Version Date: October 1, 2026
1. ACCEPTANCE OF TERMS AND CONDITIONS
(i) These terms and conditions constitute a legal agreement and are entered into between you and Nomad Inc. ("Nomad", "we," "us," "our"). These terms and conditions, together with any documents or additional terms they expressly incorporate by reference (collectively, this "Agreement"), govern your access to and use of the Nomad Platform (as defined below), including any content, functionality, and Nomad Services offered on or through the Nomad Platform.
(ii) You are accessing the Nomad Platform as an individual who has been authorized by a Partner to access and use the Nomad Platform on the Partner's behalf. The commercial relationship between the Partner and Nomad (or the applicable Nomad Affiliate) is governed by a separate written master services, partnership, program, reseller or similar agreement between them (the "Partnership Agreement"). This Agreement governs your own access to and use of the Nomad Platform. It does not create any commercial, credit, payment, employment or other relationship between you and Nomad in your personal capacity, and it does not amend, supplement or replace the Partnership Agreement.
(iii) By accessing or using the Nomad Platform, you affirm that you are of legal age to enter into this Agreement under applicable law, that you have been duly authorized by the Partner to access and use the Nomad Platform on its behalf, and you accept and are bound by the terms and conditions of this Agreement. If you do not agree to these terms and conditions or you do not meet all of these requirements, you must not access or use the Nomad Platform.
(iv) We reserve the right in our sole discretion to revise and update the terms and conditions of this Agreement from time to time. Any and all such modifications are effective immediately upon posting and apply to all access to and continued use of the Nomad Platform. You agree to periodically review the terms and conditions to be aware of any such modifications and your continued use of the Nomad Platform shall be your acceptance of such changes.
(v) The information and material on the Nomad Platform may be changed, withdrawn, or terminated at any time in our sole discretion without notice. We will not be liable if, for any reason, all or any part of the Nomad Platform is restricted to users or unavailable at any time or for any period.
2. DEFINITIONS
As used in this Agreement, the following terms have the meanings set out below:
“Additional Terms” has the meaning set out in Section 3(v).
“Authorized User” means an individual, including an employee, officer, contractor, agent, administrator or other representative of a Partner, who has been granted access to the Nomad Platform by or on behalf of a Partner in accordance with the Partnership Agreement. References in this Agreement to "you" and "your" are to the Authorized User.
“Partner” means the individual, firm, partnership, company, group, association or other entity or person that has entered into a Partnership Agreement with Nomad or a Nomad Affiliate and on whose behalf you have been authorized to access and use the Nomad Platform.
“Partnership Agreement” has the meaning set out in Section 1(ii), and includes any schedules, exhibits, statements of work, order forms, operational responsibility matrices, branding guidelines or other documents forming part of, or incorporated by reference into, such agreement.
“Partner Data” means any non-public data provided by a Partner or an Authorized User to Nomad or a Nomad Affiliate through or in connection with the Nomad Platform to enable the provision of the Nomad Services, including, if any, Personal Information about an Authorized User, and any Partner Customer Data.
“Partner Customer” means a person or entity that has entered into a factoring, financing, fuel, payment or other commercial arrangement with the Partner and whose information, accounts or transactions are managed, serviced or supported through the Nomad Platform.
“Partner Customer Data” means any data, records, documents or Personal Information relating to a Partner Customer, or to any of its personnel, account debtors, drivers or other related persons, that is accessible through or processed on the Nomad Platform.
“Derived Data” has the meaning set out in Section 5(iv).
“Nomad Affiliate” means any entity that directly or indirectly controls, is controlled by, or is under common control with Nomad, including any subsidiary of Nomad through which any Nomad Services are offered or provided.
“Nomad Platform” means the online platforms, web portals, mobile applications, application programming interfaces, dashboards, tools and related software, technology, content and functionality made available by Nomad or any Nomad Affiliate, through which Partners and Authorized Users access and use the Nomad Services, as updated, enhanced or modified from time to time.
“Nomad Services” means the products, services, programs, features and functionality offered by Nomad or any Nomad Affiliate to Partners on or through the Nomad Platform from time to time, including any services that Nomad or a Nomad Affiliate performs on behalf of, or as agent for, a Partner under the Partnership Agreement.
