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Legal

View all legal documents, such as the EULA, License Certificate, Support and Maintenance Terms and Conditions,
the Data Processing Addendum and Named User Addendum.

NiCE End User License Agreement   |   EULA

Open NiCE EULA as pdf

NiCE End User License Agreement

Disclaimer
NICE IT MANAGEMENT SOLUTIONS END USER LICENSE AGREEMENT PLEASE NOTE THAT THE TERMS OF THIS END USER LICENSE AGREEMENT SHALL GOVERN YOUR USE OF THE SOFTWARE, REGARDLESS OF ANY TERMS THAT MAY APPEAR DURING THE INSTALLATION OF THE SOFTWARE. IMPORTANT-READ CAREFULLY: BY DOWNLOADING, INSTALLING, OR USING THE SOFTWARE, YOU (THE INDIVIDUAL OR LEGAL ENTITY) AGREE TO BE BOUND BY THE TERMS OF THIS END USER LICENSE AGREEMENT (“EULA”). IF YOU DO NOT AGREE TO THE TERMS OF THIS EULA, YOU MUST NOT DOWNLOAD, INSTALL, OR USE THE SOFTWARE, AND YOU MUST DELETE OR RETURN THE UNUSED SOFTWARE TO THE VENDOR FROM WHICH YOU ACQUIRED IT WITHIN THIRTY (30) DAYS AND REQUEST A REFUND OF THE LICENSE FEE, IF ANY, THAT YOU PAID FOR THE SOFTWARE.

EVALUATION LICENSE
If You are licensing the Software for evaluation purposes, Your use of the Software is only permitted for the period limited by the License Key. Notwithstanding any other provision in this EULA, an Evaluation License of the Software is provided “AS-IS” without indemnification, support or warranty of any kind, expressed or implied.

1. DEFINITIONS
1.1 “Affiliate”
means, with respect to a party at a given time, an entity that then is directly or indirectly controlled by, is under common control with, or controls that party, and here “control” means an ownership, voting or similar interest representing fifty percent (50%) or more of the total interests then outstanding of that entity.
1.2 “Documentation”
means that documentation that is generally provided to You by NiCE with the Software, as revised by NiCE from time to time, and which may include end user manuals, operation instructions, installation guides, release notes, and on-line help files regarding the use of the Software.
1.3 “Intellectual Property Rights”
means all worldwide intellectual property rights, including without limitation, copyrights, trademarks, service marks, trade secrets, know how, inventions, patents, patent applications, moral rights and all other proprietary rights, whether registered or unregistered.
1.4 “License”
means a license granted under Section 2.1 (General License Grant).
1.5 “License Key”
means an activation code that enables You to activate and use the Software.
1.6 “License Term”
means the duration of a License as specified in the Order.
1.7 “License Type”
means the type of License applicable to the Software, as more fully described in the Order.
1.8 “Open Source Software”
or “OSS” means software components embedded in the Software and provided under separate license terms, which can be found either in the open_source_licenses.txt file (or similar file) provided within the Software.
1.9 “Order”
means a purchase order, license agreement, or other ordering document issued by You to NiCE or a NiCE authorized reseller that references and incorporates this EULA and is accepted by NiCE as set forth in Section 4 (Order).
1.10 “Product Guide”
means the current version of the NiCE Product Guide at the time of Your Order, copies of which are found at https://login.nice.de/.
1.11 “Support Services Terms”
means NiCE’s then-current support policies, copies of which are posted at https://www.nice.de/legal/.
1.12 “Software”
means the NiCE computer programs listed on NiCE’s commercial price list to which You acquire a license under an Order, together with any software code relating to the foregoing that is provided to You pursuant to a support and subscription service contract and that is not subject to a separate license agreement.
1.13 “Territory”
means the country or countries in which You have been invoiced.
1.14 “Third Party Agent”
means a third party delivering information technology services to You pursuant to a written contract with You.
1.15 “NiCE”
means NiCE IT Management Solutions GmbH, a company organized and existing under the laws of Germany.

2. LICENSE GRANT
2.1 General License Grant
NiCE grants to You a non-exclusive, non-transferable (except as set forth in Section 12.1 (Transfers and Assignment)) license to use the Software and the Documentation during the period of the license and within the Territory, solely for Your internal business operations, and subject to the provisions of the Product Guide. Unless otherwise indicated in the Order, licenses granted to You will be perpetual, will be for use of object code only, and will commence on either delivery of the physical media or the date You are notified of availability for electronic download.

License Types
Depending on your purchase order, we distinguish between individual licenses and site licenses.
(a) Individual licenses are bound to named systems or entities; this assignment can be changed in self-service via the NiCE customer portal.
(b) A site license allows the user to install the software in several computers simultaneously, such as at a particular site (facility) or across a corporation.

2.2 Third Party Agents
Under the License granted to You in Section 2.1 (General License Grant) above, You may permit Your Third Party Agents to access, use and/or operate the Software on Your behalf for the sole purpose of delivering services to You, provided that You will be fully responsible for Your Third Party Agents’ compliance with terms and conditions of this EULA and any breach of this EULA by a Third Party Agent shall be deemed to be a breach by You.
2.3 Copying Permitted
You may copy the Software and Documentation as necessary to install and run the quantity of copies licensed, but otherwise for archival purposes only.
2.4 Benchmarking
You may use the Software to conduct internal performance testing and benchmarking studies. You may only publish or otherwise distribute the results of such studies to third parties as follows:
(a) if with respect to NiCE’s products, only if You provide a copy of Your study to solutions@nice.de prior to distribution;
(b) if with respect to any other Software, only if NiCE has reviewed and approved of the methodology, assumptions and other parameters of the study (please contact NiCE at solutions@nice.de to request such review and approval) prior to such publication and distribution.
2.5 Open Source Software
Notwithstanding anything herein to the contrary, Open Source Software is licensed to You under such OSS’s own applicable license terms, which can be found in the open_source_licenses.txt file. These OSS license terms are consistent with the license granted in Section 2 (License Grant) and may contain additional rights benefiting You. The OSS license terms shall take precedence over this EULA to the extent that this EULA imposes greater restrictions on You than the applicable OSS license terms. To the extent the license for any Open Source Software requires NiCE to make available to You the corresponding source code and/or modifications (the “Source Files”), You may obtain a copy of the applicable Source Files by sending an email to solutions@nice.de. This offer to obtain a copy of the Source Files is valid for three years from the date You acquired this Software.

