Effective Date: January 12, 2026
These API Terms of Service ("Terms") govern access to and use of the application programming interface ("API") and related documentation made available by NumWorks SAS ("NumWorks," "we," or "us"). By accessing or using the API Software (as defined below), you ("Customer" or "you") agree to be bound by these Terms. These Terms apply to all developers, customers and users building applications that interact with our API Software.
If you are accepting these Terms on behalf of a company or other legal entity, you represent and warrant that you have the legal authority to bind such entity to these Terms. By clicking "I agree" (or taking a similar action) or by using or accessing our APIs, you agree to be bound by these Terms.
We may update these Terms at our discretion from time to time. If we make a material change to these Terms, we will endeavor to provide you with reasonable notice prior to the change taking effect. You may be required to click through the modified Terms to show your acceptance. Nonetheless, your continued use of our APIs after a modification constitutes your acceptance of such modification, even if we do not provide notice to you. You can review the most current version of these Terms at any time by visiting this page. The materially revised Terms will become effective on the date set forth above.
All capitalized terms shall have the same meanings as those in the End User License Agreement, unless otherwise defined herein.
Application means the Customer's software application, website, interface or any other means that Customer develops or uses to access the Software using the API.
API means any application programming interface made available by NumWorks, including all endpoints, methods, functions, calls, protocols, schemas, software development kits, libraries, sample code, command-line tools, webhooks, connectors, and integration mechanisms, together with any related services, features, models (including artificial intelligence or machine-learning models), algorithms, configurations, authentication mechanisms (including API keys, tokens, or credentials), Documentation, and all updates, enhancements, modifications, and derivative works thereof, whether accessed locally, remotely, via the internet, or through any other means, and regardless of version or release status.
API Software means the API and the Documentation.
Commercial Use means any access to or use of the API, directly or indirectly, that is intended for, results in, or supports a commercial, revenue-generating, or business purpose, whether or not a fee is charged, including, but not limited to, use to: (a) develop, operate, or support products or services offered to third parties; (b) generate revenue, fees, consideration, or other economic benefit; (c) support internal business operations, decision-making, analytics, automation, or workflows; (d) provide services, outputs, or functionality to customers, partners, or affiliates; or (e) otherwise obtain a commercial, professional, or competitive advantage.
Documentation means any technical, functional, or operational information relating to the API that is made available by NumWorks from time to time, whether in written, electronic, or other form, including developer guides, reference materials, specifications, schemas, examples, sample code, instructions, usage guidelines, policies, FAQs, release notes, change logs, and other descriptive or instructional materials, regardless of format or medium, and including any updates, modifications, or replacements thereto. Documentation is provided for informational purposes only and does not create any warranties, service commitments, or obligations unless expressly stated by NumWorks in writing.
End Users means individuals who have the right to access any Application with the Software.
Material means the calculator, calculator results, graphs, data or other content that is displayed in the Application through the use of the Services.
Services mean the API Software and the Software provided by NumWorks.
Updates means bug fixes, troubleshooting, updates, upgrades, enhancements, modifications and new releases or versions of the API.
To access and use the Services, Customer must create and maintain an account (an "Account"). Upon Account creation and agreement to these Terms, NumWorks may issue one or more unique credentials, including API keys, tokens, or similar access mechanisms ("API Keys"). Customer represents and warrants that the information provided during Account creation is accurate. It is Customer's responsibility to maintain the accuracy of the Account information.
NumWorks may, at any time and without prior notice, immediately suspend, revoke, or restrict access to the Account, Services or any API Key if NumWorks reasonably believes that: (a) an API Key has been compromised, misused, or shared; (b) Customer's use of the Services violates these Terms or applicable law; or (c) such suspension is necessary to protect NumWorks, the Services, other customers, or third parties from security, legal, or operational risk. NumWorks may impose additional usage limits or controls to reinstate a suspended or restricted Account.
To the maximum extent permitted by applicable law, NumWorks shall have no liability for any suspension, revocation, or restriction implemented pursuant to this section, nor for any loss or damage arising from unauthorized use of the Services through Customer's Account or API Keys. Customer is solely responsible for all activity conducted through its Account or API Keys, whether authorized or unauthorized.
Customers may access the Services through a (1) Trial Plan, (2) Starter Plan, or (3) an Enterprise Plan. A Customer may choose the free Trial Plan so long as it is solely for (a) personal, non-commercial use, or (b) a 90 day trial for internal testing to evaluate in preparation for Commercial Use. The Starter Plan and Enterprise Plan shall be used for all Commercial Use. The Trial Plan, Starter Plan and Enterprise Plan shall contain limits for customer's use of the Services ("Usage Limits"). The Usage Limits shall be noted in the self-service pathway or the Enterprise Addendum and shall be strictly enforced.
