1. Parties, business-customer status, and acceptance
This Software License & Service Agreement (“Agreement”) is between Nicholson Solutions of IL LLC (“Nicholson Solutions,” “we,” “us,” or “Provider”) and the business or organization accepting this Agreement (“Customer”).
The individual accepting this Agreement or an Order on Customer’s behalf represents and warrants that the individual is acting for a business or organization, is at least 18 years old, and has authority to bind that Customer. If the individual lacks authority, the individual must not accept the Agreement or authorize payment.
Customer accepts this Agreement by affirmatively checking the acceptance box in Nicholson Solutions checkout, signing or approving an Order that incorporates this Agreement, or otherwise expressly accepting it electronically. Electronic acceptance and retained electronic records are intended to have the same effect as written acceptance to the extent permitted by applicable law.
2. Order and scope
An “Order” means the applicable Nicholson Solutions checkout record, order schedule, signed quote, invoice, or other written ordering document accepted by both parties. The Order identifies the licensed product, subscription term or license term, included sites or locations, approved quantities, activation or setup charges, and other commercial terms.
If an Order conflicts with this Agreement, the Order controls only for the specific commercial term it expressly changes. This Agreement controls all other matters.
3. License grant
Subject to Customer’s timely payment and compliance with this Agreement, Nicholson Solutions grants Customer a limited, non-exclusive, non-transferable, non-sublicensable, revocable right during the applicable license or subscription term to access and use the licensed software solely for Customer’s internal business operations and only within the scope stated in the Order.
Access may be limited by purchased sites, locations, accounts, roles, active products, or other entitlements stated in the Order. Any use beyond the purchased scope requires written approval and may require additional fees.
4. Nicholson Solutions ownership
Nicholson Solutions retains all right, title, and interest in and to the software and related technology. This includes source code, object code, databases and schemas created by Nicholson Solutions, software architecture, workflows, interfaces, product designs, documentation, configuration methods, templates, trademarks, trade names, know-how, inventions, improvements, and other intellectual property, whether existing now or developed later.
Customer receives a license to use the software. Customer does not purchase ownership of DocGymOps, CheknOps, GuardReady Ops, any bundle, source code, platform architecture, or Nicholson Solutions intellectual property unless Nicholson Solutions expressly agrees to a separate intellectual-property transfer in a signed writing.
5. Customer Data; configurations; improvements
As between the parties, Customer retains all right, title, and interest in Customer’s business and operational data and Customer-provided branding, files, images, text, and other content (“Customer Data”). Nicholson Solutions receives no ownership interest in Customer Data merely because the data is hosted or processed through the services.
Customer receives no ownership interest in software modifications, configurations, templates, workflows, derivative works, fixes, enhancements, improvements, or other technology developed by or for Nicholson Solutions, even when such work is informed by Customer feedback or configured for Customer, except to the extent a signed Order expressly states otherwise.
Customer grants Nicholson Solutions and its authorized service providers a limited right to host, process, transmit, copy, display, and otherwise use Customer Data only as reasonably necessary to provide, secure, maintain, support, troubleshoot, and administer the contracted services; comply with Customer instructions; and satisfy legal obligations.
Nicholson Solutions will not use identifiable Customer Data for unrelated product development, advertising, or marketing without Customer authorization. Nicholson Solutions may use de-identified or aggregated information that does not reasonably identify Customer or an individual to understand service performance, security, reliability, and usage patterns.
6. Customer responsibility for data, notices, and lawful use
Customer is responsible for the accuracy, quality, legality, and appropriateness of Customer Data and for obtaining any notices, permissions, authorizations, consents, or other legal basis required to collect and use that data. Customer is responsible for how its administrators, employees, contractors, members, guards, visitors, or other users use the software.
For employee, visitor, security, and gym-member information, Customer remains responsible for lawful collection, employment notices, surveillance or monitoring disclosures, access decisions, parental or guardian permissions where required, and other consents or policies applicable to Customer’s use case.
Customer must not use the services to collect or process data that Customer is not legally permitted to collect or process. Customer must not upload Social Security numbers, complete payment-card numbers, passwords belonging to unrelated systems, or highly sensitive regulated data unless the applicable Nicholson Solutions service expressly supports that data and the parties have agreed to any required additional safeguards in writing.
Customer must not use Nicholson Solutions services for biometric enrollment, facial-recognition templates, face-geometry analysis, fingerprint or voiceprint identification, or similar biometric processing unless Nicholson Solutions has separately approved that functionality in writing and appropriate legal safeguards have been implemented. Ordinary photographs may be stored for operational purposes when lawful, but Customer must not convert or use them for biometric identification through the services without that written approval.
