Effective Date: 2025/06/03
NumWorks (SAS) and its affiliates, if any, (collectively referred to as "NumWorks", "we", "us" or "our") manufacture, market and sell NumWorks consumer electronics products, including our graphing calculators (the "Products"). We also provide (a) the websites located within the numworks.com domain and other websites administered by NumWorks (the "Site"), (b) software and services available on the Site and/or delivered through the Site (the "Site Services"), (c) certain software that may be downloaded to your computer (the "Computer Software"), and (d) certain software that may be downloaded to your mobile device (the "Mobile Software").
As used herein: the term "Software" means, collectively, any software included in our Products, the Computer Software and the Mobile Software; the term "Services" means, collectively, the Site and the Site Services; the term "NumWorks Offerings" means, collectively, the Products, Software and Services, and the terms "you", "your" or "user" refer to all individuals and entities that access and/or use the NumWorks Offerings.
1.1 These Terms of Use, in addition to our Privacy Policy and other applicable terms, including those available on our Site or otherwise provided to you (collectively, the "Agreement"), govern your access and use of the NumWorks Offerings. Please read them carefully.
1.2 By registering on the Site, or accessing and/or using all or part of the NumWorks Offerings, you acknowledge that you have read, understood, and agree to be bound by the provisions of the Agreement. If you do not agree with all or part of the Agreement, do not register for, access, browse or use the NumWorks Offerings.
1.3 We may change the Agreement at any time without prior notice by posting an updated version on the Site, effective immediately upon posting or a later date that we specify. Any use of the NumWorks Offerings after such posting or specified date constitutes your acceptance of any such changes. If you do not agree with the revisions, you must discontinue all use of the NumWorks Offerings and cancel any registration you may have for the Services, by sending an email to contact@numworks.com.
2.1 You shall not use Services if you are not at least 13 years old. By registering, accessing or using the Services, you represent that you are at least 13 years old and any information you provide about yourself, including your age, is accurate and complete.
2.2 The NumWorks Offerings, including all associated copyrights, patents, trademarks and other intellectual property, are owned or controlled by NumWorks and you acknowledge and agree that NumWorks (or its licensors) own all intellectual property and other legal rights, title and interest in and to the NumWorks Offerings. You further acknowledge that the NumWorks Offerings may contain information which is confidential to NumWorks and that you shall not disclose such information without NumWorks' prior written consent.
2.3 NumWorks hereby grants you a personal, worldwide, royalty-free, non-assignable, non-transferable, non-exclusive and revocable license to use the Services, the Software, and any Content contained therein, subject to all other applicable terms and conditions. Your right to use the Services and the Software is subject to your strict compliance with the Agreement and shall terminate automatically in case of any breach by you.
2.4 You shall not, and you shall not permit anyone else to:
(i) copy, reproduce, modify, translate, broadcast, perform, display, distribute, transmit, frame, republish, download, display, perform, post, transmit, sell, make a commercial use, create a derivative work, reverse engineer, decompile or otherwise attempt to extract any code from the NumWorks Offerings without NumWorks' prior written consent;
(ii) use any data mining, robots, scraping or similar data-gathering methods in connection with any NumWorks Offering;
(iii) take any action that imposes an unreasonable load on the Services' infrastructure;
(iv) use any device, software or routine to interfere or attempt to interfere with the proper working of the NumWorks Offerings or in violation of any applicable exam policies, or remove, disable, circumvent, or otherwise create or implement any workaround to security measures, including any features designed to ensure software integrity, such as secure browser environments or exam proctoring applications;
(v) delete or alter any material posted on the Site by NumWorks or any other person or entity (excluding deletion of your own content using functionality that NumWorks provides to you);
(vi) except for demonstration purposes in a classroom setting, mirror, frame or link to any of the materials or information available in the Software or the Services;
(vii) transfer, sell, provide, rent, lease or otherwise make available to any third party any Software, Services or Content;
(viii) use the NumWorks Offerings to violate any third-party rights or any local, state, national, or international law or regulation, or transmit or otherwise make available in connection with the NumWorks Offerings any material that would give rise to criminal or civil liability;
(ix) use the NumWorks Offerings to transmit or create any materials that are abusive, harassing, tortious, defamatory, libelous, or invasive of another's privacy or for advertisements, chain letters, spam, survey solicitations, junk mail or solicitations;
(x) use the NumWorks Offerings to transmit any material that contains adware, malware, spyware, software viruses, or any other computer code, files, or programs designed to interrupt, destroy, or limit the functionality of any computer software or hardware or telecommunications equipment; or
(xi) impersonate any person or entity, or otherwise misrepresent your affiliation with any person or entity, or interfere with or disrupt the NumWorks Offerings, or servers or networks connected thereto, or violate any requirements, procedures, policies, or regulations of networks connected to our Services.
