End User Agreement

Last updated: October 31, 2023

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Hello, welcome to KASH powered by Leap Financial. We are pleased to provide you with access to our “Services,” which means, collectively, our proprietary platform, including our website, web-based and mobile applications, and other mediums, or portions of such mediums, through which you have accessed this End User License Agreement (these “Terms”).

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Please read these Terms carefully before using our Services. By using our Services or by clicking or tapping to accept or agree to these Terms when this option is made available to you, you accept and agree to these Terms, including our Privacy Policy and any other terms we provide separately. If you do not agree with these Terms or any portion of these Terms (including any portion of our Privacy Policy), you must not access or use our Services. These Terms are included in the Sections listed below.

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1. Overview of our Services

2. Your Use of Our Services

3. Your Information and Security

4. Licensing

5. Our Intellectual Property Rights

6. Linking to Our Services and Social Media Features

7. International

8. Authorization to Contact You

9. No Representations or Warranties

10. Limitations on Our Liability

11. Your Indemnification of Us

12. Legal Disputes

13. Miscellaneous

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1. Overview of our Services

General. Our services enable you to send, transfer and request funds, also you can perform other services such as mobile reload (top-ups) and bill payments. A “Sender” is the user that uses our Services to send or transfer funds. A “Recipient” is an individual who receives funds from a Sender through our Services. A “Transaction" or "Transfer” is a specific instruction to send or transfer funds through our Services. We have no responsibility for the actions of Recipients or for the subject of any transfers. We do not guarantee that a Sender or a Recipient can or will complete a transaction.

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a) The Service is intended for our customers to send or request mobile reloads and  bill payments for themselves, family, and friends. We recommend using the Service only to send mobile reloads or pay bills to people you know personally. You should never use the Service to send mobile reloads or pay bills to strangers to support illicit activities. The reload you sent, or the bill you paid will not be recoverable; they’re your entire responsibility. Please be aware that we never KASHs you to reload or pay the bill of anyone. Don’t reload or pay a bill  as a result of an unexpected call or text.

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b) The Service allows people to request, send and receive mobile reloads and pay bills around the world. A "Sender" is someone who uses the Service to send money or mobile reloads. A "Recipient" is an individual who sends a money transfer request or mobile reload request to a Sender or receives money or mobile reloads from a Sender through the Service. A "Service Company" is a utility or other entity that receives a bill payment from a Sender through the Service. A "Beneficiary" is someone who sends a bill payment request to a Sender or for whom a Sender makes a bill payment through the Service. (For example, and for illustration purposes only, if you use the Service to pay your relative's electric bill, your relative is your Beneficiary and the electric company which receives the payment is the Service Company for that Transaction).

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2. Your Use of Our Services

a) Eligibility.

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By using our service, you warrant that you are 18 years of age or older and have the legal authority to enter into these Terms.

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Under the compliance of Children's Online Privacy Protection Rule ("COPPA"), our Services are intended to be accessed and used only by adults and supervised minors. We do not knowingly collect personally identifiable information relating to anyone under the age of 13, and you should not provide us with any personally identifiable information regarding any individual under

the age of 13.

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By using our Services, you represent that these Terms can bind you. You are solely responsible for making all arrangements necessary to access our Services.

You must be the beneficial owner of any account with us established by you and conduct transactions only on your behalf.

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b) Identity and Authority Verification.

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You authorize us, directly or through third parties, to make any inquiries we consider necessary to validate your identity or your authority to use any of your designated funding sources. This may include KASHing you for further information or documentation, requiring you to provide valid government issued identification or a taxpayer or national identification number, requiring you to take steps to confirm ownership of your email address or financial instruments, or verifying Your Information (as defined below) against third-party databases or through other sources.

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c) Investigations.

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We reserve the right to review or investigate potentially high-risk transactions, as determined by us in our sole and absolute discretion. If we determine that an investigation or review is appropriate with respect to any particular transaction, we will place a hold on the transaction and any related funds and may (but need not) provide notice to you and/or the recipient. If based on our review or investigation, we determine, in our sole and absolute discretion, that the transaction is or may be in violation of these Terms or is otherwise suspicious, then we may cancel the transaction. We will provide notice to the sender by email and/or in the account history tab of your account if the payment is canceled.

