Critical Calls Registry

Numeracle Critical Calls Registry™ Terms & Conditions

‍Thank you for choosing the Critical Call Registry™ service (“Service”) provided by Numeracle, Inc., a Delaware corporation (“we”, “us”,“our”), for your organization. These Terms & Conditions (“Terms”) apply in connection with your organization’s use of the Service. In order to create a Service account, you must first agree to these Terms on behalf of your organization and you represent and warrant that you have the authority to bind the organization to these Terms. Hereafter, the words “you” and “your” in these Terms will refer to the contracting organization. 

‍1.    Service to Be Provided by Us
‍1.1.  NumeraCert™. Access to the NumeraCert™ platform that verifies your identity, call compliance infrastructure, and use of your phones numbers for the purpose of certifying your call-originating status as a Trusted Entity.
1.2.  NumeraList™. Limited use of the NumeraList™ service which is a registration service through which you provide us with the ability to register your phone numbers across the telecommunications network calling ecosystem in order to identify, to called parties, your ownership of the numbers. Functionality will be limited to (i) the ability to add, edit, and remove numbers from the NumeraList™ portal; and (ii) restricted communication category of “critical” or no categorization (as determined by us, in our sole discretion). For avoidance of doubt, and not limitation, you will not receive NumeraList™ risk rating scores or Health Check.

‍2.    Your Representations and Warranties
‍2.1.  CallerType. You are a hospital, healthcare provider, state or local health official (e.g., health department), other governmental entity validly existing under laws of your state or the United States (if a federal governmental unit), or a person acting under the express direction and on behalf of one of the foregoing organizations (“Authorized Person”). If an Authorized Person, you will provide a letter of authorization from the applicable organization authorizing you to register their telephone numbers and receive other services in compliance with these Terms.
2.2.  Emergency Calls/Texts. Using numbers registered by you using the Service, you will only make calls or send text messages conveying information made necessary because of, and directly related to imminent health and safety risks associated with, the COVID-19 outbreak.
2.3.  Non-Emergency Calls/Texts. Using numbers registered by you using the Service, you will not make calls or send text messages advertising commercial products or services (e.g., grocery delivery, cleaning services, home test kits) or to collect a debt.

‍3.    Your Ongoing Responsibilities
‍3.1.  NumeraList™ Information. At Service initiation, you must provide us the full list of your phone numbers for critical communications along with phone number descriptors, including, but not limited to, preferred caller ID, originating carrier identified, call solution provider, average monthly volume used for inbound and outbound calls and/or text messages. You agree to keep this information up to date in the NumeraList™ portal at all times.
3.2.  NumeraCert™Information. At Service initiation, you will be required to complete a call compliance questionnaire and provide evidence of legal entity status. We may request, and you agree to provide, additional information to determine your trustworthiness and compliance status. WE WILL NOT DISTRIBUTE YOUR INFORMATION TO OUR NETWORK OF CARRIERS AND ANALYTICS COMPANIES AS A TRUSTED ENTITY UNTIL WE HAVE COMPLETED OUR VETTING PROCESS; THEREFORE, TIMELY RESPONSE TO OUR INFORMATION REQUESTS IS TO YOUR BENEFIT. You agree to provide any additional information we may request from time to time to verify ongoing trustworthiness and compliance.
3.3.  Investigatory Assistance. We may request, and you agree to promptly provide, additional information to assist in our investigation of spoofed numbers or potential misuse of the critical communication designation.
3.4.  Changes to Representation & Warranties. You will provide immediate written notice to us if any of your representations and warranties, above, become false or inaccurate.
3.5.  Compliance with Laws. You will use the Service in compliance with all applicable federal, state, and local laws and regulations. You will not use the Service in an attempt to defraud, harm, or otherwise wrongfully obtain anything of value from any person.

‍4.    Fees, Invoices, and Payment Terms
‍4.1.  There is no fee for the Service rendered under these terms.

