NUME TERMS AND SERVICES
Last updated on December 19, 2023
Bridge Interface, Sequencer, and Testnet Terms
Last Updated: December 19, 2023
We’re excited you’re interested in the Nume Protocol, a payments rollup on the Polygon zkEVM public blockchain. These Terms of Service (“Terms”) constitute a legally binding contract made between you and Nume Crypto, Inc. (“Nume Crypto,” “we,” or “us”) that governs your access to and use of the Nume Sequencer, Bridge Interface, and Nume Testnet, each of which is defined below (collectively, the “Services”). (The term “Services” does not include, nor do we control, the Nume Protocol.) By using the Services in any way, you agree to be bound by these Terms. If you do not accept these Terms, you are not permitted to access or otherwise use the Services.
BY AGREEING TO THESE TERMS, YOU AND WE AGREE TO RESOLVE ANY DISPUTES WE MAY HAVE WITH EACH OTHER VIA BINDING ARBITRATION OR IN SMALL CLAIMS COURT (INSTEAD OF IN A COURT OF GENERAL JURISDICTION), AND YOU AGREE TO DO SO AS AN INDIVIDUAL (INSTEAD OF, FOR EXAMPLE, AS A REPRESENTATIVE OR MEMBER OF A CLASS IN A CLASS ACTION). TO THE EXTENT THAT THE LAW ALLOWS, YOU ALSO WAIVE YOUR RIGHT TO A TRIAL BY JURY. FOR MORE INFORMATION, SEE SECTION 27, BELOW.
1. Nume and Bridging Smart Contracts
The Nume protocol (“Nume Protocol”) is an open source rollup protocol that operates with the Ethereum blockchain. The Nume Protocol includes smart contracts that allow you to “bridge” (i.e., lock assets on one blockchain protocol and replicate them on another protocol) digital assets between Polygon zkEVM and/or Nume (“Bridging Smart Contracts”). Neither the Nume Protocol nor the Bridging Smart Contracts is part of the Services(even if Nume Crypto contributed to their initial development). We do not control what third parties may build using the Nume Protocol, the activity of such parties, any user transacting using the Nume Protocol, or any data stored via the Nume Protocol itself, and we do not take possession, custody, or control over any virtual currency or other digital asset using the Nume Protocol or the Bridging Smart Contracts. You acknowledge and agree that Nume Crypto makes no representations or warranties with respect to the Nume Protocol or the Bridging Smart Contracts, and that, if you use the Nume Protocol or the Bridging Smart Contracts, you do so at your own risk.
2. Who May Use the Services
You may only use the Services if you are (i) legally capable of forming a binding contract with Nume Crypto in your respective jurisdiction, (ii) at least 18 years of age or the legal age of majority in your jurisdiction, if older, and (iii) not barred from using the Services under the laws of any applicable jurisdiction. For example, you may not use the Services if you appear on the U.S. Treasury Department’s list of Specially Designated Nationals or if you are located or organized in a U.S. sanctioned jurisdiction. If you are using the Services on behalf of an entity or other organization, you agree to these Terms for that entity or organization and represent to Nume Crypto that you have the authority to bind that entity or organization to these Terms.
3. Subscribing to our Services
IF YOU SUBSCRIBE TO ANY FEATURE OR FUNCTIONALITY OF THE SERVICE FOR A TERM (THE “INITIAL TERM”), THEN YOUR SUBSCRIPTION WILL BE AUTOMATICALLY RENEWED FOR ADDITIONAL PERIODS OF THE SAME DURATION AS THE INITIAL TERM AT NUME CRYPTO’S THEN-CURRENT FEE FOR SUCH FEATURES AND FUNCTIONALITY UNLESS YOU DECLINE TO RENEW YOUR SUBSCRIPTION IN ACCORDANCE WITH SECTION 3.2 BELOW.
3.1Subscriptions. If you purchase access to certain features and functionality of the Services on a time-limited basis (a “Subscription”), the Fee for such Subscription (“Service Subscription Fee”) will be billed at the start of the Subscription (“Subscription Service Commencement Date”) and at regular intervals in accordance with your elections at the time of purchase or otherwise as set forth on our website. Nume Crypto reserves the right to change the timing of our billing. Nume Crypto reserves the right to change the Subscription pricing at any time. If changes to the Subscription price occur that impact your Subscription, Nume Crypto will use commercially reasonable efforts to notify you, such as by sending an email to the email address associated with your Account. If you do not agree with such changes, you may cancel your Subscription.
3.2Automatic Renewal. If you elect to purchase a Subscription, your Subscription will continue and automatically renew at Nume Crypto’s then-current price for such Subscription until terminated in accordance with these Terms. By subscribing, you authorize Nume Crypto to charge your Account on the Schedule set forth on the Services until you affirmatively cancel your Subscription.
