Terms of Service

Last Updated: October 18, 2019

PLEASE READ THESE TERMS AND CONDITIONS CAREFULLY. THEY IMPOSE LEGAL OBLIGATIONS ON YOU AND AFFECT YOUR LEGAL RIGHTS WITH RESPECT TO Number Trace, LLC, INCLUDING TERMINATION FEES FOR EARLY CANCELLATION OF SERVICE, REQUIRING MANDATORY ARBITRATION OF DISPUTES, AND LIMITING Number Trace, LLC’s LIABILITY. Number Trace, LLC IS WILLING TO PROVIDE YOU SERVICES ONLY ON THE CONDITION THAT YOU AGREE TO THESE TERMS. THE TERM “WEB SITE”, AS USED BELOW, SHALL REFER TO Number Trace, LLC’s INTERNET WEB SITE, THE HOME PAGE OF WHICH IS LOCATED AT https://www.numbertrace.com.

This Agreement (together with all exhibits, appendices and other agreements, documents, rules and regulations, attached or linked hereto or referenced herein, as the same may be amended from time to time, including as posted on the Web Site, the “Agreement” or the “Customer Terms of Service”) is made by and between Number Trace, LLC (“we,” “us” or “Number Trace”) and the user (“you,” “user” or “Customer”) of Number Trace’s information services, software, and client or Web based applications, including, without limitation, Lookup, Monitor, Verify, Healthcheck services, and features and functionalities described on the Web Site (together with any related documentation, the “Service”). By subscribing to, activating and/or using the Service, you acknowledge that you have read and understand these terms and conditions and agree to be bound by them and by the terms of Number Trace’s applicable schedules, and public disclosures, if any, which are incorporated into this Agreement by reference. You also represent that you are at least 18 years of age and are legally capable and authorized to enter this Agreement and become bound by its terms as an individual or as an authorized representative of an organization, and that you will be using the Service for an authorized business use only. In the event of a conflict between any service description, FAQ or other terms regarding the Service located on the Web Site and these Customer Terms of Service, the latter shall govern.

IF YOU DISAGREE WITH ANY OF THESE TERMS, DO NOT ACCESS OR USE THE SERVICES.

1. TERM OF SERVICE

1.1 Initial Term

Service is provided for either a term of thirty (30) days or one (1) year, depending on whether you select a “monthly” plan or an “annual” plan (the “Term”). In either case, the initial Term begins on the date that you purchase the License for Service (the “Commencement Date”). You are purchasing the non-exclusive non-transferable limited License to access the Service for the full length of the applicable Term. This means that if you terminate Service prior to the end of the then current Term (which shall constitute a Default as described below), you will be responsible for the full Term’s charges as if you remained a customer through the end of the then-current Term, including, without limitation, outstanding charges, unbilled charges, and any applicable termination fee, as described below (collectively, “Default Charges”). In addition, you will not be entitled to a refund for any unused portion of prepaid Term charges.

1.2 Renewal

The Term for all Service plans will renew automatically for successive Terms of the same length without further action by or notice to you unless you notify Number Trace of non-renewal at least fifteen (15) days before the end of the then current Term by calling customer service.

1.3 Termination

We reserve the right, in our sole discretion, to modify, suspend, or terminate the Service without notice for any reason, including without limitation, for your failure to pay any sum due hereunder, for suspected fraud or other activity, for your termination of the Service prior to the end of the then current Term, and/or for any other breach of this Agreement (each, a “Default”). We reserve the right to determine, in our sole discretion, what constitutes a Default and you agree that our determination is final and binding on you. In the event of a Default, you shall pay Number Trace all Default Charges within fifteen (15) calendar days of your receipt of a bill for such charges, and shall reimburse Number Trace for all attorney, court, collection and other fees and costs incurred by Number Trace in the enforcement of its rights hereunder. Notwithstanding the foregoing, you may switch to a higher cost plan at any time without being in Default. In the event you make such a switch during a Term, you immediately will be billed a prorated amount of the difference between your previous monthly or annual plan fee and that associated with your new plan based on the amount of time left in the current Term.

