Terms and Conditions

1. Acceptance of Terms

By creating an account, accessing, or using the Services, you acknowledge that you have read, understood, and agree to be bound by these Terms and our Privacy Policy. These Terms constitute a legally binding agreement between you and Numu Labs.

2. Description of Services

Numu Labs provides a cloud-based point-of-sale (POS) software solution designed for restaurants and food service businesses. Our Services include:

• POS software for transaction processing and management.
• Inventory management and reporting tools.
• Employee management and access control.
• Payment processing integration.
• Analytics and business intelligence features.
• Customer support and training resources.

3. Eligibility

You must be at least 18 years old to use our Services. By using the Services, you represent and warrant that you are at least 18 years of age and have the legal capacity to enter into these Terms.

If you are using the Services on behalf of a business or organization, you represent that you have the authority to bind that entity to these Terms.

4. Account Registration and Security

4.1 Account Creation: To use our Services, restaurant owners or administrators must create an account through our self-onboarding process. You agree to:

• Provide accurate, current, and complete information during registration.
• Maintain and promptly update your account information.
• Maintain the security and confidentiality of your account credentials.
• Immediately notify us of any unauthorized access or security breach.

4.2 User Accounts

Account administrators may create user accounts for employees who will use the Services. You are responsible for:

• All activities conducted through your account and employee accounts.
• Managing employee access permissions and credentials.
• Ensuring employees comply with these Terms.
• Removing access for terminated employees.

5. Subscription and Payment Terms

5.1 Free Trial: We offer a 90-day free trial period for new customers. During the trial period, you have full access to the Services without charge, may cancel at any time without obligation, and must select a paid subscription plan at the end of trial to continue using the Services. We reserve the right to modify or terminate the free trial offer at any time.

5.2 Subscription Plans: After the trial period, you may choose monthly, annual, or revenue share pricing models at the then-current rates.

5.3 Payment: By providing payment information, you authorize us to charge your payment method for all fees incurred. You agree to keep payment details current, pay all fees and applicable taxes when due, and acknowledge fees are non-refundable except as stated in these Terms.

5.4 Automatic Renewal: Subscriptions automatically renew at the end of each billing period unless cancelled before the renewal date.

5.5 Price Changes: We may update pricing. Changes take effect at the start of your next billing cycle after at least 30 days notice.

6. Cancellation and Refund Policy

6.1 Cancellation: You may cancel your subscription at any time. Cancellation takes effect at the end of the current billing period.

6.2 Refund Policy: We offer a 15-day refund policy from the date of your initial payment after trial. Refunds are available only for the first payment after trial, requests must be submitted within 15 days, and approved refunds are processed within 10 business days.

7. Acceptable Use

You agree not to:

• Use the Services for illegal purposes or in violation of law.
• Interfere with or disrupt the Services or connected systems.
• Attempt unauthorized access to the Services.
• Reverse engineer, decompile, or disassemble the Services.
• Remove or modify proprietary notices or labels.
• Transmit malware, viruses, or harmful code.
• Resell, redistribute, or sublicense the Services without authorization.
• Use automated methods that send unreasonable request volumes.

8. Intellectual Property Rights

8.1 Our Rights: The Services, including software, content, trademarks, logos, and other materials, are owned by Numu Labs or our licensors and protected by intellectual property laws. We grant you a limited, non-exclusive, non-transferable license to use the Services for your business purposes in accordance with these Terms.

8.2 Your Data: You retain rights to the data you input into the Services (Your Data). You grant us a license to use, store, process, and transmit Your Data solely to provide and improve the Services. We do not share Your Data with third parties except as needed to provide the Services or as required by law.

9. Data Security and Privacy

We implement reasonable safeguards to protect Your Data, but no method of transmission or storage is completely secure. You are responsible for account credential security and device/network safeguards.

For details on data collection and processing, review our Privacy Policy.

10. Third-Party Services

Our Services may integrate with or contain links to third-party services, including payment processors. Your use of third-party services is governed by their own terms and policies. We are not responsible for third-party content, policies, or practices.