(a)Cancelling Subscriptions Purchased via Nume Crypto.If you purchased your Subscription directly from Nume Crypto, you may cancel your Subscription in accordance with the instructions then-currently set forth on the Services, including by contacting Nume Crypto.
(b)Effect of Cancellation. If you cancel your Subscription, you may use your Subscription until the end of your then-current Subscription term; your Subscription will not be renewed after your then-current term expires. However, you will not be eligible for a prorated refund of any Service Subscription Fee.
4. Rights We Grant You
As between you and us, Nume Crypto is the owner of the Services, including all related intellectual property rights and proprietary content, information, material, software, images, text, graphics, illustrations, logos, trademarks (including the Nume logo, the Nume name, the Nume Crypto logo, the Nume Crypto name, and any other Nume Crypto or Nume marks), service marks, copyrights, photographs, audio, video, music, and the “look and feel” of the Services. We hereby permit you to use and access the Services, provided that you comply with these Terms. If any software, content or other materials owned or controlled by us are distributed to you as part of your use of the Services, we hereby grant you a non-sublicensable, non-transferable, and non-exclusive right and license to execute, access and display such software, content and materials provided to you as part of the Services, in each case for the sole purpose of enabling you to use the Services as permitted by these Terms; in each case unless such software, content and materials are made available under the terms of any other license (such as an open source license).
5. Accessing the Services
To access the Services, the Nume Protocol, or the Bridging Smart Contracts you must connect a compatible cryptocurrency wallet software (“Wallet”). Your relationship with any given Wallet provider is governed by the applicable terms of that Wallet provider, not these Terms. You are responsible for maintaining the confidentiality of any private key controlled by your Wallet and are fully responsible for any and all messages or conduct signed with your private key. We accept no responsibility or liability to you in connection with your use of a Wallet, and make no representations and warranties regarding how the Services or the Nume Protocol will operate or be compatible with any specific Wallet. We reserve the right, in our sole discretion, to prohibit certain Wallet addresses from being able to use or engage in transactions via the Nume Sequencer or from using other aspects of the Services.
As between you and Nume Crypto, you retain ownership and all intellectual property rights to the content and materials you submit to the Services. You grant us a limited, non-exclusive, worldwide, royalty free license to use your content solely for the purpose of operating the Services for so long as we operate the Services. For the avoidance of doubt, this license does not allow us to use your intellectual property beyond operating the Services (e.g., in advertisements).
6. The Services
Nume Crypto offers the following Services that enable you to access and interact with the Nume Protocol and the Bridging Smart Contracts:
- The Sequencer: The Nume Sequencer is a node operated by Nume Crypto that receives, records, and reports transactions using the Nume Protocol. The Nume Sequencer does not store, take custody of, control, send, or receive your virtual currency, except for receiving applicable network fees. It also does not have the ability to modify, reverse, or otherwise alter any submitted transactions, and will not have access to your private key or the ability to control value on your behalf. We reserve the right to charge and modify the fees in connection with your use of the Nume Sequencer. These fees may also be subject to taxes under applicable law.
- Bridge Interface: The Bridge Interface is a web application and graphical user display operated by Nume Crypto and located at bridge.numecrypto.com. It enables you to create blockchain messages that you can sign and broadcast to Polygon zkEVM and/or the Nume Protocol using your wallet. Depending on how you use the Bridge Interface (a) these messages may be sent directly to the Nume Protocol or routed through various third-party interfaces and dApps, and (b) the bridging smart contracts you interact with may be inherent to the protocol itself or independently developed and deployed by various third parties. The Bridge Interface will not have access to your private key at any point.
- Nume Testnet: The Nume Testnet is a test environment that allows you to build applications integrated with the Nume Protocol. You are permitted to access and use the Nume Testnet only to test and improve the experience, security, and design of the Nume Protocol or applications built on the Nume Protocol, subject to these Terms. Nume Testnet Tokens will not be converted into any future rewards offered by Nume Crypto. Nume Crypto may change, discontinue, or terminate, temporarily or permanently, all or any part of the Nume Testnet, at any time and without notice.
7. Acceptable Use
You agree that you will not use the Services in any manner or for any purpose other than as expressly permitted by these Terms. That means, among other things, you will not use the Services to do or encourage any of the following:
- Infringe or violate the intellectual property rights or any other rights of anyone else (including Nume Crypto) or attempt to decompile, disassemble, or reverse engineer the Services;
- Violate any applicable law or regulation, including without limitation, any applicable anti-money laundering laws, anti-terrorism laws, export control laws, end user restrictions, privacy laws or economic sanctions laws/regulations, including those administered by the U.S. Department of Treasury’s Office of Foreign Assets Control;
- Use the Service in a way that is dangerous, harmful, fraudulent, misleading, deceptive, threatening, harassing, defamatory, obscene, or otherwise objectionable;
- Violate, compromise, or interfere with the security, integrity, or availability of any computer, network, or technology associated with the Services, including using the Services in a manner that constitutes excessive or abusive usage, attempts to disrupt, attack, or interfere with other users, or otherwise impacts the stability of the Services.
