NiCE End User License Terms
The following End User License Terms (“Terms”) govern your use of NiCE products and services. These Terms form a binding part of the license agreement between you and NiCE. By accessing or using NiCE products or services, you agree to comply with and be bound by these Terms.
1.
Definitions“
Content” means the electronic data and information provided by an End User through its use of the Cloud Services.
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Documentation” means the applicable specifications, user manuals, and self-help guides accompanying Services or Software.
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Resulting Information” means data created by, or resulting from, use of the Services, including anonymized analyses, statistics, reports, and aggregations, all of which are NiCE Confidential Information. For the avoidance of doubt, the term Resulting Information does not include personal data or any other information that could identify an individual.
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Service(s)” means the Cloud Services, Professional Services, Support, or other services to be provided by NiCE.
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Support” means the technical support and maintenance services offered by NiCE.
2.
License, Scope of Use, and Support. 2.1
Rights Granted. End User is granted a non-exclusive, non-transferable, non-sublicensable right to use the Services or Software (including the Documentation) purchased by End User, for End User’s own internal business purposes. End User may make a reasonable number of copies of the Documentation, provided such reproductions include any copyright or proprietary labels, legends, or notices included in the Documentation.
2.2
Restrictions. End User agrees it will not, nor will it allow any user to: (a) publish, disclose, copy, lease, modify, translate, loan, distribute, resell, transfer, assign, alter or create derivative works based on the Services or Software or any part thereof; (b) reverse engineer (except to the extent specifically permitted by statutory law), decompile, adapt, disassemble or otherwise attempt to discover source code or underlying algorithms, ideas, features or functions of the Services or Software; (c) attempt to defeat, disable, or circumvent any protection mechanism related to the Services or Software, including those intended to prevent, limit or control use, copying or access to the Services or Software; (d) test the vulnerability of a Service or Software, including scanning or penetration testing, nor attempt to breach any security or authentication mechanisms used by the Service or Software; or (e) access or use the Services or Software: (i) on or to service the systems, networks or devices of a third party; (ii) for benchmarking, development, or competitive purposes; (iii) in violation of the rights of any third party, or any applicable law or regulation (including intellectual property and data privacy laws); or (iv) for any purpose other than as expressly provided in this Section.
If End User is a unit or agency of the United States or any of its instrumentalities (“
Government”), or when the Services or Software are used for the benefit of a unit or an agency of the Government, the following applies:
The Services and Software are deemed “commercial computer software” pursuant to DFARS Section 227.7202 and FAR Section 12.212 (and any successor sections). The use of the Services and Software by the Government is governed by this Agreement. Under no circumstances shall NiCE be obligated to comply with any Government requirements regarding cost or pricing data or cost accounting requirements. If End User’s use of the Services or Software would otherwise require compliance by NiCE with such Government requirements, or in any manner affect NiCE’s rights in the Services or Software, End User must notify NiCE of such Government requirement and obtain a waiver or exemption from such requirements for the benefit of NiCE prior to any Government access to the Services or Software.
2.3
Artificial Intelligence. End User acknowledges and agrees that it will not, either directly or indirectly, use, permit, or enable, whether by itself or in conjunction with a third party, any generative artificial intelligence or any other machine-based learning application (each or collectively, “
AI”) to model, replicate, or emulate the functionality, design, or any other aspect of the Services or Software provided under this Agreement. For the avoidance of doubt, and without limiting its rights under Section 3 (Ownership and Intellectual Property Rights), NiCE reserves all rights, and End User has no rights, to reproduce, replicate, or otherwise use the Services or Software in any manner for purposes of training AI technologies or to generate similar applications or services, including technologies that are capable of generating software in the same style, functionality, or genre as the Services or Software.
2.4
Support. NiCE will provide Support for: (a) Cloud Services in accordance with the Cloud Services Terms of Use and Delivery Policy located at
https://www.nice.com/company/legal/nice-enterprise-terms-and-conditions/cloud-services-terms-of-use-and-delivery-policy; and (b) Software in accordance with the On-Premise Maintenance Policy located at
https://www.nice.com/company/legal/nice-enterprise-terms-and-conditions/on-premise-maintenance-policy. In each case, the term “Customer” shall refer to End User.
2.5 Any violation of this Section 2 (License, Scope of Use, and Support) by End User will be deemed a material breach of this Agreement, and NiCE will have the right to either terminate or suspend delivery, access, or performance of the Services or Software immediately, without any liability to End User, and to seek all remedies available at law or in equity.
3.