‍5.    Term and Termination
‍5.1.  Term. These Terms, as may be updated from time to time, commence on the date they are accepted by you and continue until terminated in accordance herewith.
5.2.  Termination by You. You may terminate these Terms, with or without cause, upon thirty (30) days prior written notice to us.
5.3.  Termination by Us. We may terminate these Terms, with or without cause, upon seven (7) days prior written notice to you. Notwithstanding the foregoing, if you violate any of these Terms or any applicable law or regulation, we may immediately terminate these Terms upon written notice to you.
5.4.  Termination by Change in Law. The Service is contingent upon the Federal Communications Commission’s Declaratory Ruling adopted March 20, 2020 (DA 20-318) regarding an exception to the Telephone Consumer Protection Act’s consent requirements for certain communications related to COVID-19. If the Commission revokes or otherwise limits its Ruling, we may terminate these Terms and the Service immediately upon written notice to you.
5.5.  Effect of Termination. Upon termination of these Terms for any reason your access to and use of the Service will immediately cease. Any registration or certification provided by us to third parties will also be invalidated.

‍6.    Passwords and Account Security
‍Once you create an online account for the Service, you will be allowed to select or will be assigned a password. You must keep your password confidential. You will be responsible for all use of your password, including, without limitation, any use by an authorized or unauthorized third party. If you believe your password has been compromised, you should reset your password immediately.

‍7.    Intellectual Property
‍In connection with the Services, we may use data, products, materials, tools, methodologies, and intellectual property that is proprietary to us or to third parties (collectively, “Proprietary Items”). You will not have or obtain any rights in or to Proprietary Items or in any modifications or enhancements made to them. You will not attempt to transmit, publicly display, publish, adapt, create derivative works from, reproduce, reverse engineer, copy, or otherwise recreate Proprietary Items or any component of the Service.

‍8.    Confidentiality
‍8.1.  Definition. During the course of our relationship and your use of the Service, each party (a “Disclosing Party”) may provide the other party (a “Receiving Party”) with confidential and/or proprietary materials and information (“Confidential Information”).  All materials and information provided by Disclosing Party to Receiving Party and identified at the time of disclosure as “Confidential” or bearing a similar legend shall be considered Confidential Information.  Confidential Information will not include information: (i) previously known to the Receiving Party without an obligation of confidentiality; (ii) independently developed by or for the Receiving Party or the Receiving Party’s employees, consultants, or agents without reference to or use of Confidential Information; (iii) lawfully acquired by the Receiving Party from a third party who is not under an obligation of confidentiality with respect to such information; or (iv) which is or becomes publicly available through no fault of the Receiving Party or not as a result of a breach of these Terms. 8.2.  Protection of Confidential Information. The Receiving Party will hold the Confidential Information in strict confidence and will take reasonable care, but in no instance less than the degree of care it uses to protect and maintain its own information that it considers to be confidential, to assure that Confidential Information will not be disclosed to others, in whole or in part, except as otherwise provided herein. The Disclosing Party retains all ownership rights in and to its Confidential Information (regardless of the form in which it is disclosed) and all intellectual property rights associated with such Confidential Information.  The Receiving Party will not use, disclose, duplicate, or distribute any Confidential Information except as necessary to perform its obligations under these Terms. Further, with respect to any such necessary disclosure or distribution, the Receiving Party will limit such disclosure or distribution to those of its employees, officers, agents, and contractors who have a need to know the Confidential Information for purposes of the Receiving Party’s performance of its obligations, and the Receiving Party will limit such disclosure or distribution so as to only disclose or distribute those applicable portions of the Confidential Information that such employee, officer, agent, or contractor needs to know. To the extent that the Receiving Party determines that it needs to disclose or distribute any Confidential Information to a third party (i.e., someone other than an employee, officer, agent, or contractor) to perform its obligations under these Terms, the Receiving Party will obtain from said third party their prior written agreement to comply with the terms of this section, and will not disclose any Confidential Information prior to doing so.
8.3.  Compelled Disclosure. If the Receiving Party is compelled by law to disclose Confidential Information, it will provide the Disclosing Party prompt written notice of such disclosure (to the extent legally permitted) and, at Disclosing Party’s cost, any reasonable assistance the Disclosing Party requests to contest or limit the disclosure.
8.4.  Disposition of Confidential Information. Upon termination of the Service, the ReceivingParty will, unless otherwise provided herein, (i) return all Confidential Information to the Disclosing Party or, if requested by the Disclosing Party, (ii) destroy all Confidential Information and certify to such destruction. Notwithstanding the foregoing, the Receiving Party may retain such Confidential Information that it, in its reasonable judgment, determines it is required to retain for legal and/or compliance purposes; however, the Receiving Party’s obligations under these Terms related to Confidential Information will continue for so long as the Receiving Party retains such Confidential Information.

