Terms and Conditions

These Terms & Conditions govern (a) use of the Niteflyer Driver mobile application by individual drivers and (b) the commercial subscription under which a Client organisation licenses the Nite Flyer platform. Capitalised terms are defined in Section 1. By downloading, installing, accessing or using the application, you confirm that you have read, understood and agree to be legally bound by these Terms.

1. Definitions and Interpretation

1.1 “Company”, “we”, “us” or “our” means Toglelabs LLC, a company licensed and registered in the Sharjah Media City Free Zone, with registered office at Shams Business Center, Sharjah Media City Free Zone, Al Messaned, Sharjah, United Arab Emirates, and its affiliates, successors and permitted assigns. Nite Flyer is a software-as-a-service product owned and operated by Toglelabs LLC. 1.2 “Platform” means the Nite Flyer multi-tenant fleet management software-as-a-service for businesses, including its web applications, background services, application programming interfaces (APIs), and all related modules, features, documentation and updates. 1.3 “Application” or “App” means the Nite Flyer Driver mobile application made available through the Google Play Store and/or other distribution channels, together with all updates, upgrades and supporting services. 1.4 “Client” means the fleet operator, employer or business organisation that has subscribed to the Platform and on whose behalf, and under whose authority, a Driver uses the Application. 1.5 “Driver”, “you” or “user” means the individual natural person who is authorised by a Client to use the Application to receive, accept, perform and report on trips and shifts. 1.6 “ITC” means the Integrated Transport Centre, Abu Dhabi (Department of Municipalities and Transport), and its applicable systems, APIs, policies and regulatory requirements. 1.7 “Subscription” means the annual, paid right of access granted to a Client to use the approved Platform modules and services, as further described in Section 9. 1.8 “Content” means all data, text, images, photographs, location records, documents, trip records and other materials submitted, generated or transmitted through the Application or Platform. 1.9 Headings are for convenience only and do not affect interpretation. Words importing the singular include the plural and vice versa. “Including” means “including without limitation”.

2. Acceptance, Eligibility and Authority

2.1 By creating an account, completing onboarding, or using the Application in any way, you accept these Terms and our Privacy Policy, which is incorporated by reference. If you do not agree, you must not install or use the Application. 2.2 You represent and warrant that you are at least eighteen (18) years of age, possess the legal capacity to enter into a binding agreement, and hold all licences, permits and authorisations required to operate as a driver under applicable law, including ITC and Abu Dhabi transport regulations. 2.3 You may use the Application only because, and for so long as, a Client has authorised you to do so and maintains an active Subscription. Your right to use the Application is derivative of, and subordinate to, the Client’s Subscription. We may verify your authority with the Client at any time. 2.4 Where you accept these Terms on behalf of, or in the course of employment or engagement with, a Client, you confirm that you do so in accordance with that Client’s instructions and policies. 2.5 These Terms are between you and the Company. They are not endorsed by, and do not impose any obligation on, Google LLC or any app marketplace operator, which are third-party beneficiaries solely to the extent of the applicable store distribution terms.

3. Accounts, Credentials and Security

3.1 Access to the Application requires an account provisioned through a Client invitation and a password set by you during onboarding. You are solely responsible for maintaining the confidentiality of your login credentials and for all activity occurring under your account. 3.2 You must (a) keep your credentials secret; (b) not share, sell, lend or transfer your account or device session to any other person; (c) use a strong, unique password; and (d) notify the Company and your Client immediately of any actual or suspected unauthorised access, loss or compromise. 3.3 The Application enforces a single active session per Driver; logging in on a new device may terminate other sessions. You consent to such session management. 3.4 The Company is not liable for any loss or damage arising from your failure to safeguard your credentials, from credential sharing, or from unauthorised third-party access not directly and solely caused by the Company’s proven gross negligence.

4. Licence Grant and Restrictions

4.1 Subject to your continuous compliance with these Terms and the existence of a valid Client Subscription, the Company grants you a limited, personal, non-exclusive, non-transferable, non-sublicensable, revocable licence to install and use the Application on a device you own or control, solely for the purpose of performing fleet and dispatch duties for the authorising Client. 4.2 You must NOT, and must not permit any third party to:

copy, modify, adapt, translate, or create derivative works of the Application or Platform;
reverse engineer, decompile, disassemble, or attempt to derive source code, except to the extent this restriction is prohibited by applicable mandatory law;
rent, lease, lend, sell, sublicense, distribute or otherwise commercially exploit the Application;
circumvent, disable or interfere with security, authentication, rate-limiting, or access-control features;
use bots, scrapers, automated scripts, or non-authorised APIs to access the Application or Platform;
introduce malware, conduct denial-of-service activity, or probe, scan or test vulnerabilities without prior written authorisation;
falsify location data, photographs, trip records, identity documents or any other Content;
use the Application in any manner that violates applicable law, ITC regulation, or third-party rights. 4.3 All rights not expressly granted are reserved by the Company. No title or ownership in the Application or Platform passes to you.

