Effective Date: November 12, 2025
RECEIPT HOG – U.S. AND CANADA TERMS AND CONDITIONS
Welcome to Receipt Hog. These Terms and Conditions (“Terms” or “Agreement”) apply to your access and use of the Receipt Hog website located at http://www.receipthog.com. These Terms also apply to your access and use of all other websites, mobile sites, and mobile applications (including the Receipt Hog mobile application) where these Terms appear or are linked (collectively, the “Site”), which are owned and operated by Market Track, LLC d/b/a Numerator (“Numerator”, also referred to herein as “we”, “us”, or “our”). These Terms also govern our provision to you of our services, which you may access and use on the Site (the “Services”). In these Terms, “Customer”, “User” or “you” means any person accessing or using the Site.
THE TERMS CONSTITUTE A LEGALLY BINDING AGREEMENT BETWEEN YOU AND NUMERATOR (COLLECTIVELY, THE “PARTIES”). PLEASE CAREFULLY READ THEM BEFORE ACCESSING OR USING THE SITE OR ANY OF OUR SERVICES. BY ACCESSING OR USING THE SITE OR ANY OF OUR SERVICES, OR BY CLICKING A BOX THAT STATES YOU ACCEPT OR AGREE TO THESE TERMS, YOU ACKNOWLEDGE THAT YOU HAVE READ AND UNDERSTOOD THE TERMS, MEET THE QUALIFICATIONS INCLUDED IN THE TERMS, AND AGREE TO BE BOUND BY THE TERMS, WHETHER OR NOT YOU ARE A REGISTERED USER OF OUR SERVICES.
PLEASE NOTE: EXCEPT WHERE PROHIBITED BY APPLICABLE LAW (WHICH MAY INCLUDE THE PROVINCE OF BRITISH COLUMBIA AND INCLUDES THE PROVINCE OF QUEBEC), THESE TERMS CONTAIN A MUTUAL DISPUTE RESOLUTION/ARBITRATION AGREEMENT, A CLASS ACTION WAIVER, AND A JURY TRIAL WAIVER, EACH OF WHICH AFFECTS YOUR RIGHTS, UNLESS YOU RESIDE IN THE PROVINCE OF QUEBEC. THESE PROVISIONS AFFECT HOW DISPUTES ARE RESOLVED. YOU AGREE TO BE BOUND BY THESE PROVISIONS, UNLESS YOU RESIDE IN THE PROVINCE OF QUEBEC. IN ARBITRATION, THERE IS NO JUDGE OR JURY AND THERE IS LESS DISCOVERY AND APPELLATE REVIEW THAN IN COURT. PLEASE REVIEW THESE PROVISIONS CAREFULLY.
1. Eligibility & Registration
In order to access and use the Site and the Services, you must register with us and create an account (“Account”). You represent and warrant that: (i) you are of legal age to form a binding contract in the state, province, territory or other jurisdiction in which you reside; (ii) you will provide us with accurate, current and complete registration information; (iii) your registration and your use of the Site and our Services is not prohibited by law; and (iv) your registration uses an actual email address owned and operated by you. By registering and creating an Account, you agree to receive email communications from us regarding your Account and the Services and you.
You are responsible for your own registration and Account and all use of the Services under your registration and Account. You are responsible for maintaining the confidentiality of your Account and password and you shall not share your password with any third party and you will not access the Services using the registration, Account, or password of any third party except as expressly permitted by the Terms. We are not responsible for any unauthorized access of your Account or any unauthorized use of any Account balances or rewards or other Promotions under your Account. If you reside in the Province of Quebec, the foregoing does not purport to liberate us from the consequences of our own acts or the acts of our representatives.
Your registration and your Account is personal to you and is not transferable by you to any third party without our prior written consent.
2. Minors
USE OF THIS SITE IS LIMITED TO USERS WHO ARE AT LEAST THE AGE OF MAJORITY IN THE JURISDICTION FROM WHICH THEY ARE USING THE SITE. NO USE OF THE SERVICES OR THE SITE IS DIRECTED TO USERS UNDER THE AGE OF MAJORITY. IF YOU ARE UNDER THE AGE OF MAJORITY, YOU ARE NOT PERMITTED TO USE THIS SITE, REGISTER AS A CUSTOMER OR SEND PERSONAL INFORMATION TO NUMERATOR.
3. Our Content
All content made available to you through the Site and the Services such as text, images, illustrations, graphics, sound, audio, video, music, marks, logos, service marks, button icons, software, messages, media, data, information, compilations (meaning the collection, arrangement and assembly of information), and other content (collectively, the “Content”) is proprietary to us or to our third party providers and is protected by copyright and other applicable laws including laws for the protection of intellectual property rights. Except as otherwise expressly permitted by these Terms, any access, use, exploitation, copying, making derivative works, transmitting, posting, linking, deep linking, licensing, sublicensing, distribution, sale, decompilation, modification, reverse engineering, translation or disassembly of the Content is prohibited.