“Personal Information” means any information about an identifiable individual, or that may directly or indirectly identify an individual.
“Privacy Policy” means Nomad's privacy policy available at www.nomad.io/privacy, as amended from time to time.
3. AUTHORIZED USER ACCESS
(i) Access on behalf of Partner. Your right to access and use the Nomad Platform is derived solely from the Partner's rights under the Partnership Agreement and is limited to the purposes, roles and permissions assigned to you by the Partner. You agree to use the Nomad Platform only on behalf of the Partner, for the Partner's internal business purposes and the servicing of Partner Customers as contemplated by the Partnership Agreement, and in accordance with any instructions, policies and controls the Partner has established for its Authorized Users.
(ii) Reliance on your instructions. Nomad and each Nomad Affiliate may rely on and act upon any instruction, request, submission, approval, decision, transaction or other communication made through your user account as having been duly authorized by the Partner, without any obligation to verify it, and any such action is binding on the Partner under the Partnership Agreement. Where the Partnership Agreement reserves particular decisions to the Partner (including credit, underwriting, funding or approval decisions), any such decision that you record or communicate through the Nomad Platform is deemed to be the decision of the Partner.
(iii) Roles and permissions. The Partner, or any administrator designated by the Partner, may determine, assign, modify, restrict or revoke your role, permissions and access rights on the Nomad Platform at any time. Nomad may, but is not obligated to, act on any such instruction from the Partner and may limit or disable any functionality for any Authorized User in its sole discretion.
(iv) Partner responsibility. Nothing in this Agreement limits the Partner's responsibility under the Partnership Agreement for the acts and omissions of its Authorized Users. You acknowledge that the Partner is responsible under the Partnership Agreement for all fees, charges, transactions, obligations and liabilities arising from your use of the Nomad Platform and the Nomad Services on the Partner's behalf.
(v) Additional Terms. Certain Nomad Services accessible through the Nomad Platform may be subject to additional terms, guidelines, policies or instructions that are presented to you within the Nomad Platform or that form part of the Partnership Agreement (collectively, "Additional Terms"). Additional Terms are incorporated into this Agreement by reference. If any Additional Terms conflict with this Agreement, the Additional Terms will prevail with respect to the applicable Nomad Service.
(vi) Order of precedence. As between the Partner and Nomad or any Nomad Affiliate, the Partnership Agreement governs in the event of any conflict with this Agreement. Nothing in this Agreement grants you any rights or remedies under the Partnership Agreement, and you have no right to enforce the Partnership Agreement.
(vii) Partner Customer Data and confidentiality. You may have access through the Nomad Platform to Partner Customer Data and to confidential or proprietary information of Nomad, the Nomad Affiliates, the Partner and Partner Customers. You agree to access, use and disclose such information only as necessary to perform your role for the Partner, in accordance with the Partner's instructions and the confidentiality, data protection and privacy obligations of the Partner under the Partnership Agreement and applicable law, and not for your own benefit or the benefit of any third party.
(viii) Termination of authorization. Your access to the Nomad Platform may be suspended, restricted or terminated immediately: (a) on the instruction of the Partner; (b) upon the expiry or termination of the Partnership Agreement (subject to any transition period provided for in the Partnership Agreement); (c) when you cease to be an employee, contractor, agent or representative of the Partner; or (d) as otherwise provided in Section 14. You must cease all use of the Nomad Platform immediately upon becoming aware that your authorization has ended.
4. ACCOUNT SETUP AND SECURITY
(i) The security of your Personal Information is very important to us. We use physical, electronic, and administrative measures designed to secure your Personal Information from accidental loss and from unauthorized access, use, alteration, and disclosure. Your Personal Information shall be processed in accordance with Section 11 below. The safety and security of your information also depend on you. Authorized Users are responsible for obtaining their own access to the Nomad Platform, including any devices, software and internet connectivity required. The Nomad Platform, including content or areas of the Nomad Platform, may require user registration. It is a condition of your use of the Nomad Platform that all the information you provide on the Nomad Platform is correct, current, and complete, and you agree to promptly update any such information if it changes.