2.5 No other use is permitted without our prior written consent. You must retain all copyright and other proprietary notices contained in the original Content on any copy you make of the Content.
2.6 The trademarks, service marks, logos, domain names and other distinctive brand features of NumWorks (the "NumWorks Trademarks") used and displayed in connection with the NumWorks Offerings and Content are registered and unregistered trademarks or service marks of NumWorks or third-parties (the "Third-Party Trademarks", and, collectively with NumWorks Trademarks, the "Trademarks"). Apart from the licenses and rights hereby expressly granted in the Agreement, nothing in the Agreement should be construed as granting, by implication, estoppel or otherwise, any license or right to use any of the Trademarks without the prior written consent of NumWorks. The Trademarks may not be used to disparage or harm in any manner NumWorks or any third party or their respective products or services, or in any manner that may damage any goodwill in the Trademarks. Use of any Trademarks as part of a link to or from any web site is prohibited without NumWorks' prior written consent. All goodwill generated from the use of any NumWorks Trademark shall inure to NumWorks' benefit.
2.7 Certain elements of the Services are protected by trade dress, trademark, unfair competition, and other laws and may not be copied or imitated in whole or in part, by any means, including but not limited to, the use of framing or mirrors, except as otherwise expressly permitted by Section 2.4 of these Terms of Use. None of the Content for the Services may be retransmitted without the express written consent from NumWorks for each and every instance.
3.1 NumWorks may in its sole discretion permit the posting of information and material, including but not limited to software, text graphics, communications, measures, tests, results, opinions, photographs, drawing, profiles, messages, notes, website links, music, videos files or other animated or non-animated images, designs, music, audio files or other sounds, reports, charts and data files, and any other content, including Feedback and Submissions (as defined below), that you publish, display, upload, disclose, transmit, store, share or otherwise make available on or through the NumWorks Offerings (collectively, "UGC").
3.2 By publishing, displaying, uploading, disclosing, transmitting, storing, sharing, "posting," or otherwise making available your UGC on or through the Services, you hereby grant to NumWorks a perpetual, irrevocable, non-exclusive, worldwide, royalty-free license, with the right to sublicense, to: copy, reproduce, modify, translate, broadcast, perform, display distribute, transmit, frame, republish, download, display, perform, post, sell, make a commercial use and commercially exploit, create derivative works, reverse engineer, decompile, and extract any code from, any of your UGC, in any media now existing or hereafter developed, including without limitation on websites, and in any digital or physical format. All UGC may be posted publicly by NumWorks without any further consent or permission from you. You hereby waive any rights of publicity with respect to the UGC and any other legal or moral rights that might preclude NumWorks' use of the UGC. You agree not to assert any claim, whether based on tort, contract, or other legal theory, against NumWorks or its sublicensees relating to NumWorks' or its sublicensees' use of the UGC, and you hereby release NumWorks and its sublicensees from any such claims.
