LIABLE FOR ANY CLAIMS ARISING FROM A VIOLATION OF APPLICABLE LAW BY CUSTOMER, INCLUDING VIOLATIONS OF DATA PRIVACY LAWS, IN THE USE OF THE SERVICES OR THE PLATFORM, OR FOR ANY CLAIMS ARISING FROM CUSTOMER’S MISUSE OF CUSTOMER DATA, OTHER DATA OR OUTPUTS. NUMOLOO PROVIDES THE FUNCTIONALITY OF THE SERVICES WITHOUT MONITORING OR CONTROLLING CUSTOMER’S SPECIFIC USAGE OR COMMUNICATIONS.

Services Provided "As Is”. CUSTOMER ACKNOWLEDGES THAT THE SERVICES AND PLATFORM (INCLUDING WITHOUT LIMITATION INTEGRATIONS WITH CUSTOMER’S SLACK, EMAIL, CRM, OR OTHER CHANNELS) ARE PROVIDED ON AN "AS IS" BASIS, WITHOUT ANY GUARANTEES OF SUCCESS. CUSTOMER ACCEPTS THE SERVICES KNOWING THAT THEY MAY NOT MEET ALL EXPECTATIONS OR REQUIREMENTS.

Adaptation to Legal Changes. BOTH PARTIES RECOGNIZE THAT LAWS GOVERNING MESSAGING, DATA PRIVACY, AND THE USE OF ARTIFICIAL INTELLIGENCE ARE SUBJECT TO CHANGE. CUSTOMER ACKNOWLEDGES THAT SHOULD SUCH LEGAL CHANGES MATERIALLY AFFECT THE TERMS OF THIS AGREEMENT, CUSTOMER CONSENTS TO NUMOLOO’S MODIFICATION OF THIS AGREEMENT AS REASONABLY REQUIRED IN ORDER TO COMPLY WITH APPLICABLE LAW.

AI Output Disclaimer. The Platform and Services use artificial intelligence or machine-learning technologies to generate insights and other outputs (“AI Output”). The Platform provides analysis, prioritization, and suggested insights. All decisions regarding whether, when, and how to respond to clients or potential clients, transmit communications, or take any action remain solely with Customer. Numoloo does not initiate, control, or transmit communications to end users and does not exercise discretion over Customer’s interactions.

AI Output is provided for informational purposes only and may contain inaccuracies, errors, or incomplete information. Numoloo does not guarantee the accuracy, reliability, completeness, or suitability of AI Output. The Customer is solely responsible for evaluating the accuracy and appropriateness of any AI Output for the Customer’s use and for making all decisions based on such output. Numoloo shall not be liable for any loss, damage, or consequences arising from the Customer’s reliance on AI Output.

No Legal Advice. Numoloo does not provide legal advice or guidance regarding laws, privacy requirements, or compliance obligations. All compliance decisions must be made by the Customer with its own legal counsel. Customer is solely responsible for monitoring its compliance with Applicable Law and Numoloo disclaims all responsibility for advising Customer as to Applicable Law.

Third Party Errors. For the avoidance of doubt, the Customer acknowledges that Numoloo is not liable for any failures, errors, problems, or issues relating to call routing, audio quality, or connectivity controlled by a third-party voice infrastructure provider or any delivery failures relating to the Customer’s infrastructure, internal systems, third-party applications, services, or integrations.

10. COMPLIANCE

Customer covenants and agrees that it will utilize the Services and Platform and at all times act in strict compliance with Applicable Laws. Customer is solely responsible for providing any legally required disclosures and notices, obtaining all legally required consents for the recording of calls and voicemails and sending of marketing messages, and also for determining whether any such notices or consents are legally required. Customer shall also be solely responsible for adhering to any “quiet hour” time restrictions for any marketing calls or messages. Numoloo will have no liability to Customer or any Third Parties in the event of the Customer’s non-compliance. Noncompliance with this obligation shall be considered a Default and significant violation of this Agreement and may contravene Applicable Laws. The Customer is solely responsible for the Customer’s interactions with the Customer’s current and prospective clients and other Third Parties, and Numoloo shall have no liability in connection therewith.