(ii) Unfortunately, the transmission of information on the Internet is not completely secure. Although we do our best to protect your Personal Information, we cannot guarantee the security of your Personal Information transmitted to the Nomad Platform. Any transmission of Personal Information is at your own risk. We are not responsible for circumvention of any privacy settings or security measures contained on the Nomad Platform.
(iii) Any username, password, authentication code, or any other piece of information chosen by you, or provided to you as part of our security procedures, must be treated as confidential, and you must not disclose it to any other person or entity. You must exercise caution when accessing your user account or the Nomad Platform from a public or shared computer or device so that others are not able to view or record your password or other Personal Information. You understand and agree that should you be provided a user account, your user account is personal to you, and you agree not to provide any person with access to the Nomad Platform or portions of it using your username, password, or other security information. You agree to notify us and the Partner immediately of any unauthorized access to or use of your username or password or any other breach of security. You also agree to ensure that you log out from your user account at the end of each session. You are responsible for any password misuse or any unauthorized access resulting from your failure to comply with this Section.
(iv) Where we make multi-factor authentication or other security controls available or mandatory, you agree to enroll in and use such controls as directed. We may, in our sole discretion, disable or suspend any user account that we believe has been compromised or is being used in breach of this Agreement.
(v) You are prohibited from attempting to circumvent and from violating the security of the Nomad Platform.
5. INTELLECTUAL PROPERTY RIGHTS
(i) You understand and agree that the Nomad Platform and its entire contents, features, and functionality, including, but not limited to, all information, software, code, data, text, displays, graphics, photographs, images, video, audio, music, broadcast, design, presentation, website layout, selection, and arrangement, are owned by Nomad, the Nomad Affiliates, their licensors, or other providers of such material and are protected in all forms by intellectual property laws including, without limitation, copyright, trademark, patent, trade secret, and any other proprietary rights.
(ii) Subject to your compliance with this Agreement, Nomad grants you a limited, non-exclusive, non-transferable, non-sublicensable, revocable licence to access and use the Nomad Platform solely on behalf of the Partner, for the Partner's internal business purposes, and in accordance with the Partnership Agreement and the permissions assigned to you. No rights or licences are granted except as expressly set forth in this Agreement. All other rights are reserved.
(iii) As between the parties to this Agreement, the Partner or an Authorized User owns all worldwide right, title and interest in and to the Partner Data provided by the Partner or an Authorized User to Nomad or a Nomad Affiliate as part of the Nomad Services, as applicable. As between the parties to this Agreement, Nomad and the Nomad Affiliates own and retain all worldwide right, title and interest in and to (a) the Nomad Platform and the Nomad Services and all improvements, enhancements or modifications thereto, (b) any software, applications, inventions, Derived Data, or other technology developed in connection with the Nomad Platform or the Nomad Services, and (c) all intellectual property rights in or related to any of the foregoing, unless otherwise provided in this Agreement.
(iv) Notwithstanding anything to the contrary, Nomad and the Nomad Affiliates shall have the right to collect and analyze data and other information relating to the provision, use and performance of various aspects of the Nomad Platform and the Nomad Services, and related systems and technologies ("Derived Data"), and Nomad and the Nomad Affiliates will be free (during and after the term hereof) to use such Derived Data to improve and enhance the Nomad Platform and the Nomad Services and related systems and technologies and for other development, analysis, statistical, diagnostic and corrective purposes in connection with the Nomad Platform, the Nomad Services and other Nomad offerings, solely in anonymized form in connection with its business.
(v) If you provide Nomad with any suggestions, comments, ideas or other feedback relating to the Nomad Platform or the Nomad Services ("Feedback"), you agree that Nomad and the Nomad Affiliates may use and exploit such Feedback for any purpose without restriction or any obligation to you.
(vi) The Nomad name, the Nomad logo, and all related names, logos, product and service names, designs and slogans are trademarks of Nomad or the Nomad Affiliates. The Nomad Platform may be presented to you or to Partner Customers under the Partner's branding, or on a co-branded basis, in accordance with the Partnership Agreement; such presentation does not transfer any ownership of, or grant you any rights in, the Nomad Platform or any trademarks of Nomad or the Nomad Affiliates. You must not use such marks except as permitted by the Partnership Agreement or with the prior written permission of Nomad.
