TERMS OF SERVICE

Last Updated: July 11, 2024

Welcome to Numa. In these Terms of Service (the "Terms") we will sometimes refer to Numa NGT Ltd. (including our directors, officers, members, managers, employees, affiliates, successors, and assigns (each, a "Numa Representative"), except when acting as a User) as "Numa", "our", "we", or "us"; we will refer to you as "you" or a derivative of you; and we will refer to a user who creates an account on Numa as a "User(s)". In some instances when describing interactions between Users we will differentiate between "buyer" Users (each, a "Buyer") and "seller" Users (each, a "Seller"). These Terms are phrased in a masculine form for convenience purposes only.

Please review these Terms, Our Privacy Policy ("Privacy Policy", located at https://ngtnuma.com/privacy-policy), and all other policies and rules published by us ("Other Policies") before you begin using Numa because the Terms, Privacy Policy, and Other Policies create a legal agreement between you and Numa. Any use, entrance, or log-in to Numa, constitutes a confirmation that you have read and agreed to be bound by these Terms, our Privacy Policy, our Other Policies, and any notice displayed through our platforms, each of which is incorporated herein by reference. If you do not agree to these Terms, our Privacy Policy, or our Other Policies you are not allowed to, and you must not, access or use Numa.

General

We provide a virtual platform which may be accessible via website and/or mobile application (cumulatively, the "App") for users who choose to use the online platform in order to present certain items and objects (“Item”), use the services available via the App (which may include in the future to make their Items available for sale and/or purchase Items from other users via the App).

If and when the App will include a marketplace or similar feature, it is hereby clarified that the Items presented and sold via the App are sold and supplied solely by third parties. The App is merely a platform which allows Users, Buyers, and Sellers to engage in the sale and purchase of Items, and therefore the applicable Seller shall be solely responsible for any Item sold by him, its quality, nature, and conditions of sale and supply and its supply shall be made solely by the Seller. In addition, the User shall be responsible for performing all necessary tests required for the purpose of completing a purchase, prior to the actual purchase via the App, including (but not limited to) viewing the Items physically (if and to the extent applicable), checking the terms of sale presented by the applicable Seller, including any costs associated with the price of the Item being sold and so forth.

Privacy Policy

Our Privacy Policy describes what information we collect from you, how we collect information from you, and how we use and share information we collect from you.

Eligibility to Use the App

You hereby represent and warrant that you are qualified and authorized to engage and be bound by the obligations specified in these Terms, and in case you make any service order, you declare that you are at least 18 years old. If you do not agree to the foregoing, you are not authorized to use the services offered by us. If for any reason, you do not agree with all of the terms and provisions of these Terms, you must stop using the App immediately.

Account Information and Right to Use the App

Account Creation and Profiles

The App allows a User to create a Numa account ("Account"). A User may create an Account by entering their first name and last name and selecting a username and password, which, for the purposes of these Terms, will be considered "User Information". Once an Account is created, if the User wishes to sell Items, the User will need to create an Account profile ("Profile") by providing requested information, at which point the User may be allowed, at our discretion, to sell Items on the App.

All Sellers must provide the following information in their Profile: (1) first and last name, (2) email address, (3) physical address, and (4) phone number. All Users may provide additional information as requested in your Profile and Account (the foregoing, as well as any images and/or other information of Items uploaded and/or provided by Users will also be considered "User Information").

Numa is under no obligation, and makes no effort or attempt to verify or ensure any such User Information is correct, accurate, complete, and not misleading.

It is a condition of your use of the App that all the User Information you provide is current, complete, accurate, and not false or misleading. You agree that all User Information you provide to register with the App is governed by our Privacy Policy, and you consent to all actions we take with respect to your User Information consistent with our Privacy Policy. Without limiting the foregoing, by uploading any information about any Items you hereby consent and allow Numa to use the information, including in combination with any other User Information you’ve provided, for Numa’s business purposes (including, without limitation, retention in a database, use for development of services and technology and any commercial use).

Account and User Information Protection

It is your responsibility to protect your personal data and maintain the confidentiality of your User Information. You agree to notify us immediately if you suspect or become aware of any unauthorized use of your Account or User Information, or any unauthorized breach of your Account or User Information.

You also acknowledge that your Account and User Information are personal to you and agree not to allow any other person to access the App or any portion of it using your User Information. In the event you share your Account or User Information with others, you do so at your own risk and still are liable for all use of your Account and User Information, even if such use was not authorized.

We have the right to disable any Account at any time in our sole discretion, for any or for no reason, including if, in our opinion, you have violated any provision of these Terms.

Unauthorized Use of Your Account

Numa will not be liable for any loss that you may incur as a result of someone else using your Account or User Information, either with or without your knowledge. To the extent allowed by law, you shall be liable for any expenses, including usage charges and fines, fees, civil judgments, and reasonable attorney's fees for your failure to safeguard your User Information and/or promptly notify Numa about the unauthorized use of your Account or breach of your Account information or password.

