Terms Of Services

Please read these customer terms of service carefully.

nuVizz provides a software-as-a-service (SaaS) platform and corresponding mobile application. This is a contract between you (the Customer) and us (nuVizz, Inc.). It describes the services we will provide to you, how we will work together, and other aspects of our business relationship. By using the subscription service, you are agreeing to these terms.

We periodically update these terms. If you have an active subscription, we will let you know when we do via an email or in-app notification.

Definitions

"You", "your" or "Customer" means the person or entity using the Subscription Service or receiving the Consulting Services and identified in the applicable account record, billing statement, online subscription process, or Order Form as the customer.

1. Agreement

means these Customer Terms of Service and all materials referred or linked to in here. If you are keeping track, the Customer Terms of Service used to be called the Terms of Use.

2. Billable Users

means those types of Users (defined below) for which we charge you fees as set forth on our Pricing Page.

3. Billing Period

means the period for which you agree to prepay on a monthly basis the fees as indicated in the Order Form.

4. Confidential Information

means all information provided by you or us (“Discloser”) to the other (“Receiver”), whether orally or in writing that is designated as confidential. Confidential Information does not include any information that (i) is or becomes generally known to the public without breach of any obligation owed to the Discloser or (ii) was known to the Receiver before receipt from the Discloser.

5. Consulting Services

means the professional services provided to you by us, which may include training services, installation, integration or other consulting services.

6. Customer Data

means all information that you submit or collect via the Subscription Service.

7. Message Center

means the information sent or received between the Driver and the Subscription Service portal.

8. Free Trial

means the Subscription Service or other products or features made available by us to you on an unpaid trial or free basis.

9. nuVizz, Inc. Content

means all information, data, text, messages, software, sound, music, video, photographs, graphics, images, and tags that we incorporate into the subscription service or consulting services.

10. Order or Order Form

means the nuVizz, Inc.-approved form or online subscription process by which you agree to subscribe to the subscription service and purchase consulting services. Most orders are completed through our online payment process or via a separate agreement. The purchase form may be referred to as a “Statement of Work” if you are purchasing only consulting services.

11. Pricing

means the pricing indicated on the order or the website pricing page.

12. Sensitive Information

means credit or debit card numbers; personal financial account information; social security numbers; passport numbers; driver’s license numbers or similar identifiers; racial or ethnic origin; physical or mental health condition or information; or other employment, financial or health information, including any information subject to regulations, laws or industry standards designed to protect data privacy and security, such as the health insurance portability and accountability act and the payment card industry data security standards.

13. Subscription Fee

means the amount you pay for the Subscription Service.

14. Subscription Service

means all of our web-tools and platforms that you have subscribed to by an order form or that we otherwise make available to you, and are developed, operated, and maintained by us, and any ancillary products and services, including website hosting, that we provide to you.

15. Subscription Term

means the initial term for the subscription to the applicable Subscription Service, as specified on your Order Form(s), and each subsequent renewal term (if any). For Free Trials, the Subscription Term will be the period during which you have an account to access the Free Services.

16. Third-Party Products

means non-embedded products and professional services that are provided by third parties which interoperate with or are used in connection with the Subscription Service.

17. Third-Party Sites

means third-party websites linked to from within the Subscription Service, including Communications Services.

18. Users

means your employees, representatives, consultants, contractors or agents who are authorized to use the Subscription Service for your benefit and have unique user identifications and passwords for the Subscription Service.

19. Drivers

means the individual workers using the mobile app.

20. Transaction

means a stop or a visit that a driver is making, on a route.

21. nuVizz, Inc. , we , us or our

means the applicable contracting entity as specified in the Contracting Entity and Applicable Law’ section.

22. You , your or Customer

means the person or entity using the Subscription Service or receiving the Consulting Services and identified in the applicable account record, billing statement, online subscription process, or Order Form as the customer.