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d) Fees.

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Fees for our Services will be communicated to you prior to our acceptance of a transaction order by you. Your use of our Services is subject to your payment of the applicable fees. Fees for our Services may vary from time to time, but any changes in fees will not apply to any transactions for which you have received a confirmation from us. You will pay all fees incurred by you or on your behalf through our Services, at the prices in effect when such charges are incurred, including any taxes applicable to your transactions. The sender will always determine whether the sender, the recipient or both will pay the applicable fees. Specifically, the sender may decide to pay the applicable fees, require that the recipient split the fees evenly with the sender, or require that the recipient cover all of the fees. In any case, we will deduct the fees from your account or amounts to be received by you, as applicable depending on whether you are the sender or the recipient.

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e) Restrictions on Use.  

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You may use our Services only as permitted by us, only for lawful purposes and only in accordance with these Terms. Your right to access and use our Services is personal to you and is not transferable by you to any other person or entity. You may use our Services only in good faith for yourself or others on whose behalf you are authorized to act. You may not access or use our Services for any other purposes, including to conduct unlawful or illegal activity. Without limiting the generality of the foregoing, you may not and may not assist, encourage, support or enable others to:

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i. Use our Services in connection with any activity that: violates any applicable federal, state, local or international law or regulation, or the rights of a third-party; relates to a transaction that (a) discloses the personal information of third parties in violation of applicable law, (b) supports pyramid or ponzi schemes, matrix programs, other "get rich quick" schemes or certain multi-level marketing programs, (c) involves credit repair, debt settlement services, or (d) involves offering or receiving payments for the purpose of bribery or corruption; or involves the sale of products or services identified by any government agency to have a high likelihood of being fraudulent;

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ii. Provide false, inaccurate or misleading information;

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iii. Refuse to cooperate in an investigation or provide confirmation of your identity or any information you provide to us;

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iv. Use our Services in any way that violates any applicable federal, state, local or international law or regulation, or the rights of a third-party;

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v. Use an anonymizing proxy, or control an account that is linked to another account that has engaged in any activity prohibited by these Terms;

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vi. Control or possess more than one account without authorization from us;

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vii. Use our Services in a manner that results in or may result in complaints, disputes, claims, reversals, chargebacks, fees, fines, penalties and other liability to us, another user of our Services, a third-party or you;

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viii. Through the use of our Services, unlawfully defame, abuse, harass, offend or threaten anyone or any entity;

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ix. Engage in any conduct that restricts or inhibits, or prevents access, use or enjoyment of our Services, or which, as determined by us in our sole and absolute discretion, may harm us or users of our Services or expose them to liability;

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x. Use our Services in any manner that could disable, overburden, damage, or impair the site or interfere with any other party's use of our Services, including their ability to engage in real time activities through our Services;

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xi. Use any robot, spider or other automatic device, process or means to access our Services for any purpose, including monitoring or copying any of the material on our Services;

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xii. Use any manual process to monitor or copy any of the material on our Services or for any other unauthorized purpose without our prior written consent;

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xiii. Use any device, software or routine that interferes with the proper working of our Services;

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xiv. Introduce any viruses, Trojan horses, worms, logic bombs or other malicious or technologically harmful material to, on or through our Services;

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xv. Attempt to gain unauthorized access to, interfere with, damage or disrupt any parts of our Services, or any servers, computers or databases on which our Services our stored;

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xvi. Attack our Services via a denial-of-service attack or a distributed denial-of-service attack;

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xvii. Publish a service comparison analysis of any nature without written authorization;

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xviii. Otherwise attempt to interfere with the proper working of our Services; or We may, in our sole discretion, cancel your access to our Services for any reason, including as a result of any breach or suspected breach of these Terms.

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f) Availability.

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Your access and use of our Services may be interrupted from time to time for any of several reasons, including the malfunction of our software platform or infrastructure, periodic updates, maintenance or repair of our Services or other actions that we may, in our sole discretion, elect to take. We may suspend or discontinue the availability of our Services or any portion or feature of our Services at any time in our sole discretion and without prior notice to you. We will not be liable if, for any reason, all or any part of our Services are unavailable at any time or for any period. From time to time, we may restrict access to all or any part of our Services by users.

