Terms of Use

1. Identification of the operator

The numerik.tv Services are operated by:

Numerik.Tv (9369-0964 Québec inc.)
234 du Grand-Royal Est
Shefford, Quebec J2M 1R5
Canada
Phone: 514 312-6489
General inquiries: info@numerik.tv
Technical support: support@numerik.tv

In these Terms, the terms “numerik.tv,” “Numerik,” “we,” “our,” and “us” refer to Numerik.Tv (9369-0964 Québec inc.).

2. Acceptance of the Terms

By accessing the Site, creating an account, using the Platform, installing a numerik.tv player, or using any of our Services, you acknowledge that you have read and understood these Terms and agree to be bound by them.

When you use the Services on behalf of a business, municipality, public body, institution, or other organization, you represent that you have the authority necessary to accept these Terms on behalf of that organization.

In such a case, the terms “Client” and “you” also refer to the organization concerned.

If you do not accept these Terms, you must not use the Services.

3. Definitions

For the purposes of these Terms:

“Client” means any individual or legal entity that has subscribed to the Services or on whose behalf a numerik.tv account is used.

“User” means any person authorized by the Client to access the Site, the client portal, the Platform, or any of the Services.

“Site” means the numerik.tv website, including its pages, subdomains, portals, and support areas.

“Platform” means the numerik.tv digital signage software solution, including its management interface, modules, applications, software players, and related tools.

“Services” means, collectively, the Site, the Platform, the applications, the software players, technical support, updates, integrations, professional services, and other services provided by Numerik.

“Player” means the software, device, mini-computer, or equipment used to receive and display content distributed through the Platform.

“Client Content” means, among other things, text, images, videos, documents, PDF files, messages, alerts, web pages, data feeds, external sources, visual identifiers, and other content transmitted, imported, configured, or distributed by the Client through the Services.

“Documentation” means the guides, tutorials, support articles, technical instructions, training videos, and other information made available to Users.

“Contractual Document” means, among other things, a quote, a purchase order, a service agreement, a service level agreement, or any other document accepted by Numerik and the Client.

4. Contractual documents and order of priority

These Terms may be supplemented by one or more Contractual Documents.

In the event of a conflict between the applicable documents, the following order of priority applies, unless otherwise agreed in writing:

1. the service agreement signed by the parties
2. the accepted purchase order or quote
3. the service level agreement or the personal information processing agreement
4. these Terms
5. the Documentation

The numerik.tv Privacy Policy supplements these Terms with respect to the collection, use, retention, protection, and disclosure of personal information.

5. Description of the Services

Numerik provides a digital signage platform that allows users to create, manage, schedule, distribute, and display content on screens, video walls, digital panels, interactive kiosks, and other compatible devices.

Depending on the licences, modules, and services subscribed to, the Platform may allow for, among other things:

• centralized management of multiple screens and locations
• creation and management of scenes or layouts
• scheduling of content by date, time, or calendar
• immediate publishing of content
• distribution of priority or urgent messages
• use of images, videos, documents, web pages, and data sources
• integration of third-party services, systems, or content
• management of Users and their access rights
• supervision of Players and equipment
• production of reports and usage data
• management of content from a mobile device
• use of specialized or custom-developed modules

The exact availability of features depends on the plan, licences, hardware, modules, integrations, and services associated with the Client’s account.

Numerik may evolve the Services to improve their security, stability, compatibility, performance, or user experience.

6. Eligibility and authority

To create an account or subscribe to the Services, you must have the legal capacity required to enter into a contract.

When you act on behalf of an organization, you represent and warrant:

• that you are authorized to act on behalf of that organization
• that the information provided to Numerik is accurate
• that the organization agrees to be bound by these Terms
• that you have the authority required to order the Services and authorize the related expenses

Numerik may request any information reasonably necessary to confirm the identity of a User, the existence of an organization, or the authority of an individual acting on its behalf.

7. Accounts and authorized Users

The Client must provide complete, accurate, and up-to-date information when creating and using its account.