Direct child account registration by children under 13 is prohibited unless a Nicholson Solutions product is specifically designed and legally reviewed for that purpose. Customer-maintained records about minors remain subject to Customer’s own lawful notices, permissions, and use obligations.
7. Account security and administrators
Customer is responsible for selecting trustworthy administrators, maintaining accurate account information, protecting credentials and devices, promptly removing access for persons who no longer require it, and notifying Nicholson Solutions of suspected unauthorized access. Customer is responsible for activity performed through its accounts except to the extent caused by Nicholson Solutions’ own breach of this Agreement.
Nicholson Solutions may require password resets, account recovery, session termination, device reauthorization, or other protective measures when reasonably necessary to protect the services, Customer Data, or other customers.
8. Use restrictions
Customer may not, and may not permit another person to:
- copy, sell, resell, rent, lease, sublicense, distribute, or commercially exploit the software except as expressly authorized in an Order;
- reverse engineer, decompile, disassemble, discover source code, bypass security, defeat licensing controls, or attempt to derive non-public architecture except to the extent a restriction is prohibited by law;
- remove or alter Nicholson Solutions ownership, copyright, trademark, or proprietary notices;
- use the services to violate law, infringe rights, harass, defraud, surveil unlawfully, or facilitate unauthorized access;
- interfere with the integrity, performance, availability, or security of the services, including through malicious code, excessive automated requests, credential sharing, or attempts to access another customer’s data;
- use the software to create or assist a competing product by copying Nicholson Solutions’ protected expression, non-public design, workflows, or architecture.
9. Operational tool; no professional or emergency-service substitute
The products are operational software tools. They do not replace Customer’s management judgment, employee supervision, physical security procedures, emergency response procedures, legal obligations, medical judgment, accounting controls, or other professional responsibilities.
GuardReady Ops is not a law-enforcement, alarm-monitoring, or emergency-dispatch service. CheknOps does not guarantee building security or verify a person’s legal right to enter a facility. DocGymOps does not provide medical, health, tax, legal, or financial advice. Customer remains responsible for its own policies and decisions.
10. Availability, maintenance, connectivity, and offline behavior
Nicholson Solutions will use commercially reasonable efforts to keep the services available and functional. Unless an Order expressly includes a written service-level commitment, no specific uptime percentage, response time, repair time, or uninterrupted operation is promised.
Some features depend on internet access, browsers, devices, third-party networks, email delivery, hosting providers, identity services, or other external systems. Where a product includes offline or queued functionality, it is intended to improve continuity during temporary connectivity interruptions but does not guarantee uninterrupted operation or successful synchronization under every device, network, browser, power, storage, or user condition.
Nicholson Solutions may perform maintenance, security updates, emergency repairs, or product changes that reasonably affect availability.
11. Third-party services
The services may rely on third-party hosting, database, authentication, payment, communications, device, browser, domain, or infrastructure providers. Nicholson Solutions is not responsible for outages, failures, policy changes, or acts of third parties outside its reasonable control, but will use commercially reasonable efforts to restore affected Nicholson Solutions functionality when practical.
Payment-card information entered into Stripe-hosted checkout is processed by Stripe. Nicholson Solutions does not require customers to enter card details into the Nicholson Solutions website order form.
12. Security and security incidents
Nicholson Solutions will maintain reasonable administrative, technical, and organizational safeguards appropriate to the nature of the services and data it controls. No internet-based system is completely secure, and Nicholson Solutions does not warrant that unauthorized access, data loss, malware, service interruption, or other security events can never occur.
If Nicholson Solutions confirms a security incident that compromises the confidentiality, integrity, or availability of Customer Data (“Security Incident”), Nicholson Solutions will notify the affected Customer without undue delay and, unless legally prohibited or a longer period is reasonably necessary to avoid materially impairing an active investigation, within five (5) business days after confirmation. The notice will provide information reasonably available to Nicholson Solutions that is useful for Customer’s own response obligations.
Customer will reasonably cooperate with security investigations and will not publicly disclose a suspected vulnerability in a manner that materially increases risk before Nicholson Solutions has had a reasonable opportunity to investigate and mitigate it.
13. Privacy, Data Processing Addendum, and Acceptable Use Policy
Nicholson Solutions’ Privacy Policy describes Nicholson Solutions’ handling of personal information. Customer is responsible for its own privacy notices, employment notices, visitor notices, member disclosures, consents, and other obligations applicable to Customer’s use of the products.
