Last Updated: August 6, 2026
The following terms and conditions (the "Agreement") govern all use of the www.numinar.com website (the "Site"), mobile application (the "App") and the products and services (taken together with the Site and App, the "Service") owned and operated by Numinar, Inc. ("Numinar"). Note that if you have entered into a separate written agreement with Numinar with respect to paid products or services of Numinar, that written agreement (and not this Agreement) will govern your use of those products and services. The Service is offered subject to your (and the organization you represent) (together, "User") acceptance without modification of all of the terms and conditions contained herein and all other operating rules, policies and procedures that may be published from time to time on the Site by Numinar. BY USING OR ACCESSING ANY PART OF THE SERVICE, YOU AGREE TO ALL OF THE TERMS AND CONDITIONS CONTAINED HEREIN; IF YOU NOT AGREE, DO NOT USE OR ACCESS THE SERVICE.
THIS AGREEMENT INCLUDES AN ARBITRATION PROVISION, JURY TRIAL WAIVER, AND A CLASS ACTION WAIVER THAT AFFECT USER'S RIGHTS. IN ARBITRATION, THERE IS NO JUDGE OR JURY, AND THERE IS LESS DISCOVERY AND APPELLATE REVIEW THAN IN COURT. DETAILS ARE SET FORTH BELOW. PLEASE REVIEW CAREFULLY.
Numinar reserves the right, at its sole discretion, to modify or replace any of the terms or conditions of this Agreement at any time. It is User's responsibility to check this Agreement periodically for changes. User's continued use of the Service following the posting of any changes to this Agreement constitutes acceptance of those changes.
Subject to the terms and conditions of this Agreement, the Service is solely for User's personal use.
Numinar may change, suspend or discontinue the Services at any time, including the availability of any feature, database, or content. Numinar may also impose limits on certain features and services or restrict User's access to parts or all of the Services without notice or liability.
User certifies to Numinar that if User is an individual (i.e., not a corporation) User is at least 18 years of age. User also certifies that it is legally permitted to use the Service, and takes full responsibility for the selection and use of the the Service. This Agreement is void where prohibited by law, and the right to access the Service is revoked in such jurisdictions.
User shall be responsible for obtaining and maintaining any equipment or ancillary services needed to connect to, access the Service, including, without limitation, modems, hardware, software, and long distance or local telephone service. User shall be responsible for ensuring that such equipment or ancillary services are compatible with the Service.
User shall not, nor permit anyone else to, directly or indirectly: (i) reverse engineer, disassemble, decompile or otherwise attempt to discover the source code or underlying algorithms of all or any part of the Service (except that this restriction shall not apply to the limited extent restrictions on reverse engineering are prohibited by applicable local law); (ii) modify or create derivatives of any part of the Service; (iii) rent, lease, or use the Service for timesharing or service bureau purposes; or (iv) remove or obscure any proprietary notices on the Service. As between the parties, Company shall own all title, ownership rights, and intellectual property rights in and to the Service, and any copies or portions thereof.
User shall not use any "deep-link", "page-scrape", "robot", "spider" or other automatic device, program, algorithm or methodology, or any similar or equivalent manual process, to access, acquire, copy or monitor any portion of the Service or any Content, or in any way reproduce or circumvent the navigational structure or presentation of the Service or any Content, to obtain or attempt to obtain any materials, documents or information through any means not purposely made available through the Service. Numinar reserves the right to bar any such activity.
User shall not attempt to gain unauthorized access to any portion or feature of the Service, or any other systems or networks connected to the Service or to any Numinar server, or to any of the services offered on or through the Service, by hacking, password "mining", or any other illegitimate means.
User shall not probe, scan or test the vulnerability of the Service or any network connected to the Service, nor breach the security or authentication measures on the Service or any network connected to the Service.
User shall not take any action that imposes an unreasonable or disproportionately large load on the infrastructure of the Service or Numinar's systems or networks, or any systems or networks connected to the Service or to Numinar.
User shall not use any device, software or routine to interfere or attempt to interfere with the proper working of the Service or any transaction being conducted on the Service, or with any other person's use of the Service.
User shall not use the Service or any Content for any purpose that is unlawful or prohibited by this Agreement.
Certain features and/or functions of the Service may be subject to fees. User will be responsible for, and will pay, all such fees as described on the Site.
