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Terms of Service

Effective and last updated October 3, 2026

Numidia is a business tool licensed to your organization, not sold: you own your data and the outputs you create, we own the platform and everything that makes it work, and you may not copy it, reverse engineer it, scrape it or use it to build a competitor. Paid plans renew automatically until cancelled, fees are non-refundable except where the law says otherwise, and disputes go to individual arbitration in Michigan.

1. Agreement and Acceptance

These Terms of Service (the “Terms”) are a binding agreement between Numidia Analytics LLC, a Michigan limited liability company (“Numidia,” “we,” “us” or “our”), and the organization that registers for, purchases or uses the Service (“Customer” or “you”).

By creating an account, starting a free trial, clicking to accept these Terms, placing an Order, or accessing or using the Service, you accept these Terms on behalf of Customer. If you do not agree to these Terms, you must not access or use the Service.

These Terms incorporate by reference the Acceptable Use Policy, the Privacy Policy, and any Order. If there is a conflict, the following order of precedence applies: (a) a signed Order or written agreement that expressly states it overrides these Terms, (b) these Terms, (c) the Acceptable Use Policy, and (d) the Privacy Policy and any other referenced documentation.

2. Eligibility and Authority

The Service is offered only to businesses and other organizations, and to individuals acting on their behalf, for business purposes. It is not offered to consumers for personal, family or household use.

By accepting these Terms you represent and warrant that:

  • you are at least 18 years old and have reached the age of majority where you live;
  • you have full legal authority to bind Customer to these Terms, and if you do not have that authority, you personally accept these Terms and are personally responsible for compliance with them;
  • Customer is not barred from receiving the Service under the laws of the United States or any other applicable jurisdiction, and is not a person or entity described in Section 32 (Export Control and Sanctions); and
  • all information you provide during registration and purchase is accurate, complete and current, and you will keep it so.

3. Definitions

In these Terms, the following capitalized words have the meanings below.

  • “Service” means Numidia’s hosted software platform and related services, including analytics dashboards, the SQL editor, the AI chart builder, public dashboard share links, live database query features, the CRM, data import and integration features, email campaign features, task management, Planning Sessions, AI features, application programming interfaces, and any updates, upgrades and new features made available to Customer.
  • “Customer” means the organization identified in the account registration or Order that accepts these Terms, together with its permitted successors.
  • “Users” means the individuals Customer or its Affiliates authorize to access the Service under Customer’s account, such as employees and contractors, including the account owner.
  • “Affiliate” means an entity that directly or indirectly controls, is controlled by, or is under common control with a party, where control means ownership of more than 50% of the voting interests.
  • “Customer Data” means the data, content and materials that Customer or its Users submit to, import into, connect to, or store in the Service, including CRM records, uploaded files, connected database query results, email campaign content and recipient lists, task content, and Planning Session audio and transcripts. Customer Data does not include Usage Data or Numidia Materials.
  • “Input” means Customer Data or other content that Customer or its Users submit to an AI feature of the Service.
  • “Output” means content generated by an AI feature of the Service in response to Input, such as summaries, charts, SQL queries, extracted action items, insights and draft text.
  • “Usage Data” means data generated by the operation of the Service about how it is used and performs, such as feature usage, configuration settings, log data, performance metrics and AI credit consumption, excluding Customer Data in identifiable form.
  • “Feedback” means any suggestion, idea, enhancement request, recommendation, correction, bug report or other feedback about the Service or Numidia’s business, provided by Customer, its Users or anyone acting on its behalf.
  • “Numidia Materials” means the Service and all software, source and object code, algorithms, models, model configurations, prompts, prompt chains, system instructions, templates, data models and schemas, workflows, user interfaces, user experience designs, layouts, visual designs, graphics, text, documentation, know-how, and all other technology and materials that Numidia or its licensors make available or use to provide the Service, together with all modifications, improvements, enhancements and derivative works of any of them, whoever creates them.
  • “Order” means the online checkout, plan selection in the Service, order form, quote or other ordering document, accepted by Numidia, that specifies the plan, fees, subscription term and other commercial details of Customer’s subscription.
  • “Subscription Term” means the period during which Customer is entitled to use the Service under a paid plan or free trial, including any renewals.
  • “Documentation” means the user guides, help content and plan descriptions Numidia makes available for the Service, as updated from time to time.

4. The Service and Orders

Subject to these Terms and payment of the applicable fees, Numidia will make the Service available to Customer during the Subscription Term in accordance with the plan Customer selects. The features, limits and AI credit allowances available to Customer depend on that plan, as described at the time of purchase and in the Documentation.

Numidia may update, modify, add to or discontinue features of the Service from time to time. Numidia will not materially reduce the core functionality of the plan Customer has paid for during the then-current paid period, except where required by law, to address a security risk, or because a third-party provider has discontinued or materially changed a service on which the feature depends.

Numidia does not offer an uptime, availability or response-time service level commitment, or a priority support commitment, unless one is expressly set out in a signed Order.

5. Accounts and Users

Customer must designate an account owner who controls the account, its Users and its billing. Customer is responsible for all activity that occurs under its account, by its Users or by anyone using its Users’ credentials, whether or not authorized by Customer.

Each User must have their own login credentials. Credentials are personal to the User and must not be shared. A seat may not be shared between individuals or rotated among individuals to avoid purchasing additional seats. The account owner does not consume a paid seat unless the plan states otherwise.

