Nikola Corporation (“Nikola,” “we,” or “us”) provides content, software, and features (collectively, “Services”) to you when you visit or use Nikola View (“Portal”) at [insert web address]. By accessing the Portal or using any portion of the Services, you agree to be bound by the following terms of use and all of the terms incorporated herein by reference (“Terms”) as updated by Nikola from time to time. For example, in addition to these Terms, by accessing the Portal or using the Services, you agree to the terms provided in the Nikola Sales and Service Agreement and Nikola’s Privacy Policy [insert hyperlink to Privacy Policy]. In the event any of these Terms are inconsistent with or contradict the terms in the Nikola Sales and Service Agreement or the Privacy Policy, the terms in the Nikola Sales and Service Agreement and Privacy Policy shall control.

The Services, accessible through the Portal, are intended to provide a centralized and convenient solution for dealers in Nikola’s sales and service network to create, monitor, and manage warranty claims, repair and service requests, labor orders, parts orders, shipping statuses, and other tasks associated with the Nikola vehicles they sell and service.

You may access the Portal and use the Services only for lawful, authorized purposes and you agree not to misuse the Portal or Services in any manner. You agree to comply with any policies or notices Nikola provides you in connection with the Portal or Services from time to time.

We reserve the right in our sole discretion to modify, suspend or discontinue, temporarily or permanently, the Portal or the Services (or any features or parts thereof) at any time.

Repairs and service of Nikola vehicles should be performed consistent with the processes and steps outlined in written materials provided by Nikola to you from time to time, including but not limited to, applicable operator’s manuals, service manuals, and the Nikola dealer policy & procedure manual.

In order to use the Portal or certain features of the Services, you may have to create an account which may be set up through the Portal. You agree to only provide information for the account that is accurate, complete, and up to date. Nikola reserves the right to suspend or terminate your account if you provide inaccurate, incomplete, or out of date information.

When you use the Services, you may be asked to provide personal information about yourself (for example, name, email address, phone number, or other personal information) (“Personal Data”). While you own your Personal Data, you understand Nikola requires the Personal Data in order to provide and/or improve the Services. As a result, by using the Services, you grant to us a royalty-free, non-exclusive, fully transferable, and non-revocable license to collect, store, transmit, display, analyze, aggregate, disclose, sell, or otherwise use your Personal Data. For more information about the information we may collect, use, disclose, or sell, please see our Privacy Policy [insert hyperlink to Privacy Policy]. Notwithstanding the above, our collection, use, disclosure, and sale of your Personal Data is limited to that permitted under local privacy laws such as the California Consumer Privacy Act (CCPA) or European Union or United Kingdom General Data Protection Regulation (GDPR).

As part of the Services, you may post and upload data and information about your company and its operations (for example, dealer address, case descriptions, case status, labor completed, images of repairs, etc.) (“Dealer Data”). You are solely responsible for the accuracy, integrity, quality, reliability, and right to use the Dealer data. You represent and warrant that you have sufficient rights to post and upload the Dealer Data you provide in accordance with these Terms and that none of the Dealer Data will: (i) violate or infringe any foreign, federal, state or local law or regulation; (ii) infringe any copyright, trademark, or other proprietary right of any third party; (iii) violate or infringe any party’s privacy right, right of publicity, or any other right of any person or entity; or (iv) contain any material that is unlawful, hateful, obscene, libelous, threatening, or defamatory. You understand and agree that Nikola requires the Dealer Data to provide and/or improve the Services. As a result, by using the Services or uploading Dealer Data to the Portal, you grant to us a royalty-free, non-exclusive, fully transferable, and non-revocable license to collect, store, transmit, display, analyze, aggregate, disclose, sell, or otherwise use the Dealer data in connection with providing the Services. You acknowledge that Nikola has no obligation to monitor or verify the accuracy of the Dealer data, but, in the event Nikola becomes aware that any Dealer data does or may violate these Terms, Nikola may immediately remove or suspend access to such Dealer Data.

