Numberly Martech Platform

The Numberly Martech Platform is a SaaS platform designed and developed by Numberly and hosted in France to manage your marketing campaigns (email, SMS, push notifications) and share segments with social media and programmatic display (hereinafter the “NMP” or the “Platform” or the “SaaS Solution“).

The use of the NMP is subject to these Terms and Conditions (“T&C“). By using the NMP, you agree to be bound by these terms.

 

In the event of a conflict, these T&C prevail over any other document, agreement, proposal, communication, or prior contract (written or oral) between Numberly and the Client, unless an express written derogation is agreed upon between the Parties in the Contract.

“Applicable Regulations”: refers to the General Data Protection Regulation 2016/679 (“GDPR“) as well as the French Data Protection Law No. 78-17 of January 6, 1978 (“Loi Informatique et Libertés“), and the French Postal and Electronic Communications Code (“Code des postes et des communications électroniques”).

 

“Client”: refers to the professional, legal entity or natural person, who has entered into a Contract with Numberly for access to and use of the NMP.

 

“Contract”: refers to the agreement concluded between Numberly and the Client, formalizing the access and conditions of use of the NMP as well as all associated services. This Contract governs, in particular, financial aspects, the duration of the commitment, the obligations of each party, and may include annexes or purchase orders detailing specific features subscribed to by the Client.

 

“Numberly”: refers to the company Numberly SAS, editor and provider of the NMP.

 

“User”: refers to any person authorized to access the Platform in accordance with the Contract, specifically any natural person who is an employee, agent, subcontractor, consultant, temporary worker, or intern of the Client.

3.1. Management of authorization levels

The Client is granted the ability to create and administer User accounts within the NMP based on their organization’s requirements and the levels of authorization they wish to assign to each User.

 

The Client bears exclusive responsibility for determining and managing the access rights granted to each User account.

 

3.2. Information required for User account creation

The creation of each User account is subject to the communication of the following information: last name, first name, professional email address, time zone, and chosen interface language. Optionally, the User may enhance their profile by adding a photograph and a mobile phone number.

 

The Client is responsible for ensuring the accuracy and updating of the information provided.

 

The Client shall ensure the confidentiality and individual use of each User account.

 

3.3. Suspension of User account access

Numberly reserves the right to suspend a User’s access to the NMP under the following conditions:“

• Prolonged Inactivity: User inactivity on the Platform for a duration specified in the Contract.
• Suspicion of Fraudulent or Non-Compliant Use: If Numberly detects or suspects fraudulent use of the User account, non-compliance with Applicable Regulations, or any activity likely to harm the integrity, security, or reputation of the NMP and Numberly.
• Breach of Client’s Contractual Obligations: In case of violation of contractual obligations by the Client or its Users under the conditions provided for in the Contract.

 

The Client will be informed of the suspension as soon as possible.

The Client agrees to comply with the T&C as well as all Applicable Regulations within the context of using the NMP. Specifically, the Client agrees to:

 

4.1. Compliant and fair use of the Platform

The Client agrees to:

• Use the NMP exclusively for the purposes provided for in the Contract and these T&C, and within the scope of its professional activity;
• Not use the NMP for illegal, fraudulent, malicious, or unauthorized purposes, including sending unsolicited communications (spam) or distributing illegal, defamatory, or discriminatory or infringing content;
• Ensure that communications (emails, SMS, push notifications) sent via the NMP comply with mandatory legal notices, including sender identification information and unsubscribe mechanisms;
• not interfere with or disrupt the integrity or performance of the NMP or third-party data;
• comply with the legal framework and in particular the provisions of the Applicable Regulations, Law No. 2004-575 of 21 June 2004 on Confidence in the Digital Economy (“LCEN”), as well as the ethical rules defined by the operators, including the Charter applicable to “Business Messaging” services issued by AF2M (in its most recent version).

 

The Client shall not send any communication that:

• could constitute a violation of any applicable laws or regulations;
• could mislead the recipient, even potentially, as to the sender’s identity or status;
• could damage the reputation of Numberly or the mobile operators. In this regard, any risk of confusion between the sender and Numberly or the mobile operators must be avoided;
• infringes intellectual property rights, and in particular, trademark rights;
• could, by its nature, undermine respect for human beings, their dignity, gender equality, and the protection of children and teenagers;
• encourages the commission of crimes and/or offenses or incite the consumption of prohibited substances or suicide;
• incites discrimination, hatred, or violence;
• uses language that is likely to offend public sensibilities.