As a condition to using certain products and services of the Service, User may be required to register with Numinar and select a password and User name ("Numinar User ID"). User shall provide Numinar with accurate, complete, and updated registration information. Failure to do so shall constitute a breach of this Agreement, which may result in immediate termination of User's account. User may not (i) select or use as a Numinar User ID a name of another person with the intent to impersonate that person; or (ii) use as a Numinar User ID a name subject to any rights of a person other than User without appropriate authorization. Numinar reserves the right to refuse registration of, or cancel a Numinar User ID in its discretion. User shall be responsible for maintaining the confidentiality of User's Numinar password and other account information.
User agrees that all content and materials (collectively, "Content") delivered via the Service or otherwise made available by Numinar at the Site are protected by copyrights, trademarks, service marks, patents, trade secrets or other proprietary rights and laws. Except as expressly authorized by Numinar in writing, User agrees not to sell, license, rent, modify, distribute, copy, reproduce, transmit, publicly display, publicly perform, publish, adapt, edit or create derivative works from such materials or content. However, User may print or download a reasonable number of copies of the materials or content at this Site for User's own informational purposes; provided, that User retain all copyright and other proprietary notices contained therein. Reproducing, copying or distributing any content, materials or design elements on the Site for any other purpose is strictly prohibited without the express prior written permission of Numinar.
User is responsible for all of its activity in connection with the Service. User shall defend, indemnify, and hold harmless Numinar, its affiliates and each of its, and its affiliates employees, contractors, directors, suppliers and representatives from all liabilities, claims, and expenses, including reasonable attorneys' fees, that arise from (i) User's use or misuse of the Service; (ii) User's access to any part of the Service; (iii) any content, information or materials used by User in connection with the Service; or (iv) User's violation of this Agreement. User will also defend, indemnify, and hold harmless Numinar from any claims, penalties, fines, or losses (including under the Telephone Consumer Protection Act (TCPA), CAN-SPAM, and applicable carrier or messaging-aggregator rules) arising from any text messages or calls sent by or through User, from any lack of valid recipient consent, or from User's violation of the Messaging Compliance obligations in Section 17 of this Agreement.
1.1 Numinar Warranties to Users. Numinar makes the following warranty to User: Numinar shall use commercially reasonable efforts consistent with prevailing industry standards to provide the services in a professional and workmanlike manner that is free of defects. User's sole remedy, and Numinar's exclusive liability, for defects in the Service shall be for Numinar to use commercially reasonable efforts to promptly correct such defects.
1.2 User Warranties to Numinar. User represents and warrants that: (i) with respect to all information it provides to Numinar, User has the full right and authority to make such provision and to allow Numinar to use such information to provide the Service (including, without limitation, for Numinar to provide such information to its data providers), (ii) none of the content (e.g. emails) transmitted, uploaded or otherwise distributed by it (or its partners or any third party) through use of the Service will infringe or otherwise conflict with the rights of any third party, and (iii) it will use the Service only in compliance with all applicable laws and regulations. Without limiting the foregoing, User's messaging-related representations and warranties are set forth in Section 17 (Messaging Compliance; Client Responsibilities).
EXCEPT AS EXPRESSLY SET FORTH IN SECTION 8, THE SERVICE IS PROVIDED ON AN "AS IS" BASIS, WITHOUT WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED, INCLUDING, WITHOUT LIMITATION, IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE OR NON-INFRINGEMENT. NUMINAR MAKES NO WARRANTY THAT (I) THE SERVICE IS FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS, OR (II) THE RESULTS OF USING THE SERVICE WILL MEET USER'S REQUIREMENTS.