3. RESTRICTIONS; OWNERSHIP
3.1 License Restrictions
Without NiCE’s prior written consent, You must not, and must not allow any third party to:
(a) use Software in an application services provider, service bureau, or similar capacity for third parties, except that You may use the Software to deliver hosted services to Your Affiliates;
(b) disclose to any third party the results of any benchmarking testing or comparative or competitive analyses of NiCE’s Software done by or on behalf of You, except as specified in Section 2.4 (Benchmarking);
(c) make available Software in any form to anyone other than Your employees or contractors reasonably acceptable to NiCE and require access to use Software on behalf of You in a matter permitted by this EULA, except as specified in Section 2.2 (Third Party Agents);
(d) transfer or sublicense Software or Documentation to an Affiliate or any third party, except as expressly permitted in Section 12.1 (Transfers; Assignment);
(e) use Software in conflict with the terms and restrictions of the Software’s licensing model and other requirements specified in Product Guide and/or NiCE quote;
(f) except to the extent permitted by applicable mandatory law, modify, translate, enhance, or create derivative works from the Software, or reverse engineer, decompile, or otherwise attempt to derive source code from the Software, except as specified in Section 3.2 (Decompilation);
(g) remove any copyright or other proprietary notices on or in any copies of Software; or
(h) violate or circumvent any technological restrictions within the Software or specified in this EULA, such as via software or services.
3.2 Decompilation
Notwithstanding the foregoing, decompiling the Software is permitted to the extent the laws of the Territory give You the express right to do so to obtain information necessary to render the Software interoperable with other software; provided, however, You must first request such information from NiCE, provide all reasonably requested information to allow NiCE to assess Your claim, and NiCE may, in its discretion, either provide such interoperability information to You, impose reasonable conditions, including a reasonable fee, on such use of the Software, or offer to provide alternatives to ensure that NiCE’s proprietary rights in the Software are protected and to reduce any adverse impact on NiCE’s proprietary rights.
3.3 Ownership
The Software and Documentation, all copies and portions thereof, and all improvements, enhancements, modifications and derivative works thereof, and all Intellectual Property Rights therein, are and shall remain the sole and exclusive property of NiCE and its licensors. Your rights to use the Software and Documentation shall be limited to those expressly granted in this EULA and any applicable Order. No other rights with respect to the Software or any related Intellectual Property Rights are implied. You are not authorized to use (and shall not permit any third party to use) the Software, Documentation or any portion thereof except as expressly authorized by this EULA or the applicable Order. NiCE reserves all rights not expressly granted to You. NiCE does not transfer any ownership rights in any Software.

4. ORDER
Your Order is subject to this EULA. No Orders are binding on NiCE until accepted by NiCE. Orders for Software are deemed to be accepted upon NiCE’s delivery of the Software included in such Order. Orders issued to NiCE do not have to be signed to be valid and enforceable.

5. RECORDS AND AUDIT
During the License Term for Software and for two (2) years after its expiration or termination, You will maintain accurate records of Your use of the Software sufficient to show compliance with the terms of this EULA. During this period, NiCE will have the right to audit Your use of the Software to confirm compliance with the terms of this EULA. That audit is subject to reasonable notice by NiCE and will not unreasonably interfere with Your business activities. NiCE may conduct no more than one (1) audit in any twelve (12) month period, and only during normal business hours. You will reasonably cooperate with NiCE and any third party auditor and will, without prejudice to other rights of NiCE, address any non-compliance identified by the audit by promptly paying additional fees. You will promptly reimburse NiCE for all reasonable costs of the audit if the audit reveals either underpayment of more than five (5%) percent of the Software fees payable by You for the period audited, or that You have materially failed to maintain accurate records of Software use.

6. SUPPORT AND SUBSCRIPTION SERVICES
NiCE does not provide any support or subscription services for the Software under this EULA. You have no rights to any updates, upgrades or extensions or enhancements to the Software developed by NiCE unless you separately purchase NiCE support or subscription services. These support or subscription services are subject to the Support Services Terms.

7. WARRANTIES
7.1 Software Warranty, Duration and Remedy
NiCE warrants to You that the Software will, for a period of ninety (90) days following notice of availability for electronic download or delivery (“Warranty Period”), substantially conform to the applicable Documentation, provided that the Software:
(a) has been properly installed and used at all times in accordance with the applicable Documentation; and
(b) has not been modified or added to by persons other than NiCE or its authorized representative. NiCE will, at its own expense and as its sole obligation and Your exclusive remedy for any breach of this warranty, either replace that Software or correct any reproducible error in that Software reported to NiCE by You in writing during the Warranty Period. If NiCE determines that it is unable to correct the error or replace the Software, NiCE will refund to You the amount paid by You for that Software, in which case the License for that Software will terminate.
7.2 Software Disclaimer of Warranty
OTHER THAN THE WARRANTY ABOVE, AND TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, NiCE AND ITS SUPPLIERS MAKE NO OTHER EXPRESS WARRANTIES UNDER THIS EULA, AND DISCLAIM ALL IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE AND NONINFRINGEMENT, AND ANY WARRANTY ARISING BY STATUTE, OPERATION OF LAW, COURSE OF DEALING OR PERFORMANCE, OR USAGE OF TRADE. NiCE AND ITS LICENSORS DO NOT WARRANT THAT THE SOFTWARE WILL OPERATE UNINTERRUPTED OR THAT IT WILL BE FREE FROM DEFECTS OR THAT IT WILL MEET YOUR REQUIREMENTS.

8. INTELLECTUAL PROPERTY INDEMNIFICATION
8.1 Defense and Indemnification
Subject to the remainder of this Section 8 (Intellectual Property Indemnification), NiCE shall defend You against any third party claim that the Software infringes any patent, trademark or copyright of such third party, or misappropriates a trade secret (but only to the extent that the misappropriation is not a result of Your actions) to indemnify You from the resulting costs and damages finally awarded against You to such third party by a court of competent jurisdiction or agreed to in settlement. The foregoing obligations are applicable only if You:
(a) promptly notify NiCE in writing of the Infringement Claim;
(b) allow NiCE sole control over the defense for the claim and any settlement negotiations; and
(c) reasonably cooperate in response to NiCE requests for assistance. You may not settle or compromise any Infringement Claim without the prior written consent of NiCE.
8.2 Remedies
If the alleged infringing Software become, or in NiCE’s opinion be likely to become, the subject of an Infringement Claim, NiCE will, at NiCE’s option and expense, do one of the following:
(a) procure the rights necessary for You to make continued use of the affected Software;
(b) replace or modify the affected Software to make it non-infringing; or
(c) terminate the License to the affected Software and discontinue the related support services, and, upon Your certified deletion of the affected Software, refund:
(i) the fees paid by You for the License to the affected Software, less straight-line depreciation over a three (3) year useful life beginning on the date such Software was delivered; and
(ii) any pre-paid service fee attributable to related support services to be delivered after the date such service is stopped. Nothing in this Section 8.2 (Remedies) shall limit NiCE’s obligation under Section 8.1 (Defense and Indemnification) to defend and indemnify You, provided that You replace the allegedly infringing Software upon NiCE’s making alternate Software available to You and/or You discontinue using the allegedly infringing Software upon receiving NiCE’s notice terminating the affected License.
8.3 Exclusions
Notwithstanding the foregoing, NiCE will have no obligation under this Section 8 (Intellectual Property Indemnification) or otherwise with respect to any claim based on:
(a) a combination of Software with non-NiCE products (other than non-NiCE products that are listed on the Order and used in an unmodified form);
(b) use for a purpose or in a manner for which the Software was not designed;
(c) use of any older version of the Software when use of a newer NiCE version would have avoided the infringement;
(d) any modification to the Software made without NiCE’s express written approval;
(e) any claim that relates to open source software or freeware technology or any derivatives or other adaptations thereof that is not embedded by NiCE into Software listed on NiCE’s commercial price list; or
(f) any Software provided on a no charge, beta or evaluation basis.