No Guarantee of Access

We reserve the right to withdraw or amend the App, and any feature or material we provide as part of the App, in our sole discretion without notice. In addition, the App may automatically be upgraded and updated without notice to you. We will not be liable for any reason if all or any part of the App is unavailable at any time or for any period.

Use and Access Restrictions

We reserve the right to refuse the use of, or access to, the App to anyone, for any reason, or for no reason, at any time. From time to time, we may restrict access to the App, or any portion thereof, to Users, including registered Users. We may, in our sole discretion, terminate your right to use the App with or without cause at any time, and may prevent your future use of the App. You may terminate this Agreement by simply discontinuing the use of the App.

Responsibilities Before and After Termination

Numa has no obligation to retain or provide you with copies of your Account Information (as defined below), User Information, or otherwise. "Account Information" is an encompassing term that is meant to include your User Information as well as Transaction history, Items listed, conversations with other Users, if and when such functionality becomes available on the App, Payment Account information, and similar information concerning the App and your App usage. This list is meant to be illustrative and not exhaustive. Numa shall not be liable to you for any deletion, loss, corruption, or withholding of your Account Information or User Information. You are solely responsible to copy and maintain all Account Information and User Information contained in your Account and Profile.

In the event that you terminate your Account, or we terminate your right to use the App, Numa may restrict your access to any Account Information, User Information, or material that you may have used or stored in the App.

Notwithstanding anything to the contrary, Numa is allowed to retain and use, including after termination, any of the Account Information for archival purposes, as well as any Items-related information for internal development or other use.

Use Requirements

You agree that you will not:

Use the App for any unlawful purpose or for the promotion of illegal activities;
Use the App to, or to attempt to, harass, abuse, or harm another person or group;
Provide others with access to or use of your Account, or use the Account or any other User without permission;
Provide false or inaccurate information in the App or in your Account;
Use the App for the purpose of exploiting, harming, or attempting to exploit or harm minors in any way by exposing them to inappropriate content, asking for personally identifiable information, or otherwise;
Make any automated use of the App, or take any action that we deem to impose or to potentially impose an unreasonable or disproportionately large load on the App;
Use any manual process to monitor or copy any of the material on the App or for any other unauthorized purpose without our prior written consent;
Copy, adapt, modify, create derivative works of, distribute, sell, or lease any part of the App or materials we provide as part of the App, including other Users’ User Information;
Reverse engineer or attempt to extract any source code of the App, unless applicable laws prohibit these restrictions, or you have our written permission to do so;
Use any software, technology, or device to scrape, spider, or crawl the App or harvest or manipulate data;
Introduce any viruses, trojan horses, worms, logic bombs, or other material that is malicious or technologically harmful;
Bypass any measures we take to restrict access to the App;
Use the App to solicit sales outside of the App;
Engage in market manipulation, for example, the creation and use of multiple accounts in an effort to create the appearance of increased demand for an Item;
The distribution or sale of counterfeit, unauthorized, stolen, B-grade, or similar non-authentic Items; or
Otherwise, interfere or attempt to interfere with the proper functioning of the App.

Unauthorized use may result in criminal and/or civil prosecution under Federal, State, and local law. If you become aware of misuse of our App, please contact us at contact@numangt.com.

Rights to Use the App

These Terms permit you to use the App for your personal use only, in accordance with the terms herein. Subject to these Terms, we hereby grant you a limited, revocable, personal, non-sublicensable, non-transferable, and non-exclusive license to access and use the App. You will use the App in full compliance with all applicable laws and regulations with regard to your use of the App.

If you breach any of these Terms, your right to use the App will terminate immediately and you must, at our option, return or destroy any copies of the materials you have made. No right, title, or interest in or to the App, or any content on the App is transferred to you.

We reserve all rights that are not expressly granted to you under these Terms.

User Interactions

Interactions with other Users

Numa has built the App in order to provide Users with the ability to connect with other Users to coordinate Transactions. The degree to which Users may interact and know each other's identity or identifying information and the degree to which Numa helps facilitate User interactions may vary from time to time, but at no time shall Numa require that Users interact with each other outside of the App. Numa requires all Transactions and related communication to be performed via the App.

YOU SHOULD PROTECT YOURSELF AT ALL TIMES, USE YOUR BEST JUDGMENT, AND TAKE GREAT SAFETY PRECAUTIONS WHEN MEETING OR INTERACTING WITH OTHER USERS. YOU ARE SOLELY RESPONSIBLE FOR YOUR SAFETY AND ANY INTERACTION YOU HAVE WITH ANY OTHER USER.