The Nicholson Solutions Data Processing Addendum applies when Nicholson Solutions processes Customer Personal Data on Customer’s behalf and is incorporated into online Orders. The Acceptable Use Policy supplements the use restrictions in this Agreement.
14. Fees, billing, taxes, and payment
Customer will pay the fees stated in the Order. Published plans may include recurring subscription fees, activation or setup fees, included sites or locations, and approved additional-site or additional-location charges. Custom quantities or terms may require a written quote.
Unless an Order states otherwise, recurring fees are billed in advance. Customer authorizes Nicholson Solutions and its payment provider to collect amounts due through the payment method selected by Customer. Customer is responsible for applicable taxes, duties, assessments, and government charges, excluding taxes measured by Nicholson Solutions’ net income.
Past-due balances may result in restricted access or suspension after any applicable grace period. Customer remains responsible for unpaid amounts accrued before suspension or termination.
15. Activation and setup fees
Activation, onboarding, setup, configuration, implementation, or similar one-time charges compensate Nicholson Solutions for work and resources committed to establishing service. “Setup Work Begins” when Nicholson Solutions first performs customer-specific provisioning, tenant or site configuration, branding configuration, administrative account setup, approved data import or migration, onboarding configuration, or other customer-specific setup work identified in the Order.
Unless required by law or stated otherwise in the Order, the portion of an activation or setup fee attributable to work already performed is non-refundable after Setup Work Begins. If Nicholson Solutions cancels an Order for reasons not caused by Customer before any Setup Work Begins, the activation or setup fee will be refunded.
16. Subscription term, renewal, cancellation, and refunds
Unless the Order states otherwise, monthly and annual subscriptions automatically renew for successive periods of the same length until canceled.
Customer may cancel future renewal through any billing or customer portal Nicholson Solutions makes available or by written notice to flight@nicholsonsolutions.net. Cancellation must be submitted before the next renewal charge to prevent the subsequent renewal.
Cancellation ordinarily becomes effective at the end of the then-current prepaid subscription term, and Customer ordinarily retains access through that paid term unless Customer requests earlier closure, Nicholson Solutions agrees otherwise, or this Agreement permits suspension or termination sooner.
Except where required by law, stated in the Order, or approved by Nicholson Solutions in writing, cancellation does not create a refund for a subscription period already purchased. Activation and setup fees are governed by Section 15.
Any perpetual-use license must be expressly identified as such in a signed Order and is subject to the scope, support, hosting, maintenance, update, and third-party-service terms stated in that Order. A perpetual software license does not by itself create perpetual hosting, maintenance, support, or third-party service obligations.
17. Price changes
Nicholson Solutions may change pricing for a future renewal period by giving reasonable advance notice. A price change will not retroactively alter fees already paid for the then-current paid period unless required by law, Customer requests a scope change, or the parties agree otherwise.
18. Support
Nicholson Solutions will provide reasonable product support through the support channels it makes available. Unless the Order expressly states a service-level commitment, support communications are not a guarantee of a specific response or resolution time. Support does not include Customer’s unrelated hardware, internet service, third-party software, internal policies, or custom development unless separately agreed.
19. Product changes
Nicholson Solutions may update, modify, replace, or improve features to maintain security, reliability, usability, legal compliance, or product direction. Nicholson Solutions will not intentionally remove the core paid function of a current subscription without reasonable notice or a reasonable replacement, except where immediate action is required for security, legal compliance, or third-party dependency changes.
20. Data export, retention, suspension, and account closure
During an active subscription, Customer may use available export features for Customer Data. Unless an Order states otherwise, after the paid service term ends Customer will have thirty (30) days to request a reasonable final export of Customer Data that remains reasonably available to Nicholson Solutions (the “Retrieval Period”).
After the Retrieval Period, Nicholson Solutions may begin deleting Customer Data from active production systems and intends to complete deletion from systems under its direct administrative control within sixty (60) days, subject to legal holds, fraud prevention, security needs, technical constraints, and provider limitations. Residual copies may remain in encrypted backups until those backups are overwritten or deleted through ordinary backup cycles.
Billing, tax, legal-acceptance, security, fraud-prevention, audit, and similar business records may be retained for longer periods when reasonably necessary or legally required. Customer is responsible for maintaining any copies of data it is legally required to retain.