2 LICENSE OF AND ACCESS TO THE SERVICE

2.1 User Account Creation

You must register and create a User Account in order to access and use our Service. As part of the creation of the User Account, you will need to create a login by selecting a user name, password, and answering all required questions (“Account Data”). You agree, by establishing a User Account that: a) the Account Data you provide will be true, accurate, current, and complete as of the date you provide it; b) to maintain and update your Account Data to keep it current, accurate, and complete; and c) that we may contact you and require you to confirm some or all of your Account Data before using or continuing using our Service. We reserve the right to terminate the non-exclusive limited License granted to you to access the Service, and to refuse to provide you with access to the use of the Service if, in our sole discretion, we determine that any of your Account Data is, or appears to be inaccurate, incomplete, or out-of-date.
Except for the non-exclusive, non-transferable License for you to use the Service for your personal or internal business purposes as set forth in these Terms of Service, you are not receiving a license or any other rights from Number Trace, including intellectual property rights or other proprietary rights from us.

2.2 User Account Security

You are responsible for maintaining the security of your User Account, including the confidentiality of your Account Data, and for all the activities, charges, liabilities, that occur from your User Account, whether or not authorized by you. You agree that you will not sub-lease, transfer, sell, or assign your rights in your User Accounts. You must notify us immediately of any unauthorized use of your User Account, login credentials, passwords, or any other security breach which you become aware of by contacting us at Legal and Reulatory. We are not responsible for any loss or damage arising from your failure to comply with this Section. Any fraudulent, abusive, or otherwise illegal activity, in our sole discretion, may be grounds for immediate suspension or termination of your account, and we may refer you to appropriate law enforcement agencies.

2.3 Auditing of User Account

We reserve the right to audit your use of our Service. You agree, by using the Service, to cooperate with our audit, and to provide us all documentation reasonably requested related to your User Account.

3 USE OF SERVICE

3.1 Lawful Use of Service

You are responsible for determining which laws apply based upon your use of the Service, and are required to adhere to the same. You must take reasonable steps to ensure that the information you obtain from the Service is stored in a secure manner.

3.1.1 Prohibited Uses

You agree to use the Service only for lawful purposes and within your organization’s usage requirements for the Information retrieved from Number Trace’s Service. “Information” may include, but is not limited to, the routing or porting of, customer or underlying carrier or provider contact information related to, or the blocking of Short Message Service or long-code messaging to a telephone number.
This Information is not to be used for transmitting or receiving any communication, content or material of any kind which, in Number Trace’s sole judgment, is unlawful, harassing, libelous, abusive, threatening, harmful, vulgar, obscene or otherwise objectionable, including where the transmission, receipt and/or possession of such communication or material would constitute a criminal offense, give rise to a civil liability, or otherwise violate any applicable local, state, national or international law. You will not use the Services or information derived from the Services in combination with any purpose, or personal information, covered under the Gramm-Leach-Bliley Act, Health Insurance Portability and Accountability Act, or the Children’s Online Privacy Protection Act. You are prohibited from using the Service to locate any information regarding a person under the age of 18, and famous persons, and governmental officials. You are also prohibited from using the Service to develop or send any commercial e-mail or SMS that does not comply with SHAKEN-STIR, CAN-SPAM, the Telephone Consumer Protection Act, or any other applicable state or federal law. Number Trace reserves the right to terminate your User Access and access to the Service immediately and without advance notice if Number Trace, in its sole discretion, believes that you have violated the above restrictions, in which case you will be responsible for paying the Default Charges.

3.1.2 Unauthorized Access to User Account

You are liable for any and all use of the Service by any person making use of the Service with your User Account and agree to indemnify, defend and hold harmless the Number Trace Indemnities from and against any and all claims, losses, damages, fines, penalties, costs, liabilities and expenses (including, without limitation, attorney fees and costs, including costs on appeal) incurred or suffered by any of such Number Trace Indemnities (collectively, “Indemnifiable Damages”) arising out of any such use that fails to comply with this Section. If Number Trace, in its sole discretion, believes that you have violated the above restrictions, Number Trace may forward the objectionable material, as well as your communications with Number Trace and your personally identifiable information to the appropriate authorities for investigation and prosecution.

