Terms of Use

1. Terms of Use

Welcome to Numera.com. Numera and/or its affiliates (“Numera”) provide website (“Site”) features and other products and services to you when you visit Numera.com, use Numera products or services, use Numera applications, or use software provided by Numera in connections with any of the foregoing (collectively, “Numera Services”). Numera provides the Numera Services subject to the following terms of use (“Terms of Use”).

BY USING NUMERA SERVICES, YOU AGREE TO THESE TERMS OF USE. PLEASE READ THEM CAREFULLY. Numera reserves the right to revise and update these Terms of Use at any time. You should review these Terms of Use periodically as your continued use of Numera Services means you accept such changes.

We offer several Numera Services  and sometimes additional terms may apply.

When you use a Numera Service you will also be subject to the guidelines, terms and agreements applicable to those Numera Services (“Service Terms”). If these Terms of Use are inconsistent with the Service Terms, those Service Terms will control.

2. General Disclaimer - Information Contained in Numera Services Is Not Medical Advice

Any content created for, or included in, Numera Services is for the purpose of providing information only. It is not intended as the practice of medicine or the provision of medical care or services, nor is it intended to provide individualized medical or nutritional services. Numera Services does not provide medical advice.

Although we believe the information included as part of Numera Services to be accurate at the time it is first provided, because medical information changes rapidly, Numera makes no representation, express or implied, as to the accuracy, completeness or timeliness of the information. The content provided is not meant to be a substitute for medical advice, diagnosis or treatment, or for the individualized advice of a healthcare provider. Always consult your provider or other healthcare professional with any question regarding any medical or mental health condition, or before altering or undertaking any exercise or nutritional program or before taking any supplement.

You should not rely on any medical or nutritional information contained in Numera Services for help in emergency situations. Always consult your provider or other healthcare professional with any question regarding any medical or mental health condition, or for specific guidance regarding nutrition or physical activity.

3. Privacy

Please review our Privacy Policy & Notice , which also governs your use of Numera Services, to understand our practices.

4. Your Account & Obligations

In order to provide you with ease of access to your account and to help administer the Numera Services, Numera implements technology that enables us to recognize you as the account holder and provide you with direct access to your account without requiring you to retype any password or other user identification when you revisit the Numera Services.

With respect to your account, you agree to provide true, accurate, current, and complete information about yourself (including in the case where a health program administrator created your account for you, or you logged in with your Facebook credentials or through those of other third party providers). It is your responsibility to maintain and promptly update this account information to keep it true, accurate, current, and complete. You are responsible for maintaining the confidentiality of your account and credentials and restricting access to your computer and/or Numera device, and you agree to accept responsibility for all activities that occur under your account and credentials. You agree to immediately notify support@numera.com or dial 1.888.253.5001 in the event that (i) your password is lost or stolen, or (ii) you become aware of any unauthorized use of your password, or (iii) you become aware of any breach of security that might affect Numera Services.

Additionally, if you are an administrator responsible for creating user IDs for your institution, you agree on behalf of your institution that you personally and your institution are liable for any and all of these additional IDs and passwords.

Numera does not sell Numera Services to children. If you are under 18, you may use the Numera Services only with involvement of a parent or guardian.

You agree to use Numera Services only for lawful purposes. Any conduct by you that, in our sole discretion, restricts, inhibits, or interferes with the ability of any other user to enjoy Numera Services will not be tolerated, including by means of hacking or defacing any portion of this Site, or by engaging in spamming, flooding, or other disruptive activities. You are strictly prohibited from communicating on or through Numera Services any unlawful, harmful, offensive, threatening, abusive, libelous, harassing, defamatory, vulgar, obscene, profane, hateful, fraudulent, sexually explicit, racially, ethnically, or otherwise objectionable material of any sort, including, but not limited to, any material that encourages conduct that would constitute a criminal offense, give rise to civil liability, or otherwise violate any applicable local, state, national, or international law. We reserve the right to terminate or suspend your access to and use of Numera Services without notice, if we believe, in our sole discretion, that it is in violation of any applicable law or it is harmful to our interests or the interests, including intellectual property or other rights, of another user or other third party partners, affiliates, sponsors, providers, licensors, or merchants.

5. Termination of Services

You agree that Numera may, in its sole discretion, immediately terminate your use of Numera Services without any prior notice. Causes for such termination may include, but not be limited to, (i) breaches or violations of this Terms of Use, (ii) requests by law enforcement or other government agencies, (iii) a request by you (self-initiated account deletions) or written statement that you no longer wish to be bound by this Terms of Use, (iv) discontinuance or modification to the Numera Services (or any part thereof), (v) unexpected technical or security issues or problems, (vi) extended periods of inactivity, (vii) fraudulent or illegal activities performed by or on behalf of you in connection with the Numera Services and/or (viii) any other reason reasonably considered by Numera to be in its best interest.

