Numly End-User License Agreement
Before you register for your Numly account, you must read and
agree to the following terms and conditions and policies,
including any future amendments (collectively, the "Agreement").
Although we may attempt to notify you via your registered e-mail
address when changes are made, you should visit this page
periodically to review the terms. NUMLY may, in its sole
discretion, modify or revise these terms and conditions and policies
at any time, and you agree to be bound by such modifications or
revisions. If you do not accept and abide by this Agreement, you may
not use the NUMLY service. Nothing in this Agreement shall be
deemed to confer any third party rights or benefits.
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Description of Service. NUMLY is a browser-based
digital rights management service (the "Service"). You understand and
agree that the Service may include content-targeted ads or other
related information, as further described below and in the NUMLY
Privacy Policy. In addition, you understand and agree that the
Service is provided on an AS IS and AS AVAILABLE basis. NUMLY
disclaims all responsibility and liability for the availability,
timeliness, security or reliability of the Service. NUMLY also
reserves the right to modify, suspend or discontinue the Service
with or without notice at any time and without any liability to you.
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Personal or Internal Business Use Only. The Service is made
available to you for your personal or internal business use in
compliance with all applicable laws, rules and regulations. Due to
the Children's Online Privacy Protection Act of 1998 (which is
available at
http://www.ftc.gov/ogc/coppa1.htm),
you must be at least thirteen (13) years of age to use this Service.
You must provide current, accurate identification, contact, and
other information that may be required as part of the registration
process and/or continued use of the Service. You are responsible for
maintaining the confidentiality of your Service password and
account, and are responsible for all activities that occur
thereunder. NUMLY reserves the right to refuse service to anyone
at any time without notice for any reason.
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Proper Use. You agree that you are responsible for your own
communications and for any consequences thereof. You agree that you
will use the Service in compliance with all applicable local, state,
national, and international laws, rules and regulations, including
any laws regarding the transmission of technical data exported from
your country of residence. You shall not agree to, and
shall not authorize or encourage any third party to: (i) use the
Service to upload, transmit or otherwise distribute any content that
is unlawful, defamatory, harassing, abusive, fraudulent, obscene,
contains viruses, or is otherwise objectionable as reasonably
determined by NUMLY; (ii) upload, transmit or otherwise
distribute content that infringes upon another party's intellectual
property rights or other proprietary, contractual or fiduciary
rights or obligations; (iii) prevent others from using the Service;
(iv) use the Service for any fraudulent or inappropriate purpose; or
(v) act in any way that violates the Program Policies, as may be
revised from time to time. Violation of any of the foregoing will
result in immediate termination of this Agreement, and may subject
you to state and federal penalties and other legal consequences.
NUMLY reserves the right, but shall have no obligation, to
investigate your use of the Service in order to determine whether a
violation of the Agreement has occurred or to comply with any
applicable law, regulation, legal process or governmental request.
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Content of the Service. NUMLY takes no
responsibility for third party content (including, without
limitation, any viruses or other disabling features), nor does
NUMLY have any obligation to monitor such third party content.
NUMLY reserves the right at all times to remove or refuse to
display any content on the Service, such as content which violates
the terms of this Agreement. NUMLY also reserves the right
to access, read, preserve, and disclose any information as it
reasonably believes is necessary to (a) satisfy any applicable law,
regulation, legal process or governmental request, (b) enforce this
Agreement, including investigation of potential violations hereof,
(c) detect, prevent, or otherwise address fraud, security or
technical issues (including, without limitation, the filtering of
spam), (d) respond to user support requests, or (e) protect the
rights, property or safety of NUMLY, its users and the public.
NUMLY will not be responsible or liable for the exercise or
non-exercise of its rights under this Agreement.
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NUMLY's Intellectual Property Rights. You
acknowledge that NUMLY owns all right, title and interest in and
to the Service, including without limitation all intellectual
property rights (the "NUMLY Rights"), and such
NUMLY Rights are protected by U.S. and international
intellectual property laws. Accordingly, you agree that you will not
copy, reproduce, alter, modify, or create derivative works from the
Service. You also agree that you will not use any robot, spider,
other automated device, or manual process to monitor or copy any
content from the Service. The NUMLY Rights include rights to (i)
the Service developed and provided by NUMLY; and (ii) all
software associated with the Service. Th NUMLY Rights do
not include third-party content used as part of Service, including
the content of communications appearing on the Service.
