As of: Apr 10, 2024
Company NUMIND TECHNOLOGY INC., a corporation incorporated and registered under the laws of the State of Delaware under number 6830071, and having its registered office located at 1209 Orange Street, Wilmington, New Castle, 19801 DE (hereinafter "NUMIND"), operates the NuMind software (the "Software").
The purpose of these General Terms and Conditions of Use and Sale (hereinafter the "Terms") is to define the terms and conditions of use and of licence (the "Licence") of the Software applicable to the client (the "Client").
NUMIND is a software designed to create personalised NLP (natural language processing) models.
The Client and its users (the "Users") may use the Software following its installation. The Software may be used on MacOs, Windows and Linux systems and all other operating systems, current or future, as specified by NUMIND. In the context of remote access to certain APIs, both for the purpose of training the Software and its updates and support where appropriate, it is necessary to have Internet access and the equipment necessary for such access.
In order to become a Client under the terms hereof, the Client must be a professional or act in the context of its usual and principal professional activity.
If the Client is a legal entity, the applicant hereunder, who accepts these Terms in the name and on behalf of the Client, declares and warrants that he/she is duly authorised for such and has the capacity to bind the Client to these Terms.
The Client guarantees and ensures compliance with the conditions of use of the Software by its Users.
The Client remains fully liable towards NUMIND for the use of the Software by all its Users.
The Client expressly acknowledges that it is solely responsible for the processing of all data transferred, communicated or processed by the Client and by its Users on or through the Software as part of its use (the "Client Data").
With regards to the subscriptions offered by NUMIND and subscribed by the Client, the Software is subject to change and NUMIND may provide updates and modify or delete features and offer additional or new services, which shall be integrated to the Software, and which may be subject to additional, separate or supplementary terms, conditions or policies of use. The terms of the offered subscriptions (the "Subscriptions") are defined on the NUMIND website (the "NUMIND Site"), which can be accessed at the following URL address: numind.ai, or by any other means specified by NUMIND.
The use of the Software for any purpose whatsoever implies full and unreserved acceptance by the Client of these Terms in their latest version, and expressly excludes all other previous conditions or conditions such as any general terms and conditions of purchase established up by the Client or any document issued by the Client.
In any event, in case of any contradiction between the provisions of the Terms and any general conditions of purchase or any other general or special conditions of the Client, the terms hereof shall prevail.
If any provisions of the Terms were found to be illegal, invalid or inapplicable for any reason whatsoever, the provisions in question shall be deemed unwritten, and such without affecting the validity of the other provisions, which shall continue to apply.
Failure by NUMIND to take immediate action with respect to acts of the Client shall not constitute a waiver of NUMIND’s remedy or right to take judicial or other appropriate measures, nor shall it constitute waiver of such action in the future.
"Agreement": Refers to the Agreement between the Client and NUMIND, subject to the terms and conditions defined herein.
"Client": Refers to NUMIND's co-contracting party hereunder, acting in a professional capacity.
"Client Data": Refers to the information, documents, exchanges and any other elements communicated or processed by the Client and/or Users on or through the Software, and the results generated in relation to the Software's NLP functions.
"Device": Refers to any computer hardware with an internal storage capable of running the Software.
"Licence": Refers to the licence to use the Software granted to the Client under the terms hereof.
"NUMIND": Refers to NUMIND TECHNOLOGY INC., a corporation incorporated and registered under the laws of the State of Delaware under number 6830071, and having its registered office located at 1209 Orange Street, Wilmington, New Castle, 19801 DE.
"Personal Data": Means any information to which NUMIND has access as a result of its business relationship with the Client and relating to an identified or identifiable natural person within the meaning of applicable laws relating to the protection of personal data, and including but not limited to, where applicable the California Consumer Privacy Act (“CCPA”) and the EU General Data Protection Regulation 2016/679 (“GDPR”).
"Quotation": Refers to the quotation which may be provided by NUMIND and accepted by the Client for specific services and functionalities relating to the Software and implemented by NUMIND according to the terms agreed between the Parties. The terms of the said Quotation shall then form part of the Agreement and shall take precedence over the provisions of these Terms in the event of contradiction between them.
"Site": Refers to the NUMIND website accessible at numind.ai.
"Software": Refers to the NuMind software, operated by NUMIND.
"Subscription": Refers to the different Subscriptions proposed by NUMIND and subscribed to by the Client in accordance with the terms hereof.
