TERMS OF USE

Numu Labs, Inc.

Effective Date: October 29, 2025

These Terms of Use ("Terms") govern your access to and use of the website, software, and services (collectively, the "Services") provided by Numu Labs, Inc. ("Numu Labs," "we," "us," or "our"). By accessing or using our Services, you agree to be bound by these Terms. If you do not agree to these Terms, do not use our Services.

1. Acceptance of Terms

By creating an account, accessing, or using the Services, you acknowledge that you have read, understood, and agree to be bound by these Terms and our Privacy Policy. These Terms constitute a legally binding agreement between you and Numu Labs.

2. Description of Services

Numu Labs provides a cloud-based point-of-sale (POS) software solution designed for restaurants and food service businesses. Our Services include:

• POS software for transaction processing and management
• Inventory management and reporting tools
• Employee management and access control
• Payment processing integration
• Analytics and business intelligence features
• Customer support and training resources

3. Eligibility

You must be at least 18 years old to use our Services. By using the Services, you represent and warrant that you are at least 18 years of age and have the legal capacity to enter into these Terms. If you are using the Services on behalf of a business or organization, you represent that you have the authority to bind that entity to these Terms.

4. Account Registration and Security

4.1 Account Creation

To use our Services, restaurant owners or administrators must create an account through our self-onboarding process. You agree to:

• Provide accurate, current, and complete information during registration
• Maintain and promptly update your account information
• Maintain the security and confidentiality of your account credentials
• Immediately notify us of any unauthorized access or security breach

4.2 User Accounts

Account administrators may create user accounts for employees who will use the Services. You are responsible for:

• All activities conducted through your account and employee accounts
• Managing employee access permissions and credentials
• Ensuring employees comply with these Terms
• Removing access for terminated employees

5. Subscription and Payment Terms

5.1 Free Trial

We offer a 90-day free trial period for new customers. During the trial period:

• You have full access to the Services without charge
• You may cancel at any time without obligation
• At the end of the trial, you must select a paid subscription plan to continue using the Services
• We reserve the right to modify or terminate the free trial offer at any time

5.2 Subscription Plans

After the trial period, you may choose from the following subscription options:

• Monthly Subscription: Billed monthly at the then-current rate
• Annual Subscription: Billed annually at the then-current rate, typically at a discounted price
• Revenue Share Model: A percentage of your transaction volume processed through the Services

5.3 Payment

By providing payment information, you authorize us to charge your payment method for all fees incurred. You agree to:

• Provide valid payment information and keep it current
• Pay all fees when due
• Pay any applicable taxes
• Accept that fees are non-refundable except as specifically provided in these Terms

5.4 Automatic Renewal

Subscriptions automatically renew at the end of each billing period unless you cancel before the renewal date. You will be charged at the then-current subscription rate.

5.5 Price Changes

We reserve the right to change our pricing at any time. Price changes will take effect at the start of your next billing cycle after we provide you with at least 30 days' notice.

6. Cancellation and Refund Policy

6.1 Cancellation

You may cancel your subscription at any time. Cancellation will take effect at the end of your current billing period. You will not be charged for subsequent periods, but you will not receive a refund for the current period unless you qualify under our refund policy.

6.2 Refund Policy

We offer a 15-day refund policy from the date of your initial payment (after the free trial period). To request a refund:

• You must contact us within 15 days of your first payment
• Refunds are only available for the first payment after the trial period
• Subsequent renewals and payments are non-refundable
• Refunds will be processed within 10 business days

7. Acceptable Use

You agree not to:

• Use the Services for any illegal purpose or in violation of any laws
• Interfere with or disrupt the Services or servers or networks connected to the Services
• Attempt to gain unauthorized access to any portion of the Services
• Reverse engineer, decompile, or disassemble the Services
• Remove or modify any proprietary notices or labels
• Use the Services to transmit viruses, malware, or other harmful code
• Resell, redistribute, or sublicense the Services without authorization
• Use automated systems to access the Services in a manner that sends more requests than a human can reasonably produce

8. Intellectual Property Rights

8.1 Our Rights

The Services, including all software, content, trademarks, logos, and other materials, are owned by Numu Labs or our licensors and are protected by intellectual property laws. We grant you a limited, non-exclusive, non-transferable license to access and use the Services solely for your business purposes in accordance with these Terms.

8.2 Your Data

You retain all rights to the data you input into the Services ("Your Data"). By using the Services, you grant us a license to use, store, process, and transmit Your Data solely to provide and improve the Services. We will not share Your Data with third parties except as necessary to provide the Services or as required by law.

9. Data Security and Privacy

We implement reasonable security measures to protect Your Data. However, no method of transmission or storage is completely secure. You acknowledge that:

• You are responsible for maintaining the security of your account credentials
• You should implement appropriate security measures for your devices and networks
• We cannot guarantee absolute security of Your Data

For more information about how we collect, use, and protect your information, please review our Privacy Policy.

10. Third-Party Services

Our Services may integrate with or contain links to third-party services, including payment processors. Your use of third-party services is subject to their terms and conditions. We are not responsible for the content, policies, or practices of third-party services.

11. Service Availability and Modifications

11.1 Availability

We strive to provide reliable Services, but we do not guarantee uninterrupted or error-free access. The Services may be temporarily unavailable due to maintenance, updates, or circumstances beyond our control.