IN NO EVENT SHALL NUMINAR, ITS OFFICERS, DIRECTORS, EMPLOYEES, AGENTS, VENDORS OR SUPPLIERS BE LIABLE UNDER CONTRACT, TORT, STRICT LIABILITY, NEGLIGENCE OR ANY OTHER LEGAL THEORY WITH RESPECT TO THE SERVICE: (I) FOR ANY LOST PROFITS OR SPECIAL, INDIRECT, INCIDENTAL, PUNITIVE, OR CONSEQUENTIAL DAMAGES OF ANY KIND WHATSOEVER, EVEN IF FORESEEABLE, (II) FOR ANY BUGS, VIRUSES, TROJAN HORSES, OR THE LIKE (REGARDLESS OF THE SOURCE OF ORIGINATION), OR (III) FOR ANY DIRECT DAMAGES IN EXCESS OF (IN THE AGGREGATE) $100.00 (U.S.) (PROVIDED THAT, IF USER HAS PAID FEES TO NUMINAR, SUCH AMOUNT WILL BE EQUAL TO THE FEES PAID BY USER TO NUMINAR DURING THE SIX (6) MONTH PERIOD IMMEDIATELY PRIOR TO THE DATE THE CAUSE OF ACTIONS ACCRUES). IN ADDITION, NUMINAR SHALL NOT BE LIABLE FOR ANY LOSS OR LIABILITY RESULTING, DIRECTLY OR INDIRECTLY, FROM USER'S INABILITY TO ACCESS OR OTHERWISE USE THE SITE (INCLUDING, WITHOUT LIMITATION, ANY DELAYS OR INTERRUPTIONS DUE TO ELECTRONIC OR MECHANICAL EQUIPMENT FAILURES, DENIAL OF SERVICE ATTACKS, DATE DATA PROCESSING FAILURES, TELECOMMUNICATIONS OR INTERNET PROBLEMS OR UTILITY FAILURES. THE FOREGOING LIMITATIONS SHALL NOT APPLY TO THE EXTENT PROHIBITED BY APPLICABLE LAW.
PLEASE READ THIS SECTION CAREFULLY. IT CONTAINS AN ARBITRATION AGREEMENT. THIS SECTION MAY SIGNIFICANTLY AFFECT USER'S LEGAL RIGHTS, INCLUDING USER'S RIGHT TO FILE A LAWSUIT IN COURT AND TO HAVE A JURY HEAR USER'S CLAIMS. THIS SECTION ALSO CONTAINS PROCEDURES FOR FINAL BINDING INDIVIDUAL ARBITRATION AND A WAIVER OF ANY AND ALL RIGHTS TO PROCEED IN A CLASS, COLLECTIVE, CONSOLIDATED, PRIVATE ATTORNEY GENERAL, OR REPRESENTATIVE ACTION (COLLECTIVELY, "CLASS ACTION") IN ARBITRATION OR LITIGATION.
THIS SECTION ALSO ADDRESSES THAT USER AND NUMINAR ARE GIVING UP THE RIGHT TO HAVE A JURY TRIAL TO THE FULLEST EXTENT PERMISSIBLE BY APPLICABLE LAW AND TO FILE OR PARTICIPATE IN A CLASS ACTION SUBJECT TO THE LIMITED EXCLUSION BELOW. IN ARBITRATION, DISPUTES ARE RESOLVED BY AN ARBITRATOR, NOT A JUDGE OR JURY, AND THERE IS LESS DISCOVERY AND APPELLATE REVIEW THAN IN COURT.
Most User concerns can be resolved by contacting Numinar at support@numinar.com. In the event Numinar is unable to resolve a complaint to User's satisfaction, this Section explains how any Dispute (as defined below) will be resolved.
Arbitration Agreement. USER AND NUMINAR AGREE THAT ANY DISPUTE (DEFINED BELOW) SHALL BE RESOLVED BY FINAL AND BINDING INDIVIDUAL ARBITRATION EXCEPT AS OTHERWISE PROVIDED HEREIN. NOTWITHSTANDING THE FOREGOING, EITHER PARTY MAY ELECT TO HAVE INDIVIDUAL CLAIMS HEARD IN SMALL CLAIMS COURT IF THOSE CLAIMS QUALIFY FOR SMALL CLAIMS COURT AND SO LONG AS THE MATTER REMAINS IN SUCH COURT AND IS NOT REMOVED OR APPEALED TO A COURT OF GENERAL JURISDICTION AND ADVANCES ONLY ON AN INDIVIDUAL (NON-CLASS ACTION BASIS). ANY DISPUTE OVER WHETHER CLAIMS QUALIFY FOR SMALL CLAIMS COURT IS FOR THE SMALL CLAIMS COURT TO DECIDE IN THE FIRST INSTANCE AND, IF NECESSARY, FOR A COURT OF COMPETENT JURISDICTION TO DECIDE.