"Terms": Refers to these General Terms and Conditions of Use and Sale of the Software applicable to the Clients.
"User": Refers to any person authorised to use the Software by the Client in accordance with the provisions hereof, regardless of the rights granted to such person. It is understood that the User is an employee, agent or representative of the Client, or a third-party user or member of a third-party entity, acting and using the Software under the Client's responsibility.
Under the terms and conditions of these Terms, NUMIND grants to the Client and its Users the non-exclusive and non-transferable right to use the Software under the conditions defined below.
The Software is made available through download in accordance with the procedures communicated by NUMIND under the terms of the order, the Subscription terms or the NUMIND Quotation.
The Software is not sold, but licensed. Under the terms of the Licence defined in these Terms, NUMIND grants to the Client the right to install and run a single copy of the Software per Device and per User, in accordance with the terms hereof.
Subscriptions are purchased under the terms of Article 8 (Financial conditions).
The installation of the Software shall be carried out by the Client under its own responsibility, in accordance with the installation instructions provided by NUMIND.
This Licence is granted to the Client under the following conditions:
This Licence is granted for the personal and exclusive use of the Client and its designated Users. The Client formally refrains from allowing any third party to access and use the Software.
Licences and Subscriptions are nominative, per User and Device. Any change of User and/or Device within this framework requires the prior information and prior agreement from NUMIND with a view to its installation and use, in accordance with the terms and conditions specified by NUMIND.
It is specified that without Subscription, the Software is provided with limited functionality as defined and communicated by NUMIND.
NUMIND offers different Subscriptions, as defined below.
It is understood that the different proposed Subscriptions are subject to change, and NUMIND may offer different, additional or distinct Subscriptions, which may be subject to additional, distinct or supplementary conditions.
The NuMind SOLO offer is subscribed to on a monthly or annual basis, unless otherwise specified.
It allows the Software to be used, the selected Model(s) and Client Data to be exported, and the Software to be updated in accordance with the terms hereof.
The NuMind TEAM offer is subscribed to on a monthly or annual basis, unless otherwise specified.
It allows the Software to be used collaboratively, the selected Model(s) and Client Data to be exported, and the Software to be updated in accordance with the terms hereof.
The NuMind CUSTOM ENTERPRISE Offer is subject to a Quotation.
In accordance with the terms of the corresponding NUMIND Quotation, it is the subject to specific developments and adaptations of the Software in accordance with the specifications agreed by the Parties. A separate agreement may also be entered into by the Parties to this purpose.
The Client undertakes not to:
The Client guarantees and ensures that its Users comply with these undertakings.
The Software is installed locally on the Device of each User. In order to use the Software and to learn a customised model according to the Client's specific needs, the Client shall be able to select, download and use the various models offered by NUMIND (the "Foundation Models" or "Models") and import all the necessary Client Data for this purpose. The various Models offered, without prejudice to the use or supply of software or any open-source code provided by any third party, are and remain the exclusive property of NUMIND.
NUMIND may offer updates and support services.
With regards to Subscriptions, the Client shall have the option of putting the model into production once the training of the Model has been completed.
In the context of the Subscriptions, the use of the Software is subject to the creation of User accounts.
In any case, future Users shall be required, under the responsibility of the Client, to create their accounts in accordance with the terms and conditions defined by NUMIND. To do this, they shall need to provide all the information requested by NUMIND using the form(s) provided for this purpose. Failure to provide any mandatory information shall prevent the creation of any account.
Users shall, and the Client guarantees and ensures compliance with this obligation:
a) provide true, accurate, current and complete information regarding the information as requested during the registration process; and
b) maintain and promptly update all information concerning them in order to keep them true, accurate, up-to-date and complete.
NUMIND reserves the right to update the list of information required to create and maintain User accounts and access at any time.
If the Client and/or its Users provide false, inappropriate, outdated or incomplete information, or if NUMIND has reasonable grounds to suspect that such information is false, inappropriate, outdated or incomplete, NUMIND reserves the right to remove any User, as well as to terminate the Licence under the conditions defined herein.
It is the responsibility of Clients and Users to ensure that their personal details enabling them to create their accounts are accurate and complete and to select a strong and secure password.
As NUMIND does not have the means to verify the identity or status of Clients and Users, it may not be held responsible for identity theft in the event of fraudulent registration. In any event, any person who notices that his or her identity has been misused must immediately contact NUMIND at the following address: support@numind.ai, to enable NUMIND to carry out the appropriate investigations and actions.