3.1.3 Copyright / Trademark / Unauthorized Usage of Device, Firmware or Software

The Service, including any firmware or software used to provide the Service or provided to Customer in conjunction with providing the Service (including firmware embedded in any Equipment), and all information, documents and materials provided or offered by Number Trace and on the Web Site are protected by trademark, copyright and/or other intellectual property laws and international treaty provisions. All websites, corporate names, service marks, trademarks, trade names, logos and domain names (collectively “marks”) of Number Trace are and shall remain the exclusive property of Number Trace and nothing in this Agreement shall grant you the right to right or license to use such marks. You acknowledge that you are not given any license to use any firmware or software used to provide the Service or provided to you in conjunction with providing the Service, other than a nontransferable, non-exclusive revocable License to use the same (without making any modification thereto) strictly in accordance with the terms and conditions of this Agreement, and is exclusively for use in connection with the Service. You represent and warrant that you possess all required rights, including software and/or firmware licenses, to use any other equipment permitted to be used with the Service and you agree to indemnify, defend and hold harmless Number Trace and the Number Trace Indemnities from and against any and all Indemnifiable Damages incurred or suffered by them arising out of or in connection with your use of such equipment with the Service.

3.1.4 Other Unauthorized Use and Access. You may not do any of the following while accessing or using the Services:

Any of these activities may result in immediate suspension or termination of your User Account, subject you to additional liabilities, and we may refer you to law enforcement.

3.2 Compliance With Law

In connection with your use of the Service, you agree to comply with all applicable Federal, state, local, and international laws, rules, regulations, ordinances and decrees, including, without limitation, U. S. export laws (discussed further below) concerning the transmission of technical data and other regulated materials via the Service. You are responsible for your compliance with all laws, and agree to indemnify and hold harmless Number Trace for any violations committed by you, your employees, agents, contractors, or other third party utilizing your Service.

3.2.1 Compliance with Export Laws

Because our Services, including any software provided in connection with your use of the Services, may be subject to applicable U.S. export control laws and economic sanctions. You agree to comply with all international and domestic export laws and economic sanctions as they may apply to our Services and any software provided in connection thereof. Should you transfer or resell the Services to the extent permitted by these Terms of Service, you agree to comply with any licensing or authorization requirements necessary to export, re-export, or transfer any software necessary to utilize the Services. For your reference, these laws may preclude or restrict destinations, End Users, and end use for the Services and software. You are prohibited from transferring any software, or our Services without U.S. government authorization to any entity on a U.S. government exclusion list (for example the Treasury Department’s List of Specially Designated Nationals and Consolidated Sanctions List, and the Department of Commerce’s List of Denied Persons, Entity, or Unverified List). You also represent that you are not on a U.S. government exclusion list or under control of, or agent, for any entity on any similar list, and you further warrant that if you become placed on any such list, or under the control of any entity on such list, you will cease utilizing our Services, including, but not limited to, software immediately.

3.2.2 Fair Credit Reporting Act

We are not a consumer reporting agency for purposes of the Fair Credit Reporting Act, 15 U.S.C. Sec. 1681 et seq. (“FCRA”). None of the information in our databases has been collected, in whole or in part, for the purpose of furnishing “consumer reports,” as defined in the FCRA, and the additional protections afforded to consumers, and obligations placed on credit reporting agencies, are not contemplated by, nor contained within, these Terms.

You may not use any information obtained from the Services in connection with determining a prospective candidate’s suitability for:

3.2.3 Public Records

You understand that the Service provide access to databases that may contain both private and public information, aggregated into the Service, provided for informational services only. Number Trace does not independently verify any Content. While we are constantly updating and refining the Services, we do not warrant or guarantee that the results provided will be accurate and up to date and, consequently, we are not responsible or liable for the accuracy, completeness, usefulness, or legality of any Content or the availability or unavailability of the Service. We do not make any representation or warranty as to the character or the integrity of the person, business, or entity that is the subject of any searches. We also reserve the right to delete any information from its databases at any time.

3.3 Interacting with Number Trace Staff

We value you as customers and also equally value all of our staff so expect you to do the same when interacting with them – accordingly any abusive, threatening or other types of such language or behavior is not acceptable and may cause us to end your service immediately.