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3. Your Information and Security

a) You Must Maintain the Integrity of Your Information.

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To access or use certain Services, you may be required to provide us with information about you, which may be of a confidential nature and may include personally identifiable information, and Your Contact Information (as defined below, and collectively, “Your Information”). If you provide Your Information to us, then you agree to provide true, current, complete and accurate information, and not to misrepresent your identity. You also agree to keep Your Information current and to update Your Information if any of Your Information changes. Our collection, use and disclosure of Your Information are governed by these Terms, including the terms of our Privacy Policy.

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b) Your Contact Information.

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It is your responsibility to keep the information you provide to us in order to contact you (“Contact Information”) up to date so that we may communicate with you. You understand and agree that, if we attempt to communicate with you using your Contact Information but you do not receive the communication because your Contact Information on file is incorrect, out of date, blocked by your service provider, or you are otherwise unable to receive the communication for reasons outside of our control, we will be deemed to have provided you the communication effectively. To the extent your Contact Information includes an email address, please note that if you use a spam filter that blocks or re-routes emails from senders not listed in your email address book, you must add us to your email address book so that you will be able to view the communications we send to you via email.

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c) You Must Maintain the Security of Any Password or PIN Issued to You.

If our Services require you to create, obtain or use a password or PIN to use certain portions of our Services, then it is your sole responsibility to maintain the security of that password or PIN. You acknowledge that your credentials, including your PIN and related account is personal to you and agree not to provide any other person with access to our Services or portions of it using your user name, password, PIN or other security information. We will not be liable for any loss that you may suffer as a result of the authorized or unauthorized use of your password by a third-party. We have the right to disable any user name, password or other identifier, whether chosen by you or provided by us, at any time in our sole discretion for any or no reason, including if, in our sole opinion, you have violated any provision of these Terms.

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d) You Must Notify Us of a Breach.

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You must immediately notify us of any unauthorized use of your credentials, any unauthorized use of any account that you may have with us, any violation of these Terms, or any other breach of security known to you in connection with our Services by sending an e-mail to us at support@numiapps.com.

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4. Licensing

a) App Services.

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Certain aspects of our Services may include access and other capabilities in connection with or otherwise relating to your mobile or other internet-enabled device (collectively, “Apps”). By using our Apps, you: i) Acknowledge that these Terms are between you and us and not with Apple, Inc., Google, Inc. or any other third-party;  ii) agree not to use or manipulate our Apps on your device while driving or operating any vehicle or other machinery; iii) acknowledge that certain parts of our Apps may require phone service, data access or text messaging capability. Except as otherwise noted, carrier rates for phone, data and text messaging will apply; and iv) acknowledge that we may, in our sole discretion and at any time, change, suspend, remove or disable access to content or other materials comprising part of our Apps at any time without notice. In no event will we be liable for making these changes. We may also impose limits on the use or access of certain features or portions of our Apps, in any case without notice or liability.

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Any Apps made available by us to you are licensed, not sold, to you. Your license to the Apps is subject to your prior acceptance of these Terms and you agree that these Terms will apply to the Apps that you license. We reserve all rights in and to any Apps not expressly granted to you under these Terms.

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b) Scope of License.

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The license granted to you for any App is a limited, non-exclusive and nontransferable license to (i) access, download, install and use our Apps for your personal, non-commercial use on a single, compatible device that you own or control (“Device”), as permitted by these Terms and subject to any additional rules and restrictions imposed upon you by third parties, such as rules and restrictions imposed by your Device provider and your application store provider (“Third-Party Rules”); and (ii) access, stream, download and use on such Device our Apps, strictly in accordance with these Terms. For the avoidance of doubt, this license does not allow you to use any App on any Device that you do not own or control, and you may not distribute or make any App available over a network where it could be used by multiple devices at the same time.