6. CONDITIONS OF USE
(i) As a condition of your access to and use of the Nomad Platform, you agree that you may use the Nomad Platform only for lawful purposes, only on behalf of the Partner, and in accordance with the terms and conditions of this Agreement. You agree that your use of the Nomad Platform will not violate any applicable law.
(ii) Without limiting the foregoing, you agree that you will not:
(a) use the Nomad Platform for any purpose other than the Partner's internal business purposes, or in any way that exceeds the roles and permissions assigned to you by the Partner;
(b) use the Nomad Platform in any manner that violates any applicable federal, provincial, state, local or international law or regulation;
(c) impersonate or attempt to impersonate Nomad, a Nomad Affiliate, the Partner, another Authorized User, or any other person or entity, or submit any information that is false, inaccurate or misleading;
(d) introduce any viruses, trojan horses, worms, logic bombs, or other material that is malicious or technologically harmful;
(e) attempt to gain unauthorized access to, interfere with, damage, or disrupt any part of the Nomad Platform, the server on which the Nomad Platform is stored, or any server, computer, database or user account connected to the Nomad Platform;
(f) copy, modify, adapt, translate, reverse engineer, decompile, disassemble or otherwise attempt to derive the source code of any portion of the Nomad Platform, or create derivative works based on the Nomad Platform;
(g) use any robot, spider, scraper, or other automated device, process, or means to access the Nomad Platform or to extract data from it, other than through interfaces expressly made available by Nomad for that purpose;
(h) access, download, copy, disclose or use any Partner Data, Partner Customer Data or other data available through the Nomad Platform for any purpose other than the Partner's authorized business purposes, or in any manner that is inconsistent with the Partner's instructions, the Partnership Agreement or applicable privacy law;
(i) use the Nomad Platform to develop, market or provide any product or service that competes with the Nomad Platform or the Nomad Services;
(j) remove, obscure or alter any copyright, trademark or other proprietary rights notices on the Nomad Platform; or
(k) otherwise attempt to interfere with the proper working of the Nomad Platform.
(iii) Nomad may monitor your use of the Nomad Platform to ensure compliance with this Agreement and applicable law, and may investigate any suspected breach of this Agreement, including by disclosing information to the Partner or to law enforcement authorities where Nomad considers it appropriate.
7. ELECTRONIC COMMUNICATIONS
(i) By using the Nomad Platform, you consent to receive communications from Nomad and the Nomad Affiliates electronically, including through the Nomad Platform, by email, by text message, or by mobile push notification, using the contact information associated with your user account. You agree that all agreements, notices, disclosures, and other communications that we provide to you electronically satisfy any legal requirement that such communications be in writing.
(ii) Certain communications are necessary for the operation of the Nomad Platform (including security alerts, service notices and transaction-related messages) and you may not be able to opt out of them while you maintain a user account. Where the Nomad Platform allows you to manage your notification preferences, you may do so at any time.
(iii) If you access the Nomad Platform through a mobile application or device, standard messaging, data and other charges of your carrier or service provider may apply and are your responsibility (or the Partner's responsibility, as applicable).
8. MOBILE APPLICATIONS
(i) Licence and updates. Where Nomad or a Nomad Affiliate makes a mobile application available (an "App"), the licence granted in Section 5(ii) includes the right to download and install the App on a mobile device that you own or control and to use it solely in accordance with this Agreement. Nomad may issue updates, upgrades and patches to the App from time to time, which may be installed automatically depending on your device settings. You agree to install updates promptly, and you acknowledge that earlier versions of the App may cease to function or to be supported.
(ii) Device permissions and location. The App may request access to device features and data, including location, camera, photo library, contacts, biometric authentication and notifications. Certain features, including features enabled by the Partner such as vehicle or driver tracking, route or fuel-stop optimization, and fuel-station locators, may collect precise location information, including in the background while the App is running, where you have granted the applicable permission. You may manage or withdraw permissions at any time through your device settings, and doing so may limit the functionality available to you. Location and other device information is processed in accordance with Section 11 and the Privacy Policy. The Partner is responsible for providing you with any notice, and obtaining any consent, that applicable law requires in respect of location tracking or monitoring of its personnel.
