TERMS OF SERVICE

Last Updated: August 7, 2015

Terms of Service

Welcome to Numberscribe. These terms of service ("Terms") cover your use and access to the online or mobile websites, services or applications (collectively, the "Services") provided by Hangar Road Corporation d/b/a Numberscribe (“Numberscribe”). Our Privacy Policy explains how we collect and use your information. By using our Services, you're agreeing to be bound by these Terms and to review our Privacy Policy. If you do not agree to any of these terms, you may not use the Services. You may use the Services, on a non-exclusive basis, solely in compliance with these Terms and all applicable laws.

Accounts

In order to access the Services, you may be required to obtain an account with Numberscribe by completing a registration form (including selecting your plan and subscription term) and designating an e-mail and password. When registering with Numberscribe, you must provide true, accurate, current and complete information about yourself as requested on the registration form and you must maintain and promptly update such data to keep it true, accurate, current and complete.

Only you may use your Numberscribe account. You may never use another person’s account without written permission from Numberscribe. You must keep your account and passwords confidential and not authorize any third party to access or use the Services on your behalf without the written permission of Numberscribe. You are solely responsible for all activity on your account. You must notify Numberscribe immediately of any breach of security or unauthorized use of your account. Numberscribe is not liable for any loss or damage arising from any unauthorized use of your account.

Content

When you use our Services, you provide us with content, including your files, materials, data, text, images and other content (collectively, “Content”). We don’t claim ownership to the Content and these Terms do not give us any rights to your Content except for the limited rights that enable us to offer the Services. We do not control, verify or endorse the Content that you or others make available on the Services.

We provide functions that allow you to control who may access your Content. If you enable the features that allow you to share your Content with others, anyone you have shared your Content with (including the public in certain circumstances) may access your Content. Please consider carefully what Content you share with others.

You hereby grant Numberscribe, and its contractors and agents, the right to use, modify, adapt, reproduce, distribute, display and disclose your Content posted on the Services solely to the extent necessary to provide the Services or as otherwise provided by these Terms.

You are solely responsible for your Content, including without limitation the nature and accuracy of such. You must ensure that the Content (including the storage and transmission thereof) complies with these Terms and all applicable laws. You represent and warrant that you own or have the necessary licenses, rights, consents and permissions to use the Content on the Services and to grant the rights in this Section. You further represent and warrant that the storage, use or transmission of the Content does not violate any law or these terms. If you receive any notices or claims relating to the Content pursuant to the Digital Millennium Copyright Act, you shall promptly respond to and resolve such claims.

Acceptable Use

You must use the Services responsibly and may not use the Services to harm others, the Services or Numberscribe. You may only use the Services in accordance with these Terms. You may not misuse the Services, and, including without limitation, shall not directly or indirectly through a third party:

  • use the Services to harass, threaten or harm another person, entity or Numberscribe;
  • build a similar service or website or otherwise compete with Numberscribe;
  • damage, disable, disrupt, overburden, impair or interfere with the Services, or any user, host, or network, including without limitation by sending a virus, overloading, flooding, spamming or mail-bombing any part of the Services;
  • breach or otherwise circumvent any security or authentication measures;
  • use any unauthorized means to modify, reroute or gain access to the Services;
  • use any automated process or service to access or use the Services or create accounts in bulk;
  • share any passwords or other access information or otherwise authorize any third party to access or use the Services or your account;
  • send any unsolicited communications, promotions or advertisements, any spam or altered, deceptive or false source-identifying information, including “phishing” or “spoofing”;
  • sell, resell, lease, rent, license or otherwise transfer the Services or your account to any third party;
  • advertise or promote products or services other than your own without appropriate authorization
  • store or transmit inappropriate Content, including without limitation Content that is unlawful, fraudulent, defamatory, pornographic, abusive, threatening, libelous or otherwise objectionable, or that violates the privacy or infringes on the rights of others; or
  • access or use the Services in a way intended to improperly avoid incurring fees.

