Terms & Conditions

Last updated on July 23rd, 2026. Effective Date: July 23, 2026

IMPORTANT NOTICE: PLEASE READ THESE TERMS CAREFULLY. THEY GOVERN YOUR ACCESS TO AND USE OF THE NUMLY™ PLATFORM AND CONTAIN IMPORTANT LIMITATIONS ON WARRANTIES AND LIABILITY, AS WELL AS AN EXCLUSIVE JURISDICTION AND VENUE CLAUSE IN KING COUNTY, WASHINGTON.

1. Acceptance and Scope

These Terms and Conditions (“Terms”) are entered into between Numly, Inc., a Delaware corporation with its principal place of business at 12400 SE 38th Street, Unit 52690, Bellevue, Washington 98015-5101, USA (“Numly,” “we,” “us,” or “our”), and the individual or entity accessing or using the Services (“you” or “Customer”). These Terms govern access to and use of the Numly™ Platform, which includes all current and future editions, modules, applications, and configurations of EngageAI™ , together with any other Numly- branded or co-branded software, websites, and cloud application services that reference these Terms (collectively, the “Services”).

By accessing or using the Services, you accept these Terms on behalf of yourself or the entity you represent. If you do not agree to these Terms, you are not authorized to use the Services and must discontinue use immediately. If your organization has a separate signed master services agreement or order form with Numly that conflicts with these Terms, the signed agreement will control to the extent of the conflict.

2. DESCRIPTION OF THE SERVICES

The Numly™  Platform is a workforce performance development and upskilling platform that combines human coaching methodologies with agentic artificial intelligence coaching, algorithms, and data and analytics capabilities to support continuous learning, continuous coaching, and professional development, and to help organizations drive measurable business performance. The Services are designed to function as an always-on coaching resource that Users may engage with on an ongoing, everyday basis. “Numly™ ” and “EngageAI™” are trademarks of Numly, Inc. References in these Terms to “the Services” apply equally to any current or future edition, tier, module, or white-labeled or partner-branded configuration of the Numly™ Platform that Numly makes available under these Terms, regardless of the specific product name under which it is offered.

3. ELIGIBILITY AND ACCOUNTS

You represent that you are at least eighteen years of age, or the age of legal majority in your jurisdiction of residence, and that you have the authority to agree to these Terms, including on behalf of any organization you represent. You are responsible for maintaining the confidentiality of your account credentials and for all activity occurring under your account. You agree to notify Numly promptly of any unauthorized use of your account.

4. ARTIFICIAL INTELLIGENCE FEATURES AND LIMITATIONS

The Services, including EngageAI™, operate using agentic artificial intelligence — AI that can generate coaching guidance, recommendations, and related content, and in some cases take further automated steps, with limited direct human review of each individual response (“AI-Generated Output”). As with agentic and generative AI offered by other leading technology providers, you acknowledge and agree to the following:

• Agentic and generative AI systems can occasionally produce responses that are incorrect, incomplete, or misleading. You are responsible for reviewing and verifying AI-Generated Output, particularly before relying on it for significant business, health, financial, employment, or legal decisions.
• AI-Generated Output does not constitute medical, psychological, legal, financial, or other professional advice and is not a substitute for a qualified professional.
• Numly may apply reasonable content-moderation and safety measures to AI-Generated Output and may decline to generate, or may remove, output it reasonably believes violates these Terms or applicable law.

Numly disclaims all liability arising from decisions made or actions taken in reliance on AI-Generated Output, to the fullest extent permitted by applicable law and as further described in Section 12 (Disclaimers) and Section 13 (Limitation of Liability).

5. ACCEPTABLE USE

You agree not to, and not to permit others to, use the Services to: violate applicable law; infringe the intellectual property, privacy, or other rights of any third party; transmit content that is unlawful, defamatory, harassing, or discriminatory; attempt to reverse engineer, decompile, or extract source code or underlying models from the Services except as expressly permitted by applicable law; interfere with or disrupt the integrity or performance of the Services; circumvent access or security controls; use automated means to scrape or extract data from the Services; or use the Services to build a competing product or service. Numly may suspend or terminate access for any violation of this Section 5, consistent with Section 15 (Term and Termination).

6. SUBSCRIPTIONS, FEES AND BILLING

Access to certain editions of the Services requires a paid subscription plan (“Subscription Plan”) as set out in an applicable order form, Customer agreement, or the pricing published by Numly. Except as expressly stated otherwise, fees are billed in advance, are non-refundable, and Subscription Plans renew automatically for successive terms unless cancelled in accordance with the applicable order form or Section 15.3. Customer is responsible for providing accurate billing information and for all applicable taxes other than taxes based on Numly’s net income.

7. INTELLECTUAL PROPERTY RIGHTS

7.1 Ownership of the Services

The Numly™ Platform, including EngageAI™ and all current and future editions and modules, and all software, algorithms, artificial intelligence models and methodologies, documentation, designs, trademarks, and other content made available through the Services (collectively, “Numly IP”), are and will remain the exclusive property of Numly and its licensors. Numly IP is protected under United States and international copyright, trademark, trade secret, patent, and other intellectual property laws. Except for the limited rights expressly granted in these Terms, no right, title, or interest in any Numly IP is transferred to you, and all rights not expressly granted are reserved by Numly.