(iii) Security of your device. You are responsible for keeping your device's operating system current and for securing your device (including with a passcode or biometric lock). You must not use the App on a device that has been jailbroken, rooted or otherwise modified to circumvent its security controls, and Nomad may disable the App on any device it reasonably believes to be compromised.
(iv) App stores. The App may be distributed through the Apple App Store, Google Play or another third-party platform (each, an "App Store"). Your download and use of the App are also subject to the terms and policies of the applicable App Store. Nomad does not control the availability of the App on any App Store and is not responsible for any App Store's acts or omissions.
(v) Terms required by Apple. If you obtained the App from the Apple App Store, you and Nomad acknowledge and agree that: (a) this Agreement is concluded between you and Nomad only, and not with Apple Inc. or its subsidiaries ("Apple"), and Nomad, not Apple, is solely responsible for the App and its content; (b) the licence granted to you for the App is limited to a non-transferable licence to use the App on Apple-branded products that you own or control, as permitted by the Usage Rules set out in Apple's Media Services Terms and Conditions, except that the App may be accessed and used by other accounts associated with you via family sharing or volume purchasing where available; (c) Apple has no obligation whatsoever to furnish any maintenance or support services with respect to the App; (d) Nomad, not Apple, is responsible for any product warranties, whether express or implied by law, to the extent not effectively disclaimed, and in the event of any failure of the App to conform to any applicable warranty, you may notify Apple, and Apple will refund the purchase price (if any) for the App to you, and to the maximum extent permitted by applicable law Apple will have no other warranty obligation whatsoever with respect to the App; (e) Nomad, not Apple, is responsible for addressing any claims by you or any third party relating to the App or your possession or use of the App, including product liability claims, any claim that the App fails to conform to any applicable legal or regulatory requirement, and claims arising under consumer protection, privacy or similar legislation; (f) in the event of any third-party claim that the App or your possession and use of the App infringes that third party's intellectual property rights, Nomad, not Apple, will be solely responsible for the investigation, defence, settlement and discharge of such claim; (g) you represent and warrant that you are not located in a country that is subject to a United States Government embargo or that has been designated by the United States Government as a "terrorist supporting" country, and that you are not listed on any United States Government list of prohibited or restricted parties; (h) Apple and Apple's subsidiaries are third-party beneficiaries of this Agreement as it relates to the App, and upon your acceptance of this Agreement Apple will have the right (and will be deemed to have accepted the right) to enforce this Agreement against you as a third-party beneficiary; and (i) questions, complaints or claims relating to the App may be directed to Nomad Inc., 149 East Liberty Street, Suite 606, Toronto, Ontario M6K 3K4, privacy@nomad.io.
(vi) Terms applicable to Google Play. If you obtained the App from Google Play, you acknowledge that this Agreement is between you and Nomad only, and not with Google LLC or its affiliates ("Google"); that Google is not responsible for the App or its content, and has no obligation to provide maintenance or support for it; and that Google is a third-party beneficiary of this Agreement as it relates to the App and may enforce it against you.
(vii) Export controls. The App and related technology may be subject to the export control and sanctions laws of Canada and the United States. You agree to comply with all such laws and not to export, re-export or transfer the App in violation of them.
9. THIRD-PARTY SERVICES AND LINKS
(i) The Nomad Platform may contain links to, or integrations with, websites, applications, content or services operated by third parties, including suppliers, payment networks, financial institutions and other service providers of Nomad or the Nomad Affiliates (collectively, "Third-Party Services"). Third-Party Services are provided for your convenience only. Nomad does not control, endorse, or assume responsibility for any Third-Party Services, and your use of any Third-Party Services is at your own risk and subject to the terms and privacy policies of the applicable third party.
(ii) Except as expressly provided in the Partnership Agreement, neither Nomad nor any Nomad Affiliate is a party to, or responsible for, any transaction, dispute or arrangement between you or the Partner and any third party that is facilitated through or referenced on the Nomad Platform.