5. Driver Obligations and Acceptable Use

5.1 You agree to use the Application lawfully, honestly, professionally and in accordance with your Client’s operational policies and all applicable traffic, transport, labour and safety laws. 5.2 You must not operate the Application in a manner that distracts from safe driving. You are solely responsible for complying with all road-safety and mobile-device laws. Do not interact with the App while the vehicle is in motion except via lawful hands-free means. 5.3 You are responsible for the accuracy, completeness and timeliness of all Content you submit, including trip status updates, check-in/check-out photographs, completion proofs and uploaded documents. 5.4 You must ensure your device meets minimum requirements, has connectivity and adequate battery, and that location, camera and notification permissions remain enabled where required for your duties. 5.5 You must not impersonate any person, misrepresent your identity or qualifications, or upload any document that is forged, expired (where validity is required), or belonging to another person.

6.1 The Application collects precise geolocation data, including while running in the background and when the screen is off, during periods when you are on an active shift, in order to enable live fleet tracking, trip dispatch, route guidance, proof of service, and operational reporting for your Client. 6.2 By enabling location permissions and starting a shift, you provide informed consent to the continuous and periodic collection, transmission and processing of your location, including foreground and background collection, as described in the Privacy Policy. 6.3 Location collection is primarily tied to active shifts; the Application is designed to require an open shift before location pings are accepted. You may disable location permissions at the operating-system level at any time; however, doing so may prevent you from performing trips and may breach your Client’s operational requirements. Such consequences are between you and your Client. 6.4 You acknowledge that location, shift photographs (with timestamps and coordinates) and trip telemetry are made available to your Client for legitimate fleet-management, safety, payroll, dispute-resolution and compliance purposes.

7. Documents, Identity and ITC Registration

7.1 The Application may require you to upload identity and compliance documents, including driving licence, Emirates ID, vehicle and permit documents, and to maintain their validity. You warrant that all such documents are genuine, current and lawfully provided. 7.2 ITC-related features depend on you and your vehicle being correctly registered with ITC. Generation of ITC reference numbers and permits is dependent on such registration. The Company does not control, and is not responsible for, ITC registration, approval, eligibility or the accuracy of ITC-issued data. 7.3 Failure to register, or to maintain valid registration, with ITC may restrict or prevent ITC reference generation and related operational processes. Any resulting impact is the responsibility of you and/or your Client, not the Company.

8. Third-Party Services

8.1 The Application relies on third-party services including, without limitation, Google Maps (directions and places), Google Firebase Cloud Messaging (push notifications), cloud hosting and object storage providers, email delivery services, and the ITC platform. Your use of such services may be subject to their own terms and privacy policies. 8.2 The Company does not control and is not responsible for the availability, accuracy, performance, security or acts/omissions of any third-party service. Map data, routing and estimated times are provided “as is” and may be inaccurate; you must exercise independent judgment and obey all road signs and laws.

9. Subscription Terms (Client Commercial Terms)

Section 9 applies primarily to the Client that subscribes to the Platform. Drivers should read it to understand the basis on which their access is provided.

9.1 The Subscription is provided on an annual basis and grants access to the approved Nite Flyer platform modules and services outlined within the applicable proposal or order form. 9.2 Subscription pricing is structured based on the number of active drivers approved during onboarding and operational setup. 9.3 Any additional users, drivers, modules, integrations, or custom requirements requested outside the approved scope may be subject to additional commercial charges. 9.4 The Subscription remains non-cancellable during the active billing period of twelve (12) months once the Platform has been activated. No refunds, in whole or in part, are payable for the unused portion of a billing period save where required by mandatory applicable law. 9.5 Subscription fees are billed in advance and must be settled according to the agreed payment terms to maintain uninterrupted platform access and support services. All fees are exclusive of applicable taxes, including UAE Value Added Tax (VAT), which the Client shall pay in addition. 9.6 A grace period of fifteen (15) days from the Subscription expiry date is provided for renewal processing. Platform access and associated services may be restricted or suspended after the grace period if the Subscription is not renewed. 9.7 The Company reserves the right to review and revise Subscription pricing, platform structure, or service scope upon renewal of the Subscription term. 9.8 Overdue amounts may accrue late-payment interest at the maximum rate permitted by applicable law and may result in suspension. The Client remains liable for all reasonable costs of collection.