21. Confidentiality
Each party may receive non-public business, technical, security, pricing, product, or operational information of the other (“Confidential Information”). The receiving party will use Confidential Information only as necessary to perform or exercise rights under this Agreement and will use reasonable care to protect it from unauthorized disclosure.
Confidential Information does not include information that the receiving party can document was lawfully known without restriction, independently developed without use of the other party’s Confidential Information, lawfully received from a third party without duty of confidentiality, or made public without breach of this Agreement. A party may disclose information when legally required after giving notice when legally permitted.
22. Feedback
If Customer voluntarily provides suggestions, ideas, enhancement requests, or feedback about Nicholson Solutions products, Nicholson Solutions may use that feedback without restriction or payment, provided Nicholson Solutions does not thereby acquire ownership of Customer Data or Customer’s confidential business information.
23. Disclaimer of warranties
TO THE MAXIMUM EXTENT PERMITTED BY LAW, EXCEPT FOR ANY EXPRESS WARRANTY STATED IN AN ORDER, THE SERVICES ARE PROVIDED “AS IS” AND “AS AVAILABLE.” NICHOLSON SOLUTIONS DISCLAIMS IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, NON-INFRINGEMENT, AND ANY WARRANTY ARISING FROM COURSE OF DEALING OR USAGE OF TRADE.
Nicholson Solutions does not warrant that the services will be uninterrupted, error-free, immune from security incidents, compatible with every device or third-party system, or sufficient by themselves to satisfy Customer’s legal, regulatory, contractual, safety, employment, security, or recordkeeping obligations.
24. Limitation of liability
TO THE MAXIMUM EXTENT PERMITTED BY LAW, NEITHER PARTY WILL BE LIABLE FOR INDIRECT, INCIDENTAL, SPECIAL, EXEMPLARY, PUNITIVE, OR CONSEQUENTIAL DAMAGES, OR FOR LOST PROFITS, LOST REVENUE, LOST BUSINESS OPPORTUNITY, LOSS OF GOODWILL, OR LOSS OF DATA, EVEN IF ADVISED OF THE POSSIBILITY.
TO THE MAXIMUM EXTENT PERMITTED BY LAW, NICHOLSON SOLUTIONS’ TOTAL AGGREGATE LIABILITY ARISING OUT OF OR RELATING TO THE SERVICES, AN ORDER, THIS AGREEMENT, A CONFIDENTIALITY OBLIGATION, A SECURITY INCIDENT, OR NICHOLSON SOLUTIONS’ LIMITED INTELLECTUAL-PROPERTY INDEMNITY WILL NOT EXCEED THE FEES PAID OR PAYABLE BY CUSTOMER TO NICHOLSON SOLUTIONS FOR THE AFFECTED SERVICE DURING THE TWELVE MONTHS IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO THE CLAIM.
The foregoing Nicholson Solutions liability cap does not limit Customer’s obligation to pay fees properly due, Customer’s indemnification obligations under Section 25, or liability that applicable law does not permit to be limited. Neither party may rely on this Section to limit liability for its own fraud or willful misconduct.
25. Indemnification
25.1 Customer indemnification
To the extent permitted by law, Customer will defend, indemnify, and hold harmless Nicholson Solutions and its owners, officers, employees, and contractors from third-party claims, damages, judgments, penalties, costs, and reasonable attorneys’ fees arising from: (a) Customer Data or Customer-provided content; (b) Customer’s unlawful or unauthorized use of the services; (c) Customer’s violation of another person’s privacy, employment, publicity, intellectual-property, or other rights; (d) Customer’s failure to obtain required notices or consents; or (e) Customer’s material breach of Sections 6, 7, or 8.
25.2 Limited Nicholson Solutions intellectual-property indemnification
Subject to Section 24, Nicholson Solutions will defend Customer against a third-party claim alleging that the unmodified Nicholson Solutions software, when used by Customer as authorized under the Agreement, directly infringes that third party’s United States patent, copyright, or trademark, and Nicholson Solutions will pay damages finally awarded or settlement amounts approved by Nicholson Solutions for that claim.
This obligation does not apply to a claim arising from Customer Data; Customer instructions or specifications; modifications not made by Nicholson Solutions; combination with items not supplied or approved by Nicholson Solutions when the claim would not otherwise exist; use outside the licensed scope; or continued use after Nicholson Solutions provides a non-infringing replacement or directs Customer to stop use.