THIS SECTION 8 (INTELLECTUAL PROPERTY INDEMNIFICATION) STATES YOUR SOLE AND EXCLUSIVE REMEDY AND NICE’S ENTIRE LIABILITY FOR ANY INFRINGEMENT CLAIMS OR ACTIONS.

9. LIMITATION OF LIABILITY
9.1 Limitation of Liability
TO THE MAXIMUM EXTENT MANDATED BY LAW, IN NO EVENT WILL NICE AND ITS LICENSORS BE LIABLE FOR ANY LOST PROFITS OR BUSINESS OPPORTUNITIES, LOSS OF USE, LOSS OF REVENUE, LOSS OF GOODWILL, BUSINESS INTERRUPTION, LOSS OF DATA, OR ANY INDIRECT, SPECIAL, INCIDENTAL, OR CONSEQUENTIAL DAMAGES UNDER ANY THEORY OF LIABILITY, WHETHER BASED IN CONTRACT, TORT, NEGLIGENCE, PRODUCT LIABILITY, OR OTHERWISE. BECAUSE SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OR LIMITATION OF LIABILITY FOR CONSEQUENTIAL OR INCIDENTAL DAMAGES, THE PRECEDING LIMITATION MAY NOT APPLY TO YOU. NICE’S AND ITS LICENSORS’ LIABILITY UNDER THIS EULA WILL NOT, IN ANY EVENT, REGARDLESS OF WHETHER THE CLAIM IS BASED IN CONTRACT, TORT, STRICT LIABILITY, OR OTHERWISE, EXCEED THE GREATER OF THE LICENSE FEES YOU PAID FOR THE SOFTWARE GIVING RISE TO THE CLAIM OR €20.000. THE FOREGOING LIMITATIONS SHALL APPLY REGARDLESS OF WHETHER NICE OR ITS LICENSORS HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES AND REGARDLESS OF WHETHER ANY REMEDY FAILS OF ITS ESSENTIAL PURPOSE.
9.2 Further Limitations
NiCE’s licensors shall have no liability of any kind under this EULA and NiCE’s liability with respect to any third party software embedded in the Software shall be subject to Section 9.1 (Limitation of Liability). You may not bring a claim under this EULA more than eighteen (18) months after the cause of action arises.

10. TERMINATION
10.1 EULA Term
The term of this EULA begins on the notice of availability for electronic download or delivery of the Software and continues until this EULA is terminated in accordance with this Section 10.
10.2 Termination for Breach
NiCE may terminate this EULA effective immediately upon written notice to You if:
(a) You fail to pay any portion of the fees under an applicable Order within ten (10) days after receiving written notice from NiCE that payment is past due; or
(b) You breach any other provision of this EULA and fail to cure within thirty (30) days after receipt of NiCE’s written notice thereof.
10.3 Termination for Insolvency
NiCE may terminate this EULA effective immediately upon written notice to You if You:
(a) terminate or suspend your business;
(b) become insolvent, admit in writing Your inability to pay Your debts as they mature, make an assignment for the benefit of creditors; or become subject to control of a trustee, receiver or similar authority; or
(c) become subject to any bankruptcy or insolvency proceeding.
10.4 Effect of Termination
Upon NiCE’s termination of this EULA:
(a) all Licensed rights to all Software granted to You under this EULA will immediately cease; and
(b) You must cease all use of all Software, and return or certify destruction of all Software and License Keys (including copies) to NiCE, and return, or if requested by NiCE, destroy, any related NiCE Confidential Information in Your possession or control and certify in writing to NiCE that You have fully complied with these requirements. Any provision will survive any termination or expiration if by its nature and context it is intended to survive, including Sections 1 (Definitions), 2.5 (Open Source Software), 3 (Restrictions; Ownership), 5 (Records and Audit), 7.2 (Software Disclaimer of Warranty), 9 (Limitation of Liability), 10 (Termination), 11 (Confidential Information) and 12 (General).

11. CONFIDENTIAL INFORMATION
11.1 Definition
“Confidential Information” means information or materials provided by one party (“Discloser”) to the other party (“Recipient”) which are in tangible form and labelled “confidential” or the like, or, information which a reasonable person knew or should have known to be confidential. The following information shall be considered Confidential Information whether or not marked or identified as such:
(a) License Keys;
(b) information regarding NiCE’s pricing, product roadmaps or strategic marketing plans; and
(c) non-public materials relating to the Software.
11.2 Protection
Recipient may use Confidential Information of Discloser;
(a) to exercise its rights and perform its obligations under this EULA; or
(b) in connection with the parties’ ongoing business relationship. Recipient will not use any Confidential Information of Discloser for any purpose not expressly permitted by this EULA, and will disclose the Confidential Information of Discloser only to the employees or contractors of Recipient who have a need to know such Confidential Information for purposes of this EULA and who are under a duty of confidentiality no less restrictive than Recipient’s duty hereunder. Recipient will protect Confidential Information from unauthorized use, access, or disclosure in the same manner as Recipient protects its own confidential or proprietary information of a similar nature but with no less than reasonable care.
11.3 Exceptions
Recipient’s obligations under Section 11.2 (Protection) with respect to any Confidential Information will terminate if Recipient can show by written records that such information:
(a) was already known to Recipient at the time of disclosure by Discloser;
(b) was disclosed to Recipient by a third party who had the right to make such disclosure without any confidentiality restrictions;
(c) is, or through no fault of Recipient has become, generally available to the public; or
(d) was independently developed by Recipient without access to, or use of, Discloser’s Information. In addition, Recipient will be allowed to disclose Confidential Information to the extent that such disclosure is required by law or by the order of a court of similar judicial or administrative body, provided that Recipient notifies Discloser of such required disclosure promptly and in writing and cooperates with Discloser, at Discloser’s request and expense, in any lawful action to contest or limit the scope of such required disclosure.
11.4 Data Privacy
You agree that NiCE may process technical and related information about Your use of the Software which may include internet protocol address, hardware identification, operating system, application software, peripheral hardware, and non-personally identifiable Software usage statistics to facilitate the provisioning of updates, support, invoicing or online services and may transfer such information to other companies in the NiCE group of companies from time to time. To the extent that this information constitutes personal data, NiCE shall be the controller of such personal data. To the extent that it acts as a controller, each party shall comply at all times with its obligations under applicable data protection legislation. NiCE complies with current data processing regulations. For details please check the NiCE DPA at https://www.nice.de/legal/.

