Terms of Service

These Terms of Service govern your use of the numberF service. Please read the following carefully before using our site, services, or products. Feel free to contact us at hello@numberf.com about anything you do not understand. By accessing or using the www.numberf.com website or any related applications, products or services, you are agreeing to the following terms. If you do not wish to be bound by these terms, please do not access or use our site, services or products.

1. Acceptance of Terms of Service

numberF is a service of Tweli, Inc. (collectively, “numberF” or “we” or “us”). The www.numberf.com website (the “Website”) and various related applications, features, widgets or services (collectively with the Website, the “Service”) are provided to you, the user, subject to your compliance with these Terms of Service (“Terms”), as well as any other written agreement between us and you. The Terms apply to all users of the Service, including without limitation users who are visitors, members, contributors of content, information and other materials through the Service. These Terms, as amended from time to time and published at www.numberf.com/terms , together with our privacy policy (published at www.numberf.com/privacy ) and our copyright policy (published at www.numberf.com/copyright ), comprise a legal agreement (the “Agreement”) between you as the user (“you”) and us. Although we may attempt to notify you when major changes are made to the Terms, you acknowledge and agree that it is your responsibility to review this Website and the Terms from time to time and to familiarize yourself with any modifications. Any modifications will be effective immediately, and will apply to disputes arising under the Terms from the date of posting forward. Your continued use of the Service after a modification has been made to the Terms constitutes your acceptance of such modification. You may only use the Service for such commercial purposes as allowed by the Terms. You may not use the Service for commercial purposes in any way that is unlawful, or harms us or any other person or entity.

2. numberF is a Platform

numberF is a platform that allows users of the Service (“Users”) to access, watch, display, upload and share certain content. We are not the producer, creator or editor of such content, or otherwise directly involved in any relationship between the Users. We generally do not prescreen, review, monitor, or play an active role in any content provided by Users. As a result, we have no control over the quality, availability, safety, morality, truth, accuracy or legality of any aspect of such content. We neither endorse, nor assume any liability for any content, including without limitation any video, audio, text and pictures, uploaded or submitted by Users. However, we have the right at our sole discretion to not accept any Users or allow uploading of certain content, or remove any content that, in our judgment, does not comply with these Terms and any other rules of user conduct for our Service, or is otherwise harmful, objectionable, or inaccurate. We are not responsible for any failure or delay in removing such content. You hereby consent to such removal and waive any claim against us arising out of such removal of content.

3. Registration Data and User Information

In order to access some features of the Service, you must register as a member by creating a user account through our online registration form, which requests certain information and data ("Registration Data"). By registering, you agree that all information provided in the Registration Data is true and accurate; that you will maintain and update this information as required, in order to keep it current, complete, and accurate. For certain aspects of the Service, we have a connection to, association with, or otherwise entered into a contractual relationship with other websites, third party software or services (“3rd Party Providers”). Examples include, but are not limited to, services for processing payments, analyzing data, email delivery or marketing, and/or customer support. You may need to grant us and the Service permission to share your Registration Data or User information with such 3rd Party Providers. We cannot guarantee the true identity or information of any User. If you have any questions about a particular User, we encourage you to communicate directly with such User through the tools available on the Service.

4. Age Restrictions

By using the Service, you represent and warrant that you are 18 years of age or older and, or you are 13 years of age or more and have the permission of your parent(s) or legal guardian(s) who, can form legally binding contracts under applicable law, and agree to be bound by these Terms.

