Version Date: October 1, 2026
PART A – GENERAL TERMS
Part A applies to every person who accesses or uses the Nomad Platform.
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) Who "you" are. You are accessing the Nomad Platform as an individual acting on behalf of a business(your "Organization"). Your Organization is either: (a) a Client, being an entity that has entered into a separate written agreement with Nomad or a Nomad Affiliate (a "Client Agreement") under which it participates in one or more Nomad Services; or (b) a Partner Customer, being an entity whose access to the Nomad Platform is made available by or on behalf of a Partner under the Partner's own agreement with that entity. An Organization may be both. References to "you" and "your" are to the individual Authorized User and, where the context requires, to the Organization. If your Organization is a Partner Customer, Part B of thisAgreement also applies.
(iii) What this Agreement does and does not cover. This Agreement governs access to and use of the Nomad Platform. The commercial relationship of your Organization, including any fuel, payment, factoring, financing or other program in which it participates, is governed by the applicable Client Agreement with Nomad or a Nomad Affiliate or, for a Partner Customer, by its agreement with the Partner. This Agreement does not create any commercial, credit, payment, agency, fiduciary, employment or other relationship between you or your Organization and Nomad beyond access to and use of the Nomad Platform, and it does not amend, supplement or replace any Client Agreement, Partner Agreement or Partnership Agreement.
(iv) Acceptance. By accessing or using the Nomad Platform, you affirm that you are of legal age to enter into thisAgreement under applicable law, that you have been duly authorized by your Organization to access and use the Nomad Platform on its behalf and to bind it to this Agreement, and you accept and are bound by the terms and conditions of this Agreement on your own behalf and on behalf of your Organization. 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.
(v) One acceptance. Your acceptance of this Agreement applies to all of your access to and use of the Nomad Platform, for every Nomad Service, program or Partner relationship through which you or your Organization access it now or in the future. You will not be required to accept this Agreement again when your Organization adds a Nomad Service or begins accessing the Nomad Platform through a Partner, although Additional Terms may apply as described in Section 3(v).
(vi) Changes to this Agreement. We reserve the right in our sole discretion to revise and update the terms and conditions of this Agreement from time to time. We will post the revised version on the Nomad Platform, update the Version Date, and, for material changes, give notice through the Nomad Platform or by email before the change takes effect. Any and all such modifications apply to all access to and continued use of the Nomad Platform after the effective date, and your continued use of the Nomad Platform after that date constitutes your acceptance of the revised terms. We may also require you to affirmatively accept a revised version when you next log in. You agree to periodically review these terms and conditions to be aware of any such modifications.
(vii) 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 thisAgreement, 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 owner, officer, employee, contractor, agent, driver, dispatcher, operator, bookkeeper, administrator or other representative of an Organization, who accesses or uses the Nomad Platform on behalf of that Organization.
“Client” has the meaning set out in Section 1(ii).
“Client Agreement” has the meaning set out in Section 1(ii), and includes any product-specificterms, schedules, exhibits, fee schedules, order forms or other documents forming part of, or incorporated by reference into, such agreement.
“Client Data” means any non-public data, documents, records or information provided by or on behalf of an Organization or an Authorized User to Nomad or a Nomad Affiliate through or in connection with the Nomad Platform, or relating to the Organization and generated or processed on the Nomad Platform, including, if any, Personal Information about an Authorized User or any other individual.
“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, whether under Nomad's branding, a Partner's branding or on a co-branded basis, through which Organizations and Authorized Users access and use the NomadServices, 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 on or through the Nomad Platform from time to time, whether existing on the Version Date or introduced later, including any operational, administrative, servicing, communication or reporting functions that Nomad or a Nomad Affiliate performs on behalf of, or as agent for, a Partner.
“Organization” has the meaning set out in Section 1(ii).
“Partner” means an entity that has engaged Nomad or a Nomad Affiliate under a Partnership Agreement and that makes the Nomad Platform available to its own customers, and includes the Partner's successors and permitted assigns.
“Partner Agreement” means the separate written agreement between a Partner Customer and a Partner governing their commercial relationship, including any factoring, financing, payment, fuel or other program, and any schedules, fee schedules, notices or amendments forming part of it.
“Partner Customer” has the meaning set out in Section 1(ii).
