Optimization Solver Application Terms of Service

Version 1.0 - Effective as of January 5th, 2025

Section 1 - Definitions

“Billing Anchor” has a meaning as defined in Section 4.3. 

“Company” shall refer to the company “Number Engine, LLC” and any of its future subsidiaries and affiliates for which it “controls” or by which it is “controlled.” The “Company” may also refer to certain third-parties, including but not limited to contractors and subcontractors, who rightfully may act as an agent on behalf of the Company. The terms “control,” “subsidiary,” and “affiliate” as used in this definition shall be defined according to the corresponding definitions found in 17 C.F.R. § 230.405 (2024).

“Furnishings” of Number Engine shall refer to any pieces of software, websites, physical and intangible assets, intellectual property, branding images, or social media posts that the User or general public may use or view. 

“Force Majeure Event” has a meaning as defined in Section 11.10.

“Intellectual Property Rights” means any and all registered and unregistered rights granted, applied for, or otherwise now or hereafter in exercise under or related to any patent, copyright, trademark, trade secret, database protection, or other intellectual property rights law, and all similar or equivalent rights or forms of protection, in any part of the world. 

“Law” means any statute, law, ordinance, regulation, rule, code, order, constitution, treaty, common law, judgment, decree, or other requirement of any federal, state, local, or foreign government or political subdivision thereof, or any arbitrator, court, or tribunal of competent jurisdiction.

“Person” means an individual, corporation, partnership, joint venture, limited liability entity, governmental authority, unincorporated organization, trust, association, or other entity. 

“Protected Material” has a meaning as defined in Section 6.1. Expressly excluded from the definition of “Protected Material” are all spreadsheet models furnished on the [Website’s modeling page] provided to the general public. These models are intended to provide the User with a convenient starting point in their modeling journey. All models available on the referenced webpage will be furnished “open-source,” as defined in the conditions of the [open-source MIT License].

“Resultant Data” means data and information related to User’s use of the Service, Website, Website Materials, or Furnishings that is used by the Company in an aggregate and anonymized manner, including to compile statistical and performance information related to the provision and operation of the Service, Website, Website Materials, or Furnishings. 

“Service” shall refer to the current version of the Optimization Solver add-on for Google Sheets, downloaded from the Google Workspace Marketplace. The Service is developed and published by the Company.

“Stripe” is a third-party payment processor which processes subscription payments from the User. 

“Terms of Service” has a meaning as defined in Section 2.1. 

“USD” means United States Dollar-denominated currency. 

“User” shall refer to any Person that has downloaded, installed, and launched the Service. A “User” may further refer to any principals that are bound by the actions of an agent who downloads, installs, and launches the Service.

“User Data” means information, data, and other content, in any form or medium, that is collected, downloaded, or otherwise received, directly or indirectly, from the User by or through the Service, Website, Website Materials, or Furnishings. For the avoidance of doubt, User Data does not include Resultant Data or any other information reflecting the access or use of the Service, Website, Website Materials, or Furnishings by or on behalf of the User. 

“Website” shall refer to the Company’s website. The website is publicly accessible on the world-wide-web at [www.numberengine.app].

“Website Materials” means any information, data, documents, materials, works, schematics, PowerPoint presentations, Excel spreadsheets, intellectual property, and other content, devices, methods, processes, hardware, software, and other technologies and inventions, including any deliverables, technical or functional descriptions, requirements, plans, or reports that is provided to the User in conjunction with its use of the Service. 

Section 2 – Scope of Terms of Service

Section 2.1 – Acceptance of Terms of Service 

The Optimization Solver Application Terms of Service (the “Terms of Service”) are entered into by and between the User, and the Company. The following terms and conditions exclusively govern the User’s access to and use of the Service, the Website, the Website Materials, the Furnishings, and any content, functionality, and services offered on or through the Website, whether as a guest or a registered subscriber. 

Please read the Terms of Service carefully before registering for the Service. BY CLICKING TO ACCEPT OR AGREE TO THE TERMS OF SERVICE WHEN THIS OPTION IS MADE AVAILABLE TO THE USER, THE USER  ACCEPTS AND AGREES TO BE BOUND AND ABIDE BY THESE TERMS OF SERVICE AND THE COMPANY’S PRIVACY POLICY, FOUND AT [www.numberengine.app/legal], INCORPORATED HEREIN BY REFERENCE. If the User does not want to agree to these Terms of Service or the Privacy Policy, the User must not access the Service. 

The Service is offered and available to Users who meet the [Google Account Terms of Service]. By using this Website and Service, the User represents and warrants that the User is of legal age to form a binding contract with the Company and meets all the foregoing eligibility requirements. If the User does not meet all these requirements, it must not access the Service. 

Section 2.2 – Changes to the Terms of Service 

Except as provided in Section 10.4, the terms, conditions, and obligations of this Terms of Service shall continue in full force and effect so long as the User maintains a registered account with the Company or utilizes the Service. The Company reserves the right to revise and update these Terms of Service from time to time in its sole discretion. All changes are effective immediately when posted, and apply to all access to and use of the Service thereafter. However, any changes to the arbitration provision set out in Section 11.12 will not apply to any disputes for which the parties have actual notice on or before the date the change is posted on the Website. 

The User’s continued use of the Website, Website Materials, or Furnishings following the posting of the revised Terms of Service means that the User accepts and agrees to the change. Notice of these changes will be posted to the Company’s website, or delivered to the User via e-mail no more than thirty (30) days before such changes are effective. However, it is the User’s sole responsibility to check the Website periodically and review any changes in the Terms of Service as these changes are legally binding on each User. 

Section 3 –The Service 

Section 3.1 – Access and Use 

Subject to and conditioned on the User’s compliance with this Terms of Service, the Company hereby grants the User a non-exclusive, non-transferrable, revocable right to access and use the Service during the term of this Terms of Service, solely for use by the User. The Company shall provide the User access from the date the User first launches the Service and complies with the requirements of Section 4, subject to other qualifications as outlined in this Terms of Service. 

Section 3.2 – Service Control 

Except as otherwise expressly provided in this Terms of Service, as between the Company and the User:

1. Company has and will retain sole control over the operation, provision, maintenance, and management of the Service, Website, Website Materials, and Furnishings; and 

2. User has and will retain sole control over its own access to and use of the Service, Website, Website Materials, and Furnishings. The User shall ensure it continuously remains in compliance with all provisions of this Terms of Service, including but not limited to the requirements listed in Section 3.4 and Section 5. 