As between Numoloo and Customer, Customer is solely responsible for determining whether the recording or analysis of voice data requires consent under biometric privacy laws and for obtaining any such consents and providing required notices.

11. INTELLECTUAL PROPERTY RIGHTS AND DATA OWNERSHIP

Ownership of Services and Underlying Technology. All right, title, and interest, including all patent, copyright, trademark and other intellectual property rights, in and to the Services, Platform and the underlying technology provided by Numoloo, including any updates, enhancements, modifications, or improvements made thereto, are and shall remain the exclusive property of Numoloo. The license granted in Section 3 is solely for the purpose of enabling the Customer to use the benefits of the Services and Platform provided by Numoloo, and no transfer of ownership or the right to access the source code of the underlying technology is implied or direct under this Agreement.

Data Ownership. Notwithstanding the aforementioned ownership of the underlying technology, Platform and Services, the Customer shall retain all right, title, and interest in and to the data obtained, generated, or processed through the Customer’s use of the Platform and Services, including without limitation call audio, transcripts of calls, drafts, or summaries ("Customer Data"). Customer grants Numoloo a non-exclusive, royalty-free right and license during the Term of this Agreement to use such data solely in the operation of the Platform and performance of the Services. The Customer acknowledges and agrees that Customer Data may be stored by or on behalf of Numoloo in secure cloud environments and may be processed in jurisdictions outside the Customer’s location. Customer Data is retained by Numoloo only for the duration specified in Numoloo’s data retention policy or as required under general applicable law governing standard commercial recordkeeping. The Customer is solely responsible for any data sharing that occurs through integrations authorized by the Customer (e.g., through Slack, email, CRM, and other channels).

Data Utilization and Enhancement. Notwithstanding the foregoing, the Customer acknowledges and agrees that Numoloo is authorized to use general, non-identifiable and/or anonymized metrics and statistics derived from the Customer’s use of the Platform and Services for the purpose of training, refining, and enhancing the Numoloo technology. For clarity, Numoloo does not use identifiable call recordings, identifiable call data, or identifiable Customer Data to train any AI models. Numoloo may also use aggregate, anonymized data derived from Customer Data for purposes of enhancing the Services and Platform, developing new products or services, training AI models, and sharing insights gained from the aggregate data, provided that such use does not reveal any identifiable Customer Data or confidential information of the Customer.

Intellectual Property Infringement. If the Services or Platform or underlying technology become, or in Numoloo’s opinion are likely to become, the subject of an intellectual property infringement claim, Numoloo may, at its option and expense: (a) procure for the Customer the right to continue using the Services; (b) replace or modify the Services so that they become non-infringing; or (c) terminate this Agreement on notice to the Customer and provide a pro-rata refund of any pre-paid fees for the Services not rendered.

12. INDEMNIFICATION

Indemnification by Customer. The Customer agrees to indemnify, defend, and hold harmless Numoloo and its Affiliates, and their respective officers, directors, employees, and agents (collectively, "Numoloo Indemnified Parties") from any and all claims, liabilities, damages, and expenses (including reasonable attorneys' fees and costs) arising from or related to:

• The Customer’s violation or alleged violation of any term of this Agreement;
• Any agreement or interaction between the Customer and its current or prospective clients or other Third Parties;
• Claims alleging that the Customer’s services or applications, or the use thereof by the Customer or its Authorized Users, infringe or misappropriate a Third Party's intellectual property rights or privacy rights; and/or
• Any fines, penalties, or other liabilities incurred by Numoloo Indemnified Parties resulting from the Customer’s use of the Services or the Platform.
• The Customer’s use of the Platform or Services or other acts or omissions in violation of Applicable Law or in breach of the rights of Third Parties.
• Claims arising from or relating to the recording, monitoring, initiating or analysis of communications without required consent, including under wiretap, biometric or privacy laws.

Notice and Defense. Notification: Numoloo will promptly notify the Customer in writing of any claim subject to indemnification, provided that Numoloo's failure to promptly notify the Customer will not relieve the Customer of its obligations under this Section except to the extent that the Customer is materially prejudiced by such failure.