“Partnership Agreement” means the separate written agreement between a Partner and Nomad or a Nomad Affiliate under which the Nomad Platform and Nomad Services are provided to or through the Partner.
“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.
“Submission” has the meaning set out in Section 3(ii).
“Third-PartyServices” has the meaning set out in Section 9(i).
3. ACCESS ON BEHALF OF YOUR ORGANIZATION
(i) Source and scope of access. Your right to access and use the Nomad Platform is derived from your Organization'srights under its Client Agreement or, for a Partner Customer, from the access made available by or on behalf of the Partner, and is limited to the purposes, roles and permissions assigned to you by your Organization (or, where applicable, by the Partner). You agree to use the Nomad Platform only on behalf of your Organization, for its internal business purposes, and in accordance with any instructions, policies and controls your Organization has established for its Authorized Users.
(ii) Reliance on your instructions. Any instruction, request, invoice, schedule, document, approval, acknowledgement, transaction or other communication made through your user account (each, a "Submission") is deemed to have been made and authorized by your Organization. Nomad, each Nomad Affiliate and, where applicable, the Partner may rely on and act upon any Submission without any obligation to verify it, and any such action is binding on your Organization under the applicable Client Agreement or Partner Agreement. You are responsible for ensuring that each Submission is accurate, complete and not misleading.
(iii) Roles, permissions and Authorized Users. Your Organization, or any administrator it designates, may determine, assign, modify, restrict or revoke your role, permissions and access rights at any time. Your Organization is responsible for all of its Authorized Users, for ensuring that each of them complies with this Agreement, and for all activity that occurs under their user accounts, whether or not authorized. Your Organization must promptly remove access for individuals who cease to be its Authorized Users. Nomad may, but is not obligated to, act on any instruction relating to Authorized Users that it receives from your Organization or, where applicable, from the Partner, and may limit or disable any functionality for any Authorized User in its sole discretion.
(iv) Organization responsibility. Nothing in this Agreement limits your Organization's responsibility under its Client Agreement or Partner Agreement for the acts and omissions of its Authorized Users. You acknowledge that your Organization is responsible under the applicable agreement for all fees, charges, transactions, obligations and liabilities arising from your use of the Nomad Platform and the Nomad Serviceson its behalf. No fees are payable by you personally to Nomad under thisAgreement.
(v) Additional Terms. Certain NomadServices accessible through the Nomad Platform may be subject to additionalterms, guidelines, policies or instructions that are presented to you within the Nomad Platform or that form part of a Client Agreement (collectively, "Additional Terms"). Additional Terms are incorporated into this Agreement by reference and may be presented to you when you first use the applicable Nomad Service, including a Nomad Service introduced after the Version Date. 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 your Organization and Nomad or any Nomad Affiliate, the Client Agreement governs in the event of any conflict with this Agreement regarding the matters it covers. As between a Partner Customer and a Partner, the Partner Agreement governs. Nothing in this Agreement grants you or your Organization any rights or remedies under a Partnership Agreement, and neither of you has any right to enforce a Partnership Agreement.
(vii) Termination of authorization. Your access to the Nomad Platform may be suspended, restricted or terminated immediately: (a) on the instruction of your Organization or, where applicable, the Partner; (b) upon the expiry or termination of the applicable Client Agreement, Partner Agreement or Partnership Agreement (subject to any transition period provided for in the Partnership Agreement); (c) when you cease to be an owner, employee, contractor, agent or representative of your Organization; 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 11below. The safety and security of your information also depend on you. You are responsible for obtaining your 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. 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 your Organization and us 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. The presentation of the Nomad Platform under a Partner'sbranding or on a co-branded basis does not affect Nomad's ownership of the Nomad Platform.
(ii) Subject to your compliance with thisAgreement, Nomad grants you a limited, non-exclusive, non-transferable,non-sublicensable, revocable licence to access and use the Nomad Platform solely on behalf of your Organization, for its internal business purposes, and in accordance with the applicable Client Agreement or Partner 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, your Organization owns all worldwide right, title and interest in and to the Client Data it provides, subject to any rights of a Partner in such Client Data under the applicable Partner Agreement. As between the parties to thisAgreement, 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 thisAgreement. Your Organization grants Nomad and the Nomad Affiliates a non-exclusive, royalty-free licence to host, store, process, transmit, display and disclose Client Data as necessary to provide the Nomad Platform and the Nomad Services to your Organization and, where applicable, to the Partner, and as otherwise permitted by this Agreement.