11.2 Modifications

We reserve the right to modify, suspend, or discontinue any aspect of the Services at any time, with or without notice. We may also modify these Terms at any time by posting the updated Terms on our website. Your continued use of the Services after such changes constitutes acceptance of the modified Terms.

12. Termination

12.1 Termination by You

You may terminate your account at any time by canceling your subscription through your account settings or by contacting us.

12.2 Termination by Us

We may suspend or terminate your access to the Services immediately, without notice, if:

• You breach these Terms
• Your account has been inactive for an extended period
• Your payment method fails or you have unpaid fees
• We are required to do so by law
• We discontinue the Services

12.3 Effect of Termination

Upon termination, your right to use the Services will immediately cease. We may delete Your Data after a reasonable period following termination. We recommend exporting Your Data before canceling your account.

13. Warranties and Disclaimers

THE SERVICES ARE PROVIDED "AS IS" AND "AS AVAILABLE" WITHOUT WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED. TO THE FULLEST EXTENT PERMITTED BY LAW, WE DISCLAIM ALL WARRANTIES, INCLUDING IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT. WE DO NOT WARRANT THAT THE SERVICES WILL BE UNINTERRUPTED, ERROR-FREE, OR SECURE, OR THAT DEFECTS WILL BE CORRECTED.

14. Limitation of Liability

TO THE FULLEST EXTENT PERMITTED BY LAW, NUMU LABS AND ITS AFFILIATES, OFFICERS, DIRECTORS, EMPLOYEES, AND AGENTS SHALL NOT BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES, INCLUDING LOST PROFITS, LOST DATA, OR BUSINESS INTERRUPTION, ARISING OUT OF OR RELATED TO THESE TERMS OR THE SERVICES, WHETHER BASED ON WARRANTY, CONTRACT, TORT, OR ANY OTHER LEGAL THEORY.

OUR TOTAL LIABILITY TO YOU FOR ALL CLAIMS ARISING OUT OF OR RELATED TO THESE TERMS OR THE SERVICES SHALL NOT EXCEED THE AMOUNT YOU PAID TO US IN THE TWELVE (12) MONTHS PRECEDING THE EVENT GIVING RISE TO THE CLAIM.

15. Indemnification

You agree to indemnify, defend, and hold harmless Numu Labs and its affiliates, officers, directors, employees, and agents from any claims, liabilities, damages, losses, costs, or expenses (including reasonable attorneys' fees) arising out of or related to: (a) your use of the Services; (b) your violation of these Terms; (c) your violation of any rights of another party; or (d) Your Data.

16. Dispute Resolution

16.1 Informal Resolution

Before initiating any formal dispute resolution, you agree to contact us at hello@numupos.com to attempt to resolve the dispute informally.

16.2 Mediation

If informal resolution is unsuccessful, the parties agree to participate in good faith mediation before pursuing arbitration or litigation. Mediation shall be conducted in Delaware by a mutually agreed-upon mediator. Each party shall bear its own costs of mediation, with the mediator's fees split equally.

16.3 Arbitration

If mediation fails to resolve the dispute within 60 days, any remaining dispute shall be resolved by binding arbitration in accordance with the Commercial Arbitration Rules of the American Arbitration Association. The arbitration shall take place in Delaware. The arbitrator's decision shall be final and binding, and judgment may be entered in any court of competent jurisdiction.

16.4 Class Action Waiver

YOU AND NUMU LABS AGREE THAT EACH PARTY MAY BRING CLAIMS AGAINST THE OTHER ONLY IN AN INDIVIDUAL CAPACITY AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS OR REPRESENTATIVE ACTION.

16.5 Exceptions

Either party may seek injunctive or other equitable relief in court to protect intellectual property rights or confidential information without first engaging in mediation or arbitration.

17. Governing Law and Venue

These Terms shall be governed by and construed in accordance with the laws of the State of Delaware, without regard to its conflict of law provisions. Any legal action or proceeding not subject to arbitration shall be brought exclusively in the state or federal courts located in Delaware, and you consent to the personal jurisdiction of such courts.

18. General Provisions

18.1 Entire Agreement

These Terms, together with our Privacy Policy, constitute the entire agreement between you and Numu Labs regarding the Services and supersede all prior agreements and understandings.

18.2 Severability

If any provision of these Terms is found to be invalid or unenforceable, the remaining provisions shall remain in full force and effect.

18.3 Waiver

No waiver of any provision of these Terms shall be deemed a further or continuing waiver of such provision or any other provision.

18.4 Assignment

You may not assign or transfer these Terms or your rights under these Terms without our prior written consent. We may assign these Terms without restriction.

18.5 Force Majeure

Neither party shall be liable for any failure or delay in performance due to circumstances beyond its reasonable control, including acts of God, natural disasters, war, terrorism, riots, labor disputes, or government actions.

18.6 Notices

All notices under these Terms shall be in writing and sent to the contact information provided in your account or to our contact information listed below.

19. Contact Information

If you have any questions about these Terms or the Services, please contact us at:

Numu Labs, Inc.

Attn: Barun Bashyal

1111B S Governors Ave STE 40741

Dover, DE 19904

United States

Phone: +1 (302) 440-5332

Email: hello@numupos.com

Website: numupos.com

ACKNOWLEDGMENT

BY USING THE SERVICES, YOU ACKNOWLEDGE THAT YOU HAVE READ, UNDERSTOOD, AND AGREE TO BE BOUND BY THESE TERMS OF USE.