Customer must keep credentials confidential, use reasonable security measures (including multi-factor authentication where Numidia offers it and Customer’s risk warrants it), and notify Numidia promptly at help@numidia.io of any actual or suspected unauthorized access to its account or the Service.

Customer is responsible for each User’s compliance with these Terms and the Acceptable Use Policy, and a breach by a User is a breach by Customer.

6. License Grant to Customer

Subject to Customer’s continued compliance with these Terms and timely payment of fees, Numidia grants Customer, during the Subscription Term only, a limited, non-exclusive, non-transferable, non-sublicensable, revocable (as provided in these Terms) right to access and use the Service, and to use the Documentation, solely for Customer’s own internal business purposes and within the limits of Customer’s plan.

Customer may permit its Users and its Affiliates’ Users to exercise this right on Customer’s behalf, and Customer remains responsible for them. No other right or license is granted. Any use of the Service outside the scope of this Section is a material breach of these Terms and infringes Numidia’s intellectual property rights.

The rights in this Section end automatically when the Subscription Term ends or when the rights are suspended or terminated under these Terms.

7. Ownership and Reservation of Rights

The Service is licensed, not sold. As between the parties, Numidia and its licensors exclusively own and retain all right, title and interest, including all patent, copyright, trademark, trade secret, database and other intellectual property rights, in and to the Service, the Numidia Materials, the Documentation, Usage Data, Aggregated Data, Feedback, and all improvements, enhancements, modifications and derivative works of any of them, whether made by Numidia, by Customer, by a User or by anyone else, and whether or not based on Feedback.

Without limiting the above, Numidia owns the software and code; the user interface, user experience, look and feel, layouts, screens, navigation, visual design and graphics; the workflows, processes and sequences of operations; the data models, schemas, field structures and mapping logic; the AI prompts, prompt chains, system instructions, model configurations and evaluation methods; the templates, dashboards, chart types and default content Numidia provides; and the Documentation.

To the extent Customer, any User or anyone acting on Customer’s behalf acquires any right, title or interest in any of the foregoing (other than the license in Section 6), Customer hereby irrevocably assigns, and will cause them to assign, all such right, title and interest to Numidia, and will sign any document reasonably requested to confirm that assignment.

Customer obtains no ownership interest in the Service or any Numidia Materials through use, configuration, customization, payment of fees or otherwise. There are no implied licenses. All rights not expressly granted to Customer in these Terms are reserved by Numidia and its licensors.

The Service, its structure, organization and code, and the Numidia Materials that are not publicly disclosed are Numidia’s trade secrets and Confidential Information.

8. Trademarks

“Numidia,” “Numidia Analytics,” the Numidia horse emblem, and the other names, logos, product and service names, designs and slogans of Numidia (the “Numidia Marks”) are trademarks of Numidia. Customer receives no right or license to use the Numidia Marks, except to refer to the Service accurately and without suggesting endorsement, sponsorship or affiliation.

Customer must not use, register or attempt to register any name, mark, logo, domain name or social media handle that is identical or confusingly similar to any Numidia Mark, and must not alter, obscure or remove any Numidia Mark that appears in the Service.

9. Restrictions

Except to the extent applicable law expressly prohibits these restrictions despite this agreement, Customer must not, and must not permit or assist any User or third party to, directly or indirectly:

  • copy, reproduce, modify, translate, adapt or create derivative works of the Service or any Numidia Materials, other than copies of Customer’s own Customer Data and Output;
  • frame, mirror, embed or republish any part of the Service, except through public dashboard share links and other sharing features Numidia provides, used as the Documentation describes;
  • reverse engineer, decompile, disassemble, decrypt or otherwise attempt to derive or reconstruct the source code, object code, underlying structure, ideas, algorithms, data models, schemas, prompts, system instructions, model configurations or methods of the Service, including by systematically probing AI features to extract prompts or system instructions;
  • access, scrape, crawl, spider, harvest or extract data, content or Numidia Materials from the Service by any automated means (including bots, scripts, headless browsers or large-scale manual copying), except through export features and interfaces Numidia provides for that purpose and within their documented limits;
  • use the Service, any Numidia Materials, any Output or any information obtained from the Service to build, design, develop, train, fine-tune, evaluate or improve a product, service or AI or machine learning model that competes with or substitutes for any part of the Service, or to assist anyone else in doing so;
  • copy or imitate the features, functions, workflows, user interface, look and feel, layouts or designs of the Service;
  • access or use the Service if Customer is, or acts for, a competitor of Numidia, or to monitor the Service’s availability, performance or functionality for competitive purposes, without Numidia’s prior written consent;
  • perform or publish any benchmark, performance test, security test or comparative analysis of the Service without Numidia’s prior written consent;
  • sell, resell, rent, lease, lend, license, sublicense, distribute, assign, time-share, white-label, or offer the Service on a service bureau, outsourcing or managed-service basis, or otherwise make the Service available to anyone other than Customer’s Users;
  • share accounts or credentials, allow a seat to be used by more than one individual, or create accounts by automated means or under false or misleading information;
  • circumvent, disable or interfere with any usage limit, seat count, AI credit metering, plan gating, rate limit, paywall, authentication, access control, tenant isolation or other security or technical restriction of the Service;
  • probe, scan, penetration-test or test the vulnerability of the Service or any system or network that hosts it, or breach or bypass any security or authentication measure, without Numidia’s prior written authorization;
  • interfere with or disrupt the integrity or performance of the Service, or introduce any virus, worm, malware or other harmful code;
  • remove, alter or obscure any proprietary notice, label, copyright or trademark notice, or attribution in the Service or the Documentation;
  • use the Service to send unsolicited or unlawful messages, or otherwise in breach of the Acceptable Use Policy;
  • use the Service to store, process or transmit data or content that is unlawful, that infringes or misappropriates anyone’s rights, or that Customer does not have the right to use; or
  • use the Service in breach of any applicable law or regulation, including data protection, privacy, anti-spam, telemarketing, recording-consent, export control and sanctions laws.