Section 3.3 – Reservation of Rights 

Nothing in this Agreement grants any right, title, or interest in or to (including any license under) any Intellectual Property Rights in or relating to, the Service, Website, Website Materials, or Furnishings, whether expressly, by implication, estoppel, or otherwise. All right, title, and interest in and to the Service, Website, Website Materials, and Furnishings are and will remain with the Company. 

Section 3.4 – User Account Obligations

The User is responsible for, amongst other obligations outlined in this Terms of Service:

1. making all arrangements necessary for the User to have access to the Service or Website; 

2. registering for the Service using only a pre-existing Google account or Gmail account;

3. complying with all provisions of Google’s Terms of Service and the Google Workplace Terms of Service. Such terms of service are linked here: [Google Workspace Terms];

4. generally possessing and understanding the mathematical limitations of both linear and non-linear programming, including but not limited to the knowledge of how to sensibly interpret the output of optimization algorithms;

5. in the event the User becomes aware of any Person who has violated or is violating these Terms of Service or any applicable Law regulating the use or interaction with the Company’s Service, Website, Website Materials, or Furnishings, to make reasonable efforts to report such violations to the Company. Such contact should be made using the following hyperlink: [www.numberengine.app/contact-us]

6. providing all cooperation and assistance as the Company may reasonably request to enable the Company to exercise its rights and perform its obligations under and in connection with this Terms of Service. 

Section 3.5 – Account Security 

To access the Service, Website, or resources offered on the Website, the User may be asked to provide certain registration details or other personal information. It is a condition of the User’s  use of the Service that all the information the User provides to the Company is correct, current, and complete. The User agrees that all information provided in order to register for the Service or otherwise furnished to the Company, including but not limited to through the use of any interactive features of the Website, is governed by the Company’s [Privacy Policy]. The User consents to all actions the Company takes with respect to the User’s information consistent with the Company’s Privacy Policy. 

If the User chooses, or is provided with, a username, password, or any other piece of information as part of the Company’s security procedures, the User must treat such information as confidential, and must not disclose it to any other Person. The User also acknowledges that its account is personal to the User and agrees not to provide any other Person with access to the Service or portions of it, including the User’s username, password, or other security information. The User agrees to notify the Company immediately of any unauthorized access to or use of the User’s username or password or of any other breach of security. The User also agrees to ensure that the User exits from its personal account at the end of each session. The User should use particular caution when accessing its account from a public or shared computer so that others are not able to view or record its password or other personal information. 

Section 3.6 – Modifications, Suspensions, and Terminations

The Company reserves the right to withdraw or amend this Service, Website, Website Materials, or Furnishings, in Company’s sole discretion and without notice. The Company will not be liable if for any reason all or any part of the Service,,Website, Website Materials, or Furnishings is unavailable at any time or for any period. From time to time, the Company may restrict User’s access to all or part of the Service, Website, Website Materials, or Furnishings for any reason whatsoever within the Company’s sole discretion. 

The Company has the right to disable any username, password, or other identifier, whether chosen by the User or provided by the Company, at any time in our sole discretion for any or no reason, including but not limited to if, in the Company’s opinion, the User has violated any provisions of these Terms of Service, or if the User is not in compliance with any applicable Google account requirements. 

Section 4 - Subscription Plans

Section 4.1 – Service Plans Generally

Three service plans are available from which for the User to select: (i) a Free Trial; (ii) a Monthly Subscription; and (iii) a Yearly Subscription. The Free Trial provides full access to the Service for seven (7) days. The Monthly Subscription provides full access to the User on a month-by-month basis. The Yearly Subscription provides full access to the Service for a calendar year. 

A User may not be subscribed to more than one service plan at a time. The service plans are purchased and managed through the Stripe payment platform. The User should purchase subscriptions, manage their subscriptions, print invoices, and conduct other relevant subscription matters through the respective payment links and customer portal provided below (such links are also provided on the Website and through the Service). 

[Monthly Subscription Purchase Link]

[Yearly Subscription Purchase Link]

[Customer Subscription Management Portal]

Subsections 4.2 through 4.4 below define and provide the details of each of the plans.

The User must purchase its subscription via the Stripe checkout links using the exact same e-mail address it intends to use for the Service.

The Company will not provide the User with any invoices or notices of subscription due dates. Furthermore, the Company is under no obligation to perform any customer service functions for the User or for any Person. Any customer service functions the Company chooses to perform for a User or a Person is a one-time courtesy, and the User or Person should not expect any future customer service functions to be performed by the Company. It is the sole responsibility of the User to manage its subscription account and to pay any subscription payments and accrued fees in a timely manner.

Section 4.2 – Free Trial 

A free trial period is automatically available to each User, subject to conditions outlined below in this Section 4.2. The Free Trial provides full access to the app and all of its features for a period of seven (7) days at a cost of zero ($0) USD. The free trial period is designed to automatically begin once the User launches the Service’s user interface for the very first time. After the seven (7) day trial period has elapsed, the User will no longer have access to the full features of the Service and its user interface.

The User may forfeit its right to a free trial by electing to purchase a subscription plan without previously having launched the Service’s interface. In this scenario, the User waives any right to receive a Free Trial at a later date, including but not limited to when a User decides to not renew a Monthly Subscription or a Yearly Subscription in compliance with this Terms of Service. 

Section 4.3 – Monthly Subscription 

The User may purchase a monthly subscription plan, which provides full access to the app and all of its features on a monthly recurring basis. The price of this subscription is $2.99 USD per month. 

The billing periods for the Monthly Subscription are automatically determined by Stripe’s billing cycle anchor framework (“billing anchor”). The date the User signs up for the Monthly Subscription determines the billing anchor. Subsequent monthly billing dates are calculated as the numerical day of the following month that is the closest to the billing anchor. 

For example, if a User were to sign up for the monthly subscription on the second day of a month, the User would always be billed on the second day of each month. However, if a user subscribed on the 31st of January, then the next month’s invoice would be collected on February 28th in a non-leap year or February 29th in a leap year. More information on Stripe’s billing cycles can be found at [https://docs.stripe.com/billing/subscriptions/billing-cycle].