‍9.    Data Transfer
‍We may transfer any data you provide us, including personal information, to third-party partners, carriers, analytics companies, app developers, and others who assist us in providing the Service or with whom we must interact as part of the Service. Upon our request, you will provide us with a Letter of Authorization allowing us to register numbers with carriers and analytics companies as part of the Service.

‍10.    Indemnification
‍10.1.  Indemnification of Us. You will defend, indemnify, and hold us and our affiliates, officers, directors, owners, employees, and agents harmless from and against any and all claims, governmental investigations, demands, actions, and proceedings, real or threatened, and all losses, judgments, awards, settlements, damages, fines, injuries, penalties, and costs (including, without limitation, reasonable attorneys’ fees and expenses) (collectively, “Losses”) arising out of or related to (i) any breach or alleged breach of these Terms, including the representations contained herein, by you; (ii) your violation of any applicable law or regulation; or (iii) your gross negligence or willful misconduct.
10.2.  Indemnification of You. We will defend, indemnify, and hold you and your affiliates, owners, directors, and officers harmless from and against any and all claims, governmental investigations, demands, actions, and proceedings, and all Losses arising out of or related to (i) any breach of these Terms by us; or (ii) our violation of any applicable law or regulation.
10.3.  Indemnification Procedure. The party seeking indemnification (the “Indemnified Party”) will give prompt written notice to the party from whom indemnification is sought (the “Indemnifying Party”) of any claim for which indemnification is sought under these Terms. Failure to give such notice will not relieve the Indemnifying Party of its obligation to provide indemnification except to the extent that such failure materially adversely affects the ability of the Indemnifying Party to defend the applicable claim. The Indemnifying Party may elect to assume the defense and control of any such claim at its own cost and expense and the Indemnified Party will have the right to be represented by its own counsel at its own cost in such matters. The Indemnifying Party will use counsel reasonably acceptable to the Indemnified Party. Neither the Indemnifying Party, nor the Indemnified Party, will settle or dispose of any such matter in any manner that would adversely affect the rights or interests of the other party, including the payment of money, without the prior written consent of the other party, which will not be unreasonably withheld or delayed. Each party will reasonably cooperate with the other party and its counsel in the course of defense of any claim, such cooperation including, without limitation, providing documents, information, and/or witnesses.

‍11.  Disclaimer of Warranties
‍Except as expressly provided herein, the service is provided “as is,” and we make no representations or warranties of any kind, whether express, implied, statutory, or otherwise. We specifically disclaim all implied warranties, including any implied warranty of merchantability, fitness for a particular purpose, or non-infringement, to the fullest extent permitted by law. We do not warrant or guarantee any third-party’s conduct or performance, including ANY PARTICULAR treatment of your communications by any telephone carrier, app provider, or analytics company. Some jurisdictions do not permit the exclusion or limitation of certain warranties, accordingly, some of the above limitations and disclaimers may not apply to you.

‍12.  Limitation of Liability
‍In no event will we or our affiliates, officers, directors, owners, employees, or agents be liable for any indirect, consequential, exemplary, special, indirect, incidental, or punitive damages or lost revenue, lost profits, Loss of GOODWILL/REPUTATION, or lost anticipated business (even if we have been advised of or could have anticipated the possibility of such damages) arising from or relating to these Terms or the Service, regardless of the form of action or theory of liability. Our aggregate liability for any liabilities, losses, costs, damages, and expenses associated with any claim or action related to, in connection with, or arising under these Terms or the Service, regardless of the form of action or theory of liability, will not exceed the amount paid by you to us in connection with the Service during the six (6) month period immediately preceding the date on which such claim arose.  

‍13.  Dispute Resolution
‍These Terms are governed by the laws of the Commonwealth of Virginia, without regard to its conflicts of law provisions. The venue for all disputes arising in connection with these Terms will be the state and federal courts of Fairfax County, Virginia, and the parties consent to the jurisdiction thereof.