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Except as expressly permitted by this license and the Third-Party Rules, you may not rent, lease, lend, sell, transfer, redistribute or sublicense any App and, if you sell or otherwise transfer your Device to a third-party, you must remove each App from the Device before doing so. You may not copy, decompile, reverse-engineer, disassemble, attempt to derive the source code of, modify or create derivative works of any App, any Updates (as defined below), or any part of any App or Update (except as and only to the extent that any foregoing restriction is prohibited by applicable law or to the extent as may be permitted by the licensing terms governing use of any open-sourced components included in our Apps). Any attempt to do so is a violation of our rights and the rights of our licensors. If you breach this restriction, you may be subject to prosecution and damages.

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The terms of this license will govern any Updates, unless such Update is accompanied by a separate license in which case the terms of that license will govern.

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c) Termination.

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This license to use our Apps is effective until terminated by you or us. You may terminate this license by deleting the App and all copies of such App from your Device. We may terminate this license at any time for any or no reason without notice. Additionally, this license will terminate automatically without notice from us if you fail to comply with any of these Terms. Upon termination of this license, you will cease all use of such App and destroy all copies, full or partial, of such App. Any termination of this license will not limit any of our rights or remedies available at law or in equity.

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d) Consent to Use of Data.

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You acknowledge that, when you download, install or use any App, we may collect and use (i) automatic means (including, for example, cookies and web beacons) to collect information about your Device and about your use of the App; and (ii) technical data and related information that is gathered periodically to facilitate the provision of software updates, product support and other services to you (if any) related to the App. We may use this information to improve our Services or to provide other products, services or technologies to you and as otherwise set forth in our Privacy Policy.

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e) Updates.

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We may, from time to time, in our sole discretion develop and provide App updates, which may include upgrades, bug fixes, patches and other error corrections or new features (collectively, including related documentation, “Updates”). Updates may also modify or delete in their entirety certain features and functionality. You agree that we have no obligation to provide any Updates or to continue to provide or enable any particular features or functionality. However, to the extent we provide any Updates, you must promptly download and install all Updates. The App or portions thereof may not properly operate should you fail to do so.

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5. Our Intellectual Property Rights

Our Services and their entire contents, features and functionality (including all information, text, software, displays, images, video, audio names, graphics, logos, page headers, button icons, scripts and service names, and the design, selection and arrangement of the foregoing) are owned by us, our licensors or other providers of such material and are protected by United States or international copyright, trademark, patent, trade secret and other intellectual property or proprietary rights laws. Our Services (including, without limitation, any App) is provided under license, and not sold, to you. You do not acquire any ownership interest in our Services by virtue of these Terms or your use thereof, or any other rights thereto other than to use our Services in accordance with the license granted (if any and as applicable), and subject to all terms, conditions, and restrictions, under these Terms. We and our licensors and service providers reserve and will retain our and their entire right, title, and interest in and to our Services, including all copyrights, trademarks, and other intellectual property rights therein or relating thereto, except as expressly granted to you in these Terms.

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You may not use our or any third-party proprietary marks available on the Services (“Proprietary Marks”) without our prior express written permission, which permission may be withheld in our sole discretion. We make no proprietary claim to any third-party names, trademarks or service marks appearing on or within our Services. Any third-party names, trademarks and service marks are property of their respective owners.

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You are solely responsible for any damages resulting from your infringement of our or any third-party’s intellectual property rights in connection with your use of our Services, or any other harm incurred by us as a direct or indirect result of your copying, distributing, redistributing, transmitting, publishing or using our Services (including any Proprietary Marks).

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6. Linking to Our Services and Social Media Features

You may link to our Services (as applicable), provided you do so in a way that is fair and legal and does not damage our reputation or take advantage of it, but you must not establish a link in such a way as to suggest any form of association, approval or endorsement on our part without our prior written consent.

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Additionally, our Services may provide certain social media features that enable you to: link from your own or certain third-party websites to certain content available on our Services; send e-mails or other communications with certain content, or links to certain content available on our Services; or cause limited portions of content on available on our Services to be displayed or appear to be displayed on your own or certain third-party websites. You may use these features solely as they are provided by us, solely with respect to the content with which they are displayed, and otherwise in accordance with any additional terms and conditions we provide with respect to such features. Subject to the foregoing, you must not: a) Establish a link from any website that is not owned by you. b) Cause our Services or portions of it to be displayed, or appear to be displayed by, for example, framing, deep linking or in-line linking, on any website, or c) otherwise take any action with respect to the materials on available on our Services that is inconsistent with any other provision of these Terms.