Except for our Applications, we grant you a limited, revocable and non-transferable license to access and make personal use of the Content for noncommercial purposes only and only to the extent such use does not violate these Terms. You may download, print and copy such Content for personal, noncommercial purposes only, provided you do not modify or alter the Content in any way, delete or change any copyright or trademark notice, or violate these Terms in any way. Accessing, downloading, printing, posting, storing or otherwise using the Content for any commercial purpose, whether on behalf of yourself or on behalf of any third party, constitutes a material breach of these Terms.
Content is also provided by third party visitors to the Site. Please note that Site visitors may post content that is inaccurate, misleading, or deceptive. Numerator neither endorses nor is responsible for any opinion, advice, information, or statements made by third parties. The opinions expressed by third parties reflect solely the opinions of the individuals who submitted such opinions and may not reflect the opinions of Numerator.
4. Our Applications
We grant you a limited, revocable and non-transferable license to use the mobile applications that we make available to you (collectively, “Applications”) on devices you own or have a legal right to use in accordance with these Terms, and any additional terms specific to the particular Application. You have no rights other than the foregoing limited license to the Applications. Our Applications include our proprietary software and related documentation and any enhancements or modifications thereto and are provided to you for the sole purpose of permitting you to access and use the Services. You may not sublicense, assign or transfer any licenses granted by us, and any attempt at such sublicense, assignment or transfer will be null and void. You may make one copy of our Applications for archival purposes only. You may not otherwise copy, distribute, modify, reverse engineer, or create derivative works from the Applications.
You agree, and represent and warrant, that your use of the Site and the Services will be consistent with the foregoing licenses, covenants and restrictions and will neither infringe nor violate the rights of any other party or breach any contract or legal duty to any other parties. In addition, you agree that you will comply with all applicable laws, regulations and ordinances relating to the Site and the Services and your use of any of them, and that in using the Site and the Services, you will not engage in any conduct that restricts or inhibits any other person from using or enjoying the Site or the Services.
You acknowledge that we may from time-to-time issue updated or upgraded versions of the Applications and may (subject to your device settings) automatically electronically update or upgrade the version of the Application that you are then currently using on your mobile device. You consent to receive updates or upgrades to the Application automatically without providing further consent each time. The Applications (including any updates or upgrades) may: (i) cause your device to automatically communicate with our servers to deliver the functionality described in the Application description or through new features as they are introduced, and to record usage metrics; (ii) affect preferences or data stored on your device; and (iii) collect personal information as set out in our Privacy Policy. We are not responsible if an update or upgrade affects how the Application works if this is caused by your own equipment or device not supporting the update or upgrade. You can withdraw consent at any time by uninstalling the app or by contacting us at privacy@numerator.com.
5. Your Devices
You must have access to the Internet through your own device such as a computer or smartphone to access the Site and to receive the Services. You are responsible for obtaining and maintaining the device that you use to access the Site and the Services, and for paying for such device and any related telecommunications charges. We are not liable for any loss or damage you suffer arising from damage to equipment used in connection with use of the Site or the Services.
6. Receipt Hog Account Use; Reward Redemption
a. You may register for one Account per person from within the Receipt Hog Application. Your Account status can be checked at any time from within the Receipt Hog Application.
b. Individuals may only open one Account. Attempts by a single person to open multiple Accounts may result in suspension of their primary Account (and any duplicative or secondary accounts) and associated rewards. If you reside in the Province of Quebec, you will receive a notice when such suspension occurs, specifying the grounds for the suspension.
c. Reward redemptions must be made within the Receipt Hog Application. You cannot redeem rewards outside of the Receipt Hog Application.
d. Promotions (as defined herein) may be subject to additional terms and conditions, in which case such terms and conditions will be presented to you at the time you elect to participate in the applicable Promotion. If you do not agree to the additional terms and conditions applicable to a Promotion, then you should not participate in that particular Promotion.
e. Receipt images for in-store and e-commerce transactions uploaded or otherwise provided by you through the Receipt Hog Application must legibly include (a) the retailer name, (b) all individual items purchased and their prices, (c) the total amount paid and (d) the transaction date. If any of the foregoing receipt information is illegible or missing, your receipt may not earn rewards, in our sole discretion. If you reside in the Province of Quebec, you will be notified of the fact and the reasons for which you will not earn rewards.
f. Receipt images for in-store and e-commerce transactions must be uploaded within 14 days of the in-store transaction to be eligible for rewards. The same receipt may not be uploaded more than once. Up to 3 receipts per retailer per transaction date may be eligible for rewards. You may only submit real, unmodified receipts for shopping trips that you were part of.
g. Receipts that earn rewards are limited to receipts from specified eligible retailers and/or stores as detailed within the Receipt Hog Application; such eligible retailers or stores may be changed within the Receipt Hog Application at any time in our sole discretion without any obligation or liability to you.
h. Except where prohibited by applicable law (which may include the Province of Quebec), we reserve the right to change Receipt Hog Application features and functionality and reward redemption options at any time without any obligation or liability to you. If you reside in the Province of Quebec, you will receive a notice of these changes between 90 and 60 days before they come into force.