5. UserAccount

5.1 User Name and Access

If you create an account, you may be asked to choose a user name. You agree that you will not choose a user name which, in our sole discretion: a) infringes the legal rights of others, including, but not limited to, being substantially similar to a trademark or service mark; b) is offensive, vulgar, obscene, hateful, or racially, ethnically or otherwise objectionable; c) infringes these Terms; d) is otherwise inappropriate; or e) contains the name numberF or any confusingly similar names. You agree that we reserve the right to change, remove, or delete any user name or password at any time and for any reason in our sole discretion. You are entirely responsible for maintaining the confidentiality of your account access credentials and for any and all activities that occur in association with your account or user profile, whether or not authorized by you. You agree to notify us immediately of any unauthorized use of your user account, or any other breach that impacts our or our 3rd Party Providers’ security and to provide properly documented evidence as requested by us. You may not use anyone else’s user profile at any time and you may not allow anyone else to use your user profile at any time. You agree that we will not be liable for any loss you may incur as a result of someone else using your user account email address, password, user name, user profile, or any other related account information you provided, either with or without your knowledge.

5.2 Suspension and Termination

You understand and agree that we may, at our sole discretion and at any time, terminate and/or suspend your user account for any reason or no reason, including but not limited to for violation of these Terms or violation of any other policy related to the Service (including the policies of 3rd Party Providers accessible by the Service), with or without notice to you. In the event that your user account is terminated, you will have no further access to the Service and shall have no right to any refund of any monies paid to us.

5.3 No Right to Ownership

You acknowledge and agree that you shall have no ownership or other property interest in your user account, and you further acknowledge and agree that all rights in and to your user account are and shall forever be owned by and inure to our benefit.

5.4 No Sale or Assignment of Account or User Profile

We do not recognize the transfer of a user account. Therefore, you may not give, purchase, sell, bargain, barter, market, trade, offer for sale, sell, license, assign or otherwise divest your rights, responsibilities or obligations, either in whole or in part, without our prior written consent. Any attempt to do so shall be void and of no effect.

6. Fees for the Service

In addition to free membership, we may charge fees for certain aspects or uses of the Service, including the number of devices on which you may simultaneously use the Service, in accordance with our then pricing and billing policies ("Fee Policy") listed on the website. Our Fee Policy, which is subject to change, is incorporated into this Agreement by reference. Unless otherwise stated, all fees are quoted in US Dollars. Users may not use our Service to direct viewers to another venue, or otherwise promote or advertise such venue, for the purposes of fee avoidance. This includes posting links/URLs or providing information sufficient to locate or access those other venue(s). We may terminate your account and access to the Service if we feel, in our sole discretion, that you are attempting to circumvent the Fee Policy. Please refer to the Fee Policy for policies related to renewal, cancelation and refunds, if applicable.

7. Conduct Through the Service

Users can interact with the Services in various ways (including as visitor, member, creator, collector, curator, etc.) and such interactions are subject to these Terms. Your use of the Service is subject to all applicable laws and regulations, and you are solely responsible for your conduct through the Service. You agree that you will not:

7.1 Upload, publish, post, transmit, distribute, disseminate or otherwise make available through the Service any:

  • material that is harmful, abusive, defamatory, libelous, obscene, infringing, embarrassing, unwanted, invasive of another’s right of privacy or publicity, hateful, or racially, ethnically or otherwise offensive, objectionable, or depicts unlawful acts or extreme violence, or otherwise inappropriate as determined by us in our sole discretion;
  • sexually explicit content or pornography (provided, however, that non-sexual nudity is permitted);
  • material or information that infringes any copyright, trademark, patent, trade secret, privacy, publicity, or other right of others;
  • false or misleading information, including by way of example and without limitation, video thumbnails or description of any videos you make available through the Service;
  • files that contain any malicious code, including viruses, spyware, Trojan horses, worms, time bombs, cancelbots, corrupted data, or that may in any way damage or interfere with the operation of the Website, Service, other Users’ access to the Website or Service and/or other Users’ computers; or
  • unsolicited or unauthorized advertising, spam or other form of promotional messages.

7.2 Employ any techniques or make use of any services, automated or otherwise, designed to misrepresent the popularity of your or others’ Content, or to misrepresent your activity on the Service.

