Last Updated: June 1, 2023

These NICE Elevate AI Terms of Use, together with the NICE ElevateAI Privacy Notice, Documentation, and any other documents linked herein or therein (collectively, the “Terms”), specify the terms and conditions upon which NICE Systems, Inc. (collectively, “NICE,” “we”, “us”, and “our”) provide ElevateAI and related services to you the customer (collectively, “User”, “you”, and “your”) and govern your use of the same.

When using any component of ElevateAI you accept the Terms in full. If you do not agree to the Terms, please do not access or use in any way ElevateAI or attempt to access the services offered. If you create an ElevateAI account on behalf of an entity, such as your business or employer, you represent that you have the legal authority to bind that entity to these Terms. You cannot transfer your ElevateAI account credentials to another user or entity.

You agree to the Terms by clicking on "ACCEPT" when you create or otherwise register for your account, and you are confirming your acceptance each time you use ElevateAI thereafter. By clicking “ACCEPT” when you access Elevate AI for the first time, you affirm that you are authorized by your organization to bind your organization to the Terms.

ELEVATE AI is a user-friendly automatic transcription API, enriched with CX AI, powered by NICE. ElevateAI will be maintained and supported in accordance with the Documentation. You acknowledge and agree that the infrastructure used to host ElevateAI and/or your Content may be provided by an Infrastructure Provider.

i. You must register with NICE in order to use ElevateAI.

ii. If you choose to register for ElevateAI, you agree to provide and maintain true, accurate, up-to-date, and complete information about yourself, and your organization (if any), as prompted by either the ElevateAI registration form or registration discussions with a NICE representative.

iii. Registration data and certain other information about you are governed by the NICE ElevateAI Privacy Notice.

iv. If you are under 18 years of age, you are not authorized to use ElevateAI, with or without registering

v. Per Section 5 below, if you reside in, or work for, an entity located in a country that we are restricted from doing business with under the laws of the United States or Israel, you are not permitted to use ElevateAI.

vi. The User accesses their personal account within ElevateAI by entering their Email and the chosen personal security password. The User undertakes to maintain the confidentiality of their Security Password. The User shall be responsible for all transactions carried out on their Account, as access to the Account is restricted to the entry and use of their Security Password, which is known exclusively to the User.

vii. You agree to (a) immediately notify NICE of any unauthorized use of your password or account or any other breach of security, and (b) ensure that you exit from your account at the end of each session when accessing the Service. NICE will not be liable for any loss or damage arising from your failure to comply with this Section.

NICE reserves the right to modify or discontinue, temporarily or permanently, ElevateAI (or any part thereof) with or without notice. NICE will not be liable to you, or to any third party, for such modification, suspension, or discontinuation of ElevateAI (or any part thereof).

i. You are granted a non-exclusive, non-transferable, non-sublicensable, limited right to use the applicable portions of ElevateAI solely for the development of Your Application and the processing of Content.

ii. You may upload Content to ElevateAI up to the limitations on usage, reproduction and/or dissemination provided in the Documentation (if any).

iii. Use Output to create your own, reports, products and services, subject to the terms of Section 1.7.

iv. Post audio and text files, get analysis outputs, and delete data, as outlined in docs.evelateai.com.

v. Create innovative, AI-driven solutions leveraging features developed from over 20 years of contact center research and experience.

vi. Accelerate your innovation (and do lots of other cool stuff), just as long as you don’t violate anything in Section 1.5, below.

i. Use ElevateAI for any purpose that is unlawful or prohibited by these terms, or which may expose NICE, its users, or other individuals to any harm or liability of any type.

ii. Use ElevateAI in any manner that could damage, disable, overburden, or impair any server or other infrastructure utilized by NICE in its provision of services to you, or the network(s) connected to any such server or infrastructure, or interfere with any other party's use and enjoyment of ElevateAI and/or services related thereto.

iii. Attempt to gain unauthorized access to ElevateAI, other accounts, computer systems or networks connected to ElevateAI, through hacking, password mining or any other means.

iv. Obtain or attempt to obtain or access any materials or information through any means not intentionally made available through ElevateAI.