SUBJECT TO APPLICABLE LAW AND AS FURTHER PROVIDED IN THESE TERMS, NUMA IS NOT AND SHALL NOT BE LIABLE FOR, AND YOU HEREBY RELEASE AND HOLD HARMLESS NUMA FROM, ANY AND ALL LOSS, DAMAGE, HARM, INJURY, OR CLAIMS THAT ARISE FROM OR ARE RELATED TO USER INTERACTIONS, ENGAGEMENTS, OR OTHER USE OF THE APP.

User Legal Compliance

We require that Users comply with all applicable laws regarding Transactions, which may include licensing, business registration, and the like. It is solely the responsibility of each User, and not of Numa, to determine which laws are applicable to them and ensure that they are in compliance with such laws. We assume no responsibility nor make any effort to verify or ensure such compliance.

Numa Services

Numa may make available certain services in connection with Items uploaded by Users, including storage and indexation, images and/or albums presentation, and provision of valuation, grading, and/or information in connection with Items, as may be offered and/or revoked by Numa at its sole discretion from time to time (“Services”). The use of any Service may incur fees as may be published by Numa from time to time and in such case, the payment of such fees is a precondition to the use of such Services.

Some of our Services are designed to let you upload, submit, store, send, receive, or share your content. You have no obligation to provide any content to our Services and you’re free to choose the content that you want to provide. If you choose to upload or share content, please make sure you have the necessary rights to do so and that the content is lawful. Your content remains yours, however, you hereby provide us a worldwide, non-exclusive, royalty-free irrevocable license, including after you stop using the App to (i) retain, store, display host, reproduce, distribute, communicate, and use your content, (ii) publish, publicly perform, or publicly display your content, if you’ve made it visible to others; (iii) modify and create derivative works based on your content, including via inclusion in databases and/or machine learning; (iv) sublicense any of the rights to any third party. Without limitation, we are allowed to use your content for operating and improving our Services, use automated systems and algorithms to analyze your content, customize our Services for you, promote the Services via using content you have shared publicly via the App, and develop new technologies and services. Numa may suspend and/or cancel any of the Services at any time, at its sole discretion.

NUMA’S LIABILITY FOR ANY OF THE SERVICES IS RESTRICTED AND LIMITED AS MAY BE PROVIDED UNDER THESE TERMS. YOU ASSUME FULL RESPONSIBILITY FOR ANY RELIANCE ON OUR SERVICES AND/OR ANY RESULTS PRODUCED VIA THE APP AND/OR SERVICES.

Pricing, Billing and Fees

Pricing

At this time, it is free to create an Account and use the App. However, Users are required to pay fees related to Transactions and certain premium Services. These fees are outlined during the registration process and may be updated or amended from time to time (the "Fee Schedule"). Due to the presence of these potential fees, Users may be required, upon registering their Account, to enter a desired payment method as prompted ("Payment Account").

You authorize Numa and/or its Billing Agent to bill you in a manner consistent with its fee structure as found in the Fee Schedule. Fees and charges that are due as a result of a Transaction may be automatically billed to your Payment Account upon a Transaction.

Current Payment Information

You must provide Numa and/or the Billing Agent with current Payment Account information upon registration, change of Payment Account information, and at Numa's request. You are solely responsible for maintaining and updating your Payment Account information. Numa is not liable for any non-sufficient funds or other charges incurred by you as a result of such attempts to charge, and/or place holds on your Payment Account.

Billing Authorization

The following shall apply if you sign up for an Account:

You authorize Numa and/or any other company that bills for Transactions, products, or services, or acts as billing agent for Numa ("Billing Agent") to charge and/or place a hold on your Payment Account for any charges or fees related to your use of the App and/or Transactions.
You authorize the party that issued your Payment Account to pay any amounts described herein without requiring a signed receipt, and you agree that your acceptance of these Terms is authorization to the issuer to pay all such amounts.
You authorize Numa and/or its Billing Agent to continue to attempt to charge your Payment Account all amounts described herein, or any portion thereof until such amounts are paid in full.

If the Payment Account on file is declined or otherwise rejected for any fee or membership charge, the User shall have 7 days to provide updated information and payment. Failure to cure the within the 7-day grace period may, at Numa's sole discretion, result in termination of your Account without a refund. If a User wishes to reactivate their Account after deactivation from failure to pay a fee, they will be required to satisfy any debts owed to another User or to Numa before a new Account can be created.

Transactions

This section will apply to Transaction, any reference in these Terms to "Transaction" and/or "Seller" shall become applicable only if and when made available via the App, at our sole discretion.