The Client is responsible for:

• designating authorized Users
• assigning each User the appropriate access rights
• limiting administrative rights to individuals who genuinely need them
• promptly removing the access of an employee, supplier, or collaborator who is no longer authorized
• protecting the usernames, passwords, access keys, and devices used to access the Services
• enabling multi-factor authentication where it is offered or required
• activities carried out through its accounts, except where an activity directly results from a failure attributable to Numerik

A User’s credentials must not be shared among multiple individuals, except where a shared account type has been expressly authorized by Numerik.

The Client must notify us without delay of any unauthorized use, loss of credentials, account compromise, or suspicious activity at support@numerik.tv.

Numerik may temporarily block an account where unusual or potentially fraudulent activity is detected.

8. Licence to use

Subject to payment of the applicable fees and compliance with these Terms, Numerik grants the Client, for the duration of its subscription, a limited, non-exclusive, non-transferable, and revocable right to use the Services for its internal purposes.

This licence is limited to the number of licences, Players, screens, locations, accounts, and Users provided for in the applicable Contractual Documents.

No ownership right in the Platform, its source code, its components, or its methods of operation is transferred to the Client.

Unless authorized in writing by Numerik, it is in particular prohibited to:

• copy, reproduce, resell, lease, sublicense, or distribute the Platform
• provide access to the Platform to a person or organization not covered by the subscription
• circumvent a licence limit, security measure, or control mechanism
• reverse-engineer, disassemble, or decompile the Platform
• attempt to obtain the source code or internal methods of the Platform
• modify a Player managed by Numerik without authorization
• install unauthorized software on a Player provided or administered by Numerik
• use the Services to create or operate a directly competing product
• use the application programming interfaces, scripts, or automated functions other than as authorized by Numerik

9. Client Content

The Client retains its ownership rights in its Content.

In order to provide the Services, the Client grants Numerik a limited, non-exclusive, royalty-free licence to host, reproduce, convert, encode, cache, back up, transmit, and display the Client Content.

This licence is granted only to the extent necessary for the operation, support, protection, and improvement of the Services.

It ends when the Client Content is deleted from Numerik’s active systems, subject to temporary backup copies, legal retention obligations, and information that must be retained for security, billing, or dispute resolution purposes.

The Client represents and warrants:

1. that it holds the rights and authorizations necessary with respect to its Content
2. that its Content complies with applicable laws, regulations, contracts, copyright, trademarks, image rights, and privacy rights
3. that it has obtained the necessary consents before using or displaying information about an individual
4. that the information disclosed is accurate, up to date, and appropriate for the intended audience
5. that its Content does not infringe the rights of a third party

The Client acts as the publisher and distributor of its Content.

Numerik does not systematically verify the accuracy, legality, translation, accessibility, or relevance of content published by Clients.

Numerik may remove, block, or disable content where it has reasonable grounds to believe that it:

• violates these Terms
• infringes the rights of a third party
• compromises the security of the Services
• disrupts the operation of the Platform
• must be removed pursuant to a legal obligation

Where circumstances permit, Numerik will inform the Client of the action taken.

10. Prohibited uses

It is prohibited to use the Services to:

• distribute content that is illegal, fraudulent, misleading, defamatory, threatening, hateful, or discriminatory
• distribute content that infringes the rights, reputation, or privacy of others
• transmit viruses, malware, destructive scripts, or code intended to disrupt a system
• obtain or attempt to obtain unauthorized access to an account, Player, server, network, or data
• carry out penetration testing, port scanning, or vulnerability analysis without written authorization
• circumvent security controls or technical restrictions
• disrupt the availability, stability, or performance of the Services
• carry out massive, automated, or abusive data extraction
• transmit unsolicited communications or facilitate spamming activity
• impersonate an individual or misrepresent an affiliation with an organization
• display personal, confidential, or protected information without authorization
• use the Platform as a primary repository for highly sensitive information
• distribute content that encourages criminal or dangerous activity
• use the Services in a way that could expose Numerik, its providers, or its other Clients to unreasonable legal, technical, or reputational risk

11. Urgent messages and critical communications

The Platform may be used to quickly distribute priority messages, municipal notices, safety instructions, or other urgent communications.