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Any website from which you are linking, or on which you make certain content accessible, must comply in all respects with our content standards, as determined from time to time by us, in our sole and absolute discretion. You agree to cooperate with us in causing any unauthorized framing or linking immediately to cease. We reserve the right to withdraw linking permission without notice. We may disable all or any social media features and any links at any time without notice at our discretion.

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7. International

Our Services (including any App) may be subject to United States export control laws, including the US Export Administration Act and its associated rules, restrictions and regulations. You must not, directly or indirectly, export, re-export or release any of our Services to, or make any of our accessible from, any jurisdiction or country to which export, re-export or release is prohibited by law, rule or regulation. You must comply with all applicable laws, restrictions, regulations and rules, and complete all required undertakings (including obtaining any necessary export license or other governmental approval), prior to exporting, re-exporting, releasing or otherwise making any of our Services available outside of the United States.

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Our Services are controlled, operated and administered by us from our offices within the United States of America. We make no representations that our Services are permissible, appropriate or available for use in other jurisdictions. If you access any of our Services from a location outside the United States, then you do so by your own volition and you are solely responsible for compliance with all laws, regulations and rules (including local laws and any applicable United States export control laws). You must not use our Services in a manner prohibited by any applicable state, federal, international or local laws, rules, restrictions or regulations.

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8. Authorization to Contact You

By using our Services, you authorize us and our agents, representatives and independent contractors to contact you at any email address or telephone number (including telephone numbers associated with mobile, cellular, wireless or similar devices) you provide to us or from which you place a call to us, or any telephone number at which we reasonably believe we may reach you, using any means of communication, including calls or text messages using an automatic telephone dialing system or prerecorded messages, even if you incur charges for receiving such communications.

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If you send e-mail or other communications to us, you are communicating with us electronically, and consent to receive communications from us electronically. Although we may choose to communicate with you by regular mail, we may also choose to communicate with you by e-mail or other communications or by posting notices on our Services. You agree that all agreements, notices, disclosures and other communications that we provide to you electronically satisfy any legal requirement that such communications be in writing.

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9. No Representations or Warranties Regarding our Services

You agree that your use of our Services (including any Apps), and all information, content, materials, products and services relating to our Services is at your sole risk. It is your sole responsibility to independently evaluate the accuracy, correctness or completeness of our Services, and all information, content, materials, products and services relating to our Services. OUR SERVICES, AND ALL INFORMATION, CONTENT, MATERIALS, PRODUCTS AND SERVICES INCLUDED ON OR ASSOCIATES WITH OUR SERVICES ARE PROVIDED TO YOU ON AN “AS-IS” AND “AS AVAILABLE” BASIS. WE MAKE NO REPRESENTATIONS OR WARRANTIES OF ANY KIND, EXPRESS OR IMPLIED, AS TO THE OPERATION OF OUR SERVICES (INCLUDING ANY APPS), OR THE INFORMATION, CONTENT, MATERIALS, PRODUCTS OR SERVICES INCLUDED ON OR ASSOCIATED WITH OUR SERVICES, INCLUDING THEIR ACCURACY, CORRECTNESS, COMPLETENESS, SAFETY, RELIABILITY, TITLE, TIMELINESS, NON-INFRINGEMENT, MERCHANTABILITY, CONFORMITY OR FITNESS FOR A PARTICULAR PURPOSE.

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Without limiting the foregoing, you acknowledge that we cannot guarantee the continuous operation of or access to our Services. You further acknowledge that operation of and access to our Services may be interfered with as a result of technical issues or numerous factors outside of our control. We make no representation, warranty, or guarantee that our Services that may be available for downloading is free of infection from any viruses, worms, Trojan horses, trap doors, back doors, easter eggs, time bombs, cancel bots or other code or computer programming routines that contain contaminating or destructive properties or that are intended to damage, detrimentally interfere with, surreptitiously intercept or expropriate any system, data or personal information. We will not be liable for any loss or damage caused by a distributed denial-of-service attack, viruses or other technologically harmful material that may infect your computer, device, data, programs or other equipment or material due to your use of our Services or items obtained through our Services or to your downloading of any material posted on our Services or any links to our Services.