Numidia may monitor use of the Service, including through technical means, to verify compliance with these Terms and the Acceptable Use Policy. Any breach of this Section is a material breach of these Terms that Numidia may treat as incapable of remedy.

10. Feedback

Customer is not required to give Feedback. If Customer, its Users or anyone acting on its behalf does give Feedback, Customer grants Numidia a worldwide, perpetual, irrevocable, royalty-free, fully paid-up, transferable and sublicensable license to use, copy, modify, create derivative works of, disclose, distribute, commercialize and otherwise exploit that Feedback for any purpose, without restriction, attribution or compensation.

Numidia has no obligation to use Feedback or to keep it confidential, and any product, feature or improvement Numidia develops, whether or not it reflects Feedback, belongs to Numidia under Section 7. Feedback does not include Customer Data, and Numidia will not disclose Customer’s identity as the source of Feedback without its consent.

11. Customer Data

As between the parties, Customer owns all right, title and interest in Customer Data. Numidia claims no ownership of Customer Data.

Customer grants Numidia and its subprocessors a worldwide, non-exclusive, royalty-free license during the Subscription Term (and afterwards for the period described in Section 26) to host, copy, store, transmit, process, display and otherwise use Customer Data as necessary to provide, maintain, secure and support the Service, to prevent or address service, security, fraud or technical problems, to respond to Customer’s instructions and support requests, and to comply with law. Numidia will not sell Customer Data.

Numidia processes personal data contained in Customer Data on Customer’s behalf and in accordance with Customer’s documented instructions, which are these Terms and Customer’s configuration and use of the Service. Where Customer requires a data processing agreement for compliance with data protection law, Customer may request one at help@numidia.io.

Customer represents and warrants that it has, and will maintain, all rights, licenses, consents, notices and lawful bases required to submit Customer Data to the Service and to permit Numidia to process it as described in these Terms, and that Customer Data and its processing under these Terms will not violate any law or infringe or misappropriate any third party’s rights.

Customer is solely responsible for the accuracy, quality, integrity and legality of Customer Data, and for maintaining its own backup copies. Except for Numidia’s security obligations in Section 23, Numidia is not responsible for any loss, corruption or alteration of Customer Data.

Customer must not submit to the Service any data that requires heightened protection under law (such as protected health information, payment card data, government identification numbers, or special categories of personal data under the GDPR) unless Numidia has agreed in writing to the specific use.

12. Usage Data and Aggregated Data

Numidia may collect and use Usage Data to operate, secure, support, analyze and improve the Service, to meter usage and AI credits, to enforce these Terms, and for billing and reporting.

Numidia may also create aggregated or de-identified data derived from Customer Data and Usage Data, which does not identify Customer, any User or any individual (“Aggregated Data”). Numidia owns Aggregated Data and may use it for any lawful purpose, including to develop and improve its products and services, provided that Numidia does not disclose Aggregated Data in a form that identifies Customer or any individual and does not attempt to re-identify it.

13. AI Features and Output

The Service includes features that use artificial intelligence models, including models provided by third parties, to generate Output from Input. Use of AI features consumes AI credits as described in Section 20.

Customer is solely responsible for its Input, including ensuring it has the right to submit it and that it does not violate law or third-party rights or the Acceptable Use Policy.

Output is generated automatically and probabilistically. It may be inaccurate, incomplete, outdated, biased, offensive or similar to Output generated for others, and it may not reflect Customer Data correctly. Output is not professional, legal, financial, tax, medical or investment advice. Customer must independently review and verify Output, including any SQL query, chart, calculation, insight, summary or extracted task, before relying on or acting on it, and Customer is solely responsible for its decisions and for any use of Output.

As between the parties, and subject to Customer’s compliance with these Terms, Customer owns the Output generated from its Input. Customer’s ownership of Output does not extend to any Numidia Materials, including the templates, chart types, prompts, system instructions, formatting, workflows or other elements of the Service that appear in or are used to produce Output, all of which remain Numidia’s under Section 7. Because similar Input may produce similar Output, Customer’s ownership does not extend to Output generated for others.

Numidia does not use Customer Data, Input or Output to train or fine-tune third-party foundation models, and uses AI providers under terms that do not permit them to use Customer’s Input or Output to train their models. Numidia’s AI providers may process and temporarily retain Input and Output to deliver the AI features and to monitor for abuse, as described in the Privacy Policy.

Customer must not use AI features or Output in breach of Section 9 or the Acceptable Use Policy, including to train or improve a competing model, or to make decisions that produce legal or similarly significant effects on individuals without meaningful human review.

