Welcome to using NumWorks! This End User License Agreement ("Agreement") is an agreement whereby NumWorks (SAS) (referred to as "NumWorks", "we", "us" or "our") permits you to use the Software (defined below). The terms "you" or "user" refer to any individual or entity that accesses and/or uses the Software.
At NumWorks, we believe every person can be a math person, and we provide a number of features to help you achieve that goal, including certain software. The term "Software" in this Agreement means any computer software that we make available for your use, whether accessible through our consumer electronic products, including our graphing calculator (each, a "NumWorks Product"), or accessible with a browser, computer, or mobile device (each, a "Device"). All references to the Software in this Agreement include the Software in its entirety as well as any portion thereof.
The Software may contain or otherwise make use of software, content, data, or other materials, including related documentation, that is owned by third parties and licensed under terms other than the terms of this Agreement, potentially including open source software and third-party proprietary software (collectively, "Third-Party Materials"). You acknowledge and agree that your use of any Third-Party materials is subject to the accompanying third-party license terms (collectively, "Third-Party Licenses"), which may include restrictions and obligations additional to or different from those contained in this Agreement. In the event of any conflict between a Third-Party License and this Agreement, the Third-Party License will control with respect to the associated Third-Party Materials. Any breach by you of any Third-Party License also constitutes a breach of this Agreement. Where required by the license terms for particular Third-Party Materials, we make the source code of such Third-Party Materials, and any of our modifications to such Third-Party Materials available from a link on the Software.
Subject to the terms of this Agreement, NumWorks hereby grants you a non-exclusive, personal and non-transferable license to: (i) access, download and install a copy of the Software on your Device or NumWorks Product; (ii) use and run the Software as properly installed on your Device or NumWorks Product, in accordance with the terms of this Agreement and our Additional Terms (defined below); and (iii) modify the Software solely for your personal, non-commercial use. Except as expressly permitted under this Agreement, you shall not: (i) copy, reverse engineer, decompile, disassemble, alter, modify, adapt, translate or export the Software, with or without modification; (ii) upload, transmit or otherwise make the Software available on the web or any other network, or sell, lend, lease or distribute the Software, with or without additional modification; (iii) sublicense or assign any right to use the Software to third parties, with or without additional modification; or (iv) remove or obscure any logos, copyright, trademark, and other proprietary markings from the Software. The license in this Section 3 extends to use of the Software in a classroom setting for demonstration purposes, to the extent permitted under the policies of the associated school. If the school requires a direct license with NumWorks for such use, please contact contact@numworks.com.
If you choose to use the Software, then you represent and warrant that you agree to the terms and conditions of this Agreement, and the Terms of Use, Privacy Policy, and other terms as applicable found on our website (collectively, "Additional Terms").
By using the Software, you acknowledge and consent to the collection of your data to provide the Software and to improve and develop NumWorks products and services, all in accordance with our Privacy Policy. For all data requests, including for information on our data retention policy or to request deletion of your data, please refer to our Privacy Policy.
You agree to use the Software only as an end user, for your personal, non-commercial use. Except for demonstration purposes in a classroom setting, you may not frame or mirror the Software without our prior consent. You are solely responsible and liable for all uses of the Software on your Device(s) or NumWorks Product(s), and for obtaining and maintaining all connectivity, equipment and software needed for access to and use of the Software and for paying all charges related thereto.
You further agree:
You own and are responsible for all content and data you input into the Software ("Input"). You represent and warrant that the Input and its use in connection with the Software does not and will not infringe any third-party legal rights (including, without limitation, rights of privacy or publicity, moral rights, and intellectual property rights). NumWorks does not claim ownership in the output of the Software that is based on your Input ("Output"), subject to Section 12. You hereby grant to NumWorks a perpetual, irrevocable, non-exclusive, worldwide, royalty-free transferable and sub-licensable license, to use, distribute, reproduce, modify, adapt, publish, translate, publicly perform, and publicly display all or part of the Input in connection with the Software and the Output. You may distribute any Output that consists of text or images generated by your use of Software with your Inputs only under a Creative Commons "Attribution-ShareAlike International" License (CC-BY-SA-4.0) and only with the attribution "generated by NumWorks."
All notices, requests, consents, claims, demands, waivers and other communications to NumWorks shall be in writing and shall be sent to: NumWorks SAS, 160 boulevard Haussmann, 75008 Paris, France
Alternatively, you may provide notice through email to the following address: contact@numworks.com
Without limiting other remedies, we may terminate or otherwise suspend your access to the Software, in whole or in part, without notice if we believe that you have violated the terms of this Agreement or our Additional Terms or have otherwise engaged in conduct that violates applicable law or is otherwise harmful to our interests, the interests of our users, or any third party. Upon termination of this Agreement, you must cease using and permanently delete all copies of the Software on your Device(s) or NumWorks Product(s).