3.3 You represent that any UGC you submit: (i) will not infringe any third party's copyright, patent, trademark, trade secret or other proprietary rights; (ii) will not violate any law, statute, ordinance or regulation; (iii) will not be obscene or contain child pornography; (iv) will not contain any viruses, worms, time bombs or other computer programming code that is intended to damage, detrimentally interfere with, surreptitiously intercept or expropriate any system, data or information; (v) will not violate any third party's rights of publicity or privacy; and (vi) will not be defamatory, unlawfully threatening or harassing, harmful to minors in any way, or otherwise offensive or inappropriate. You are responsible for complying with all laws applicable to your UGC. Upon request, you will provide documentation necessary to authenticate rights to such content and verify your compliance with the Agreement.
3.4 If you believe in good faith that any UGC or other materials on the Services infringe your copyright or author's rights, you (or your agent), may send us a notice requesting that the material be removed, or access to it blocked. All notices with respect to the Services must be sent to NumWorks at:
By Mail: Copyrights Agent, NumWorks SAS, 160 boulevard Haussmann, 75008 Paris, France
By email: contact@numworks.com
The NumWorks Offerings may contain information about, links to and/or advertisements for web sites operated by other parties (the "Third-Party Sites"). In addition, emails sent to users of the Services may contain information about, links to and/or advertisements for Third-Party Sites. The information provided about, links to and advertisements concerning Third-Party Sites are provided for your convenience only. We do not control such Third-Party Sites and we are not responsible for the content and performance of these Third-Party Sites and/or for any transactions you may choose to conduct with the operators of any Third-Party Sites. NumWorks suggests that you carefully read the terms of use (if any) applicable to the Third-Party Sites. You recognize and agree that NumWorks is not responsible for the content of linked Third-Party Sites, sites framed within the Site or third-party advertisements, and NumWorks does not make any representations regarding their content or accuracy. Your use of Third-Party Sites is at your own risk and subject to the terms and conditions of use of such sites.
5.1 NumWorks appreciates your interest in our products and our company and understands that you may have comments and suggestions. However, NumWorks does not ask you to, and you should not, send any confidential or proprietary information to NumWorks through its Services, or through any other means. Any unsolicited information or material sent to NumWorks will not be treated by NumWorks as confidential or proprietary information. If, however, you submit any unsolicited information and feedback, including, without limitation, ideas for new advertising campaigns, new promotions, new or improved products or technologies, product enhancements, processes, materials, marketing plans or new product names (collectively, the "Feedback"), regardless of any accompanying terms, conditions, or reservation of rights, the following terms shall apply to your Feedback: (1) you hereby grant NumWorks, and our designees, an exclusive, irrevocable, sublicensable, transferable, perpetual, royalty-free, worldwide license to access, use, reproduce, adapt, publish, translate, publicly display, modify, make derivative works of, and redistribute the Feedback and/or any portions thereof for any purpose, including commercial purposes, and in any way, without compensation to you; (2) there is no obligation for NumWorks to review the Feedback and/or provide you with any commentary regarding the same; and (3) there is no obligation to keep any Feedback confidential.
5.2 Upon submitting Feedback you (1) warrant that you are the original developer and/or creator of the Feedback and are legally free to make such a disclosure and you shall be solely liable for any damages arising from your submission of any information that is protected through copyright, trade secret law, patent law or other proprietary rights, and (2) acknowledge that you understand and agree to our feedback policy as set forth in this Section.
6.1 The Services may provide you with an opportunity to publicly post comments, articles and other submissions (collectively, the "Submissions"). By posting and/or otherwise providing Submissions to the Services, you agree to grant us the rights described in Section 3 and Section 5 above. You also permit any other users to access, display, view, store and reproduce such Submissions. You acknowledge that, to the extent that you include personally identifiable information in your Submissions, we may republish such information. For more information on NumWork's privacy practices concerning your personally identifiable information, please review our Privacy Policy. NumWorks reserves the right to refuse to accept, post, display or transmit any Submission in its sole discretion.