However, unless a written agreement expressly provides otherwise, numerik.tv:

• is not a 911 emergency service
• is not an emergency dispatch system
• is not a fire alarm or detection system
• is not a personal safety monitoring system
• does not replace official public alert mechanisms
• does not replace communication channels required by law
• must not be the sole means of communicating information on which a person’s safety directly depends

The Client is responsible for verifying:

• the content of its messages
• the intended recipients
• the selected screens and locations
• the distribution dates and times
• the priority level assigned
• the distribution status shown in the Platform

For any critical communication, the Client must maintain validation procedures as well as appropriate complementary means of communication.

Numerik does not draft, validate, or authorize the messages distributed by the Client, except where a specific content creation or management mandate has been agreed.

12. Hardware, Players, and connectivity

Operation of the Services may require a compatible Player, a screen, an Internet connection, a power supply, a local network, and an appropriate technical configuration.

Unless an agreement provides that Numerik assumes responsibility for it, the Client is responsible for:

• the availability of its network and Internet access
• the power supply of its equipment
• the proper functioning of its screens, cables, networks, and peripherals
• the physical environment in which the hardware is installed
• the compatibility of equipment acquired from a third party
• obtaining the necessary authorizations from its IT department or network provider
• the physical protection of equipment installed on its premises

Hardware sold, leased, configured, or provided by Numerik.Tv (9369-0964 Québec inc.) may be subject to separate conditions, warranties, and terms.

Manufacturer warranties remain applicable where relevant.

Support for equipment provided, modified, or administered by a third party may be limited. Additional fees may be charged where an intervention is required due to:

• non-compliant equipment
• an inadequate network configuration
• an unauthorized modification
• software installed by the Client
• an environment outside Numerik’s control

The Client must not modify the operating system of a Player managed by Numerik, disable its monitoring mechanisms, or install unauthorized software on it without Numerik’s written consent.

13. Third-party services and content

The Services may integrate, use, or display elements from third parties, including:

• websites
• RSS feeds
• weather services
• maps
• authentication platforms
• analytics tools
• messaging services
• data sources
• application programming interfaces
• external applications or software

These services remain subject to the terms, policies, availability, and limitations of their respective providers.

Numerik does not control third-party services and does not guarantee:

• their continued availability
• the accuracy or completeness of their data
• their future compatibility with the Platform
• that their terms or interfaces will not change
• the permanent continuation of an integration
• the security of systems administered exclusively by a third party

Where a provider changes, limits, charges for, suspends, or withdraws its service, Numerik may need to modify, suspend, or replace the affected integration.

The Client is responsible for the accounts, licences, authorizations, consents, and fees required by the third-party providers it chooses to use.

14. Technical support and professional services

Support requests may be submitted through the numerik.tv support page or at support@numerik.tv.

Regular support is available during the hours indicated on the Site, in the support portal, or in the applicable Contractual Document.

Response and resolution times may vary depending on:

• the nature of the request
• its priority level
• the number of Users affected
• the availability of the necessary information
• the complexity of the issue
• the involvement required from a third-party provider

No specific response or resolution time is guaranteed, except where a service level agreement expressly provides for one.

Regular support does not necessarily include:

• on-site interventions
• repair of third-party equipment
• reconfiguration of a network belonging to the Client
• creation, entry, or correction of content
• development of new modules
• custom integrations
• graphic design changes
• additional training
• travel
• consulting services
• project management services

These services may be subject to a separate estimate, quote, or invoice.

Where necessary to process a request, the Client authorizes Numerik to access the technical information, activity logs, settings, Players, and configurations directly related to the reported issue.

This access must be limited to what is reasonably necessary to diagnose or correct the issue.

The Client must provide information that is sufficiently detailed to allow its request to be processed, including a description of the issue, the equipment involved, error messages, and steps to reproduce the situation.

15. Availability, maintenance, and updates

Numerik uses commercially reasonable efforts to keep the Services available, secure, and functional.