- Use any Nume Crypto brands, logos, or trademarks (or any brands, logos, or trademarks that are confusingly similar) without our express prior written approval, which we may withhold at our discretion for any reason.
8. Release and Assumption of Risk
By using the Services, the Nume Protocol, or the Bridging Smart Contracts, you represent that you understand there are risks inherent in using cryptographic and public blockchain-based systems, including, but not limited, to the Services. You expressly agree that you assume all risks in connection with your access and use of the Nume Protocol, the Bridging Smart Contracts, and the separate Services offered by Nume Crypto. That means, among other things, you understand and acknowledge that:
- The Nume Protocol, the Bridging Smart Contracts, and the separate Services may be subject to cyberattacks and exploits, which could result in the irrevocable loss or reduction in value of your digital assets or in additional copies of your digital assets being created or bridged without your consent.
- The Nume Protocol is subject to periodic upgrades. Some upgrades may significantly impact the Nume Protocol, and may introduce risks, bugs, malfunctions, cyberattack vectors, or other changes to the Nume Protocol that could disrupt the operation of the Nume Protocol, the Bridging Smart Contracts, or the Services or otherwise cause you damage or loss.
- If you lose your Wallet seed phrase, private keys, or password, you might permanently be unable to access your digital assets. You bear sole responsibility for safeguarding and ensuring the security of your Wallet.
You further expressly waive and release Nume Crypto, its parents, affiliates, related companies, their officers, directors, members, employees, consultants, representatives. agents, partners, licensors, and each of their respective successors and assigns (collectively, the “Nume Crypto Entities”) from any and all liability, claims, causes of action, or damages arising from or in any way related to your use of the Services, and your interaction with the Nume Protocol or the Bridging Smart Contracts. Also, to the extent applicable, you shall and hereby do waive the benefits and protections of California Civil Code § 1542, which provides: “[A] GENERAL RELEASE DOES NOT EXTEND TO CLAIMS THAT THE CREDITOR OR RELEASING PARTY DOES NOT KNOW OR SUSPECT TO EXIST IN HIS OR HER FAVOR AT THE TIME OF EXECUTING THE RELEASE AND THAT, IF KNOWN BY HIM OR HER, WOULD HAVE MATERIALLY AFFECTED HIS OR HER SETTLEMENT WITH THE DEBTOR OR RELEASED PARTY.”
9. Interactions with Other Users
You are responsible for your interactions with other users on or through the Services. While we reserve the right to monitor interactions between users, we are not obligated to do so, and we cannot be held liable for your interactions with other users, or for any user’s actions or inactions. If you have a dispute with one or more users, you release us (and our affiliates and subsidiaries, and our and their respective officers, directors, employees and agents) from claims, demands and damages (actual and consequential) of every kind and nature, known and unknown, arising out of or in any way connected with such disputes. In entering into this release you expressly waive any protections (whether statutory or otherwise) that would otherwise limit the coverage of this release to include only those claims which you may know or suspect to exist in your favor at the time of agreeing to this release.
Any questions, comments, suggestions, ideas, feedback, reviews, or other information about the Services, provided by you to Nume Crypto, are non-confidential and Nume Crypto will be entitled to the unrestricted use and dissemination of these submissions for any purpose, commercial or otherwise, without acknowledgment, attribution, or compensation to you.
12. Third-Party Services
The Services may provide access to services, sites, technology, applications and resources that are provided or otherwise made available by third parties (“Third-Party Services”). Your access and use of Third-Party Services may also be subject to additional terms and conditions, privacy policies, or other agreements with such third parties. Nume Crypto has no control over and is not responsible for such Third-Party Services, including for the accuracy, availability, reliability, or completeness of information or content shared by or available through Third-Party Services, or on the privacy practices of Third-Party Services. We encourage you to review the privacy policies of Third-Party Services prior to using such services. You, and not Nume Crypto, will be responsible for any and all costs and charges associated with your use of any Third-Party Services. The integration or inclusion of such Third-Party Services does not imply an endorsement or recommendation. Any dealings you have with third parties while using the Services — including if a Third-Party Service may have infringed your intellectual property rights — are between you and the third party. Nume Crypto will not be responsible or liable, directly or indirectly, for any damage or loss caused or alleged to be caused by or in connection with use of or reliance on any Third-Party Services.
13. Additional Services
We or our affiliates may offer additional services that interact with the Nume Protocol, which may require you to agree to additional terms. If, while using an additional service, there is a conflict between these Terms and the additional terms covering that service, the additional terms will prevail.