Prior to any use of the Services in excess of, or not permitted under, a Trial Plan, you agree to: (a) upgrade to a Starter Plan via our self-service pathway, or (b) contact us via email at partnerships@numworks.com for an Enterprise Plan and enter into a written addendum ("Enterprise Addendum") to these Terms. It is your responsibility to confirm that you have selected the correct plan. In the event that you exceed the limits of the Trial Plan and do not upgrade or you do not choose a plan that is appropriate for your usage, Customer will be responsible for any excess Fees (as defined below) incurred from the date such excess usage occurred, at NumWorks' then-current rates.
The self-service pathway or Enterprise Addendum will describe (i) the specifics of the Plan; (ii) the fees ("Fees") for the use of the Services, (iii) the subscription term and termination conditions, (iv) the Software that is included, (v) the name and description of the Application which will incorporate the Software, and (vi) and Usage Limits.
Fees. All Fees will be billed in advance in U.S. Dollars as indicated on the self-service pathway or in the Enterprise Addendum. Fees are non-refundable, unless expressly provided herein. Past due accounts are subject to interest of one and a half percent (1.5%) per month on any outstanding balance, or the maximum rate permissible by law, whichever is less. Additionally, in the event any Fees are more than thirty (30) days overdue, we may suspend your access to the Services upon written notice and require full payment before reinstatement. Customer is responsible for all reasonable and documented costs incurred by us in collecting any late payments and/or interest amounts, including reasonable lawyers' fees, court costs, and collection agency fees. You must keep all payment information up to date.
Payment Disputes. To dispute an invoice in good faith, you must notify NumWorks within ten (10) business days of receipt of the invoice, and the parties will seek to mutually and amicably resolve the dispute within another ten (10) business days thereafter. If Customer fails to timely dispute an invoice in accordance with this section, the invoice shall be deemed accepted and Customer waives any right to dispute or challenge such invoice. If the parties cannot resolve the dispute within that time period, either party may pursue available remedies.
Taxes. The Fees are exclusive of any taxes, levies, tariffs, duties, or other governmental assessments of any nature, such as, but not limited to, sales, use, value-added, and withholding taxes (collectively, "Taxes"). You are responsible for paying all Taxes associated with the Fees. If we are required to pay or collect Taxes for which you are responsible, NumWorks will include such Taxes on the invoice to you.
Limited Trial Plan License. Subject to Customer's full compliance with these Terms, NumWorks grants Customer a limited, revocable, non-exclusive, non-transferable, non-sublicensable license during the trial period to access and use the Services made available by NumWorks solely for internal evaluation and testing purposes, and not for Commercial Use, production use, or use for the benefit of any third party. The trial Services are provided as a service, not as licensed or delivered software except as expressly set forth herein. NumWorks may modify, suspend, or terminate the trial, Trial Plan, or this trial license at any time, with or without notice, and for any reason or no reason. Upon expiration or termination of the trial or this license, Customer shall immediately cease all use of the Services.
Limited Commercial Use License. Subject to Customer's full compliance with these Terms and the full payment of the Fees, NumWorks grants Customer a limited, worldwide, revocable, non-exclusive, non-transferable, non-sublicensable (except for access and use of the Services by your End Users solely through the Applications), license to: (i) access and use the Services solely for the purpose of incorporating Material into the Applications; and (ii) use, reproduce, distribute, and publicly display Material solely as integrated into and displayed on or through the Applications, in each case, in accordance with the Documentation.
Beta Programs. Notwithstanding anything else in these Terms, Customer may elect to use certain beta, preview, pilot, or early-access offerings made available by NumWorks ("Beta Programs"). Customer acknowledges that Beta Programs may contain errors or defects, may result in data loss or inaccuracies, and may be changed, suspended, or discontinued at any time, for any reason, without notice and without liability. BETA PROGRAMS ARE PROVIDED "AS IS" AND WITHOUT WARRANTIES OF ANY KIND, AND NUMWORKS EXPRESSLY DISCLAIMS AND EXCLUDES ALL OBLIGATIONS WITH RESPECT TO BETA PROGRAMS, INCLUDING SERVICE LEVELS, SUPPORT, UPTIME COMMITMENTS, INDEMNIFICATION, AND LIABILITY FOR DAMAGES ARISING FROM OR RELATED TO THEIR USE. CUSTOMER OPTS IN TO USE BETA PROGRAMS AT CUSTOMER'S SOLE AND OWN RISK.
License Termination. Upon termination, all licenses granted under this Section shall immediately and automatically cease and terminate. All rights not expressly granted are reserved by NumWorks. NumWorks retains all right, title, and interest in and to the Services and all related intellectual property.
Applications. Without limiting Customer's obligations in these Terms, Customer is solely responsible for the development, operation, security and support of the Application and the relationship with End Users. Customer must maintain a user agreement and privacy policy for the Application that complies with applicable laws and regulations. Customer is solely responsible for all End User activity. Customer is responsible for all activities relating to Customer's access and use of the Services and Material and for compliance with all laws, rules, and regulations ("Laws") associated therewith, including without limitation those relating to data privacy, international communications, and transmission of technical or personal data. Customer shall take commercially reasonable steps to prevent, detect, and address any misuse of the Services by End Users.