14. Planning Sessions, Recordings and Transcripts

Planning Sessions and other recording, dictation and transcript features capture audio from a User’s microphone, or accept uploaded transcripts, and process them to produce transcripts, summaries, action items, tasks and CRM records. Recording starts only when a User starts it.

Many jurisdictions require the consent of every participant before a conversation is recorded or transcribed (so-called all-party or two-party consent laws), and some require specific notices. Customer is solely responsible for: (a) giving every required notice and obtaining every required consent from every participant before recording, transcribing or uploading a conversation; (b) not recording any person who has objected; (c) complying with all laws that apply to recording, wiretapping, eavesdropping, biometric data and employee monitoring; and (d) the content of the recordings and transcripts it creates or uploads.

Customer must not use these features to record any conversation covertly or unlawfully. Numidia acts only as Customer’s service provider for these features and has no obligation to verify that consent was obtained.

15. Customer Responsibilities

Customer is responsible for its and its Users’ use of the Service, and must:

  • use the Service only in compliance with these Terms, the Acceptable Use Policy, the Documentation and applicable law;
  • keep its account information, billing contact and notice email address current;
  • maintain the security of its accounts, credentials, API keys, connected-database credentials and devices;
  • for every email campaign or other message sent through the Service, have a lawful basis and all required consents for each recipient, honour unsubscribe and opt-out requests promptly, include accurate sender identification and a valid physical postal address where the law requires it, and comply with all anti-spam and marketing laws, including the U.S. CAN-SPAM Act, Canada’s Anti-Spam Legislation (CASL), the EU and UK GDPR, and the EU ePrivacy rules and their national implementations;
  • send email only from domains that Customer owns or is authorized to use, keep its domain authentication records accurate, and not impersonate any other person or organization;
  • when it connects a third-party system (such as an existing CRM, a Google account or its own PostgreSQL database), ensure it is authorized to connect that system and to let the Service read the data it reads, and grant only the access the Service needs; and
  • provide any notices to, and obtain any consents from, its Users and the individuals whose personal data is included in Customer Data that are required for Numidia to process that data as described in these Terms and the Privacy Policy.

16. Acceptable Use Policy

Customer’s use of the Service is subject to Numidia’s Acceptable Use Policy, which is incorporated into these Terms by reference. A breach of the Acceptable Use Policy is a breach of these Terms.

17. Third-Party Services and Integrations

The Service may let Customer connect to, import from or interoperate with products, services, data sources and websites that Numidia does not provide, such as third-party CRMs, web pages, Customer’s own databases, sign-in providers and payment providers (“Third-Party Services”). Some connections are made through third-party connector services that Numidia uses to manage authorization with those systems.

Third-Party Services are governed by their own terms and privacy policies, and Customer’s relationship with their providers is solely between Customer and them. Numidia does not control and is not responsible for Third-Party Services, including their availability, security, accuracy, data handling, changes to their interfaces or pricing, or their discontinuation, and Numidia may stop supporting any integration at any time.

When Customer enables a Third-Party Service, Customer authorizes Numidia to exchange Customer Data and credentials with that Third-Party Service as needed for the integration to work. Numidia is not responsible for any disclosure, modification or deletion of Customer Data by a Third-Party Service.

18. Free Trials and Beta Features

Numidia may offer a free trial of a paid plan. A payment method is required to start a trial. Unless Customer cancels before the trial ends, the trial converts automatically into a paid subscription at the end of the trial period (currently seven days), and Customer authorizes Numidia to charge the payment method on file the fees for the selected plan and billing period at that time and on each renewal. Numidia may change, limit or end trial offers at any time and may limit trials to one per organization.

Numidia may make features available that are labelled as beta, preview, early access or similar (“Beta Features”). Beta Features are provided for evaluation, may be unreliable, may change or be withdrawn at any time, and are provided “AS IS” without any warranty, indemnity or support obligation.

During a free trial or for Beta Features, and notwithstanding Section 28, Numidia’s total liability is limited to one hundred U.S. dollars (US$100), to the extent permitted by law.

19. Fees, Billing and Renewal

Customer will pay the fees for its plan as set out at checkout or in its Order. Unless the Order says otherwise, fees are quoted and payable in U.S. dollars, are billed in advance at the start of each monthly or annual billing period, and are charged automatically to the payment method on file through Numidia’s payment processor, Stripe. Customer authorizes those recurring charges.

Subscriptions renew automatically for successive billing periods of the same length unless Customer cancels before the end of the current period. Customer may cancel at any time from Settings, Billing in the Service (which opens the Stripe customer portal), or by emailing help@numidia.io. Cancellation takes effect at the end of the then-current billing period, and Customer keeps access until then.

Fees are non-cancellable and non-refundable, and Numidia does not provide refunds or credits for partial billing periods, unused seats, unused AI credits, downgrades, unused features, or periods during which Customer did not use the Service, except where a refund is required by applicable law or expressly provided in a signed Order. Unused AI credits do not carry over between billing periods unless the plan says otherwise, have no cash value and are not transferable.

Upgrades take effect immediately and may be charged on a prorated basis. Downgrades take effect at the start of the next billing period, and Customer is responsible for bringing its usage within the new plan’s limits; Numidia is not responsible for any loss of Customer Data or features that results from a downgrade.

