Effective: April 1, 2025
Germany Terms of Use – German Translation

THESE TERMS OF USE (“TERMS OF USE”) GOVERN YOUR USE OF THE NUMERATOR WEBSITE, INCLUDING ALL INFORMATION, SERVICES AND OTHER CONTENT PROVIDED ON THE NUMERATOR WEBSITE (COLLECTIVELY, THE “SITE”).  BY ACCEPTING THESE TERMS OF USE OR BY ACCESSING OR USING THE SITE, YOU AGREE THAT: (1) YOU HAVE READ AND AGREE TO BE BOUND BY THESE TERMS OF USE, AND (2) THESE TERMS OF USE CONSTITUTE A BINDING AGREEMENT BETWEEN YOU AND MARKET TRACK, LLC D/B/A NUMERATOR (“NUMERATOR”,”WE” OR “US”).

THESE TERMS OF USE DO NOT CREATE ANY THIRD-PARTY BENEFICIARY RIGHTS.

PLEASE NOTE: THESE TERMS OF USE CONTAIN A MUTUAL DISPUTE RESOLUTION/ARBITRATION AGREEMENT, A CLASS ACTION WAIVER, AND A JURY TRIAL WAIVER WHICH AFFECT YOUR RIGHTS. THESE PROVISIONS AFFECT HOW DISPUTES ARE RESOLVED. YOU AGREE TO BE BOUND BY THESE PROVISIONS. 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. Modification

THESE TERMS OF USE ARE SUBJECT TO CHANGE AT ANY TIME IN OUR DISCRETION. YOUR USE OF THIS SITE AFTER SUCH CHANGES ARE IMPLEMENTED CONSTITUTES YOUR ACKNOWLEDGMENT AND ACCEPTANCE OF THE CHANGES. PLEASE CONSULT THESE TERMS OF USE REGULARLY.

2. Minors

USE OF THIS SITE IS LIMITED TO USERS WHO ARE AT LEAST 18 YEARS OLD. NO USE OF THE SERVICES OR THE SITE IS DIRECTED TO USERS UNDER THE AGE OF 18. IF YOU ARE UNDER THE AGE OF 18, YOU ARE NOT PERMITTED TO USE THIS SITE, REGISTER AS A CUSTOMER OR SEND PERSONAL INFORMATION TO NUMERATOR. 

3. Other Agreements

Numerator offers certain products and services which may governed by separate terms and conditions or agreements (e.g., Master Client Agreement, Service Agreement, Master Services Agreement, etc.) (each, a “Subscription Agreement”).  To the extent you use such products and services, you understand that your use of such products and services will be governed by the applicable Subscription Agreement, and not these Terms of Use.  In the event of any conflict between these Terms of Use and such Subscription Agreement, such Subscription Agreement will govern solely with respect to those products and services.

4. Our Content

All content made available to you through the Site 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 of Use, 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.

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.

5. Restrictions on Use

You may use this Site solely for the following purposes: (a) finding general information regarding our company, products and services, and (b) if you have a valid Subscription Agreement, accessing subscription-based Content on the terms and conditions set forth in such Subscription Agreement. Notwithstanding any other provision of these Terms of Use, you may not use this site for any other purpose, including without limitation accessing any password-protected, subscription-based or non-public information, without our prior written consent. You may not copy, modify, distribute, sell or lease any part of this site, Content or software, nor may you reverse engineer or attempt to extract the source code of the software, unless laws prohibit those restrictions, or you have our written permission.

You may not (and may not authorize any other party to) (a) co-brand this Site, (b) frame this Site, or (c) link to this Site, without our prior written consent. For purposes of these Terms of Use, “co branding” means to display a name, logo, trademark, or other means of attribution or identification of any party in such a manner as is reasonably likely to give a user the impression that such other party has the right to display, publish, or distribute this Site or content accessible within this Site. You agree to cooperate in causing any unauthorized co-branding, framing, or linking to cease immediately.

6. Submissions 

You hereby grant to us (and those we work with) a royalty-free, perpetual, irrevocable, worldwide, non-exclusive right and license to use, host, store, reproduce, modify, adapt, edit, communicate, publish, translate, create derivative works from, distribute, publicly perform, and publicly display all content, remarks, suggestions, ideas, graphics, or other information communicated (i.e. uploaded, submitted, stored, sent) to us through this site (together, the “Submission”), and to incorporate any Submission into other works in any form, media, or technology now known or later developed.  For this reason, do not send us any Submissions that you do not wish to license to us, including any confidential information. In addition, you grant to us the right to include the name provided along with the Submission communicated by you; provided, however, we will have no obligation to include such name with such Submission. We are not responsible for the use or disclosure of any personal information that you voluntarily disclose in connection with any Submission you communicate. By communicating Submissions through the Site, you represent and warrant that you own or have the necessary rights and permissions to provide such Submissions to us, and to authorize us to use such Submissions in the manner contemplated by these Terms of Use. 