The foregoing does not affect any warranties which cannot be excluded or limited under applicable law.

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10. Limitations on Our Liability

IN NO EVENT WILL WE (OR OUR AGENTS, REPRESENTATIVES, LICENSORS, VENDORS OR SUPPLIERS) BE RESPONSIBLE OR LIABLE TO YOU OR ANY THIRD-PARTY FOR DAMAGES OF ANY KIND, WHETHER AS A RESULT, IN WHOLE OR IN PART, DIRECTLY OR INDIRECTLY, OF BREACH OF CONTRACT, WARRANTY, TORT (INCLUDING STRICT LIABILITY AND NEGLIGENCE) OR OTHERWISE, FOR ANY DAMAGES, INCLUDING, WITHOUT LIMITATION, SPECIAL, INCIDENTAL, EXEMPLARY, INDIRECT, PUNITIVE OR CONSEQUENTIAL DAMAGES, INCLUDING DAMAGES FOR ANY PERSONAL OR BODILY INJURY, EMOTIONAL DISTRESS, INJURIES TO PROPERTY OR LOSS OF PROFIT, REVENUE OR BUSINESS, AS A DIRECT OR INDIRECT RESULT OF: (I) YOUR BREACH OR VIOLATION OF ANY TERM OR CONDITION OF THESE TERMS; (II) YOUR ACCESS AND USE OF OUR SERVICES (INCLUDING ANY APPS); (III) YOUR DELAY IN ACCESSING OR INABILITY TO ACCESS OR USE OUR SERVICES FOR ANY REASON; (IV) YOUR DOWNLOADING OR USE OF ANY APP; (V) YOUR RELIANCE UPON OR USE OF OUR SERVICES; (VI) ANY THIRD-PARTY’S USE OF OUR SERVICES ON YOUR BEHALF; (VII) THE BREACH OF OUR SECURITY AND UNAUTHORIZED DISCLOSURE OF YOUR INFORMATION; OR (VIII) ANY INFORMATION, SOFTWARE, PRODUCTS OR SERVICES OBTAINED ON OR THROUGH OUR SERVICES, OR OTHERWISE ARISING OUT OF THE USE OF OUR SERVICES, EVEN IF WE OR OUR AGENTS, REPRESENTATIVES, LICENSORS, VENDORS, SUPPLIERS OR ANY OTHER APPLICABLE THIRD-PARTY HAVE BEEN ADVISED OF THE POSSIBILITY OF DAMAGES. OUR TOTAL AGGREGATE LIABILITY AND THE LIABILITY OF OUR OFFICERS, MEMBERS, MANAGERS, EMPLOYEES, INDEPENDENT CONTRACTORS, REPRESENTATIVES AND AGENTS ARISING OUT OF THESE TERMS WILL NOT EXCEED THE GREATER OF THE FEES PAID TO US FOR OUR SERVICES BY YOU IN THE 12-MONTH PERIOD IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO THE CLAIM OR $100. ANY CAUSE OF ACTION ARISING OUT OF OR RELATED TO OUR SERVICES MUST COMMENCE WITHIN 1 YEAR AFTER THE CAUSE OF ACTION ACCRUES. OTHERWISE, SUCH CAUSE OF ACTION IS PERMANENTLY BARRED.

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Certain state laws do not allow limitations on implied warranties or the exclusion or limitation of certain damages. If these state laws apply, some or all of the above disclaimers, exclusions or limitations may not apply to you.

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In the event that any limitation on the period of time for bringing an action, claim, dispute or proceeding against us, located in this “Limitations on Our Liability” section, is determined or held to be inapplicable or unenforceable by any court, arbitration panel or other tribunal, then the statute of limitations for the State of Florida, including Chapter 95, Florida Statutes, will apply to any such action, claim, dispute or proceeding referred to final or binding arbitration.