12. GENERAL
12.1 Transfers & Assignment
You will not assign this EULA, any Order, or any right or obligation herein or delegate any performance without NiCE’s prior written consent, which consent will not be unreasonably withheld. Any other attempted assignment or transfer by You will be void. NiCE may use its Affiliates or other sufficiently qualified subcontractors to provide services to You, provided that NiCE remains responsible to You for the performance of the services.
12.2 Notices
Any notice delivered by NiCE to You under this EULA will be delivered via mail, email, fax and the NiCE webpages.
12.3 Waiver
Failure to enforce a provision of this EULA will not constitute a waiver.
12.4 Severability
If any part of this EULA is held unenforceable, the validity of all remaining parts will not be affected.
12.5 Compliance with Laws; Export Control; Government Regulations
Each party shall comply with all laws applicable to the actions contemplated by this EULA. You acknowledge that the Software is of Germany origin, is provided subject to the German Export Administration Regulations, may be subject to the export control laws of the applicable territory, and that diversion contrary to applicable export control laws is prohibited. You represent that
(a) you are not, and are not acting on behalf of,
(i) any person who is a citizen, national, or resident of, or who is controlled by the government of any country to which Germany has prohibited export transactions; or
(ii) any person or entity listed on the U.S. Treasury Department list of Specially Designated Nationals and Blocked Persons, or the U.S. Commerce Department Denied Persons List or Entity List; and
(b) you will not permit the Software to be used for, any purposes prohibited by law, including, any prohibited development, design, manufacture or production of missiles or nuclear, chemical or biological weapons. For the US, the Software and accompanying documentation are deemed to be “commercial computer software” and “commercial computer software documentation”, respectively, pursuant to DFARS Section 227.7202 and FAR Section 12.212(b), as applicable. Any use, modification, reproduction, release, performing, displaying or disclosing of the Software and documentation by or for the U.S. Government shall be governed solely by the terms and conditions of this EULA.
12.6 Construction
The headings of sections of this EULA are for convenience and are not to be used in interpreting this EULA. As used in this EULA, the word ‘including’ means “including but not limited to”.
12.7 Governing Law
This EULA is governed by the laws of Germany. To the extent permitted by law, the state and federal courts located in Stuttgart, Baden-Württemberg will be the exclusive jurisdiction for disputes arising out of or in connection with this EULA. The U.N. Convention on Contracts for the International Sale of Goods does not apply.
12.8 Third Party Rights
Other than as expressly set out in this EULA, this EULA does not create any rights for any person who is not a party to it, and no person who is not a party to this EULA may enforce any of its terms or rely on any exclusion or limitation contained in it.
12.9 Order of Precedence
In the event of conflict or inconsistency among the Product Guide, this EULA and the Order, the following order of precedence shall apply:
(a) Order
(b) this EULA and
(c) the Product Guide
With respect to any inconsistency between this EULA and an Order, the terms of an order shall supersede and control over any conflicting or additional terms and conditions of this EULA, acknowledgement or confirmation or other document issued by You.
12.10 Entire Agreement
This EULA, including accepted Orders and any amendments hereto, and the Product Guide contain the entire agreement of the parties with respect to the subject matter of this EULA and supersede all previous or contemporaneous communications, representations, proposals, commitments, understandings and agreements, whether written or oral, between the parties regarding the subject matter hereof. This EULA may be amended only in writing signed by authorized representatives of both parties.
12.11 Contact Information
Please direct legal notices or other correspondence to NiCE IT Management Solutions GmbH, Attention: Legal Department, Liebigstrasse 9, 71229 Leonberg, Germany or use the Legal Enquiry webform at https://www.nice.de/legal/legal-enquiries.
© NiCE IT Management Solutions GmbH

NiCE Support and Maintenance Terms and Conditions   |   SMTC

Open NiCE SMTC as pdf

NiCE Technical Support and Maintenance Terms and Conditions (“SMTC”)

NiCE IT Management Solutions GmbH, located in Germany, or NiCE IT Management Solutions Corporation, located in the U.S., as applicable (“NiCE”), will provide Technical Support and Subscription Services (“Services”) as specified in these Terms and Conditions (“SMTC”) to the customer identified in an Order (“Customer”), pursuant to this SMTC and the Data Processing Addendum (which is incorporated into this SMTC by this reference), and as set forth at the NiCE Support Services Website, http://www.nice.de/legal.
The NiCE entity, effective date, Software, and Services level will be as set forth on the applicable enterprise license agreement, SMTC order form, Customer’s purchase order, (each, an “Order”). Any terms used but not defined in this SMTC have the meanings set forth in the NiCE End User License Agreement (“EULA”).

1. DEFINITIONS
For purposes of this SMTC, the following definitions apply:
1.1 “Content”
means data provided by Customer to NiCE to address a Technical Support issue. Content does not include customer account or relationship data that NiCE uses in connection with a Technical Support request, or data collected by NiCE to verify the support entitlement or to facilitate any communications.
1.2 “Data Processing Addendum”
means the then-current version of the NiCE Data Processing Addendum located at https://www.nice.de/legal
1.3 “Error”
means a failure in the Software to materially conform to the specifications described in the applicable product documentation (“Documentation”).
1.4 “Modified Code”
means any modification, addition and/or development of code scripts deviating from the predefined product code tree(s)/modules developed by NiCE for production deployment or use. Modified Code excludes customizable Software options for which NiCE offers Services.
1.5 “Services Fees”
means the fees for Services specified in a NiCE or reseller invoice.
1.6 “Services Period”
means the period for which Customer has purchased the Services and any subsequent renewal periods, and commences: (a) for Software Licenses for which Services are mandatory, on the date the applicable Software License Key(s) are made available, and (b) for Software Licenses for which Services are optional, on the date of purchase of the Services.
1.7 “Software”
means software on the NiCE price list, and all components shipped with the Software, including Open Source Software components.
1.8 “Subscription Services”
means any Minor Releases, and Major Releases to the Software and related Documentation that NiCE provides to Customer.
(a) “Minor Release” means a generally available release of the Software that:
(i) introduces a limited number of new features, functionality, and minor enhancements;
(ii) fixes for high severity and high priority bugs identified in the current release; and
(iii) is designated by a change in the digit to the right of the decimal point (e.g., Software 4.0 => Software 4.1).
(b) “Major Release” also known as an “Upgrade” means a generally available release of the Software that:
(i) contains functional enhancements and extensions;
(ii) fixes for high severity and high priority bugs; and
(iii) is designated by NiCE by a change in the digit to the left of the first decimal point (e.g., Software 4.0 => Software 5.0).
1.9 “Technical Support”
means email-based or web-based technical assistance by NiCE to Customer’s technical contact(s) regarding installation of the Software, Errors, and technical product problems, at the corresponding Services level purchased by Customer.
1.10 “Third Party Products”
means any software or hardware that is manufactured by a party other than NiCE and is either
(a) not delivered with the Software, or
(b) not incorporated into the Software.