Termination of your Numera account may include, at Numera's sole discretion, (i) removal of access to all offerings within Numera Services, (ii) deletion of your user name and password and all email, information, files and content associated therewith, and (iii) barring further use of Numera Services.

You also agree that Numera shall not be liable to you or any third-party for any termination of your access to Numera Services. Upon termination, Numera will have no further obligation or responsibility to you with respect to Numera Services, and you will have no further obligation or responsibility to Numera with respect to Numera Services, other than any liability, responsibility, or obligation of either party existing or arising prior to the effective date of such termination.

6. Disclaimer of Warranties and Limitation of Liability

THE NUMERA SERVICES AND ALL INFORMATION, CONTENT, MATERIALS, PRODUCTS (INCLUDING SOFTWARE) AND OTHER SERVICES INCLUDED ON OR OTHERWISE MADE AVAILABLE TO YOU THROUGH THE NUMERA SERVICES ARE PROVIDED BY NUMERA ON AN “AS IS” AND “AS AVAILABLE” BASIS, UNLESS OTHERWISE SPECIFIED IN WRITING. NUMERA MAKES NO REPRESENTATIONS OR WARRANTIES OF ANY KIND, EXPRESS OR IMPLIED, AS TO THE OPERATION OF THE NUMERA SERVICES, OR THE INFORMATION, CONTENT, MATERIALS, PRODUCTS (INCLUDING SOFTWARE) OR OTHER SERVICES INCLUDED ON OR OTHERWISE MADE AVAILABLE TO YOU THROUGH THE NUMERA SERVICES, UNLESS OTHERWISE SPECIFIED IN WRITING. YOU EXPRESSLY AGREE THAT YOUR USE OF NUMERA SERVICES IS AT YOUR SOLE RISK TO THE EXTENT PERMISSIBLE BY APPLICABLE LAW. NUMERA DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE. NUMERA 1511 3rd Avenue, Suite 808 | Seattle, WA 98101 | 800.233.4323 | www.numera.com DOES NOT WARRANT THAT THE NUMERA SERVICES, INFORMATION, CONTENT, MATERIALS, PRODUCTS (INCLUDING SOFTWARE) OR OTHER SERVICES INCLUDED ON OR OTHERWISE MADE AVAILABLE TO YOU THROUGH THE NUMERA SERVICES, OR ELECTRONIC COMMUNICATIONS SENT FROM NUMERA ARE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS. NUMERA WILL NOT BE LIABLE FOR ANY DAMAGES OF ANY KIND ARISING FROM THE USE OF ANY NUMERA SERVICE, OR FROM ANY INFORMATION, CONTENT, MATERIALS, PRODUCTS (INCLUDING SOFTWARE) OR OTHER SERVICES INCLUDED ON OR OTHERWISE MADE AVAILABLE TO YOU THROUGH ANY NUMERA SERVICE, INCLUDING, BUT NOT LIMITED TO DIRECT, INDIRECT, INCIDENTAL, PUNITIVE, AND CONSEQUENTIAL DAMAGES, UNLESS OTHERWISE SPECIFIED IN WRITING.

CERTAIN STATE LAWS DO NOT ALLOW LIMITATIONS ON IMPLIED WARRANTIES OR THE EXCLUSION OR LIMITATION OF CERTAIN DAMAGES. IF THESE LAWS APPLY TO YOU, SOME OR ALL OF THE ABOVE DISCLAIMERS, EXCLUSIONS, OR LIMITATIONS MAY NOT APPLY TO YOU, AND YOU MIGHT HAVE ADDITIONAL RIGHTS.

7. Links

Numera may provide links to third-party websites who advertise on Numera Services. Numera is not responsible for the content of linked third-party websites, or third-party advertisements, and does not make any representations regarding their content or accuracy. Your use of third-party websites is at your own risk and subject to the terms of use for those websites. Numera does not endorse any product advertised on third-party websites.

8. Indemnification

By your use of Numera Services, you agree to defend, indemnify and hold Numera, its officers, directors, employees, agents, and partners, harmless from and against any claims, actions or demands, liabilities and settlements including without limitation, reasonable legal and accounting fees, resulting from, or alleged to result from, your use of Numera Services, in a manner that violates or is alleged to violate these Terms of Use. Numera shall provide notice to you promptly of any such claim, suit, or proceeding and shall reasonably cooperate with you, at your expense, in your defense of any such claim, suit or proceeding.

9. Jurisdictional Issues and Dispute Resolution

This Terms of Use shall be governed by and construed in accordance with the laws of the State of California, without giving effect to any principles of conflicts of law. If the arbitration and dispute resolution provisions of this Terms of Use are not enforceable, you agree that, except as set forth below, any action at law or in equity arising out of or relating to this Terms of Use shall be filed only in the state and federal courts of the State of California, and you hereby consent and submit to the personal jurisdiction of such courts for the purposes of litigating any such action. Nothing in this Terms of Use shall be deemed to affect any statutory or other consumer rights that you may have under local laws which cannot be or have not been altered, limited or waived by this Terms of Use.