To the fullest extent permitted by applicable laws, you will indemnify and hold harmless the Nume Crypto Entities from and against any claims, disputes, demands, liabilities, damages, losses, and costs and expenses, including, without limitation, reasonable legal and accounting fees arising out of or in any way connected with (a) your access to or use of the Services, (b) your violation of these Terms, or (c) your negligence or willful misconduct. If you are obligated to indemnify any Nume Crypto Entity hereunder, then you agree that Nume Crypto (or, at its discretion, the applicable Nume Crypto Entity) will have the right, in its sole discretion, to control any action or proceeding and to determine whether Nume Crypto wishes to settle, and if so, on what terms, and you agree to fully cooperate with Nume Crypto in the defense or settlement of such claim.
15. Warranty Disclaimers
TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, THE SERVICES ARE PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS WITHOUT ANY REPRESENTATION OR WARRANTY, WHETHER EXPRESS, IMPLIED OR STATUTORY. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, NUME CRYPTO SPECIFICALLY DISCLAIMS ANY IMPLIED WARRANTIES OF TITLE, MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND/OR NON-INFRINGEMENT. THE NUME CRYPTO ENTITIES DO NOT MAKE ANY REPRESENTATIONS OR WARRANTIES THAT (I) ACCESS TO THE SERVICES WILL BE CONTINUOUS, UNINTERRUPTED, OR TIMELY; (II) THE SERVICES WILL BE COMPATIBLE OR WORK WITH ANY SOFTWARE, SYSTEM OR OTHER SERVICES, INCLUDING ANY WALLETS; (III) THE SERVICES WILL BE SECURE, COMPLETE, FREE OF HARMFUL CODE, OR ERROR-FREE; (IV) THE SERVICES WILL PREVENT ANY UNAUTHORIZED ACCESS TO, ALTERATION OF, OR THE DELETION, DESTRUCTION, DAMAGE, LOSS OR FAILURE TO STORE ANY OF YOUR CONTENT OR OTHER DATA; OR (V) THE SERVICES WILL PROTECT YOUR ASSETS FROM THEFT, HACKING, CYBER ATTACK, OR OTHER FORM OF LOSS OR DEVALUATION CAUSED BY THIRD-PARTY CONDUCT.
16. Limitation of Liability
TO THE MAXIMUM EXTENT PERMITTED BY LAW, NONE OF THE NUME CRYPTO ENTITIES OR ANY OF THEIR RESPECTIVE SERVICE PROVIDERS WILL BE LIABLE FOR ANY INCIDENTAL, SPECIAL, EXEMPLARY OR CONSEQUENTIAL DAMAGES, OR DAMAGES FOR LOST PROFITS, LOST REVENUES, LOST SAVINGS, LOST BUSINESS OPPORTUNITY, LOSS OF DATA OR GOODWILL, SERVICE INTERRUPTION, COMPUTER DAMAGE OR SYSTEM FAILURE, INTELLECTUAL PROPERTY INFRINGEMENT, OR THE COST OF SUBSTITUTE SERVICES OF ANY KIND ARISING OUT OF OR IN CONNECTION WITH THESE TERMS OR FROM THE USE OF OR INABILITY TO USE THE SERVICES, WHETHER BASED ON WARRANTY, CONTRACT, TORT (INCLUDING NEGLIGENCE), PRODUCT LIABILITY OR ANY OTHER LEGAL THEORY, AND WHETHER OR NOT ANY NUME CRYPTO ENTITY OR ANY OF THEIR SERVICE PROVIDERS HAS BEEN INFORMED OF THE POSSIBILITY OF SUCH DAMAGE, EVEN IF A LIMITED REMEDY SET FORTH HEREIN IS FOUND TO HAVE FAILED OF ITS ESSENTIAL PURPOSE.
TO THE MAXIMUM EXTENT PERMITTED BY LAW, IN NO EVENT WILL THE NUME CRYPTO ENTITIES’ TOTAL LIABILITY ARISING OUT OF OR IN CONNECTION WITH THESE TERMS OR FROM THE USE OF OR INABILITY TO USE THE SERVICES EXCEED THE AMOUNTS YOU HAVE PAID OR ARE PAYABLE BY YOU TO THE NUME CRYPTO ENTITIES FOR USE OF THE SERVICES OR ONE HUNDRED DOLLARS ($100), WHICHEVER IS HIGHER.
THE EXCLUSIONS AND LIMITATIONS OF DAMAGES SET FORTH ABOVE ARE FUNDAMENTAL ELEMENTS OF THE BASIS OF THE BARGAIN BETWEEN NUME CRYPTO AND YOU.
IF ANY PORTION OF THESE SECTIONS IS HELD TO BE INVALID UNDER THE LAWS OF YOUR JURISDICTION, THE INVALIDITY OF SUCH PORTION WILL NOT AFFECT THE VALIDITY OF THE REMAINING PORTIONS OF THE APPLICABLE SECTIONS. SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OR LIMITATION OF INCIDENTAL OR CONSEQUENTIAL OR CERTAIN OTHER DAMAGES, SO THE ABOVE LIMITATIONS AND EXCLUSIONS MAY NOT APPLY TO YOU.