Access to User accounts is strictly personal and non-transferable. As such, any use of a User login and password implies presumption of connection. The Client and its Users are therefore solely responsible for the use of their login and password, for any information that may be transmitted on the Software and for any use of the Software.
Clients and Users alone shall ensure the confidentiality of these elements. Under no circumstances may these passwords be shared or communicated to third parties. Under no circumstances shall NUMIND be held responsible for the loss of an identifier and/or password.
If the confidentiality of a password is compromised, it is the Client's responsibility to change their password as soon as possible from the User account. The Client also undertakes to inform NUMIND as soon as possible so that a new password can be issued if necessary. The Client remains responsible to NUMIND for the use of User accounts until it has informed NUMIND of the risk of confidentiality being compromised.
Any additional or separate services, and in particular any consultancy services, shall be the subject to a separate Quotation and agreement, which shall be subject to additional, separate or supplementary terms and conditions, as the case may be.
The Licence is granted for the entire duration of the intellectual property rights attached to the Software.
Except in the case of a specific agreement or Quotation or any other specific conditions agreed with the Client, the Client may subscribe to Licences corresponding, for each Licence, to a paid Subscription valid for each individual User and Device and for the periods proposed and agreed.
Subscriptions shall be automatically renewed under the conditions defined above unless the Client provides notice of termination before the anniversary date of the subscription or NUMIND provides notice of termination under the terms of Article 13.2.
It is also understood that a minimum Subscription period may be taken out in accordance with the conditions selected and agreed at the time of the order.
It is reminded that NuMind SOLO and NuMind TEAM Subscriptions are, unless otherwise stated, subscribed to on a monthly or annual basis. The duration of the CUSTOM ENTERPRISE Subscriptions is defined in the Quotation and/or the agreement or specific conditions agreed between the Parties.
The Client may benefit from a free Subscription trial period for the duration and under the conditions specified by NUMIND at the time of subscription.
The functionalities of the Software offered during the said trial period are defined and provided by NUMIND.
Prior to the expiry date of the trial period, the Client shall be notified of an invitation to subscribe to a Subscription for the period specified by NUMIND.
The terms and conditions of these Terms shall in any event remain at all times applicable.
The terms and conditions and applicable rates relating to Subscriptions are provided by NUMIND and are accessible on the Site or by any other means specified by NUMIND.
Upon acceptance to these Terms and confirmation of the subscribed Subscription(s), the Agreement is validly executed between NUMIND and the Client.
The prices of the agreed Subscriptions are those in force on the day they are taken out. They are provided in USD and calculated exclusive of tax. Consequently, if applicable, they shall be increased by the rate of VAT and/or any other tax and/or charges applicable on the date of acceptance of the subscription.
NUMIND reserves the right to modify its prices at any time, subject to informing the Client at least one (1) month. Unless the Client refuses, the modifications shall come into force and shall be deemed to have been accepted by the Client.
Prices may be modified in the event of legislative and/or regulatory changes likely to lead to price variations, such as: modification of the applicable VAT rate, introduction of new taxes, modification of an existing tax, etc...
The prices quoted include any discounts and rebates that NUMIND may grant.
NUMIND's invoices are payable, without discount, upon receipt.
NUMIND’s invoices are issued in USD.
Invoices are payable by bank transfer, the bank details being provided by NUMIND, or by credit card (Visa, MasterCard) in accordance with the terms and conditions provided by the payment service provider(s) designated by NUMIND.
For all types of payment offered, current or future, NUMIND uses one or more secure payment systems in order to guarantee the security and confidentiality of the Client's personal and banking information.
It is understood that the payment of certain Subscriptions, according to specific agreements between the Parties, in particular following NUMIND's Quotation, and/or specific offers proposed by NUMIND, may give rise to the payment of an advance payment, the corresponding amount being defined at the time of the order.
The balance of the price is payable on the date defined at the time of the order and/or communicated by NUMIND.
Except in cases of force majeure, any cancellation of the order by the Client shall not give rise to reimbursement of the advance payment.
It is understood that, except in the case of specific conditions agreed between the Parties in accordance with the terms set out above, all Subscriptions are payable in full in cash when they are validated or renewed.
The Client must pay the total amount of each invoice, including all taxes mentioned on the invoice, without being able to set off any sums owed or claimed to be owed by NUMIND. Payment terms are defined by NUMIND and are subject to change.