3.4 Privacy

You acknowledge that the Service relies, in whole or in part, on the public Internet and third-party networks to transmit Information. For this reason, Number Trace cannot guarantee and does not warrant that your communications and transmissions using or accessing the Service will be secure or private. You acknowledge that the technical processing and transmissions of the Services, including your content, may involve transmissions over various networks, changes to conform and adapt to technical requirements of connecting networks or devices, and single or multiple human assisted transcription. We will collect, store, compile and utilize information about you, your computer, smartphone or other device, and your use of the Services, including information that you provide in response to questionnaires, surveys and registration forms. You understand that we may preserve content and may disclose content, including searches attributed to your account, your name, telephone number, credit card information and other personal information, if required to do so by law or in the good faith belief that such preservation or disclosure is reasonably necessary to:

  1. Comply with law enforcement or other governmental agency requests;
  2. Comply with laws, regulations, rules, subpoenas, search warrants, or court orders;
  3. Identify, contact, or bring legal action against someone who may be misusing the Service, a device, or both;
  4. Protect the rights, property, or personal safety of Number Trace, its Users, and the public; or
  5. Help to resolve and analyze customer support issues related to call quality as reported by customers during the short time period during which call data is retained

By using the Service, you grant us a world-wide, royalty-free perpetual, irrevocable license to use, reproduce, perform, modify, distribute, display, create derivative works in, store, and archive such content. Please refer to our Privacy Policy for additional information.

3.5 General Terms of Use

General terms of use of the Web Site may be found at https://www.numbertrace.com and are incorporated herein by this reference (the “General Terms of Use”). In the event of a conflict between the General Terms of Use and these Customer Terms of Service, the latter shall govern.

4. WEBSITE

4.1 Number Trace does not permit copyright infringing activities and infringement of intellectual property rights on its web site, and Number Trace will remove all audio, text or other submissions if properly notified that such submission infringes on another’s intellectual property rights. Number Trace reserves the right to remove audio, text and other submissions without prior notice.

If you are a copyright owner or an agent thereof and believe that any User Submission or other content infringes upon your copyrights, you may submit a notification pursuant to the Digital Millennium Copyright Act (“DMCA”) by providing our Copyright Agent with the following information in writing (see 17 U.S.C 512(c)(3) for further detail):

  1. A physical or electronic signature of a person authorized to act on behalf of the owner of an exclusive right that is allegedly infringed;
  2. Identification 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;
  3. Identification of the material that is claimed to be infringing or to be the subject of infringing activity and that is to be removed or access to which is to be disabled and information reasonably sufficient to permit the service provider to locate the material;
  4. Information reasonably sufficient to permit the service provider to contact you, such as an address, telephone number, and, if available, an electronic mail;
  5. 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
  6. 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.

Number Trace’s designated Copyright Agent to receive notifications of claimed infringement is: Name: Address: Electronic mail address: Phone number:

You understand and acknowledge that if you fail to comply with all of the requirements of this Section, your DMCA notice may not be valid. Moreover, you acknowledge and understand that you may be liable for damages, including costs and attorneys’ fees, if you misrepresent that the material in question is infringing. Counter-Notice. If you believe that your User Submission that was removed (or to which access was disabled) is not infringing, or that you have the authorization from the copyright owner, the copyright owner’s agent, or pursuant to the law, to post and use such content, you may send a counter-notice containing the following information to the Copyright Agent:

  1. Your physical or electronic signature;
  2. Identification of the content that has been removed or to which access has been disabled and the location at which the content appeared before it was removed or disabled;
  3. A statement that you have a good faith belief that the content was removed or disabled as a result of mistake or a misidentification of the content; and
  4. Your name, address, telephone number, and e-mail address, a statement that you consent to the jurisdiction of the federal court in or very near Bettendorf, IA, and a statement that you will accept service of process from the person who provided notification of the alleged infringement. If a counter-notice is received by the Copyright Agent, Number Trace may send a copy of the counter-notice to the original complaining party informing that person that it may replace the removed content or cease disabling it in 10 business days. Unless the copyright owner files an action seeking a court order against the content provider, member or user, the removed content may be replaced, or access to it restored, in 10 to 14 business days or more after receipt of the counter-notice, at Number Trace’s sole discretion.