10. Intellectual Property

10.1 The Application, the Platform, and all related software, source code, designs, user interfaces, trademarks, logos, documentation and know-how are and remain the exclusive property of the Company and/or its licensors and are protected by intellectual-property laws. 10.2 No rights are granted other than the limited licence in Section 4. You must not remove, obscure or alter any proprietary notices. “Nite Flyer” and associated marks may not be used without prior written consent. 10.3 If you provide feedback, suggestions or ideas, you grant the Company a perpetual, irrevocable, worldwide, royalty-free licence to use them without restriction or compensation.

11. Data Responsibility

11.1 The Client is responsible for maintaining the confidentiality and security of all platform login credentials and user access provided during the Subscription period. 11.2 The Company will not share or disclose Client operational data to external parties unless required by law, regulatory authorities, or with written Client authorisation, save as necessary to provide the services (including to sub-processors) as described in the Privacy Policy. 11.3 The Company may perform routine system backups and maintenance procedures; however, Clients are encouraged to maintain independent backups of critical operational records where required. The Company does not warrant that backups will be complete or recoverable and is not a substitute for the Client’s own records retention. 11.4 The Company shall not be held responsible for data loss, unauthorised access, or operational disruptions resulting from credential sharing, misuse of the Platform or Application, device compromise, or unauthorised third-party access. 11.5 As between the Company and the Client, the Client is the data controller of personal data processed through the Platform and the Company acts as data processor, processing such data on the Client’s documented instructions and in accordance with applicable data-protection law and the Privacy Policy.

12. System Availability

12.1 The Nite Flyer Platform is designed to provide stable and reliable platform availability for day-to-day fleet and operational management activities. 12.2 Scheduled system maintenance, platform upgrades, and operational improvements may occasionally require temporary service interruption. The Company will use reasonable efforts to minimise disruption but does not guarantee uninterrupted, error-free or continuous availability. 12.3 Unless a separate written service-level agreement is expressly agreed, no uptime guarantee, service credit, or availability commitment applies, and the services are provided on a commercially reasonable-efforts basis.

13. Government and Legal (ITC)

13.1 The Client must be registered with the Integrated Transport Centre (ITC), Abu Dhabi, to utilise applicable ITC-related platform services and integrations. 13.2 ITC reference number generation is dependent on drivers and vehicles being properly registered under ITC. 13.3 Failure to register drivers or vehicles under ITC may impact or restrict ITC reference generation and related operational processes. 13.4 ITC API access must be applied for directly by the Client and remains subject to ITC policies, approvals, and regulatory requirements. 13.5 Approval and activation of ITC API access remain outside the operational scope and responsibility of the Company. 13.6 ITC integration and connectivity setup will be completed upon receipt of the required API credentials, including API Key, User ID, and Password. The Client is responsible for the lawful provision, accuracy and safekeeping of such credentials.

14. Disclaimer of Warranties

14.1 TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, THE APPLICATION AND PLATFORM ARE PROVIDED “AS IS” AND “AS AVAILABLE”, WITHOUT WARRANTY OF ANY KIND, WHETHER EXPRESS, IMPLIED OR STATUTORY, INCLUDING ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, ACCURACY AND NON-INFRINGEMENT. 14.2 The Company does not warrant that the Application will be uninterrupted, secure, error-free, free of harmful components, or that defects will be corrected, or that location, routing, ITC data or notifications will be accurate, timely or delivered. 14.3 Any material downloaded or otherwise obtained through the Application is accessed at your own discretion and risk.