 

The Client agrees to make reasonable use of the Platform. In any event, Numberly reserves the right to set a limit on the total number of authorized transmissions on the User’s account

 

4.2. User account management and security

The Client agrees to:

• create and manage User accounts in accordance with the provisions of the Article 3.2 “Account creation” of these T&C;
• ensure the confidentiality and security of the login and passwords of the User accounts for it is are responsible;
• inform Numberly without delay of any unauthorized use of its account or any security breach of which it becomes aware;
• implement appropriate security measures for the protection of its own information systems connected to the NMP.

 

4.3. Content and links

The Client declares and warrants to Numberly that the Client is the owner of and/or has the right to freely dispose of all rights pertaining to the content to be distributed.

The Client declares and warrants to Numberly that the content distributed in connection with the services:

• (i) does not infringe any third-party intellectual property rights;
• (ii) shall not in any way contain elements contrary to good morals (bonnes moeurs) or public order (ordre public) or, in any other manner, be inappropriate, indecent, shocking, or unsuitable for a family audience; in particular, but without limitation, the content shall not in any way contain images, sounds, or writings that are obscene, defamatory, insulting, pornographic, violent, racist, xenophobic, revisionist, etc., or that infringe upon the privacy or rights of any person;
• (iii) is made accessible in accordance with all applicable laws, and in particular, that all notices relating to intellectual property rights on such content shall be duly indicated by the Client when integrating the content into the SMS-MT sent in connection with the services;
• (iv) is accurate and complete and does not contain errors or false, erroneous, or misleading statements, mentions, or declarations;
• (v) is not otherwise likely to involve the liability (including criminal liability) of Numberly in any way under the laws of any country in which the content can be accessed;
• (vi) has been previously verified and validated by the Client in cases where Numberly, at the request and on behalf of the Client, is the author of the content, and that such content complies with points (i) to (v) above.

 

The Client guarantees Numberly against, and shall indemnify it for, any claim or actions by a third party relating to a breach by the Client of its obligations hereunder and, in particular, of the representations and warranties set forth above.

 

4.4. Cooperation with Numberly

The Client agrees to cooperate in good faith with Numberly on any matter relating to the use of the NMP, security, or compliance with these T&C and the Applicable Regulations.

 

Any breach by the Client or a User of any of these obligations may result in the suspension of their access to the NMP, without prejudice to any other remedies that Numberly may have.

5.1. Numberly’s Liability

The NMP allows sending of SMS without time restrictions. However, the Client is solely responsible for complying with the sending schedules defined by the legislation in force. Numberly declines all liability in the event of non-compliance with these schedules by the Client.

 

Numberly declines all liability regarding the content of electronic communications (emails, SMS, push notifications) sent by Users. The Client is solely responsible for the content of the communications, including compliance with mandatory legal notices.

 

Numberly shall not be held liable in the event of misuse of its tools, particularly to redirect to online games or any other unauthorized content.

 

Numberly cannot be held liable for damages resulting from redirections to phishing websites included in emails in the event of a User account hack. The User and the Client are responsible for securing User accounts and verifying the integrity of the links that Users insert into their communications.

 

In any case, Numberly shall not be held liable for indirect damages, such as loss of profit, loss of data, or any other financial damage.

 

5.2. Liability in case of use of OpenAI Technology

Unless otherwise instructed by the Client, the NMP uses OpenAI’s API (hereinafter “OpenAI Technology“) to optimize certain features, particularly assistance with text content generation. OpenAI Technology is subject to its own terms and conditions and policies, available at the following address: https://openai.com/. By using this feature, the Client accepts OpenAI’s terms and conditions and policies.

 

Numberly expressly disclaims any warranty, express or implied, regarding the accuracy, reliability, and originality of any result generated through the use of OpenAI Technology. Numberly hereby disclaims any and all liability for any claims, damages, losses, or expenses arising from or related to the use of OpenAI Technology.