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Your Intellectual Property Rights.
NUMLY does not claim any ownership in any of the content,
including any text, data, information, images, photographs, music,
sound, video, or other material, that you upload, display or store
in your NUMLY account. We will not use any of your content for any
purpose except to provide you with the Service.
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Representations, Warranties, and Disclaimers. You represent and warrant
that (a) all of the information provided by you to NUMLY to
participate in the Services is correct and current; and (b) you have
all necessary right, power and authority to enter into this
Agreement and to perform the acts required of you hereunder.
Unless otherwise mutually agreed to by the parties in writing , Numly offers
its products as-is and makes no representations or warranties of any kind
regarding its service, express, implied, statutory, or otherwise including,
without limitations, warranties of the merchantability, fitness for a particular
purpose, noninfringement, or absence of intent or other defects, accuracy, or the presence
or absence of errors, whether or not discoverable. Some jurisdictions do not allow
the exclusion of implied warranties, so such exclusions may not apply to you.
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Privacy. As a condition to using the Service, you agree to
the terms of the NUMLY Privacy Policy as it may be updated from
time to time. NUMLY understands that privacy is important
to you. You do, however, agree that NUMLY may monitor, edit
or disclose your personal information, including the content of your
documents, if required to do so in order to comply with any valid
legal process or governmental request (such as a search warrant,
subpoena, statute, or court order), or as otherwise provided in
these Terms of Use and the NUMLY Privacy Policy. Personal
information collected by NUMLY may be stored and processed
in the United States or any other country in which
NUMLY. or its agents maintain facilities. By using
NUMLY, you consent to any such transfer of information outside of
your country or country of origin.
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Advertisements. As consideration for using the Service, you
agree and understand that NUMLY may in the future display
ads and other information adjacent to and related to the content of
your documents. NUMLY will serve relevant ads using a completely
automated process that would enable NUMLY to effectively
target dynamically changing content. No human would read the content
of your documents in order to target such advertisements or other
information without your consent, and no document content or other
personally identifiable information will be provided to advertisers
as part of the Service.
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Termination. NUMLY may at any time and for any
reason terminate the Service, terminate this Agreement, or suspend
or terminate your account. In the event of termination, your account
will be disabled and you may not be granted access to your account
or any files or other content contained in your account although
residual copies of information may remain in our system. Except as
set forth above or unless NUMLY has
previously terminated your use of the Services (in which case
subsequent notice by NUMLY shall not be required), NUMLY
will notify you via e-mail on record of any such termination or cancellation,
which shall be effective immediately upon NUMLY's delivery of
such notice.
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Indemnification. You agree to hold harmless and indemnify
NUMLY, and its subsidiaries, affiliates, officers, agents, and
employees from and against any third party claim arising from or in
any way related to your use of the Service, including any liability
or expense arising from all claims, losses, damages (actual and
consequential), suits, judgments, litigation costs and attorneys'
fees, of every kind and nature. In such a case, NUMLY will
provide you with written notice of such claim, suit or action.
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Choice of Law and Jurisdiction. These Terms of Use will be
governed by and construed in accordance with the laws of the State
of Arizona, without giving effect to its conflict of laws
provisions or your actual state or country of residence. Any claims,
legal proceeding or litigation arising in connection with the
Service will be brought solely in Maricopa County,
Arizona, and you consent to the jurisdiction of such courts.
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E-Mail Address. You agree to provide the service with your current
email address for notification purposes.
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Fair Use Rights. Nothing in this agreement is intended to reduce, limit,
or restrict any rights arising from fair use, fair sale, or other limitations
on the exclusive rights of the copyright holder or owner under copyright law
or other applicable law.
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Legal Advice. Numly is not a law firm and does not provide legal advice. You
are encouraged to seek competent legal advice.