10. DISCLAIMER OF WARRANTIES
(i) YOU UNDERSTAND AND AGREE THAT YOUR USE OF THE NOMAD PLATFORM, ITS CONTENT, AND ANY SERVICES OR ITEMS FOUND OR ATTAINED THROUGH OUR WEBSITE OR THE NOMAD PLATFORM IS AT YOUR OWN RISK. THE NOMAD PLATFORM, ITS CONTENT, AND ANY SERVICES OR ITEMS FOUND OR ATTAINED THROUGH THE NOMAD PLATFORM ARE PROVIDED ON AN "AS IS" AND "AS AVAILABLE" BASIS, WITHOUT ANY WARRANTIES OR CONDITIONS OF ANY KIND, EITHER EXPRESS OR IMPLIED INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR NON-INFRINGEMENT. THE FOREGOING DOES NOT AFFECT ANY WARRANTIES THAT CANNOT BE EXCLUDED OR LIMITED UNDER APPLICABLE LAW.
(ii) NEITHER NOMAD NOR THE NOMAD AFFILIATES, OR THEIR RESPECTIVE DIRECTORS, OFFICERS, EMPLOYEES, AGENTS, SERVICE PROVIDERS, CONTRACTORS, LICENSORS, LICENSEES, SUPPLIERS, OR SUCCESSORS MAKE ANY WARRANTY, REPRESENTATION, OR ENDORSEMENT WITH RESPECT TO THE COMPLETENESS, SECURITY, RELIABILITY, SUITABILITY, ACCURACY, CURRENCY, OR AVAILABILITY OF THE NOMAD PLATFORM OR ITS CONTENTS. WITHOUT LIMITING THE FOREGOING, NEITHER NOMAD NOR THE NOMAD AFFILIATES OR THEIR RESPECTIVE DIRECTORS, OFFICERS, EMPLOYEES, AGENTS, SERVICE PROVIDERS, CONTRACTORS, LICENSORS, LICENSEES, SUPPLIERS, OR SUCCESSORS REPRESENT OR WARRANT THAT THE NOMAD PLATFORM, ITS CONTENT, OR ANY SERVICES OR ITEMS FOUND OR ATTAINED THROUGH THE NOMAD PLATFORM WILL BE ACCURATE, RELIABLE, ERROR-FREE, OR UNINTERRUPTED, THAT DEFECTS WILL BE CORRECTED, OR THAT THE NOMAD PLATFORM OR THE SERVER THAT MAKES IT AVAILABLE ARE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS.
(iii) INFORMATION DISPLAYED ON THE NOMAD PLATFORM, INCLUDING BALANCES, LIMITS, TRANSACTION DATA, PRICING, REPORTS AND ANALYTICS, MAY BE SUBJECT TO DELAY, UPDATE OR CORRECTION AND IS PROVIDED FOR INFORMATIONAL PURPOSES ONLY. NOMAD DOES NOT WARRANT THAT ANY SUCH INFORMATION IS ACCURATE OR COMPLETE AT ANY GIVEN TIME, AND THE PARTNERSHIP AGREEMENT GOVERNS THE RIGHTS AND OBLIGATIONS OF THE PARTNER WITH RESPECT TO ANY SUCH INFORMATION.
11. PERSONAL INFORMATION AND PRIVACY
(i) Personal Information about you, including your identity and contact information, your role and employment or engagement status with the Partner, device and technical information, location information (where enabled by the Partner or by you), and information about your activity on the Nomad Platform, will be collected, used, disclosed, stored and otherwise processed in accordance with the Privacy Policy, which is incorporated into this Agreement by reference. By using the Nomad Platform, you acknowledge that you have read and understood the Privacy Policy.
(ii) You acknowledge that Nomad and the Nomad Affiliates process your Personal Information primarily on behalf of, and at the direction of, the Partner in connection with the Nomad Services, and that Nomad and the Nomad Affiliates may disclose information about your use of the Nomad Platform to the Partner, including activity logs, audit trails, records of decisions and approvals entered by you, and transaction records. Requests relating to Personal Information that Nomad holds on behalf of the Partner may be directed to the Partner, and Nomad may refer any such request that it receives from you to the Partner.
(iii) Nomad and the Nomad Affiliates may share Personal Information and Partner Data among themselves, and with their service providers, as reasonably necessary to provide, secure, support and improve the Nomad Platform and the Nomad Services, in each case in accordance with the Privacy Policy and applicable privacy law.