Generally:

Sellers may list an Item for sale in the App. By listing an Item in the App, Sellers create a binding offer to sell that particular Item at a specified price ("Listing Price"). When a Buyer accepts the Listing Price, the Buyer authorizes a purchase transaction and payment via a Billing Agent (“Transaction”). Buyer must pay via PayPal or other Billing Agent which will transfer our fees to us and the balance to the Seller. Upon the occurrence of a Transaction, Seller ships the Item to Buyer. Numa has no responsibility or liability to the accuracy of the Item's description, condition and authenticity and/or the shipment, delivery or provision of any Item. It is your responsibility to ensure that all information provided is accurate for a proper transfer. Numa isn’t responsible and unable to recover money transferred to an account based on the information provided by Users. Seller and/or Buyer shall be responsible for the cost of fees charged by Billing Agent for transfers, and Seller and/or Buyer should review the Billing Agent’s terms and services as rates are subject to change and beyond the control of Numa.

Buyer and Seller are not allowed, and by using the App hereby commit not to conclude a Transaction not via Numa and/or its Billing Agent.

Seller Responsibilities:

Upon a Transaction, Sellers are responsible to ship the Item to the Buyer in the manner agreed between them.

Sellers are responsible for the accuracy of an Item's description. Sellers are required to ensure that the Item matches exactly the image that is displayed on the App, and that the described condition of the Item is a true and accurate description of the condition of the Item. Any inaccuracy, whether it be the description, condition or authenticity of an Item, may, at the sole discretion of Numa, result in penalties.

Penalties arising from Seller-related issues may include but are not limited to (i) removal of any or all Seller Items from the App; (ii) cancellation of any or all of Seller's pending Transactions on the App; (iii) withholding of any payments due to Seller; (iv) limitations on Seller's ability to buy and/or sell Items; (v) charges to Seller's Payment Account for costs, expenses, and fees incurred by Numa as a result of Seller's failure to properly comply with these Terms and; (vi) temporary or permanent suspensions of Seller's Account.

Buyer Responsibilities:

The Buyer is responsible for the completion of payment of the Transaction amount, including all additional fees and taxes. More information regarding fees and taxes can be found in our Fee Schedule. Upon a Transaction, a Buyer authorizes Numa and/or Billing Agent to charge Buyer's Payment Account. Buyer is responsible for updating Payment Account information as necessary to ensure sufficient funds and accurate information that will allow the satisfaction of payment obligations arising from a Transaction.

Penalties arising from payment-related issues may include but are not limited to (i) removal of any or all Buyer's Seller Items if said Buyer also acts as a Seller on the App; (ii) cancellation of any or all of Buyer's Seller pending Transactions on the App; (iii) withholding of any payments due to Buyer in its capacity as Buyer or Seller; (iv) place limits on Buyer's ability to buy and/or sell Items; (v) charges to Buyer's Payment Account or subsequently provided means of payment for costs, expenses, and fees incurred by Numa as a result of Buyer's failure to properly comply with these Terms and; (vi) temporary or permanent suspension of Buyer's Buyer and/or Seller Account.

Numa Responsibilities:

Numa assumes no liability or responsibility for the accuracy, completeness or fitness for use of any result of Numa’s services regarding any Item, which are provided at Numa’s sole discretion and should not be relied upon by any party without independent verification. Numa shall not be liable or responsible for any User's damage, loss, costs or expenses arising from any Numa services, regardless of whether or not such damage, loss, costs or expenses arise from the negligence of Numa.

Numa shall not be responsible for anything in connection with a Transaction unless specifically provided otherwise in these Terms.

Numa may provide historical Numa sales data as well as estimated values for Items. Any such historical sales data for an Item shall be accurate and shall be updated frequently, but Numa is under no obligation to provide such data but rather may choose to do so for the benefit of its Users. Numa's historical sales data and estimated values in no way suggest or guarantee that Items will sell for an amount that is close to or that exceeds the amount of any past Transaction or for an estimated value.

Third-Party Services

You expressly authorize Numa's service providers, including Billing Agent(s) to originate credit transfers to your financial institution account. You authorize Numa to collect and share with such third-party providers your personal information including full name, email address, and financial information, and you are responsible for the accuracy and completeness of that data. Terms of service and privacy terms of such third parties are available on such third parties’ websites.

Intellectual Property and Account Information

Intellectual Property Ownership

Numa and its licensors are the sole owners of all right, title, and interest in and to the App, including all software and technology therein, as well as any and all intellectual property rights arising therefrom. Except as otherwise provided herein or as authorized in writing by Numa, you may not modify, copy, distribute, transmit, display, perform, reproduce, publish, license, frame, create derivative works from, transfer, or otherwise use in any other way for commercial or public purposes, in whole or in part, any information, software, products, materials, or services obtained from the App.

Any use of the App not expressly permitted by these Terms is a breach of these Terms and may violate copyright, trademark, and other laws. We reserve all rights that are not expressly granted to you under these Terms.

