Terms and Conditions
Effective March 1, 2026 – August 31, 2026
These Buyout Fund Promotion Terms and Conditions (these “Promotion Terms”) govern participation in the Numeral Buyout Fund (the “Promotion”) offered by Numeral Two, Inc., a Delaware corporation (“Numeral”). These Promotion Terms supplement the Terms of Service and applicable Order Form entered into between Numeral and the participating customer (the “Agreement”). In the event of a conflict between these Promotion Terms and the Agreement, these Promotion Terms control solely with respect to the Promotion.
Participation in the Promotion constitutes acceptance of these Promotion Terms.
1. Promotion Description
During the Promotion Period, Numeral may, in its sole and absolute discretion, provide eligible new customers with a subscription credit intended to offset certain remaining contract value under an active agreement with a third-party sales tax or compliance provider.
The Promotion creates no obligation on the part of Numeral unless and until expressly approved in writing by Numeral.
2. Eligibility
To qualify, a customer must:
(a) be a new customer of Numeral;
(b) execute an Agreement during the Promotion Period;
(c) commit to a minimum annual contract value of $10,000 under the Agreement; and
(d) be party to a currently active, executed contract with a third-party provider at the time of application.
Month-to-month arrangements, expired agreements, unsigned proposals, or agreements not in force are not eligible.
The customer must provide a fully executed copy of the applicable third-party agreement and the customer’s most recent invoice evidencing active billing under such agreement, together with any additional documentation reasonably requested by Numeral to verify the existence of the agreement and the remaining contractual subscription value.
Eligibility is determined by Numeral in its sole discretion.
3. Buyout Credit
If approved, Numeral may provide a subscription credit (the “Buyout Credit”) to be applied solely against subscription fees payable to Numeral under the Agreement.
The Buyout Credit:
(a) shall not exceed the documented remaining contract value of the customer’s active third-party agreement;
(b) shall exclude any termination penalties, early cancellation fees, administrative charges, legal fees, or other non-subscription amounts;
(c) shall not be paid in cash, refunded, transferred, or assigned; and
(d) shall have no cash value.
Under no circumstances shall Numeral be obligated to reimburse or assume liability for any penalties, fees, or obligations arising under the customer’s third-party agreement.
The Buyout Credit applies solely to Numeral subscription fees and shall not apply to taxes, pass-through costs, registration fees, filing fees, onboarding fees, or third-party expenses.
In all cases, the Buyout Credit shall be subject to the credit-to-ACV limitations set forth in Section 4, and Numeral shall have no obligation to issue a Buyout Credit that would cause such limitations to be exceeded.
4. Term Commitment
Participation in the Promotion is conditioned upon enhanced minimum subscription term commitments determined solely by the relationship between the Buyout Credit and the customer’s minimum annual contract value over the full subscription term (“Minimum ACV”).
For purposes of these Promotion Terms:
- “ACV” means the customer’s annualized subscription fees payable to Numeral under the applicable Order Form, exclusive of taxes, pass-through costs, registration fees, API fees, filing fees, onboarding fees, and third-party expenses.
- “Minimum ACV” means the lowest ACV applicable at any point during the subscription term, including as a result of any downgrade, reduction, or reconfiguration of services.
The Buyout Credit shall be subject to the following mandatory limitations, calculated based on the Minimum ACV:
(i) If the Buyout Credit is less than or equal to one hundred percent (100%) of Minimum ACV, the customer must commit to a minimum twelve (12) month subscription term.
(ii) If the Buyout Credit exceeds one hundred percent (100%) of Minimum ACV but does not exceed one hundred fifty percent (150%) of Minimum ACV, the customer must commit to a minimum twenty-four (24) month subscription term.
(iii) If the Buyout Credit would exceed one hundred fifty percent (150%) of Minimum ACV, the customer shall not be eligible for the Promotion.
If, at any time during the subscription term, the customer’s ACV is reduced below the Minimum ACV used to determine Promotion eligibility, Numeral reserves the right to proportionally reduce, claw back, or reallocate any remaining Buyout Credit to maintain compliance with the above thresholds.
These thresholds are absolute conditions of participation and may not be waived except with the written approval of Numeral’s VP of Finance and VP of Sales.
For Buyout Credits exceeding $100,000, executive approval is required. Numeral may impose additional commercially reasonable conditions, including upfront annual billing, staged credit application, or other protective structures.
5. Application of Credit
The Buyout Credit shall be applied on a straight-line basis over the full committed subscription term and reflected as a recurring subscription credit in each applicable billing period. Front-loading or accelerated application of the Buyout Credit is not permitted.
The Buyout Credit shall be applied as specified in the applicable Order Form, provided that such application remains consistent with the straight-line requirement set forth above.
Numeral may condition the commencement of Buyout Credit application upon completion of onboarding, implementation, or other commercially reasonable milestones, but in all cases, the total Buyout Credit must be allocated ratably across the full committed subscription term.
6. Early Termination; Repayment
If the customer:
(a) terminates the Agreement prior to completion of the committed subscription term;
(b) materially breaches the Agreement;
(c) fails to pay undisputed amounts when due; or
(d) reduces its subscription below the required minimum annual contract value,
then (i) any unused portion of the Buyout Credit shall be immediately forfeited, and (ii) Numeral may invoice and recover the pro rata value of any Buyout Credit previously applied. All such amounts shall be due and payable within thirty (30) days of invoice (net 30).
All remaining subscription fees for the committed term shall become immediately due and payable.
The remedies set forth herein are cumulative and in addition to any other rights available to Numeral under the Agreement or at law.
7. Discretion; Commercial Review
All participation is subject to Numeral’s sole and absolute discretion and internal commercial review, including margin, risk, and credit analysis.
Numeral may approve, deny, or condition participation for any reason or no reason.
8. Non-Combination
The Promotion may not be combined with other discounts, incentives, promotional pricing, or rebate programs unless expressly approved in writing by Numeral.
Participation does not modify Numeral’s standard pricing policies.
9. No Assumption of Third-Party Obligations
Numeral does not assume and shall not be responsible for any obligations owed by the customer to any third party. Numeral shall not negotiate, terminate, or otherwise manage the customer’s third-party agreements and shall have no liability for disputes, penalties, or fees arising therefrom.
10. Modification; Termination
Numeral reserves the right to modify, suspend, or terminate the Promotion at any time in its sole discretion. Termination shall not affect Agreements previously executed and approved under the Promotion.