Numidia may change its fees or plans. Numidia will give Customer at least thirty (30) days’ notice of a fee increase that affects Customer’s subscription, and the increase will apply from Customer’s next renewal after the notice period. If Customer does not agree, Customer may cancel before the increase takes effect.

If a payment fails or any amount is overdue, Numidia may retry the charge, and overdue amounts accrue a late charge of 1.5% per month or the maximum rate permitted by law, whichever is lower, from the due date until paid. Customer will reimburse Numidia’s reasonable costs of collection, including reasonable attorneys’ fees. If any amount remains unpaid for ten (10) days or more after its due date, Numidia may, after notice, suspend the Service or downgrade the account until the amount is paid in full.

Customer must not dispute a valid charge with its card issuer or bank instead of contacting Numidia first. Customer agrees to raise any billing dispute in good faith by email to help@numidia.io within sixty (60) days of the charge; the parties will cooperate to resolve it, and Numidia will not suspend the Service for non-payment of the specific amount under good-faith dispute while that cooperation continues.

20. Plan Limits, Usage Metering and AI Credits

Each plan includes limits, which may include the number of seats, records, imports, campaigns, emails, connected sources, dashboards and AI credits. AI credits are a unit Numidia uses to meter consumption of AI features; the number of credits a given action consumes may vary with the feature, the model used and the size of the Input and Output, and Numidia may adjust the credit cost of actions from time to time.

Numidia’s metering records are the authoritative measure of Customer’s usage, absent manifest error. When Customer reaches a limit, the Service may block further use of the affected feature until the next billing period or until Customer upgrades or purchases additional capacity. Numidia may also apply reasonable fair-use, rate and abuse limits to protect the Service for all customers.

21. Taxes

Fees do not include taxes. Customer is responsible for all sales, use, value-added, goods and services, withholding and similar taxes, duties and levies imposed in connection with its purchases (“Taxes”), other than taxes on Numidia’s net income. If Numidia is required to collect or pay Taxes, they will be invoiced to Customer unless Customer provides a valid exemption certificate. If Customer is required by law to withhold any Tax, Customer will gross up its payment so that Numidia receives the full amount invoiced.

22. Confidentiality

“Confidential Information” means all non-public information disclosed by or for a party (the “Discloser”) to the other party (the “Recipient”) that is marked confidential or that a reasonable person would understand to be confidential given its nature and the circumstances of disclosure. Numidia’s Confidential Information includes the non-public portions of the Service and Numidia Materials, its pricing offered to Customer, its security information and any non-public product plans. Customer’s Confidential Information includes Customer Data.

Confidential Information does not include information that the Recipient can show: (a) is or becomes public through no fault of the Recipient; (b) the Recipient lawfully knew before receiving it without a duty of confidentiality; (c) the Recipient lawfully receives from a third party without a duty of confidentiality; or (d) the Recipient independently develops without use of or reference to the Discloser’s Confidential Information.

The Recipient will: use the Discloser’s Confidential Information only to exercise its rights and perform its obligations under these Terms; not disclose it except to its and its Affiliates’ employees, contractors, advisers and service providers (including subprocessors) who need to know it for those purposes and are bound by confidentiality obligations at least as protective as these; and protect it with at least the care it uses for its own similar information, and no less than reasonable care.

The Recipient may disclose Confidential Information to the extent required by law or court order, if it gives the Discloser prompt notice where legally permitted and reasonable cooperation to seek protective treatment.

These obligations last during the Subscription Term and for five (5) years after it ends, except that obligations for trade secrets (including the non-public code, prompts, models and designs of the Service) continue for as long as the information remains a trade secret under applicable law, and obligations for Customer Data continue for as long as Numidia holds it.

23. Security

Numidia maintains administrative, technical and physical safeguards designed to protect Customer Data against unauthorized access, use, disclosure, alteration and destruction, appropriate to the nature of the Service. These include a SOC 2 compliance program, logical separation of each customer’s data, row-level access controls, encryption of data in transit and at rest, and multi-factor authentication options. Numidia may update its safeguards from time to time but will not materially reduce the overall protection of Customer Data during the Subscription Term.

If Numidia becomes aware of a breach of its security that leads to unauthorized access to Customer Data in Numidia’s control, Numidia will notify Customer without undue delay and provide information reasonably available to it to help Customer meet its own obligations.

No method of transmission or storage is completely secure, and Numidia does not guarantee that Customer Data will never be accessed, disclosed, altered or lost. Customer is responsible for the security of its own systems, devices, credentials and connected Third-Party Services, and for configuring the Service, including public dashboard share links, appropriately for its needs.

24. Suspension

Numidia may suspend Customer’s or any User’s access to all or part of the Service, immediately and with notice where reasonably practicable, if Numidia reasonably believes that: (a) Customer has breached Section 9 or the Acceptable Use Policy; (b) Customer’s use poses a security risk to the Service or any third party, could adversely affect the Service or other customers, or could subject Numidia to liability; (c) Customer’s account is being used fraudulently or without authorization; (d) Customer has failed to pay fees as described in Section 19; or (e) suspension is required by law or by a Third-Party Service provider on which the affected feature depends.

Numidia will limit the suspension to what is reasonably necessary and lift it once the cause is resolved. Suspension does not relieve Customer of its obligation to pay fees.