Cooperation with Law Enforcement

Without limiting any term or provision of these Terms, we have the right to fully cooperate with any law enforcement authorities or court order requesting or directing us to disclose the identity or other information of anyone posting any Items on or through the App. YOU WAIVE AND HOLD HARMLESS NUMA AND ITS AFFILIATES, LICENSEES AND SERVICE PROVIDERS FROM ANY CLAIMS RESULTING FROM ANY ACTION TAKEN BY ANY OF THE FOREGOING PARTIES DURING, OR TAKEN AS A CONSEQUENCE OF, INVESTIGATIONS BY EITHER SUCH PARTIES OR LAW ENFORCEMENT AUTHORITIES.

Copyright Complaints

All material or information that you use post to the App must comply with applicable copyright law, depending on jurisdiction. If you are the copyright owner or an agent thereof and believe, in good faith, that any materials currently being used in connection with the App infringe upon your copyrights, you may submit a notification pursuant to the Digital Millennium Copyright Act (see 17 U.S.C 512) ("DMCA") by sending the following information in writing to Numa's designated copyright agent at contact@numangt.com:

The date of your notification;
A physical or electronic signature of a person authorized to act on behalf of the owner of an exclusive right that is allegedly infringed;
A description of the copyrighted work claimed to have been infringed, or, if multiple copyrighted works at a single online site are covered by a single notification, a representative list of such works at that site;
A description of the material that is claimed to be infringing or to be the subject of infringing activity and information sufficient to enable us to locate such work;
User Information reasonably sufficient to permit Numa to contact you, such as an address, telephone number, and/or email address;
A statement that you have a good faith belief that use of the material in the manner complained of is not authorized by the copyright owner, its agent, or the law; and
A statement that the information in the notification is accurate, and under penalty of perjury, that you are authorized to act on behalf of the owner of an exclusive right that is allegedly infringed.

Liability, Indemnification and Disputes

Assumption of Risk

You agree and acknowledge you must use maximal care and caution in all interactions with other Users, whether such interactions occur by the App, phone call, electronic communication outside of the App, or in-person interactions. While Numa does not encourage and may not even facilitate User communications, in the event that Users do interact, Numa encourages all Users to take proper precautions. If the identity of another User is discovered and leads to an interaction that either User considers inappropriate for any reason, Numa encourages the User to contact us at contact@numangt.com.

BY USING THE APP AND ENTERING INTO A TRANSACTION YOU ARE ACKNOWLEDGING THAT YOU ARE AWARE OF THE RISKS ASSOCIATED WITH USING THE APP AND ENTERING INTO A TRANSACTION.

No Warranties

THE APP, AND ANY CONTENT OR INFORMATION THEREIN, AS WELL AS ANY ITEM VERIFICATION, NUMA HISTORICAL SALES DATA, ESTIMATED VALUE, OR ANY OTHER ITEM, PRODUCT, OR SERVICE PROVIDED BY NUMA, IS PROVIDED "AS IS," WITHOUT WARRANTY OF ANY KIND. NUMA MAKES NO EXPRESS OR IMPLIED WARRANTIES REGARDING THE APP, THE USE OR PERFORMANCE OF THE APP, ITEM VERIFICATION, NUMA HISTORICAL SALES DATA, ESTIMATED VALUE OR ANY OTHER ITEM, PRODUCT OR SERVICE PROVIDED BY NUMA. WITHOUT LIMITING THE FOREGOING, WITH RESPECT TO THE APP (INCLUDING ANY CONTENT AND INFORMATION THEREIN), ANY ITEM VERIFICATION, NUMA HISTORICAL SALES DATA, ESTIMATED VALUE, OR ANY OTHER ITEM, PRODUCT, OR SERVICE PROVIDED BY NUMA, NUMA EXPRESSLY DISCLAIMS ALL WARRANTIES, WHETHER EXPRESS, IMPLIED, OR STATUTORY, INCLUDING WITHOUT LIMITATION ANY WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, SECURITY, ACCURACY, AND NON-INFRINGEMENT. WITHOUT LIMITING THE FOREGOING, NUMA MAKES NO WARRANTY OR REPRESENTATION THAT ACCESS TO OR OPERATION OF THE APP, ITEM VERIFICATION, NUMA HISTORICAL SALES DATA, ESTIMATED VALUE OR ANY OTHER ITEM, PRODUCT OR SERVICE PROVIDED BY NUMA WILL BE UNINTERRUPTED OR ERROR-FREE. YOU ASSUME FULL RESPONSIBILITY AND RISK OF LOSS RESULTING FROM YOUR USE OF THE APP OR FROM ANY ITEM VERIFICATION, NUMA HISTORICAL SALES DATA, ESTIMATED VALUE OR ANY OTHER ITEM, PRODUCT OR SERVICE PROVIDED BY NUMA.