The Client agrees to pay all taxes, government fees, transfer fees and exchange fees applicable to all payments made.
The Client undertakes to pay all invoices upon receipt without deduction. Penalties for late payment equal to twenty (20) percent of the late amount, are due as of right on the day following the payment date stated on the invoice, without the need for a reminder. This penalty is calculated on the amount due, inclusive of tax, and runs from the due date of the price without the need for any prior formal notice, without prejudice to NUMIND’s other rights and remedies.
In the event of non-payment, NUMIND reserves the right to suspend access to all or part of the Software, in whole or in part, and/or to terminate the Agreement between NUMIND and the Client as of right and without any further formalities needed to be undertaken.
If an invoice is disputed, payment of the disputed invoice remains due. If the dispute is accepted, a credit note shall be provided to the Client without undue delay.
The Client shall fulfil its payment obligations and accepts that NUMIND retains its payment information in accordance with the applicable legal conditions and deadlines.
Any failure to pay shall result automatically in the termination of the Agreement.
The Client also accepts the following:
Any other service provided by NUMIND is subject to the prior agreement of NUMIND and a separate written Quotation accepted in advance by the Client.
The Client undertakes to respect the proprietary notices appearing on the Software, supports or documentation.
The Client may not translate, adapt, arrange or modify the Software, export it or merge it with other software.
As part of the services provided in particular under the Subscriptions, NUMIND expressly reserves the exclusive right to intervene on the Software to enable it to be used in accordance with its intended purpose and in particular to correct errors. The Client therefore formally refrains from intervening or having a third party intervene on the Software.
It is understood that NUMIND may use for certain parts of the Software open-source code or open-source software published, provided or made available by third parties. NUMIND does not own any proprietary rights to such third-party open-source code and/or software and makes no warranty, express or implied, regarding such open-source code. Open source and third-party elements are communicated by NUMIND.
Without prejudice to the foregoing, NUMIND is the holder of all intellectual property relating to the Software, including source and object codes, as well as any trademarks, logos, and/or any other distinctive sign, company name, sign, drawings, models, samples, brochures, materials, prototypes, documents, projects, memos, plans, studies, descriptions, consultations, opinions, conclusions or other procedural acts, methods, processes, techniques, developments, designs, techniques, and know-how, documents, electronic mechanisms and systems, and other similar items, without this list being limitative.
The Client agrees never to infringe NUMIND's property rights.
The Client undertakes not to reproduce, represent, distribute, adapt and/or modify, in any way and for any reason whatsoever, even partially, these elements without NUMIND's express, written and prior approval.
The Client is also prohibited from distributing, marketing, exploiting and more generally making available or granting the use of the aforementioned elements to third parties without the express written consent of NUMIND.
Any unauthorised use of the Software or of any of the elements it contains shall be considered to constitute an infringement and shall be liable to prosecution in accordance with the applicable provisions of the French Intellectual Property Code.
In general, the authorisation of use provided for herein shall not entail any assignment of rights or guarantee, whatever the title, for the benefit of the Client or any third party. For the avoidance of doubt, the rights granted hereunder do not constitute, under any applicable law, an assignment of rights, and may not be assigned.
The Software, as well as all interfaces and applications developed by NUMIND, current and future, on all operating systems and platforms present and future, as well as all trademarks, present or future, and elements related thereto, including all logos, drawings, images, photographs, illustrations and all other elements and associated rights remain or shall remain the exclusive property of NUMIND.
The present Terms do not grant the Client and its Users the right to use the NUMIND name, nor the trademarks, logos, domain names and other distinctive attributes of NUMIND.
The content and data (other than Client Data) included in or accessible on and/or through the Software, in particular any text, graphic, logo, name, brand, designation, tab, functionality, image, sound, data, photograph, graph, database, interface, web page model, widget, source and object codes, computer code, application, audio, music, video and other media, design, animation, method, algorithm, invention, patent, trade secret and other content, whether or not registered and/or patentable, any derivative work of the foregoing, and any other software, shall remain the exclusive property of NUMIND.
These elements may not be downloaded, copied, altered, modified, deleted, distributed, transmitted, broadcast, sold, rented, licensed, or exploited (in whole or in part) in any way whatsoever, without the express written consent of NUMIND. The Client agrees not to use or exploit these elements for purposes other than those set out herein. In addition, except in the case of mandatory legal provisions, the Client is not authorised to modify, improve, edit, translate, decompile, disassemble or create one or more derivative works from the Solution (in whole or in part), or unless this possibility has been expressly granted by NUMIND, in the context of a distinct agreement.