6.2 Although NumWorks has no obligation to monitor the Submissions, you acknowledge and agree that we reserve the right at our sole discretion to: (i) monitor the Submissions; (ii) alter, edit, or remove any Submission in whole or in part; and (iii) use and disclose any Submissions in any manner permitted by this Agreement or by applicable law. The Submissions posted on the Site by users do not indicate any approval or endorsement by NumWorks of such Submissions. NumWorks is not responsible for, and hereby disclaims any and all liability that may arise from, the Submissions.
6.3 You agree that you are responsible for your own use of the Services, for any Submission you make, and for any consequences thereof. You agree that you will use the Services in compliance with all applicable local, state, national, and international laws, rules and regulations, including any laws regarding the transmission of technical data exported from your country of residence. To provide a forum where ideas can be shared in a productive and safe environment, you agree NOT to:
(i) Post any private information, or otherwise harvest, collect or disclose information, about another without his or her express consent;
(ii) Post any content to the Services that is unlawful, racist, hateful, libelous, defamatory, obscene, or that intentionally discriminates against or harasses particular individuals or groups;
(iii) Post any content to the Services that infringes any third party's intellectual property or other rights; or
(iv) Imply that NumWorks endorses any of your statements or positions.
7.1 The warranty for the Products is set forth in the limited warranty available on our Site, here.
7.2 Except as set forth in 7.1, the NumWorks Offerings and the Content are provided on an 'as is' and 'as available' basis and NumWorks, its affiliates, their respective officers, directors, employees, agents, suppliers, or licensors make no warranties or representations of any kind, express or implied, about the NumWorks Offerings or the Content, and hereby expressly disclaim all express and implied warranties, including but not limited to warranties: (A) as to correct operation, accuracy, reliability, completeness, timeliness or reliability, (B) of title, merchantability, non-infringement of third parties rights, and fitness for particular purpose, (C) that the NumWorks Offerings or the Content are or will be error free, will be uninterrupted, or will be available at any time or from any particular location, or (D) that the Services, its servers, or the Content, are or will be free of computer viruses or similar contamination or destructive features. If your use of the NumWorks Offerings or Content causes the need for servicing or replacing equipment or data, no NumWorks party shall be responsible for those costs.
7.3 The Content and all output of the NumWorks Offerings are intended to be used for informational purposes only and should not be used as a source to make any decision.
8.1 In no event shall NumWorks be liable for any indirect, incidental, punitive or consequential damages whatsoever (including, without limitation, lost profits, lost data or business interruption) arising out of the use or inability to use, or resulting from use of, the NumWorks Offerings or the Content, whether such damages are based on warranty, contract, tort (including negligence), or any other legal theory, even if NumWorks has been advised of the possibility of such damages. NumWorks shall not be subject to liability for the truth, accuracy or completeness of the NumWorks Offerings or Content, or any other information conveyed to the user, or for errors, mistakes or omissions therein, or for any delays or interruptions with respect thereto, regardless of cause. You agree that you use the NumWorks Offerings and Content entirely at your own risk. The aggregate liability of NumWorks arising out or relating the Agreement or any NumWorks Offering or Content (regardless of the form of action or claim, e.g., contract, warranty, tort, strict liability, negligence, or any other legal theory) shall be limited to $100.
8.2 In certain jurisdictions, applicable law may not allow certain of the foregoing limitations or exclusions, in which case they may not apply to you. In such jurisdictions, the liability of NumWorks shall be limited to the maximum extent permitted by law.