17. Changes to Terms
We reserve the right, in our sole discretion, to change these Terms at any time and your continued use of the Services after the date any such changes become effective constitutes your acceptance of the new Terms. You should periodically visit this page to review the current Terms so you are aware of any revisions. If you do not agree to abide by these or any future Terms, you are not permitted to access, browse, or use (or continue to access, browse, or use) the Services.
Any notices or other communications provided by us under these Terms, including those regarding modifications to these Terms, will be posted online, in the Services, or through other electronic communication. You agree and consent to receive electronically all communications, agreements, documents, notices and disclosures that we provide in connection with your use of the Services.
19. Entire Agreement.
These Terms and any other documents incorporated by reference comprise the entire understanding and agreement between you and Nume Crypto as to the subject matter hereof, and supersede any and all prior discussions, agreements and understandings of any kind (including without limitation any prior versions of these Terms), between you and Nume Crypto. Section headings in these Terms are for convenience only and shall not govern the meaning or interpretation of any provision of these Terms.
We reserve the right to assign our rights and obligations hereunder without restriction, including without limitation to any Nume Crypto affiliates or subsidiaries, or to any successor in interest of any business associated with the Services. In the event that Nume Crypto is acquired by or merged with a third party entity, we reserve the right, in any of these circumstances, to transfer or assign the information we have collected from you as part of such merger, acquisition, sale, or other change of control. You may not assign any rights and/or licenses granted under these Terms. Any attempted transfer or assignment by you in violation hereof shall be null and void. Subject to the foregoing, these Terms will bind and inure to the benefit of the parties, their successors and permitted assigns.
If any provision of these Terms is determined to be invalid or unenforceable under any rule, law, or regulation of any local, state, or federal government agency, such provision will be changed and interpreted to accomplish the objectives of the provision to the greatest extent possible under any applicable law and the validity or enforceability of any other provision of these Terms shall not be affected.
22. Termination; Survival
We may suspend or terminate your access to and use of the Services at our sole discretion, at any time and without notice to you. Upon any termination, discontinuation or cancellation of the Services, the following Sections 6 - 27 will survive.
23. Governing Law
You agree that the laws of the State of California, without regard to principles of conflict of laws, will govern these Terms and any Dispute.
24. Force Majeure
We shall not be liable for delays, failure in performance or interruption of any Service that results directly or indirectly from any cause or condition beyond our reasonable control, including but not limited to, significant market volatility, act of God, act of civil or military authorities, act of terrorists, civil disturbance, war, strike or other labor dispute, fire, interruption in telecommunications or Internet services or network provider services, failure of equipment and/or software, pandemic, other catastrophe or any other occurrence which is beyond our reasonable control and shall not affect the validity and enforceability of any remaining provisions.
25. Non-Waiver of Rights
These Terms shall not be construed to waive rights that cannot be waived under applicable laws. In addition, our failure to insist upon or enforce strict performance by you of any provision of these Terms or to exercise any right under these Terms will not be construed as a waiver or relinquishment to any extent of our right to assert or rely upon any such provision or right in that or any other instance.
26. Relationship of the Parties
Nume Crypto is an independent contractor for all purposes. Nothing in these Terms is intended to or shall operate to create a partnership or joint venture between you and Nume Crypto, or authorize you to act as agent of Nume Crypto.
27. Dispute Resolution, Arbitration Agreement, Class Action Waiver, And Jury Trial Waiver
Please read this Section 27 (the “Arbitration Agreement”) carefully. It is part of your contract with Nume Crypto and affects your rights. It contains procedures for MANDATORY BINDING ARBITRATION AND A CLASS ACTION WAIVER.
27.1Applicability of Arbitration Agreement. Subject to the terms of this Arbitration Agreement, you and Nume Crypto agree that any dispute, claim, disagreements arising out of or relating in any way to your access to or use of the Services or the Terms and prior versions of the Terms, including claims and disputes that arose between us before the effective date of these Terms (each, a “Dispute”) will be resolved by binding arbitration, rather than in court, except that: (1) you and Nume Crypto may assert claims or seek relief in small claims court if such claims qualify and remain in small claims court; and (2) you or Nume Crypto may seek equitable relief in court for infringement or other misuse of intellectual property rights (such as trademarks, trade dress, domain names, trade secrets, copyrights, and patents). For purposes of this Arbitration Agreement, “Dispute” will also include disputes that arose or involve facts occurring before the existence of this or any prior versions of the Terms as well as claims that may arise after the termination of these Terms.