2. SERVICE TERMS
2.1 Provision of Services
NiCE will provide Services to Customer during the Services Period at the Services level purchased.
Preamble
This section applies to customers having purchased support of the software. The services listed are provided if the support fees have been paid for the time when the service is requested.
Software Update Delivery
NiCE will keep the software and documentation, which are the subject of this contract, up to date and make the latest releases available for Customer via the NiCE customer portal. These updates contain partially or completely new versions of the software, including the solutions for problems NiCE is aware of. Customer is responsible for installing these software updates.
Patch Delivery
Customer, under the terms of this agreement, is authorized to obtain free patches via the NiCE customer portal. Customer will be notified in writing or via e-Mail as soon as any new patches are available.
Support Calls
Customer may launch support calls via e-Mail, or via the internet at the NiCE customer portal. Support call entries are monitored around the clock and answered as fast as possible, typically within two hours, but no later than 24 hours after the call has been registered. 9×5 support covers support calls Monday through Friday during regular business hours, except for public German or U.S. holidays.
NiCE will decide, depending on the urgency of the call, if response is given via e-Mail, fax, phone or web-based conference in an effort to provide best possible assistance to Customer.
Support calls may be launched on the following:
(a) Installation problems of the software
(b) Configuration problems of the software
(c) Suspected malfunctioning of the software
In all cases, Customer has to provide sufficient information along with the call or upon request (log files, trace file where possible, system description, database version, database configuration etc., depending on the context).
Additional services covering some of the exclusions may be purchased in addition.
2.2 End of Availability
NiCE may, at its discretion, decide to retire any Software and/or Services offering from time to time (“End of Availability”). NiCE will notify affected customers, and will post information regarding End of Availability and the timeline for discontinuing the affected Services. NiCE has no obligation to provide Services for any Software after the End of Availability date published in the life cycle policy for that Software.
2.3 Purchase Requirements
(a) Except as otherwise provided, Customer must purchase Services for the initial Services Period for the most current, generally available version of the Software.
(b) Customer must purchase and/or renew Services at the same Services level for all licenses for a particular Software product installed in a given environment, such as Test, Development, QA, or Production (e.g., a customer cannot purchase 24×7 support for only one license in its lab and purchase 9×5 support for the other licenses in that environment).
(c) Except as otherwise provided in the applicable price list, the minimum term for any Services offering is one (1) year.
(d) Upon renewal of Services, this SMTC will automatically update to the then-current Services terms and conditions set forth at https://www.nice.de/legal.
2.4 Exclusions
(a) Services do not include any of the following:
(i) User education and training;
(ii) Implementation or installation assistance at Customer’s site;
(iii) Development, coding and consulting of additional software;
(iv) Recovery of lost data, regardless for what caused the data loss;
Additional services covering some of the exclusions may be purchased in addition.
(b) Services do not cover problems caused by the following:
(i) unusual external physical factors such as inclement weather conditions that cause electrical or electromagnetic stress, or a failure of electric power, air conditioning or humidity control; neglect; misuse; operation of the Software with other media not in accordance with manufacturer’s specifications; or causes other than ordinary use;
(ii) use of the Software that deviates from any operating procedures as specified in the Documentation;
(iii) Third Party Products, other than the interface of the Software with the Third Party Products;
(iv) Modified Code;
(v) any customized deliverables created by NiCE, NiCE partners, or third party service providers;
(vi) use of the Software with unsupported tools (e.g., Java Development Kit (JDK); Java Runtime Environment (JRE)), APIs, interfaces or data formats other than those included with the Software and supported as set forth in the Documentation. Customer may request assistance from NiCE for such problems, for an additional fee.
(c) If NiCE suspects that a reported problem may be related to Modified Code, NiCE, may, in its sole discretion,
(i) request that the Modified Code be removed, and/or
(ii) inform Customer that additional assistance may be obtained by Customer from various product discussion forums or by engaging NiCE’s consulting services group for an additional fee.
(d) Service Interruptions:
Customer understands and agrees that temporary interruptions of services provided by the Licensor may occur from time to time as normal events. The Licensor agrees to exercise reasonable care to prevent such occurrences. However, under no circumstances will the Licensor be held liable for any financial or other damages due to such interruptions.
2.5 Customer Responsibilities
NiCE’s obligation to provide the Services is subject to the following:
(a) Customer agrees to receive communications from NiCE via email, telephone, and other formats, regarding Services (such as communications concerning support coverage, Errors or other technical issues, availability of new releases of the Software, and training options).
(b) Customer’s technical contact must cooperate with NiCE to enable NiCE to deliver the Services.
(c) As between NiCE and Customer, Customer is solely responsible for use of the Software by its personnel, and must properly train its personnel in the use of the Software.
(d) Customer must promptly report to NiCE all problems with the Software, and must implement all corrective procedures provided by NiCE reasonably promptly after receipt of the corrective procedures.
(e) Before contacting NiCE for Technical Support, Customer must protect and back up the data and information stored on the systems on which the Software is used, and must confirm that the data and information is protected and backed up in accordance with any applicable Customer or regulatory requirements. NiCE is not responsible for lost data or information in the event of Errors or other malfunction of the Software or the systems on which the Software is used.
(f) Named Users:
(i) Customer names up to three engineers that are entitled to submit support calls. Customer makes sure that these persons are knowledgeable and competent in the matters involved in the support call (operating systems, databases, etc). The named users can be submitted via the Named Users Addendum.
(ii) These users must be registered at the NiCE Customer Portal.
(iii) Named users may be replaced at any time by sending a proper notice (in writing or via e-Mail) to NiCE and registering the new user at the NiCE Customer Portal.

3. SERVICE OFFERINGS AND SERVICE FEES
3.1 Services Fees
(a) Services Fees are payable on the effective date specified in the applicable Invoice or, in the case of a renewal Services Period, no later than the date of commencement of the renewal term. Services Fees are specified in the applicable price list and are non-refundable.
(b) If Customer renews or adds a Services offering that has a minimum term of one (1) year, Customer may elect to make Services for all of its Software Licenses coterminous with the renewed or added Services. In that case, NiCE will prorate the applicable Services Fees to extend the current Services Period to make it coterminous with the renewed or added Services.
(c) For Software that is licensed on a perpetual basis, if Customer purchases Services after acquiring the Licenses, or had elected not to renew Services and later wishes to re-enroll in the Services, Customer must move to the then-current Major Release of the Software and must pay:
(i) the applicable Services Fees for the current Services Period;
(ii) the amount of Services Fees that would have been paid for the period of time that Customer was not enrolled in the Services.