General Commercial Terms

These are the basics on how we provide our services, including access and acceptable use.

a. Access

During the Subscription Term, we will provide you access to use the Subscription Service as described in this Agreement and the applicable Order. We might provide some or all elements of the Subscription Service through third party service providers.

b. Additional Features

You may subscribe to additional features of the Subscription Service by placing an additional Order or activating the additional features from nuVizz, Inc. (if this option is made available by us.). This Agreement will apply to all additional Order(s) and all additional features that you activate from within your nuVizz, Inc. portal.

c. Availability

We try to make the Subscription Service available 24 hours a day, 7 days a week, except for planned down-time for maintenance.

d. Consulting Services

If there are a specific number of hours included in the Consulting Services purchased, those hours will expire as indicated in the applicable description, which expiration period will commence upon purchase (the “Expiration Period”). If there are deliverables included in the Consulting Services purchased, it is estimated that those deliverables will be completed within the time period indicated as the delivery period in the applicable description, which delivery period will commence upon purchase (the “Delivery Period”). If the Consulting Services provided are not complete at the end of the Delivery Period due to your failure to make the necessary resources available to us or to perform your obligations, such Consulting Services will be deemed to be complete at the end of the Delivery Period. If the Consulting Services provided are not complete at the end of the Delivery Period due to our failure to make the necessary resources available to you or to perform our obligations, the Delivery Period will be extended to allow us to complete such Consulting Services.

We might provide some or all elements of the Consulting Services through third party service providers. Consulting Services are non-cancellable and all fees for Consulting Services are non-refundable.

e. Fees and Payment

1.Subscription Fees. The Subscription Fee will remain fixed during the Subscription Term unless you: (i) exceed your Maximum Drivers, Transactions, User or other applicable limits (see the ‘Limits’ section below), (ii) upgrade products, or (iii) subscribe to additional features or products.

2. Fee Adjustments in Next Billing Period. For our Marketing Products, if you exceed your Maximum Contacts in a Billing Period, then your Subscription Fee will increase at the beginning of the next Billing Period up to the tier price (as set forth on our Pricing Page) which corresponds with the maximum number of Contacts from the prior Billing Period. This process will continue for each Billing Period during the Subscription Term.

3.Fee Adjustments During a Billing Period. The Subscription Fee will increase for the subsequent Billing Period if you exceed your Driver or Transaction Limit in a Billing Period. In this case, the Subscription Fee will increase to the tier price which corresponds with your maximum from the current Billing Period.

The Subscription Fee will increase during a Billing Period up to the corresponding package and tier price. If Billable Drivers, exceed other applicable limits (except as set forth in the ‘Fee Adjustments’), change products or subscribe to additional features for use during the Billing Period. We may choose to decrease your fees upon written notice to you.

• Payment by credit card. If you are paying by credit card, you authorize us to charge your credit card or bank account for all fees payable during the Subscription Term. You further authorize us to use a third party to process payments, and consent to the disclosure of your payment information to such third party.
• Credit Approval. If not paying by credit card, customer agrees that nuVizz may request Information from a credit reporting agency to enable nuVizz to assess Customer’s credit history and that nuVizz may, upon written notice to Customer, alter its standard billing arrangements as a result of any credit information received by nuVizz.
• Payment against invoice. If you are paying by invoice, all amounts invoiced are due and payable within thirty (30) days from the date of the invoice, unless otherwise specified in the Order Form.
• Payment Information. You will keep your contact information, billing information and credit card information (where applicable) up to date. Changes may be made on your Billing Page within your nuVizz, Inc. portal. All payment obligations are non-cancelable and all amounts paid are non-refundable, except as specifically provided for in this Agreement. All fees are due and payable in advance throughout the Subscription Term. If you are a nuVizz, Inc. Agency Partner that purchases on behalf of a client, you agree to be responsible for the Order Form and to guarantee payment of all fees.
• Sales Tax. All fees are exclusive of taxes, which we will charge as applicable. You agree to pay any taxes applicable to your use of the Subscription Service and performance of Consulting Services. If you are subject to GST, all fees are exclusive of GST. If you are required to deduct or withhold any tax, you must pay the amount deducted or withheld as required by law and pay us an additional amount so that we receive payment in full as if there were no deduction or withholding.

f. Acceptable Use and Limitations of Use

1. Prohibited and Unauthorized Use. You will not (i) use or launch any automated system, including, “robots,” “spiders,” or “offline readers,” that sends more request messages to our servers in a given period of time than a human can reasonably produce in the same period by using a conventional browser; (ii) use the Subscription Service in any manner that damages, disables, overburdens, or impairs any of our websites or interferes with any other party’s use of the Subscription Service; (iii) attempt to gain unauthorized access to the Subscription Service; (iv) access the Subscription Service other than through our interface; or (v) use the Subscription Service for any purpose or in any manner that is unlawful or prohibited by this Agreement.In particular, the following is a representative, non-exhaustive list of acts that are prohibited:

