Terms & Conditions
1. Grant of License
NTs grants Customer a limited, non-exclusive, non-transferable, revocable license to use the SANDI
software solely for internal educational purposes in a virtual setting.
2. No Guarantee of Outcome
SANDI is a support tool. NTs makes no guarantee that student drivers using SANDI will succeed, improve
driving ability, or receive a license.
3. Disclaimer of Liability
NTs disclaims all liability for:
– Any injury, accident, or death involving a student who has used SANDI;
– Any damage to property or third-party harm;
– Actions, omissions, or judgments made by instructors using data from SANDI;
– System failures, software glitches, or data inaccuracies;
– Misinterpretation of performance metrics.
SANDI is not a substitute for certified driving education. NTs has no control over or responsibility for how
the software is used by end users.
4. Limitation of Liability
NTs’ aggregate liability shall not exceed the license fee paid ($6,500). NTs is not liable for indirect,
incidental, special, or consequential damages under any circumstances.
5. Indemnification
Customer shall indemnify and hold harmless NTs, its officers, employees, and contractors from any and all
claims, losses, liabilities, damages, and expenses (including attorneys’ fees) arising out of or related to
Customer’s or users’ use of the SANDI software.
6. Intellectual Property
SANDI, including all code, visuals, databases, and algorithms, is solely owned by NTs. No ownership rights
are granted.
7. Confidentiality
Customer shall not disclose or replicate NTs’ proprietary systems, documentation, source code, or internal
methods.
8. Governing Law
This Agreement shall be governed by the laws of the State of Tennessee, without regard to conflict of laws.
Venue shall lie in the appropriate courts in Davidson County, Tennessee.
9. Arbitration Clause
All disputes shall be resolved through binding arbitration in Nashville, Tennessee, under AAA rules. The
arbitrator’s award shall be final and binding.
10. Termination
NTs may terminate this Agreement for breach or misuse. Upon termination, all access is revoked. No
refunds shall be issued.
11. Acceptable Use
Customer agrees not to:
– Share unauthorized access;
– Modify, reverse engineer, or decompile SANDI;
– Create competing or derivative works;
– Bypass security measures or license controls.
11.1.Enhanced Usage Restrictions:
View Document 4/5
Customer shall not and shall not permit any third party to use the software in any closed-loop or
autonomous system that affects human health or safety without human oversight; or allow unauthorized
third parties to access the software. Use of the software is limited strictly to the customer’s authorized
personnel for educational and training purposes.
12. Customer Data
Customer retains rights to its input data. NTs may use anonymized and aggregated data for research,
development, and product improvement.
13. Data Security
NTs applies industry-standard safeguards but does not guarantee compliance with regulatory frameworks
such as HIPAA, FERPA, or GDPR unless separately agreed in writing.
14. Service Availability
NTs will make commercially reasonable efforts to maintain 95.5% availability, excluding planned
maintenance, force majeure, and outages beyond its control.
15. Force Majeure
NTs is not liable for failure or delay in performance due to events beyond reasonable control, including but
not limited to acts of God, war, cyberattacks, regulatory changes, or system failures.
16. Entire Agreement
This Agreement supersedes all prior negotiations. No modification shall be valid unless in a signed writing
by both parties.
17. Severability
If any provision is deemed unlawful or unenforceable, the remaining terms shall remain in effect.
18. Waiver
No waiver of rights shall be implied by failure to enforce any provision.