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11. Your Indemnification of Us

You covenant and agree to defend, indemnify and hold us and our parents, subsidiaries and affiliates and our and their respective officers, members, managers, employees, independent contractors, agents and representatives harmless from and against all claims and expenses, including attorneys’ fees, arising out of or attributable to: (i) any breach or violation of these Terms by you or your representatives; (ii) your failure to provide accurate, complete and current Your Information requested or required by us; (iii) your access or use of our Services; (iv) access or use of our Services under any password that may be issued to you; (v) your transmissions, submissions or postings on or through our Services; or (vi) any personal injury, property damage or emotional distress caused (in whole or in part) by you.

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12. Legal Disputes

a) General. Any Dispute (as defined below) between us relating in any way to or arising out of these Terms or your use of or access to our Services will be resolved in accordance with the provisions set forth below. Please read this “Legal Disputes” section carefully. It affects your rights and will have a substantial impact on how claims you and we have against each other are resolved.

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b) Applicable Law. These Terms are governed by and construed in accordance with the internal laws of the State of Florida, without regard to conflicts of law principles. You agree that our Services shall be deemed: (i) based solely in the State of Florida; and (ii) passive Services that do not give rise to personal jurisdiction over us and our assignees, either specific or general, in jurisdictions other than the State of Florida.

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c) Agreement to Arbitrate. Any action, suit, proceeding or dispute of any kind arising directly, indirectly, or otherwise in connection with, out of, related to or from these Terms or the relationship between you and us (each, a “Dispute”), including the extent to which any Dispute is subject to arbitration pursuant to this Section, will be submitted exclusively to (i) if you are located in the United States, the American Arbitration Association (“AAA”), or (ii) if you are located outside of the United States, the International Court of Arbitration of the International Chamber of Commerce (“ICC”), and in either case, will be finally settled under the Rules of Arbitration of the ICC (“ICC Rules”) or the Consumer Arbitration Rules of the AAA (“AAA Rules”)  (as applicable) by one or more arbitrators appointed in accordance with said rules, provided, however, that if the amount in dispute (excluding interest, fees and costs) does not exceed $1,000,000, it will be resolved by a sole arbitrator appointed in accordance with ICC Rules or AAA Rules, as applicable, and if the amount in dispute exceeds $1,000,000, unless otherwise agreed to by you and us, it will be resolved by three (3) arbitrators appointed in accordance with ICC Rules or AAA Rules, as applicable.

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d) Conduct of Arbitration. The arbitration will be conducted exclusively by telephone, on-line and/or based solely upon written submissions where no in-person appearance is required, and you and we may participate by means of video conference, teleconference or other similar communications equipment by means of which all persons participating can hear each other. If in-person appearance is required, required hearings will take place in Miami-Dade County, Florida, United States. The arbitral proceedings will be conducted in the English language. All awards may if necessary be enforced by any court having jurisdiction. You and we will keep the existence of any Dispute, the existence or details of the arbitration proceeding, and all related documents, negotiations, materials, evidence, judgments and awards, strictly confidential. Without limiting the generality of the foregoing, except as required by applicable law, neither you nor us will make any public announcements with respect to the proceeding or the award, except as required to enforce the same. The results of arbitration pursuant to these Terms will be final and binding on both you and us.

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e) Costs of Arbitration. Arbitration costs will be shared equally by you and us, provided, however, that each of you and us will be responsible for your and our own expenses (including legal fees) and costs related to the presentation and defense of your and our position in the arbitration proceeding and any costs related to the enforcement of any arbitral decision. Notwithstanding the foregoing, the arbitrator(s) will have the right to award reasonable attorneys’ fees and expenses and applicable costs of arbitration in accordance with applicable rules of arbitration.

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f) Prohibition of Class and Representative Actions and Non-Individualized Relief. EACH OF US MAY BRING CLAIMS AGAINST THE OTHER ONLY ON AN INDIVIDUAL BASIS AND NOT AS PART OF ANY PURPORTED CLASS OR REPRESENTATIVE ACTION OR PROCEEDING. UNLESS BOTH YOU AND WE AGREE OTHERWISE IN WRITING, THE ARBITRATOR MAY NOT CONSOLIDATE OR JOIN MORE THAN ONE PERSON’S OR PARTY’S CLAIMS, AND MAY NOT OTHERWISE PRESIDE OVER ANY FORM OF A CONSOLIDATED, REPRESENTATIVE OR CLASS PROCEEDING. ALSO, THE ARBITRATOR MAY AWARD RELIEF (INCLUDING MONETARY, INJUNCTIVE AND DECLARATORY RELIEF) ONLY IN FAVOR OF THE INDIVIDUAL PARTY SEEKING RELIEF AND ONLY TO THE EXTENT NECESSARY TO PROVIDE RELIEF NECESSITATED BY THAT PARTY’S INDIVIDUAL CLAIM(S). ANY RELIEF AWARDED CANNOT AFFECT OTHER USERS.