Dispute Resolution

Any controversy or claim between the parties or arising out of this Terms of Use or any use of Numera Services shall be determined by one disinterested arbitrator in binding arbitration pursuant to the Commercial Arbitration Rules and the Supplementary Procedures for Online Arbitration of the American Arbitration Association (the “AAA”). The arbitrator shall be experienced in agreements for information technology services, either as an attorney or as an information technology professional. If the parties fail to appoint an arbitrator within 45 days of the institution of the arbitration, the AAA shall select the arbitrator promptly thereafter. Any requests for accelerated, emergency or preliminary relief shall be submitted pursuant to the AAA’s Optional Rules for Emergency Measures of Protection. If any such requests are made before an arbitration panel is empanelled, then the AAA shall appoint one disinterested arbitrator as an arbitration panel to immediately hear and decide such request. The arbitration panel shall have the right to grant interim awards. Testimony shall be permitted by telephone, video conference and other forms of real-time telecommunications. If the arbitrator requires in-person hearings, the hearings shall be held in San Francisco, California, U.S.A. The arbitral award will be final and binding, and may be entered and enforced in any court of competent jurisdiction.

Waiver of Jury Trial and Class Actions

BY ENTERING INTO THESE TERMS OF USE, YOU AND NUMERA ACKNOWLEDGE AND AGREE TO WAIVE CERTAIN RIGHTS TO LITIGATE DISPUTES IN COURT, TO RECEIVE A JURY TRIAL, OR TO PARTICIPATE AS A PLAINTIFF OR AS A CLASS MEMBER IN ANY CLAIM ON A CLASS OR CONSOLIDATED BASIS OR IN A REPRESENTATIVE CAPACITY. YOU AND NUMERA BOTH AGREE THAT ANY ARBITRATION WILL BE CONDUCTED ON AN INDIVIDUAL BASIS AND NOT A CONSOLIDATED, CLASS-WIDE, OR REPRESENTATIVE BASIS AND THE ARBITRATOR SHALL HAVE NO AUTHORITY TO PROCEED WITH AN ARBITRATION ON A CLASS OR REPRESENTATIVE BASIS. THE ARBITRATOR MAY AWARD INJUNCTIVE RELIEF ONLY IN FAVOR OF THE INDIVIDUAL PARTY SEEKING RELIEF AND ONLY TO THE EXTENT NECESSARY TO PROVIDE RELIEF WARRANTED BY THAT PARTY'S INDIVIDUAL CLAIM. IF FOR ANY REASON THE ARBITRATION CLAUSE SET FORTH IN THIS TERMS OF USE IS DEEMED INAPPLICABLE OR INVALID, OR THE EXTENT THE ARBITRATION CLAUSE ALLOWS FOR LITIGATION OF DISPUTES IN COURT, YOU AND NUMERA BOTH WAIVE, TO THE FULLEST EXTENT ALLOWED BY LAW, ANY RIGHT TO PURSUE OR TO PARTICIPATE AS A PLAINTIFF OR AS A CLASS MEMBER IN ANY CLAIM ON A CLASS OR CONSOLIDATED BASIS OR IN A REPRESENTATIVE CAPACITY.

10. Assignment

You may not assign, convey, subcontract or delegate your rights, duties or obligations hereunder.

11. Severability

These Terms of Use shall be deemed severable. In the event that any provision is determined to be unenforceable or invalid, such provision shall nonetheless be enforced to the fullest extent permitted by applicable law, and such determination shall not affect the validity and enforceability of any other remaining provisions.

12. Headings

The heading used in these Terms of Use are included by convenience only and will not limit or otherwise affect these Terms of Use.

13. Entire Agreement

THIS CONSTITUTES THE ENTIRE AGREEMENT BETWEEN YOU AND NUMERA WITH RESPECT TO NUMERA SERVICES.

14. Intellectual Property Protection

The trademarks, service marks, trade names, trade dress, patents and copyrights featured on Numera Services are owned by Numera and protected by United States and international trademark laws. You agree not to use or display trademarks without the prior written consent of Numera or the owner of such mark.

Content included in or made available through any Numera Service, including but not limited to graphic images, buttons, and text, (“Content”) is the property of Numera and protected by United States and international copyright laws. Certain materials are used by permission of their respective owners. Content may not be copied, reproduced, republished, uploaded, posted, transmitted, or distributed in any way without the prior written permission of Numera, except that, subject to your compliance with the Terms of Use, Numera authorizes you to view or download a single copy of the Content solely for your use in your business provided that you keep intact all copyright, trademark, and other proprietary notices. Modification of Content or use of Content for any other purpose is a violation of the rights of Numera or third parties. Nothing herein shall be construed as conferring by implication, estoppel, or otherwise, any license or right under any copyright, patent, trademark, or other proprietary interest of Numera or third parties.