Defense and Settlement: the Customer will have the sole authority to defend or settle any claim as long as any settlement fully releases Numoloo Indemnified Parties from all liability and does not impose any obligation on Numoloo. Numoloo may participate in the defense of any claim at its own expense and with counsel of its choice, but the Customer will retain control of the defense and settlement. Customer must not agree to any settlement that imposes any obligation or liability on Numoloo without Numoloo’s prior written consent.

Limitations on Indemnification. Notwithstanding the foregoing, the Customer is not obligated to indemnify Numoloo Indemnified Parties if the applicable claim arises from: (i) Numoloo’s willful misconduct or gross negligence; or (ii) Numoloo 's breach of this Agreement; or (iii) claims alleging that the Platform or Services infringe or misappropriate a Third Party’s intellectual property rights.

13. MISCELLANEOUS

Amendment and Waiver. This Agreement may only be amended, modified, or supplemented by an agreement in writing signed by both Parties. No waiver by Numoloo of any of the provisions hereof shall be effective unless explicitly set forth in writing and signed by Numoloo. No failure to exercise, or delay in exercising, any rights, remedy, power, or privilege arising from this Agreement shall operate or be construed as a waiver thereof, nor shall any single or partial exercise of any right, remedy, power, or privilege hereunder preclude any other or further exercise thereof or the exercise of any other right, remedy, power, or privilege.

Notices. All notices and other communications under this Agreement must be in writing and are deemed duly delivered when sent by email to (a) Numoloo at legal@numoloo.com, and (b) the Customer at the email address associated with the Customer’s Account.

Force Majeure. Numoloo shall not be liable or responsible to the Customer, nor be deemed to have defaulted under or breached this Agreement, for any failure or delay in fulfilling or performing any term of this Agreement or providing the Services when and to the extent such failure or delay is caused by a Force Majeure Event. “Force Majeure Event” means an event beyond Numoloo’s control, including without limitation weather, acts of war, acts of terror, natural disasters, labor strikes, epidemics, pandemics, outbreak of infectious disease, government action, the acts or omissions of third parties, damage to facilities, or any casualty or unforeseen occurrence.

Severability. If any provision of this Agreement is invalid, illegal, or unenforceable in any jurisdiction, such invalidity, illegality, or unenforceability shall not affect any other term or provision of this Agreement or invalidate or render unenforceable such term or provision in any other jurisdiction.

Attorneys’ Fees. In the event of litigation or arbitration relating to the subject matter of this Agreement, the prevailing party shall have the right to collect from the other party its reasonable attorneys’ fees and costs and necessary expenditures.

Entire Agreement. This Agreement, including and together with any related exhibits, schedules, attachments, and appendices, constitutes the sole and entire agreement of the Parties with respect to the subject matter contained herein and supersedes all prior and contemporaneous understandings, agreements, representations, and warranties, both written and oral, with respect to such subject matter.

Survival. Provisions of this Agreement that by their nature should apply beyond their terms will remain in force after any termination or expiration of this Agreement including, but not limited to, the ownership provisions, warranty disclaimers, indemnity, and limitations of liability.

Electronic Execution and Counterparts. This Agreement may be executed in counterparts, each of which is deemed an original, but all of which together are considered one and the same agreement. Electronic signatures or copies of signatures transmitted via electronic means shall be deemed to bind the Parties to this Agreement.

Assignment. The Customer may not assign any of its rights or delegate any of its obligations under this Agreement without the prior written consent of Numoloo. Any purported assignment or delegation in violation of this Section is null and void. Numoloo may assign its rights and delegate its obligations under this Agreement at its sole discretion.

Publicity. The Customer shall not use Numoloo 's name, logo, or other trademarks without Numoloo 's prior written consent. Numoloo reserves the right to make public announcements about its provision of services to the Customer.