However, the Services may be temporarily unavailable due to:

• planned maintenance
• an update
• a security intervention
• a hardware failure
• an Internet or power outage
• an issue at a third-party provider
• a cyberattack
• a force majeure event
• a situation beyond Numerik’s reasonable control

Where reasonably possible, Numerik will attempt to inform Clients of planned work likely to have a significant impact on the Services.

Numerik may update:

• the Platform interface
• the features
• the modules
• the security methods
• the technical requirements
• the Players’ operating systems
• integrations with external services

Except where a change is necessary for reasons of security, compliance, compatibility, or dependency on a third-party provider, Numerik will avoid significantly reducing the essential functions of a paid service during a current contractual period.

16. Security, data, and backups

Numerik implements reasonable administrative, technical, and physical measures to protect the Services and the information it holds.

The Client nonetheless acknowledges that no computer system, network, or means of transmission can guarantee absolute security.

The Client must apply reasonable security measures, including:

• using strong, unique passwords
• protecting its devices and networks
• keeping its software and systems up to date
• limiting administrative rights
• promptly removing unnecessary access
• promptly reporting any suspicious activity
• avoiding the transmission of sensitive information that is not necessary

Numerik may create technical backup copies to ensure the continuity and recovery of its Services.

These backups do not, however, replace the Client’s obligation to keep an original copy of its important content.

The Platform is not a permanent archiving service.

Numerik does not guarantee that Content deleted by the Client can be recovered.

17. Fees, billing, and taxes

Prices, the number of licences, equipment, included services, subscription term, billing frequency, payment deadlines, and renewal terms are set out in the applicable Contractual Documents.

Applicable taxes are added to prices, unless otherwise indicated.

Additional fees may apply, in particular, for:

• adding licences
• adding Players or screens
• adding Users or locations
• purchasing or replacing hardware
• training
• travel
• custom development
• integrations
• graphic design work
• interventions outside regular support

Amounts invoiced must be paid within the timeframe indicated on the invoice.

In the event of non-payment, Numerik may, after providing reasonable notice:

• suspend all or part of the Services
• limit administrative access to the account
• postpone an intervention, delivery, or development
• require payment of overdue amounts before restoring the Services

Unless otherwise provided in an agreement or required by law, fees already invoiced for a period that has begun are non-refundable.

Any pricing change applicable to a renewal period will be communicated to the Client before it takes effect.

18. Term, renewal, and termination by the Client

The initial term of the Services and the renewal terms are set out in the applicable Contractual Document.

Where a subscription is renewable, the Client must submit any notice of non-renewal in accordance with the timeframe and method indicated in the Contractual Document.

The Client may terminate the Services in accordance with the termination terms set out in its quote, purchase order, or agreement.

Unless otherwise agreed in writing or required by law:

• termination does not release the Client from amounts already owed
• fees invoiced for a period that has begun are non-refundable
• work already performed or committed to remains billable
• fees related to hardware specifically ordered for the Client remain payable

The Client must retrieve or export any content it wishes to keep before the end date of the Services.

19. Suspension and termination by Numerik

Numerik may immediately suspend an account, Player, or Service where it reasonably believes that:

• the account has been compromised
• the use presents a risk to the security or stability of the Platform
• an activity violates the law
• content infringes the rights of a third party
• the Client is using the Services beyond the authorized licences
• an invoice remains unpaid
• the Client is in significant breach of these Terms
• suspension is necessary to prevent damage or unauthorized access

Where the situation allows, Numerik will notify the Client and provide it with a reasonable opportunity to remedy the breach.

Numerik may terminate the Services if the breach is not remedied within the timeframe indicated in the notice or if the nature of the breach justifies immediate termination.

At the end of the Services:

• the right to use the Platform ends
• the Players and accounts concerned may be deactivated
• the Client must stop using Numerik’s software and proprietary elements
• the Client must retrieve the content it wishes to keep
• Numerik may delete or anonymize the data in accordance with its retention practices, its Privacy Policy, and applicable legal obligations

The provisions relating to intellectual property, confidentiality, liability, indemnification, amounts owed, and dispute resolution continue to apply after the end of the Services.