API Keys. Customer is solely responsible for: (a) maintaining the confidentiality, security, and proper use of all Account credentials and API Keys; (b) limiting access to API Keys to authorized personnel and systems only; (c) all activity conducted through the Account or using API Keys, whether authorized or unauthorized; (d) implementing commercially reasonable controls; and (e) ensuring that any automated systems or third-party services using API Keys do so in compliance with these Terms. Customer shall promptly notify NumWorks of any actual or suspected compromise, loss, or unauthorized use of an Account or API Key and shall cooperate with NumWorks in remediation efforts.
Updates. Nothing herein shall entitle Customer to any support for the Services, unless otherwise specified. In our sole discretion, NumWorks may provide Updates to the Services. In the event one or more Updates are backward-compatible and do not require changes to the Application, Numworks may implement such Updates automatically and without notice to you. Updates that are not backward-compatible and require breaking changes to the Application will be made available through a new version of the API, and NumWorks will use commercially reasonable efforts to notify you of such Updates via email or the self-service pathway. In the event of breaking changes requiring a new version, NumWorks will continue to make the prior version of the API available for a reasonable transition period, up to six (6) months from the date the new version is made available, unless an earlier change is required for security, legal, or operational reasons. Customer must, at Customer' sole cost and expense, incorporate the Updates into the Application(s) and update or make any necessary changes to the Application(s) to a supported API version within the applicable transition period following the date on which such Update or Updates were made available to you. You acknowledge that your failure to use, deploy, or incorporate Updates may adversely affect the functionality of, or accessibility to, the Services and that any warranties otherwise applicable under these Terms shall not apply to the extent your failure to use, deploy, or incorporate Updates causes NumWorks to breach such warranty. Updates may adversely affect the manner in which the Application accesses or communicates with the Services. Customer's continued access or use of the API and Services following an Update will constitute binding acceptance of the Update.
Access and Use. NumWorks reserves the right to change, suspend, or discontinue the availability of some or all of the Services at any time for any reason with or without notice. Such changes may include removal of features or changes in the requirements or fees for features. We may also impose limits on certain features and services or restrict Customer's access to some or all of the API. Customer's continued use of the API following a subsequent release will be deemed Customer's acceptance of the modifications.
When using the Services, Customer shall not, and shall not permit any third party, including its employees, agents, contractors, and/or service providers to:
Usage Limits. NumWorks may set and shall strictly enforce Usage Limits, in our sole discretion. Customer agrees to and will not attempt to circumvent the Usage Limits. If Customer would like to use the Services beyond the Usage Limits, Customer must obtain NumWorks' express written consent (and NumWorks may decline such request or condition acceptance on Customer's agreement to additional terms and/or charges for that use). In the event that NumWorks reasonably suspects the Customer has exceeded the Usage Limits, NumWorks reserves the right to limit, suspend or terminate Customer's access to the Services until Customer has provided NumWorks with adequate documentation (in NumWorks' sole discretion) to support Customer's stated usage.
Customer Records. For the Starter Plan, Customer shall establish and maintain commercially reasonable records sufficient to demonstrate that Customer's use or usage of the Services is within the applicable Usage Limits. NumWorks may request to review such records in its sole discretion. For the Enterprise Plan, Customer shall establish and maintain a commercially reasonable tracking system that accurately measures and records (as well as enables NumWorks to verify Customer reporting of information for Fee calculations), including, but not limited to the number of End Users accessing the Software, API calls and usage, as well as all other usage metrics relevant to Fee calculations. Customer acknowledges that Fees under the Enterprise Plan are based on Customer's self-reported usage data, and Customer shall self-certify and provide NumWorks with accurate and complete reports of all information required for calculation of Fees via the self-service pathway or via email to partnerships@numworks.com.
Audit Rights. NumWorks shall have the right to appoint an independent or internal auditor (internal to NumWorks), under appropriate non-disclosure conditions, to audit Customer's Application(s), systems, end user reports, supporting documentation, and related records to confirm compliance with these Terms and the Addendum, if any, and the accuracy of Customer reported information in connection with calculation of Fees and the number of End Users for any Billing Period (as defined in the Addendum, if any). If requested, Customer must provide NumWorks with proof that the Application complies with these Terms and reasonable documentation supporting the End User counts reported by Customer. Audits shall be conducted no more than once per calendar year upon reasonable prior written notice, during normal business hours, and in a manner that does not unreasonably interfere with Customer's operations; provided, however, that this limitation shall not apply where (i) Customer fails to timely submit an End User Report as required under the Addendum (if any), (ii) NumWorks reasonably believes that an End User Report is materially inaccurate, or (iii) NumWorks reasonably believes that a material breach of these Terms of the Addendum has occurred.