25. Term and Termination

These Terms start when Customer first accepts them and continue until all Subscription Terms have expired or been terminated.

Customer may terminate its subscription at any time by cancelling as described in Section 19; termination takes effect at the end of the current billing period, and no refund is due except where required by law.

Either party may terminate these Terms by written notice if the other party materially breaches them and fails to cure the breach within thirty (30) days after receiving notice of it. Numidia may terminate these Terms immediately by notice if Customer breaches Section 7, 8 or 9 or the Acceptable Use Policy, if Customer fails to cure a non-payment within ten (10) days after notice, if required by law, or if Customer becomes insolvent, makes an assignment for the benefit of creditors, or becomes the subject of bankruptcy or similar proceedings.

Numidia may also terminate a free or trial account, or discontinue the Service as a whole, on thirty (30) days’ notice; if Numidia discontinues the Service as a whole for reasons other than Customer’s breach, it will refund any prepaid fees for the unused portion of the then-current paid period.

26. Effect of Termination and Data Export

When these Terms or a Subscription Term end for any reason: Customer’s rights to use the Service end immediately; Customer must stop using the Service and any Numidia Materials and destroy any Numidia Confidential Information in its possession; and all unpaid fees for the period before termination become immediately due.

For thirty (30) days after the end of the Subscription Term (the “Export Window”), Numidia will, on request to help@numidia.io and provided Customer has paid all amounts due, make Customer Data available for export through the Service’s export features or in a commonly used format. Numidia has no obligation to retain Customer Data after the Export Window and will then delete or de-identify Customer Data from its active systems within a commercially reasonable time, except that Customer Data may persist in backups until they are overwritten in the ordinary course, and Numidia may retain Customer Data to the extent required by law, legal hold or a pending dispute, subject to Section 22. The Export Window does not apply where Numidia terminates for Customer’s breach of Section 9 or the Acceptable Use Policy involving unlawful content, in which case Numidia may delete or preserve data as the law requires.

The following survive the end of these Terms: Sections 3, 7, 8, 9 (as to conduct during the term and any retained materials), 10, 11 (as to Customer’s warranties and the post-termination license), 12, 13 (as to disclaimers and ownership), 14, 19 (as to amounts owed), 21, 22, 26 through 31, 33, 37, and any other provision that by its nature should survive.

27. Warranties and Disclaimers

Each party represents that it has validly entered into these Terms and has the legal power to do so.

EXCEPT AS EXPRESSLY STATED IN THESE TERMS, AND TO THE MAXIMUM EXTENT PERMITTED BY LAW, THE SERVICE, THE NUMIDIA MATERIALS, THE DOCUMENTATION, ALL OUTPUT, BETA FEATURES AND THIRD-PARTY SERVICES ARE PROVIDED “AS IS” AND “AS AVAILABLE,” WITH ALL FAULTS AND WITHOUT WARRANTY OF ANY KIND. NUMIDIA AND ITS LICENSORS AND SUPPLIERS DISCLAIM ALL WARRANTIES, WHETHER EXPRESS, IMPLIED, STATUTORY OR OTHERWISE, INCLUDING ANY WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, NON-INFRINGEMENT, ACCURACY, QUIET ENJOYMENT, AND ANY WARRANTIES ARISING FROM COURSE OF DEALING OR USAGE OF TRADE.

WITHOUT LIMITING THE ABOVE, NUMIDIA DOES NOT WARRANT THAT THE SERVICE WILL BE UNINTERRUPTED, TIMELY, SECURE OR ERROR-FREE, THAT IT WILL MEET CUSTOMER’S REQUIREMENTS, THAT ANY OUTPUT, ANALYTICS, INSIGHT, QUERY RESULT, TRANSCRIPT OR REPORT WILL BE ACCURATE, COMPLETE OR RELIABLE, THAT EMAILS SENT THROUGH THE SERVICE WILL BE DELIVERED OR REACH THE INBOX, OR THAT ANY DEFECT WILL BE CORRECTED. CUSTOMER IS SOLELY RESPONSIBLE FOR ITS USE OF THE SERVICE AND OUTPUT AND FOR ANY DECISIONS IT MAKES.

28. Limitation of Liability

EXCLUSION OF CERTAIN DAMAGES. TO THE MAXIMUM EXTENT PERMITTED BY LAW, AND EXCEPT FOR THE EXCLUDED CLAIMS BELOW, NEITHER PARTY WILL BE LIABLE TO THE OTHER FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY OR PUNITIVE DAMAGES, OR FOR ANY LOSS OF PROFITS, REVENUE, BUSINESS, GOODWILL OR ANTICIPATED SAVINGS, LOSS OR CORRUPTION OF DATA, OR COST OF SUBSTITUTE GOODS OR SERVICES, ARISING OUT OF OR RELATING TO THESE TERMS OR THE SERVICE, HOWEVER CAUSED AND UNDER ANY THEORY OF LIABILITY, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

LIABILITY CAP. TO THE MAXIMUM EXTENT PERMITTED BY LAW, AND EXCEPT FOR THE EXCLUDED CLAIMS BELOW, EACH PARTY’S TOTAL CUMULATIVE LIABILITY ARISING OUT OF OR RELATING TO THESE TERMS AND THE SERVICE WILL NOT EXCEED THE TOTAL FEES PAID AND PAYABLE BY CUSTOMER TO NUMIDIA FOR THE SERVICE IN THE TWELVE (12) MONTHS IMMEDIATELY BEFORE THE EVENT GIVING RISE TO THE LIABILITY.