4. PAYMENT, WARRANTY, LIMITATION OF LIABILITY, AND TERMINATION
4.1 Payment Terms
NiCE will invoice Customer or Customer’s reseller for Services Fees promptly following Customer’s purchase. Payment is due within thirty (30) days of the date of the invoice. Services Fees are exclusive of any taxes, duties, or similar charges imposed by any government. Customer must pay or reimburse NiCE for all federal, state, dominion, provincial, or local sales, use, personal property, excise, value added, withholding or other taxes, fees, or duties relating to the transactions contemplated by this SMTC (other than taxes on the net income of NiCE). Amounts not paid on time are subject to a late charge equal to the lesser of one and one-half percent (1.5%) per month or the maximum amount allowed by applicable law. If payment of any Services Fee is delinquent, NiCE may also suspend performance of all Services until such delinquency is corrected.
4.2 Limited Warranty
NiCE warrants that the Services will be performed in a workmanlike manner and will conform to industry standards. Upon Customer providing NiCE with a reasonably detailed written notice of the alleged nonconformance, NiCE will use reasonable efforts to re-perform the Services. TO THE MAXIMUM EXTENT PERMITTED BY LAW, THIS WARRANTY IS GIVEN EXPRESSLY AND IN PLACE OF ALL OTHER WARRANTIES, STATUTORY, EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT. TO THE MAXIMUM EXTENT PERMITTED BY LAW, THIS WARRANTY IS CUSTOMER’S SOLE AND EXCLUSIVE REMEDY WITH RESPECT TO NONCONFORMANCE OF SERVICES.
4.3 Limitation of Liability
TO THE MAXIMUM EXTENT PERMITTED BY LAW, NICE WILL NOT BE LIABLE FOR ANY LOST PROFITS OR BUSINESS OPPORTUNITIES, LOSS OF USE, LOSS OF REVENUE, LOSS OF GOODWILL, BUSINESS INTERRUPTION, LOSS OF DATA, OR ANY INDIRECT, SPECIAL, INCIDENTAL, OR CONSEQUENTIAL DAMAGES, WHETHER BASED UPON CONTRACT, TORT, OR ANY OTHER LEGAL THEORY, ARISING FROM ITS PERFORMANCE OR NON-PERFORMANCE UNDER THIS SMTC. BECAUSE SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OR LIMITATION OF LIABILITY FOR CONSEQUENTIAL OR INCIDENTAL DAMAGES, THE PRECEDING LIMITATION MAY NOT APPLY TO CUSTOMER. NICE’S LIABILITY UNDER THIS SMTC WILL NOT, IN ANY EVENT, EXCEED THE SERVICES FEES PAID BY CUSTOMER TO NICE FOR SERVICES DURING THE TWELVE (12) MONTHS IMMEDIATELY PRECEDING THE DATE OF THE EVENT MOST DIRECTLY GIVING RISE TO THE CLAIM.
4.4 Termination of Services
NiCE may terminate all Services at any time if
(a) Customer is in breach of its License restrictions or
(b) Customer is in material breach of this SMTC.

5. CUSTOMER SUPPORT DATA
5.1 Submission of Content
In connection with a Technical Support request, Customer may upload Content to NiCE’s systems. That Content will vary depending on the product and the context of the Technical Support issue. Details on the required information, such as system information about the failure, including software versions, logs, and similar, can be obtained at the relevant NiCE portal solution help desk.
Customer is solely responsible for taking steps necessary to protect any sensitive or confidential information, or Personal Data, included in Content. Those steps may include Customer obfuscating or removing such information or, depending on the product, otherwise working with NiCE at the time of submission to limit the disclosure of such information.
5.2 Restricted Content
Customer must not submit any Content to NiCE that:
(a) Customer does not have the right to provide to NiCE;
(b) is regulated by law or regulation without complying with the applicable laws or regulations.
If Customer submits any Content in contravention of this Section 5.2, then Customer is solely responsible for the consequences of that submission.
5.3 Personal Data
To the extent Customer provides Personal Data (as defined in the Data Processing Addendum) to NiCE as part of the Content, NiCE will process the Personal Data in accordance with the Data Processing Addendum.
5.4 Use of Content
NiCE may review and analyze Content to address a Technical Support request. NiCE may use the results of that review and analysis, in combination with
(a) data NiCE collects from Customer regarding Customer’s use of the Software (such as configuration, performance, and usage data) and
(b) information NiCE maintains about the Customer’s account, to provide support to NiCE customers, and to improve NiCE products, services, and user experiences.
5.5 Disclosure of Content
If NiCE is required by a subpoena, court order, agency action, or any other legal or regulatory requirement, to disclose any Content, NiCE will provide Customer with notice and a copy of the demand, as soon as practicable, unless NiCE is prohibited from doing so pursuant to applicable law or regulation. If Customer requests, NiCE will, at Customer’s expense, take reasonable steps to contest and to limit the scope of any required disclosure.

6. MISCELLANEOUS
6.1 Transfer, Assignment
Customer may not assign or delegate this SMTC to any third party without NiCE’s prior written consent.
6.2 Governing Law
This SMTC are governed by the laws of Germany without regard to conflict of laws principles. Customer and NiCE consent to the exclusive jurisdiction of the courts located in Stuttgart, Germany for the adjudication of any disputes under this SMTC.
6.3 Entire Agreement
This SMTC, the Data Processing Addendum, the applicable Order, the EULA to the extent it applies, and the information on the NiCE Support Services Website ( https://www.nice.de/legal ), together constitute the entire agreement of the parties with respect to provision of the Services by NiCE to Customer, and supersedes all prior written or oral communications, understandings, and agreements.
6.4 Customer Forms
Except as expressly set forth in this SMTC, no terms of any purchase order or other business form that Customer may use will affect the obligations of the parties under this SMTC, and any purchase order or other business form which contains additional or conflicting terms is hereby rejected by NiCE. Customer agrees that purchase orders do not have to be signed by Customer to be valid and enforceable.
6.5 Amendment and Waiver
Any amendment or waiver of the provisions of this SMTC must be in writing signed by both parties to be effective.
6.6 Severability
If any provision of this SMTC is found to be invalid or unenforceable, the remaining terms will continue to be valid and enforceable to the fullest extent permitted by law.
6.7 Survival
Any provision of this SMTC that, by its nature and context is intended to survive, including provisions relation to payment of outstanding fees, confidentiality, warranties, and limitation of liability, will survive termination of this SMTC. The Data Processing Addendum will continue to be effective to the extent NiCE continues to process Personal Data after termination of this SMTC.
6.8 Use of Third Parties
NiCE may deliver the Services with the assistance of Third Parties, such as the manufacturers of hardware or software, on which NiCE software relies (i.e. Microsoft, IBM, Oracle, VMware). NiCE may use Customer data to open support calls with these Third Parties, solely for the purpose of solving issues, that may derive from any malfunctioning in the Third Party hardware or software. NiCE will in any case inform the Customer upfront when opening support calls with Third Parties, and will work closely with the Customer during such scenarios.
6.9 Contact Information
Please direct legal notices or other correspondence to NiCE IT Management Solutions GmbH, Attention: Legal Department, Liebigstrasse 9, 71229 Leonberg, Germany or use the Legal Enquiry webform at https://www.nice.de/legal/legal-enquiries.
© NiCE IT Management Solutions GmbH

NiCE Named User Addendum   |   NUA

Open NiCE NUA as pdf

NiCE Named User Addendum

This Named User Addendum (“NUA”) forms part of the Agreement between the party identified in the Agreement (“Customer”) and NiCE IT Management Solutions GmbH, located in Germany, or NiCE IT Management Solutions Corporation, located in the U.S., as applicable (“NiCE”), and applies to the extent that NiCE recognizes Customer´s support team members to be eligible for opening support tickets for NiCE software purchased under legal terms as defined in the EULA and License Certificate. Current DPA terms do apply.