27.2Informal Dispute Resolution. There might be instances when a Dispute arises between you and Nume Crypto. If that occurs, Nume Crypto is committed to working with you to reach a reasonable resolution. You and Nume Crypto agree that good faith informal efforts to resolve Disputes can result in a prompt, low‐cost and mutually beneficial outcome. You and Nume Crypto therefore agree that before either party commences arbitration against the other (or initiates an action in small claims court if a party so elects), we will personally meet and confer telephonically or via videoconference, in a good faith effort to resolve informally any Dispute covered by this Arbitration Agreement (“Informal Dispute Resolution Conference”). If you are represented by counsel, your counsel may participate in the conference, but you will also participate in the conference. The party initiating a Dispute must give notice to the other party in writing of its intent to initiate an Informal Dispute Resolution Conference (“Notice”), which shall occur within 45 days after the other party receives such Notice, unless an extension is mutually agreed upon by the parties. Notice to Nume Crypto that you intend to initiate an Informal Dispute Resolution Conference should be sent by email to the contact information set forth below. The Notice must include: (1) your name, telephone number, mailing address, and e‐mail address; (2) the name, telephone number, mailing address and e‐mail address of your counsel, if any; and (3) a description of your Dispute. The Informal Dispute Resolution Conference shall be individualized such that a separate conference must be held each time either party initiates a Dispute, even if the same law firm or group of law firms represents multiple users in similar cases, unless all parties agree; multiple individuals initiating a Dispute cannot participate in the same Informal Dispute Resolution Conference unless all parties agree. In the time between a party receiving the Notice and the Informal Dispute Resolution Conference, nothing in this Arbitration Agreement shall prohibit the parties from engaging in informal communications to resolve the initiating party’s Dispute. Engaging in the Informal Dispute Resolution Conference is a condition precedent and requirement that must be fulfilled before commencing arbitration. The statute of limitations and any filing fee deadlines shall be tolled while the parties engage in the Informal Dispute Resolution Conference process required by this section.
27.3Waiver of Jury Trial. YOU AND NUME CRYPTO HEREBY WAIVE ANY CONSTITUTIONAL AND STATUTORY RIGHTS TO SUE IN COURT AND HAVE A TRIAL IN FRONT OF A JUDGE OR A JURY. You and Nume Crypto are instead electing that all Disputes shall be resolved by arbitration under this Arbitration Agreement, except as specified in the subsection entitled “Applicability of Arbitration Agreement” above. There is no judge or jury in arbitration, and court review of an arbitration award is subject to very limited review.
27.4Waiver of Class and Other Non-Individualized Relief. YOU AND NUME CRYPTO AGREE THAT, EXCEPT AS SPECIFIED IN SUBSECTION 27.9, EACH OF US MAY BRING CLAIMS AGAINST THE OTHER ONLY ON AN INDIVIDUAL BASIS AND NOT ON A CLASS, REPRESENTATIVE, OR COLLECTIVE BASIS, AND THE PARTIES HEREBY WAIVE ALL RIGHTS TO HAVE ANY DISPUTE BE BROUGHT, HEARD, ADMINISTERED, RESOLVED, OR ARBITRATED ON A CLASS, COLLECTIVE, REPRESENTATIVE, OR MASS ACTION BASIS. ONLY INDIVIDUAL RELIEF IS AVAILABLE, AND DISPUTES OF MORE THAN ONE CUSTOMER OR USER CANNOT BE ARBITRATED OR CONSOLIDATED WITH THOSE OF ANY OTHER CUSTOMER OR USER. Subject to this Arbitration Agreement, the arbitrator may award declaratory or injunctive relief only in favor of the individual party seeking relief and only to the extent necessary to provide relief warranted by the party’s individual claim. Nothing in this paragraph is intended to, nor shall it, affect the terms and conditions under the subsection 27.9 entitled “Batch Arbitration.” Notwithstanding anything to the contrary in this Arbitration Agreement, if a court decides by means of a final decision, not subject to any further appeal or recourse, that the limitations of this subsection, “Waiver of Class and Other Non-Individualized Relief,” are invalid or unenforceable as to a particular claim or request for relief (such as a request for public injunctive relief), you and Nume Crypto agree that that particular claim or request for relief (and only that particular claim or request for relief) shall be severed from the arbitration and may be litigated in the state or federal courts located in the State of California. All other Disputes shall be arbitrated or litigated in small claims court. This subsection does not prevent you or Nume Crypto from participating in a class-wide settlement of claims.