7.3 Defame, abuse, harass, stalk, threaten, bully or otherwise violate the legal rights of others.

7.4 Violate any applicable laws or regulations, or promote or encourage any illegal activity.

7.5 Impersonate another user or create a false identity, including but not limited to identities falsely indicating that the user is another user, a celebrity or other well known person, or our representative.

7.6 Gain or attempt to gain unauthorized access to the Service, Website, to other users’ account or profile information, or to computer systems and/or networks connected to the Service or Website.

7.7 Make false reports through the Service or to our administrators.

7.8 Take any action that imposes or may impose (as determined by us in our sole discretion) an unreasonable or disproportionately large load on our (or our Affiliates’ or 3rd Party Providers’) infrastructure.

7.9 Engage in fraudulent transactions.

8. Intellectual Property Information

8.1 Content

“Content” is defined as all digital material including, without limitation videos, photos, graphics, music, sounds, text, data, communications, information and other material that Users can view on, access through, upload to, or otherwise contribute to, the Service. This also includes messages, support forums, and other original content. We own all right, title and interest in the numberF Content we make available through the Service. Except for any rights specifically enumerated as being licensed to you hereunder, we reserve any and all of its rights to the numberF Content. You are only permitted to use the numberF Content as expressly authorized by us or the specific Content provider.

8.2 Specific License and Restrictions

By use of the Service you acknowledge, agree and otherwise consent not to engage in, permit another person or entity to engage, or otherwise be related to or a part of the following restricted activities: (i) market, share, distribute, offer to sell, sell or otherwise make reproductions or copies of the Website or Service or Content in any way inconsistent with the rights of use provided by the license herein; (ii) remove any applicable, relevant identification, copyright, trademark or other notices relating to the intellectual property; (iii) attempt to access source or object code of the Website or Service, by methods including reverse engineering or otherwise reducing it to a form readable without the use of a computer, except and unless any applicable statutes or laws specifically prohibit said restrictive language; (iv) amend, change, modify (including the creation of any derivative or other works) the Service or Content; (v) create code, software or other program that incorporates any elements of the Service; (vi) attempt to hack into, compromise or otherwise access the object or source code of the Service; (vii) use any robot, spider, scraper or other automated means to access the Service; or (viii) interrupt or attempt to interrupt the operation of the Service in any way.

8.3 Your Grant of Rights

If you submit Content to the Service, you acknowledge that you are the owner of any intellectual property rights in such Content, or have sufficient rights, title, interest or control to submit the Content to the Service without infringing any third-party rights. We do not claim any ownership rights in the Content that you submit or make available through the Service. However, to the extent you submit any Content you acknowledge and agree that you automatically grant (and represent and warrant that you have the right to grant) a royalty-free, worldwide, fully paid-up, perpetual, irrevocable, non-exclusive right and license to us to:

  • display, use, reproduce, distribute, archive, preserve, remove, and analyze your Content as we may deem necessary or desirable for any purpose in connection with the operation of the Service, and
  • copy, use, modify, reproduce, prepare derivative works of, display, post or otherwise make available your Content for marketing, promotional and/or other purposes in connection with us or the Service, in any media, and
  • delete any or all of your Content from the Service, whether intentionally or unintentionally, for any reason or no reason, without any liability of any kind to you or to any other party, and

enable Users of the Service to share or post your Content on third party sites, such as, without limitation, on social networking sites.

9. Third Party Websites and Information

The Service may link you to other websites on the Internet or otherwise include references to information, materials and/or services provided by other parties. These other websites and parties are not under our control, and you acknowledge that we are not responsible for the accuracy, copyright compliance, legality, decency, or any other aspect of the content of such websites, nor are we responsible for errors or omissions in any references to other parties or their products and services. The inclusion of such a link or reference is provided merely as a convenience and does not imply endorsement of, or association with, the website or party by us, or any warranty of any kind, either expressed or implied.