1. DEFINITIONS
1.1 “Agreement”
means the written or electronic agreement between Customer and NiCE for the provision of the Services to Customer.
1.2 “EULA”
means End User License Agreement. See https://www.nice.de/legal/.
1.3 “Software”
means the NiCE computer programs listed on NiCE’s commercial price list to which You acquire a license under an Order, together with any software code relating to the foregoing that is provided to You pursuant to a support and subscription service contract and that is not subject to a separate license agreement.
1.4 “Named User”
means Customer´s team member to be eligible for opening support tickets for NiCE software purchased under legal terms as defined in the EULA, Order, and License Certificate.
1.5 “NiCE Customer Portal”
means the online platform for services such as electronically downloading NiCE software, opening support tickets online, managing license keys.
1.6 “DPA”
means the current NiCE Data Processing Addendum. See https://www.nice.de/legal/.

2. NAMED USERS
Customer names up to three engineers that are entitled to submit support calls.
(a) Customer makes sure that these persons are knowledgeable and competent in the matters involved in the support call (operating systems, databases, etc).
(b) These users must be registered at the NiCE Customer Portal. See https://login.nice.de/.
(c) Named users may be replaced by Customer at any time by sending a proper notice (in writing or via e-Mail) to NiCE and registering the new user at the NiCE Customer Portal.
(d) This NUA refers to >Contract ID, Contract Name, Customer Account<
(e) To apply your engineers as described in the agreement, please fill in the Named User Form and return it to PortalTeam@nice.de.

3. NAMED USER ADDENDUM FORM
Please fill in this form and return it to PortalTeam@nice.de.

4. Contact Information
Please direct legal notices or other correspondence to NiCE IT Management Solutions GmbH, Attention: Legal Department, Liebigstrasse 9, 71229 Leonberg, Germany or use the Legal Enquiry webform at https://www.nice.de/legal/legal-enquiries.
© NiCE IT Management Solutions GmbH

NiCE Data Processing Addendum   |   DPA

Open NiCE DPA as pdf

NiCE Data Processing Addendum
This Data Processing Addendum (“DPA”) forms part of the Agreement between the party identified in the Agreement (“Customer”) and NiCE IT Management Solutions GmbH, located in Germany, or NiCE IT Management Solutions Corporation, located in the U.S., as applicable (“NiCE”), and applies to the extent that
(a) NiCE processes Personal Data on behalf of Customer in the course of providing Services and
(b) the Agreement expressly incorporates this DPA by reference. This DPA does not apply where NiCE is the Controller. All capitalized terms not defined in this DPA will have the meanings set forth in the Agreement.

1. DEFINITIONS
1.1 “Agreement”
means the written or electronic agreement between Customer and NiCE for the provision of the Services to Customer.
1.2 “Controller”
means an entity that determines the purposes and means of the processing of Personal Data.
1.3 “Data Protection Law”
means all data protection and privacy laws applicable to the processing of Personal Data under the Agreement.
1.4 “GDPR”
means Regulation 2016/679 of the European Parliament and of the Council on the protection of natural persons with regard to the processing of Personal Data and on the free movement of such data (General Data Protection Regulation).
1.5 “Personal Data”
means any information relating to an identified or identifiable natural person contained within Customer’s Content as defined in the Agreement.
1.6 “Personal Data Breach”
means a breach of security of the Services leading to the accidental or unlawful destruction, loss, alteration, unauthorized disclosure of, or access to Personal Data.
1.7 “Processor”
means an entity that processes Personal Data on behalf of a Controller.
1.8 “Services”
means any customer support services provided by NiCE to Customer pursuant to the Agreement.
1.9 “Sub-processor”
means any Processor engaged by NiCE that processes Personal Data pursuant to the Agreement. Sub-processors may include third parties.

2. PROCESSING
2.1 Role of the Parties
As between NiCE and Customer, NiCE will process Personal Data under the Agreement only as a Processor acting on behalf of the Customer. Customer may act either as a Controller or as a Processor with respect to Personal Data.
2.2 Customer Processing of Personal Data
Customer will, in its use of the Services, comply with its obligations under Data Protection Law in respect of its processing of Personal Data and any processing instructions it issues to NiCE. Customer represents that it has all rights and authorizations necessary for NiCE to process Personal Data pursuant to the Agreement.
2.3 NiCE Processing of Personal Data
NiCE will comply with its processor obligations under Data Protection Law and will process Personal Data in accordance with Customer’s documented instructions. Customer agrees that the Agreement is its complete and final instructions to NiCE in relation to the processing of Personal Data. Processing any Personal Data outside the scope of the Agreement will require prior written agreement between NiCE and Customer by way of written amendment to the Agreement, and will include any additional fees that may be payable by Customer to NiCE for carrying out such instructions. Upon notice in writing, Customer may terminate the Agreement if NiCE declines to follow Customer’s reasonable instructions that are outside the scope of, or changed from, those given or agreed to in the Agreement, to the extent such instructions are necessary to enable Customer to comply with Data Protection Laws.
2.4 Processing of Personal Data Details
2.4.1 Subject matter
The subject matter of the processing under the Agreement is the Personal Data.
2.4.2 Duration
The duration of the processing under the Agreement is determined by Customer and as set forth in the Agreement.
2.4.3 Purpose
The purpose of the processing under the Agreement is the provision of the Services by NiCE to Customer as specified in the Agreement.
2.4.4 Nature of the processing
NiCE and/or its Sub-processors are providing Services or fulfilling contractual obligations to Customer as described in the Agreement. These Services may include the processing of Personal Data by NiCE and/or its Sub-processors on systems that may contain Personal Data.
2.4.5 Categories of data subjects
Customer determines the data subjects which may include Customer’s end users, employees, contractors, suppliers, and other third parties.
2.4.6 Categories of data
Personal Data that Customer submits to the Services.