The Services, Material, and all software, documentation, information, hardware, equipment, devices, templates, tools, documents, processes, methodologies, know-how, websites, modifications, improvements, derivative works, and any additional intellectual or other property used by or on behalf of NumWorks, or otherwise related to the Services, together with all copyrights, trademarks, patents, trade secrets and any other proprietary rights inherent therein and related thereto (collectively, the "NumWorks Property") are and will remain the sole and exclusive property of NumWorks. Customer does not acquire ownership of any rights in the NumWorks Property, including the APIs. Customer and Customer's affiliates covenant not to assert patent infringement claims against NumWorks or the NumWorks Property, products or services, including the API. Customer shall not make derivative works of, or otherwise modify, any Services or Material, unless expressly authorized herein. Customer shall not use any Services or Material in any way that infringes upon the intellectual property rights of any person, including without limitation NumWorks.
Customer maintains all ownership rights in the Application and any Customer trademark, except for any NumWorks Property incorporated therein.
Trademarks. Subject to these Terms, NumWorks also hereby grants Customer a non-exclusive, revocable, non-transferable, non-sublicensable, limited license to use, display and reproduce NumWorks' trademarks (collectively, "Marks") solely for the purposes of identifying the use of the Services within the Applications in accordance with NumWorks' trademark usage policies. Customer may not use the Marks in marketing or promotional materials without NumWorks' express prior written consent. You will use the Marks in conformance with NumWorks' trademark usage policies as communicated to you from time to time. You will not use the Marks in a manner that NumWorks reasonably believes dilutes, tarnishes or blurs the value of the Marks. You acknowledge that your use of the Marks will not create in you, nor will you represent that you have any right, title or interest in or to the Marks other than the license granted by NumWorks in this Section. You will not challenge the validity of or attempt to register any of the Marks, nor will you adopt any derivative or confusingly similar names, brands or marks or create any combination marks with the Marks. You acknowledge NumWorks' ownership and exclusive right to use the Marks and agree that all goodwill arising as a result of your use of the Marks will inure solely to the benefit of NumWorks.
NumWorks will not own any proprietary data, information, or material that Customer submits in the course of using the Services or the API ("Customer Data"), except subject to the license rights set forth below, and except for any Feedback (as defined herein) that Customer provides through any channel. Customer, and not NumWorks, shall have the sole responsibility for all aspects of the Customer Data, including, without limitation, its accuracy, legality, ownership, transmission, and use. To the extent Customer transmits data relating to usage of the Services or the API, Customer shall use commercially reasonable efforts to anonymize such data prior to transmission so that it does not constitute "personal data" or "personal information" under applicable data protection laws, including the GDPR, where anonymization is technically feasible and appropriate. Where anonymization is not feasible and Customer transmits "personal data" or "personal information" through the Services, Customer represents and warrants that (i) such transmission is strictly necessary for the permitted use of the Services, and (ii) Customer has obtained all required rights, consents, and legal bases under applicable data protection laws. NumWorks shall have no obligation to retain any copy of Customer Data for longer than ninety (90) days after termination of this Agreement, except as required to comply with applicable law or legitimate backup and security procedures. Notwithstanding the foregoing, NumWorks may use any data that is public, independently sourced by NumWorks, or made public by Customer, as well as aggregated or anonymized Customer Data that does not identify any individual, for its internal business purposes, and is posted to, collected by, or stored in the Services, Materials, or API. Customer hereby grants NumWorks an unlimited, worldwide, paid-up, royalty-free license and right to access, use, copy, modify, and aggregate such Customer Data returned by the API for its business purposes.
Any Personal Information received by NumWorks from Customer will be handled in accordance with NumWorks' Privacy Policy and applicable data protection laws.
Customer shall ensure that any data accessed through the API shall be used solely on behalf of and as instructed by the Customer, and in compliance with all applicable Laws, including all applicable privacy laws.
Customer agrees to monitor the use of the Application for any activity that violates applicable Laws or the Agreement, including any fraudulent, inappropriate, or potentially harmful behavior, and promptly restrict any offending users of the Application from further use. Customer agrees to provide a resource for users of the Application to report abuse. As between Customer and NumWorks, Customer is responsible for all acts and omissions of End Users in connection with the Application.
Each party represents and warrants that: (i) it is duly organized and validly existing under the laws of the jurisdiction in which it is organized; (ii) it has full power and authority and has obtained all approvals, permissions and consents necessary to enter into this Agreement, to perform its obligations, and to grant the rights hereunder; (iii) this Agreement is legally binding upon it and enforceable in accordance with its terms; and (iv) the execution, delivery, and performance of this Agreement does not and will not conflict with any agreement, instrument, judgment, award, or understanding, oral or written, to which it is a party or by which it may be bound.