User and Numinar agree that this Agreement affects interstate commerce and that the Federal Arbitration Act, 9 U.S.C. § 1 et seq., and federal arbitration law apply to this Arbitration Agreement and govern all questions as to whether a Dispute is subject to arbitration.
For purposes of this Section, "Dispute" shall include, but is not limited to, any claims or controversies between User and Numinar that are related in any way to this Agreement, including, but not limited to, User's use of the Services, policies, privacy, and/or any communications between USER and Numinar, even if the Dispute arises after the termination of User's relationship with Numinar. "Dispute" also includes, without limitation, claims that: (a) User brings against Numinar; (b) Numinar brings against User; (c) in any way relate to or arise out of any aspect of the relationship between User and Numinar, whether based in contract, tort, statute, fraud, misrepresentation, advertising claims, or any other legal theory; (d) arose before User entered into this Agreement or out of a prior agreement with Numinar (including, without limitation, claims relating to advertising); (e) are subject to ongoing litigation where User is not a party or a member of a certified class; and/or (f) arise after the termination of this Agreement. "Dispute," however, does not include disagreements or claims concerning patents, copyrights, trademarks, and trade secrets and claims of piracy or unauthorized use of intellectual property or claims for personal bodily injury, which shall not be subject to arbitration or the notice and informal process described below. The arbitrator shall decide all issues except for: (a) those that are specifically reserved for a court herein; (b) those issues relating to the scope, validity, and enforceability of the Arbitration Agreement or any of the provisions of this Section; (c) any issues arising from or relating to the arbitrability of any Dispute; and (d) whether the arbitration administrator cannot or will not administer the arbitration in accordance with this Arbitration Agreement — all of which are for a court of competent jurisdiction to decide. These Agreement and this Arbitration Agreement do not prevent User from bringing User Dispute to the attention of any federal, state, or local government agency.
Mandatory Pre-Arbitration Informal Dispute Resolution. User and Numinar agree to engage cooperatively to try to resolve any Dispute informally prior to User or Numinar initiating an arbitration proceeding. User or Numinar must first send a written notice to the other party providing a detailed description of the Dispute; User or Numinar's name and contact information (address, telephone number, email address, and account number if applicable); and a detailed description of: (a) the nature and basis of the Dispute and any claims and (b) the nature and basis of the relief sought (including a detailed calculation of any damages). User's notice to us must be personally signed by User (and User's attorney if User is represented by legal counsel). Numinar's notice to User must be personally signed by a Numinar representative (and Numinar's attorney if Numinar is represented by legal counsel).
User's notice to Numinar must be sent to Numinar, 1201 Wilson Blvd, Arlington VA 22209. Numinar's notice to User must be sent to the most recent contact information that User has provided to Numinar.
For a period of 60 days from the date of receipt of a completed notice from the other party, User and Numinar will work together using reasonable efforts to try to resolve the Dispute. If requested by Numinar in connection with a notice initiated by User, User agrees to personally participate in an individualized telephone settlement conference (and if User is represented by an attorney, User's attorney may also participate) to discuss a potential early resolution of the matter. If requested by User in connection with a notice initiated by Numinar, Numinar agrees to have a Numinar representative personally participate in an individualized, telephone settlement conference (and if Numinar is represented by an attorney, Numinar's attorney may also participate). If the Dispute is not resolved within this 60-day period (which can be extended by agreement of the parties), User or Numinar may commence arbitration consistent with the process set forth below. Compliance with this informal dispute resolution process is mandatory and a condition precedent to initiating arbitration.
Any applicable limitations period (including statutes of limitations) shall be tolled while the parties engage in this informal dispute resolution process.
If the sufficiency of a notice or compliance with this informal dispute resolution process is at issue, such issue may be raised with and decided by a court of competent jurisdiction at either party's election, and any arbitration shall be stayed pending resolution of the issue. The court shall have the authority to enforce this condition precedent to arbitration, which includes the power to enjoin the filing or prosecution of a demand for arbitration or the assessment or payment of arbitration fees. USER or Numinar may also elect to raise non-compliance with this informal dispute resolution process and seek relief in arbitration.