Section 4.4 – Yearly Subscription 

The User may purchase a Yearly Subscription, which provides full access to the Service and all of its features on a yearly recurring basis. The price of this subscription is $29.99 USD per year.

The yearly billing periods are determined in the exact same way as monthly subscription plans, and the billing anchor is the day of the year the User purchases the Yearly Subscription. More detail on this topic can be found at [https://docs.stripe.com/billing/subscriptions/billing-cycle].

Section 4.5 – Payment 

The User is required to accept these Terms of Service prior to remitting payment to the Company for the selected subscription. The User shall pay all subscription fees and accrued fees on or prior to the billing anchor determined by Stripe. The User shall use the Stripe payment portal to make payments in payment methods acceptable by Stripe. The Company will not honor any payments mailed directly to the Company, including payments in cash or check. 

Section 4.6 – Taxes  

All subscription fees and other amounts advertised on the Company’s Website are exclusive of any applicable sales, use, excise, or any other similar taxes, duties, and charges of any kind imposed by any foreign, federal, state, or local government or regulatory authority on any amounts payable by the User hereunder. It is the obligation of the User to pay the appropriate taxes on any subscription payments. Such tax payments will be calculated and collected by Stripe automatically at checkout. 

Section 4.7 – Late Payment

If the User fails to make any payment when due then, in addition to all other remedies that might be available at law or in equity, the Company may:

1. require the User to reimburse the Company for all reasonable costs incurred by the Company in collecting any late payments or interest, including attorneys’ fees, court costs, and collection agency fees; and 

2. suspend performance of the Service until all past due amounts and applicable fees have been paid. The Company will not incur any obligation or liability to the User or any other Person by reason of such suspension. 

Section 4.8 – No Deductions or Setoffs 

All amounts payable to Provider under this Agreement shall be paid by the User to the Company in full without any setoff, recoupment, counterclaim, deduction, debit, or withholding for any reason (other than any deduction or withholding of tax as may be required by applicable Law). Notwithstanding this Section 4.8, the Company may, in its sole discretion, issue discounts to certain Users. No User is entitled to a discount, and the Company may eliminate any discounts and price inducements for any reason whatsoever, at any time.

Section 4.9 – Subscription Price Increases 

The Company may increase the subscription cost and any applicable fees for the Monthly or Yearly Subscription at its sole discretion and for any reason. Before any price increase becomes effective, the Company will provide the User with a written notice at least sixty (60) calendar days prior to effectiveness of any price increase. 

Section 4.10 – Subscription Cancellations 

The management of User’s subscription account and payment methods is housed on Stripe’s website. The Company has provided a link to manage the User’s subscription account on both the Company’s Website and embedded within the Service. It is the User’s sole responsibility to manage its subscription account. 

If the User wishes to cancel its subscription, the User must manage the cancellation itself. The Company will not cancel any subscriptions on behalf of the User. If the User cancels before the next billing anchor, the User is not obligated to remit any payments for future billing periods. However, the User will not receive any refund for previously remitted subscription payments, even if the User cancels its subscription before the current billing period ends. In other words, the User is not entitled to any pro rata refund based on the number of days until the next billing anchor when it decides to cancel its subscription. Instead, the User is entitled to continue using the Service without any restrictions until the next billing anchor after the date the User voluntarily cancels its subscription. 

Cancellation of any User subscription does not terminate any obligation of the User to furnish past due payments and other accrued fees, as outlined in Section 4.7. 

Section 4.11 – Subscription Terminations 

The Company reserves the right to cancel any User’s subscription for any reason, including but not limited to violations of Section 4.7, Section 5, or any other applicable provision of this Terms of Service. If the Company chooses to terminate the User’s subscription, the User’s access to the Service will end on the date the Company chooses to terminate the subscription. The User will not be required to submit any future subscription payments after the date of termination; provided however, that the User does not have any outstanding late payments or fees accrued as of the date of termination. The termination of a subscription does not extinguish any future claims the Company may have against the User arising from breaches of this Terms of Service. 

Section 4.12 – Temporary Pauses in Subscription Access

The Company may need to temporarily pause User access to the Service, Website, Website Materials, or Furnishings for routine maintenance or for any other reason the Company, in its sole discretion, deems as necessary. To the extent the Company needs to temporarily pause User access to the foregoing, the Company will not provide a refund for any duration of time the User is not able to access the Service, Website, Website Materials, or Furnishings. The Company will not incur any obligation or liability to the User or any other Person by reason of such temporary pause in access. 

Section 4.13 – Refunds 

Notwithstanding any other provision of this Section 4, the Company reserves the right to issue refunds to the User in its sole discretion and for any reason. Any refunds issued will not be construed as admitting any fault or liability on behalf of the Company, but instead should be construed simply as an act of good will towards the User. All petitions for refunds should be submitted to: [numberengine.math@gmail.com]. Any denial of a request for a refund is final and non-appealable. The Company is under no obligation to provide any reasoning for its approval or denial of a refund, and any failure to respond within thirty (30) calendar days from the date a refund petition was sent will be deemed a constructive denial. 

Section 5 – Prohibited Uses

Section 5.1 – General Prohibitions 

The User agrees to use the Service,Website, Website Materials, and Furnishings only for lawful purposes and in accordance with these Terms of Service. The User furthermore agrees to not use the Service, Website, Website Materials, and Furnishings: 

1. in any way that violates any applicable federal, state, local, or international Law (including, without limitation, any laws regarding the export of data or software to and from the United States or other countries);

2. to impersonate or attempt to impersonate the Company, a Company employee, another User, or any other person or entity (including, without limitation, by using e-mail addresses associated with any of the foregoing); 

3. to engage in any conduct that restricts or inhibits anyone’s use or enjoyment of the Service, Website, Website Materials, or Furnishings, or which, as determined solely by the Company, may harm the Company or Users of the foregoing, or expose them to liability; and

4. in any manner that could disable, overburden, damage, or impair the site or interfere with any other Person’s use of the Service, Website, Website Materials, or Furnishings, including its ability to engage in real time activities through the foregoing. 