7.2 Trademarks

“Numly™” and “EngageAI™”, together with associated logos and product names, are trademarks of Numly, Inc. You may not use these marks without Numly’s prior written consent, except as necessary to accurately reference the Services in accordance with these Terms.

7.3 Limited License to Customer

Subject to your compliance with these Terms and, where applicable, your Subscription Plan, Numly grants you a limited, non-exclusive, non-transferable, revocable license to access and use the Services solely for your internal business or personal development purposes during the applicable term. This license does not include any right to sublicense, resell, or distribute the Services except as expressly authorized in a separate written agreement with Numly, such as an authorized reseller agreement.

7.4 Customer Data

As between Numly and Customer, Customer retains ownership of the data and content Customer or its Authorized Users submit to the Services (“Customer Data”). Customer grants Numly a limited license to host, process, and use Customer Data solely to provide and improve the Services in accordance with these Terms and the Numly Privacy Policy.

7.5 Feedback

If you provide Numly with suggestions, ideas, or other feedback regarding the Services, you grant Numly a perpetual, irrevocable, royalty-free license to use that feedback for any purpose without obligation to you, provided that Numly will not publicly attribute such feedback to you without your consent.

7.6 Copyright Infringement Notices

Numly respects the intellectual property rights of others and expects Users to do the same. If you believe content available through the Services infringes your copyright, please send a detailed written notice, including identification of the copyrighted work and the allegedly infringing material, to legal@numly.io, and Numly will investigate and respond in accordance with applicable law.

8. CONFIDENTIALITY

Each party may disclose non-public business, technical, or financial information to the other party (“Confidential Information”). The receiving party will use the disclosing party’s Confidential Information solely to perform its obligations under these Terms, will protect it using at least a reasonable degree of care, and will not disclose it to third parties except to personnel and advisors with a need to know and under confidentiality obligations at least as protective as those in this Section 8. Confidential Information does not
include information that is or becomes public through no fault of the receiving party, was rightfully known prior to disclosure, or was independently developed without reference to the disclosing party’s Confidential Information.

9. PRIVACY

Numly’s collection and use of personal information in connection with the Services is described in the Numly Privacy Policy, which is incorporated into these Terms by reference. By using the Services, you acknowledge that you have reviewed the Privacy Policy.

10. CUSTOMER WARRANTIES AND RESPONSIBILITES

You represent and warrant that: you have all necessary rights and authority to use the Services and to submit Customer Data; you will comply with applicable law in your use of the Services; and any information you provide to Numly is accurate and current. You are solely responsible for evaluating the suitability of the Services, including AI-Generated Output, for your particular business, clinical, legal, or personal circumstances.

11. THIRD-PARTY SERVICES

The Services may link to, integrate with, or rely on third-party services, including underlying AI infrastructure providers. Numly is not responsible for the content, functionality, or practices of third-party services, and your use of any such third-party service is governed by that third party’s own terms.

12. DISCLAIMERS

EXCEPT AS EXPRESSLY STATED IN A SIGNED ORDER FORM OR MASTER SERVICES AGREEMENT, THE SERVICES, INCLUDING ALL AI-GENERATED OUTPUT AND DOCUMENTATION, ARE PROVIDED “AS IS” AND “AS AVAILABLE,” WITHOUT WARRANTIES OF ANY KIND, WHETHER EXPRESS, IMPLIED, OR STATUTORY, INCLUDING THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT. NUMLY DOES NOT WARRANT THAT THE SERVICES WILL BE UNINTERRUPTED, ERROR-FREE, OR SECURE, OR THAT AI-GENERATED OUTPUT WILL BE ACCURATE, COMPLETE, OR SUITABLE FOR YOUR PURPOSES. YOU ASSUME SOLE RESPONSIBILITY FOR RESULTS OBTAINED FROM YOUR USE OF THE SERVICES.

13. LIMITATION OF LIABILITY

TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT WILL NUMLY, ITS AFFILIATES, OR THEIR RESPECTIVE OFFICERS, DIRECTORS, EMPLOYEES, LICENSORS, OR SUPPLIERS BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY, OR PUNITIVE DAMAGES, OR FOR ANY LOSS OF PROFITS, REVENUE, GOODWILL, OR DATA, ARISING OUT OF OR RELATED TO THESE TERMS OR THE SERVICES, INCLUDING ANY RELIANCE ON AI-GENERATED OUTPUT, REGARDLESS OF THE THEORY OF LIABILITY AND EVEN IF NUMLY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