(iv) Any Personal Information about you that the Partner provides to Nomad or a Nomad Affiliate is subject to the Partner's own privacy practices, and the Partner is responsible for having the authority and any required consents to provide it.
12. LIMITATION ON LIABILITY
(i) EXCEPT WHERE SUCH EXCLUSIONS ARE PROHIBITED BY LAW AND TO THE EXTENT PERMITTED BY LAW, UNDER NO CIRCUMSTANCE WILL NOMAD NOR THE NOMAD AFFILIATES, OR THEIR RESPECTIVE DIRECTORS, OFFICERS, EMPLOYEES, AGENTS, SERVICE PROVIDERS, CONTRACTORS, LICENSORS, LICENSEES, SUPPLIERS, OR SUCCESSORS BE LIABLE FOR NEGLIGENCE, GROSS NEGLIGENCE, NEGLIGENT MISREPRESENTATION, FUNDAMENTAL BREACH, DAMAGES OF ANY KIND, UNDER ANY LEGAL THEORY, INCLUDING ANY DIRECT, INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES, INCLUDING, BUT NOT LIMITED TO, PERSONAL INJURY, PAIN AND SUFFERING, EMOTIONAL DISTRESS, LOSS OF REVENUE, LOSS OF PROFITS, LOSS OF BUSINESS OR ANTICIPATED SAVINGS, LOSS OF USE, LOSS OF GOODWILL, LOSS OF DATA, AND WHETHER CAUSED BY TORT, BREACH OF CONTRACT, BREACH OF PRIVACY, OR OTHERWISE, EVEN IF THE PARTY WAS ALLEGEDLY ADVISED OR HAD REASON TO KNOW, ARISING OUT OF OR IN CONNECTION WITH YOUR USE, OR INABILITY TO USE, OR RELIANCE ON, THE NOMAD PLATFORM, THE NOMAD SERVICES, ANY LINKED WEBSITES OR SUCH OTHER THIRD-PARTY SERVICES, NOR ANY WEBSITE CONTENT, MATERIALS, POSTING, OR INFORMATION THEREON.
(ii) TO THE EXTENT THAT THE EXCLUSIONS IN SECTION 12(i) ARE HELD TO BE UNENFORCEABLE, THE TOTAL AGGREGATE LIABILITY OF NOMAD AND THE NOMAD AFFILIATES TO YOU FOR ALL CLAIMS ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT OR YOUR USE OF THE NOMAD PLATFORM SHALL NOT EXCEED ONE HUNDRED CANADIAN DOLLARS (CAD $100.00). THIS SECTION DOES NOT LIMIT ANY LIABILITY OF NOMAD OR A NOMAD AFFILIATE TO THE PARTNER UNDER THE PARTNERSHIP AGREEMENT, WHICH IS GOVERNED EXCLUSIVELY BY THE PARTNERSHIP AGREEMENT.
13. INDEMNIFICATION
To the maximum extent permitted by applicable law, you agree to defend, indemnify, and hold harmless Nomad and the Nomad Affiliates, and their respective directors, officers, employees, agents, service providers, contractors, licensors, suppliers, successors, and assigns from and against any claims, liabilities, damages, judgments, awards, losses, costs, expenses, or fees (including reasonable legal fees) arising out of or relating to your breach of this Agreement or your use of the Nomad Platform, including, but not limited to, Third-Party Services, any use of the Nomad Platform's content, services, and products other than as expressly authorized in this Agreement, or any use of the Nomad Platform that exceeds the authorization granted to you by the Partner.
14. SUSPENSION AND TERMINATION
(i) Nomad may suspend, restrict or terminate your access to all or any part of the Nomad Platform at any time, with or without notice and without liability to you, including if: (a) you breach or Nomad reasonably suspects that you have breached this Agreement; (b) the Partner instructs Nomad to do so or removes you as an Authorized User; (c) the Partnership Agreement expires or is terminated (subject to any transition period provided for in the Partnership Agreement), or the Partner's access to the Nomad Platform is suspended; (d) Nomad reasonably believes that your user account has been compromised or is being used fraudulently or in a manner that poses a security risk; or (e) Nomad is required to do so by applicable law or by a governmental or regulatory authority.