The Software, including all Third-Party Materials, is provided on an "as is" and "as available" basis, and your use is at your sole risk. We expressly disclaim all warranties of any kind, whether express or implied, with respect to the Software and any Third-Party Materials, including, but not limited to, the implied warranties of merchantability, fitness for a particular use or purpose, and non-infringement. Without limitation of the foregoing, NumWorks provides no warranty, and makes no representation of any kind that the Software or any Third-Party Materials will meet your requirements, achieve any intended results, be compatible, or work with any other software, applications, systems, or services, operate without interruption, meet any performance or reliability standards or be error-free, or that any errors or defects can or will be corrected. You acknowledge that access to the Software is not guaranteed and that we will not be responsible to you for any loss of data or materials caused by its operation or failure to operate. You understand and agree that any data, materials, Software and/or information you download through the Software is at your own discretion and risk and that you will be solely responsible for any damage arising therefrom. Under no circumstances will NumWorks or its officers, employees, directors, shareholders, agents, or licensors be liable under any theory of liability (whether in contract, tort, statutory, or otherwise) for any damages whatsoever, including direct, indirect, incidental, special, consequential or exemplary damages, including but not limited to, damages for loss of money, revenues, profits, goodwill, use, data or other intangible losses, resulting from your use of our Software. In no event will NumWorks' aggregate liability under this Agreement or arising out of or relating to your use of our Software exceed the greater of (i) the amounts paid by you for our Software or (ii) $100.
We acknowledge that some jurisdictions do not permit the exclusion or limitation of certain warranties or damages, so the above exclusions and limitations may not apply to you if and to the extent that they are prohibited by applicable law.
You agree to indemnify, defend, and hold harmless NumWorks and its officers, directors, employees, consultants and agents from and against any claims, liabilities, damages, losses, costs, expenses, fees (including reasonable attorneys' fees) that such parties may incur as a result of or arising from your violation of this Agreement. We reserve the right, at our own expense, to assume the exclusive defense and control of any matter otherwise subject to indemnification by you, and in such case, you agree to cooperate with our defense of such claim.
We reserve all rights in and to the Software not expressly granted to you under this Agreement. You acknowledge and agree that the Software is provided to you on a limited, non-exclusive basis under license, and is not sold to you. You do not acquire any ownership interest in the Software under this Agreement, or any other rights thereto, other than to use the Software in accordance with the license granted and subject to all terms, conditions, and restrictions under this Agreement. You agree to use reasonable efforts to safeguard the Software from infringement, misappropriation, theft, misuse, or unauthorized access while under your control. The trademarks, service marks, logos, domain names and other distinctive brand features of NumWorks ("Marks") used and displayed on the Software are registered and unregistered trademarks or service marks of NumWorks. Ownership of all Marks and the goodwill associated therewith remains with NumWorks.
This Agreement and the relationship between you and NumWorks will be governed by the laws of the State of New York, U.S.A. All lawsuits arising from or relating to the terms of this Agreement or your use of our Software will be brought solely in the Federal or State courts of competent jurisdiction located in New York, New York, and you hereby irrevocably submit to the exclusive personal jurisdiction of such courts for such purpose. Both NumWorks and you hereby irrevocably waive the right to a trial by jury in any legal proceeding arising out of or related to this Agreement.
This Agreement may be amended by us at any time by posting an updated version on our website, or by notice to you. Your continued use of the Software following an update constitutes your agreement to the revised terms. If you object to the amendment, you must cease using the Software. We reserve the right to modify or discontinue the Software with or without notice to you.
Sections 6, 7, 10 through 15, and any other provision of this Agreement that by its nature is intended to survive termination, shall survive the termination of these Terms of Use and the Agreement. If any provision of this Agreement is found to be invalid by any court having competent jurisdiction, the invalidity of such provision shall not affect the validity of the remaining provisions of this Agreement, which shall remain in full force and effect. Failure of NumWorks to act on or enforce any provision of this Agreement shall not be construed as a waiver of that provision or any other provision of this Agreement. No waiver shall be effective against NumWorks unless made by an authorized officer of NumWorks in writing, and no such waiver shall be construed as a waiver in any other or subsequent instance. Except as expressly agreed by NumWorks and you, this Agreement constitutes the entire agreement between you and NumWorks with respect to its subject matter, and supersedes all previous or contemporaneous agreements, whether written or oral, between the you and NumWorks with respect to the subject matter hereof. The section headings are provided merely for convenience and shall not be given any legal import. This Agreement will inure to the benefit of our successors, assigns, licensees, and sublicensees.
Effective Date: 2025/06/03