The Client guarantees and ensures that its Users shall comply with these terms.
NUMIND expressly reserves the exclusive right to intervene on the Software to enable it to be used in accordance with its intended purpose and in particular to correct errors.
Without prejudice to the Client's rights in relation to Client Data, the Client acknowledges that NUMIND has no obligation of exclusivity. Consequently, NUMIND may freely provide its services and the Software to other Clients, including competitors of the Client.
All intellectual property rights relating to the content and Client Data, including all images, animations, videos, audio files, sounds, fonts, logos, illustrations, works, solutions, texts and any other content created and/or communicated by the Client, as well as all results obtained through the use of the Software and in particular customised models trained by the Client, are and shall remain the property of the Client.
The Client declares and guarantees that it has all the rights and authorisations necessary to use the Client Data in the context of its use of the Software and that it may, where applicable, freely grant a licence under the terms set out above to NUMIND and its subcontractors, in particular in view of the provision by NUMIND of its support and updating services of the Software and its Models in the context of the provision of the services relating to Subscription.
The Client where appropriate grants to NUMIND and its subcontractors a non-exclusive, worldwide, free and non-transferable licence to host, cache, copy and display such Client Data solely for the purposes of NUMIND's services and exclusively in association with or in connection with such services.
This licence shall terminate automatically upon termination of the contractual relationship between the Parties, unless it is necessary to continue hosting and processing Client Data.
It is also specified that NUMIND may collect data relating to the use of the Software in order to improve the Software, the services provided by NUMIND, and the resolution of problems, according to the terms and conditions communicated and defined by NUMIND. For Subscriptions, the prior consent of the Client is required. This collection is mandatory for Licences without Subscription. All data collected and processed within this framework are in any case anonymised.
It is specified that the Software and all related data, including Client Data where applicable, are hosted and stored with NUMIND’s supplier: OVH.
The Client acknowledges that it is responsible to NUMIND for all content and Client Data that the Client and its Users import onto the Software and represents and warrants that in creating, installing or downloading its Client Data as part of the use of the Software, it does not exceed any right that may have been granted to it on all or part of its Client Data and that it does not infringe the rights of third parties.
The Client is solely responsible for the communication and use of Data by its Users when using the Software. It is also solely responsible for the collection and processing of the Personal Data of its Users and any third parties where applicable in application of the Regulations Applicable to Personal Data (the "Applicable Regulations" as defined in Article 15 hereof). It is the sole responsibility of the Client to comply with the applicable legal and regulatory provisions, and in particular the Applicable Regulations, and to obtain any prior authorisations.
The Client agrees to indemnify NUMIND for any financial consequences that NUMIND may incur as a result of a breach by the Client of the aforementioned guarantees concerning its Data.
The Client shall ensure that when using the Software, it does not place Client Data that would require NUMIND to comply with specific laws or regulations other than those expressly provided for in the Agreement.
For the avoidance of doubt, all Client Data is stored locally by the Client and its Users. When the Software is launched, the User can choose the NuMind Foundation Models to create its NLP model. The Client Data is then stored exclusively on the User's Device, i.e. locally.
However, for the sole purposes of the services provided remotely where applicable, and depending on the Models used by NUMIND and the corresponding APIs where applicable, NUMIND may also access them.
NUMIND's retention period for Data may not exceed legal retention period in accordance with the applicable law.
When the NuMind Software is launched, the User also has the option of choosing third-party Models. In the case of use of APIs and Third-Party Software depending on the Templates used, the Client shall have to tick the "Allow third-party" box after starting the Software in order to use and access them. It shall then be possible to share certain Client Data with the designated Third-Party Software(s). In this case, the Client shall be redirected to the platform(s) of the third-party supplier(s) or publisher(s) and it shall be the Client's sole responsibility to enter its corresponding key(s) and/or identifier(s) and/or password(s) via or on the said platform(s). In this case, NUMIND acts as an intermediary and the Client Data is exchanged via API with the third party. Client Data may be stored by such third party without NUMIND being held responsible in any way. NUMIND is not a party to the contractual relationship between the Client and said third party supplier(s) or publisher(s), and the use of such Third-Party Software is subject to the terms of use issued and defined by such third party(ies) in force at the time of use, over which NUMIND exercises no control. The choice to use Third Party Models is the sole responsibility of the Client and its User(s). The Client must ensure that it has all the rights and authorisations required for their use, and consequently declares to NUMIND and guarantees that it holds said rights and authorisations for this purpose in the context of its use of the Software.