(ii) Upon any suspension or termination of your access, the licence granted to you in Section 5(ii) terminates immediately and you must cease all use of the Nomad Platform. Sections 5, 8, 10, 11, 12, 13, 14(ii), 15, 16 and 17, and any other provisions of this Agreement that by their nature are intended to survive, will survive any suspension or termination of your access and any termination of this Agreement.
15. GOVERNING LAW AND JURISDICTION
(i) This Agreement is governed by and construed in accordance with the laws of the Province of Ontario and the federal laws of Canada applicable therein, without regard to conflict of laws principles.
(ii) You irrevocably consent to the exclusive jurisdiction of the courts of the Province of Ontario for all matters arising out of or in connection with this Agreement or your use of the Nomad Platform, and waive any objection to the venue of any such proceeding in such courts. Notwithstanding the foregoing, Nomad may seek injunctive or other equitable relief in any court of competent jurisdiction to protect its intellectual property rights or the security of the Nomad Platform.
16. SEVERABILITY
If any term or provision of this Agreement is invalid, illegal, or unenforceable in any jurisdiction, such invalidity, illegality, or unenforceability shall not affect any other term or provision of this Agreement or invalidate or render unenforceable such term or provision in any other jurisdiction.
17. GENERAL
(i) Entire Agreement. This Agreement, together with the Privacy Policy and any Additional Terms, constitutes the entire agreement between you and Nomad with respect to your access to and use of the Nomad Platform and supersedes all prior or contemporaneous understandings and agreements, whether written or oral, with respect to that subject matter. For certainty, this Agreement does not supersede or amend the Partnership Agreement.
(ii) Waiver. No failure or delay by Nomad in exercising any right or power under this Agreement shall operate as a waiver thereof, nor shall any single or partial exercise of any such right or power preclude any other or further exercise thereof. No waiver of any provision of this Agreement shall be effective unless in writing and signed by Nomad.
(iii) Assignment. Nomad may assign or transfer this Agreement, or any of its rights or obligations under it, to any Nomad Affiliate or to any successor to all or substantially all of its business or assets, without notice to or consent from you. You may not assign or transfer this Agreement or any of your rights or obligations under it, and any purported assignment in violation of this Section is void.
(iv) Third-Party Beneficiaries. Each Nomad Affiliate is an intended third-party beneficiary of this Agreement and is entitled to enforce the provisions of this Agreement that are expressed to be for its benefit. Except as expressly provided in this Section, this Agreement does not confer any rights or remedies on any person other than you and Nomad.
(v) Force Majeure. Nomad shall not be liable for any delay or failure in performance of, or in the availability of, the Nomad Platform when and to the extent such failure or delay is caused by or results from events beyond Nomad's reasonable control, including acts of God, flood, fire, earthquake, epidemic, war, terrorism, civil unrest, labour stoppages, strikes, government order or law, failures of telecommunications or internet service providers, or failures of Third-Party Services.
(vi) Notices to Nomad. Any questions, notices or requests regarding this Agreement may be directed to Nomad Inc. at privacy@nomad.io or such other contact as Nomad may designate from time to time on the Nomad Platform.
(vii) Language. The parties have expressly requested and required that this Agreement and all related documents be drawn up in the English language. Les parties conviennent et exigent expressément que ce contrat et tous les documents qui s'y rapportent soient rédigés en anglais.
(viii) Headings. Section headings are for convenience of reference only and do not affect the interpretation of this Agreement.
YOU ACKNOWLEDGE AND AGREE THAT YOU HAVE REVIEWED THIS AGREEMENT, INCLUDING THE PRIVACY POLICY AND ANY ADDITIONAL TERMS INCORPORATED BY REFERENCE HEREIN, THAT YOU HAVE HAD AN OPPORTUNITY TO SEEK THE ADVICE OF LEGAL AND OTHER COUNSEL IN RESPECT OF THIS AGREEMENT, AND THAT YOU HAVE AVAILED YOURSELF OF SUCH OPPORTUNITY AND OBTAINED WHATEVER ADVICE NECESSARY TO ENSURE THAT YOU FULLY UNDERSTAND AND APPRECIATE YOUR RIGHTS AND OBLIGATIONS HEREUNDER.