4.3 Third-Party Websites

We may, as a convenience to you, make links to third-party Web sites or resources available on or through the Services. We are not responsible in any way for, and does not make any representation, warranty, guarantee or endorsement regarding any third-party Web sites and resources which may be accessed through us. In addition, We do not endorse or adopt, and is not directly or indirectly responsible or liable for: (i) any content, advertising, goods or services, or other materials available on or from such Web sites or resources; or (ii) any damage or loss caused or alleged to be caused by or in connection with use of or reliance on any such content, advertising, goods, services or other materials on or available from such Web sites or resources. You acknowledge sole responsibility for and assume all risk arising from your use of any third-party Web sites or resources. You also acknowledge that you will not link to our Service without prior written consent from us

5. PAYMENT

5.1 Payment Methods

Upon purchase of the Service, you must provide us with a valid credit card number (Visa, MasterCard, American Express or Discover) or checking account information. You authorize us to charge such credit card number or checking account for all charges and fees relating to the Service. You must notify us of any change to your credit card or checking account information including, but not limited to, the account number, routing number, expiration date, billing address and/or other validation information. We reserve the right to transfer customer’s authorization to charge their credit card onto any new credit card replacing existing one. We are not responsible for any charges assessed by the credit card issuer or bank on your account for exceeding your credit limit, insufficient funds or any other reason. If we suspect fraud, we may immediately suspend your account without notice. Number Trace reserves the right to charge a fee for any chargebacks unless in connection with a valid dispute recognized by Number Trace as due to Number Trace’s error.

5.2 Taxes

You are responsible for, and shall pay, any applicable federal, state, municipal, local or other governmental sales, use, excise, value-added, personal property, public utility, regulatory and/or other taxes, fees and charges now in force or enacted in the future, that arise from or are imposed as a result of your subscription, payment or use for or of the Service. Such amounts are in addition to all other charges for the Service and will be billed to your account.

5.5 Billing and Credit

For all Service plans, fixed charges will be billed to you in advance on the first day of each Term. Any usage based, and all other applicable charges will be billed monthly in arrears. We will email you a monthly statement (or a link thereto) which shows recent billing activity. If you require a paper statement, you can print a PDF version of your statement from within your control panel. In some cases, we may agree to send you a monthly statement by postal mail. However, an additional fee may apply. You hereby authorize us to automatically charge the credit card number on file for your account at the time we send your monthly statement, or at any time during the month in the event accrued toll charges are substantially higher than your average. We will keep your recurring credit card authorization on file until we receive written instructions from you indicating otherwise. Our provision of Service to you is at all times subject to credit approval by us. You agree to provide us with such credit information or assurance as we may reasonably request from time to time. You acknowledge that we may discontinue credit at any time without notice and/or require a deposit. In the event you dispute any charges billed to you, you must notify us in writing within ten (10) days of the date of the applicable statement or you will waive any objection and any further remedy with respect thereto. Written statements disputing charges must be sent to: 2701 Devils Glen Road, Suite 200, Bettendorf, IA, 52722.

5.6 Delinquent Accounts

If you fail to pay your bill when due for any reason, Number Trace may suspend or terminate the Service without prior notice, in which case all accrued charges shall be immediately due (including Default Charges if assessed by Number Trace), plus a late fee to cover our administrative costs of the greater of 1.5% per month or $5.00 per month, whichever is greater and to the extent permitted by applicable law, accrued from the date of invoice until payment in full is received by Number Trace. We will not reactivate a suspended account until we receive payment in full, at which time it will be subject to a account reactivation fee as stated in your service schedule. Although we may suspend your account, you are not eligible for a pro-rated refund for the time that your account was suspended. If we terminate your Service, your account will be terminated, and all files, emails, settings, configuration and other data stored by Number Trace will be deleted and your phone number(s) may be reassigned. If collection efforts are required on amounts due to us that are delinquent, you shall be liable to Company for all costs of collection including reasonable attorney’s fees and fees of any outside collection agencies.