v. Publish, disclose, copy, rent, lease, modify, loan, distribute, sell, resell, transfer, assign, alter, or create derivative works (including, but not limited, to training your own model that can be used to replace or compete with ElevateAI) based on ElevateAI, or any component thereof, except as expressly permitted herein.

vi. Reverse engineer, decompile, translate, adapt, or disassemble ElevateAI by any means, including, but not limited to, by attempting to create the source code from the object code for ElevateAI, or any part thereof;

vii. Permit any third party to access ElevateAI, except as expressly permitted herein.

viii. Create any unauthorized Internet “links” to the ElevateAI or “frame” or “mirror” any aspect, content, or component of ElevateAI.

ix. Use ElevateAI in a manner, or upload, introduce, or otherwise cause ElevateAI to ingest, any Content, data, or other information that:

x. impersonate any person or entity, or falsely state or otherwise misrepresent your identity, or your affiliation with a person or entity;

xi. harvest or collect email addresses or other contact information of other users of ElevateAI by electronic or other means for the purposes of sending unsolicited emails or other unsolicited communications;

xii. Use ElevateAI to create or publish results that compare ElevateAI to competitive services;

xiii. Use ElevateAI to advertise or offer to sell or buy any goods or services for any business purpose that is not specifically authorized;

xiv. in any way, further or promote any criminal activity or enterprise or provide instructional information about illegal activities; or

xv. miss out on accelerating your innovation with ElevateAI!

NICE may, at its sole discretion, provide You a free account for limited use of ElevateAI (“Free Account(s)”). Free Accounts are limited to the specified processing request count, and are subject to revocation at any time. Please see the communications regarding activation of free tokens and relevant Documentation for specific terms for Free Accounts, for additional terms and conditions.

i. General. Elevate AI contains material that is protected by United States and international copyright law, patent law, and trade secret law, and by international treaty provisions. No title or ownership of ElevateAI shall be transferred to you by way of the Terms or through your use of ElevateAI. As between you and NICE, NICE has sole right to and ownership of, all NICE Intellectual Property rights in and to: (a) ElevateAI, and all modifications, enhancements, improvements, adaptations, translations thereto; (b) the trademarks, service marks, and trade names associated with ElevateAI; (c) ElevateAI source code and binaries; (d) Resulting Information; and (e) all other NICE supplied material developed for use in connection with ElevateAI generally, exclusive of the Content. All rights not expressly granted to you herein are reserved to NICE.

ii. Content.

iii. Output. NICE grants to You a revocable, unlimited, sublicensable, worldwide, royalty-free license to Output. You may use Output to create products and services, including Your Application(s), so long as: (i) You do not violate the terms of Section 1.5(vi) above; or (ii) Your Application, Your products and services, individually and collectively, do not constitute a derivative work of any component of ElevateAI.

iv. Your Application(s). Subject to Section 1.5 and this Section 1.7, NICE does not acquire any right, title or interest from you or your licensors, as applicable, under the Terms in or to Your Application(s), including any intellectual property rights therein. Subject to Your and NICE’s rights and obligations under the Terms, NICE acknowledges that You may develop and make available products and services that are similar to or otherwise compete with NICE products and services, and You acknowledge that NICE may develop and make available products and services that are similar to or otherwise compete with Your products and services, including Your Application(s).

v. Publicity. By entering into the Terms with us, you consent to the inclusion of Your name and logo in a customer listing as part of our website and marketing materials, unless you provide notice to us during the registration process of your election to Opt-Out of this Publicity section. Your use of ElevateAI in Your Application(s) does not constitute, and should not be portrayed by You as, an endorsement of Your Application(s) by NICE.

vi. Suggestions & Feedback. You grant us a royalty-free, worldwide, irrevocable, perpetual license and right to use or incorporate into our products and services, including ElevateAI, any suggestions, enhancement requests, recommendations or other feedback you provide to NICE, relating to the operation or use of ElevateAI.