NUMLY’S TOTAL CUMULATIVE LIABILITY ARISING OUT OF OR RELATED TO THESE TERMS OR THE SERVICES WILL NOT EXCEED THE TOTAL FEES PAID BY YOU TO NUMLY FOR THE SERVICE GIVING RISE TO THE CLAIM DURING THE TWELVE (12) MONTHS PRECEDING THE EVENT GIVING RISE TO LIABILITY, OR, IF YOU HAVE NOT PAID ANY FEES, ONE HUNDRED U.S. DOLLARS ($100). THESE LIMITATIONS REFLECT AN AGREED ALLOCATION OF RISK BETWEEN THE PARTIES AND WILL APPLY EVEN IF ANY LIMITED REMEDY FAILS OF ITS ESSENTIAL PURPOSE. SOME JURISDICTIONS DO NOT PERMIT THE EXCLUSION OR LIMITATION OF CERTAIN DAMAGES, SO SOME OF THE ABOVE LIMITATIONS MAY NOT APPLY TO YOU TO THE EXTENT PROHIBITED BY LAW.

14. INDEMNIFICATION

You agree to defend, indemnify, and hold harmless Numly, its affiliates, and their respective officers, directors, employees, and agents from and against any third-party claims, damages, liabilities, and reasonable costs (including attorneys’ fees) arising from: your use of the Services in violation of these Terms; your Customer Data or your reliance on AI-Generated Output in a manner inconsistent with Section 4; or your violation of applicable law or third-party rights.

15. TERM AND TERMINATION

15.1 Term

These Terms remain in effect for as long as you maintain an account or otherwise use the Services.

15.2 Termination for Cause

Numly may suspend or terminate your access to the Services, with notice where reasonably practicable, if you materially breach these Terms, including the Acceptable Use provisions in Section 5, or if Numly reasonably believes continued access presents a legal, security, or safety risk.

15.3 Termination for Convenience

You may terminate your account at any time by ceasing use of the Services and following the cancellation process applicable to your Subscription Plan. Fees paid prior to termination are non-refundable except as expressly provided in a signed order form.

15.4 Survival

Sections 4 (Artificial Intelligence Features and Limitations), 7 (Intellectual Property Rights), 8(Confidentiality), 12 (Disclaimers), 13 (Limitation of Liability), 14 (Indemnification), 15.4 (Survival), and 17(Governing Law and Dispute Resolution) survive termination of these Terms.

16. EXPORT CONTROL

You agree to comply with all applicable U.S. and non-U.S. export control and economic sanctions laws in connection with your access to and use of the Services, and you represent that you are not located in, or a national or resident of, any country subject to a comprehensive U.S. embargo, and that you are not listed on any U.S. government list of prohibited or restricted parties.

17. GOVERNING LAW AND DISPUTE RESOLUTION

These Terms and any dispute arising out of or relating to these Terms or the Services will be governed by the laws of the State of Washington, without regard to its conflict-of-laws principles. The parties agree that any legal action or proceeding arising out of or relating to these Terms or the Services will be brought exclusively in the state or federal courts located in King County, Washington, and each party consents to the personal jurisdiction and exclusive venue of those courts.

Before initiating a legal proceeding, the parties agree to first attempt in good faith to resolve any dispute through informal negotiation by contacting EngageAI-Support@numly.io with a written description of the dispute. Nothing in this Section 17 prevents either party from seeking interim injunctive relief in the courts identified above to protect its intellectual property or Confidential Information pending resolution of the dispute.

18. GENERAL PROVISIONS

18.1 Entire Agreement

These Terms, together with the Numly Privacy Policy and any applicable order form or Subscription Plan, constitute the entire agreement between you and Numly regarding the Services and supersede all prior or contemporaneous agreements on the subject matter, except for any separately signed master services agreement, which will control to the extent of any conflict.

18.2 Amendments

Numly may update these Terms from time to time to reflect changes in the Services or applicable law. We will post the revised Terms with an updated “Last Updated” date, and, for material changes, provide additional notice as reasonably appropriate. Continued use of the Services after the effective date of revised Terms constitutes acceptance of those Terms.

18.3 Assignment

You may not assign these Terms without Numly’s prior written consent. Numly may assign these Terms in connection with a merger, acquisition, or sale of substantially all of its assets.

18.4 Severability

If any provision of these Terms is held unenforceable, the remaining provisions will remain in full force and effect, and the unenforceable provision will be modified to the minimum extent necessary to make it enforceable.

18.5 Waiver

No waiver of any provision of these Terms will be effective unless in writing, and no failure to enforce any provision will constitute a waiver of future enforcement.

18.6 Force Majeure

Neither party will be liable for delays or failures in performance, other than payment obligations, resulting from causes beyond its reasonable control, including natural disasters, acts of government, and widespread infrastructure or internet outages.

18.7 Notices

Notices to Numly must be sent in writing to legal@numly.io or to Numly’s principal address set out in Section 1. Numly may provide notices to you via the Services, the email address associated with your account, or other reasonable means.

19. CONTACT US

For questions about these Terms, please contact:

• Numly, Inc., 12400 SE 38th Street, Unit 52690, Bellevue, WA 98015-5101, USA
• Email: legal@numly.io or EngageAI-Support@numly.io
• Telephone: +1-425-842-2232