Arbitration Rules and Procedures; Individualized Relief; Fees. To begin an arbitration proceeding, User must send an arbitration demand to National Arbitration and Mediation ("NAM") with a copy to Numinar, 1201 Wilson Blvd, Arlington VA 22209, or Numinar must send an arbitration demand to NAM with a copy sent to User at the most current address Numinar has on file. The arbitration demand must be accompanied by a certification of completion of the informal dispute resolution process and a copy of the notice. The arbitration demand and certification must be personally signed by User or User's attorney, if User is represented by legal counsel (if User is initiating arbitration) or by a Numinar representative or Numinar's attorney, if Numinar is represented by legal counsel (if Numinar is initiating arbitration). By filing the arbitration demand, the party and its attorney initiating the arbitration represent that to the best of their information, knowledge, and belief, formed after a reasonable inquiry that: (a) the arbitration demand is not being presented for any improper purpose, such as to harass, cause unnecessary delay, or needlessly increase the cost of dispute resolution; (b) the claims or other legal contentions are warranted by existing law or by a nonfrivolous argument for extending, modifying, or reversing existing law or for establishing new law; and (c) the factual contentions have evidentiary support or, if specifically so identified, will likely have evidentiary support after reasonable opportunity for further investigation or discovery. The arbitrator is expressly authorized to impose any sanctions available under Federal Rule of Civil Procedure 11 on represented parties and their counsel.
The arbitration will be administered by NAM under its applicable rules, including the Comprehensive Dispute Resolution Rules and Procedures and/or the Supplemental Rules for Mass Arbitration Filings, as applicable ("NAM Rules"), as modified by this Arbitration Agreement. The NAM Rules and fee information are available at www.namadr.com. If NAM is unavailable or unwilling to administer the arbitration consistent with the NAM Rules as modified by this Arbitration Agreement, the parties shall agree on an administrator that will do so. If the parties cannot agree on an administrator, they shall jointly petition a court of competent jurisdiction to appoint an administrator that will administer the arbitration consistent with the NAM Rules as modified by this Arbitration Agreement. Payment of all arbitration fees will be governed by the NAM Rules as modified by this Arbitration Agreement. Numinar will consider a request to reimburse the consumer filing fee upon a demonstration of hardship. USER and Numinar agree that the parties have a shared interest in reducing the fees and costs and increasing the efficiencies associated with arbitration. Therefore, USER or Numinar may elect to engage with NAM regarding fees, and User and Numinar agree that the parties (and User's and Numinar's counsel, if User and Numinar are represented) will work together in good faith to ensure that arbitration remains cost-effective for all parties.
User may choose to have the arbitration conducted by a phone, video, or in-person hearing, or through written submissions, except any Dispute seeking $25,000 or more or injunctive relief shall have an in-person or video hearing. User and Numinar reserve the right to request a hearing in any matter from the arbitrator. User and Numinar agree that User and a Numinar representative will personally appear at any hearing (along with User's and Numinar's respective legal counsel, if the parties are represented by counsel). If an in-person arbitration hearing is required, then it will be conducted at a location that is reasonably convenient to User or at another mutually agreed-upon location.
The arbitration will be conducted by a single arbitrator who will apply this Agreement as a court would and will adjudicate any Dispute according to applicable law and facts based upon the record only. The arbitrator shall issue a reasoned written award. The cost-shifting provisions of Federal Rule of Civil Procedure 68 shall apply and be enforced by the arbitrator after entry of an award. The arbitration award shall have no preclusive effect in any other arbitration or proceeding that does not involve User and Numinar. An award that has been satisfied may not be entered in court.