vii. Third-Party Sites. LINKS IN ELEVATEAI MAY LET YOU LEAVE NICE'S SITE. THE LINKED SITES ARE NOT UNDER THE CONTROL OF NICE, AND NICE IS NOT RESPONSIBLE FOR THE CONTENTS OF ANY LINKED SITE OR ANY LINK CONTAINED IN A LINKED SITE, OR ANY CHANGES OR UPDATES TO SUCH SITES. NICE IS NOT RESPONSIBLE FOR WEBCASTING OR ANY OTHER FORM OF TRANSMISSION RECEIVED FROM ANY LINKED SITE. NICE IS PROVIDING THESE LINKS TO YOU ONLY AS A CONVENIENCE, AND THE INCLUSION OF ANY LINK DOES NOT IMPLY ENDORSEMENT BY NICE OF THE SITE.

viii. United States Federal Government End-User (as applicable). NICE provides ElevateAI for ultimate federal government end use solely in accordance with the following: Government technical data and software rights related to ElevateAI include only those rights customarily provided to the public as defined in the Terms. This customary commercial license is provided in accordance with FAR 12.211 (Technical Data) and FAR Page 3 of 11 12.212 (Software) and, for Department of Defense transactions, DFAR 252.227- 7015 (Technical Data – Commercial Items) and DFAR 227.7202-3 (Rights in Commercial Computer Software or Computer Software Documentation). If a government agency has a need for rights not conveyed under the Terms, it must negotiate directly with NICE to determine if there are acceptable terms for transferring such rights, and a mutually acceptable written addendum specifically conveying such rights must be included in any applicable contract or agreement.

ElevateAI is not subject to a Subscription Term. You acknowledge that NICE reserves the right to terminate accounts that are inactive for any extended period of time, as determined in NICE’s sole discretion, with or without prior notice to you. You are responsible for all activity that occurs via your use of ElevateAI and your account. NICE may immediately suspend or terminate your use of ElevateAI, and delete your account, User Information, Content, and all related information and files at any time and for any reason, without prior notice, including for any of the circumstances outlined in Section 1.5 above. Further, you agree that NICE will not be liable to you or any third-party for any such suspension or termination of your access to ElevateAI, as described above.

Please read the NICE ElevateAI Privacy Notice (the "Privacy Notice”), as it describes and governs the rights and obligations of you and NICE as to the types of data we collect from you, how we use, process and disclose that data, and how that data will be retained and destroyed by NICE. By using ElevateAI, you consent to our collection, access, and use of Data, as outlined in the ElevateAI Privacy Notice. By accessing ElevateAI You hereby agree to the terms of the NICE Data Processing Addendum, which is hereby incorporated into the Terms by reference.

(Placeholder – Community Forum *coming soon*).

Both you and NICE shall comply with applicable laws. If either you or we become aware of a violation of applicable law by itself or the other Party, or illegal or fraudulent use of ElevateAI, that Party must promptly notify the other Party of the violation. ElevateAI may be subject to export laws and regulations of the U.S. and other jurisdictions, and you shall comply with all applicable export and import control laws and regulations. You shall not, and not shall not permit, access to or use of, ElevateAI by any person, or country, or You are in any country embargoed by, or in violation of, any applicable export laws or regulation including those prohibited under United States and Israeli law.

Invoices shall be issued in accordance with the Invoicing Policy.

NICE AND YOU EACH REPRESENT AND WARRANTY THAT THEY HAVE THE RESPECTIVE LEGAL AUTHORITY TO ENTER INTO THE TERMS. EXCEPT AS PROVIDED FOR IN THE PRECEDING SENTENCE, ELEVATEAI IS PROVIDED ON AN AS-IS BASIS. NO WARRANTIES, EXPRESS OR IMPLIED, ARE MADE BY NICE TO YOU, INCLUDING ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, OR NON-INFRINGEMENT, WHICH ARE SPECIFICALLY EXCLUDED; AND (b) NICE DOES NOT WARRANT THAT ANY INFORMATION, COMPUTER PROGRAM, NICE’S EFFORTS, ELEVATEAI, OR ANY OTHER SERVICES PROVIDED BY NICE OR ANY INFRASTRUCTURE PROVIDER WILL FULFILL ANY OF YOUR PARTICULAR PURPOSES OR NEEDS, NOR DOES NICE WARRANT THAT THE OPERATION OF ELEVATEAI OR YOUR USE OF ELEVATEAI WILL BE UNINTERRUPTED OR ERROR-FREE. WE DO NOT CONTROL THE FLOW OF INFORMATION OVER THE INTERNET; ACCORDINGLY, IN NO EVENT WILL WE BE LIABLE FOR ANY LOSSES RESULTING FROM OR RELATED TO ANY UNAUTHORIZED ACCESS, USE, OR DISCLOSURE OF CONTENT WHILE TRANSMITTED VIA THE INTERNET, INTERNET DISRUPTION OR THE ACTS, OMISSIONS, OR DELAYS OF ANY INFRASTRUCTURE PROVIDER. IF YOU ARE DISSATISFIED WITH ANY PORTION OF ELEVATEAI, OR WITH THE TERMS, YOUR SOLE AND EXCLUSIVE REMEDY IS TO DISCONTINUE USE OF ELEVATEAI.