(iv) Notwithstanding anything to the contrary, Nomad and the Nomad Affiliates shall have the right to collect and analyze dataand other information relating to the provision, use and performance of variousaspects of the Nomad Platform and the Nomad Services, and related systems andtechnologies ("Derived Data"), and Nomad and the NomadAffiliates will be free (during and after the term hereof) to use such DerivedData to improve and enhance the Nomad Platform and the Nomad Services andrelated systems and technologies and for other development, analysis, statistical, diagnostic and corrective purposes in connection with the NomadPlatform, the Nomad Services and other Nomad offerings, solely in anonymizedform 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. You must not use such marks without 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 your Organization, 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 your Organization's internal business purposes, or in any way that exceeds the roles and permissions assigned to you;
(b use the Nomad Platform in any manner that violates any applicable federal, provincial, state, local or international law or regulation;
(c) submit any Submission that is false, fraudulent, duplicative, inaccurate or misleading, or that relates to goods or services that have not been delivered or performed, or impersonate or attempt to impersonate Nomad, a Nomad Affiliate, a Partner, your Organization, another Authorized User, or any other person or entity;
(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 Client Data or other data available through the Nomad Platform relating to any person other than your Organization, or use any data for any purpose other than your Organization's authorized business purposes or in any manner inconsistent with its instructions 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 or any suspected fraud, including by disclosing information to your Organization, to a Partner, to other affected persons, 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, whether on their own behalf or on behalf of a Partner, 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, statements and other communications that we provide to you electronically satisfy any legal requirement that such communications be in writing, and that a Submission or acknowledgement made electronically through the Nomad Platform has the same effect as a signed writing.
(ii) Certain communications are necessary for the operation of the Nomad Platform or for the administration of yourOrganization's Client Agreement or Partner Agreement (including security alerts, service notices, funding, payment and transaction-related messages, and verification requests) 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 yourOrganization's responsibility, as applicable).
8. MOBILE APPLICATIONS
(i) Licence and updates. Where Nomador 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 your Organization such as vehicle or driver tracking, route or fuel-stop optimization, and fuel-stationlocators, 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. Your Organization 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-partyplatform (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 youobtained the App from the Apple App Store, you and Nomad acknowledge and agreethat: (a) this Agreement is concluded between you and Nomad only, and not withApple Inc. or its subsidiaries ("Apple"), and Nomad, notApple, is solely responsible for the App and its content; (b) the licencegranted to you for the App is limited to a non-transferable licence to use theApp on Apple-branded products that you own or control, as permitted by the UsageRules set out in Apple's Media Services Terms and Conditions, except that theApp may be accessed and used by other accounts associated with you via familysharing or volume purchasing where available; (c) Apple has no obligationwhatsoever to furnish any maintenance or support services with respect to the App;(d) Nomad, not Apple, is responsible for any product warranties, whetherexpress or implied by law, to the extent not effectively disclaimed, and in theevent of any failure of the App to conform to any applicable warranty, you maynotify Apple, and Apple will refund the purchase price (if any) for the App toyou, and to the maximum extent permitted by applicable law Apple will have noother warranty obligation whatsoever with respect to the App; (e) Nomad, notApple, is responsible for addressing any claims by you or any third partyrelating to the App or your possession or use of the App, including productliability claims, any claim that the App fails to conform to any applicablelegal or regulatory requirement, and claims arising under consumer protection,privacy or similar legislation; (f) in the event of any third-party claim thatthe App or your possession and use of the App infringes that third party'sintellectual property rights, Nomad, not Apple, will be solely responsible forthe investigation, defence, settlement and discharge of such