10. Procedure for Alleging Copyright Infringement

We will respond appropriately to notices of alleged copyright infringement that comply with the U.S. Digital Millennium Copyright Act (“Copyright”) and our Copyright Policy, published at www.numberf.com/copyright

11. Disclaimer of Warranties; Limitation of Liability

Neither we nor our affiliates, subsidiaries, officers, directors, stockholders, employees, licensors, distributors, sub-licensees, agents or subcontractors (collectively, “Affiliates”), warrant any connection to, transmission over, features or system functionality, or results or use of, any facilities provided or failed to be provided through the Service. THE SERVICE AND ALL CONTENT AND SOFTWARE ASSOCIATED THEREWITH, OR ANY OTHER FEATURES OR FUNCTIONALITIES ASSOCIATED WITH THE SERVICE, ARE PROVIDED "AS IS" AND "AS AVAILABLE" WITH ALL FAULTS AND WITHOUT WARRANTY OF ANY KIND, EITHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE, OR THE WARRANTY OF NON-INFRINGEMENT. WE MAKE NO WARRANTY THAT (A) THE SERVICE WILL MEET YOUR REQUIREMENTS, (B) THE SERVICE WILL BE UNINTERRUPTED, TIMELY, SECURE, OR ERROR-FREE, OR (C) THE QUALITY OF THE SERVICE, OR CONTENT AVAILABLE THROUGH THE SERVICE WILL MEET YOUR EXPECTATIONS OR BE FREE FROM MISTAKES, ERRORS OR DEFECTS. WE MAY MAKE CHANGES TO THE SERVICE, AT ANY TIME WITHOUT NOTICE. WE MAKE NO COMMITMENT TO UPDATE THE SERVICE. THE DISCLAIMERS OF LIABILITY CONTAINED IN THIS SECTION APPLY TO ANY DAMAGES OR INJURY CAUSED BY ANY FAILURE OF PERFORMANCE, ERROR, OMISSION, INTERRUPTION, DELETION, DEFECT, DELAY IN OPERATION OR TRANSMISSION, COMPUTER VIRUS, COMMUNICATION LINE FAILURE, THEFT OR DESTRUCTION OR UNAUTHORIZED ACCESS TO, ALTERATION OF, OR USE OF THE WEBSITE AND SERVICE, WHETHER FOR BREACH OF CONTRACT, TORTIOUS BEHAVIOR, NEGLIGENCE, OR UNDER ANY OTHER CAUSE OF ACTION. YOU ACKNOWLEDGE AND AGREE THAT WE AND OUR AFFILIATES ARE NOT LIABLE FOR ANY ACT OR FAILURE TO ACT OR ANY OTHER PERSON REGARDING CONDUCT, COMMUNICATION OR CONTENT THROUGH THE SERVICE. YOU ACKNOWLEDGE AND AGREE THAT YOUR EXCLUSIVE REMEDY FOR ANY DISPUTE WITH US IS TO STOP USING THE SERVICE, AND TO CANCEL YOUR USER ACCOUNT. IN NO CASE SHALL OUR LIABILITY OR OUR AFFILIATES TO YOU EXCEED THE AMOUNT THAT YOU PAID TO US OR OUR AFFILIATES AND/OR DESIGNEES FOR THE APPLICABLE SERVICES OR PRODUCTS GIVING RISE TO ANY SUCH LIABILITY. IN NO EVENT SHALL WE OR OUR AFFILIATES BE LIABLE TO YOU OR ANY THIRD PARTY FOR ANY SPECIAL, PUNITIVE, INCIDENTAL, INDIRECT OR CONSEQUENTIAL DAMAGES OF ANY KIND, OR ANY DAMAGES WHATSOEVER, INCLUDING, WITHOUT LIMITATION, THOSE RESULTING FROM LOSS OF USE, DATA OR PROFITS, WHETHER OR NOT WE HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, AND ON ANY THEORY OF LIABILITY, ARISING OUT OF OR IN CONNECTION WITH THE USE OF THE SERVICE. BECAUSE SOME STATES OR JURISDICTIONS DO NOT ALLOW THE EXCLUSION OR THE LIMITATION OF LIABILITY FOR CONSEQUENTIAL OR INCIDENTAL DAMAGES, IN SUCH STATES OR JURISDICTIONS, OUR LIABILITY AND OUR AFFILIATES SHALL BE LIMITED TO THE FULLEST EXTENT PERMITTED BY LAW. Residents of California are entitled to the following specific consumer rights information: you may contact the Complaint Assistance Unit of the Division of Consumer Services of the Department of Consumer Affairs by mail at 400 R St., Suite 1080, Sacramento, California, 95814, or by telephone at 916.445.1254. California residents expressly agree to waive California Civil Code Sec. 1542, which states: “A general release does not extend to claims which the creditor does not know or suspect to exist in his favor at the time of executing the release, which if known by him must have materially affected his settlement with the debtor.”