Unless it is prevented from doing so by the said requisition, NUMIND shall inform the Client without delay of the existence of the requisition and of the Data that has been transmitted.
NUMIND guarantees to the Client that it holds all rights to enter into the Agreement.
Subject to the terms of Article 9 pertaining to any software or open-source code that may be used, NUMIND declares that it is the holder of all intellectual property rights relating to the Software.
NUMIND guarantees in particular:
In this respect, NUMIND guarantees the Client against any action, claim, demand or opposition from any person invoking an intellectual property right or an act of unfair and/or parasitic competition, which may have been infringed by the performance of the Agreement.
For its part, the Client undertakes to immediately notify NUMIND of any infringement of the Software of which it is aware, NUMIND then being free to take any measures it deems appropriate.
In the event of a breach by either Party of any of its obligations, the Agreement and/or the Licence(s) may be terminated by the other Party to the detriment and grievance of the defaulting Party.
Therefore, in the event a Party gives notice of termination, by any means, and in particular by email or by registered letter with acknowledgement of receipt, for failure to comply with one of its obligations under this Agreement, the other Party shall have a period of fifteen (15) days as from the date of receipt of this formal notice, to definitively put an end to the alleged breach or default. If the breach or default is not definitively brought to an end within this period and the formal notice remains unsuccessful, the Agreement may be terminated as of right, to the detriment and grievance of the defaulting Party, by the other Party, without prejudice to any damages and interest to which it may be entitled as a result of this breach and any recourse relating to the breach(s) observed.
The exercise of this right of termination does not exempt the defaulting Party from fulfilling the obligations under the Agreement until the termination takes effect, without prejudice to any recourse that the other Party may have.
The formal notice must include a reference to this clause, as well as an indication of the aforementioned period within which the debtor Party must remedy the non-performance or poor performance of its obligation.
In the event of termination, all sums due by the Client to NUMIND for the use of the Software and the Licence(s) shall become immediately due and payable.
The Licence(s) shall be automatically terminated.
It is also understood that unless otherwise agreed, any Client Data shall be deleted within a period of thirty (30) days following the date of termination.
NUMIND shall have the right to terminate Subscriptions with immediate effect for any legitimate reason and at any time, by simple notification, by email or any other means, temporarily or permanently by deleting the account of the Client and/or its Users, and in particular in the event of a breach of any of the stipulations herein by the Client or any User, without prejudice to its rights to claim any damages.
In the event of termination of the Subscription(s) by the Client, by email or any other means, the Subscription(s) shall end on the Subscription expiry date and shall not be renewed. Consequently, and for the avoidance of doubt, no refund of any kind shall be made for the duration of the Subscription taken out, as the Subscription shall end at its term, with no renewal at the end of this term.
No reimbursement of the purchased Subscriptions shall be due for any reason whatsoever, and all sums under the subscribed Subscription(s) and remaining until their expiry date shall become immediately payable.
It is also understood that unless otherwise agreed, Client Data shall be deleted within a period of thirty (30) days following the date of termination of the Subscription.
The Client is solely responsible for the use and interpretation of the results provided as part of its use of the Software.
It is expressly acknowledged that due to the nature of the Software, which is based on an active, continuous and evolutionary learning model and also depending on the nature and quantity of the Client Data imported, as well as the information provided by the Client and its Users, NUMIND may not guarantee the results of the training of the Model and the Software.
The Parties further acknowledge that software may contain errors and that not all errors are economically rectifiable or that it is not always necessary to correct them. NUMIND therefore does not warrant that all defects or errors in the Software shall be corrected.
The Client uses the Software and the results obtained by its implementation under its exclusive responsibility, without any possible recourse against NUMIND. In particular, NUMIND may not be held responsible for any errors, whatever their cause, in the results obtained, which it is the responsibility of the Client and its Users to verify.
NUMIND shall not be held responsible for the accidental destruction of Client and User Data, the Client remaining solely responsible for the backup of Client Data.
It is also understood that NUMIND does not provide any advice or assistance, particularly of a legal, tax or accounting nature.
The responsibility of NUMIND concerning the provision of services and features of the Software is an obligation of means.
