Terms of Service
Vidi Vici Technologies, Inc., a Delaware company, doing business as Numici, offers products and services that enable our customers to stay on top of content that impacts their work.
These Terms of Service (“Terms”) describe our commitments to you, and your rights and responsibilities when using our services. Please read them carefully and reach out to us if you have any questions. These Terms include a mandatory arbitration provision in Section 16. If you don’t agree to these Terms, don’t use our services.
Terms of Service
These Terms govern your access to and use of the products and services we provide through Numici.com, Numici extension for Chrome and integrations between Numici and third party applications (collectively, “Services”).
These Terms also govern visitors’ access to and use of any content created and shared, in social media and/or enterprise applications, by our users using our Services. Examples of content include highlights from web pages; summaries or digests of web articles and documents; and digests of research about a topic etc.
Please read these Terms carefully before accessing or using our Services. By accessing or using any part of our Services, you agree to be bound by all of the Terms and all other operating rules, policies, and procedures that we may publish via the Services from time to time (collectively, the “Agreement”). You also agree that we may automatically change, update, or add on to our Services, and this Agreement will apply to any changes.
1. Who’s Who
“You” means any individual or entity using our Services. If you use our Services on behalf of another person or entity, you represent and warrant that you’re authorized to accept the Agreement on that person’s or entity’s behalf, that by using using our Services you’re accepting the Agreement on behalf of that person or entity, and that if you, or that person or entity, violates the Agreement, you and that person or entity agree to be responsible to us.
“Visitor” means any individual or entity, whether a Numici user or not, accessing content created, shared and rendered using our Services.
We refer to Vidi Vici Technologies, Inc. doing business as Numici as “Numici” or “we” throughout these Terms.
2. Your Account
We may limit your access to our Services until we’re able to verify your account information, like your email address.
When you create a Numici account, we consider that to be an inquiry about our products and services, which means that we may also contact you to share more details about what we have to offer (i.e., marketing). Don’t worry — if you aren’t interested, you can opt out of the marketing communications, whether it’s an email, phone call, or text message.
You’re solely responsible and liable for all activity under your account. You’re also fully responsible for maintaining the security of your account (which includes keeping your password secure). We’re not liable for any acts or omissions by you, including any damages of any kind incurred as a result of your acts or omissions.
Don’t share or misuse your access credentials. And notify us immediately of any unauthorized uses of your account, store, or website, or of any other breach of security. If we believe your account has been compromised, we may suspend or disable it.
3. Minimum Age Requirements
Our Services are not directed to children. You’re not allowed to access or use our Services if you’re under the age of 13 (or 16 in Europe). If you register as a user or otherwise use our Services, you represent that you’re at least 13 (or 16 in Europe). You may use our Services only if you can legally form a binding contract with us. In other words, if you’re under 18 years of age (or the legal age of majority where you live), you can only use our Services under the supervision of a parent or legal guardian who agrees to the Agreement.
4. Responsibility of Visitors and Users
We haven’t reviewed, and can’t review, all of the content (like documents, web pages, annotations, text, images and other materials) posted to or made available through our Services by users or anyone else (“Content”) or in applications that link to, or are linked from, our Services. We’re not responsible for any use or effects of Content or third-party applications. So, for example:
- We don’t have any control over third-party websites.
- A link to or from one of our Services does not represent or imply that we endorse any third-party website.
- We don’t endorse any Content or represent that Content is accurate, useful, or not harmful. Content could be offensive, indecent, or objectionable; include technical inaccuracies, typographical mistakes, or other errors; or violate or infringe the privacy, publicity rights, intellectual property rights, or other proprietary rights of third parties.
- You’re fully responsible for the Content you collect, annotate, collaborate on and share, and any harm resulting from that Content. It’s your responsibility to ensure that your Content abides by applicable laws and by the Agreement.
- We aren’t responsible for any harm resulting from anyone’s access, use, or sharing of Content, or for any harm resulting from Content you share in any third party applications. You’re responsible for taking the necessary precautions to protect yourself and your computer systems from viruses, worms, Trojan horses, and other harmful or destructive content.