27.5Rules and Forum. The Terms evidence a transaction involving interstate commerce; and notwithstanding any other provision herein with respect to the applicable substantive law, the Federal Arbitration Act, 9 U.S.C. § 1 et seq., will govern the interpretation and enforcement of this Arbitration Agreement and any arbitration proceedings. If the Informal Dispute Resolution Conference process described above does not resolve satisfactorily within sixty (60) days after receipt of your Notice, you and Nume Crypto agree that either party shall have the right to finally resolve the Dispute through binding arbitration. The arbitration will be administered by the American Arbitration Association (“AAA”), in accordance with the Consumer Arbitration Rules (the “AAA Rules”) then in effect, except as modified by this section of this Arbitration Agreement. The AAA Rules are currently available at https://www.adr.org/sites/default/files/Consumer%20Rules.pdf. A party who wishes to initiate arbitration must provide the other party with a request for arbitration (the “Request”). The Request must include: (1) the name, telephone number, mailing address, e‐mail address of the party seeking arbitration (if applicable) as well as the applicable Nume Crypto Wallet address; (2) a statement of the legal claims being asserted and the factual bases of those claims; (3) a description of the remedy sought and an accurate, good‐faith calculation of the amount in controversy in United States Dollars; (4) a statement certifying completion of the Informal Dispute Resolution Conference process as described above; and (5) evidence that the requesting party has paid any necessary filing fees in connection with such arbitration. If the party requesting arbitration is represented by counsel, the Request shall also include counsel’s name, telephone number, mailing address, and email address. Such counsel must also sign the Request. By signing the Request, counsel certifies to the best of counsel’s knowledge, information, and belief, formed after an inquiry reasonable under the circumstances, that: (1) the Request is not being presented for any improper purpose, such as to harass, cause unnecessary delay, or needlessly increase the cost of dispute resolution; (2) the claims, defenses and other legal contentions are warranted by existing law or by a nonfrivolous argument for extending, modifying, or reversing existing law or for establishing new law; and (3) the factual and damages contentions have evidentiary support or, if specifically so identified, will likely have evidentiary support after a reasonable opportunity for further investigation or discovery. Unless you and Nume Crypto otherwise agree, or the Batch Arbitration process discussed in subsection 27.9 is triggered, the arbitration will be conducted in the county where you reside. Subject to the AAA Rules, the arbitrator may direct a limited and reasonable exchange of information between the parties, consistent with the expedited nature of the arbitration. If the AAA is not available to arbitrate, the parties will select an alternative arbitral forum. Your responsibility to pay any AAA fees and costs will be solely as set forth in the applicable AAA Rules. You and Nume Crypto agree that all materials and documents exchanged during the arbitration proceedings shall be kept confidential and shall not be shared with anyone except the parties’ attorneys, accountants, or business advisors, and then subject to the condition that they agree to keep all materials and documents exchanged during the arbitration proceedings confidential.
27.6Arbitrator. The arbitrator will be either a retired judge or an attorney licensed to practice law in the state of California and will be selected by the parties from the AAA’s roster of consumer dispute arbitrators. If the parties are unable to agree upon an arbitrator within thirty-five (35) days of delivery of the Request, then the AAA will appoint the arbitrator in accordance with the AAA Rules, provided that if the Batch Arbitration process under subsection 16.9 is triggered, the AAA will appoint the arbitrator for each batch.
27.7Authority of Arbitrator. The arbitrator shall have exclusive authority to resolve any Dispute, including, without limitation, disputes arising out of or related to the interpretation or application of the Arbitration Agreement, including the enforceability, revocability, scope, or validity of the Arbitration Agreement or any portion of the Arbitration Agreement, except for the following: (1) all Disputes arising out of or relating to the subsection entitled “Waiver of Class and Other Non-Individualized Relief,” including any claim that all or part of the subsection entitled “Waiver of Class and Other Non-Individualized Relief” is unenforceable, illegal, void or voidable, or that such subsection entitled “Waiver of Class and Other Non-Individualized Relief” has been breached, shall be decided by a court of competent jurisdiction and not by an arbitrator; (2) except as expressly contemplated in the subsection entitled “Batch Arbitration,” all Disputes about the payment of arbitration fees shall be decided only by a court of competent jurisdiction and not by an arbitrator; (3) all Disputes about whether either party has satisfied any condition precedent to arbitration shall be decided only by a court of competent jurisdiction and not by an arbitrator; and (4) all Disputes about which version of the Arbitration Agreement applies shall be decided only by a court of competent jurisdiction and not by an arbitrator. The arbitration proceeding will not be consolidated with any other matters or joined with any other cases or parties, except as expressly provided in the subsection entitled “Batch Arbitration.” The arbitrator shall have the authority to grant motions dispositive of all or part of any Dispute. The arbitrator shall issue a written award and statement of decision describing the essential findings and conclusions on which the award is based, including the calculation of any damages awarded. The award of the arbitrator is final and binding upon you and us. Judgment on the arbitration award may be entered in any court having jurisdiction.
27.8Attorneys’ Fees and Costs. The parties shall bear their own attorneys’ fees and costs in arbitration unless the arbitrator finds that either the substance of the Dispute or the relief sought in the Request was frivolous or was brought for an improper purpose (as measured by the standards set forth in Federal Rule of Civil Procedure 11(b)). If you or Nume Crypto need to invoke the authority of a court of competent jurisdiction to compel arbitration, then the party that obtains an order compelling arbitration in such action shall have the right to collect from the other party its reasonable costs, necessary disbursements, and reasonable attorneys’ fees incurred in securing an order compelling arbitration. The prevailing party in any court action relating to whether either party has satisfied any condition precedent to arbitration, including the Informal Dispute Resolution Conference process, is entitled to recover their reasonable costs, necessary disbursements, and reasonable attorneys’ fees and costs.