EXCLUDED CLAIMS. The exclusions and cap in this Section do not apply to: (a) Customer’s obligation to pay fees and Taxes; (b) Customer’s breach of Section 6, 7, 8 or 9 or the Acceptable Use Policy, or any infringement or misappropriation by Customer or its Users of Numidia’s intellectual property rights; (c) Customer’s indemnification obligations under Section 29; (d) Customer’s breach of Section 22 with respect to Numidia’s Confidential Information; or (e) a party’s fraud, gross negligence or willful misconduct, or any other liability that cannot be limited or excluded under applicable law.

The parties agree that the limits in this Section are an essential basis of the bargain, are reflected in the fees, and apply even if a remedy fails of its essential purpose.

29. Indemnification

By Customer. Customer will defend Numidia, its Affiliates and their members, managers, officers, employees, contractors and agents against any claim, demand, suit or proceeding brought by a third party (including a regulator) arising out of or relating to: (a) Customer Data, Input or Customer’s use of Output; (b) Customer’s or its Users’ use of the Service in breach of these Terms, the Acceptable Use Policy or applicable law, including email campaigns sent through the Service and recordings made with the Service without required consents; (c) Customer’s breach of Section 9 or Section 11; or (d) any Third-Party Service Customer connects to the Service. Customer will pay all damages, fines, penalties, settlement amounts, and reasonable costs and attorneys’ fees finally awarded or agreed in settlement in connection with any such claim.

By Numidia. Numidia will defend Customer against any third-party claim alleging that the Service, as provided by Numidia and used by Customer in accordance with these Terms, infringes a United States patent, copyright or trademark or misappropriates a trade secret, and will pay damages and costs finally awarded or agreed in settlement by Numidia. Numidia has no obligation for any claim arising from Customer Data, Input, Output, Third-Party Services, Beta Features, free or trial use, combinations of the Service with anything not provided by Numidia, modifications not made by Numidia, or use of the Service in breach of these Terms. If the Service is, or Numidia believes it is likely to be, subject to such a claim, Numidia may at its option obtain a right for Customer to continue using it, modify it to be non-infringing without materially reducing its functionality, or terminate the affected subscription and refund any prepaid fees for the unused portion of the current paid period. This paragraph is Numidia’s sole liability, and Customer’s exclusive remedy, for any infringement claim, and Numidia’s obligations under it are subject to Section 28.

Procedure. The indemnified party must give the indemnifying party prompt written notice of the claim (a delay relieves the indemnifying party only to the extent it is prejudiced), sole control of the defense and settlement (except that no settlement may impose any obligation or admission on the indemnified party without its consent, not unreasonably withheld), and reasonable cooperation at the indemnifying party’s expense. The indemnified party may participate with its own counsel at its own expense.

30. Equitable Relief

Customer acknowledges that any actual or threatened breach of Sections 7, 8, 9 or 22, or any infringement or misappropriation of Numidia’s intellectual property rights, would cause Numidia immediate and irreparable harm for which money damages would not be an adequate remedy. Numidia is therefore entitled to seek temporary, preliminary and permanent injunctive relief, specific performance and other equitable relief to prevent or stop any such breach, in addition to any other remedy, without having to prove actual damages and, to the extent permitted by law, without posting a bond or other security.

31. Governing Law and Dispute Resolution

Governing law. These Terms and any dispute arising out of or relating to them or the Service are governed by the laws of the State of Michigan, without regard to its conflict-of-laws rules, and, to the extent applicable, the U.S. Federal Arbitration Act and U.S. federal law. The United Nations Convention on Contracts for the International Sale of Goods and the Uniform Computer Information Transactions Act do not apply.

Informal resolution. Before starting arbitration, a party must first send a written description of the dispute to the other party (for Numidia, to help@numidia.io) and the parties will try in good faith to resolve it for thirty (30) days.

Binding arbitration. Except for the Excluded Disputes below, any dispute, claim or controversy arising out of or relating to these Terms, the Service, or the relationship between the parties, including the formation, scope, validity, enforceability or arbitrability of this Section, will be resolved exclusively by final and binding arbitration administered by the American Arbitration Association under its Commercial Arbitration Rules then in effect. The arbitration will be conducted by a single arbitrator, in English, and seated in Michigan; hearings may be held in person in Michigan or by video conference. The arbitrator may award any relief available in court on an individual basis, and judgment on the award may be entered in any court of competent jurisdiction. Each party bears its own attorneys’ fees, except that the arbitrator may award fees and costs to the prevailing party where these Terms or applicable law allow.

Excluded Disputes. Either party may bring the following in the state courts located in Oakland County, Michigan, or the United States District Court for the Eastern District of Michigan, and each party irrevocably consents to the exclusive personal jurisdiction and venue of those courts for them: (a) claims for temporary, preliminary or permanent injunctive or other equitable relief, including under Section 30; (b) claims concerning the infringement, misappropriation or validity of a party’s intellectual property rights, including Numidia’s trade secrets; and (c) actions to collect unpaid fees. Either party may also bring an individual claim in a small claims court of competent jurisdiction.