- We are not a party to, and will have no responsibility or liability for, any communications, transactions, interactions, or disputes between you and the provider of any Content.
Please note that additional third-party terms and conditions may apply to Content you download, copy, purchase, or use.
5. Fees, Payment, and Renewal
a. Numici Fees
Fees for Paid Services. Some of our Services are offered for a fee, like premium Numici premium accounts (collectively, “Paid Services”). By using a Paid Service, you agree to pay the specified fees. Depending on the Paid Service, there may be one-time fees, or recurring fees. For recurring fees, we’ll bill or charge you in the automatically-renewing interval (such as monthly, annually, or biennially) you select, on a pre-pay basis until you cancel, which you can do at any time by contacting the relevant support team.
Taxes. To the extent permitted by law, or unless explicitly stated otherwise, all fees do not include applicable federal, provincial, state, local or other governmental sales, value-added, goods and services, harmonized or other taxes, fees, or charges (“Taxes”). You’re responsible for paying all applicable Taxes relating to your use of our Services, your payments, or your purchases. If we’re obligated to pay or collect Taxes on the fees you’ve paid or will pay, you’re responsible for those Taxes, and we may collect payment.
Payment. If your payment fails, Paid Services are otherwise not paid for or paid for on time (for example, if you contact your bank or credit card company to decline or reverse the charge of fees for Paid Services), or we suspect a payment is fraudulent, we may immediately cancel or revoke your access to Paid Services without notice to you.
Automatic Renewal. To ensure uninterrupted service, recurring Paid Services are automatically renewed. This means that unless you cancel a Paid Service before the end of the applicable subscription period, it will automatically renew, and you authorize us to use any payment mechanism we have on record for you, like credit cards or PayPal, or invoice you (in which case payment is due within 15 days) to collect the then-applicable subscription fee as well as any Taxes. By default, your Paid Services will be renewed for the same interval as your original subscription period, so for example, if you purchase a one-year subscription to a Numici premium account, you’ll be charged each year for access for another 12-month period. We may charge your account up to one month before the end of the subscription period to make sure pesky billing issues don’t inadvertently disrupt your access to our Services. The date for the automatic renewal is based on the date of the original purchase and cannot be changed. If you’ve purchased access to multiple services, you may have multiple renewal dates.
You can view your renewal date(s) and manage subscriptions for Numici Paid Services by visiting your Manage Purchases page which will be available in the Numici application for users with Paid Services.
You’ll need to check your email (including in spam or other filters) for any reminder emails we might send you before your Paid Services renew.
Cancelling Automatic Renewal. You can manage and cancel your Paid Services within the Numici application.
If auto-renew is successfully turned off, you’ll see the date on which your subscription expires. If you have multiple Paid Services to cancel, repeat this process for each subscription.
Fees and Changes. We may change our fees at any time in accordance with these Terms and requirements under applicable law. This means that we may change our fees going forward, start charging fees for Services that were previously free, or remove or update features or functionality that were previously included in the fees. If you don’t agree with the changes, you must cancel your Paid Service.
No-Show Policy. We may have a “no-show policy” for some Paid Services that require your participation. At this time, we don’t have any Paid Services that fall in this category but when we add such Paid Services, the “no-show policy” will be clearly mentioned.
Refunds. We may have a refund policy for some of our Paid Services, and we’ll also provide refunds if required by law. In all other cases, there are no refunds and all payments are final.
We love hearing from you and are always looking to improve our Services. When you share comments, ideas, or feedback with us, you agree that we’re free to use them without any restriction or compensation to you.