UNLESS BOTH USER AND NUMINAR AGREE OTHERWISE, ALL CLAIMS AND DISPUTES WITHIN THE SCOPE OF THIS ARBITRATION AGREEMENT MUST BE ARBITRATED OR LITIGATED ON AN INDIVIDUAL BASIS AND NOT ON A CLASS, REPRESENTATIVE, COLLECTIVE, OR PRIVATE ATTORNEY GENERAL BASIS. CLAIMS OF MORE THAN ONE PERSON CANNOT BE ARBITRATED JOINTLY OR BE CONSOLIDATED WITH THOSE OF ANY OTHER PERSON. ADDITIONALLY, USER AND NUMINAR AGREE THAT THE ARBITRATOR MAY AWARD INDIVIDUAL RELIEF AVAILABLE IN COURT (INCLUDING, WITHOUT LIMITATION, DAMAGES, DECLARATORY, INJUNCTIVE, OR OTHER EQUITABLE RELIEF) ONLY IN FAVOR OF THE INDIVIDUAL PARTY SEEKING RELIEF AND ONLY TO THE EXTENT NECESSARY TO PROVIDE RELIEF WARRANTED BY THAT PARTY'S PARTICULAR CLAIM. THE ARBITRATOR MAY NOT ISSUE A "PUBLIC INJUNCTION." THE ARBITRATOR DOES NOT HAVE THE POWER TO VARY THESE CLASS ACTION WAIVER PROVISIONS. IF, FOR ANY REASON, A COURT OF COMPETENT JURISDICTION HOLDS THAT THESE RESTRICTIONS ARE UNENFORCEABLE WITH RESPECT TO A PARTICULAR CLAIM OR REQUEST FOR RELIEF (SUCH AS A REQUEST FOR PUBLIC INJUNCTIVE RELIEF), AND ALL APPEALS FROM THAT DECISION HAVE BEEN EXHAUSTED (OR THE DECISION IS OTHERWISE FINAL), THE PARTIES AGREE THAT THE PARTICULAR CLAIM OR REQUEST FOR RELIEF MAY PROCEED IN A COURT OF COMPETENT JURISDICTION BUT SHALL BE STAYED PENDING ARBITRATION OF ALL REMAINING CLAIMS AND REQUESTS FOR RELIEF.
Additional Procedures for Mass Filings. User and Numinar agree that these procedures (in addition to all others provided in this Section) shall also apply if User chooses to participate in a "Mass Filing" (defined below).
If 25 or more similar Disputes (including User's) are asserted against Numinar by the same or coordinated counsel or are otherwise coordinated ("Mass Filing"), consistent with the definition and criteria of Mass Filing set forth in the NAM Rules, User understands and agrees that by choosing to be part of a Mass Filing, these additional procedures shall apply, and the resolution of User's Dispute might be delayed and ultimately proceed in court if not resolved through the process set forth below. The parties agree that throughout this process, their counsel shall meet and confer in an effort to informally resolve the Disputes, streamline procedures, address the informal exchange of information, modify the number of Disputes to be adjudicated and to promote efficiency, conservation of resources, and the resolution of claims.
If User's claim is part of a Mass Filing, any applicable limitations periods (including statutes of limitations) shall be tolled for User's Dispute from the time that the Mass Filing is first submitted to NAM until User's Dispute proceeds in arbitration or is settled, withdrawn, otherwise resolved, or opted out of arbitration pursuant to this Section.
STAGE ONE: Assuming there are at least 25 Disputes submitted as part of the Mass Filing, User's counsel and Numinar's counsel shall each select 10 Disputes (per side) to proceed as cases in individual arbitration proceedings as part of an initial staged process. Alternatively, either side's counsel may elect to have their 10 cases selected randomly. The number of Disputes to be selected to proceed as part of this initial staged process can be increased by agreement of counsel for the parties (and if there are fewer than 50 Disputes, all shall proceed individually in Stage One). Each of the 50 (or fewer) cases shall be assigned to a different arbitrator and proceed in individual arbitrations. If a case is withdrawn without the consent of both parties, then another Dispute shall be selected consistent with the selection process referenced above to proceed as part of this Stage One. The remaining Disputes shall not be filed or deemed filed in arbitration nor shall any arbitration fees be assessed or collected in connection with those claims until they are selected to proceed to individual arbitration proceedings as part of a staged process. If after this initial set of proceedings the parties are unable to informally resolve the remaining Disputes, they shall participate in a global mediation session with a retired federal or state court judge to be jointly selected by counsel for the parties in an effort to resolve the remaining Disputes (as informed by the adjudications of cases in Stage One), and Numinar shall pay the mediator's fee.