Section 5.2 – Miscellaneous Prohibitions 

Additionally, the User agrees not to:

1. use any robot, spider, or other automated device, process, or means to access the Service, Website, Website Materials, or Furnishings for any purpose, including monitoring or copying any of the material from the Website or Service; 

2. use any manual process to monitor, copy, or create derivative works of the Service, Website, Website Material, or Furnishings, or for any other purpose not expressly authorized in this Terms of Service, without the Company’s prior written consent;

3. rent, lease, lend, sell, sublicense, assign, distribute, publish, transfer, or otherwise make available the Service, Website, Website Materials, or Furnishings to any Person, including on or in connection with the internet or any time-sharing, service bureau, software as a service, cloud, or other technology or service. This provision also expressly prohibits the User from selling or attempting to sell, directly or indirectly, access to any feature of the Service, Website, Website Materials, and Furnishings. Such prohibited transactions include, but are not limited to, solving any optimization problem for another Person in exchange for any form of consideration;

4. reverse engineer, disassemble, decompile, decode, adapt, or otherwise attempt to derive or gain access to the source code of the Service,Website, Website Materials, or Furnishings, in whole or in part;

5. use any device, software, or routine that interferes with the proper working operation of the Service, Website, Website Materials, or Furnishings. Such restrictions in this Subsection 5.2(e) includes bypassing or breaching any security device or protection used by the foregoing, or accessing or using the Service, Website, Website Materials or Furnishings other than by a User through the use of its own valid log-in credentials;

6. input, upload, transmit, or otherwise provide to or through the Service, Website, Website Materials, or Furnishings any information or materials that are harmful or injurious. The User also may not introduce, transmit, or activate any virus, Trojan horses, worms, logic bombs, or other material that is malicious or technologically harmful to the foregoing;

7. attempt to gain unauthorized access to, interfere with, damage, or disrupt any parts of the Service, Website, Website Materials, or Furnishings; the server on which the Service, Website, Website Materials, or Furnishings is stored; or any server, computer, or database connected to the Service, Website, Website Materials, or Furnishings. For the avoidance of doubt, this provision also prohibits the User from attempting to gain access to another User’s data or personally identifiable information;

8. attack the Service, Website, Website Materials, or Furnishings via a denial-of-attack or a distributed denial-of-attack service;

9. otherwise attempt to interfere with the proper working of the Service, Website, Website Materials, or Furnishings;

10. remove, delete, alter, or obscure any trademarks, specifications, documentation, warranties, or disclaimers, or any copyright, trademark, patent, or other intellectual property or proprietary rights notices from the Service, Website, Website Materials, and Furnishings, including any copy thereof;

11. access or use the Service, Website, Website Materials, and Furnishings for purposes of competitive analysis of the foregoings, the development, provision, or use of a competing software service or product or any other purpose that is to the Company’s detriment or commercial disadvantage;

12. share any Service account information with another Person, including but not limited to usernames, passwords, and other log-in information. Each User must purchase its own subscription pursuant to the terms of Section 4 of this Terms of Service. This Section 5.2(j) also prohibits logging in or attempting to log in to another User’s Service account. For the avoidance of doubt, account information sharing within any organization, formal or informal, is expressly prohibited, and each User must have its own log-in information to access the Service; and

13. sell or attempt to sell the account information of any User to any Person, including but not limited to usernames, passwords, and other log-in information. 

Section 6 - Intellectual Property Rights

Section 6.1 – Intellectual Property Rights of the Company

The entire contents, features, and functionality (including but not limited to all information, software, source code, text, displays, images, videos, and audio, and the design, selection, and arrangement thereof) of the Service, Website, Website Materials, and Furnishings (“Protected Material”) are owned by the Company and are protected by United States and international copyright, trademark, patent, trade secret, and other intellectual property or proprietary rights laws. All right, title, and interest in and to the Protected Material are and will remain with the Company. The User has no right, license, or authorization with respect to any of the Protected Material except as expressly set forth in Section 3.1. All other rights in and to the foregoing are expressly reserved by the Company. 

Section 6.2 – Trademarks 

The Company name, the name “Optimization Solver,” the Company logo, and all related names, logos, products and service names, designs, and slogans are trademarks of the Company or its affiliates or licensors, and are consequently Protected Material. The User must not use such marks without the prior written permission of the Company. All other names, logos, products and service names, designs, and slogans on the Website, Service, Website Materials, or Furnishings are the trademarks of their respective owners. 

Section 6.3 – User Data 

Notwithstanding Section 6.1 or any other applicable section of this Terms of Service, as between the Company and the User, the User is and will remain the sole and exclusive owner of all right, title, and interest in and to all User Data, including all Intellectual Property Rights relating thereto.  

Section 6.4 – Limitations on User’s Ability to Use Company’s Intellectual Property 

These Terms of Service permit the User to use the Service for personal or commercial use. The User must not delete or alter any copyright, trademark, or other proprietary rights notices from copies of Protected Materials. The User must not attempt to reverse engineer, decompile, or otherwise attempt to extract the source code of the Service, Website, Website Materials, or Furnishings in any effort to recreate the functionality of the foregoing. Furthermore, the User must not reproduce, distribute, modify, create derivative works of, publicly display, publicly perform, republish, download, store, or transmit any Protected Material whatsoever except as follows:

1. the User’s computer may temporarily store copies of such Protected Material in RAM incidental to the User accessing and viewing those materials;

2. the User may store files that are automatically cached to the User’s Web browser for display enhancement purposes;

3. the User may print or download one copy of a reasonable number of pages of the Website or Website Materials for the User’s own personal, non-commercial use and not for further reproduction, publication, or distribution; or

4. if the Company provides social media features with Protected Material, the User may take such actions as are enabled by such features. 

If the User prints, copies, modifies, downloads, or otherwise uses or provides a Person with access to the Protected Materials in breach of this Terms of Service, the User’s right to use the Service, Website, Website Materials, and Furnishings will terminate immediately, and the User must, at the Company’s option, return or destroy all copies of the materials the User has made. 