12. Indemnification

You agree to defend, indemnify, and hold us and our Affiliates harmless from all liabilities, claims, losses, costs and expenses, including attorney's fees, that arise from (a) your use of, or activities in connection with the Service; (b) any violation of these Terms by you or through your account or User profile; or (c) any allegation that any content that you make available via the Service infringes or otherwise violates the copyright, trademark, trade secret, privacy or other intellectual property or other rights of any third party. We reserve the right, at our own expense, to assume the exclusive defense and control of any matter otherwise subject to indemnification by you, in which event you will cooperate with us in asserting any available defenses.

13. Service Termination, Suspension and Changes

We reserve the right to terminate, suspend, or change any service or feature of the Service at any time, in whole or in part, for any reason or no reason, with or without notice to you. You agree that we shall not be liable for any loss or damage caused, directly or indirectly, by any such termination, suspension, or change.

14. International Use

Although the Service may be accessible worldwide, we make no representation that materials on the Service are appropriate or available for use in locations outside the United States, and accessing them from territories where their contents are illegal is prohibited. Those who choose to access the Service from other locations do so on their own initiative and are responsible for compliance with local laws, if and to the extent local laws are applicable.

15. Termination and Survivability of Terms

The Terms set forth herein continue to remain in full force and effect until such time as terminated by either party. You retain full discretion to end or terminate your user account and discontinue use of the Service at any time, pursuant to the Terms. The provisions of Sections 1 through 4, 5.3, 5.4, 6 through 12, 14, 15, and 17 through 23 shall survive any termination.

16. Assignment

We may assign these Terms, in whole or in part, at any time. Notwithstanding, you may not assign, transfer or sublicense any or all of your rights or obligations under these Terms without our express prior written consent.

17. Governing Law

The Service (excluding any linked websites) is governed by the laws of the United States of America. You agree that if you choose to access the Service from outside of the United States, other laws may apply and those laws shall affect this Terms only to the extent required by such jurisdiction. To the extent not covered by the Dispute Resolution provisions below any disputes between you and us shall be subject to the exclusive personal jurisdiction and venue of any court of competent jurisdiction where we are headquartered. However, the choice of law applicable to any disputes or arbitrations shall be Delaware, our place of incorporation.

18. Legal Compliance; Taxes

You shall comply with all applicable domestic and international laws, statutes, ordinances and regulations regarding your use of the Website and Service. In addition, you shall be responsible for paying any and all applicable taxes.