Payment

There are three plans from which you can choose: (1) the “Basic” plan, (2) the “Plus” plan or (3) the “Prime” plan. The Basic plan is free and allows the user to build up to 50 charts. The Plus plan includes all of the same access as the Basic plan, but also includes unlimited charts and access to the FDIC database. In addition, users with a Plus plan can have access to advanced features including the Executive Console, a custom chart theme, and custom database / key performance indicator integration. These advanced features include setup and maintenance costs. The Prime plan includes all the features of the Plus plan, but also includes unlimited users, access to the Executive Console, a custom theme, premium support, and monthly consulting hours. Custom database / key performance indicator integration is also available but may include setup costs.

After you choose a plan, you can choose either a monthly subscription or an annual subscription. The Plus plan is $50 per month or $500 for a year per user. Pricing for Prime plans are based on a negotiated rate per institution. Subscriptions are prepaid for the subscription term selected including any renewals thereof and are not refundable. Subscriptions will renew automatically for the term selected (i.e. monthly or annually) unless otherwise cancelled by you or us as set forth below in the Termination section.

You are responsible for all applicable taxes and other charges (for example, any data charges or currency exchange settlements). We will charge tax when required to do so by law. All payments shall be in US currency.

We may change the fees in effect from time to time but will give you advance notice of such changes. We will give you 30 days notice of any pricing changes (either by e-mail to the address you provided when you signed up for an account or by posting such changes on our Web site) and such changes will go into effect at the start of your next term after such notice.

We may suspend or cancel your Services if you fail to pay in full on time.

Termination

You're free to stop using our Services at any time. You will continue to have access to the Services for the remainder of your term after you have cancelled, but will not be renewed. We also reserve the right to suspend or end the Services at any time at our discretion and without notice and without incurring any liability of any kind. For example, we may suspend or terminate your use of the Services if you are in actual or suspected violation of these Terms or use the Services in a manner that would cause us legal liability, disrupt the Services or disrupt other user’s use of the Services. We reserve the right to terminate and delete your account if you haven't accessed our Services for 12 consecutive months. We also reserve the right to suspend the Services during any scheduled or reoccurring downtime.

Upon termination by us for any reason other than for cause or at your direction, you may request access to your Content within thirty days following such termination. There may be a fee associated with this access. After the thirty-day period, any Content you have stored with the Services may not be retrievable and Numberscribe will not have any further obligation to maintain any data stored in your account.

Upon termination for any reason, by us or by you, we will notify any users with whom you have shared Content that such shared Content will no longer be available as of the date of termination (if terminated by us) or at the end of your term (if terminated by you).

Third Party Services and Content

The Services may contain features and functionalities linking you or providing you with certain functionality and access to third party content, including Web sites, directories, servers, networks, systems, information and databases, applications, software, programs, products or services, and the Internet as a whole. You hereby acknowledge that Numberscribe is not responsible for such content or service, including the accuracy of any content from any third parties. Numberscribe is not responsible for any third party content you access with the Services, and you irrevocably waive any claim against us with respect to such sites and third-party content.

Privacy

We use and protect certain information of yours as described in our Privacy Policy. You further acknowledge and agree that we may access or disclose information about you in order to: (a) comply with the law or respond to lawful requests or legal process; (b) protect the rights or property of Numberscribe or our customers, including the enforcement of our agreements or policies governing your use of the Services; or (c) act on a good faith belief that such access or disclosure is necessary to protect the personal safety of Numberscribe’s employees, customers, or the public.

We retain the right to block or otherwise prevent delivery of any type of file, e-mail or other communication to or from the Services as part of our efforts to protect the Services, protect our customers, or stop you from breaching these Terms. The technology or other means we use may hinder or break your use of the Service.

Numberscribe Proprietary Rights

All content of the Numberscribe website and the Services, including without limitation the design, images, graphics, text or other files are protected by copyright, trademark, and other US and foreign laws. All rights reserved. Numberscribe is a trademark of Hangar Road Corporation and may not be used in connection with any product or service that is not Hangar Road Corporation’s or in any manner that is likely to cause confusion among customers.

These Terms don't grant you any right, title or interest in the Services, other user’s content in the Services, Numberscribe trademarks, logos and other brand features. As between you and Numberscribe, Numberscribe or its licensors own and reserve all right, title and interest in and to the Services, other than the rights explicitly granted to you to use the Services in accordance with these Terms. All rights not explicitly granted to you are reserved by Numberscribe.