7. General Representation and Warranty
Our mission is to make content consumption and sharing easier, and our Services are designed to give you control of content that collect and share. We encourage you to express yourself freely, subject to a few requirements. In particular, you represent and warrant that your use of our Services:
- Will be in strict accordance with the Agreement;
- Will comply with all applicable laws and regulations (including, without limitation, all applicable laws regarding online conduct and acceptable content, privacy, data protection, the transmission of technical data exported from the United States or the country in which you reside, the use or provision of financial services, notification and consumer protection, unfair competition, and false advertising);
- Will not be for any unlawful purposes, to publish illegal content, or in furtherance of illegal activities;
- Will not infringe or misappropriate the intellectual property rights of Numici or any third party;
- Will not overburden or interfere with our systems or impose an unreasonable or disproportionately large load on our infrastructure, as determined by us in our sole discretion;
- Will not disclose the personal information of others;
- Will not be used to send spam or bulk unsolicited messages;
- Will not interfere with, disrupt, or attack any service or network;
- Will not be used to create, distribute, or enable material that is, facilitates, or operates in conjunction with, malware, spyware, adware, or other malicious programs or code;
- Will not involve reverse engineering, decompiling, disassembling, deciphering, or otherwise attempting to derive the source code for the Services or any related technology that is not open source; and
- Will not involve renting, leasing, loaning, selling, or reselling the Services or related data without our consent.
8. Specific Service Terms
a. Numici Web Application and Numici Extension for Chrome
Numici web application allows you to collect content from pages and documents (PDF) into collaborative workspace called Taskspaces. You can use Numici to annotate important content in web pages and documents, create digests of your annotations and share them in social media applications and enterprise applications.
Numici basic service is free, and we offer paid plans that add advanced features We don’t own your content, and you retain all ownership rights you have in the content you collect and annotated using Numici. However, be responsible in what you share and post. In particular, make sure that nothing prohibited is collected, annotated or shared using Numici.
If you find a Numici account that you believe violates these Terms, please let us know.
Removing Content. If you delete Content, we’ll use reasonable efforts to remove it from public view (or in the case of a private documents and Taskspace, from view by the authorized collaborators) on Numici, but you acknowledge that cached versions of the Content or references to the Content may not be immediately unavailable.
Web Traffic. We may use a third-party service to measure Numici audience and usage. By having your content on Numici, you agree to assign the traffic content you share using Numici to Numici, and you authorize us to sign a Traffic Assignment Letter on your behalf. This means that your shared content traffic may be included under Numici.
Prohibited Uses. Your Content and conduct must not violate the Numici User Guidelines.
Advertisements. We may display advertisements on pages that display content you share using Numici unless you have purchased Paid Services that include the removal of ads.
Attribution. We may display attribution text or links on pages that display content you share, noting that the shared content generation is powered by Numici.
9. Copyright Infringement and DMCA Policy
As we ask others to respect our intellectual property rights, we respect the intellectual property rights of others. If you believe any Content violates your copyright, please see our Digital Millennium Copyright Act (“DMCA”) Policy and send us a notice.
10. Intellectual Property
The Agreement doesn’t transfer any Numici or third-party intellectual property to you, and all right, title, and interest in and to such property remains (as betweenNumici and you) solely withNumici.Numici and all other trademarks, service marks, graphics, and logos used in connection with our websites or Services are trademarks or registered trademarks of Numici (or Numici’s licensors). Other trademarks, service marks, graphics, and logos used in connection with our Services may be the trademarks of other third parties. Using our Services doesn’t grant you any right or license to reproduce or otherwise use anyNumici or third-party trademarks.
11. Third-Party Services
While using the Services, you may enable integrations with applications developed by a third party.
If you use any Third-Party Services, you understand that:
- Third-Party Services aren’t vetted, endorsed, or controlled by Numici.
- Any use of a Third-Party Service is at your own risk, and we won’t be responsible or liable to anyone for Third-Party Services.
- Your use is solely between you and the respective third party (“Third Party”) and is governed by the Third Party’s terms and policies.
- If you have questions or concerns about how a Third-Party Service operates or need support, contact the Third Party directly.
In rare cases we may at our discretion, suspend, disable, or remove integrations with Third-Party applications from your account or website.
We may update, change, or discontinue any aspect of our Services at any time. Since we’re constantly updating our Services, we sometimes have to change the legal terms under which they’re offered. The Agreement may only be modified by a written amendment signed by an authorized executive of Numici, or if Numici posts a revised version. We’ll let you know when there are changes: we’ll post them here and update the “Last Updated” date, and we may also post on one of our blogs or send you an email or other communication before the changes become effective. Your continued use of our Services after the new terms take effect will be subject to the new terms, so if you disagree with the changes in the new terms, you should stop using our Services. To the extent you have an existing subscription, you may be eligible for a refund.