i. The minimum reward redemption value is $5 (1,000 Coins).
j. We will attempt to process redemption requests within 7 days of their submission.
k. If you reside in the U.S., we may suspend or eliminate your Receipt Hog Account after three consecutive months of inactivity. If you reside in Canada, we may suspend or eliminate your Receipt Hog Account after one year of inactivity. Inactivity means not uploading receipts or sharing data related to purchases or making redemption requests. If you reside in the Province of Quebec, you will receive a notice of inactivity between 30 and 60 days before the elimination of your Receipt Hog Account.
l. You may not submit receipts resulting from shopping trips that you were not a part of or that have been modified in any way. We may suspend or eliminate your Receipt Hog Account if fraudulent activity is suspected and/or if receipts submitted are not the direct result of your shopping activity. If you reside in the Province of Quebec, you will receive a notice when such suspension or elimination occurs, specifying the grounds for the suspension or elimination.
7. Sweepstakes, Contests & Promotions
Any sweepstakes, contests or other promotions (collectively, “Promotions”) that may be offered via the Site may be governed by a separate set of rules that may have eligibility requirements, such as certain age or geographic area restrictions, terms and conditions governing the Promotions, use of submissions, and disclosures about how your personal information may be used subject to our Privacy Policy published at https://app.receipthog.com/mobile/privacy. It is your responsibility to read these rules to determine whether or not you want to and are eligible to participate, register and/or enter, and to determine the applicable terms and conditions of the Promotion. By participating in a Promotion, you will be subject to those rules, and you agree to comply with and abide by such rules.
8. Third Party Websites and Content
The Site may contain links and interactive functionality interacting with the websites of third parties, including social sites and retailer and/or store sites. We are not responsible for and have no liability for the functionality, actions, inactions, privacy settings, privacy policies, terms, or content of any such site. Before visiting any such third-party site, we strongly recommend that you review and understand the terms and conditions, privacy policies, settings, and information-sharing functions of each such third-party site. The links and interactive functionality for third-party sites on the Site do not constitute an endorsement by us of such third-party sites. Other sites may link to the Site with or without our authorization, and we may block any links to or from the Site. YOUR USE OF THIRD-PARTY SITES AND RESOURCES IS AT YOUR OWN RISK.
To the extent contemplated by the Site, you may direct Numerator to retrieve data and information from your email account or from your accounts with third parties (each, a “Third Party Account”). If you enable this feature, you hereby authorize Numerator to use and store that information for purposes of providing the Site and Services to you. You grant Numerator a limited power of attorney to access those Third Party Accounts and retrieve the data, content and information from such Third Party Accounts (the “Third Party Account Data”). You acknowledge and agree that (a) you are responsible for the accuracy, quality, and legality of any and all Third Party Account Data, and (b) we are not responsible for and have no liability for such Third Party Account or Third Party Account Data.
9. Information You Submit; Feedback and User Materials
For any data or information you submit through the Site (excluding personal information where prohibited by applicable law but including Feedback, as defined herein) and any Third Party Account Data we retrieve (collectively, “User Materials”), you grant to Numerator a non-exclusive, sub-licensable, fully paid-up, perpetual, irrevocable, royalty-free, transferable right and license to use, display, perform, transmit, copy, modify, delete, adapt, publish, translate, create derivative works from, sell and distribute such User Materials and to incorporate the User Materials into any form, medium, or technology, now known or hereafter developed, throughout the world, including but not limited to digital media and advertising channels, all without compensation to you. For clarity, you acknowledge and agree that Numerator may input, submit or otherwise provide the User Materials to, or use the User Materials with, any artificial intelligence systems or machine learning models, including using the User Materials to train or improve any such systems or models. “Feedback” shall mean any comments, ideas or suggestions for the Site.
You agree that any User Materials: (a) will be accurate; (b) will not violate or facilitate the violation of any law or regulation; (c) will not violate any right of a third party, including intellectual property or publicity rights; (d) will not cause injury to any person or entity; and (e) will not contain, or provide links to, obscene, profane, or threatening language, malware, political campaigning, commercial solicitation, chain letters, mass mailings, any form of « spam », or any material that could be considered harmful, sexually explicit, exploitative, indecent, lewd, violent, abusive, or degrading. You are solely responsible for the User Materials, and we assume no liability for any User Materials. You acknowledge and agree that we reserve the right (but have no obligation) to do any or all of the following, in our sole discretion: (i) monitor User Materials; (ii) alter, remove, or refuse to post or allow to be posted or imported any User Materials; and/or (iii) disclose any User Materials, and the circumstances surrounding its transmission, to any third party. For this reason, do not send us or provide us access to any User Materials that you do not wish to license to us, including any confidential or personal information. In addition, you grant to us the right to include the name provided along with the User Materials; provided, however, we will have no obligation to include such name with such User Materials. We are not responsible for the use or disclosure of any personal information that you voluntarily disclose in connection with any User Materials you submit or make available to us. You represent and warrant that you have all rights necessary for you to grant the licenses granted in this Section, including but not limited to permission from or on behalf of any individuals that appear in the User Materials to use, and grant to third parties such as Numerator the right to use, their name, image, voice and/or likeness without compensation to you or any other person or entity. You further irrevocably waive any « moral rights » or other rights with respect to attribution of authorship or integrity of materials regarding User Materials that you may have under any applicable law under any legal theory.