We welcome feedback, but note that we may use comments or suggestions without any obligation to you. You hereby grant Numberscribe a world-wide, royalty-free, perpetual, irrevocable license to use and incorporate any comments and suggestions you send us in connection with the Services.

Copyright

We respect the intellectual property of others and ask that you do as well. Numberscribe will not tolerate content that appears to infringe the copyright or other intellectual property rights or these Terms. We respond to notices of alleged copyright infringement if they comply with the law and are properly provided to us. You may submit a notification pursuant to the Digital Millennium Copyright Act (“DMCA”) by providing our Copyright Agent (listed below) with the following information in writing (e-mail preferred) (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 us to locate the material, such as a link to the material;
  4. Information reasonably sufficient to permit us to contact you, such as an address, telephone number, and an e-mail address;
  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.

This notice should be delivered to Numberscribe’s designated Copyright Agent:

Copyright Agent
Hangar Road Corporation
11672 Rochester Ave., Suite 304
Los Angeles, CA 90025
support@numberscribe.com

We reserve the right to delete or disable content alleged to be infringing and terminate accounts of repeat infringers.

Services "AS IS"

YOU AGREE THAT YOUR USE OF THE SERVICES SHALL BE AT YOUR SOLE RISK. TO THE FULLEST EXTENT PERMITTED BY LAW, NUMBERSCRIBE, ITS OFFICERS, DIRECTORS, MANAGERS, OWNERS, EMPLOYEES AND AGENTS DISCLAIM ALL REPRESENTATIONS OR WARRANTIES, WHETHER EXPRESS, IMPLIED, STATUTORY OR OTHERWISE, IN CONNECTION WITH THE SERVICES AND YOUR USE THEREOF. NUMBERSCRIBE MAKES NO WARRANTIES OR REPRESENTATIONS, AND SPECIFICALLY DISCLAIMS ALL, ABOUT THE ACCURACY OR COMPLETENESS OF THE SERVICES, THAT THE SERVICES WILL BE UNINTERRUPTED, ERROR-FREE OR FREE FROM HARMFUL COMPONENTS, THAT YOUR CONTENT WILL BE SECURE AND NOT OTHERWISE LOST OR DAMAGED, OR ANY IMPLIED WARRANTY OF MERCHANTABILITY, SATISFACTORY QUALITY, FITNESS FOR A PARTICULAR PURPOSE OR NON-INFRINGEMENT. NUMBERSCRIBE ASSUMES NO LIABILITY OR RESPONSIBILITY FOR ANY (I) ERRORS, MISTAKES, OR INACCURACIES OF CONTENT, (II) PERSONAL INJURY OR PROPERTY DAMAGE, OF ANY NATURE WHATSOEVER, RESULTING FROM YOUR ACCESS TO AND USE OF OUR SERVICES, (III) ANY UNAUTHORIZED ACCESS TO OR USE OF OUR SECURE SERVERS AND/OR ANY AND ALL PERSONAL, SENSITIVE OR CONFIDENTIAL INFORMATION AND/OR FINANCIAL INFORMATION STORED THEREIN, (IV) ANY INTERRUPTION OR CESSATION OF TRANSMISSION TO OR FROM OUR SERVICES, (V) ANY BUGS, VIRUSES, TROJAN HORSES, OR THE LIKE WHICH MAY BE TRANSMITTED TO OR THROUGH OUR SERVICES BY ANY THIRD PARTY, INCLUDING OTHER USERS, AND/OR (VI) ANY ERRORS OR OMISSIONS IN ANY CONTENT OR FOR ANY LOSS OR DAMAGE OF ANY KIND INCURRED AS A RESULT OF THE USE OF ANY CONTENT POSTED, E-MAILED, TRANSMITTED, OR OTHERWISE MADE AVAILABLE VIA THE SERVICES.