• Using the Services while operating a motor vehicle;
• Acts that may materially and adversely affect the quality of other users’ experience;
• Actual or attempted unauthorized use or sabotage of any computers, machines or networks;
• Introducing malicious programs into nuVizz’s Services, network or servers (e.g. viruses, worms, Trojan horses, etc.);
• Engaging in any monitoring or interception of data not intended for you without authorization;
• Attempting to circumvent authentication or security of any host, network, or account without authorization;
• Reverse engineer, decompile, disassemble, decipher or otherwise attempt to derive the source code for any underlying intellectual property used to provide the Services, or any part thereof;
• Adapt, modify or create derivative works based on the Services, technology underlying the Services, or other users’ content, in whole or part;
• Duplicate, license, sublicense, publish, broadcast, transmit, distribute, perform, display, sell, rebrand, or otherwise transfer information found on the Services (excluding content posted by you) except as permitted in these Terms, or as expressly authorized by nuVizz in writing;
• Using any method, software or program designed to collect identity information, authentication credentials, or other information;
• Falsifying user identification information;
• Using the Services for anything other than lawful purposes including, but not limited to, intentionally or unintentionally violating any applicable local, state, national or international law; or
• Impersonating any person or entity, including, but not limited to, a nuVizz representative, or falsely stating or otherwise misrepresenting your affiliation with a person or entity.

You will notify us right away of any unauthorized use of your Users’ identifications and passwords or your account.

1. Use of Communication Services. You agree to use Message Center only in compliance with any terms of use specified by each Communication Service. You may not use our Services to post or transmit any illegal material, including without limitation any transmissions that would constitute a criminal offense, give rise to civil liability, or otherwise violate any local, state, national or international law or regulation. We do not control the content, messages or information found in the Communication Services. We will not have any liability with regards to the Communication Services and any actions resulting from your use of the Communication Services.

2. Third-Party Sites and Products. Third-Party Sites and Products are not under our control. Third-Party Sites and Products are provided to you only as a convenience, and the availability of any Third-Party Site or Product does not mean we endorse, support or warrant the Third-Party Site or Product.

If you are accessing the Services through an application from the Apple App Store, you and nuVizz agree to the following additional terms:

1. nuVizz and you acknowledge that these Terms are concluded between you and nuVizz only, and not with Apple, and nuVizz, not Apple, is solely responsible for the Services and the content thereof. nuVizz and you agree to be bound by the App Store Terms of Service as of the Effective Date (which you acknowledge you have had the opportunity to review), including without limitation the Usage Rules (as defined in the App Store Terms of Service) (capitalized terms below have the definitions given to them in the App Store Terms of Service unless otherwise defined herein).

2. You may only access the Services on an iOS product that you own or control and only as permitted by the Usage Rules set forth in the App Store Terms of Service.

3. To the extent set forth herein or required by applicable law, nuVizz is solely responsible for providing any maintenance and support services with respect to the Services. You acknowledge and agree that Apple has no obligation whatsoever to furnish any maintenance and support services with respect to the Services.

4. nuVizz, not Apple, is solely responsible for any product warranties set forth in these Terms, whether express or implied by law, to the extent not effectively disclaimed. In the event of any failure of the application to conform to any applicable warranty, you may notify Apple, and Apple will refund the purchase price for the application to you; provided that, to the maximum extent permitted by applicable law, Apple will have no other warranty obligation whatsoever with respect to the Services, and any other claims, losses, liabilities, damages, costs or expenses attributable to any failure to conform to any warranty, if any, will be nuVizz’ sole responsibility, to the extent not disclaimer herein.

5. nuVizz and you acknowledge that nuVizz, not Apple, is responsible for addressing any claims by you or any third party relating to the Services or your possession and/or use of the Services, including, but not limited to: (i) product liability claims; (ii) any claim that the Services fail to conform to any applicable legal or regulatory requirement; and (iii) claims arising under consumer protection or similar legislation.

6. Apple shall in no way be responsible for any claim (including any related investigation, defense, settlement or discharge thereof) that the Services or your possession and use of the Services infringe any third party’s intellectual property rights.

7. If you send SMS messages through Services, you acknowledge that standard text messaging rates or other carrier charges may apply to such use.