claim; (g) yourepresent and warrant that you are not located in a country that is subject toa United States Government embargo or that has been designated by the UnitedStates Government as a "terrorist supporting" country, and that youare not listed on any United States Government list of prohibited or restrictedparties; (h) Apple and Apple's subsidiaries are third-party beneficiaries ofthis Agreement as it relates to the App, and upon your acceptance of thisAgreement Apple will have the right (and will be deemed to have accepted theright) to enforce this Agreement against you as a third-party beneficiary; and(i) questions, complaints or claims relating to the App may be directed toNomad 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, credit information providers and other service providers of Nomad, the Nomad Affiliates or a Partner (collectively, "Third-PartyServices"). Third-Party Services are provided for your convenience only. Nomad does not control, endorse, or assume responsibility for anyThird-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 a Client Agreement, neither Nomad nor any Nomad Affiliate is a party to, or responsible for, any transaction, dispute or arrangement between you or your Organization and any Partner, account debtor, supplier or other 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 THENOMAD AFFILIATES OR THEIR RESPECTIVE DIRECTORS, OFFICERS, EMPLOYEES, AGENTS, SERVICEPROVIDERS, CONTRACTORS, LICENSORS, LICENSEES, SUPPLIERS, OR SUCCESSORSREPRESENT OR WARRANT THAT THE NOMAD PLATFORM, ITS CONTENT, OR ANY SERVICES ORITEMS FOUND OR ATTAINED THROUGH THE NOMAD PLATFORM WILL BE ACCURATE, RELIABLE, ERROR-FREE, OR UNINTERRUPTED, THAT DEFECTS WILL BE CORRECTED, OR THAT THE NOMADPLATFORM OR THE SERVER THAT MAKES IT AVAILABLE ARE FREE OF VIRUSES OR OTHERHARMFUL COMPONENTS.
(iii) INFORMATION DISPLAYED ON THE NOMADPLATFORM, INCLUDING BALANCES, LIMITS, ADVANCES, RESERVES, FEES, INVOICE AND PAYMENT STATUS, TRANSACTION DATA, PRICING, REPORTS AND ANALYTICS (INCLUDING ANY OUTPUT OF AUTOMATED OR ARTIFICIAL-INTELLIGENCE FEATURES), 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. THE APPLICABLE CLIENT AGREEMENT OR PARTNER AGREEMENT, AND THE RECORDS OF NOMAD, THE NOMAD AFFILIATE OR THE PARTNER THAT IS PARTY TO IT, GOVERN THE RIGHTS AND OBLIGATIONS OF YOUR ORGANIZATION WITH RESPECT TO ANY SUCH INFORMATION.
11. PERSONAL INFORMATION AND PRIVACY
(i) Personal Information about you and other individuals, including identity and contact information, your role and employment or engagement status with your Organization, business and financial information, information about account debtors, drivers and other individuals contained in Client Data, device and technical information, location information (where enabled by your Organization 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 and Client Data primarily on behalf of, and at the direction of, your Organization and, where applicable, 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 your Organization and, where applicable, to the Partner, including activity logs, transaction records and, where enabled, location information. Requests relating to Personal Information that Nomad holds on behalf of your Organization or a Partner may be directed to them, and Nomad may refer any such request that it receives from you accordingly.
(iii) Nomad and the Nomad Affiliates may share Personal Information and Client 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. Where a Nomad Affiliate offers products or services to your Organization directly, its use of information for that purpose is governed by the applicable Client Agreement and the Privacy Policy.
(iv) Your Organization represents and warrants that it has the authority and all consents required under applicable law to provide any Personal Information contained in Client Data (including Personal Information about its Authorized Users, drivers, employees, customers, account debtors and other individuals) to Nomad, the Nomad Affiliates and, where applicable, the Partner for the purposes described in this Agreement and the applicable Client Agreement or Partner Agreement.
12. LIMITATION ON LIABILITY
(i) EXCEPT WHERE SUCH EXCLUSIONS AREPROHIBITED BY LAW AND TO THE EXTENT PERMITTED BY LAW, UNDER NO CIRCUMSTANCEWILL 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, NEGLIGENTMISREPRESENTATION, FUNDAMENTAL BREACH, DAMAGES OF ANY KIND, UNDER ANY LEGALTHEORY, INCLUDING ANY DIRECT, INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL, ORPUNITIVE DAMAGES, INCLUDING, BUT NOT LIMITED TO, PERSONAL INJURY, PAIN ANDSUFFERING, EMOTIONAL DISTRESS, LOSS OF REVENUE, LOSS OF PROFITS, LOSS OFBUSINESS OR ANTICIPATED SAVINGS, LOSS OF USE, LOSS OF GOODWILL, LOSS OF DATA,AND WHETHER CAUSED BY TORT, BREACH OF CONTRACT, BREACH OF PRIVACY, OROTHERWISE, 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 RELIANCEON, THE NOMAD PLATFORM, THE NOMAD SERVICES, ANY LINKED WEBSITES OR SUCH OTHERTHIRD-PARTY SERVICES, NOR ANY WEBSITE CONTENT, MATERIALS, POSTING, ORINFORMATION THEREON.