STAGE TWO: If the remaining Disputes have not been resolved at the conclusion of Stage One, counsel for the claimants and counsel for Numinar shall each select 10 Disputes per side to be filed and to proceed as cases in individual arbitrations as part of a second staged process, subject to any procedural changes the parties agree to in writing following mediation or through continuing, good faith discussions. Alternatively, either side's counsel may elect to have their 10 Disputes selected randomly. The number of Disputes to be selected to proceed as part of this second staged process can be increased by agreement of counsel for the parties (and if there are fewer than 100 Disputes, all shall proceed individually in Stage Two). No more than 3 cases may be assigned to a single arbitrator to proceed individually unless the parties agree otherwise. If a case is withdrawn without the consent of both parties, then another Dispute shall be selected consistent with the selection process referenced above to proceed as part of this Stage Two. The remaining Disputes shall not be filed or deemed filed in arbitration nor shall any arbitration fees be assessed or collected in connection with those claims. After this second set of staged proceedings is completed, the parties shall engage in a global mediation session of all remaining Disputes with a retired federal or state court judge to be jointly selected by counsel for the parties in an effort to resolve the remaining Disputes (as informed by the adjudications of cases in Stages One and Two), and Numinar shall again pay the mediator's fee. Upon the completion of the global mediation session set forth in Stage Two, each remaining Dispute (if any) that is not settled or not withdrawn shall be opted out of arbitration and may only proceed in a court of competent jurisdiction consistent with this Agreement. Notwithstanding the foregoing, counsel for the parties may mutually agree in writing to proceed with the adjudication of the remaining Disputes in individual arbitration proceedings consistent with the process set forth in Stage Two (except Disputes shall be randomly selected and mediation shall be elective by agreement of counsel for the parties) or through another mutually-agreeable process.
A court of competent jurisdiction shall have the authority to enforce the Additional Procedures for Mass Filings section of the Arbitration Agreement, including by enjoining the Mass Filing, the prosecution or administration of arbitrations, and the assessment or collection of arbitration fees.
The Additional Procedures for Mass Filings section of the Arbitration Agreement and each of its requirements are essential parts of this Arbitration Agreement. If, after exhaustion of all appeals, a court of competent jurisdiction decides that this section applies to User's Dispute and is not enforceable, then User's Dispute shall not proceed in arbitration and shall only proceed in a court of competent jurisdiction consistent with the remainder of this Agreement.
Opt-out. User has the right to opt out of arbitration by sending User's personally signed, written notice of User's decision to opt out to the following address: Numinar, 1201 Wilson Blvd, Arlington VA 22209, postmarked within 60 days of the first time User agreed to terms with Numinar that included an arbitration agreement. User must include: (a) User's name and address; (b) the email address and/or telephone number; and (c) a clear statement that USER wants to opt out of arbitration and seek to have any Dispute addressed in a court of competent jurisdiction consistent with this Agreement. By opting out of arbitration, all other provisions in this Agreement, including the class action waiver and jury trial waiver, remain in effect to the fullest extent permissible by applicable law.
Severability and Survival. Except as specifically provided in the Arbitration Agreement (e.g., the Additional Procedures for Mass Filings), if any part or parts of this Arbitration Agreement is/are found by a court of competent jurisdiction to be invalid or unenforceable as to User's Dispute, then such specific part or parts shall be of no force and effect and shall be severed, and the remainder of the Arbitration Agreement shall continue in full force and effect. This Arbitration Agreement will survive the termination of this Agreement.
Future Changes to Arbitration Agreement. If Numinar makes any future changes to this Arbitration Agreement (other than a change to Numinar's mailing address), User may reject any such change by sending User's personally signed, written notice to the following address: Numinar, 1201 Wilson Blvd, Arlington VA 22209, postmarked within 30 days of the change. Such written notice does not constitute an opt-out of arbitration altogether. By rejecting any future change, User is agreeing that User will arbitrate any Dispute between User and Numinar in accordance with this version of the Arbitration Agreement.
Waiver of Jury Trial; Waiver of Class Actions. TO THE FULLEST EXTENT PERMISSIBLE BY APPLICABLE LAW, USER AND NUMINAR WAIVE THE RIGHT TO A JURY TRIAL. USER AND NUMINAR ALSO WAIVE ANY RIGHT TO BRING OR PARTICIPATE IN A CLASS ACTION IN ARBITRATION OR IN LITIGATION IN COURT. NOTWITHSTANDING THE FOREGOING, THE PARTIES RETAIN THE RIGHT TO PARTICIPATE IN A CLASS-WIDE SETTLEMENT.