We may terminate your access to all or any part of our Services at any time, with or without cause, with or without notice, effective immediately. We have the right (though not the obligation) to, in our sole discretion, (i) close your account due to prolonged inactivity, (ii) refuse or remove any content that, in our reasonable opinion, violates any the Agreement or any Numici policy, or is in any way harmful or objectionable, or (iii) terminate or deny access to and use of any of our Services to any individual or entity for any reason. We will have no obligation to provide a refund of any fees previously paid.
You can stop using our Services at any time, or, if you use a Paid Service, you can cancel at any time, subject to the Fees, Payment, and Renewal section of these Terms.
Our Services are provided “as is.” Numici and its suppliers and licensors hereby disclaim all warranties of any kind, express or implied, including, without limitation, the warranties of merchantability, fitness for a particular purpose and non-infringement. Neither Numici, nor its suppliers and licensors, makes any warranty that our Services will be error free or that access thereto will be continuous or uninterrupted. You understand that you obtain content or services through, our Services at your own discretion and risk.
15. Jurisdiction and Applicable Law.
Except to the extent any applicable law provides otherwise, the Agreement and any access to or use of our Services will be governed by the laws of the state of California, U.S.A., excluding its conflict of law provisions. The proper venue for any disputes arising out of or relating to the Agreement and any access to or use of our Services that are not otherwise subject to arbitration (as indicated below) will be the state and federal courts located in Alameda County, California.
16. Arbitration Agreement
Except for claims for injunctive or equitable relief or claims regarding intellectual property rights (which may be brought in any competent court without the posting of a bond), any dispute arising under the Agreement shall be finally settled in accordance with the Comprehensive Arbitration Rules of the Judicial Arbitration and Mediation Service, Inc. (“JAMS”) by three arbitrators appointed in accordance with such Rules. The arbitration shall take place in San Francisco, California, in the English language and the arbitral decision may be enforced in any court. The prevailing party in any action or proceeding to enforce the Agreement shall be entitled to costs and attorneys’ fees.
17. Limitation of Liability
In no event will Numici, or its suppliers, partners, or licensors, be liable with respect to any subject matter of the Agreement under any contract, negligence, strict liability or other legal or equitable theory for: (i) any special, incidental or consequential damages; (ii) the cost of procurement for substitute products or services; (iii) for interruption of use or loss or corruption of data; or (iv) for any amounts that exceed $50 or the fees paid by you to Numici under the Agreement during the twelve (12) month period prior to the cause of action, whichever is greater. Numici shall have no liability for any failure or delay due to matters beyond its reasonable control. The foregoing shall not apply to the extent prohibited by applicable law.
You agree to indemnify and hold harmless Numici, its contractors, and its licensors, and their respective directors, officers, employees, and agents from and against any and all losses, liabilities, demands, damages, costs, claims, and expenses, including attorneys’ fees, arising out of or related to your use of our Services, including but not limited to your violation of the Agreement or any agreement with a provider of third-party services used in connection with the Services and Content that you post.
19. US Economic Sanctions
You may not use the Services if such use is inconsistent with U.S. sanctions law or if you are on any list maintained by a U.S. government authority relating to designated, restricted or prohibited persons.
These Terms were originally written in English (US). We may translate these terms into other languages, and in the event of a conflict between a translated version of these Terms and the English version, the English version will control.
The Agreement (together with any other terms we provide that apply to any specific Service) constitutes the entire agreement between Numici and you concerning our Services. If any part of the Agreement is unlawful, void, or unenforceable, that part is severable from the Agreement, and does not affect the validity or enforceability of the rest of the Agreement. A waiver by either party of any term or condition of the Agreement or any breach thereof, in any one instance, will not waive such term or condition or any subsequent breach thereof.
Numici may assign its rights under the Agreement without condition. You may only assign your rights under the Agreement with our prior written consent.
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