11. Service Availability and Modifications

11.1 Availability: We strive for reliable service but do not guarantee uninterrupted or error-free operation. Services may be unavailable during maintenance, updates, or events beyond our control.

11.2 Modifications: We may modify, suspend, or discontinue parts of the Services, and may update these Terms by posting revisions on our website. Continued use after updates constitutes acceptance.

12. Termination

12.1 Termination by You: You may terminate your account at any time through account settings or by contacting us.

12.2 Termination by Us: We may suspend or terminate access without notice if you breach these Terms, remain inactive for an extended period, fail payment obligations, we are required by law, or we discontinue the Services.

12.3 Effect of Termination: Your right to use the Services ends immediately. We may delete Your Data after a reasonable period, so export Your Data before cancellation.

13. Warranties and Disclaimers

THE SERVICES ARE PROVIDED "AS IS" AND "AS AVAILABLE" WITHOUT WARRANTIES OF ANY KIND, EXPRESS OR IMPLIED. TO THE FULLEST EXTENT PERMITTED BY LAW, WE DISCLAIM ALL WARRANTIES, INCLUDING IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT. WE DO NOT WARRANT THAT THE SERVICES WILL BE UNINTERRUPTED, ERROR-FREE, OR SECURE, OR THAT DEFECTS WILL BE CORRECTED.

14. Limitation of Liability

TO THE FULLEST EXTENT PERMITTED BY LAW, NUMU LABS AND ITS AFFILIATES, OFFICERS, DIRECTORS, EMPLOYEES, AND AGENTS SHALL NOT BE LIABLE FOR INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES, INCLUDING LOST PROFITS, LOST DATA, OR BUSINESS INTERRUPTION.

OUR TOTAL LIABILITY FOR ALL CLAIMS ARISING OUT OF OR RELATED TO THESE TERMS OR THE SERVICES SHALL NOT EXCEED THE AMOUNT YOU PAID TO US IN THE TWELVE (12) MONTHS PRECEDING THE EVENT GIVING RISE TO THE CLAIM.

15. Indemnification

You agree to indemnify, defend, and hold harmless Numu Labs and its affiliates, officers, directors, employees, and agents from claims, liabilities, damages, losses, costs, and expenses (including reasonable attorneys' fees) arising from your use of the Services, your violation of these Terms, your violation of others' rights, or Your Data.

16. Dispute Resolution

16.1 Informal Resolution: Before formal dispute proceedings, you agree to contact [email protected] to attempt informal resolution.

16.2 Mediation: If unresolved, both parties agree to good-faith mediation in Delaware with a mutually agreed mediator. Each party bears its own costs and splits mediator fees equally.

16.3 Arbitration: If mediation does not resolve the dispute within 60 days, remaining disputes will be resolved by binding arbitration under the Commercial Arbitration Rules of the American Arbitration Association in Delaware.

16.4 Class Action Waiver: You and Numu Labs agree to bring claims only in an individual capacity, not as a class or representative action.

16.5 Exceptions: Either party may seek injunctive or equitable relief in court to protect intellectual property rights or confidential information without first engaging in mediation or arbitration.

17. Governing Law and Venue

These Terms are governed by the laws of the State of Delaware, without regard to conflict of law rules. Legal actions not subject to arbitration must be brought in state or federal courts in Delaware, and you consent to jurisdiction in those courts.

18. General Provisions

18.1 Entire Agreement: These Terms, together with our Privacy Policy, form the complete agreement regarding the Services and supersede prior agreements.

18.2 Severability: If any provision is held invalid or unenforceable, remaining provisions remain in full force.

18.3 Waiver: Any waiver is limited to the specific instance and does not constitute an ongoing waiver.

18.4 Assignment: You may not assign these Terms without our consent. We may assign these Terms without restriction.

18.5 Force Majeure: Neither party is liable for delay or failure caused by events beyond reasonable control.

18.6 Notices: Notices under these Terms must be in writing and sent to account contact details or our contact information.

19. Contact Information