SOME JURISDICTIONS LIMIT OR DO NOT PERMIT DISCLAIMERS OF WARRANTY, SO THIS PROVISION MAY NOT APPLY TO YOU.

NUMA IS NOT RESPONSIBLE FOR THE ACCURACY OF ANY PAYMENT INSTRUMENT INFORMATION, INCLUDING, BUT NOT LIMITED TO, WHETHER SUCH INFORMATION IS UP-TO-DATE. NUMA HAS NO DUTY OR RESPONSIBILITY TO ENSURE THAT A USER HAS A SUFFICIENT ACCOUNT BALANCE TO CONDUCT A TRANSACTION, OR TO DETERMINE IF A USER'S PAYMENT INSTRUMENT IS IN GOOD STANDING AND SUFFICIENT TO CONDUCT A TRANSACTION. USERS UNDERSTAND THAT THEY MAY INCUR FEES AND/OR CHARGES AS A RESULT OF NUMA TRANSACTIONS UNDER THE TERMS OF AGREEMENTS WITH PAYMENT INSTRUMENT ISSUERS, OR NUMA MAY BE UNABLE TO FACILITATE SOME TRANSACTIONS.

FOR ALL CLAIMS ARISING OUT OF OR RELATING TO TRANSFERS FROM THE USER'S ACCOUNT BALANCE WITH NUMA, THE SOLE REMEDY AGAINST NUMA SHALL BE LIMITED TO THE NUMBER OF FUNDS TO BE TRANSFERRED PLUS FEES AND CHARGES. IN NO EVENT SHALL NUMA BE LIABLE FOR DAMAGES FOR DELAYS, NONPAYMENT, OR UNDERPAYMENT OF A PAYMENT, WHETHER CAUSED BY AN ACT OR OMISSION OF MERCARI OR OTHERWISE, OR INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL OR PUNITIVE DAMAGES, EXCEPT AS OTHERWISE PROVIDED BY APPLICABLE LAW OR REGULATION.

Disclaimers of Liability

IN NO EVENT SHALL NUMA BE LIABLE TO YOU FOR ANY SPECIAL, CONSEQUENTIAL, INCIDENTAL, INDIRECT, EXEMPLARY, LOSS OF PROFIT, LOSS OF DATA, OR PUNITIVE DAMAGES, HOWEVER ARISING.

NUMA SHALL NOT BE RESPONSIBLE TO YOU OR ANY OTHER PARTY FOR ANY LIABILITY OR DAMAGES ARISING FROM OR IN RELATION TO YOUR USE OF THE APP, WHETHER ARISING FROM A TRANSACTION OR OTHERWISE OR ANY ITEM VERIFICATION, NUMA HISTORICAL SALES DATA, ESTIMATED VALUE OR ANY OTHER ITEM, PRODUCT OR SERVICE PROVIDED BY NUMA; THIS DISCLAIMER INCLUDES ANY AND ALL LIABILITY AND DAMAGE ARISING FROM HARM OR LOSS TO YOU, YOUR ITEM(S), YOUR REAL OR PERSONAL PROPERTY. ADDITIONALLY, NUMA SHALL NOT BE LIABLE TO YOU FOR ANY LOSSES ARISING FROM ANY SUSPENSION OR TERMINATION OF YOUR ACCOUNT, INABILITY TO ACCESS YOUR ACCOUNT BALANCE, ABILITY TO USE THE APP, OR ANY FAILURE, ERROR, OMISSION, INTERRUPTION, OR DEFECT OF THE APP.

IF YOU ARE IN ANY WAY CONCERNED ABOUT ANOTHER USER'S SUITABILITY FOR THIS APP, PLEASE LET US KNOW IMMEDIATELY.

SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OR LIMITATION OF CERTAIN DAMAGES, SO SOME OR ALL OF THE EXCLUSIONS AND LIMITATIONS IN THIS SECTION MAY NOT APPLY TO YOU.

User Disputes

ANY DISPUTE THAT ARISES BETWEEN YOU AND ANOTHER USER IS TO BE RESOLVED BY YOU AND SUCH USER. NUMA HAS NO RESPONSIBILITY TO RESOLVE ANY USER DISPUTE AND SHALL NOT BE LIABLE FOR ANY DAMAGES ARISING FROM ANY SUCH USER DISPUTE. AS SUCH, YOU HEREBY RELEASE NUMA FROM ANY AND ALL CLAIMS, DEMANDS, DAMAGES, AND LOSSES OF EVERY KIND ARISING FROM ANY USER DISPUTE.