20. Protection of personal information

Numerik processes personal information in accordance with its Privacy Policy and applicable laws.

The Client remains responsible for determining whether the information it transmits, imports, uses, or displays through the Services may lawfully be collected, used, disclosed, and distributed.

The Client must, in particular:

• limit transmission to the information that is necessary
• obtain the required consents or authorizations
• restrict access to Users who need it
• avoid publicly displaying personal or confidential information without authorization
• inform Numerik when a request concerns access to, correction of, or deletion of information processed through the Services
• comply with the rules applicable to its organization, in particular where it is a public body

Where a specific agreement relating to the processing of personal information is required, the parties may enter into a separate agreement.

The Client must not include passwords, payment card numbers, or other highly sensitive information that is not necessary to process the request in a support request.

21. Numerik’s intellectual property

The Platform, its code, architecture, interfaces, tools, models, modules, databases, Documentation, graphic elements, as well as the numerik.tv brand and associated logos belong to Numerik.Tv (9369-0964 Québec inc.) or its licensors.

No provision of these Terms transfers to the Client any ownership right in these elements.

The Client may not remove or alter any copyright, trademark, or proprietary notice appearing in the Services.

Content, images, videos, documents, or templates provided by Numerik may be subject to specific licences or restrictions.

Any suggestion, idea, or feedback voluntarily submitted to Numerik regarding improvement of the Services may be used by Numerik without any obligation of compensation, provided that the Client’s confidential information is not disclosed.

22. Confidentiality

Each party must protect confidential information received from the other party with a reasonable degree of care and use it only to perform the contractual relationship.

Confidential information may include, among other things:

• technical information
• business data
• financial information
• credentials and configurations
• working methods
• non-public documents
• information concerning Clients, employees, or suppliers
• information designated as confidential

Confidential information does not include information that:

• is or becomes public without breach of an obligation
• was already lawfully known to the recipient
• is lawfully received from a third party without a confidentiality obligation
• is independently developed without use of the other party’s confidential information

A party may disclose confidential information where required by law or an order, subject to informing the other party in advance where legally permitted.

Any separate confidentiality agreement entered into by the parties prevails in the event of a conflict.

23. Warranties and disclaimers

Numerik undertakes to provide the Services with reasonable care and in a manner substantially consistent with their applicable description.

If a Service does not operate in this manner, Numerik may, depending on the circumstances:

• correct the issue
• provide a workaround
• restore the Service
• re-perform the service in question
• apply a remedy provided for in the applicable agreement

Subject to warranties that cannot be excluded by law, Numerik does not warrant:

• that the Services will be continuously available or error-free
• that all defects can be corrected immediately
• that the Services will meet a need that has not been communicated or accepted
• that any third-party content, data, or service is accurate
• that unapproved hardware or software will be compatible
• that a message will be received, read, or seen by a specific individual
• that any particular business, operational, or communications outcome will be achieved
• that an interruption or loss of data will never occur

The Services are provided according to the characteristics set out in the applicable Contractual Documents and to the extent permitted by law.

24. Limitation of liability

To the extent permitted by law, Numerik will not be liable for indirect, consequential, special, or punitive damages, or for loss of profits, revenue, business opportunities, anticipated savings, goodwill, reputation, or data arising from the use or unavailability of the Services.

Subject to exceptions imposed by law and any different limit set out in a signed agreement, Numerik’s overall liability for a claim will not exceed the total fees paid or payable by the Client for the Services directly concerned during the twelve months preceding the event giving rise to the claim.

This limit applies to all claims related to the same event or a series of related events.

No provision of these Terms is intended to exclude or limit liability that cannot legally be excluded or limited, including liability resulting from intentional misconduct or gross negligence, or relating to bodily or moral injury.