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g) Judicial Forum for Legal Disputes. Unless you and we agree otherwise in writing, in the event that any provision of this section is found not to apply to you or to a particular Dispute as a result of a decision by the arbitrator or a court order, any such Dispute must be resolved exclusively by a state or federal court located in Miami-Dade County, Florida. You and we will submit to the personal jurisdiction of the courts located within Miami-Dade County, Florida for the purpose of litigating all such claims or disputes.

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h) Our Remedies. You acknowledge that we may be irreparably damaged if these Terms are not specifically enforced, and damages at law would be an inadequate remedy. Therefore, in the event of a breach or threatened breach of any provision of these Terms by you, we will be entitled, in addition to all rights and remedies, to an injunction restraining such breach or threatened breach, without being required to show any actual damage or to post an injunction bond, or to a decree for specific performance of the provisions of these Terms.

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13. Miscellaneous

If any provision of these Terms is contrary to, prohibited by or deemed invalid under applicable law, such provision will be inapplicable and deemed omitted to the extent so contrary, prohibited or invalid, but the remainder of these Terms will not be invalidated thereby and will be given full force and effect so far as possible. If any provision of these Terms may be construed in two or more ways, one of which would render the provision invalid or otherwise voidable or unenforceable and another of which would render the provision valid and enforceable, such provision will have the meaning that renders it valid and enforceable.

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For purposes of these Terms, the words “include,” “includes” and “including” are deemed to be followed by the words “without limitation”; and the word “or” is not exclusive. The headings contained in these Terms are for convenience of reference only, are not to be considered a part of these Terms, and will not limit or otherwise affect in any way the meaning or interpretation of these Terms.

All covenants, agreements, representations and warranties made in these Terms, as may be amended in accordance with these Terms from time to time, will survive your acceptance of these Terms and the termination of these Terms.

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No failure to exercise, and no delay in exercising, any right or any power set forth in these Terms by us will operate as a waiver of such right or power, nor will any single or partial exercise of any right or power under these Terms by us preclude further exercise of that or any other right or power under these Terms.

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We may update, amend or change these Terms at any time, in our sole discretion and without notice. Amendments will take effect immediately upon us posting such updates on our Services. We encourage you to periodically check these Terms for changes, as your continued access and use of our Services following the posting of any changes will automatically be deemed your acceptance of all changes. If you do not agree to any change to these Terms, you must discontinue using our Services. These Terms replace all previous notices or statements with respect to this subject, and cannot be modified orally or in writing by any of our associates, representatives or any other third parties.

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We may give, assign or transfer our rights or obligations under these Terms to any person or entity at any time with or without your consent. You may not give, assign or transfer your rights or obligations under these Terms to any person or entity without our prior written consent, which may be withheld in our sole discretion. Any attempt to assign your rights or obligations under these Terms without our consent will be void.

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We will not be liable for any delay in or failure to perform our Services due to changes, delays, failures or problems out of our control, including any changes, delays, failures or problems caused by natural disasters, war, terrorism, riots, embargoes, acts of civil or military authorities, fire, floods, accidents, network infrastructure failures, strikes, shortage of transportation facilities, fuel, energy, labor or materials and other similar events.

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You and we are independent contractors, and no agency, partnership, joint venture, employee-employer or franchisor-franchisee-franchisor relationship is intended or created by these Terms.

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If you have questions, comments, concerns or feedback regarding these Terms or our Services, please contact us via email at: legal@numiapps.com or by post mail at 2900 Southwest 28th Terrace, Suite 202, Coconut Grove, FL 33133, USA.

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