Customer represents and warrants that: (i) Customer owns all rights, title and interest in and to the Customer Data or that Customer has otherwise secured all necessary rights in the Customer Data; and (ii) Customer will not use the Services in violation of any Laws.
EXCEPT AS PROVIDED EXPRESSLY HEREIN, CUSTOMER EXPRESSLY ACKNOWLEDGES AND AGREES THAT CUSTOMER'S USE OF THE SERVICE IS PROVIDED "AS IS" AND "AS AVAILABLE" WITHOUT WARRANTY OF ANY KIND FROM NUMWORKS. CUSTOMER'S USE OF THE SERVICES AND ANY MATERIAL DISPLAYED, DOWNLOADED OR OTHERWISE OBTAINED THROUGH THE USE OF THE SERVICES IS AT CUSTOMER'S OWN DISCRETION AND RISK, AND CUSTOMER IS SOLELY RESPONSIBLE FOR ANY DAMAGE TO CUSTOMER'S COMPUTER SYSTEMS, HARDWARE, FIRMWARE, SOFTWARE, OR OTHER DEVICE OR LOSS OF DATA THAT RESULTS FROM SUCH USE. NUMWORKS WILL NOT BE HELD RESPONSIBLE FOR (A) ANY ERRORS, INACCURACIES, OR SERVICE INTERRUPTIONS, INCLUDING POWER OUTAGES OR SYSTEM FAILURES; OR (B) ANY UNAUTHORIZED ACCESS TO, USE OF, OR ALTERATION OF, OR DELETION, DESTRUCTION, DAMAGE, OR LOSS OF, ANY DATA, IMAGES, TEXT, OR OTHER INFORMATION OR CONTENT. EXCEPT FOR THOSE EXPRESSLY AGREED TO HEREIN AND TO THE EXTENT PERMITTED BY LAW, NUMWORKS EXPRESSLY DISCLAIMS ALL WARRANTIES AND CONDITIONS OF ANY KIND, WHETHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES AND CONDITIONS OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT, AND ANY WARRANTIES ARISING OUT OF ANY COURSE OF DEALING, PERFORMANCE, OR TRADE USAGE.
CUSTOMER UNDERSTANDS THE SERVICES ARE PROVIDED VIA THE INTERNET AND ACKNOWLEDGES AND AGREES THAT NUMWORKS DOES NOT OPERATE OR CONTROL THE INTERNET. AS SUCH, THE SERVICES MAY BE SUBJECT TO LIMITATIONS, DELAYS, AND OTHER PROBLEMS INHERENT IN THE USE OF THE INTERNET AND ELECTRONIC COMMUNICATIONS.
TO THE MAXIMUM EXTENT PERMITTED BY LAW, EACH PARTY EXPRESSLY ACKNOWLEDGES AND AGREES THAT THE OTHER PARTY, ITS AFFILIATES, AND EACH OF THEIR RESPECTIVE DIRECTORS, OFFICERS, EMPLOYEES, AND ITS LICENSORS SHALL NOT BE LIABLE UNDER ANY THEORY OF LIABILITY FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY, OR PUNITIVE DAMAGES THAT MAY BE INCURRED BY A PARTY, OR FOR ANY LOSS OF DATA, LOSS OF USE, LOST REVENUES OR LOST PROFITS, WHETHER IN CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY, OR OTHERWISE, WHETHER OR NOT A PARTY OR ITS REPRESENTATIVES HAVE BEEN ADVISED OF, OR SHOULD HAVE BEEN AWARE OF, THE POSSIBILITY OF ANY SUCH LOSSES ARISING. SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF CERTAIN WARRANTIES OR THE LIMITATION OR EXCLUSION OF LIABILITY FOR INCIDENTAL OR CONSEQUENTIAL DAMAGES. ACCORDINGLY, SOME OF THE LIMITATIONS MAY NOT APPLY TO CUSTOMER. IN THESE JURISDICTIONS, EACH PARTY'S LIABILITY WILL BE LIMITED TO THE GREATEST EXTENT PERMITTED BY LAW.
FOR THE TRIAL PLAN ONLY: IN NO EVENT WILL NUMWORK'S AGGREGATE LIABILITY ARISING OUT OF OR RELATED TO THESE TERMS (WHETHER IN CONTRACT OR TORT OR UNDER ANY OTHER THEORY OF LIABILITY) EXCEED ONE HUNDRED DOLLARS ($100).