8. If you authorize nuVizz to access your Address Book on your iOS product, you acknowledge and agree that nuVizz may access and use such data to invite share job with your contacts.

nuVizz may send you Push Notifications and use your geo-location data if you authorize nuVizz to do so. Additionally, the Services may incorporate the Google Maps API. Accordingly, if the Google Maps API is incorporated, by accessing or using our Services, you hereby agree to be bound by Google’s Terms of Service (available at http://www.google.com/intl/en/policies/terms/) and Google’s Privacy Policy (available at http://www.google.com/privacy).

Subscription Term, Termination, Suspension

1. Term and Renewal. Your subscription period will be specified in your Order, and your subscription will automatically renew for the shorter of the subscription period, or one year. If you add products during the Subscription Term, the fees for these additional products will be pro-rated and they will renew along with your subscription, unless otherwise indicated in your Order. If you use our Free Trial, we will make the Free Trial available to you free of charge until earlier of (a) the date on which your free subscription is terminated or (b) the start date of your paid subscription. See the ‘Limits’ section below for the applicability of product limits on renewal. To prevent renewal of the subscription, the required notice must be provided within the timeframe as specified in the ‘Subscription Types’ section below.

2. No Early Termination; No Refunds. The Subscription Term will end on the expiration date and you cannot cancel it before its expiration. We do not provide refunds if you decide to stop using the nuVizz, Inc. subscription during your Subscription Term.

3. Termination for Cause. Either party may terminate this Agreement for cause, as to any or all Subscription Services: (i) upon thirty (30) days’ notice to the other party of a material breach if such breach remains uncured at the expiration of such period, or (ii) immediately, if the other party becomes the subject of a petition in bankruptcy or any other proceeding relating to insolvency, liquidation or assignment for the benefit of creditors. We may also terminate this Agreement for cause on thirty (30) days’ notice if we determine that you are acting, or have acted, in a way that has or may negatively reflect on or affect us, our prospects, or our customers. This Agreement may not otherwise be terminated prior to the end of the Subscription Term.

4. Suspension for Prohibited Acts. We may suspend any User’s access to any or all Subscription Services for the use of the Subscription Service in a way that violates applicable local, state, federal, or foreign laws or regulations or the terms of this Agreement.

5. Suspension for Non-Payment. We will provide you with notice of non-payment of any amount due. Unless the full amount has been paid, we may suspend your access to any or all of the Subscription Services ten (10) days after such notice. We will not suspend the Subscription Service while you are disputing the applicable charges reasonably and in good faith and are cooperating diligently to resolve the dispute. If a Subscription Service is suspended for non-payment, we may charge a re-activation fee to reinstate the Subscription Service.

6. Suspension for Present Harm. If your use of, the Subscription Service: (i) is being subjected to denial of service attacks or other disruptive activity, (ii) is being used to engage in denial of service attacks or other disruptive activity, (iii) is creating a security vulnerability for the Subscription Service or others, (iv) is consuming excessive bandwidth, or (v) is causing harm to us or others, then we may, with electronic or telephonic notice to you, suspend all or any access to the Subscription Service. We will try to limit the suspension to the affected portion of the Subscription Service and promptly resolve the issues causing the suspension of the Subscription Service.

7. Suspension and Termination of Free Trial. We may suspend, limit, or terminate the Free Services for any reason at any time without notice. We may terminate your subscription to the Free Services due to your inactivity.

8. Effect of Termination or Expiration. Upon termination or expiration of this Agreement, you will stop all use of the affected Subscription Service and nuVizz, Inc. We may or may not provide you the opportunity to retrieve Customer Data after termination or expiration, depending on the type of applicable subscription as specified in the ‘Retrieval of Customer Data’ section below. If you terminate this Agreement for cause, we will promptly refund any prepaid but unused fees covering use of the Subscription Service after termination. If we terminate this Agreement for cause, you will promptly pay all unpaid fees due through the end of the Subscription Term. Fees are otherwise non-refundable.

2. Subscription Type Terms

Some fundamental terms apply to each subscription with differences between the types of subscriptions.

Modifications

We modify the Subscription Service from time to time, including by adding or deleting features and functions, in an effort to improve your experience. For our Subscription Service, we will not make changes to the Subscription Service that materially reduce the functionality provided to you during the Subscription Term.

For our Free Trial, we may make changes that materially reduce the functionality provided to you during the Subscription Term.