25.3 Defense and settlement procedure
The party seeking indemnification must give prompt written notice of the claim, provide reasonable cooperation at the indemnifying party’s expense, and allow the indemnifying party to control the defense and settlement with counsel reasonably qualified for the matter. The indemnifying party may not settle a claim in a manner that admits wrongdoing by the indemnified party, imposes a non-monetary obligation on the indemnified party, or fails to fully release the indemnified party without that party’s written consent, not to be unreasonably withheld.
26. Suspension
Nicholson Solutions may suspend access, in whole or in part, when reasonably necessary because of nonpayment, suspected fraud, security risk, unlawful use, material breach, threats to another customer or the platform, required legal process, or a third-party infrastructure restriction. When practical, Nicholson Solutions will give notice and an opportunity to cure before suspension. Immediate suspension is permitted when delay would create material risk.
27. Termination
Either party may terminate for a material breach that remains uncured after reasonable written notice when cure is possible. Nicholson Solutions may terminate immediately for intentional security attacks, unlawful use, repeated unauthorized access attempts, fraud, or conduct that creates material legal or security risk.
Termination does not relieve either party of obligations accrued before termination. Sections concerning ownership, restrictions, confidentiality, fees owed, warranty disclaimers, liability, indemnification, dispute terms, and other provisions that by their nature should survive will survive.
28. Force majeure
Neither party is liable for delay or failure caused by events beyond its reasonable control, including widespread internet or utility failures, natural disasters, war, terrorism, civil unrest, labor disruptions, government action, epidemics, major third-party cloud or communications outages, or similar events, except that this section does not excuse Customer’s obligation to pay amounts already due.
29. Disputes; informal resolution; Illinois law; attorneys’ fees
Before filing a lawsuit relating to this Agreement, a party will provide written notice describing the dispute and the requested resolution. Authorized business representatives of the parties will attempt in good faith to resolve the dispute for thirty (30) days after receipt of that notice. Either party may seek immediate temporary, injunctive, or equitable relief when reasonably necessary to protect confidential information, intellectual property, data security, or access rights.
This Agreement and each Order are governed by the laws of the State of Illinois, without regard to conflict-of-law rules. To the extent a dispute proceeds in court, each party consents to personal jurisdiction and venue in a state or federal court located in Illinois that has subject-matter jurisdiction, subject to any mandatory law requiring a different forum.
Except for reasonable collection costs and attorneys’ fees Nicholson Solutions incurs to collect undisputed overdue amounts where such recovery is permitted by law, each party will ordinarily bear its own attorneys’ fees and costs unless a statute, court order, or other enforceable provision provides otherwise.
30. Notices
Operational notices may be provided by email, in-product notice, account notice, or other reasonable electronic means. Formal notices concerning material breach or termination should be sent to the business contact in the Order and to Nicholson Solutions at flight@nicholsonsolutions.net, unless a party designates another notice address in writing.
31. Assignment
Customer may not assign this Agreement or an Order without Nicholson Solutions’ written consent, except in connection with a merger or sale of substantially all of Customer’s assets where the successor assumes all obligations and is not a direct competitor of Nicholson Solutions. Nicholson Solutions may assign this Agreement in connection with a merger, financing, reorganization, sale of the business or relevant assets, or to an affiliate or successor.
32. Entire agreement; severability; waiver
This Agreement, the applicable Order, Privacy Policy, Data Processing Addendum, Acceptable Use Policy, and documents expressly incorporated by reference are the entire agreement concerning the purchased services and replace prior discussions on the same subject. If a provision is unenforceable, it will be enforced to the maximum extent permitted and the remainder will continue in effect. Failure to enforce a provision is not a waiver.
33. Changes to this Agreement
Nicholson Solutions may update this Agreement for future Orders or renewal periods. Material changes affecting an active Customer will be communicated reasonably in advance when practical. The version accepted with an Order remains part of the record for that Order. Changes do not retroactively alter a fully paid current term unless required by law or agreed by the parties.
34. Electronic records, order confirmation, and evidence of acceptance
Customer agrees that Nicholson Solutions may retain electronic records showing the accepted Agreement version, Privacy Policy version, Data Processing Addendum version, Acceptable Use Policy version, acceptance date and time, Order reference, customer company and email, selected product and plan, price, billing frequency, setup fee, renewal disclosure, cancellation method, authority-to-bind confirmation, and related transaction information.
For online checkout, Nicholson Solutions will require affirmative acceptance through unchecked controls linked to the applicable legal documents and will provide or send a reasonable order or transaction confirmation. Customer may print or save this Agreement for its records.
35. Contact
Questions about this Agreement may be sent to flight@nicholsonsolutions.net.