FOR STARTER OR ENTERPRISE PLANS ONLY: EXCEPT FOR THE PARTIES' INDEMNIFICATION OBLIGATIONS, BREACHES OF CONFIDENTIALITY HEREUNDER, A PARTY'S GROSS NEGLIGENCE OR WILLFUL MISCONDUCT, OR FOR CUSTOMER'S BREACH OF SECTIONS 7 (PROHIBITED ACTIVITIES) AND 9 (INTELLECTUAL PROPERTY), IN NO EVENT SHALL EITHER PARTY, NOR ITS DIRECTORS, EMPLOYEES, AGENTS, PARTNERS, SUPPLIERS, OR CONTENT PROVIDERS, BE LIABLE FOR ANY DIRECT DAMAGES IN EXCESS OF (IN THE AGGREGATE) THE FEES ACTUALLY PAID BY CUSTOMER TO NUMWORKS HEREUNDER IN THE TWELVE (12) MONTHS PRIOR TO THE EVENT GIVING RISE TO A CLAIM HEREUNDER ("GENERAL LIABILITY CAP").
WITH RESPECT TO INDEMNIFICATION OBLIGATIONS OR BREACHES OF CONFIDENTIALITY HEREUNDER, NUMWORKS' AGGREGATE LIABILITY (FOR DAMAGES OR OTHERWISE) SHALL IN NO EVENT EXCEED THREE TIMES (3X) THE FEES ACTUALLY PAID BY CUSTOMER TO NUMWORKS HEREUNDER IN THE TWELVE (12) MONTHS PRIOR TO THE APPLICABLE EVENT ("SUPER CAP"). THE FOREGOING LIMITATIONS APPLY TO THE PARTIES EVEN IF THEY HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES OR LIABILITY. FOR CLARITY, THE GENERAL LIABILITY CAP AND THE SUPER CAP SHALL NOT BE DEEMED TO BE CUMULATIVE, AND NUMWORKS SHALL NOT BE LIABLE FOR THE SAME EVENT UNDER BOTH THE GENERAL LIABILITY CAP AND THE SUPER CAP.
FOR TRIAL PLANS: Customer shall defend, indemnify, and hold harmless NumWorks and its affiliates, and each of their respective officers, directors, employees, and agents (collectively, the "NumWorks Indemnitees") from and against any and all claims, demands, actions, proceedings, damages, losses, liabilities, costs, and expenses (including reasonable attorneys' fees) arising out of or relating to: (a) Customer's access to or use of the Services, including any outputs generated through the API; (b) Customer's Applications or any products, services, or systems developed, operated, or offered by Customer that integrate with or rely on the Services; (c) Customer Data, including, but not limited to, allegations that Customer Data infringes, misappropriates, or violates any intellectual property, privacy, data protection, or other rights of a third party; (d) Customer's violation of these Terms, the Documentation, or applicable Laws; or (e) any unauthorized access to or use of the API through Customer's Account or API Keys, whether or not caused by Customer.
NumWorks shall have the right, at its option, to assume exclusive control of the defense and settlement of any indemnified claim, and Customer shall provide reasonable cooperation at Customer's expense. Customer shall not settle any claim in a manner that admits liability or imposes any obligation on NumWorks without NumWorks' prior written consent.
This indemnification obligation shall survive expiration or termination of the agreement, Trial Plan, or these Terms, and, to the maximum extent permitted by applicable law, is not subject to any limitation of liability set forth herein.
FOR STARTER OR ENTERPRISE PLANS ONLY: Each party ("Indemnitor") shall defend, indemnify, and hold harmless the other party, its affiliates and each of its and its affiliates' employees, contractors, officers, directors, suppliers, agents, and representatives (collectively, the "Indemnitee") from all liabilities, claims, and expenses paid or payable to an unaffiliated third party (including reasonable attorneys' fees) ("Losses"), that arise from or relate to any claim that (i) the Customer Data or Customer's use of the Services (in the case of Customer as Indemnitor), or (ii) the Services (in the case of NumWorks as Indemnitor), infringe, violate, or misappropriate any third party intellectual property or proprietary right. In the event of any such claim for which NumWorks is the Indemnitor, NumWorks may, at its option and expense, (i) procure the right for Customer to continue using the Services, (ii) modify or replace the Services to make them non-infringing, or (iii) terminate the affected Services and refund any prepaid fees for the unused portion of the then-current term. Each Indemnitor's indemnification obligations hereunder shall be conditioned upon the Indemnitee providing the Indemnitor with: (x) prompt written notice of any claim (provided that a failure to provide such notice shall only relieve the Indemnitor of its indemnity obligations if the Indemnitor is materially prejudiced by such failure); (y) the option to assume sole control over the defense and settlement of any claim (provided that the Indemnitee may participate in such defense and settlement at its own expense); and (z) reasonable information and assistance in connection with such defense and settlement (at the Indemnitor's expense). The foregoing obligations of NumWorks do not apply with respect to the Services or any information, technology, materials or data (or any portions or components of the foregoing) to the extent (a) not created or provided by NumWorks (including without limitation any Customer Data or Material), (b) made in whole or in part in accordance with Customer specifications, (c) modified by anyone after delivery by NumWorks, (d) combined with other products, processes, or materials not provided by NumWorks (where the alleged Losses arise from or relate to such combination), (e) where Customer continues allegedly infringing activity after being notified thereof or after being informed of modifications that would have avoided the alleged infringement, or (f) Customer's use of the Services is not strictly in accordance with the Terms.