27.9Batch Arbitration. To increase the efficiency of administration and resolution of arbitrations, you and Nume Crypto agree that in the event that there are one hundred (100) or more individual Requests of a substantially similar nature filed against Nume Crypto by or with the assistance of the same law firm, group of law firms, or organizations, within a thirty (30) day period (or as soon as possible thereafter), the AAA shall (1) administer the arbitration demands in batches of 100 Requests per batch (plus, to the extent there are less than 100 Requests left over after the batching described above, a final batch consisting of the remaining Requests); (2) appoint one arbitrator for each batch; and (3) provide for the resolution of each batch as a single consolidated arbitration with one set of filing and administrative fees due per side per batch, one procedural calendar, one hearing (if any) in a place to be determined by the arbitrator, and one final award (“Batch Arbitration”). All parties agree that Requests are of a “substantially similar nature” if they arise out of or relate to the same event or factual scenario and raise the same or similar legal issues and seek the same or similar relief. To the extent the parties disagree on the application of the Batch Arbitration process, the disagreeing party shall advise the AAA, and the AAA shall appoint a sole standing arbitrator to determine the applicability of the Batch Arbitration process (“Administrative Arbitrator”). In an effort to expedite resolution of any such dispute by the Administrative Arbitrator, the parties agree the Administrative Arbitrator may set forth such procedures as are necessary to resolve any disputes promptly. The Administrative Arbitrator’s fees shall be paid by Nume Crypto. You and Nume Crypto agree to cooperate in good faith with the AAA to implement the Batch Arbitration process including the payment of single filing and administrative fees for batches of Requests, as well as any steps to minimize the time and costs of arbitration, which may include: (1) the appointment of a discovery special master to assist the arbitrator in the resolution of discovery disputes; and (2) the adoption of an expedited calendar of the arbitration proceedings. This Batch Arbitration provision shall in no way be interpreted as authorizing a class, collective and/or mass arbitration or action of any kind, or arbitration involving joint or consolidated claims under any circumstances, except as expressly set forth in this provision.
27.1030-Day Right to Opt Out. You have the right to opt out of the provisions of this Arbitration Agreement by sending written notice of your decision to opt out to the address set forth below, within thirty (30) days after first becoming subject to this Arbitration Agreement. Your notice must include your name and address, email address, Nume Crypto Wallet address (if you have one), and an unequivocal statement that you want to opt out of this Arbitration Agreement. If you opt out of this Arbitration Agreement, all other parts of these Terms will continue to apply to you. Opting out of this Arbitration Agreement has no effect on any other arbitration agreements that you may currently have, or may enter in the future, with us.
27.11Invalidity, Expiration. Except as provided in the subsection entitled “Waiver of Class and Other Non-Individualized Relief”, if any part or parts of this Arbitration Agreement are found under the law to be invalid or unenforceable, then such specific part or parts shall be of no force and effect and shall be severed and the remainder of the Arbitration Agreement shall continue in full force and effect. You further agree that any Dispute that you have with Nume Crypto as detailed in this Arbitration Agreement must be initiated via arbitration within the applicable statute of limitation for that claim or controversy, or it will be forever time barred. Likewise, you agree that all applicable statutes of limitation will apply to such arbitration in the same manner as those statutes of limitation would apply in the applicable court of competent jurisdiction.
27.12Modification. Notwithstanding any provision in these Terms to the contrary, we agree that if Nume Crypto makes any future material change to this Arbitration Agreement, it will notify you. Unless you reject the change within thirty (30) days of such change become effective by writing to Nume Crypto at the address set forth herein, your continued use of the Nume Crypto Services, including the acceptance of products and services offered on the Services following the posting of changes to this Arbitration Agreement constitutes your acceptance of any such changes. Changes to this Arbitration Agreement do not provide you with a new opportunity to opt out of the Arbitration Agreement if you have previously agreed to a version of these Terms and did not validly opt out of arbitration. If you reject any change or update to this Arbitration Agreement, and you were bound by an existing agreement to arbitrate Disputes arising out of or relating in any way to your access to or use of the Services, any communications you receive, or these Terms, the provisions of this Arbitration Agreement as of the date you first accepted the Terms (or accepted any subsequent changes to these Terms) remain in full force and effect. Nume Crypto will continue to honor any valid opt outs of the Arbitration Agreement that you made to a prior version of these Terms.
27.13Confidentiality. All aspects of the arbitration proceeding, including but not limited to the award of the arbitrator and compliance therewith, shall be strictly confidential. The parties agree to maintain confidentiality unless otherwise required by law. This paragraph shall not prevent a party from submitting to a court of law any information necessary to enforce this Agreement, to enforce an arbitration award, or to seek injunctive or equitable relief.
27.14Survival of Agreement. This Arbitration Agreement will survive the expiration or any termination of your relationship with Nume Crypto.