To the extent permitted by law, Numerik is not liable for damage resulting primarily from:

• a configuration error made by the Client
• inaccurate, incomplete, or illegal Client Content
• unauthorized use of an account
• a failure to protect credentials
• hardware, a network, or a service belonging to a third party
• an unauthorized modification of a Player or its system
• the Client’s failure to maintain a copy of its content
• the failure to use complementary means of communication for a critical communication
• a power or connectivity outage beyond Numerik’s control
• a decision made based on content provided by a third party

25. Indemnification

To the extent permitted by law, the Client agrees to indemnify and hold Numerik, its directors, officers, employees, and suppliers harmless from any third-party claim arising from:

• the Client Content
• an infringement of copyright, trademarks, image rights, or privacy rights
• unlawful or unauthorized use of the Services
• a significant breach of these Terms
• an activity carried out through an account under the Client’s control
• a breach by the Client of its obligations toward a third-party provider

Numerik will inform the Client within a reasonable time of any relevant claim and will allow it to participate in its defence.

No settlement imposing an admission of liability or a non-financial obligation on Numerik may be entered into without its written consent.

26. Force majeure

Neither party will be liable for a delay or failure to perform caused by an event beyond its reasonable control.

Such events may include, among other things:

• a natural disaster
• a fire or flood
• a war or act of terrorism
• a public health emergency
• a labour dispute
• a major power outage
• a telecommunications interruption
• a widespread cyberattack
• a government decision
• a significant failure by an essential provider

The affected party must take reasonable measures to limit the consequences of the event and to resume its obligations as soon as possible.

Payment obligations relating to Services already provided are not suspended by a force majeure event.

27. Changes to the Services and the Terms

Numerik may amend these Terms to reflect:

• changes to the Services
• new features
• legislative or regulatory changes
• new security practices
• changes made by third-party providers
• the evolution of its business practices

The date of the last update will be indicated at the beginning of the document.

Where a change is significant, Numerik may inform Clients by email, through the Platform, or by a notice posted on the Site.

A change that would significantly reduce a Client’s rights during a fixed contractual period will normally apply only upon renewal, unless it is necessary to:

• comply with a legal obligation
• address a security risk
• protect the Platform or its Users
• maintain a service that depends on a third party

Continued use of the Services after amended Terms take effect constitutes acceptance of those Terms, subject to any mandatory rights provided by law.

28. Governing law and dispute resolution

These Terms are governed by the laws applicable in the province of Quebec and by the federal laws of Canada that apply therein.

Subject to applicable mandatory rules, any dispute relating to these Terms or the Services will be submitted to the competent courts of the province of Quebec.

Before initiating a proceeding, the parties are encouraged to attempt to resolve the dispute in good faith.

The party raising a dispute should provide the other party with a written description of:

• the situation
• the relevant facts
• the steps already taken
• the solution sought

No provision of these Terms limits any rights or remedies that cannot be excluded under applicable law.

29. General provisions

Assignment. The Client may not assign its subscription, account, or rights without Numerik’s written consent. Numerik may assign these Terms as part of a reorganization, merger, sale of business, or transfer of its operations, subject to applicable laws.

Severability. If a provision is declared invalid or unenforceable, it will be interpreted or reduced to the extent necessary, without invalidating the other provisions.

Waiver. Failure to exercise a right does not constitute a waiver of that right.

Entire agreement. The Contractual Documents referred to in Article 4 constitute the entire agreement between the parties with respect to the Services.

Electronic communications. The Client agrees to receive contractual notices by email, through its account, or through the Platform.

Notices. The Client is responsible for keeping up to date the contact details of the person designated to receive administrative, technical, and financial notices.

Relationship between the parties. The parties act as independent contractors. These Terms do not create any partnership, joint venture, employment relationship, franchise, or general agency between the parties.

No third-party beneficiaries. These Terms confer no rights on any person who is not a party to the agreement, except where a provision expressly states otherwise.

Language. These Terms were drafted in French. Where a translation is provided, the French version prevails in the event of a discrepancy, subject to applicable laws.

Headings. Headings are used for convenience only and do not affect the interpretation of the Terms.

30. Contact us

For any question regarding these Terms:

Numerik.Tv (9369-0964 Québec inc.)
234 du Grand-Royal Est
Shefford, Quebec J2M 1R5
Canada
General email: info@numerik.tv
Technical support: support@numerik.tv
Phone: 514 312-6489