Section 7 – Disclaimer of Warranties

The User understands that the Service is meant solely to be a tool to assist the User in solving mathematical optimization problems. The User is responsible for implementing sufficient due diligence procedures in verifying any data inputs and any models built using the Service, Website, Website Materials, or Furnishings, as well as ensuring any results derived from the foregoing are optimized as intended. The User is also responsible for understanding the general limitations of the Service, like how the nonlinear solution method is designed to provide solutions of local rather than global optima, and that there is a reasonable limitation on the number of variables that may be reliably solved in a model (which is fifty (50)). Furthermore, any information presented on or through the Website is made available solely for general information purposes. We do not warrant the accuracy, completeness, or usefulness of this information. 

THE USER’S USE OF THE SERVICE, WEBSITE, WEBSITE MATERIALS, AND FURNISHINGS IS AT ITS OWN RISK. THE SERVICE, WEBSITE, WEBSITE MATERIALS, AND FURNISHINGS ARE PROVIDED ON AN “AS IS” OR “AS AVAILABLE” BASIS, WITHOUT ANY WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED. THE COMPANY SPECIFICALLY DISCLAIMS ALL IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT, AND ALL WARRANTIES ARISING FROM COURSE OF DEALING, USAGE, OR TRADE PRACTICE. WITHOUT LIMITING THE FOREGOING, NEITHER THE COMPANY NOR ANY PERSON AFFILIATED WITH THE COMPANY MAKES ANY WARRANTY OF ANY KIND THAT THE SERVICE, WEBSITE, WEBSITE MATERIALS, OR FURNISHINGS, OR ANY PRODUCTS OR RESULTS OF THE USE THEREOF, WILL MEET THE USER’S OR ANY OTHER PERSON’S REQUIREMENTS, OPERATE WITHOUT INTERRUPTION, ACHIEVE ANY INTENDED RESULT, BE COMPATIBLE OR WORK WITH ANY SOFTWARE, SYSTEM, OR OTHER SERVICES, OR BE SECURE, ACCURATE, RELIABLE, COMPLETE, FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS, OR ERROR FREE. 

THE FOREGOING DOES NOT AFFECT ANY WARRANTIES THAT CANNOT BE EXCLUDED OR LIMITED UNDER APPLICABLE LAW. 

Section 8 – Limitation on Liability 

Section 8.1 – Exclusion of Damages 

TO THE FULLEST EXTENT PERMITTED BY LAW, IN NO EVENT WILL THE COMPANY OR ANY OF ITS AFFILIATES BE LIABLE UNDER OR IN CONNECTION WITH THIS TERMS OF SERVICE OR ITS SUBJECT MATTER UNDER ANY LEGAL OR EQUITABLE THEORY, INCLUDING BUT NOT LIMITED TO BREACH OF CONTRACT, IMPLIED COVENANT OF GOOD FAITH AND FAIR DEALING, TORT (INCLUDING BUT NOT LIMITED TO NEGLIGENCE AND EMOTIONAL DISTRESS), STRICT LIABILITY, AND OTHERWISE, FOR ANY:

1. LOSS OF PRODUCTION, USE, BUSINESS, REVENUE, OR PROFIT OR DIMINUTION IN VALUE;

2. IMPAIRMENT, INABILITY TO USE, OR LOSS, INTERRUPTION, OR DELAY OF THE SERVICE. WEBSITE, WEBSITE MATERIALS, OR FURNISHINGS;

3. LOSS, DAMAGE, CORRUPTION, OR RECOVERY OF DATA, OR BREACH OF DATA OR SYSTEM SECURITY; 

4. DISTRIBUTED DENIAL-OF-SERVICE ATTACK, VIRUSES, OR OTHER TECHNOLOGICALLY HARMFUL MATERIAL THAT MAY INFECT THE USER’S COMPUTER EQUIPMENT, COMPUTER PROGRAMS, DATA, OR OTHER PROPRIETARY MATERIAL DUE TO THE USER’S USE OF THE SERVICE, WEBSITE, WEBSITE MATERIALS, OR FURNISHINGS, OR ANY EXTERNAL WEBSITE LINKS POSTED ON THE WEBSITE;

5. COST OF REPLACEMENT GOODS OR SERVICES; 

6. LOSS OF GOODWILL OR REPUTATION; 

7. CLAIMS RESULTING FROM ANY ACTION TAKEN BY THE COMPANY OR ITS AFFILIATES DURING, OR TAKEN AS A CONSEQUENCE OF, INVESTIGATIONS BY EITHER THE COMPANY OR LAW ENFORCEMENT AUTHORITIES; OR

8. CONSEQUENTIAL, INCIDENTAL, INDIRECT, EXEMPLARY, SPECIAL, ENHANCED, OR PUNITIVE DAMAGES, REGARDLESS OF WHETHER SUCH PERSONS WERE ADVISED OF THE POSSIBILITY OF SUCH LOSSES OR DAMAGES OR SUCH LOSSES OR DAMAGES WERE OTHERWISE FORESEEABLE, AND NOTWITHSTANDING THE FAILURE OF ANY AGREED OR OTHER REMEDY OF ITS ESSENTIAL PURPOSE. 

Section 8.2 – Cap on Monetary Liability 

IN NO EVENT WILL THE AGGREGATE LIABILITY OF THE COMPANY AND ITS AFFILIATES ARISING OUT OF OR RELATED TO THIS TERMS OF SERVICE, WHETHER ARISING UNDER OR RELATED TO BREACH OF CONTRACT, IMPLIED COVENANT OF GOOD FAITH AND FAIR DEALING, TORT (INCLUDING BUT NOT LIMITED TO NEGLIGENCE AND EMOTIONAL DISTRESS), STRICT LIABILITY, OR ANY OTHER LEGAL OR EQUITABLE THEORY, EXCEED ONE HUNDRED USD ($100) OR THE AMOUNT THE USER HAS PAID TO THE COMPANY IN THE LAST TWELVE (12) MONTHS FOR THE SERVICE OUT OF WHICH LIABILITY AROSE, WHICHEVER IS SMALLER.