10. Warranty Disclaimer
We do not warrant that Receipt Hog will operate error-free or without downtime.
We may pause or interrupt the Site or the Services at any time, and users should expect periodic downtime for updates to the Site or Services.
Because we do not control the security of the Internet, or other networks you use to access the Site, we are not responsible for the security of information that you choose to share with us while it is being transmitted to us and we are not responsible for any data lost during transmission.
WE HEREBY EXPRESSLY DISCLAIM ANY AND ALL WARRANTIES OR CONDITIONS, WHETHER EXPRESS OR IMPLIED, INCLUDING: (I) ALL WARRANTIES OR CONDITIONS OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, NONINFRINGEMENT, AND ANY AND ALL WARRANTIES OR CONDITIONS ARISING FROM COURSE OF DEALING AND USAGE OF TRADE; (II) THAT THE SITE, SERVICES, APPLICATIONS, PROMOTIONS AND OTHER SERVICES, WILL MEET YOUR REQUIREMENTS, WILL ALWAYS BE AVAILABLE, ACCESSIBLE, UNINTERRUPTED, TIMELY, SECURE OR OPERATE WITHOUT ERROR, (III) AS TO THE RESULTS THAT MAY BE OBTAINED FROM THE OPERATION, USE OR OTHER EXPLOITATION OF THE SITE, SERVICES, APPLICATIONS, PROMOTIONS AND OTHER SERVICES, AND (IV) AS TO THE ACCURACY OR RELIABILITY OF ANY INFORMATION OBTAINED FROM THE SITE, SERVICES, APPLICATIONS, PROMOTIONS AND OTHER SERVICES. NO ADVICE OR INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED BY YOU FROM OR THROUGH THE SITE WILL CREATE ANY WARRANTY EXPRESS OR IMPLIED. IF YOU RESIDE IN THE PROVINCE OF QUEBEC, THE FOREGOING DOES NOT PURPORT TO LIBERATE US FROM THE CONSEQUENCES OF OUR OWN ACTS OR THE ACTS OF OUR REPRESENTATIVES.
11. Limitation of Liability
IN JURISDICTIONS WHERE LIMITATION OF LIABILITY FOR CONSEQUENTIAL OR INCIDENTAL DAMAGES IS NOT PERMITTED, OUR LIABILITY IS LIMITED TO THE MAXIMUM EXTENT PERMITTED BY LAW. IF YOU RESIDE IN THE PROVINCE OF QUEBEC, THE FOLLOWING DOES NOT PURPORT TO LIBERATE US FROM THE CONSEQUENCES OF OUR OWN ACTS OR THE ACTS OF OUR REPRESENTATIVES.
NEITHER WE NOR OUR PARENTS, SUBSIDIARIES, AFFILIATES, PARTNERS, OR LICENSORS WILL BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, EXEMPLARY, DELAY, OR CONSEQUENTIAL DAMAGES, HOWEVER CAUSED, UNDER ANY THEORY OF LIABILITY, WHETHER IN CONTRACT, STRICT LIABILITY, OR TORT (INCLUDING NEGLIGENCE OR OTHERWISE), RELATING TO OR ARISING IN CONNECTION WITH OR OUT OF THE SITE, SERVICES OR ANY OTHER TRANSACTION OR SERVICE CONTEMPLATED BY THESE TERMS, EVEN IF WE HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, INCLUDING, WITHOUT LIMITATION, ANY LOSS OF OPPORTUNITY, REVENUES OR PROFITS, BUSINESS INTERRUPTION, OR PROCUREMENT OF SUBSTITUTE GOODS OR SERVICES. OUR TOTAL CUMULATIVE LIABILITY IN CONNECTION WITH THESE TERMS, THE SITE, SERVICES AND ALL OTHER TRANSACTIONS OR SERVICES PROVIDED UNDER THESE TERMS, WHETHER IN CONTRACT OR TORT OR OTHERWISE, WILL NOT EXCEED $50. YOU AGREE THAT WE WOULD NOT ENTER INTO THESE TERMS WITHOUT THESE LIMITATIONS ON OUR LIABILITY.
12. Indemnification
You agree to defend, indemnify and hold us and our officers, directors, shareholders, affiliates, employees, agents, contractors, assigns, users, customers, providers, licensors, and successors in interest (“Indemnified Parties”) harmless from any and all losses, liabilities, damages, fees, expenses, and costs (including reasonable attorneys’ fees, court costs, damages awards, and settlement amounts), arising from or in connection with any third party claim, action, or demand relating to: (i) your use of the Site, Application or Services; (ii) User Materials; (iii) your breach of any representation, warranty, or other provision of these Terms; (iv) your violation of any applicable law, rule or regulation; or (v) your willful misconduct. We will provide you notice of any such claim or allegation, and we reserve the right to participate in the defense of any such claim at our own expense.