6. LIMITATION OF WARRANTIES, LIABILITY AND REMEDIES; INDEMNIFICATION

6.1 No Warranties

We make no warranties regarding the Service, express or implied, oral or written, statutory or contractual, including but not limited to, any implied warranties of merchantability, fitness for a particular purpose or use, title or non-infringement or any warranty arising by usage of trade, course of dealing or course of performance. All Service is provided “as is”. We do not warrant that the Service (including firmware and software) will be without failure, delay, interruption, error, mistranslation or degradation of quality, or that your use of the same will not result in loss of content, data, or information, and hereby disclaim any and all liability with respect thereto, including, without limitation, any liability in connection with the deletion or failure to store or send any communications or data maintained or transmitted by or through the Service.

WE HAVE NOT VERIFIED THE DATA OR INFORMATION AVAILABLE THROUGH THE SERVICE AND DO NOT WARRANT ITS ACCURACY, LEGITIMACY, TIMELINESS, LEGALITY OR COMPLETENESS. ANY DATA OR INFORMATION PURCHASED FROM US VIA THE SERVICES IS PROVIDED “AS IS,” WITHOUT WARRANTY OF ANY KIND, EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, FITNESS FOR A PARTICULAR PURPOSE, TITLE, OR IMPLIED WARRANTIES OF MERCHANTABILITY OR NON-INFRINGEMENT. From time to time we may modify, suspend or discontinue any of the Service with or without notice to you. We are not liable to you for any such modification, suspension or discontinuance. We may establish certain policies and practices concerning use of the Service, such as the maximum number of search reports, message board postings or other Information that can be retrieved through the Service and the number of days that these items will be retained on our systems. In addition, you will not be entitled to any credits or other compensation for any of the same. Statements and descriptions concerning the Service, if any, made by Number Trace or any Number Trace Indemnities (unless confirmed in a writing signed by an authorized officer of Number Trace) are intended to be informational in nature only and shall not be construed as a warranty of any kind.

6.2 Limitation of Liability

6.2.1 NEITHER Number Trace NOR ANY OF THE Number Trace INDEMNITIES WILL BE LIABLE FOR UNAUTHORIZED ACCESS TO OUR OR YOUR NETWORK, FACILITIES OR PREMISES EQUIPMENT OR FOR UNAUTHORIZED ACCESS TO, OR ALTERATION, THEFT, DAMAGE OR DESTRUCTION OF, ANY DATA, PROGRAMS, OR OTHER INFORMATION OR PROPERTY THROUGH ACCIDENT, FRAUDULENT MEANS, DEVICES, OR ANY OTHER METHOD, REGARDLESS OF WHETHER SUCH DAMAGE OCCURS AS A RESULT OF THE NEGLIGENCE OF Number Trace OR ANY Number Trace INDEMNITIE. IN NO EVENT SHALL Number Trace OR ANY OF THE Number Trace INDEMNITIEES BE LIABLE FOR ANY DIRECT, INDIRECT, INCIDENTAL, SPECIAL, PUNITIVE, EXEMPLARY OR CONSEQUENTIAL DAMAGES OF ANY KIND, OR FOR ANY LOST REVENUE, PROFITS, DATA OR USE, LOSS OF GOODWILL OR OTHER INTANGIBLE LOSSES, ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT, INCLUDING BUT NOT LIMITED TO IN CONNECTION WITH ANY PERSONAL INJURY OR WRONGFUL DEATH, OR ARISING OUT OF OR IN CONNECTION WITH YOUR OR ANY THIRD PARTY’S USE OR INABILITY TO USE THE SERVICE, INCLUDING YOUR OR THEIR INABILITY TO ACCESS EMERGENCY SERVICE PERSONNEL THROUGH OR TO OBTAIN EMERGENCY HELP, EVEN IF WE OR THEY HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, REGARDLESS OF THE FORSEEABILITY THEREOF, AND IRRESPECTIVE OF WHETHER ARISING OUT OF TORT, CONTRACT, PRODUCT LIABILITY, OR ANY OTHER THEORY OF LAW OR EQUITY. WITHOUT LIMITING THE GENERALITY OF THE FOREGOING, Number Trace DISCLAIMS ALL RESPONSIBILITY AND LIABILITY FOR ANY ACTS AND/OR OMISSIONS OF EMERGENCY SERVICE PERSONNEL (INCLUDING THEIR FAILURE TO ANSWER 911 CALLS), AND OF ANY OTHER THIRD PARTIES BEYOND OUR CONTROL.