Section 9 – Indemnification 

Section 9.1 – User Indemnification

The User agrees to defend, indemnify, and hold harmless the Company, its affiliates, licensors, and service providers, and its and their respective officers, directors, employees, contractors, agents, licensors, suppliers, successors, and assigns from and against any claims, liabilities, damages, judgments, awards, losses, costs, expenses, or fees (including reasonable attorneys’ fees) arising out of or relating to:

1. allegation of facts that, if true, would constitute User’s breach of any of its covenants, obligation, or terms of this Terms of Service;

2. the User’s use of any information obtained from the Service, Website, Website Materials, or Furnishings; 

3. the User’s violation of any Laws; 

4. User Data, including any processing of User Data by or on behalf of the Company in accordance with this Terms of Service; 

5. any other materials or information (including documents, data, specifications, software, content, or technology) provided by or on behalf of User, including Company’s compliance with any specifications or directions provided by or on behalf of User to the extent prepared without any contribution by Company; 

6. any action or formality that is required to be carried out in relation to a legal demand from a law enforcement, administrative, or judicial authority regarding the User’s use of the Service, Website, Website Materials, or Furnishings; or 

7. the User’s general use of the Service, Website, Website Materials, or Furnishings, including but not limited to the use of the foregoing other than as expressly authorized in these Terms of Service. 

For the avoidance of doubt, the Company is under no obligation to indemnify the User for any action whatsoever instituted against the User. 

Section 9.2 – Indemnification Procedure 

The Company shall promptly notify the User in writing of any action for which the Company believes it is entitled to be indemnified pursuant to Section 9.1. The Company shall cooperate with the User at the User’s sole cost and expense. The User shall promptly assume control of the defense and shall employ counsel reasonably acceptable to the Company to handle and defend the same. The Company may participate in and observe the proceedings at its own cost and expense with counsel of its own choosing. The User shall not settle any action without the Company’s prior written consent.

If the User fails or refuses to assume control of the defense of such action, the Company shall have the right, but no obligation, to defend against such action, including settling such action after giving notice to the User, in each case in such manner and on such terms as the Company may deem appropriate. In this event, the Company will provide an invoice to the User for the total cost of the defense. The Company reserves the right to institute any proceeding at law or equity to collect any costs it incurs in connection with a defense covered by Section 9.1. 

The Company’s failure to perform any obligations under this Section 9.2 does not relieve the User of its obligations under this Section 9.

Section 9.3 – Mitigation 

If any of the Service, Website, Website Materials, or Furnishings are, or in the Company’s opinion are likely to be, claimed to infringe, misappropriate, or otherwise violate any third-party Intellectual Property Right, or if the User’s use of the Service, Website, Website Materials, or Furnishings is enjoined or threatened to be enjoined, the Company may, at its sole option and sole cost and expense:

1. obtain the right for the User to continue to use the Service, Website, Website Materials, and Furnishings as contemplated by this Terms of Service;

2. modify or replace the Service, Website, Website Materials, or Furnishings, in whole or in part, to seek to make the foregoing (as so modified or replaced) non-infringing, while providing materially equivalent features and functionality, in which case such modifications or replacements will constitute the Service, Website, Website Materials, and Furnishings, as applicable, under this Terms of Service; or 

3. by written notice to the User, terminate this Terms of Service, and require the User to immediately cease any use of the Service, Website, Website Materials, or Furnishings. In such case, the User shall be entitled to a pro rata refund in compliance with Section 4.13 for the length of time remaining before the next billing anchor. 

Section 9.4 – Sole Remedy 

THIS SECTION 9 SETS FORTH THE USER’S SOLE REMEDIES AND COMPANY’S SOLE LIABILITY AND OBLIGATION FOR ANY ACTUAL, THREATENED, OR ALLEGED CLAIMS THAT THE SERVICE, WEBSITE, WEBSITE MATERIALS, OR FURNISHINGS INFRINGES, MISAPPROPRIATES, OR OTHERWISE VIOLATES ANY INTELLECTUAL PROPERTY RIGHTS OF ANY THIRD PARTY. 

Section 10 – Termination 

Section 10.1 – Term 

The term of this Terms of Service commences on the date on which the User downloads and installs the Service for the first time from the Google Workspace Marketplace. The term of this Terms of Service will continue so long as the User makes subscription payments in compliance with Section 4, and otherwise remains in compliance with the other provisions of this Terms of Service. 

Section 10.2 – Termination  

In addition to any other express termination right set forth elsewhere in this Terms of Service: 

1. the Company reserves the right to terminate this Terms of Service in its sole discretion for a breach of any of the User’s covenants or obligations under this Terms of Service. The Company will provide a notice to the User in writing no less than thirty (30) days prior to the effectiveness of a termination pursuant to this Section 10.2(a);

2. the User may terminate this Terms of Service if the Company is in material breach of this Terms of Service. To effectuate such a termination, the User must provide the Company with a notice delivered in writing, and provide the Company thirty (30) days to cure any material breach. After such time if the Company is unable to cure the material breach, the termination of this Terms of Service will be effective; and 

3. the Company may terminate this Agreement, effective immediately upon written notice to the User, if the User: (i) becomes insolvent or is generally unable to pay, or fails to pay, its debts as they become due; (ii) files, or has filed against it, a petition for voluntary or involuntary bankruptcy or otherwise becomes subject, voluntarily or involuntarily, to any proceeding under any domestic or foreign bankruptcy or insolvency Law; (iii) makes or seeks to make a general assignment for the benefit of creditors; or (iv) applies for or has appointed a receiver, trustee, custodian, or similar agent appointed by order of any court of competent jurisdiction to take charge of or sell any material portion of its property or business. 

Section 10.3 – Effect of Termination or Expiration

Upon any cancellation or termination of this Terms of Service, except as otherwise expressly provided in this Terms of Service: 

1. all rights, licenses, consents, and authorizations granted by the Company will immediately terminate; 

2. Company shall immediately cease all use of User Data or User’s confidential information. For clarity, the Company’s obligations under this Section 10.3(b) does not apply to any Resultant Data; 

3. User shall immediately cease to use the Service; 

4. notwithstanding anything to the contrary in this Terms of Service, with respect to information and materials then in its possession or control, (i) the Company may retain User Data in its then current state and solely to the extent and for so long as required by applicable Law; (ii) Company may also retain User Data in its backups, archives, and disaster recovery systems until such User Data is deleted in the ordinary course; and (iii) all information and materials described in this Section 10.3(d) will remain subject to all confidentiality, security, and other applicable requirements of this Terms of Service and Privacy Policy; 

5. Company may disable all User access to the Service, Website, Website Materials, or Furnishings;

6. If User terminates this Terms of Service pursuant to Section 10.2(b), User will be relieved of any obligation to pay any fees attributable to the period after the effective date of such termination; and 

7. If the Company terminates this Terms of Service pursuant to Section 10.2(a) or 10.2(c), all subscription payments and fees that would have accrued had the Terms of Service remained in effect until the next billing anchor, as calculated pursuant to Section 4.3 and Section 4.4,  will become immediately due and payable, and the User shall pay such payments, together with all previously accrued but not yet paid payments and fees, on receipt of an invoice.