Class action waiver. Each party may bring disputes against the other only in its individual capacity, and not as a plaintiff or class member in any purported class, collective, consolidated, representative or private attorney general proceeding. The arbitrator may not consolidate the claims of more than one customer and may not preside over any form of representative or class proceeding. If this class action waiver is found unenforceable as to a particular claim, that claim (and only that claim) must be severed and brought in the courts identified above.

Jury trial waiver. TO THE MAXIMUM EXTENT PERMITTED BY LAW, EACH PARTY KNOWINGLY, VOLUNTARILY AND IRREVOCABLY WAIVES ANY RIGHT TO A TRIAL BY JURY IN ANY PROCEEDING ARISING OUT OF OR RELATING TO THESE TERMS OR THE SERVICE.

Time limit. To the extent permitted by law, any claim arising out of or relating to these Terms or the Service must be brought within one (1) year after the claim arises, except claims for unpaid fees and claims concerning intellectual property rights, which are subject to the applicable statute of limitations.

32. Export Control and Sanctions

The Service is subject to U.S. export control and economic sanctions laws. Customer represents that neither it nor any User is located in, organized under the laws of, or ordinarily resident in any country or region subject to comprehensive U.S. sanctions, or is named on, or owned or controlled by anyone named on, any U.S. government restricted-party list, including the Specially Designated Nationals List and the Entity List. Customer will not access, use, export, re-export or transfer the Service or any Output in breach of those laws or for any prohibited end use, and will not submit to the Service any data controlled under the International Traffic in Arms Regulations or that requires an export license.

33. Publicity

Numidia may identify Customer as a customer of Numidia, including by displaying Customer’s name and logo on its website and in marketing materials, in accordance with any trademark usage guidelines Customer provides. Customer may opt out at any time by emailing help@numidia.io, and Numidia will stop new uses within a reasonable time. Numidia will not issue a press release about Customer, or describe Customer’s use of the Service in a case study, without Customer’s consent.

35. Changes to These Terms

Numidia may update these Terms from time to time. Numidia will post the updated Terms with a new “Last updated” date and, for material changes, give at least thirty (30) days’ notice by email to the account owner or through the Service before the change takes effect, unless the change is required sooner by law or addresses a security or abuse risk, in which case it may take effect sooner.

Material changes take effect on the stated date for new customers and, for existing paid subscriptions, at the later of that date and the start of Customer’s next renewal, unless Customer accepts them sooner. Customer’s continued use of the Service after a change takes effect constitutes acceptance. If Customer does not agree to a change, Customer’s remedy is to cancel before it takes effect. Changes to Section 31 do not apply to any dispute of which a party had notice before the change was posted.

36. Notices

Notices to Numidia under these Terms, including legal notices, must be sent by email to help@numidia.io and are effective when received. Numidia may give notices to Customer by email to the account owner or billing contact, or by posting them in the Service, and they are effective when sent or posted. Customer is responsible for keeping its email addresses current. Notices of breach, termination or a dispute must state that they are given under these Terms.

37. General Terms

  • Assignment. Customer may not assign or transfer these Terms or any rights or obligations under them, by operation of law, change of control or otherwise, without Numidia’s prior written consent, and any attempt to do so is void. Numidia may assign these Terms without consent to an Affiliate or in connection with a merger, acquisition, reorganization or sale of all or substantially all of its assets or of the business to which these Terms relate. These Terms bind and benefit the parties and their permitted successors and assigns.
  • Force majeure. Neither party is liable for any delay or failure to perform (other than payment obligations) caused by events beyond its reasonable control, including natural disasters, epidemics, war, terrorism, civil unrest, labour disputes, government action, failures of utilities, the internet or telecommunications, cyberattacks not caused by its failure to maintain reasonable safeguards, or failures of hosting, cloud or AI providers.
  • Independent contractors. The parties are independent contractors. Nothing in these Terms creates a partnership, joint venture, agency, fiduciary or employment relationship.
  • No third-party beneficiaries. There are no third-party beneficiaries of these Terms, except the persons protected by Section 29.
  • Entire agreement. These Terms, together with the documents they incorporate and any Order, are the entire agreement between the parties about their subject matter and supersede all prior and contemporaneous agreements, proposals and representations, written or oral. Any terms in a Customer purchase order, vendor portal or similar document are rejected and have no effect, even if Numidia accepts or signs that document.
  • Severability. If any provision of these Terms is held invalid or unenforceable, it will be enforced to the maximum extent permitted and modified to the minimum extent necessary to make it enforceable, and the remaining provisions will remain in full force and effect.
  • No waiver. A party’s failure or delay in enforcing any provision is not a waiver of it. A waiver is effective only if it is in writing and signed by the waiving party.
  • Amendments. Except as described in Section 35, these Terms may be amended only in a writing signed by authorized representatives of both parties.
  • Interpretation. Headings are for convenience only. “Including” means including without limitation. “Written” and “in writing” include email. These Terms will not be construed against either party as the drafter.
  • Government users. The Service and Documentation are commercial computer software and commercial computer software documentation, provided to government users only with the rights set out in these Terms.
  • Language. These Terms are written in English, and the English version controls over any translation.

38. Contact

Numidia Analytics LLC, a Michigan limited liability company. Questions about these Terms, and all notices, should be sent to help@numidia.io.