Upon request by us, you agree to defend, indemnify, and hold harmless NumWorks and any of its related parties (including its affiliates and their respective employees, agents, officers, directors and shareholders) from and against any losses, liabilities, damages and costs, including without limitation, reasonable legal and accounting fees, arising or resulting from any claims, actions or demands related to (i) your use or misuse of the NumWorks Offerings or Content; (ii) your breach of the Agreement; or (iii) any breach of any intellectual property or other third-party rights, or of any other applicable law, in connection with the use of the NumWorks Offerings or Content. NumWorks shall provide notice to you of any such claim, suit, or proceeding. NumWorks reserves the right to assume the exclusive defense and control of any matter which is subject to indemnification under this section. In such case, you agree to cooperate with any reasonable requests assisting NumWorks' defense of such matter.
10.1 The Agreement will continue to apply until terminated by either you or NumWorks as set out below.
10.2 If you want to terminate the Agreement, you may do so by ceasing all use of the NumWorks Offerings and Content and closing your accounts for the Services.
10.3 NumWorks may, at any time, terminate its legal agreement with you if:
(i) you have breached any provision of, or have acted in manner which clearly shows that you do not intend to, or are unable to, comply with, the Agreement or any other legal agreement between You and NumWorks;
(ii) NumWorks is required to do so by law (for example, where the provision of the Services to you is, or becomes, unlawful);
(iii) the relationship between NumWorks and partner with whom NumWorks offered the Services to you has been terminated or the partner has decided to discontinue its relationship with NumWorks;
(iv) NumWorks discontinues all or any part of the NumWorks Offerings; or
(v) NumWorks, in its sole discretion, determines that the termination is necessary to protect the security or integrity of the NumWorks Offerings.
10.4 Without prejudice to the foregoing, NumWorks reserves the right, in its sole discretion, to change, restrict, suspend, or discontinue any or all NumWorks Offerings or Content at any time and for any reason without prior notice or liability. You understand and agree that your UGC may continue to appear on and outside the Site indefinitely, even after your UGC is removed from the Site, or this Agreement and/or your account is terminated.
10.5 Sections 2.2, 2.4, 2.6, 2.7, 3, 5 through 12, and any other provision of these Terms of Use that by its nature is intended to survive termination, shall survive the termination of these Terms of Use and the Agreement.
11.1 NumWorks may host the Services in one or more locations of its choosing and makes no claims concerning whether the Content may be downloaded, viewed, or be appropriate for use in any particular country. You access the Content and the Services at your own risk and you are solely responsible for ensuring compliance with all applicable laws.
11.2 You expressly agree to comply with any export control restrictions applicable to you and not to export or re-export any of the Content or NumWorks Offerings to countries or persons prohibited under the export control laws. By downloading the Content or any Software, you are expressly agreeing that you are not in a country where such export is prohibited or are a person or entity for which such export is prohibited.
12.1 These Terms of Use and the relationship between you and NumWorks will be governed by the laws of the State of New York, U.S.A. Any dispute resulting from these Terms of Use or your use of the Services 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 purposes. 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.
12.2 If any provision of these Terms of Use 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 these Terms of Use, which shall remain in full force and effect.
12.3 Failure of NumWorks to act on or enforce any provision of these Terms of Use shall not be construed as a waiver of that provision or any other provision in these Terms of Use. 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.
12.4 Except as expressly agreed by NumWorks and you, these Terms of Use constitute 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 you and NumWorks with respect to its subject matter.
12.5 The section headings are provided merely for convenience and shall not be given any legal import.
12.6 These Terms of Use will bind and inure to the benefit of our respective heirs, successors, and assigns.
12.7 You acknowledge that the transmission of information via the internet is not completely secure. Although NumWorks does its best to protect your personal information, we cannot guarantee the security of any of your personal information transmitted to our Services. Any information submitted or provided by you to the Services might be publicly accessible and is submitted at your own risk. Important and private information should be protected by you. NumWorks is not responsible for circumvention of any privacy settings or security measures contained on the Services. For more information about our data privacy and security measures, please review our Privacy Policy.
12.8 All legal notices to us must be sent to:
NumWorks SAS, 160 boulevard Haussmann, 75008 Paris, France
By email: contact@numworks.com