‍14.  Changes to the Service and/or Terms
‍14.1.  Changes to Terms. We may, in our sole discretion, modify these Terms from time to time and we reserve the right to make changes at any time. Modified Terms will be effective upon posting on our website, www.numeracle.com. If we believe that the modifications to the Terms are material, we will notify you of the modified Terms via email to the email address we have on file associated with your account at least fourteen (14) days prior to the modified Terms becoming effective. You will be deemed to have accepted the modified Terms by using theService after the effective date of the modified Terms.
14.2.  Changes to Service. We may from time to time modify, expand, or update the Service. If, in our sole discretion, a Service modification will materially reduce the functionality of the Service, we will notify you of the modification via email to the email address we have on file associated with your account at least fourteen (14) days prior to the modification becoming effective. You will be deemed to have accepted the modified Service by using the Service after the modification becomes effective.

‍15.  General
‍15.1.  Assignment. You may not assign or transfer these Terms or any of your rights or obligations hereunder without our prior written consent, which consent will not be unreasonably withheld. However, upon written notice to us, you may assign these Terms to the surviving entity in a merger or consolidation in which you participate or to a purchaser of all or substantially all of your assets.
15.2.  Waiver. No term or provision of these Terms will be deemed waived and no breach excused, unless such waiver or consent is in writing and signed on behalf of the party against whom it is asserted. Any consent by any party to, or waiver of, a breach of another, whether express or implied, will not constitute consent to, waiver of, or excuse for any different or subsequent breach of these Terms by such party.
15.3.  Severability.  If any of the provisions of these Terms are declared to be invalid or unenforceable by a court of competent jurisdiction, such provisions will be ineffective to the extent of such invalidity or unenforceability while the other provisions hereof will remain in full force and effect.
15.4.  Survivability. Provisions which by their nature would survive termination of these Terms, including payment provisions, will be deemed to survive.
15.5.  Remedies Cumulative.  No right or remedy herein conferred upon or reserved to either party is intended to be exclusive of any other right or remedy unless otherwise specified herein, and each and every right and remedy will be cumulative and in addition to any other right or remedy under these Terms, or under applicable law, unless otherwise specified herein, whether now or hereafter existing.
15.6.  Headings. The section headings in these Terms are for reference and convenience only and do not explain, modify, interpret, or expand the provisions of these Terms.
15.7.  Entire Agreement.  These Terms set(s) forth the entire understanding between the parties with respect to the subject matter hereof.  These Terms supersede all prior or contemporaneous representations, discussion, negotiations, letters, proposals, agreements, and understandings between the parties with respect to the subject matter hereof, whether written or oral as to the subject matter hereof. You may not amend these Terms via purchase order or similar document provided by you either prior to or after the effective date of these Terms, and any terms and conditions contained in such purchase order or similar document shall be void and of no effect.
15.8.  Force Majeure. We will be excused from failures or delays in delivery or performance hereunder, if such failure or delay (i) is attributable to causes our reasonable control such as weather, acts of God, natural disaster, war, terrorist attack, disease, epidemic/pandemic, criminal activity, riot, civil unrest, strike, or utility failure; and (ii) such failure or delay could not have been prevented or circumvented by the non-performing party through the use of alternate sources, workaround plans, or other reasonable precautions.  In the event of any such delay, the time of delivery or performance will be extended for a period of time equal to the time lost by reason of such delay (unless otherwise specified in writing between the parties).

‍16.  Notices
‍16.1.  Notices to Us. All written notices to us under these Terms must be sent to 6507 Tucker Avenue, McLean, VA 22101 via personal delivery, certified mail, return receipt requested, or nationally recognized overnight courier (e.g., UPS, FedEx, DHL) with a copy to support@numeracle.com. Notices are deemed effective upon delivery.
16.2.  Notices to You. All written notices to you under these Terms may be sent either by (i) personal delivery, certified mail, return receipt requested, or nationally recognized overnight courier (e.g., UPS, FedEx, DHL) or (ii) email to any email address then on file for you. Physical notices are deemed effective upon delivery. Email notices are deemed effective upon transmission.