Limitation of Liability

TO THE FULLEST EXTENT PERMITTED BY LAW, IN NO EVENT WILL NUMBERSCRIBE, ITS OFFICERS, DIRECTORS, MANAGERS, OWNERS, EMPLOYEES, AGENTS AFFILIATES, SUPPLIERS OR DISTRIBUTORS BE LIABLE FOR (A) ANY INDIRECT, SPECIAL, INCIDENTAL, PUNITIVE, EXEMPLARY OR CONSEQUENTIAL DAMAGES OR ANY LOSS OF USE, DATA, BUSINESS, OR PROFITS, REGARDLESS OF LEGAL THEORY, WHETHER OR NOT NUMBERSCRIBE HAS BEEN WARNED OF THE POSSIBILITY OF SUCH DAMAGES, AND EVEN IF A REMEDY FAILS OF ITS ESSENTIAL PURPOSE; (B) AGGREGATE LIABILITY FOR ALL CLAIMS RELATING TO THE SERVICES MORE THAN THE GREATER OF $20 OR THE AMOUNTS PAID BY YOU TO NUMBERSCRIBE FOR THE PAST 12 MONTHS OF THE SERVICES IN QUESTION. Some states don't allow the types of limitations in this paragraph, in which case the limitations set forth in this paragraph will not apply to you to the extent prohibited by law.

Indemnification

To the extent permitted by applicable law, you agree to defend, indemnify and hold harmless Numberscribe and its officers, directors, managers, owners, employees and agents from and against any and all claims, damages, obligations, losses, liabilities, costs or debt, and expenses (including but not limited to attorney's fees) arising from: (i) your use of and access to the Services; (ii) your violation of these Terms or any applicable law; (iii) your violation of any third party right, including without limitation any copyright, property, or privacy right; or (iv) any claim that your Content caused damage to a third party. This defense and indemnification obligation will survive these Terms and your use of the Services.

Ability to Accept Terms

We want to address your concerns without needing a formal legal case. Before filing a claim against Numberscribe, you agree to try to resolve the dispute informally by contacting support@numberscribe.com. We will try to resolve the dispute informally by contacting you via e-mail. If a dispute is not resolved within 15 days of submission, you or Numberscribe may bring a formal proceeding.

You may only resolve disputes with us on an individual basis, and may not bring a claim as a plaintiff or a class member in a class, consolidated, or representative action. Class arbitrations, class actions, private attorney general actions, and consolidation with other arbitrations are not allowed.

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

Notices; Consent to Electronic Communications and Solicitation

We may send you, in electronic form, information about the Services, additional information, and information the law requires us to provide. We may provide required information to you by e-mail at the address you specified when you signed up for the Services or by access to a website that we identify. Notices e-mailed to you will be deemed given and received when the e-mail is sent. If you don't consent to receive notices electronically, you must stop using the Services. You may provide legal notice to us via e-mail to support@numberscribe.com. Any such notice must specifically reference that it is a notice given under these Terms.

By registering with Numberscribe, you understand that we may send you communications or data regarding the Services, including but not limited to (a) notices about your use of the Services, including any notices concerning violations of use, (b) updates, and (c) promotional information and materials regarding Numberscribe’s products and services, via electronic mail. We give you the opportunity to opt-out of receiving electronic mail from us by following the opt-out instructions provided in the message.

Controlling Law

These Terms will be governed by California law, without respect to its conflicts of laws principles. You and we irrevocably consent to the exclusive jurisdiction and venue of the state and federal courts for Los Angeles County, California, USA for all disputes arising out of or relating to these Terms.

Assignment

Numberscribe may assign its rights to any of its affiliates or subsidiaries, or to any successor in interest of any business associated with the Services. You may not assign these Terms or transfer any rights to use the Services.

Miscellaneous

These Terms constitute the entire agreement between you and Numberscribe with respect to the subject matter of these Terms, and supersede and replace any other prior or contemporaneous agreements, or terms and conditions applicable to the subject matter of these Terms. These Terms create no third party beneficiary rights. Numberscribe and you are not legal partners or agents but instead are independent contractors. Numberscribe’s failure to enforce a provision is not a waiver of its right to do so later. If a provision is found unenforceable, the remaining provisions of the Terms will remain in full effect and an enforceable term will be substituted reflecting our intent as closely as possible.

Modifications

We may revise these Terms from time to time. We will date and post the most current version of the Terms on the Numberscribe website. Any changes will be effective upon posting, so we suggest that you check the website regularly to see if any updates have been posted. If in our sole discretion we deem a revision to these Terms to be material, we will notify you by sending a message to the e-mail address associated with your account. By continuing to use or access the Services after the revisions come into effect, you agree to be bound by the revised Terms.