13. Digital Millennium Copyright Act
Our policy is to respond to notices of alleged infringement that comply with the Digital Millennium Copyright Act (“DMCA”). Copyright-infringing materials found on the Site can be identified and removed via our process listed below, and you agree to comply with such process in the event you are involved in any claim of copyright infringement to which the DMCA may be applicable.
If you have any complaints or objections to material posted on the Site, you may contact us at the following address:
24 E Washington St, Suite 1200
Chicago, IL 60602
legal@receipthog.com
Any notice alleging that materials hosted by or distributed through the Site infringe intellectual property rights must include the following information:
a. an electronic or physical signature of the person authorized to act on behalf of the owner of the copyright or other right being infringed;
b. a description of the copyrighted work or other intellectual property that you claim has been infringed;
c. a description of the material that you claim is infringing and where it is located on the Site;
d. your address, telephone number, and email address;
e. a statement by you that you have a good faith belief that the use of the materials on the Site of which you are complaining is not authorized by the copyright owner, its agent, or the law; and
f. a statement by you that the above information in your notice is accurate and that, under penalty of perjury, you are the copyright or intellectual property owner or authorized to act on the copyright or intellectual property owner’s behalf.
Under the DMCA, we are required to take reasonable steps to notify the user who posted the allegedly infringing content (“Alleged Infringer”). The Alleged Infringer is allowed under the law to send us a counter-notification. Notices and counter-notices are legal notices distinct from regular Site activities or communications. We may publish or share them with third parties in our sole discretion (in addition to producing them pursuant to a subpoena or other legal discovery request). Anyone making a false or fraudulent notice or counter-notice may be liable for damages under the DMCA, including costs and attorneys’ fees. Any person who is unsure of whether certain material infringes a copyright held by such person or a third party should contact an attorney.
14. Privacy Policy
We respect the privacy of our users. Please view our Privacy Policy published at https://app.receipthog.com/mobile/privacy. Please read this policy carefully and note that it may be updated from time to time.
15. Arbitration
THE LAWS OF CERTAIN JURISDICTIONS (WHICH MAY INCLUDE THE PROVINCE OF BRITISH COLUMBIA) MAY NOT ALLOW A MANDATORY ARBITRATION CLAUSE. IF THESE LAWS APPLY TO YOU, SOME OR ALL OF THE PROVISIONS IN SECTION 15 MAY NOT APPLY TO YOU, AND YOU MAY HAVE ADDITIONAL RIGHTS. NONE OF THE PROVISIONS IN SECTION 15 APPLY TO YOU IF YOU RESIDE IN THE PROVINCE OF QUEBEC.
a. Mandatory Informal Dispute Resolution Process. You and we each agree that in the event of a dispute in connection with the Site (a “Dispute”), we will each make a good faith effort to resolve it informally before initiating formal proceedings. This process should lead to a resolution. In connection with any Dispute, a notice (“Notice”) must be sent to the other party that describes the Dispute. The Notice must include the claimant’s name, address, telephone number, email address, sufficient information to identify the issue; and a detailed description of (i) the Dispute, (ii) the nature and basis of the claims, and (iii) the nature and basis of the relief sought with a calculation for it. The Notice must be personally signed by the party initiating the Dispute (and counsel if represented). You must send the Notice by email to legal@numerator.com or by mail to: 24 E Washington St. Suite 1200, Chicago IL 60605. If we have a Dispute with you, we will send the Notice to the address on file for you. After a fully completed Notice is received, you and we each agree to negotiate in good faith, including through an informal and individualized telephone conference between you and us if the party receiving the Notice makes such a request. If such a request is made, you and our representative must personally appear at and participate in the telephone conference (if the parties are represented by counsel, counsel may also participate). Completion of the process set forth in this Section 15(a) (the “Mandatory Informal Dispute Resolution Process”) is a condition precedent to initiating a claim in arbitration. If the sufficiency of a Notice or compliance with this Mandatory Informal Dispute Resolution Process is at issue, such issue may be raised with and decided by a court of competent jurisdiction at either party’s election, and during such court proceeding, any arbitration shall be stayed. The court shall have the authority to enforce this condition precedent to arbitration, which includes the power to enjoin the filing or prosecution of arbitrations and the assessment or collection of arbitration fees. Nothing in this Section limits the right of a party to seek damages or other relief in arbitration for noncompliance with this Mandatory Informal Dispute Resolution Process. All applicable limitations periods (including statutes of limitations) shall be tolled from the date of receipt of a completed Notice through the conclusion of this Mandatory Informal Dispute Resolution Process. You or we may commence arbitration only if the Dispute is not resolved through this Mandatory Informal Dispute Resolution Process.
b. Arbitration Procedures. After exhaustion of the Mandatory Informal Dispute Resolution Process, You and Numerator agree that any unresolved Dispute will be resolved exclusively through final and binding individual arbitration with the limited exception set forth below. The term “Dispute” and the requirement to arbitrate will be broadly interpreted. Notwithstanding the foregoing, you and we may bring suit in court to enjoin infringement or other misuse of intellectual property rights. This Arbitration Agreement applies to disputes arising before, on, or after the date you access the Site and will survive any termination of these Terms or other agreement You may have with us, along with the remainder of this Section.