No Agency; Independent Contractors. The Parties are independent contractors, and nothing in this Agreement shall be deemed to create any partnership, joint venture, fiduciary relationship, or agency relationship between the Parties. Numoloo does not act as Customer’s agent or representative and has no authority to bind Customer or to act on Customer’s behalf in any manner. Customer retains sole responsibility and control over its business operations, communications with its clients and prospective clients, and compliance with all Applicable Laws. Any recommendations, prioritizations, analyses, or outputs generated by the Platform are provided solely as informational assistance and do not constitute actions taken on behalf of Customer. Numoloo does not assume any fiduciary duties to Customer, and Customer acknowledges that the Platform is a tool and that Company does not exercise independent judgment or discretion over Customer’s operations.

No Authority. Numoloo shall not be deemed to act “on behalf of” Customer for purposes of any statute, regulation, or common law doctrine, including agency, vicarious liability, or respondeat superior. Numoloo makes no representations to, and undertakes no obligations toward, any third party or any client, prospective client or end user of Customer.

14. GOVERNING LAW AND ARBITRATION

Governing Law. This Agreement shall be governed by and construed in accordance with the laws of the State of New York, without giving effect to any principles of conflicts of law. For purposes of enforcing this arbitration provision, seeking injunctive relief preventing actual or threatened misuse of intellectual property, breach of confidentiality obligations, or unauthorized access to the Platform, or confirming, vacating or modifying any arbitration award, the Parties consent to the exclusive jurisdiction of the state and federal courts located in New York, New York. The parties hereby irrevocably submit to the exclusive jurisdiction of the state and federal courts located in New York County, New York, for the resolution of any disputes arising out of or relating to this Agreement.

Mandatory Arbitration. Except as expressly set forth below, any dispute, controversy, or claim arising out of, relating to, or in connection with this Agreement, including any questions regarding its existence, validity, interpretation, breach, or termination (“Dispute”), shall be resolved exclusively by binding arbitration under the then-prevailing rules of the American Arbitration Association ("AAA"). In the event that AAA is unwilling or unable to accept a role as arbitrator, then any Dispute shall be resolved exclusively by binding arbitration under the then-prevailing rules of JAMS. This arbitration provision shall be deemed to be self-executing, and in the event either party fails to appear at any properly noticed arbitration proceeding, an award may be entered against such party notwithstanding said failure to appear.

Arbitration Location and Procedure. The place of arbitration shall be New York City, New York, USA. The arbitration shall be conducted in the English language. A single arbitrator shall be jointly selected by the parties. If the parties cannot agree on an arbitrator within thirty (30) days of initiating the arbitration, an arbitrator shall be appointed by the AAA (or JAMS as the case may be) in accordance with its rules. The arbitrator shall apply the laws of the State of New York, without regard to its conflict of laws rules, to any disputes. The arbitration award shall be final and binding on the parties, and judgment upon the award rendered by the arbitrator may be entered in any court having jurisdiction thereof.

Confidentiality of Arbitration. The arbitration proceedings and all pleadings and documents submitted in connection with such proceedings shall be treated as confidential and shall not be disclosed to any third party without the express written consent of the other party, except as may be necessary for the preparation or conduct of the arbitration hearing on the merits, or except as may be necessary in connection with a court application for a preliminary remedy, a judicial challenge to an award or its enforcement, or unless otherwise required by law or judicial decision.

Exceptions to Arbitration. Notwithstanding the foregoing, (i) either party may seek temporary or injunctive relief in a court of competent jurisdiction to prevent actual or threatened misuse of intellectual property, breach of confidentiality obligations, or unauthorized access to the Platform, and (ii) Numoloo may seek relief from any court of competent jurisdiction to collect unpaid and/or late Fees due under this Agreement. In the event of any conflict between the arbitration provisions and any other provision of this Agreement, this arbitration provision shall control.

Costs of Arbitration. Each party shall bear its own costs and expenses and an equal share of the arbitrator’s and administrative fees of arbitration, except that the arbitrator may, in the award, allocate all or part of the costs of arbitration, including the arbitrator's fees, administrative fees, and the costs of using the facilities during the hearings, to the party against whom the award is rendered as part of such award.