While we do not normally review or monitor Submissions, we reserve the right to block, refuse, delete, remove or edit, in whole or in part, any Submission that violates these Terms of Use or is otherwise objectionable, as determined by us in our sole discretion.  We assume no liability in connection with your use of any Submissions published on the Site, including any errors or omissions contained in such Submissions, or for any loss or damage incurred as a result of your use of any Submissions.

We will not be required to treat any Submission as confidential and may use any Submission in our business (including without limitation, for products or advertising) without incurring any liability for royalties or any other consideration of any kind and will not incur any liability because of any similarities that may appear in our future product or service offerings. You represent that you have the necessary rights to grant us this license for any Submission.

7. Privacy Policy

We take user privacy very seriously. Please view our Privacy Policy published at https://www.numerator.com/privacy-notice/. Please read this policy carefully and note that it may be updated from time to time.

8. 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), resulting from any third party claim, action, or demand relating to: (i) your use the Site; (ii) Submissions; (iii) your breach of any representation, warranty, or other provision of these Terms of Use; (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.

9. Information You Provide

If you submit and Submissions on the Site, then you agree that any Submissions: (i) will be accurate; (ii) will not violate or facilitate the violation of any law or regulation; (iii) will not violate any right of a third party, including intellectual property or publicity rights; (iv) will not cause injury to any person or entity; and (v) 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 Submissions you communicate, and we assume no liability for any Submissions communicated by you. 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 Submissions; (ii) alter, remove, or refuse to post or allow to be posted any Submission; and/or (iii) disclose any Submission, and the circumstances surrounding its transmission, to any third party. 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 Submission 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 Submissions that you may have under any applicable law under any legal theory.

10. Restricted Activities

You are prohibited from using any services or facilities provided in connection with this Site to compromise security or tamper with system resources and/or accounts. The use or distribution of tools designed for compromising security (e.g., password-guessing programs, cracking tools or network-probing tools) is strictly prohibited.

If you become involved in any violation of the Site system security, Numerator reserves the right to release your details to system administrators at other sites in order to assist them in resolving security incidents.

Numerator reserves the right to investigate suspected violations of these Terms of Use.

Numerator reserves the right to fully cooperate with any law enforcement authorities or court order requesting or directing Numerator to disclose the identity of anyone posting any e-mail messages, or publishing or otherwise making available any materials that are believed to violate these Terms of Use.

BY ACCEPTING THESE TERMS OF USE YOU WAIVE AND HOLD HARMLESS THE NUMERATOR PARTIES FROM ANY CLAIMS RESULTING FROM ANY ACTION TAKEN BY THE NUMERATOR PARTIES DURING OR AS A RESULT OF ANY INVESTIGATIONS AND/OR FROM ANY ACTIONS TAKEN AS A CONSEQUENCE OF INVESTIGATIONS BY EITHER NUMERATOR PARTIES OR LAW ENFORCEMENT AUTHORITIES.

11. Third Party Websites

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.

12. Limitation of Liability

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, 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 OF USE, THE SITE AND ALL TRANSACTIONS OR SERVICES PROVIDED UNDER THESE TERMS OF USE, WHETHER IN CONTRACT OR TORT OR OTHERWISE, WILL NOT EXCEED $50. YOU AGREE THAT WE WOULD NOT ENTER INTO THESE TERMS OF USE WITHOUT THESE LIMITATIONS ON OUR 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.

13. Arbitration Agreement

1. 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 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 13(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.
2. 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 of Use or other agreement You may have with us, along with the remainder of this Section.
3. 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 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 of Use 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.
4. Delegation/Arbitrability. You and we agree that these Terms of Use 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 exceptthe following, which are for a court of competent jurisdiction to decide: (i) issues that are reserved for a court in these Terms of Use; (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.
5. Costs of Arbitration.
   1. 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.
   2. 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 of Use.
6. 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.
7. Severability. Except as specifically provided herein, if any part of this Section 13 is found invalid or unenforceable, then it shall be stricken and the other parts of this Section 13 shall remain in full force and effect.

14. Class Action Waiver; Jury Trial Waiver

1. 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.
2. Jury Trial Waiver. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, YOU AND WE WAIVE THE RIGHT TO A JURY TRIAL.

15. Miscellaneous

All questions concerning the construction, validity, enforcement and interpretation of these Terms of Use shall be governed by and construed in accordance with the domestic laws of the State of Illinois, without giving effect to any choice of law or conflict of law principles.

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 these Terms of Use 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 these Terms of Use is found by a court of competent jurisdiction to be invalid or unenforceable, then these Terms of Use 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, these Terms of Use (and any applicable Subscription Agreement) set 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.

You shall not assign or transfer these Terms of Use or any right or obligation hereunder to any third party.

16. Technical Requirements

In order to be able to access and use the Site, you are responsible for complying with the hardware and software requirements of this Site, which may change over time without notice to you (e.g., support for access via outdated web browsers may be terminated).