c. Arbitration Rules. The arbitration shall be administered by and conducted in accordance with the applicable rules of the American Arbitration Association (“AAA”), including the AAA’s Consumer Arbitration Rules (where appropriate) and the AAA’s Mass Arbitration Supplementary Rules (collectively, “AAA Rules”), as modified by this Arbitration Agreement. The AAA Rules are available online at www.adr.org. You and we agree that the AAA’s administrative determination to register this Arbitration Agreement means it comports with the Consumer Due Process Protocol and that neither a court nor an arbitrator may revisit that decision. If the AAA is unavailable or unwilling to administer the arbitration consistent with this Arbitration Agreement, the parties shall agree on an administrator that will do so. If the parties cannot agree, they shall petition a court of competent jurisdiction to appoint an administrator that will do so. An arbitration demand must be accompanied by a certification of compliance with the Mandatory Informal Dispute Resolution Process and be personally signed by the party initiating arbitration (and counsel, if represented). By submitting an arbitration demand, the party and counsel represent that, as in court, they are complying with the requirements of Federal Rule of Civil Procedure 11(b). The arbitrator is authorized to impose any sanctions available under Federal Rule of Civil Procedure 11 against represented parties and their counsel. You may choose to have the arbitration conducted by a phone, video, or in-person hearing, or through written submissions, except any Dispute seeking $25,000 or more or injunctive relief shall have an in-person or video hearing unless the parties agree otherwise. Both parties reserve the right to request a hearing in any matter from the arbitrator. You and our representative will personally appear at any hearing (with counsel, if represented). Any in-person hearing will be held in the county or parish in which you reside or at another mutually agreed location. If requested by either party, You and our representative shall personally appear (with counsel if represented) at an individualized telephone case management conference with the AAA before an arbitrator is appointed. An arbitrator may award on an individual basis any relief that would be available in a court, including injunctive or declaratory 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. To the maximum extent permitted by applicable law, You and we agree that each may bring claims against the other only in Your or Our individual capacity and not as a plaintiff or class member in any purported class, collective, consolidated, private attorney general, or representative proceeding. Further, unless both You and we agree otherwise, an arbitrator may not consolidate more than one person’s claims and may not otherwise preside over any form of class, collective, consolidated, private attorney general, or representative proceeding. An arbitrator must follow and enforce these Terms as a court would. If, after exhaustion of all appeals, any of these prohibitions on non-individualized injunctive or declaratory relief and class, collective, consolidated, private attorney general, or representative proceedings are found to be unenforceable with respect to a particular claim or request for relief (such as a request for public injunctive relief), then such a claim or request for relief will be decided by a court of competent jurisdiction, after all other claims and requests for relief are arbitrated. The arbitrator shall issue a reasoned written decision sufficient to explain essential findings and conclusions. The arbitrator shall apply the cost-shifting provisions of Federal Rule of Civil Procedure 68 after entry of an award. Judgment on any arbitration award may be entered in any court of competent jurisdiction, except an award that has been satisfied may not be entered in any court. An award shall have no preclusive effect in any other arbitration or proceeding in which You are not a named party.
d. Delegation/Arbitrability. You and we agree that these Terms evidence a transaction in interstate commerce and the Federal Arbitration Act (“FAA”) applies to this Arbitration Agreement exclusively and governs its interpretation and enforcement. The arbitrator shall decide all issues except the following, which are for a court of competent jurisdiction to decide: (i) issues that are reserved for a court in these Terms; (ii) issues that relate to the scope, validity, and enforceability of the Arbitration Agreement, class action waiver, jury trial waiver, or any of the provisions of this Section; and (iii) issues that relate to the arbitrability of any Dispute.
e. Costs of Arbitration.
i. Arbitration fees will be governed by the applicable AAA Rules and fee schedule. You and we agree that the parties have a shared interest in reducing the costs and increasing the efficiencies associated with arbitration. Therefore, You or we may elect to engage with the AAA regarding arbitration fees, and agree that the parties (and counsel, if represented) will work together in good faith to ensure that arbitration remains cost-effective for all parties. If the arbitrator determines that Your claim was filed for purposes of harassment or is frivolous, the arbitrator may require You to reimburse Numerator for any filing, administrative or arbitrator fees associated with the arbitration.
ii. If You or Numerator files or causes to be filed in any court, agency, or other non-arbitral tribunal a Dispute that is subject to arbitration under this Arbitration Agreement (an “Arbitrable Suit”), the defendant/respondent may provide written notice to the plaintiff/claimant (or its attorney) of its duty to arbitrate the Arbitrable Suit and to comply with the Mandatory Informal Dispute Resolution Process set forth above. If the plaintiff/claimant does not dismiss the Arbitrable Suit within 14 calendar days of such notice, and the defendant/respondent successfully moves to compel compliance with the terms of this Arbitration Agreement, the plaintiff/claimant shall be responsible for paying the reasonable attorneys’ fees and other costs incurred by the defendant/respondent in responding to and moving to compel arbitration of the Arbitrable Suit to the maximum extent permitted by applicable law. Any request for such fees and costs shall be addressed to and decided by an arbitrator as if it were a Dispute and otherwise addressed in accordance with these Terms.