Limitation of Liability

NUMA'S LIABILITY TO YOU FOR DAMAGES FROM ANY CAUSE WHATSOEVER, AND REGARDLESS OF THE FORM OF ACTION, WHETHER IN CONTRACT (EVEN IF A FUNDAMENTAL BREACH), TORT (INCLUDING NEGLIGENCE), PRODUCT LIABILITY, OR OTHERWISE, WILL BE LIMITED TO THE TOTAL FEES PAID BY YOU TO NUMA IN THE 12 MONTHS IMMEDIATELY PRECEDING THE EVENT THAT GAVE RISE TO SUCH LIABILITY; PROVIDED THAT IF YOU HAVE PAID NO SUCH AMOUNTS, NUMA MAXIMUM LIABILITY TO YOU SHALL BE THE GREATER OF USER'S TOTAL FEES TO NUMA FOR THE 12 MONTHS PRIOR TO THE CLAIM; OR $100.00.

SOME JURISDICTIONS DO NOT ALLOW THE LIMITATION OF CERTAIN DAMAGES, SO SOME OR ALL OF THE EXCLUSIONS AND LIMITATIONS IN THIS SECTION MAY NOT APPLY TO YOU.

Indemnification by You

YOU AGREE TO DEFEND, INDEMNIFY, AND HOLD HARMLESS NUMA (INCLUDING ITS OFFICERS, DIRECTORS, SHAREHOLDERS, EMPLOYEES, AND AGENTS) FROM AND AGAINST ANY AND ALL LIABILITIES, COSTS, EXPENSES, LOSSES, OR OTHER AMOUNTS (INCLUDING REASONABLE ATTORNEYS' FEES) INCURRED BY NUMA THAT ARISE FROM ANY CLAIM, DEMAND, OR CAUSE OF ACTION RELATING TO (1) YOUR USE OF THE APP, INCLUDING WITH RESPECT TO ANY TRANSACTION IN WHICH YOU ARE INVOLVED, (2) OUR USE OF YOUR ACCOUNT INFORMATION, (3) YOUR DISPUTES WITH OTHER USERS, (4) ANY OTHER USER'S ACTIONS OR OMISSIONS, AS THEY RELATE TO YOU, (5) YOUR BREACH OF THESE TERMS, (6) YOUR BREACH OF THE OTHER POLICIES, (7) YOUR MISUSE OF THE APP, (8) YOUR VIOLATION OF ANY LAW, OR (9) YOUR VIOLATION OF ANY OTHER USER'S OR THIRD PARTY'S RIGHTS.

AS STATED THROUGHOUT, NUMA SHALL NOT BE LIABLE AND SHALL BEAR NO LIABILITY, IN CONNECTION WITH ANY TRANSACTION. NUMA DOES NOT BUY OR SELL ITEMS OR PARTICIPATE IN ANY TRANSACTIONS BETWEEN USERS. ANY TRANSACTION IN WHICH A NUMA REPRESENTATIVE IS ACTING AS A USER SHALL BE CONSTRUED AS A USER-TO-USER TRANSACTION AND NOT AS A TRANSACTION INVOLVING NUMA. ANY DAMAGES OR LIABILITIES THAT ARISE FROM OR IN CONNECTION WITH A TRANSACTION WILL BE YOUR SOLE RESPONSIBILITY.

NUMA RESERVES THE RIGHT TO ACT AS A BUYER IN WHICH CASE THE TERMS OF THE TRANSACTION SHALL BE CONCLUDED BETWEEN NUMA AND THE SELLER. NUMA SHALL NOT HAVE ANY RESPONSIBILITY TO ADVISE SUCH SELLER ON ANY INFORMATION IT MAY HAVE IN CONNECTION WITH THE TRANSACTION AND/OR ITEM.

Limitation on Time to File Claims

YOU AGREE THAT ANY CAUSE OF ACTION RELATED TO OR ARISING OUT OF YOUR USE OF THE APP MUST COMMENCE WITHIN ONE (1) YEAR AFTER THE CAUSE OF ACTION ACCRUES. OTHERWISE, SUCH CAUSE OF ACTION IS PERMANENTLY BARRED.

Force Majeure

NUMA SHALL HAVE NO LIABILITY FOR DELAYS OR FAILURE TO MEET RESPONSIBILITIES FROM ANY CONDITION OR EVENT THAT IS BEYOND ITS REASONABLE CONTROL, INCLUDING BUT NOT LIMITED TO GOVERNMENTAL ACTION, ACTS OF TERRORISM, ACTS OF NATURE INCLUDING EARTHQUAKES, FIRE, FLOOD, OR OTHER ACTS OF GOD; OR LABOR CONDITIONS. THIS LIST IS MEANT TO BE ILLUSTRATIVE AND IS NOT EXHAUSTIVE.

Governing Law and Jurisdiction

Any claim relating to the App shall be governed by the laws of the State of Israel, without regard to any conflict of law provisions. Any litigation against Numa may be commenced only in the courts located in Jerusalem, Israel. You hereby irrevocably consent to the jurisdiction of those courts for such purposes.

