Terms of Service

1. What these terms cover

These Terms of Service (the "Terms") govern your access to and use of the website at www.nicetechnologiesinc.com and any pages, content or features we make available through it (the "Site"), and any evaluation, trial or free access we give you to the Nice fleet platform (the "Platform") where no separate signed agreement is in place.

Paid use of the Platform is governed by a separate written subscription agreement between your organization and Nice Technologies (the "Subscription Agreement"). Where a Subscription Agreement exists and conflicts with these Terms, the Subscription Agreement controls for the subject matter it addresses. These Terms continue to govern your use of the Site.

2. Acceptance and eligibility

By accessing the Site or using the Platform you agree to these Terms. If you do not agree, do not use them.

You represent that you are at least 18 years old and that, where you are acting for an organization, you have authority to bind that organization. In these Terms "you" means you individually and the organization you represent, and both are jointly responsible for compliance.

The Site is directed to businesses and public bodies in the United States. It is not directed to children, and we do not knowingly collect personal information from children through the Site.

3. The service, and changes to it

We may add, change, suspend or withdraw any part of the Site or of Platform functionality at any time. We will give reasonable advance notice of changes that materially reduce functionality you are actively paying for; other changes may be made without notice.

We do not warrant that the Site or Platform will be uninterrupted, timely, error-free, or that defects will be corrected. Availability commitments, where you have them, are set out in your Subscription Agreement or a written service level agreement, and nowhere else.

4. Accounts and credentials

Where accounts are issued, your organization's administrator creates, manages and removes user accounts. You are responsible for:

• the accuracy of the information used to create accounts;
• keeping credentials confidential and not sharing logins between people;
• all activity that occurs under accounts your organization controls, whether or not authorised by you; and
• notifying us promptly at info@nicetechnologiesinc.com if you believe an account has been compromised.

We may refuse, suspend or reclaim any account, or require a credential reset, where we reasonably believe it is necessary to protect the Platform or its users.

5. Acceptable use

Your use of the Site and Platform is subject to our Acceptable Use Policy, which forms part of these Terms. Breach of that policy is a material breach of these Terms.

6. Your data, and the rights you give us

You keep ownership of your data. As between you and us, your organization owns all data, records and content it or its users submit to the Platform ("Customer Data"). We claim no ownership of it.

You grant us a non-exclusive, worldwide, royalty-free license to host, store, copy, transmit, display and process Customer Data solely to the extent necessary to provide, secure and support the Platform, to comply with law, and to carry out your documented instructions. That license ends when the data is deleted, except for backup copies that age out on their ordinary cycle.

You represent and warrant that you have all rights, consents and lawful bases necessary for us to process Customer Data as contemplated by these Terms, including any notices to or consents from drivers, employees, riders, families and other individuals whose information you submit.

Our processing of personal information within Customer Data is governed by our Privacy Policy and our Data Processing Addendum.

6.1 Aggregated and de-identified data

We may create aggregated and de-identified statistical information from use of the Platform, and use it to operate, secure, analyze and improve our services and to produce industry benchmarks. Such information must not identify you, any individual or any vehicle, and we will not attempt to re-identify it.

This right expressly excludes student data, rider data, and precise location data, which we use only to provide the service to the organization that supplied it. See our Student Data Privacy commitments.

7. Our intellectual property

The Site, the Platform, and all software, designs, text, graphics, interfaces, documentation and other materials we provide, together with all intellectual property rights in them, are and remain the exclusive property of Nice Technologies and its licensors. Nothing in these Terms transfers any of those rights to you.

"Nice Technologies", the NICE wordmark, the NT mark and the tagline "Innovate. Connect. Elevate." are our marks. You may not use them without our prior written permission, except to refer to us fairly and accurately in ordinary descriptive use.

Except as expressly permitted, you may not copy, modify, distribute, sell, lease, sublicense, reverse engineer, decompile, or attempt to derive the source code of any part of the Platform, nor use it to build a competing product or service, nor remove or obscure any proprietary notice.

8. Feedback

If you send us suggestions, feature requests or other feedback, you grant us a perpetual, irrevocable, worldwide, royalty-free license to use and incorporate it without restriction, obligation or compensation. We will not identify you as its source without your consent.