6.2.2 NOTWITHSTANDING ANYTHING HEREIN TO THE CONTRARY, YOUR SOLE AND EXCLUSIVE REMEDIES FOR DELAYS IN INSTALLATION, ACTIVATION, COMMENCEMENT, OR RESTORATION OF THE SERVICE, FOR MISTAKES, ACCIDENTS, OMISSIONS, MISTRANSLATIONS, DELIVERY FAILURES, INTERRUPTIONS, DELAYS, ERRORS OR DEFECTS IN TRANSMISSION OR THE PROVISION OF SERVICE HEREUNDER, OR FOR ANY OTHER CLAIM OR DISPUTE ARISING OUT OF OR RELATING TO THIS AGREEMENT OR THE SERVICE SHALL BE THE EXPRESS REMEDIES SET FORTH IN THIS AGREEMENT. IN THE EVENT ANY OF THE FOREGOING LIMITATIONS ARE FOUND TO BE UNENFORCEABLE, AND FOR ALL OTHER PURPOSES, IN NO EVENT SHALL OUR MAXIMUM LIABILITY ARISING OUT OF THIS AGREEMENT AND/OR THE SERVICE EXCEED THE AMOUNT ACTUALLY PAID BY YOU IN THE PREVIOUS TWELVE MONTHS FOR SERVICES PROVIDED HEREUNDER.

6.2.3 Number Trace RESERVES THE RIGHT TO INVESTIGATE AND TAKE APPROPRIATE LEGAL ACTION AGAINST ANYONE WHO, IN Number Trace’S SOLE DISCRETION VIOLATES THESE TERMS, INCLUDING, WITHOUT LIMITATION, REMOVING OFFENDING CONTENT FROM ITS SERVICES, SUSPENDING AND TERMINATING ACCESS OF SUCH VIOLATORS AND REPORTING YOU TO THE LAW ENFORCEMENT AUTHORITIES.

6.3 Indemnification

Customer agrees to defend, indemnify, and hold harmless Number Trace and the Number Trace Indemnities from and against all Indemnifiable Damages incurred or suffered by any of them arising out of or relating to this Agreement, or your use of the Information obtained from the use of the Service, except to the extent caused by our own gross negligence or willful misconduct. This Section shall survive termination or expiration of this Agreement.

7.# RESOLUTION OF DISPUTES; GOVERNING LAW; CALEA

7.1 Mandatory Arbitration of Customer Claims

ANY DISPUTE OR CLAIM YOU MAY HAVE AGAINST Number Trace ARISING OUT OF OR RELATING TO THE SERVICE OR THIS AGREEMENT (INCLUDING THE INTERPRETATION THEREOF) SHALL BE RESOLVED EXCLUSIVELY BY YOUR COMMENCEMENT OF AN ARBITRATION PROCEEDING BEFORE A SINGLE ARBITRATOR ADMINISTERED BY THE AMERICAN ARBITRATION ASSOCIATION IN ACCORDANCE WITH ITS COMMERCIAL ARBITRATION RULES. THE ARBITRATION SHALL BE HELD IN BETTENDORF, IA. The parties agree that no arbitrator has the authority to: (i) award relief in excess of what this Agreement provides; or (ii) award punitive or exemplary damages. Judgment on the award rendered by the arbitrator may be entered in any court having jurisdiction thereof. All claims shall be arbitrated individually and you will not bring, or join a punitive or certified class action to arbitration or seek to consolidate or bring previously consolidated claims in arbitration. You acknowledge that this arbitration provision constitutes a waiver of any right to a jury trial and may require you to travel to a location beyond your place of residence or business in order to commence and participate in the arbitration. You further agree that regardless of any statute or law to the contrary, any such arbitration must be filed by within one (6) months after the underlying claim or cause of action arose or the same will be deemed forever waived by you.

7.2 Governing Law

The Agreement and the relationship between you and Number Trace shall be governed by the laws of the State of Iowa without regard to its conflict of law provisions. With respect to any claims or disputes Number Trace may have against you, you agree to submit to the personal and exclusive jurisdiction of the state and Federal courts located in or nearest to Bettendorf, IA.