(ii) TO THE EXTENT THAT THE EXCLUSIONS INSECTION 12(i) ARE HELD TO BE UNENFORCEABLE, THE TOTAL AGGREGATE LIABILITY OFNOMAD AND THE NOMAD AFFILIATES TO YOU UNDER THIS AGREEMENT 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 YOUR ORGANIZATION UNDER A CLIENT AGREEMENT, OR ANY LIABILITY OF A PARTNER TO YOUR ORGANIZATION UNDER A PARTNER AGREEMENT, EACH OF WHICH IS GOVERNED EXCLUSIVELY BY THAT AGREEMENT.
13. INDEMNIFICATION
To the maximum extentpermitted by applicable law, you and your Organization agree to defend, indemnify, and hold harmless Nomad and the Nomad Affiliates, and theirrespective directors, officers, employees, agents, service providers, contractors, licensors, suppliers, successors, and assigns from and against anyclaims, liabilities, damages, judgments, awards, losses, costs, expenses, orfees (including reasonable legal fees) arising out of or relating to yourbreach of this Agreement, your use of the Nomad Platform, any Submission(including any false, fraudulent, duplicative or inaccurate Submission), anyClient Data, any claim by an account debtor or other third party relating toyour Organization's business, any use of the Nomad Platform's content, services, and products other than as expressly authorized in this Agreement, or any useof the Nomad Platform that exceeds the authorization granted to you by yourOrganization.
14. SUSPENSION AND TERMINATION
(i) Nomad may suspend, restrict orterminate 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) youbreach or Nomad reasonably suspects that you have breached this Agreement; (b)your Organization or, where applicable, the Partner instructs Nomad to do so orremoves you as an Authorized User; (c) the applicable Client Agreement, PartnerAgreement or Partnership Agreement expires or is terminated (subject to anytransition period provided for in the Partnership Agreement), or yourOrganization's access to the Nomad Platform is suspended; (d) Nomad reasonablybelieves that your user account has been compromised or is being usedfraudulently or in a manner that poses a security risk to the Nomad Platform orany other person; or (e) Nomad is required to do so by applicable law or by agovernmental 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. Suspension or termination of access to the Nomad Platform does not, by itself, terminate any Client Agreement or Partner Agreement or affect any rights or obligations under them. Sections 5, 8, 10, 11, 12, 13, 14(ii), 15, 16 and 17, Part B to the extent applicable, 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. For certainty, this Section does not apply to disputes under a Client Agreement or a Partner Agreement, which are governed by that agreement.
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. ThisAgreement, 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, including any earlier version of these terms and conditions. For certainty, this Agreement does not supersede or amend any Client Agreement, Partner Agreement or 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 and, where Part B applies, the Partner is an intendedthird-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, internet, banking or payment systems, cyberattacks, or failures of Third-PartyServices.
(vi) Notices to Nomad. Any questions, notices, or requests regarding this Agreement may be directed to Nomad Inc. atprivacy@nomad.io or such other contact as Nomad may designate from time to time on the Nomad Platform. Questions regarding a Client Agreement should be directed to the Nomad entity that is party to it, and questions regarding a Partner Agreement should be directed to the Partner.
(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 and Part headings are for convenience of reference only and do not affect the interpretation of this Agreement.
PART B – ADDITIONAL TERMS FOR ACCESS THROUGH A PARTNER
Part B applies only where your Organization is a Partner Customer. Where Part B applies, and conflicts with Part A, Part B prevails.
18. APPLICATION OF PART B
(i) This Part B applies where your Organization accesses the Nomad Platform as a Partner Customer, whether or not it is also a Client. Where your Organization is both a Client and a Partner Customer, Part B applies only to the Nomad Services accessed through the Partner, and the applicable Client Agreement continues to govern the NomadServices your Organization receives directly from Nomad or a Nomad Affiliate.