9. Fees, billing and taxes

Prices published on the Site are indicative and may change. The prices that bind us are those set out in a written quote or order form. Unless your Subscription Agreement says otherwise:

• fees are quoted in US dollars and exclude all taxes;
• you are responsible for all sales, use, VAT and similar taxes, other than taxes on our income;
• annual plans are invoiced in advance for the term; monthly plans in advance each month;
• fees are non-refundable except where expressly stated or required by law;
• undisputed invoices are payable within 30 days of the invoice date; and
• we may charge interest on overdue amounts at the lower of 1.5% per month or the maximum rate permitted by law, and may recover reasonable costs of collection.

We may change subscription pricing on renewal by giving at least 30 days' written notice before the renewal date.

10. Term, suspension and termination

These Terms apply while you use the Site or Platform. Subscription terms, renewal and notice periods are set out in your Subscription Agreement.

We may suspend access, in whole or in part, immediately and without liability, where: fees are overdue; we reasonably believe use presents a security, legal or operational risk to the Platform, to us or to others; the Acceptable Use Policy is being breached; or we are required to by law. Where practical we will give notice and an opportunity to cure first.

Either party may terminate for material breach that remains uncured 30 days after written notice, or immediately if the other becomes insolvent or ceases business.

On termination your right to use the Site and Platform ends. You may export Customer Data at any time during the term and for 30 days afterwards. After that period we may delete it. Sections that by their nature should survive termination do so, including sections 6, 7, 8, 9, 11, 12, 13, 14, 18 and 19.

11. Disclaimer of warranties

The Site and, except as expressly stated in a Subscription Agreement, the Platform are provided "AS IS" and "AS AVAILABLE", with all faults and without warranty of any kind. To the fullest extent permitted by law, Nice Technologies disclaims all warranties, whether express, implied, statutory or otherwise, including any implied warranties of merchantability, fitness for a particular purpose, title, non-infringement, and any warranties arising out of course of dealing or usage of trade.

We do not warrant that the Site or Platform will meet your requirements, operate without interruption or error, be secure, or that any data, route, arrival estimate, inspection record or report produced through it will be accurate, complete or current.

Operational judgment remains yours. The Platform is a tool that supports your operation. It does not replace your legal, safety, maintenance, licensing or supervisory obligations, and you remain solely responsible for the safe and lawful operation of your vehicles and the conduct of your personnel.

12. Limitation of liability

To the fullest extent permitted by law, Nice Technologies and its officers, directors, employees, agents and suppliers will not be liable for any indirect, incidental, special, consequential, exemplary or punitive damages, nor for any loss of profits, revenue, goodwill, business, anticipated savings, or for any loss or corruption of data, arising out of or relating to these Terms, the Site or the Platform, whether based in contract, tort (including negligence), strict liability or otherwise, and whether or not we were advised of the possibility of such damages.

Our total aggregate liability arising out of or relating to these Terms, the Site and the Platform will not exceed the total fees you actually paid us for the Platform in the twelve months immediately preceding the event giving rise to the claim. Where you have paid us nothing — for example, if you have only used the Site — that cap is one thousand US dollars (US$1,000).

These limitations apply even if a limited remedy fails of its essential purpose, and form an essential basis of the bargain between us. Some jurisdictions do not allow certain limitations, so parts of this section may not apply to you; in that case our liability is limited to the greatest extent permitted by law. Nothing in these Terms limits liability that cannot lawfully be limited, including for fraud, fraudulent misrepresentation, or death or personal injury caused by negligence.

13. Indemnification

You will defend, indemnify and hold harmless Nice Technologies and its officers, directors, employees and agents from and against any third-party claim, demand, suit or proceeding, and all resulting losses, damages, liabilities, penalties, costs and reasonable legal fees, arising out of or relating to:

• Customer Data, including any claim that it infringes or misappropriates a third party's rights, or that you lacked the rights, consents or lawful basis to provide it;
• your use of the Site or Platform in breach of these Terms, the Acceptable Use Policy, or applicable law;
• your operation of vehicles, employment of personnel, or transport of passengers; or
• any dispute between you and your own customers, employees, contractors, riders or the families you serve.