Being subject to an obligation of means, NUMIND shall not be liable for damages resulting from unavailability of services and features of the Software, or loss of data (including copies) that the Client or any User may suffer, or loss of turnover.
NUMIND shall in no way be held responsible for any harmful consequences that may arise from the use of Client Data provided by the Client and its Users.
NUMIND is not obliged to compensate for the damageable consequences of faults committed by the Client, Users or third parties in connection with the use of the Software.
In any event, except in the case of personal injury, fraud, gross negligence or wilful misconduct, NUMIND's potential financial liability, should it be determined, shall not exceed the sums paid by the Client under the terms of the Agreement, subject to payment by the Client, where applicable, of all due invoices.
NUMIND is not liable for any breakdowns or damage resulting from the contamination of the Client's computer system by viruses, attacks or malicious acts by third parties.
NUMIND shall not be held liable in any of the following cases, without this list being limitative:
The Client guarantees and ensures that all its Users shall comply with these Terms.
By providing any Client Data on the Software, either directly or through its Users, the Client is bound to comply with the legal and regulatory provisions in force and the provisions herein.
The Client is solely responsible for its Client Data.
Without prejudice to the foregoing, in the event of any abuse or violation of these terms and conditions, NUMIND reserves the right to take any appropriate action against any Client and/or User in order to preserve its rights.
The Parties undertake to comply with the rules in force relating to the protection of personal data (the "Personal Data") pursuant to the applicable regulations relating to the use or protection of personal data (the "Applicable Regulations"), and in particular on the date hereof the provisions of, where applicable, and including but not limited to, the California Consumer Privacy Act (“CCPA”) and the EU General Data Protection Regulation 2016/679 (“GDPR”).
Each Party certifies that it is insured with a solvent and reputable company and that it has subscribed to the necessary professional civil liability insurance policy covering the financial consequences of the civil liability that it may incur as a result of all the activities carried out during the term of the Agreement.
Each of the Parties undertakes to respect and ensure the respect of the confidentiality of information of any nature whatsoever, whether written or oral, transmitted by the other Party for the purposes of the performance of the Agreement or of which they may have become aware in the course of their commercial relations and which is identified as confidential (the "Confidential Information").
Consequently, the Parties undertake:
● to keep all Confidential Information strictly secret, and in particular never to disclose or communicate, in any way whatsoever, directly or indirectly, all or part of the Confidential Information, to anyone whatsoever, without the express prior written authorisation of the other Party;
● not to use all or part of the Confidential Information for any purpose or activity other than the performance of the Agreement;
● not to copy or imitate all or part of the Confidential Information without the prior written authorisation of the other Party;
● any information of a confidential nature shall only be communicated to a third party with the express prior written agreement of the issuing Party, except in the case of an imperative request from a competent public authority pursuant to a legislative or regulatory text.
The Parties guarantee compliance with this confidentiality undertaking by all their employees, officers and directors.
This confidentiality undertaking shall remain in force after the expiry or termination for any reason whatsoever of the Parties' contractual relationship for a period of one (1) year.
In any event, this obligation of confidentiality does not bind the Parties insofar as the Confidential Information:
However, each Party shall be entitled to disclose any Confidential Information to its insurers, auditors or lawyers, to administrative or judicial authorities, upon production of the decision of the authorities concerned or when required by law.
In addition, and subject to the above provisions, NUMIND is authorised by the Client under these terms and conditions to refer to the supply of the Software as a reference to its clients and prospects and to use the distinctive signs (brand, logo) of the Client for this purpose without this use giving rise to any additional remuneration other than that provided for herein. These elements shall only be used in strict compliance with the Client's image and reputation. The Client retains full control of its image and may provide NUMIND with any specific approval or refusal concerning the use of said elements within the framework of the present Terms.
In the event of termination of the Licence(s), for whatever reason, the Client is formally prohibited from making or retaining a copy thereof, in whole or in part, on pain of infringement.
In the event that NUMIND provides an API or access to software external to the NUMIND Software (the "Third-Party Software"), the Client and its Users must follow the relevant instructions of use provided by NUMIND. NUMIND reserves the right, at any time, to modify or discontinue, temporarily or permanently, access to all or part of any Third-Party Software with or without notice. Third-Party Software is subject to changes and modifications beyond the control of NUMIND, and the Client is solely responsible for its use and the use by its Users of Third-Party Software in connection with the use of the Software.