19. Dispute Resolution

A printed version of the Terms and of any notice given in electronic form shall be admissible in judicial or administrative proceedings. You and us agree that any cause of action arising out of or related to the Service must commence within one (1) year after the cause of action arose; otherwise, such cause of action is permanently barred. You hereby specifically acknowledge, agree and consent that you waive your right to a trial, by jury or otherwise, and that you agree that any suit, action, proceeding, dispute, controversy or claim (“Dispute”) arising out of or relating to this Terms or any of the transactions contemplated herein or related to the Service or any contests or services thereon will be dealt with in accordance with the following procedures. All parties shall first attempt to negotiate all Disputes informally for at least thirty (30) days before initiating any arbitration. Such informal negotiations shall commence following the receipt of a notice in writing by one of the parties sent to the other. We will send our notice to your mailing address, if provided, and email you a copy to the email address you have provided to us. You may send any notice to us to the addresses listed below. If the Dispute is not resolved through informal negotiations the Dispute shall be finally and exclusively resolved by binding arbitration before a sole arbitrator. If you are a resident of the United States, any arbitration will take place at any reasonable location within the United States convenient for you or anywhere we are headquartered. For residents outside the United States, any arbitration shall be initiated in the State where we are headquartered using the English language in accordance with the Commercial Arbitration Rules and Procedures of the American Arbitration Association (“AAA”) then in effect, by one arbitrator with substantial experience in resolving intellectual property and commercial contract disputes, who shall be selected from the appropriate list of AAA arbitrators. The determination of whether a Dispute is subject to arbitration shall be governed by the Federal Arbitration Act and determined by an arbitrator rather than a court. The prevailing party in any arbitration or other proceeding arising under these Terms shall be entitled to receive reimbursement of its reasonable expenses (including reasonable attorneys’ fees, expert witness fees and all other expenses) incurred in connection therewith. Judgment upon the award so rendered may be entered in a court having jurisdiction or application may be made to such court for judicial acceptance of any award and an order of enforcement, as the case may be. Notwithstanding the foregoing, each party shall have the right to institute an action in a court of proper jurisdiction for injunctive or other equitable relief pending a final decision by the arbitrator. Use of the Service is not authorized in any jurisdiction that does not give effect to all provisions of the Terms, including without limitation, this section. The parties agree that any arbitration shall be limited to the Dispute between you and us individually. To the full extent permitted by law, (1) no arbitration shall be joined with any other; (2) there is no right or authority for any Dispute to be arbitrated on a class-action basis or to utilize class action procedures; and (3) there is no right or authority for any Dispute to be brought in a purported representative capacity on behalf of the general public or any other persons. If you have a dispute with another User of the Service, you release us (and our officers, directors, agents, subsidiaries, joint ventures and employees) from any and all claims, demands and damages (actual and consequential) of every kind and nature, known and unknown, suspected and unsuspected, disclosed and undisclosed, arising out of or in any way connected with such disputes. We, at our sole discretion, may try to help resolve disputes between Users, however we have no obligation to do so.

20. Notices

All notices to a party shall be in writing and shall be made either via email or conventional mail. The parties agree that all correspondence relating to this Agreement shall be written in the English language. Notices to us must be sent by email to the attention of Customer Service at hello@numberf.com. Notices to you may be sent to the email or mailing address supplied by you as part of your user account, if any. In addition, we may broadcast notices or messages through the Service to inform you of changes to the Service or other matters of importance, and such broadcasts shall constitute notice to you at the time of sending.

21. Entire Agreement

This Agreement constitutes the entire agreement and understanding between us and supersedes all prior agreements and understandings of the parties. This Agreement may not be altered, supplemented, or amended by the use of any other document(s), unless otherwise agreed to in a written agreement signed by you and us. To the extent that anything in or associated with the Service is in conflict or inconsistent with these Terms, these Terms shall take precedence.

22. Severability

If any part of these Terms is determined to be invalid or unenforceable, then the invalid or unenforceable provision will be deemed superseded by a valid, enforceable provision that most closely matches the intent of the original provision and the remainder of these Terms shall continue in effect.

23. Miscellaneous

Nothing contained in these Terms is in derogation of our right to comply with governmental, court, and law enforcement requests or requirements relating to your use of the Service or information provided to or gathered by us with respect to such use. Any heading, caption or section title contained herein is inserted only as a matter of convenience, and in no way defines or explains any section or provision hereof.