Ownership and Intellectual Property Rights.
3.1
Content. End User has sole ownership of its Content, including all intellectual property rights related thereto. By providing Content to a Cloud Service, End User grants to NiCE and its Affiliates a limited, non-exclusive, non-sublicensable, non-transferable license to use, copy, store and display the Content to provide the Cloud Services to End User and perform its obligations under this Agreement. During the Subscription Term, to the extent retrieval is supported by the Cloud Service, End User may retrieve its Content at any time from the Cloud Services in accordance with the applicable Documentation. If such retrieval is not supported by the specific Cloud Service then, at any time during the Subscription Term, End User may request extraction of Content from the Cloud Service and the Parties will enter into an Order for NiCE to provide extraction Services at NiCE’s then current rates for such Services.
3.2
Services and Software. No title or ownership of the Services or Software will be transferred to End User. NiCE has sole right to, and ownership of, all intellectual property rights in and to: (a) the Services, Software, and Documentation, and all modifications, enhancements, improvements, adaptations, and translations thereto; (b) the trademarks, service marks, and trade names associated with the Services or Software; (c) Resulting Information; and (d) all other NiCE supplied material developed for use in connection with the Services or Software generally, exclusive of the Content. Although not required, if End User provides feedback, ideas, or other suggestions (“
Feedback”) about the Services or Software, then NiCE and its Affiliates will own and may use and exploit such Feedback without restriction or obligation to End User. All rights not expressly granted to End User herein are reserved to NiCE.
4.
End User Responsibilities and Warranties.
4.1
Responsibilities. End User is responsible for monitoring its, and its users, use of the Services for possible unauthorized usage and is solely responsible for any activity occurring under its use of the Services and Software. End User will: (a) have sole responsibility for the accuracy, quality, and legality of all Content; and (b) take commercially reasonable efforts to prevent unauthorized access to, or use of, the Service or Software, and will immediately notify NiCE if it becomes aware or has reason to believe that the Services are being used in an unauthorized manner. End User is responsible for: (i) implementing any security features and options made available by NiCE in connection with Cloud Service; and (ii) routinely archiving and backing up Content. Without limiting the generality of the foregoing, End User is responsible for all activity and charges incurred, including all telephony and network connectivity charges, within its assigned Business Unit. As used in herein, “Business Unit” means an independent, billable software instance of the Cloud Services.
4.2
Warranties. End User warrants that: (a) End User is the owner or authorized licensee of the Content, and has secured all necessary licenses, consents, authorizations and waivers for the use of the Content; (b) the Content and End User’s use of the Cloud Services at all times complies with the terms of these Terms; (c) End User shall not use the facilities or capabilities of the Cloud Services to conduct any illegal activity, solicit the performance of any illegal activity, or engage in any other activity which infringes upon the rights of NiCE or any third party; and (d) the use by End User of the Cloud Services and the Content shall be in compliance with all applicable laws, rules and regulations. If End User breaches any of the warranties contained in this Section, NiCE may, in addition to any other rights it may have in law or equity, exercise its right to suspend End User’s access to the Cloud Services.
4.3.
Trade Restrictions; Compliance Conditions; Suspension/Termination(a) End User represents and warrants that End User’s access to and use of the Services will comply with all applicable sanctions, export controls, and trade laws and regulations (“Trade Restrictions”). End User will not (and will not permit any third party to) access or use the Services in violation of Trade Restrictions, including by providing access to any restricted or sanctioned person, entity, or location, or for any prohibited end use.
(b) Compliance Conditions. Where any Trade Restrictions apply to End User’s order, statement of work, purchase order, or use of the Services, NiCE and/or its resale partners (and their respective suppliers) may apply payment terms or other conditions to comply with such Trade Restrictions (including changes to payment method, timing, invoicing requirements, documentation/certifications, screening information, access limitations, or suspensions), and such payment terms and conditions shall prevail over any inconsistent payment terms or other terms applicable to End User.
(c) Suspension/Termination. NiCE and/or its resale partners (and their respective suppliers) may immediately suspend performance and/or End User’s access to the Services and may terminate the applicable agreement if: (i) End User materially breaches this Trade Restrictions clause; or (ii) NiCE and/or its resale partners (and their respective suppliers) reasonably determine that continued performance, provision of access, delivery, support, updates, renewals, or acceptance of payment would violate or reasonably risk violation of Trade Restrictions. End User will reasonably cooperate with any compliance steps required, including providing requested information or certifications and ceasing use where required by Trade Restrictions.