You shall indemnify, defend, and hold harmless NICE against any Claim made or brought against NICE, and from any Losses resulting from, arising out of, or related to a Claim brought against NICE, alleging: (a) your violation of applicable laws in connection with your use of ElevateAI; or (b) that your Content, Your use of the Output, or applications of other materials developed or distributed by You using any component of ElevateAI infringe or misappropriate the intellectual property rights of a third party (to the extent such infringement, misappropriate, or violation is not solely attributable to ElevateAI). We will notify you promptly in writing of a Claim for indemnification; however, untimely notice will not waive any of our rights except to the extent that your rights or defenses are actually prejudiced or liability increased thereby. You will have control of the defense and settlement of such Claim, and NICE will reasonably cooperate with you; provided, that, you may not settle any Claim unless the settlement unconditionally releases NICE of all liability. However, we may employ our own counsel at our own expense and join in the defense and settlement of such Claim.

IN NO EVENT WILL NICE BE LIABLE TO YOU FOR ANY CONSEQUENTIAL, SPECIAL, PUNITIVE OR EXEMPLARY DAMAGES OR LOSSES, INCLUDING LOSS OF USE, LOSS OF OR DAMAGE TO RECORDS OR DATA, COST OF PROCUREMENT OF SUBSTITUTE GOODS, SERVICES OR TECHNOLOGY, LOST REVENUE AND/OR PROFITS, SUSTAINED OR INCURRED REGARDLESS OF THE FORM OF ACTION, WHETHER IN CONTRACT, TORT OR OTHERWISE, INCLUDING NEGLIGENCE, STRICT LIABILITY, INDEMNITY (EXCEPT AS EXPRESSLY PROVIDED IN THE TERMS) OR OTHERWISE, AND WHETHER OR NOT SUCH DAMAGES WERE FORESEEN OR UNFORESEEN AND REGARDLESS OF WHETHER NICE HAD RECEIVED NOTICE OR HAD BEEN ADVISED, OR KNEW OR SHOULD HAVE KNOWN, OF THE POSSIBILITY OF SUCH DAMAGES OR LOSSES; OR (b) DIRECT DAMAGES IN EXCESS OF THE aggregate amount paid by you for use of ElevateAI during the month period preceding the event giving rise to the liability or $5,000, WHICHEVER IS GREATER.

Remedies specified in the Terms, are exclusive and limited to those expressly described herein.

From time to time, NICE may modify the Terms, including any supplements linked herein, with or without prior notice. You should look at the Terms, Documentation, and policies referenced herein regularly. Changes will take effect once they are posted online. By continuing to use, or upload Content to, ElevateAI after the revisions are posted, you agree to be bound by the revised Terms. If you do not agree with the changes made or to be made to the Terms, you must avoid further use ElevateAI. Notices of changes may be sent by NICE to you by email, in popups via this website, links, posting to or within ElevateAI, or by other electronic means, or in writing via mail.

The Terms and ElevateAI will be governed by the law of the State of New Jersey, excluding its rules of conflicts of law. Jurisdiction and venue for any dispute arising under the Terms will be exclusive to the state and federal courts seated in New Jersey. To the extent not prohibited by applicable law that cannot be waived, the Parties hereby waive, and covenant that they will not assert any right to trial by jury in any action arising in whole or in part under or in connection with the Terms or any of the transactions contemplated hereunder. Any claim or cause of action arising under or connection with the Terms, except for amounts payable to us for ElevateAI, must be brought within one (1) year following the date the claim or cause of action first arose.