Miscellaneous

Contact Information

NUMA is operated by Numa NGT Ltd., an Israeli company. Please send all feedback, comments, requests for technical support, and other communications relating to the App to: contact@Numa.org.il.

Enforceability

Even if Numa does not require strict compliance with these Terms in each instance, you are still obligated to comply with these Terms. Our failure to enforce, at any time, any of the provisions, conditions, or requirements of these Terms, or the failure to require, at any time, performance by you of any of the provisions of these Terms, will in no way waive your obligation to comply with any of the provisions of these Terms, or our ability to enforce each and every such provision as written.

Any and all waivers by Numa of any provision, condition, or requirement of these Terms will only be effective against Numa if it is in writing and signed by an authorized officer of Numa. No waiver by Numa of any term or condition set out herein shall be deemed a further or continuing waiver of such term or condition or a waiver of any other term or condition, and any failure of Numa to assert a right or provision under these Terms shall not constitute a waiver of such right or provision.

Links to Third-Party Websites, Applications, Software, or Content

As part of the App, we may provide you with convenient links to a third-party website(s) as well as content or items belonging to or originating from third parties (collectively, "Third-Party Content"). These links are provided as a courtesy to Users. Numa has no control over Third-Party Content or the promotions, materials, information, goods, or services advertised by or available from Third-Party Content. Such Third-Party Content is not investigated, monitored, or checked for accuracy, appropriateness, or completeness by Numa.

We are not responsible for any Third-Party Content posted on, available through, or installed from the App, including the content, accuracy, offensiveness, opinions, reliability, privacy practices, or other policies of or contained in the Third-Party Content. Our inclusion of, linking to, or permitting the use or installation of any Third-Party Content does not imply approval or endorsement by Numa. If you decide to leave the App and access or use any Third-Party Content, you do so at your own risk and you should be aware that our terms and policies no longer govern. You should review the applicable terms and policies, including privacy and data-gathering practices, of any third-party site or application to which you navigate from the App.

Entire Agreement & Severability

These Terms and our Privacy Policy constitute the sole and entire agreement between you and Numa regarding the App and supersede all prior and contemporaneous understandings, agreements, representations, and warranties, both written and oral, regarding the App. If any provision of these Terms is held by an arbitrator court or other tribunal of competent jurisdiction to be invalid, illegal, or unenforceable for any reason, such provision shall be eliminated or limited to the minimum extent such that the remaining provisions of the Terms will continue in full force and effect. Our rights under these Terms will survive any termination of these Terms.

Email and Legal Notice

Communications made through the Numa e-mail and messaging system, if and when available, will not constitute legal notice to Numa in any situation where notice to Numa is required by contract or any law or regulation.

You Consent to Receive Electronic Communications

For contractual purposes, you (1) consent to receive communications from Numa in an electronic form via the email address you have submitted; and (2) agree that all Terms, agreements, notices, disclosures, and other communications that Numa provides to you electronically satisfy any legal requirement that such communication would satisfy if it were in writing. The foregoing does not affect your non-waivable rights. We may also use your email address, to send you other messages, consistent with and as described in more detail in our Privacy Policy. You may opt out of such email by changing your Account settings or sending notice of opt-out to contact@numangt.com.

We May Amend the App and These Terms

We may update the App (including its content, materials, and features) from time to time. Please be advised that any content contained on the App may not necessarily be complete or up-to-date. Any of the material on the App may be out of date at any given time, and we are under no obligation to update such material.

We may revise and update these Terms from time to time in our sole discretion. All changes become effective immediately when we post them and upon your continued use of the App.

It is your responsibility to check the App from time to time, so you are aware of any changes. If you continue to use the App after we post revised Terms, Privacy Policy, or other policy you signify your agreement to such revised Terms and policies. However, we shall notify you of material changes to the Terms or other policies by posting a notice in the App and/or sending an email to the email address you provided in your Profile upon registration. For this reason, you should keep your contact and profile information current. If, following such changes, you no longer agree to these Terms or the Privacy Policy, you must discontinue using the App.

General Acknowledgment

YOU ACKNOWLEDGE THAT YOU HAVE READ AND UNDERSTAND THESE TERMS, AND WILL BE BOUND BY THESE TERMS. YOU FURTHER ACKNOWLEDGE THAT THESE TERMS OF SERVICE TOGETHER WITH THE PRIVACY POLICY AND ANY OTHER TERMS PUBLISHED BY NUMA REPRESENT THE COMPLETE AND EXCLUSIVE STATEMENT OF THE AGREEMENT BETWEEN US, AND SUPERSEDE ANY PROPOSAL OR PRIOR AGREEMENT ORAL OR WRITTEN, AND ANY OTHER COMMUNICATIONS BETWEEN US RELATING TO THE SUBJECT MATTER OF THIS AGREEMENT.