f. Future Changes to Arbitration Agreement. If we make any future changes to this Arbitration Agreement (other than a change to our contact information), You may reject any such change by sending a personally signed, written notice to the following address within 30 days of the change with a clear statement describing the changes to the Arbitration Agreement that you wish to opt out: by email to legal@numerator.com or by mail to: 24 E Washington St. Suite 1200, Chicago IL 60605. Such written notice does not constitute an opt-out of arbitration altogether. By rejecting any future change, You are agreeing that You will arbitrate any Dispute between You and us (defined above) in accordance with this version of the Arbitration Agreement.
g. Severability. Except as specifically provided herein, if any part of this Section 15 is found invalid or unenforceable, then it shall be stricken and the other parts of this Section 15 shall remain in full force and effect.
16. Class Action Waiver; Jury Trial Waiver
THE LAWS OF CERTAIN JURISDICTIONS (WHICH MAY INCLUDE THE PROVINCE OF BRITISH COLUMBIA) MAY NOT ALLOW A CLASS ACTION WAIVER CLAUSE. IF THESE LAWS APPLY TO YOU, SOME OR ALL OF THE PROVISIONS IN SECTION 16 MAY NOT APPLY TO YOU, AND YOU MAY HAVE ADDITIONAL RIGHTS. NONE OF THE PROVISIONS IN SECTION 16 APPLY TO YOU IF YOU RESIDE IN THE PROVINCE OF QUEBEC.
a. Class Action Waiver. YOU AND WE EACH AGREE THAT ANY PROCEEDING, WHETHER IN ARBITRATION OR IN LITIGATION, WILL BE CONDUCTED ONLY ON AN INDIVIDUAL BASIS AND NOT IN A CLASS, COLLECTIVE, CONSOLIDATED, PRIVATE ATTORNEY GENERAL, OR REPRESENTATIVE ACTION. YOU AND WE AGREE TO WAIVE ANY RIGHT TO BRING OR TO PARTICIPATE IN SUCH AN ACTION IN ARBITRATION OR IN COURT TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW. NOTWITHSTANDING THE FOREGOING, THE PARTIES RETAIN THE RIGHT TO PARTICIPATE IN A CLASS-WIDE SETTLEMENT.
b. Jury Trial Waiver. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, YOU AND WE WAIVE THE RIGHT TO A JURY TRIAL.
17. Suspension and Termination
We reserve the right to suspend your Account and/or access to the Site and/or Services at any time. If you reside in the Province of Quebec, you will receive a notice when such suspension occurs, specifying the grounds for the suspension. We reserve the right to terminate these Terms at any time. Upon any such suspension or termination, your right to use the Site will immediately cease and you must discontinue use of the Site and delete or uninstall the Application from your device. We reserve the right to immediately and permanently deactivate your Account and delete any information or content stored through your Account. If you reside in the Province of Quebec, you will receive a notice when such deactivation occurs, specifying the grounds for the deactivation.
Any accrued rights and remedies hereunder and any other provisions that, by their nature require survival in order to be effective, shall survive the termination of this Agreement.
18. Modification
We reserve the right, at any time in our sole discretion, to modify the Site, the Application, the Promotions and other Services with or without notice to you, by making those modifications available on the Site or in the Application. We also reserve the right, at any time in our sole discretion, to modify the Terms; provided that any modifications to our Privacy Policy will be pursuant to the terms set forth therein. We will inform you of the presence of any changes to the Terms by posting those changes on the Site, and, if you reside in the Province of Quebec, by sending you an email regarding same between 90 and 60 days before they come into force. Any modifications will be effective immediately upon posting on the Site. You may terminate your Account or cease using the Site or the Services if you object to any such modifications. However, you will be deemed to have agreed to any and all modifications through your continued use of the Site or the Services following such notice period. We will note the effective date of the latest version of these Terms at the top of this page. It is your responsibility to review these Terms periodically.
19. Force Majeure
We will not be liable or responsible for any failure to perform, or delay the performance of any of our obligations that is caused by events outside our reasonable control (“Force Majeure Event”). A Force Majeure Event includes any act, event, non-happening, omission or accident beyond our reasonable control and includes, but is not limited, to the following: (i) strikes, lock-outs, or other industrial action; (ii) civil commotion, riot, invasion, terrorist attack or threat of terrorist attack, war, or threat or preparation for war; (iii) fire, explosion, storm, flood, earthquake, subsidence, epidemic, or other natural disaster; (iv) impossibility of the use of public or private telecommunications networks; and (v) the acts, decrees, legislation, regulations, or restrictions of any government. Our performance under the Terms is deemed to be suspended for the period that the Force Majeure Event continues, and we will have an extension of time for performance for the duration of that period. We will use our reasonable efforts to bring the Force Majeure Event to a close or to find a solution by which our obligations under the Terms may be performed despite the Force Majeure Event.