Section 10.4 – Surviving Terms 

The provisions set forth in the following sections, and any other right or obligation of the parties in this Terms of Service that, by its nature, should survive termination or expiration of this Terms of Service, will survive any expiration or termination of this Terms of Service: Section 4.7, Section 4.10, Section 4.11, Section 5, Section 7, Section 8, Section 9, Section 10.3, Section 10.4, Section 11. 

Section 11 - Miscellaneous

Section 11.1 – Assignment 

The User shall not assign or otherwise transfer any of its right, or delegate or otherwise transfer any of its obligations or performance under this Terms of Service, in each case whether voluntarily, involuntarily, by operation of law, or otherwise, without the Company’s prior written consent. No assignment, delegation, or transfer will relieve the User of any of its obligations or performance under this Terms of Service. Any purported assignment, delegation, or transfer in violation of this Section 11.1 is void. This Terms of Service is binding upon and inures to the benefit of the parties hereto and their respective successors and permitted assigns. 

Section 11.2 – Relationship of the Parties 

The relationship between the parties is that of independent contractors. Nothing contained in this Terms of Service shall be construed as creating an agency, partnership, joint venture, or other form of joint enterprise, employment, or fiduciary relationship between the parties. Notwithstanding this Section 11.2, the Company reserves the right to employ any contractors or subcontractors of its choice in order to fulfill any of the obligations outlined in this Terms of Service. 

Section 11.3 – Notices 

Except as otherwise expressly set forth in this Terms of Service, any notice, request, consent, claim, demand, waiver, or other communication under this Terms of Service have legal effect only if in writing and addressed to the Company as follows (or to such other address or such other person that such party may designate from time to time in accordance with this Section 11.3):

Number Engine, LLC

224 W Front St.

Findlay, OH 45840 

Attention: Charles Trace Bowen, Chief Executive Officer

Notice sent in accordance with this Section 11.3 will be deemed effectively given: (a) when received, if delivered by hand, with signed confirmation of receipt; (b) when received, if sent by a nationally recognized overnight courier, signature required; and (c) when sent, if by facsimile or e-mail (in each case, with confirmation of transmission). 

Section 11.4 – Interpretation 

For purposes of this Terms of Service: (a) the words “include,” “includes,” and “including” are deemed to be followed by the words “without limitation”; (b) the word “or” is not exclusive; (c) words denoting the singular have a comparable meaning when used in the plural, and vice-versa;  (d) words denoting any gender include all genders; and (e) the words “herein,” “hereof,” “hereby,” “hereto,” and “hereunder” refer to this Terms of Service as a whole. Unless context otherwise requires, references in this Terms of Service: (x) to sections, exhibits, schedules, attachments, and appendices mean the sections of, and exhibits, schedules, attachments, and appendices attached to, this Terms of Service; (y) to an agreement, instrument, or other document means such agreement, instrument, or other document as amended, supplemented, and modified from time to time to the extent permitted by the provisions thereof; and (z) to a statute means such statute as amended from time to time and includes any successor legislation thereto and any regulations promulgated thereunder. The parties intend this Terms of Service to be construed without regard to any presumption or rule requiring construction or interpretation against the party drafting an instrument or causing any instrument to be drafted. The exhibits, schedules, agreements, and appendices referred to herein are an integral part of this Terms of Service to the same extent as if they were set forth verbatim herein. 

Section 11.5 – Headings 

The headings in this Terms of Service are for reference only and do not affect the interpretation of this Terms of Service. 

Section 11.6 – Entire Agreement 

This Terms of Service, together with any other documents incorporated herein by reference, constitutes the sole and entire agreement of the parties with respect to the subject matter of this Terms of Service and superseded all prior and contemporaneous understandings, agreements, representations, and warranties, both written and oral, with respect to such subject matter. The express terms of the Terms of Service furthermore control and supersede any course of performance or usage of the trade inconsistent with any of its terms.

Section 11.7 – Severability 

In the event that any provision of this Agreement is found to be invalid, illegal or unenforceable in any jurisdiction, such invalidity, illegality, or unenforceability shall not affect any other term or provision of this Terms of Service or invalidate or render unenforceable such term or provision in any other jurisdiction. Upon such determination that any term or other provision is illegal, invalid, or unenforceable, the Company shall draft a new term or provision to modify this Terms of Service so as to effect the original intent of the parties as closely as possible. 

Section 11.8 – No Third-Party Beneficiaries

This Terms of Service is for the sole benefit of the parties hereto and their respective successors and assigns, as permitted within this Terms of Service Nothing herein, express or implied, is intended to or shall confer upon any Person any legal or equitable right, benefit, or remedy of any nature whatsoever under or by reason of this Terms of Service. 

Section 11.9 – Amendment and Modification; Waiver

No amendment to or modification of or recission, termination, or discharge of this Terms of Service is effective unless it is in writing. No waiver by any party of any of the provisions hereof shall be effective unless explicitly set forth in writing and signed by the party so waiving. Except as otherwise set forth in this Terms of Service, no failure to exercise, or delay in exercising, any rights, remedy, power, or privilege arising from this Terms of Service will operated or be construed as a waiver thereof; nor shall any single or partial exercise of any right, remedy, power, or privilege hereunder preclude any other or further exercise thereof or the exercise of any other right, remedy, power, or privilege. 