Trial Plan. For Trial Plans, either party may terminate these Terms and the Trial Plan, with or without reason, upon written notice of termination.
Starter or Enterprise Plan. If Customer is using the Services pursuant to the Starter or Enterprise Plans, the initial term and renewal terms will be described in the applicable self-service pathway or Enterprise Addendum, as applicable.
Termination for Cause. A party may terminate this Agreement for cause (i) upon thirty (30) days' written notice to the other party for a material breach if such breach remains uncured at the expiration of such period, or (ii) immediately upon written notice if the other party becomes the subject of a petition in bankruptcy or any other proceeding relating to insolvency, receivership, liquidation, or assignment for the benefit of creditors.
Effects of Termination. Upon termination of these Terms or Plans, the licenses granted hereunder shall immediately and automatically terminate, and Customer shall promptly delete any copies of the Software under Customer's control, and shall, upon NumWorks' request, provide proof of such deletion or destruction.
From time to time during the Term, either party (the "Disclosing Party") may disclose or make available to the other party (the "Receiving Party") certain nonpublic information regarding its business, in any form, that is designated as confidential or that should reasonably be understood to be confidential given the nature and circumstance surrounding the disclosure, including, but not limited to, information regarding source code features, functionality, and performance of the Services, API, or Documentation (collectively, "Confidential Information"). Confidential Information excludes information that: (i) was in the public domain at the time it was disclosed or has become in the public domain through no fault of the Receiving Party; (ii) was known by the Receiving Party, without restriction, at the time of disclosure, as demonstrated by files in existence at the time of disclosure; (iii) was independently developed by the Receiving Party without any use of Confidential Information of the Disclosing Party; or (iv) becomes known to the Receiving Party, without restriction, from a source other than the Disclosing Party. The Receiving Party shall not: (i) disclose any Confidential Information to any third party, except as otherwise expressly permitted herein; (ii) make any use of Confidential Information except: (a) to exercise its rights and perform its obligations under this Agreement; or (b) as expressly permitted under these Terms or agreement; or (iii) make Confidential Information available to any of its employees or consultants except those that have agreed to obligations of confidentiality at least as restrictive as those set forth herein and have a "need to know" such Confidential Information (and the Receiving Party will be responsible for any breach by its employees or consultants of such obligations). The Receiving Party may disclose the other party's Confidential Information to the extent such disclosure is required by order or requirement of a court, administrative agency, or other governmental body, but only if the Receiving Party provides prompt written notice thereof (unless such notice is prohibited by law) to the Disclosing Party to enable the Disclosing Party to seek a protective order or otherwise prevent or restrict such disclosure. The Receiving Party shall protect Confidential Information using at least the same degree of care it uses to protect its own confidential information of like kind (but not less than reasonable care) for five (5) years after receipt thereof, unless such obligation ceases earlier pursuant to this Section or for so long as such Confidential Information may remain a trade secret, whichever longer.
Customer may, from time to time, provide suggestions, ideas, enhancement or feature requests or other feedback, including potential errors and improvements to NumWorks with respect to NumWorks' products, services, or related documentation (collectively, "Feedback"). Customer agrees that all Feedback is and shall be given by Customer entirely voluntarily. NumWorks shall be free to use, disclose, reproduce, license, or otherwise distribute and exploit the Feedback in its sole discretion, without restriction or obligation of any kind or nature. To the extent permitted by applicable law, Customer hereby irrevocably assigns to NumWorks all right, title, and interest in and to the Feedback, and waive any moral rights therein.
With respect to this Agreement, each party will comply with all applicable federal, state and local laws, statutes, international regulations and ordinances affecting or relating to its respective activities under these Terms (collectively, "Applicable Law"), including, without limitation, privacy and data protection, international communication and transmission of technical or personal data. Each party will implement appropriate technical and organizational measures to ensure a level of security appropriate to processing personal data, including, as appropriate, the measures required under Applicable Law. In assessing the appropriate level of security, each party will take account of the circumstances and risks associated with such processing, in particular with respect to any potential data breach.
Choice of Law and Arbitration. These Terms shall be governed by, and construed in accordance with, the laws of the State of New York, without regard to its choice of law provisions or conflicts of laws principles. Except as expressly provided below, any dispute, claim, or controversy arising out of or relating to these Terms, the Services, or the relationship between the parties shall be resolved by mandatory, binding arbitration conducted in New York, New York, before a single arbitrator, in accordance with the American Arbitration Association's ("AAA") Commercial Arbitration Rules then in effect, or such other procedures as the parties may mutually agree. The arbitration shall be conducted in English and shall be concluded within one hundred days (120) days after the appointment of the arbitrator, unless otherwise agreed by the parties. The arbitrator's award shall be final, binding, and non-appealable, and judgment on the award may be entered and enforced in any court of competent jurisdiction. Each party agrees to abide by and perform any award rendered by the arbitrator. Notwithstanding the foregoing, either party may seek temporary restraining orders, preliminary injunctive relief, or other equitable relief in any court of competent jurisdiction to prevent or address the actual or threatened infringement, misappropriation, or violation of its intellectual property rights, prior to or during the arbitration. Seeking such relief shall not be deemed a waiver of the obligation to arbitrate all other disputes under these Terms.