20. App Stores
a. You acknowledge and agree that the availability of the Application and the Services is dependent on the third party from whom you received the Application license, e.g., the Apple App Store or Google Play (each, an “App Store”). You acknowledge that the Agreement is between you and Numerator and not with the App Store. Numerator, not the App Store, is solely responsible for the Application and the Services, the content thereof, maintenance, support services, and addressing any claims relating thereto. You agree to comply with, and your license to use the Application, is conditioned upon your compliance with all terms of agreement imposed by the applicable App Store when using the Application and the Services. You acknowledge that the App Store (and its subsidiaries) are third-party beneficiaries of the Terms and will have the right to enforce the Terms.
b. Additional Terms for Apple Apps. With respect to any Application accessed through or downloaded from the Apple App Store (an “App Store Sourced Application”), you will only use the App Store Sourced Application (i) on an Apple-branded product that runs the iOS (Apple’s proprietary operating system) and (ii) as permitted by the “Usage Rules” set forth in the Apple App Store Terms of Service. In addition, the following terms apply to any App Store Sourced Application:
i. You acknowledge and agree that (1) this Agreement is concluded between you and Numerator only, and not Apple, and (2) Numerator, not Apple, is solely responsible for the App Store Sourced Application and content thereof. Your use of the App Store Sourced Application must comply with the App Store Terms of Service.
ii. You acknowledge that Apple has no obligation whatsoever to furnish any maintenance and support services with respect to the App Store Sourced Application.
iii. In the event of any failure of the App Store Sourced Application to conform to any applicable warranty, you may notify Apple, and Apple will refund the purchase price for the App Store Sourced Application to you and to the maximum extent permitted by applicable law, Apple will have no other warranty obligation whatsoever with respect to the App Store Sourced Application. As between Numerator and Apple, any other claims, losses, liabilities, damages, costs or expenses attributable to any failure to conform to any warranty will be the sole responsibility of Numerator.
iv. You and Numerator acknowledge that, as between Numerator and Apple, Apple is not responsible for addressing any claims you have or any claims of any third party relating to the App Store Sourced Application or your possession and use of the App Store Sourced Application, including, but not limited to: (1) product liability claims; (2) any claim that the App Store Sourced Application fails to conform to any applicable legal or regulatory requirement; and (3) claims arising under consumer protection, privacy, or similar legislation.
v. You and Numerator acknowledge that, in the event of any third-party claim that the App Store Sourced Application or your possession and use of that App Store Sourced Application infringes that third party’s intellectual property rights, as between Numerator and Apple, Numerator, not Apple, will be solely responsible for the investigation, defense, settlement and discharge of any such intellectual property infringement claim to the extent required by the Terms.
vi. You and Numerator acknowledge and agree that Apple, and Apple’s subsidiaries, are third-party beneficiaries of these Terms as related to your license of the App Store Sourced Application, and that, upon your acceptance of the terms and conditions of these Terms, Apple will have the right (and will be deemed to have accepted the right) to enforce these Terms as related to your license of the App Store Sourced Application against you as a third-party beneficiary thereof.
21. Miscellaneous Provisions.
No delay or omission by us in exercising any of our rights related to noncompliance or default by you with respect to any of the terms and conditions of this Agreement will impair any such right or be construed to be a waiver thereof. Any waiver by us of any of the covenants, conditions or agreements to be performed by you will not be construed to be a waiver of any succeeding breach thereof or of any other covenant, condition or agreement herein.
If any provision of this Agreement is found by a court of competent jurisdiction to be invalid or unenforceable, then this Agreement will remain in full force and effect and will be reformed to be valid and enforceable while reflecting the intent of the parties to the greatest extent permitted by law.
Except as otherwise expressly provided herein, this Agreement sets forth the entire agreement between us regarding its subject matter, and supersedes all prior promises, agreements or representations, whether written or oral, regarding such subject matter.
We control and operate the Site from the United States and do not claim that any part of the Site is appropriate or may be accessed or used outside of the United States. Access to the Site may not be legal by certain persons or in certain countries. If you access the Site from outside of the United States, you do so at your own risk and are responsible for compliance with the laws of the jurisdiction from which you access the Site. You agree to comply with all U.S. or other export and re-export control restrictions. You represent and warrant that you are not (a) located in, or a resident or a national of, any country subject to a U.S. government embargo or similar restriction, or that has been designated by the U.S. government as a « terrorist supporting » country; (b) listed on any U.S. government lists of prohibited or restricted parties.
You shall not assign or transfer this Agreement or any right or obligation hereunder to any third party.
22. Choice of Law
Except where prohibited by applicable law all questions concerning the construction, validity, enforcement and interpretation of these Terms shall be governed by and construed in accordance with the domestic laws of the State of Illinois, or, if you reside in the Province of Quebec, the domestic laws of the Province of Quebec, without giving effect to any choice of law or conflict of law principles.