We will notify you of the claim, give you sole control of its defence (except that you may not settle in a way that imposes liability or admits fault on us without our written consent), and provide reasonable cooperation at your expense.

14. Confidentiality

Each party may receive information of the other that is marked confidential or that a reasonable person would understand to be confidential ("Confidential Information"). Each party will protect the other's Confidential Information with at least reasonable care, use it only to perform under these Terms, and disclose it only to personnel and advisers who need it and are bound by comparable obligations.

These duties do not apply to information that is or becomes public through no fault of the recipient, was rightfully known without restriction before disclosure, is rightfully received from a third party without duty of confidence, or is independently developed. A party may disclose Confidential Information where legally compelled, giving the other reasonable prior notice where lawful.

15. Third-party services and links

The Site and Platform may link to, or interoperate with, services we do not control — including telematics, ELD, camera, fuel card, payroll, accounting and student information systems. We do not endorse them, are not responsible for their content, availability, security, pricing or practices, and your use of them is governed by their own terms. Where you direct us to connect an integration, you authorise the exchange of data it requires.

16. Forward-looking statements

Some descriptions on the Site and in our materials refer to functionality that is planned or under development. Nothing on the Site, in a roadmap, in a demonstration or in any marketing material is a commitment to deliver any feature by any date. Do not purchase in reliance on a roadmap item unless it is expressly written into your order form or Subscription Agreement.

17. Comparative and pricing information

Where we describe typical market pricing, or the general capabilities of categories of software, we are summarising publicly available information believed accurate when written. Those figures are illustrative ranges, are not quotes, are not endorsed by any vendor named or unnamed, and should not be relied on in place of obtaining your own quotes.

18. Publicity

Neither party will use the other's name, logo or marks in publicity, press releases, customer lists or case studies without the other's prior written consent. Consent may be given for a specific use and withdrawn on reasonable notice for future use.

19. Governing law and disputes

These Terms are governed by the laws of the State of North Carolina, excluding its conflict of law rules and the United Nations Convention on Contracts for the International Sale of Goods.

The parties will first attempt in good faith to resolve any dispute by negotiation between representatives with authority to settle, within 30 days of written notice of the dispute. If that fails, the state and federal courts located in Mecklenburg County, North Carolina will have exclusive jurisdiction, and each party consents to that venue and waives any objection to it.

To the extent permitted by law, each party waives any right to a trial by jury in any proceeding arising out of these Terms.

20. Force majeure

Neither party is liable for failure or delay in performance (other than payment obligations) caused by events beyond its reasonable control, including acts of God, natural disaster, fire, flood, epidemic, war, terrorism, civil unrest, labour dispute, government action, failure of the public internet, telecommunications or power, or the act or omission of an upstream provider.

21. General

• Assignment. You may not assign these Terms without our prior written consent, except to a successor of all or substantially all of your business or assets on written notice. We may assign freely. These Terms bind permitted successors and assigns.
• Independent contractors. The parties are independent contractors. Nothing creates a partnership, joint venture, agency or employment relationship.
• No third-party beneficiaries. These Terms confer no rights on anyone who is not a party to them.
• Severability. If any provision is held unenforceable, it will be modified to the minimum extent necessary to make it enforceable, and the remainder stays in force.
• Waiver. A failure to enforce any provision is not a waiver of it or of any other provision.
• Notices. Notices to us go to info@nicetechnologiesinc.com and to our registered address. Notices to you go to the contact and address on your account. Notice is effective on receipt, or on the next business day if sent by email.
• Entire agreement. These Terms, the Acceptable Use Policy, the Privacy Policy, the Data Processing Addendum and any Subscription Agreement or order form are the entire agreement between us on their subject matter, and supersede all prior discussions, proposals and representations. Any terms on your purchase order or vendor portal are rejected and have no effect unless we sign them.

22. Changes to these Terms

We may update these Terms. The date at the top shows when they last changed, and the version in force is the one published when you use the Site. For customers with an active subscription, we will give at least 30 days' notice by email to the account administrator before a material change takes effect.

23. Contact

Questions about these Terms:
Nice Technologies, Inc.
Charlotte, North Carolina, United States
info@nicetechnologiesinc.com