Remedies. Customer acknowledges that breach of these Terms may cause NumWorks irreparable harm, the extent of which would be difficult to ascertain. Customer agrees that, in addition to any other remedies to which NumWorks may be legally entitled, NumWorks has the right to seek immediate injunctive relief in the event of Customer's breach of these Terms.
Force Majeure. Neither party shall have any liability for any failure to perform its obligations under these Terms if such failure arises out of causes beyond its reasonable control ("Force Majeure Event"), including acts of God or the public enemy, acts of terrorism, acts of civil or military authority, fires, floods, storms, pandemics or epidemics, earthquakes or other inclement weather, accidents, explosions, sabotage, strikes, lockouts or other labor disturbances, national emergency, commotion, unavailability or interruption of energy sources, riots or war.
Relationship of Parties. The parties are independent contractors, and no agency, employment, partnership, fiduciary, or joint venture relationship is intended or created by these Terms. Neither party (nor any agent or employee of that party) is the representative of the other party for any purpose and neither party has the power or authority as agent, employee, or in any other capacity to represent, act for, bind, or otherwise create or assume any obligation on behalf of the other party for any purpose whatsoever. No third party will be deemed as a third party beneficiary to these Terms or any provision herein.
No Waiver. The failure of either party to enforce at any time the provisions of these Terms shall not be, or deemed to be, a present or future waiver of such provisions, nor in any way affect the ability of either party to enforce each and every such provision thereafter.
Severability. If any provision of these Terms is held invalid, illegal, or unenforceable at law, such provision shall be enforced to the maximum extent permissible under applicable law, and, to the extent necessary, shall be deemed modified or limited so as to render it valid and enforceable, and only if such modification or limitation is not possible shall such provision be deemed severed from these Terms. The remainder of these Terms shall continue in full force and effect.
Survival. Any provision herein which, either by its terms or to give effect to its meaning, should survive the cancellation, expiration, or termination of these Terms shall survive.
Assignment. Customer may not assign or transfer these Terms, or any of Customer's rights or obligations hereunder, without our prior written consent, except that Customer may assign these Terms in connection with a merger, acquisition, corporate reorganization, or sale of all or substantially all of its assets, provided that the assignee agrees in writing to be bound by these Terms and Customer discloses the identity of assignee to NumWorks within ten (10) calendar days from such transaction. Any attempted assignment or transfer in derogation of the foregoing shall be null and void. We reserve the right to assign these Terms in whole or in part to any third party without prior consent or authorization from you and without notice to you, including in connection with a merger, sale of assets, or change of control. No permitted assignment shall relieve either party of responsibility for the performance of any obligations of such party accrued prior to said assignment.
Export Control and Economic Sanctions Compliance. Customer represents and warrants that Customer is not named on any U.S. government list of prohibited or restricted parties, nor is he owned or controlled by or acting on behalf of any such parties. Customer agrees that Customer will not access or use our APIs or the Service in any manner that would cause any party to violate any U.S. or international embargoes, economic sanctions, or export controls laws or regulations.
Non-Exclusivity. Nothing in these Terms is intended to create, nor shall it be construed as creating, any exclusive arrangement between the parties. The Terms shall not restrict either party from entering into similar arrangements with others, provided that such party does not breach its obligations under these Terms.
Notices. All notices and other communications required or permitted under these Terms shall be in writing and (a) delivered personally, (b) mailed via an internationally recognized overnight courier, or (c) via email correspondence (with confirmed receipt), to the applicable party at the addresses set forth below, unless, by notice, a party changes or supplements the addressee and addresses for giving notice. All notices shall be deemed given on the date personally delivered, on the date of delivery by an internationally recognized overnight courier, or upon email confirmation of delivery.
To NumWorks:
NumWorks Inc
Address: 1100 Crescent Green Dr #120 Cary NC27518
Email: partnerships@numworks.com
To Customer:
To the contact listed on either through the self-service pathway or on the
Enterprise Addendum.
Entire Agreement. This Agreement constitutes the entire agreement between the parties and supersedes any prior or inconsistent agreements, negotiations, representations and promises, written or oral with respect to the subject matter hereof.
Publicity. Customer agrees that NumWorks may publicly name Customer as a NumWorks' client (including in written documentation and marketing materials) and may use Customer's marks in connection therewith. On a case-by-case basis, and as agreed by both parties, Customer agrees to participate in press opportunities, testimonials, panels, case study development, and other activities from time to time.