Numinar may terminate this Agreement at any time, upon notice to User (which may be via email). User may terminate this Agreement at any time by cancelling User's Numinar account online (User must follow the instructions located in User's Numinar account management page). Upon termination notice from Numinar, User will no longer access (or attempt to access) the Service. All provisions of this Agreement which by their nature should survive termination shall survive termination, including, without limitation, warranty disclaimers, arbitration agreements, and limitations of liability.
User agrees not to import, export, re-export, or transfer, directly or indirectly, any part of the Service or any information provided on or pursuant to the Service except in full compliance with all United States, foreign and other applicable laws and regulations.
Numinar's current privacy policy is available at www.numinar.com/privacy (the "Privacy Policy"), which is incorporated by this reference. Numinar strongly recommends that you review the Privacy Policy closely.
All content included on the Site, such as text, graphics, logos, button icons, images, audio clips, digital downloads, data compilations, and software, is the property of Numinar or its content suppliers and protected by United States and international copyright laws. The compilation of all content on the Site is the exclusive property of Numinar and protected by U.S. and international copyright laws. All software used on (or provided through) the Site is the property of Numinar or its software suppliers and protected by United States and international copyright laws.
The failure of either party to exercise in any respect any right provided for herein shall not be deemed a waiver of any further rights hereunder. Numinar shall not be liable for any failure to perform its obligations hereunder where such failure results from any cause beyond Numinar's reasonable control, including, without limitation, mechanical, electronic or communications failure or degradation (including "line-noise" interference). If any provision of this Agreement is found to be unenforceable or invalid, that provision shall be limited or eliminated to the minimum extent necessary so that this Agreement shall otherwise remain in full force and effect and enforceable. This Agreement is not assignable, transferable or sublicensable by User except with Numinar's prior written consent. Numinar may transfer, assign or delegate this Agreement and its rights and obligations without consent. This Agreement shall be governed by and construed in accordance with the laws of the Commonwealth of Virginia, as if made within Virginia between two residents thereof, and the parties submit to the exclusive jurisdiction and venue of the state and Federal courts located in Arlington County, Virginia. Both parties agree that this Agreement is the complete and exclusive statement of the mutual understanding of the parties and supersedes and cancels all previous written and oral agreements, communications and other understandings relating to the subject matter of this Agreement, and that all modifications must be in a writing signed by both parties, except as otherwise provided herein. No agency, partnership, joint venture, or employment is created as a result of this Agreement and User does not have any authority of any kind to bind Numinar in any respect whatsoever.
By providing your mobile number and opting in, you agree to receive recurring text messages from Numinar (or the campaign or organization on whose behalf Numinar sends messages) at the number provided, including messages sent using automated technology. Consent is not a condition of purchase. Message frequency varies and messages recur.
MESSAGE AND DATA RATES MAY APPLY. For help, text HELP or contact us at support@numinar.com or 1201 Wilson Blvd, Arlington, VA 22209. To stop messages, text STOP at any time; after you text STOP, you will receive one confirmation message and no further messages. Carriers are not liable for any delayed or undelivered messages. For information on how we handle your data, see our Privacy Policy at www.numinar.com/privacy.
If User uses the Service to send, or to enable a client to send, text messages or calls, User is solely responsible for compliance with all applicable laws and industry requirements, including the Telephone Consumer Protection Act (TCPA), CAN-SPAM, the CTIA Messaging Principles and Best Practices, and all carrier and messaging-aggregator requirements (including toll-free and 10DLC verification and registration).
User represents and warrants that, before any message is sent, User (or its client) has obtained and will retain records of each recipient's prior express consent (and prior express written consent where required) to receive such messages; that such consent to receive text messages was obtained directly from the recipient through a compliant opt-in, regardless of the source of the underlying contact data; and that User will promptly honor all opt-out (STOP) requests and respond to HELP requests. User will not message any person who has not opted in or who has opted out.
User is responsible for presenting all required disclosures at the point of opt-in, including the consent language, program description, message frequency, "message and data rates may apply," STOP/HELP instructions, and links to the applicable terms and privacy policy.
Where User sends on behalf of a third party (including any campaign or organization), User will impose obligations at least as protective as this Section on that third party and remains responsible for its compliance.
Numinar may suspend or terminate messaging or the account, without liability, if Numinar believes User's use violates law, carrier or aggregator requirements, or this Agreement, or upon the request of a carrier or aggregator.