As part of our Services, we or our service providers may provide you access to a database of information regarding replacement parts and repair operations which may include pricing data or other information (“Source Data”). This Source Data belongs to Nikola or its service providers and title to and ownership of such Source Data shall remain with Nikola or the service provider. Neither Nikola nor its service provider make any representations, warranties, guarantees, or promises as to the accuracy or completeness of the Source Data. You may use the Source Data only as part of the Services. You acknowledge that the Source Data may contain proprietary and confidential information, that you are only permitted to access the Source Data, and that no ownership rights in the Source Data are granted through these Terms. You agree that you will not copy, reproduce, download, disclose, or otherwise make available to any third party the Source Data and you agree to take all commercially reasonable actions to protect the confidentiality of the Source Data.

The Portal may contain links to third-party websites. Nikola provides links to third-party websites solely as a convenience. Such third-party websites are subject to their own terms of use. Nikola does not monitor, approve, endorse, represent, warrant or sponsor any information, conclusions, recommendations, opinions, advice, statements, products, materials or services described on those websites. The third-party linked websites are not under the control of Nikola, and Nikola is not responsible for, and disclaims liability with respect to, the quality, accuracy, reliability or condition of any information, conclusions, recommendations, opinions, advice, or statements made on the linked websites or related to your access of such websites. If you decide to access any of such third-party websites linked to the Portal, you do so entirely at your own risk.

The Services include software and content that may be made available by or on behalf of Nikola in connection with the Services. The Services may also give you access to certain information about the design or parameters of Nikola’s vehicles. All of this information is proprietary to Nikola or its licensors and is protected by applicable intellectual property and other laws. Subject to these Terms, Nikola only grants you a limited, non-exclusive, nontransferable, and revocable license to use the Services and any software and content that Nikola may make available. Any rights not expressly granted herein are reserved. All right, title, and interest in and to the Services and its components will remain with and belong exclusively to Nikola or its licensors, including any rights to any text, graphics, images, software, de-identified and aggregated data collected through the Services, and information and materials that are posted, generated, provided, or otherwise made available by us through the Services or Portal. You agree not to, directly or indirectly, reverse engineer or aid or assist in the reverse engineering of all of or any part of the Services or any associated hardware or software except and only to the extent that such activity is expressly permitted by applicable law.

NIKOLA PROVIDES THE PORTAL AND ALL CONTENT AND MATERIALS ON THE PORTAL “AS-IS” AND WITHOUT ANY WARRANTY OF ANY KIND, WHETHER EXPRESS, IMPLIED OR STATUTORY, INCLUDING ANY IMPLIED WARRANTIES OF TITLE, MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, ACCURACY OF INFORMATIONAL CONTENT, AND NON-INFRINGEMENT. WHILE THE INFORMATION PROVIDED IS BELIEVED TO BE ACCURATE, IT MAY INCLUDE ERRORS OR INACCURACIES. NIKOLA’S OBLIGATIONS WITH RESPECT TO ITS PRODUCTS AND SERVICES ARE GOVERNED SOLELY BY AN AGREEMENT UNDER WHICH THE PRODUCTS AND SERVICES ARE PROVIDED. NOTHING ON THE PORTAL SHOULD BE CONSTRUED TO CREATE OR MODIFY ANY SUCH AGREEMENTS. NIKOLA MAKES NO WARRANTY THAT THIS PORTAL OR THE SERVICES WILL MEET YOUR REQUIREMENTS OR WILL BE UNINTERRUPTED, TIMELY, SECURE, OR ERROR FREE, OR THAT ANY DEFECTS WILL BE CORRECTED. NIKOLA RESERVES THE RIGHT TO CORRECT ANY ERRORS, INACCURACIES OR OMISSIONS AND TO CHANGE OR UPDATE INFORMATION OR CANCEL THE SERVICES IF ANY INFORMATION ON THE PORTAL IS INACCURATE, AT ANY TIME WITHOUT PRIOR NOTICE. THIS DISCLAIMER IS MADE TO THE FULLEST EXTENT PERMITTED BY LAW. SOME STATES AND COUNTRIES DO NOT ALLOW THE DISCLAIMER OF IMPLIED WARRANTIES, SO THE FOREGOING DISCLAIMER MAY NOT APPLY TO YOU.