Any use by the Client of such Third-Party Software, and any exchange of data between the Client and the Third-Party Software, is the subject of the contractual relationship between the Client and the relevant supplier. NUMIND makes no warranty in respect of such Third-Party Software.
If the Client or its Users install, use or activate Third-Party Software in connection with the use of the Software, the Client authorises, if necessary, NUMIND to permit the provider of such Third-Party Software to access Client Data, solely to the extent necessary to provide its services and as required for the interoperability of such Third-Party Software with the Software. NUMIND shall not be responsible for any disclosure, modification or deletion of Client Data resulting from access by such Third-Party Software. The use of such Third-Party Software is subject to the terms of use issued by the publishers of such Third-Party Software, and the Client warrants that it is aware of and agrees to the access and use of the data made available to the Third-Party Software.
The Software may contain functionalities designed to interact with Third Party Software. To use these features, access to the Third-Party Software from their suppliers may be required, and the Client may be required to grant NUMIND access to the Client and/or User accounts on the Third-Party Software. If the supplier of the Third-Party Software ceases to make the Third-Party Software available for interoperability with the corresponding functionality of the Software, NUMIND may cease to provide such functionality without entitling the Client to any refund or other compensation of any kind or on any basis whatsoever.
The Client shall be responsible for the performance of the Agreement, and in particular shall refrain from assigning or transferring the rights hereunder.
In addition, it is expressly agreed that any changes that may occur in NUMIND's legal entity, such as, for example, mergers, demergers, takeovers, partial contributions of assets, assignments, transfers to a subsidiary and any other legal or commercial agreement with a third party, shall have no effect on the existence or performance of these terms and conditions.
Finally, it is understood that NUMIND may use the services of subcontractors.
The Agreement between the Parties represents the entirety of the commitments existing between the Parties. It replaces and supersedes any previous oral or written undertaking relating to the subject of the Agreement.
With regards to the Subscriptions, the services and functionalities of the Software may be updated or modified from time to time, at NUMIND's sole discretion.
These Terms are subject to change. NUMIND may offer additional services in the future which may be integrated into the NUMIND Software, and which may be subject to separate, supplementary and/or additional terms and conditions.
NUMIND has the right to modify these Terms and any other terms and conditions or policies relating to the use of NUMIND Software.
If NUMIND makes material changes to these Terms, the Client shall be notified in advance, and in any event at least fifteen (15) days prior to the changes affecting the rights or obligations of any party hereto are made to these Terms, via the Software, or by any other means, to give the Client an opportunity to review the changes before they take effect.
If the Client refuses to agree to the Terms, it may terminate its Subscription(s) under the terms of Article 13.2. The use of the Software remains subject to the terms and conditions of the Licence defined herein.
Neither Party shall be liable for any damages, additional costs or losses suffered by the other Party as a result of any failure or delay in performance due to Force Majeure.
Cases of force majeure are considered to be external, unforeseeable and irresistible events, and in particular events of declared or undeclared war, terrorism, general labour strikes, riots, epidemics, pandemics, quarantine, fire, exceptional floods, accidents or other events beyond the control of the Parties.
The foregoing provisions shall not be deemed a waiver of the obligation to comply with the obligations hereunder. As soon as the situation of Force Majeure ends, the Party who was unable to fulfil its obligations due to the occurrence of an event of Force Majeure shall promptly fulfil its obligations hereunder.
As these Terms may be available in different languages, in the event of any conflict or contradiction between the stipulations of the different versions of these Terms, the English version shall prevail.
The computerised registers kept in NUMIND's systems in compliance with the state of the art in terms of security shall be considered as proof of communications. Archiving is carried out on a medium that ensures the faithful and durable nature required by the legal provisions in force. It is agreed that in the event of a discrepancy between NUMIND's computerised records and the Client's paper or electronic documents, NUMIND's computerised records shall be deemed authentic.
These Terms and the Agreements are governed by the laws of the State of Massachusetts (MA).
In the event of a dispute between the Parties relating to the execution, performance, interpretation or termination of the Agreement, the Parties shall endeavour in good faith to find an amicable solution to the said dispute.
In the absence of an amicable solution, and subject to the public policy provisions applicable to jurisdiction, exclusive jurisdiction is granted to the competent courts of Massachusetts (MA).
For the performance of the present Agreement and its consequences, the Parties respectively elect domicile at their registered offices or at the addresses indicated by them.
Any change to the registered office or address of one of the parties shall only be enforceable against the other party eight calendar days after it has been duly notified.