12.1. The Terms, together with any other documents referenced herein which shall be incorporated by reference, represent the full and complete agreement between you and us, as it relates to ElevateAI and revokes and supersedes all prior agreements, oral or written between you and us with regard to ElevateAI. Our failure to enforce or exercise any provision of the Terms is not a waiver of that provision. If any provision of the Terms is held invalid or unenforceable for any reason, the remaining provisions of the Terms will continue in full force and effect. Any provision of the Terms that contemplates performance or observance after termination and any other provision that by its nature may reasonably be presumed to survive any termination of the Terms, shall survive its termination. You may not assign or otherwise transfer the Terms or your rights and obligations under the Terms, in whole or in part, without our written consent, and any such attempt will be void. NICE may transfer our rights under the Terms to a third party without prior notice to you.

12.2. FOR CURRENT CUSTOMERS – For the avoidance of doubt, if You, your organization, or its Affiliates, have or are entering into a separate agreement with NICE governing the use of NICE products or services, through an underlying Master Relationship Agreement, Master Services Agreement, MPSA, or any other overarching agreement or terms governing the provision of products and services from NICE that are not ElevateAI, to which the Terms apply (an “Unrelated Agreement”), the terms of such Unrelated Agreement(s) will not govern, and shall be superseded in their entirety by the Terms, solely with respect to your use of ElevateAI, unless You and NICE have entered into a fully executed ordering document for ElevateAI expressly providing that the Terms do not apply. In all other cases, notwithstanding anything contained therein to the contrary the terms of the Unrelated Agreement shall not apply to ElevateAI and the Terms shall govern your use of ElevateAI only.

Some of the terms defined below may not appear in the Terms, but instead in another document/site governed by the Terms.

13.1. “Application Programming Interface,” or “API” is a software intermediary that allows two applications to talk to each other, allowing you to upload Content and use the Microservices.

13.2. “Claim” means a claim brought against NICE by a third party.

13.3. “Content” means the data provide by you to use ElevateAI.

13.4. “Documentation” means the specifications, descriptions, and user documentation accompanying, or made available, with regard to the use and operation of ElevateAI.

13.5. “ElevateAI” means the consumption-based service offered by NICE consisting of the ability to use the APIs, Microservices, Documentation, and receive support services thereto, as applicable, whether hosted by NICE or an Infrastructure Provider.

13.6. “Infrastructure Provider” means a third-party hosting provider, such as, for example, Amazon Web Services, Inc.

13.7. “Losses” means costs, damages, expenses or liabilities.

13.8. “Microservice(s)” means the following independent software development services offered by NICE over API including, but not limited to: “ElevateAI Transcription”, “ElevateAI Transcription-Elevated Accuracy”, and the “ElevateAI Transcription-CX AI”, and “ElevateAI CX AI Standalone”.

13.9. “NICE Intellectual Property” means all patents, copyrights, trademarks, service marks, trade dress, logos, product or service names, ideas, designs, concepts, object and source code, APIs, Resulting Information, know-how, and functionalities related to ElevateAI, including APIs, Microservices, software, Documentation, solutions overviews, business requirements documents, or the like, and any and all tangible and intangible works of authorship, copyrights, patents, trademarks, trade secrets and trade dress, and all intellectual property rights, as well as edits, enhancements, additions, modifications, interfaces and derivative works prepared from or related to any of the foregoing.

13.10. “Output” means the final data result produced by the ingestion, and analysis, of Content by the ElevateAI Analytics Microservice, excluding the Microservices (and underlying analytic components), Resulting Information, and APIs.

13.11. “Resulting Information” means data created by, or resulting from, the use of ElevateAI, including analyses, statistics, reports, and aggregations, all of which shall be considered NICE confidential information and NICE Intellectual Property. For clarity, Resulting Information does not include personally identifiable information, such that there is no reasonable basis on which any individual, or Customer itself, could be identified by the Resulting Information.

13.12. “Your Application(s)” means an online application or tool created by you, or by a third party on your behalf, that uses or interoperates with ElevateAI or any component thereof.