(ii) The Partner has engaged Nomad (or a Nomad Affiliate) under a Partnership Agreement to provide the Nomad Platform and to perform certain services on the Partner's behalf. Your Organization is not a party to the Partnership Agreement, and Nomad is not a party to the Partner Agreement.
19. ROLE OF NOMAD
(i) Access through the Partner. YourOrganization's access to the Nomad Platform is made available by or on behalf of the Partner under the Partnership Agreement, and is limited to the purposes, features and permissions that the Partner (or Nomad acting on the Partner'sinstructions) has enabled. The Partner may determine, assign, modify, restrictor revoke the access of your Organization and any of its Authorized Users at any time.
(ii) Nomad acts for the Partner. You and your Organization acknowledge and agree that, in operating the Nomad Platform and performing the Nomad Services in connection with the Partner Agreement, Nomad and the Nomad Affiliates act as service provider to, and where applicable as agent of, the Partner, and not as your Organization's agent, adviser or fiduciary. The Partner remains the principal in, and solely responsible for, all decisions and obligations under the Partner Agreement, including any decision to approve, decline, purchase, fund, advance, reserve against, charge back, or collect any account, invoice or amount, and the setting of any limit, rate, fee or reserve. Nomad does not, by making the Nomad Platform available, extend any credit, purchase any receivable, make any advance, or assume any obligation of the Partner.
(iii) Communications on behalf of the Partner. Notices, requests, confirmations, statements, verification calls, collection communications and other communications that you receive through or in connection with the Nomad Platform in relation to the Partner Agreement may be sent by Nomad or a Nomad Affiliate on behalf of the Partner. Unless a communication expressly states otherwise, it is made on behalf of, and its content is the responsibility of, the Partner.
(iv) Submissions. A Submission relatingto the Partner Agreement does not, by itself, constitute acceptance, approval or funding by the Partner, which are governed solely by the Partner Agreement. Nomad makes no representation or warranty that any Submission will be accepted, approved or funded by the Partner, or as to the timing of any funding or payment.
(v) Partner Agreement governs. Any question, complaint or dispute regarding the Partner Agreement, including any amount advanced, reserved, charged, collected or owing, must be raised with the Partner. No fees are payable by your Organization to Nomad in respect of access made available through the Partner; any fees, charges, discounts, interest or other amounts payable in connection with the products or services your Organization receives from the Partner are governed by the Partner Agreement, whether or not they are calculated, displayed or collected through the Nomad Platform. Any right of your Organization to obtain records or data relating to the Partner Agreement following termination is governed by the Partner Agreement and must be exercised through the Partner.
(vi) Disclosure to the Partner. Nomad and the Nomad Affiliates will disclose Client Data and information about yourOrganization's use of the Nomad Platform to the Partner. The Partner'scollection, use and disclosure of such information is governed by the Partner Agreement and the Partner's own privacy practices.
(vii) WITHOUT LIMITING SECTION 12, NEITHER NOMAD NOR ANY NOMAD AFFILIATE IS LIABLE TO YOU OR YOUR ORGANIZATION FOR ANY ACT OR OMISSION OF THE PARTNER, ANY DELAY IN OR FAILURE OF FUNDING OR PAYMENT BY THE PARTNER, OR ANY DECISION OF THE PARTNER UNDER THE PARTNER AGREEMENT.
YOU ACKNOWLEDGE AND AGREE, ON YOUROWN BEHALF AND ON BEHALF OF YOUR ORGANIZATION, THAT YOU HAVE REVIEWED THISAGREEMENT, INCLUDING THE PRIVACY POLICY AND ANY ADDITIONAL TERMS INCORPORATEDBY REFERENCE HEREIN, THAT YOU HAVE HAD AN OPPORTUNITY TO SEEK THE ADVICE OFLEGAL AND OTHER COUNSEL IN RESPECT OF THIS AGREEMENT, AND THAT YOU HAVE AVAILEDYOURSELF OF SUCH OPPORTUNITY AND OBTAINED WHATEVER ADVICE NECESSARY TO ENSURETHAT YOU FULLY UNDERSTAND AND APPRECIATE YOUR RIGHTS AND OBLIGATIONS HEREUNDER.