3. SUBPROCESSING
3.1 Use of Sub-Processors
NiCE engages Sub-processors to provide certain services on its behalf. Customer consents to NiCE engaging Sub-processors to process Personal Data under the Agreement. NiCE will be responsible for any acts, errors, or omissions of its Sub-processors that cause NiCE to breach any of NiCE’s obligations under this DPA.
3.2 Obligations
NiCE will enter into an agreement with each Sub-processor that obligates the Sub-processor to process the Personal Data in a manner substantially similar to the standards set forth in the DPA, and at a minimum, at the level of data protection required by Data Protection Law (to the extent applicable to the services provided by the Sub-processor).
3.3 Notice
NiCE will provide a list of Sub-processors that it engages to process Personal Data upon written request by Customer or as otherwise made available by NiCE on its website.

4. SECURITY MEASURES
4.1 Security Measures by NiCE
NiCE will implement and maintain appropriate technical and organizational security measures to protect against Personal Data Breaches and to preserve the security and confidentiality of Personal Data processed by NiCE on behalf of Customer in the provision of the Services (“Security Measures”). The Security Measures are subject to technical progress and development. NiCE may update or modify the Security Measures from time to time provided that any updates and modifications do not result in material degradation of the overall security of the Services purchased by the Customer.
4.2 Security Measures by Customer
Customer is responsible for using and configuring the Services in a manner that enables Customer to comply with Data Protection Laws, including implementing appropriate technical and organizational measures.
4.3 Personnel
NiCE restricts its personnel from processing Personal Data without authorization (unless required to so by applicable law) and will ensure that any person authorized by NiCE to process Personal Data is subject to an obligation of confidentiality.
4.4 Prohibited Data
Customer acknowledges and agrees that the Agreement may prohibit the submission of certain types of Personal Data (such as an individual’s financial or health information) to the Services. Customer must not submit to the Services any Personal Data which is regulated by law.

5. PERSONAL DATA BREACH RESPONSE
Upon becoming aware of a Personal Data Breach, NiCE will notify Customer without undue delay and will provide information relating to the Personal Data Breach as reasonably requested by Customer. NiCE will use reasonable endeavors to assist Customer in mitigating, where possible, the adverse effects of any Personal Data Breach.

6. AUDIT REPORTS
NiCE (or third parties engaged by NiCE) audits its compliance against data protection and information security standards on a regular basis. The specific audits, and the data protection and information security certifications NiCE has achieved, will necessarily vary depending upon the nature of the Services in question. Upon Customer’s written request, and subject to obligations of confidentiality, NiCE will make available to Customer a summary of its most recent relevant audit report and/or other documentation reasonably required by Customer which NiCE makes generally available to its customers, so that Customer can verify NiCE’s compliance with this DPA.

7. DATA TRANSFERS AND EXPORTS
7.1 Data Transfers
NiCE may transfer and process Personal Data to and in other locations around the world where NiCE or its Sub-processors maintain data processing operations as necessary to provide the Services as set forth in the Agreement.

8. DELETION OF DATA
Following expiration or termination of the Agreement, NiCE will delete or return to Customer all Personal Data in NiCE’s possession as set forth in the Agreement except to the extent NiCE is required by applicable law to retain some or all of the Personal Data (in which case NiCE will archive the data and implement reasonable measures to prevent the Personal Data from any further processing). The terms of this DPA will continue to apply to that retained Personal Data.

9. COOPERATION
9.1 Data Protection Requests
If NiCE receives any requests from individuals or applicable data protection authorities relating to the processing of Personal Data under the Agreement, including requests from individuals seeking to exercise their rights under Data Protection Law, NiCE will promptly redirect the request to the Customer. NiCE will not respond to such communication directly without Customer’s prior authorization, unless legally compelled to do so. If NiCE is required to respond to such a request, NiCE will promptly notify Customer and provide Customer with a copy of the request, unless legally prohibited from doing so.
9.2 Customer Requests
NiCE will reasonably cooperate with Customer, at Customer’s expense, to permit Customer to respond to any requests from individuals or applicable data protection authorities relating to the processing of Personal Data under the Agreement to the extent that Customer is unable to access the relevant Personal Data in their use of the Services.
9.3 DPIAs and Prior Consultations
To the extent required by Data Protection Law, NiCE will, upon reasonable notice and at Customer’s expense, provide reasonably requested information regarding the Services to enable Customer to carry out data protection impact assessments (“DPIAs”) and/or prior consultations with data protection authorities.
9.4 Legal Disclosure Requests
If NiCE receives a legally binding request for the disclosure of Personal Data which is subject to this DPA, such request will be dealt with in accordance with the Agreement.

10. GENERAL
10.1 Relationship with Agreement
Any claims brought under this DPA will be subject to the terms and conditions of the Agreement, including the exclusions and limitations set forth in the Agreement.
10.2 Conflicts
In the event of any conflict between this DPA and any privacy-related provisions in the Agreement, the terms of this DPA will prevail.
10.3 Modification and Supplementation
NiCE may modify the terms of this DPA as provided in the Agreement, in circumstances such as
(a) if required to do so by a supervisory authority or other government or regulatory entity,
(b) if necessary to comply with Data Protection Law, or
(c) to implement or adhere to standard contractual clauses, approved codes of conduct or certifications, binding corporate rules, or other compliance mechanisms, which may be permitted under Data Protection Law. Supplemental terms may be added as an Annex or Appendix to this DPA where such terms only apply to the processing of Personal Data under the Data Protection Law of specific countries or jurisdictions. NiCE will provide notice of such changes to Customer, and the modified DPA will become effective, in accordance with the terms of the Agreement or as otherwise provided on NiCE’s website if not specified in the Agreement.
10.4 Contact Information
Please direct legal notices or other correspondence to NiCE IT Management Solutions GmbH, Attention: Legal Department, Liebigstrasse 9, 71229 Leonberg, Germany or use the Legal Enquiry webform at https://www.nice.de/legal/legal-enquiries.
© NiCE IT Management Solutions GmbH

NiCE License Certificate   |   LC

Open NiCE LC as pdf

NiCE License Certificate

Certificate Owner/Customer
End User Account Name
Address

Subject Matter
Agreement ID:
Support Timeframe:
Purchase Order Ref.:
Licensed Solution:

Contract Scope according to Purchase Order
Solution
Range
Quantity

Resources
NiCE Webpages: https://www.nice.de/ and https://www.nice.us.com/
NiCE Customer Portal: https://portal.nice.de/
Legal: https://www.nice.de/legal/ and https://www.nice.us.com/legal/
• NiCE End User License Agreement
• NiCE Support Terms and Conditions
• NiCE Data Processing Addendum
• NiCE Named Users Addendum
• NiCE License Certificate
Legal Enquiry Contact Form: https://www.nice.de/legal/legal-enquiries
NiCE Contact Form: https://www.nice.de/request/ and https://www.nice.us.com/request/
© NiCE IT Management Solutions GmbH

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