 

By using NMP, the Client acknowledges and agrees that:

1. Numberly shall not be liable for any damages, losses, or liabilities, whether direct, indirect, incidental, consequential, or otherwise, arising out of or related to the use of OpenAI Technology or any results generated through its use.
2. The Client assumes sole responsibility for any use of the results generated through the use of OpenAI Technology.
3. The Client acknowledges that the use of OpenAI Technology is governed exclusively by OpenAI’s terms and conditions, and Numberly is not responsible for any changes or updates to these Terms and conditions.
4. Numberly does not guarantee that the results will meet the Client’s specific requirements or expectations.
5. Numberly does not guarantee continuous availability or uninterrupted access to NMP or OpenAI Technology.
6. Numberly does not guarantee the quiet enjoyment of results generated through the use of OpenAI Technology. Numberly shall not be liable for any third-party claims, actions, or demands relating to the intellectual property, confidentiality, or legality of the results thus generated. The Client acknowledges and accepts that the use of the services is at its own risk and that it solely responsible for any consequences arising from the use of the generated results.
7. The Client is solely responsible for all content submitted as input (“Input”) and for holding all necessary rights, licenses, and permissions to provide this content.
8. The Client is solely responsible for using the generated results (“Output”) and evaluating their accuracy and relevance to its use case, including through human review.
9. The Output may not be unique, and other users may receive similar content.
10. Results generated using OpenAI technology are provided “as is,” without any warranty of accuracy or relevance. Any and all warranties relating to merchantability, fitness for a particular use, property, non-infringement, or quiet enjoyment, as well as any warranties arising from course of dealing or usage of trade, are excluded.
11. Numberly cannot be held responsible for any errors, omissions, or inappropriate content generated.
12. It is the Client’s responsibility to review and revise the Outputs before use.
13. Importing personal data as Input is strongly discouraged.

5.3. Liability in case of use of third-party tools

It is possible to integrate or connect third-party tools to the NMP for the purposes of the service. This includes, but is not limited to, tools such as Zendesk (for User ticketing), N8N on Journey, and OpenAI.

 

For these embedded tools, Numberly is not responsible for their proper use.

 

Furthermore, specific tools may be added at the Client’s request. In any case, Numberly declines all liability regarding the use of third-party tools outside the NMP that are connected to it for the purposes of the service.

By accepting these Terms and Conditions, the Client explicitly authorizes Numberly to use its own algorithms (without generative AI models) and AI systems (based on open-source generative AI models) (hereinafter the “Proprietary Algorithms and/or Proprietary Systems”) hosted on its infrastructure for the execution of the services (e.g., segmentation, prediction, personalization, campaign optimization, etc.).

 

These features are optional and may be disabled at any time by the Client or upon the Client’s request.

 

The use of these Proprietary Algorithms and/or Proprietary Systems is considered by the Parties as a technical modality for performing the services and constitutes an instruction from the Client in its capacity as Data Controller. This processing does not constitute a new or distinct purpose from the services described in the Contract.

 

Numberly undertakes to ensure that the processing of Personal Data via these Proprietary Algorithms is strictly partitioned. No “cross-client” training is performed: training may be carried out based on the Client’s data solely for the purpose of providing services to the Client and for its sole benefit; the Client’s data will not be used to improve models for the benefit of other Numberly clients or third parties.

 

The Client agrees to use these features only in accordance with their intended purpose as defined in the services. Any misuse or improper use (including any modification of the intended purpose) is the sole responsibility of the Client. In such cases, Numberly disclaims all liability and shall not be held responsible for any obligation or consequences that may arise from such use.

 

The Proprietary Algorithms, Proprietary Systems, methods, formats, and associated know-how remain the exclusive property of Numberly.

The NMP SaaS solution, including its design, architecture, software, databases, interfaces, and all its components, is the exclusive property of Numberly and is protected by intellectual property laws.

 

Numberly grants the Client a non-exclusive and non-transferable right to use the SaaS solution, in accordance with these T&C. This right of use is limited to the duration of the Contract and its execution.

 

The content of emails, SMS messages, push notifications, and other electronic communications generated and sent by the User via the NMP solution remains the exclusive property of the Client.

 

The Client agrees not to reproduce, modify, distribute, sell, rent, transfer, or exploit in any way the NMP SaaS solution or any of its components without the prior written authorization of Numberly.

 

The trademarks, logos, and other distinctive signs of NMP are the exclusive property of Numberly and may not be used without its prior written authorization.

 

Any violation of NMP’s intellectual property rights may result in legal action.

8.1. Personal data of Users processed by Numberly

Numberly processes personal data concerning Users when they use the NMP. In this context, Numberly acts as the data controller within the meaning of the Applicable Regulations.

 

8.2. Personal data processed by Numberly as a data processor

In the context of the execution of the Contract, Numberly processes personal data on behalf of the Client as a data processor within the meaning of the Applicable Regulations, under the conditions described in the Contract.

Numberly may modify these Terms and Conditions at any time. Modifications will take effect upon their publication on the NMP.

 

Numberly will notify the Client in the event of a substantial modification to these T&C.