7.3 CALEA

You acknowledge that Number Trace intends to fully comply with the Communications Assistance for Law Enforcement Act of 1984, and all rules and regulations promulgated thereunder, as the same may be amended from time to time (“CALEA”), as applicable to its Service. You agree and consent to Number Trace’s right to monitor, tap, trace and otherwise disclose the nature and content of your communications if and as required by law enforcement authorities without notice to you and to provide such other assistance to law enforcement authorities as may lawfully be requested by them.

8. CHANGES TO AGREEMENT, SERVICE AND PRICING

9. MISCELLANEOUS

9.1 Entire Agreement

This Agreement constitutes the entire agreement between you and Number Trace with respect to the subject matter hereof and expressly supersedes and replaces any prior or contemporaneous agreements, written or oral, relating to the Service. Without limiting the generality of the foregoing, the terms and conditions of this Agreement are in lieu of and replace any and all terms and conditions set forth in any documents that may be issued by you, such as, but not limited to, purchase orders. ANY OTHER TERMS OR CONDITIONS ON ANY SUCH DOCUMENT ISSUED BY YOU AT ANY TIME (INCLUDING ADDITIONAL, DIFFERENT, OR CONFLICTING TERMS) ARE HEREBY OBJECTED TO BY Number Trace AND SHALL NOT BE BINDING IN ANY WAY ON Number Trace.

9.2 Assignment

This Agreement shall be binding upon and inure to the benefit of the parties hereto and their respective successors and permitted assigns. Notwithstanding the foregoing, you shall not assign, delegate, or transfer any of your rights or obligations hereunder without the prior written consent of Number Trace.

9.3 Waiver and Severability

Number Trace’s failure at any time to require your performance of any provision of this Agreement shall in no way affect our right at a later time to enforce the same. In addition, no waiver by Number Trace of a breach of any provision of this Agreement, whether by conduct or otherwise, in any one or more instances, shall be deemed to be or construed as a further or continuing waiver of such breach of any other term of this Agreement. In any case, no act or omission by Number Trace shall be construed as a waiver of any provision of this Agreement unless it is confirmed in a writing signed by an authorized officer of Number Trace. If any part of any provision of this Agreement shall be invalid or unenforceable under applicable law or conflict with any law, such provision shall be restated to reflect the original intentions of the parties in accordance with applicable law or, if such restatement is not possible, severed from the Agreement. In any case, the remaining parts of such provision and/or the remaining provisions of this Agreement shall remain in full force and effect.

9.4 No Third-Party Beneficiaries

This Agreement is for the benefit of the parties hereto and is not intended to confer any rights or benefits on any third party. There are no third-party beneficiaries as to this Agreement or any part or specific provision of this Agreement.

9.5 Survival

Any provision of this Agreement that imposes or contemplates continuing obligations on a party will survive the expiration or termination of this Agreement or the Service.

9.6 Force Majeure

Without limiting the generality of any of the other limitations contained in this Agreement, Number Trace shall not be liable for any delay or failure in performance directly or indirectly caused by or resulting from acts of God, fire, flood, accident, riot, war, government intervention, embargoes, strikes, labor difficulties, equipment failure, late delivery by suppliers or other causes beyond Number Trace’s control.

9.7 Notices

YOU AGREE THAT Number Trace WILL COMMUNICATE WITH YOU VIA ELECTRONIC MAIL SENT TO THE EMAIL ADDRESS ASSOCIATED WITH YOUR ACCOUNT. YOU ARE RESPONSIBLE FOR NOTIFYING Number Trace OF ANY CHANGES TO YOUR EMAIL ADDRESS BY UPDATING YOUR ACCOUNT PROFILE ON THE WEB SITE. WE USE EMAIL TO COMMUNICATE IMPORTANT INFORMATION ABOUT THE SERVICE, BILLING, CHANGES TO THE SERVICE AND OTHER INFORMATION. THE INFORMATION IS TIME-SENSITIVE IN NATURE. YOU MUST READ ALL EMAIL WE SEND TO YOU IN A TIMELY MANNER.

Last Updated: October 18, 2019