You shall indemnify, hold harmless, and, at Nikola’s option, defend Nikola from and against any and all losses, damages, liabilities, costs (including reasonable attorneys’ fees)("Losses”) incurred by Nikola resulting from any third-party claim, suit, action or proceeding relating to or arising from your use of the Services, any violation of these Terms by you, or any other act or omission by you, including your violation of any rights of another, arising from your use of the Services or any of their features. You further agree that Nikola shall have control of the defense or settlement of any third-party claims unless Nikola exercises its option to require you to defend Nikola. This indemnity is in addition to, and not in lieu of, any other indemnities set forth in a written agreement between you and Nikola.

IN NO EVENT WHATSOEVER SHALL NIKOLA, ITS AFFILIATES, EMPLOYEES, SHAREHOLDERS, AGENTS, OR REPRESENTATIVES, OR SUPPLIERS BE LIABLE FOR ANY INDIRECT, CONSEQUENTIAL, INCIDENTAL, SPECIAL, PUNITIVE OR EXEMPLARY DAMAGES, OR FOR ANY LOSS OF PROFITS OR REVENUE, INCLUDING BUT NOT LIMITED TO LOSS OF SALES, PROFIT, REVENUE, GOODWILL, OR DOWNTIME (ARISING UNDER TORT, CONTRACT, OR OTHER LAW), REGARDLESS OF SUCH PARTY’S NEGLIGENCE OR WHETHER SUCH PARTY KNEW OR SHOULD HAVE KNOWN OF THE POSSIBILITY OF SUCH DAMAGES. YOU UNDERSTAND AND AGREE THAT THE DOWNLOAD AND UPLOAD OF ANY MATERIAL THROUGH THE PORTAL IS DONE AT YOUR DISCRETION AND RISK AND THAT YOU ARE SOLELY RESPONSIBLE FOR ANY LOSS OR DAMAGE TO YOUR COMPUTER SYSTEM OR LOSS OF DATA THAT MAY RESULT FROM THE DOWNLOAD OR UPLOAD OF ANY MATERIAL. NIKOLA ASSUMES NO LIABILITY IN CONNECTION WITH THE PROVISION OF THE SERVICES OR THE PORTAL TO THE FULLEST EXTENT PERMITTED BY LAW. SOME STATES OR OTHER JURISDICTIONS DO NOT ALLOW THE EXCLUSION OR LIMITATION OF LIABILITY FOR INCIDENTAL OF CONSEQUENTIAL DAMAGES, SO THE ABOVE LIMITATIONS AND EXCLUSIONS MAY NOT APPLY TO YOU.

Certain portions of the Services may be hosted in the United States. If you are located outside the United States and you contact us, please be advised that any information you provide to us will be transferred to the United States and that by submitting information, you explicitly authorize such transfer.

Nikola administers the Portal from its offices in Phoenix, Arizona. Nikola makes no representation that the Services or Portal are appropriate or available for use outside the United States. If you choose to access the Services or Portal from outside the United States, you are responsible for compliance with all applicable local laws. These Terms shall be governed by and construed in accordance with the laws of the state of Arizona, exclusive of its choice of law or conflicts of law rules. The exclusive venue for all litigation regarding or arising out of the Services shall be in Maricopa County, Arizona and you agree to submit to the jurisdiction of the courts of Maricopa County, Arizona for such litigation.

You may not assign or transfer these Terms, by operation of law or otherwise, without Nikola’s prior, written consent. Any attempt by you to assign or transfer these Terms, without such consent, will be null and of no effect. Nikola may freely assign or transfer these Terms without restriction. Subject to the foregoing, these Terms will bind and inure to the benefit of the parties, their successors, and permitted assigns.

Your access to the Portal and the Services is contingent upon executing the Nikola Sales and Service Agreement. Should you or Nikola terminate the Nikola Sales and Service Agreement, your access to the Portal will no longer be authorized (even if your credentials still allow you to access the Portal) and you will no longer be permitted to use the Services. Your obligations under these Terms, including your obligation to not use materials on the Portal in an unauthorized manner continues after termination of the Nikola Sales and Service Agreement, and after termination of these Terms.

In the event that one or more portions of these Terms shall, for any reason, be held to be invalid, illegal, or unenforceable in any respect, such validity, illegality, or unenforceability shall not affect any other provision contained in these Terms. Any delay or failure to require performance of any provision hereof shall in no manner affect any right at a later time to enforce such provision.