Section 11.10 – Force Majeure 

In no event will the Company be liable or responsible to the User, or be deemed to have defaulted under or breached this Terms of Service, for any failure or delay in fulfilling or performing any term of this Terms of Service, when and to the extent such failure or delay is caused by circumstances beyond the Company’s reasonable control (a “Force Majeure Event”), including but not limited to:

1. acts of God; 

2.  flood, fire, earthquakes, national or global epidemics, or explosion;

3. war, invasion, hostilities (whether war is declared or not), terrorist threats or acts, riot or other civil unrest; 

4. government order, law, or actions; 

5. embargoes, blockades, or any other sanctions that impact the availability of the Service, Website, Website Materials, or Furnishings in any country or territory; 

6.  national or regional emergency;

7.  strikes, labor stoppages and slowdowns, or other industrial disturbances; 

8. shortage of adequate power or transportation facilities;

9.  internet provider or service issues that are affecting either the User or the Company; 

10.  any disruptions in external service providers and platforms, including but not limited to Google Sheets and Stripe, which are critical to delivering the Service; 

11. cyber-attacks, hacks, and other miscellaneous security incidents; 

12. unexpected Service disruption as a result of errors produced in code deployed by the Company; and 

13. any event which causes a loss of more than twenty percent (20%) of the Company’s assets or the incurrence of a liability greater than or equal to one thousand USD ($1,000). 

The Company may terminate this Terms of Service if a Force Majeure Event continues substantially uninterrupted for a period of sixty (60) days. 

Section 11.11 – Governing Law 

This Terms of Service is governed by and construed in accordance with the internal laws of the State of Ohio without giving effect to any choice or conflict of law provisions or rule that would require or permit the application of the laws of any jurisdiction other than those of the State of Ohio. Any legal suit, action, or proceeding arising out of (or related to) this Terms of Service or the licenses granted hereunder will be instituted exclusively in the federal courts of the United States located within the State of Ohio, or the courts of the State of Ohio, and each party irrevocably submits to the exclusive jurisdiction of such courts in any such suit, action, or proceeding. Service of process, summons, notice, or other document by mail to such party’s address shall be effective service of process for any suit, action, or other proceeding brought in such court. 

Furthermore, the User agrees that all of its activities reasonably relating to the Company’s Service, Website, Website Services, or Furnishings shall comply with the laws of (i) the United States of America; (ii) the State of Ohio; and (iii) any foreign country for which the User is present when it accesses the Service. 

Section 11.12 – Arbitration 

At the Company’s sole discretion, it may require the User to submit any disputes arising from these Terms of Service, including disputes arising from or concerning their interpretation, violation, invalidity, non-performance, or termination, or use of the Service, Website, Website Materials, or Furnishings, to final and binding arbitration under the Rules of Arbitration of the American Arbitration Association applying Ohio state law. 

THE USER FURTHERMORE HEREBY WAIVES, WITH RESPECT TO ANY DISPUTE: (I) THE RIGHT TO PARTICIPATE IN A CLASS ACTION, PRIVATE ATTORNEY GENERAL ACTION OR OTHER REPRESENTATIVE ACTION IN COURT OR IN ARBITRATION, EITHER AS A CLASS OR CLASS MEMBER; AND (II) THE RIGHT TO JOIN OR CONSOLIDATE CLAIMS WITH CLAIMS OF ANY OTHER PERSON. The foregoing waiver is referred to herein as the “Class Action Waiver.” 

The User and Company agree that no arbitrator shall have authority to conduct any arbitration in violation of this Class Action Waiver or to issue any relief that applies to any person or entity other than the User or the Company individually. The parties acknowledge that this Class Action Waiver is material and essential to the arbitration of any claims and is non-severable from this Section 11.12. If the Class Action Waiver is voided, found unenforceable, or limited with respect to any claim for which the User seeks class-wide relief, then this Section 11.12 (except for this sentence) shall be null and void with respect to such claim, subject to the right to appeal the limitation or invalidation of the Class Action Waiver. However, this Section 11.12 shall remain valid with respect to all other claims and disputes. The parties acknowledge and agree that under no circumstance will a class be arbitrated. 

Section 11.13 – Limitation on Time to File Claims 

ANY CAUSE OF ACTION OR CLAIM THE USER MAY HAVE ARISING OUT OF OR RELATING TO THESE TERMS OF SERVICE, THE SERVICE, WEBSITE, WEBSITE MATERIALS, OR FURNISHINGS MUST BE COMMENCED WITHIN ONE (1) YEAR AFTER THE CAUSE OF ACTION ACCRUES; OTHERWISE, SUCH CAUSE OF ACTION OR CLAIM IS PERMANENTLY BARRED. 

Section 11.14 – Equitable Relief 

The User acknowledges and agrees that a breach or threatened breach by the User of any of its obligations under Section 4, Section 5, Section 6, and Section 9 would cause the Company irreparable harm for which monetary damages would not be an adequate remedy and that, in the event of such breach or threatened breach, the Company will be entitled to equitable relief, including a restraining order, an injunction, specific performance, and any other relief that may be available from any court, without any requirement to post a bond or other security, or to prove actual damages or that monetary damages are not an adequate remedy. Such remedies are not exclusive and are in addition to all other remedies that may be available at law, in equity, or otherwise. 

Section 11.15 – Changes to the Website 

We may update the content on the Website from time to time, but its content is not necessarily complete or up-to-date. Any of the material on the Website may be out of date at any given time, and the Company is under no obligation to update such material. 

Section 11.16 – Information About The User’s Visits to the Website 

All information the Company collects on the Website is subject to the Company’s [Privacy Policy]. By using the Website, the User consents to all actions taken by the Company with respect to the User’s information in compliance with the Privacy Policy. 

Section 11.17 – Linking to the Website 

The User may link to the Company’s homepage, provided the User does so in a way that is fair and legal and does not damage the Company’s reputation or take advantage of it, but the User must not establish a link in such a way as to suggest any form of association, approval, or endorsement on the Company’s part without the Company’s express written consent. The User agrees to cooperate with the Company in causing all unauthorized linking to cease immediately. The Company reserves the right to withdraw linking permission without notice.

Section 11.18 – Links from the Service, Website, Website Materials, or Furnishings

If the Service, Website, Website Materials, or Furnishings contain links to other sites and resources provided by third parties, these links are provided for the User’s convenience only. This includes links contained in advertisements, including banner advertisements and sponsored links. The User has no control over the contents of those sites or resources and accepts no responsibility for them or for any loss or damage that may arise from the User’s use of them. If the User decides to access any of the third-party websites linked to the Service, Website, Website Materials, or Furnishings, the User does so entirely at its own risk and subject to the terms and conditions of use for such websites.