15. Limitation of Liability

15.1 TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, THE COMPANY, ITS AFFILIATES, OFFICERS, EMPLOYEES, AGENTS AND LICENSORS SHALL NOT BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY OR PUNITIVE DAMAGES, OR FOR ANY LOSS OF PROFITS, REVENUE, DATA, GOODWILL, BUSINESS OPPORTUNITY OR ANTICIPATED SAVINGS, ARISING OUT OF OR RELATING TO THE APPLICATION, PLATFORM OR THESE TERMS, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. 15.2 THE COMPANY SHALL NOT BE LIABLE FOR ANY LOSS OR DAMAGE ARISING FROM: (a) ROAD-TRAFFIC ACCIDENTS, COLLISIONS, PERSONAL INJURY OR DEATH; (b) YOUR OR ANY THIRD PARTY’S DRIVING CONDUCT OR DECISIONS; (c) RELIANCE ON MAP, ROUTING OR ESTIMATED-TIME DATA; (d) ITC OR OTHER GOVERNMENT-SYSTEM ACTS, OMISSIONS, DELAYS OR ERRORS; (e) THIRD-PARTY SERVICES; (f) CREDENTIAL SHARING, MISUSE OR UNAUTHORISED ACCESS; OR (g) DATA LOSS NOT SOLELY CAUSED BY THE COMPANY’S PROVEN GROSS NEGLIGENCE OR WILFUL MISCONDUCT. 15.3 TO THE EXTENT ANY LIABILITY CANNOT BE EXCLUDED, THE COMPANY’S TOTAL AGGREGATE LIABILITY ARISING OUT OF OR RELATING TO THESE TERMS, THE APPLICATION AND THE PLATFORM SHALL NOT EXCEED THE TOTAL SUBSCRIPTION FEES ACTUALLY PAID TO THE COMPANY BY THE RELEVANT CLIENT FOR THE TWELVE (12) MONTHS IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO THE CLAIM, OR ONE THOUSAND UAE DIRHAMS (AED 1,000), WHICHEVER IS LOWER, FOR CLAIMS BY AN INDIVIDUAL DRIVER WHO HAS NOT PAID FEES TO THE COMPANY. 15.4 Nothing in these Terms excludes or limits liability that cannot be excluded or limited under applicable mandatory law. The limitations apply regardless of the form of action, whether in contract, tort (including negligence), statute or otherwise.

16. Indemnification

16.1 You shall indemnify, defend and hold harmless the Company, its affiliates and their respective officers, directors, employees and agents from and against any and all claims, demands, losses, liabilities, damages, fines, penalties, costs and expenses (including reasonable legal fees) arising out of or relating to: (a) your use or misuse of the Application; (b) your breach of these Terms or applicable law; (c) your driving conduct, trips, or any accident or injury; (d) any Content you submit, including forged or inaccurate documents; or (e) your violation of any third-party or ITC rights or requirements.

17. Suspension and Termination

17.1 The Company may, with or without notice, suspend or terminate your access to the Application where: (a) the Client’s Subscription expires, lapses or is terminated; (b) the Client withdraws your authorisation; (c) you breach these Terms; (d) required by law, ITC or a regulator; or (e) necessary to protect the security or integrity of the Platform. 17.2 You may stop using the Application at any time and may request deletion of your account as described in the Privacy Policy. 17.3 Upon termination, the licence in Section 4 ends immediately and you must cease all use. Sections that by their nature should survive (including Definitions, Intellectual Property, Data Responsibility, Disclaimers, Limitation of Liability, Indemnification, Governing Law) survive termination.

18. Force Majeure

18.1 The Company shall not be liable for any failure or delay in performance caused by events beyond its reasonable control, including acts of God, natural disasters, fire, flood, epidemic or pandemic, war, terrorism, civil unrest, government or regulatory action, ITC system failure, internet or telecommunications failure, power outage, cyber-attack, or failure of third-party providers.

19. Changes to the Application and Terms

19.1 The Company may modify, update, suspend or discontinue any part of the Application or Platform at any time. The Company may revise these Terms from time to time; the revised version will be posted with an updated effective date and, where required, notified through the Application. 19.2 Your continued use of the Application after changes take effect constitutes acceptance of the revised Terms. If you do not agree, you must stop using the Application.

20. Governing Law and Dispute Resolution

20.1 These Terms are governed by and construed in accordance with the federal laws of the United Arab Emirates, together with the applicable laws of the Emirate of Sharjah and the regulations of the Sharjah Media City Free Zone, without regard to conflict-of-laws principles. 20.2 Subject to Clause 20.3, the competent courts of the Emirate of Sharjah, United Arab Emirates, shall have exclusive jurisdiction over any dispute arising out of or in connection with these Terms or the Application. 20.3 The Company may, at its sole option, elect to refer any dispute to final and binding arbitration seated in the United Arab Emirates and conducted in the English language under the rules of a recognised UAE arbitration centre. 20.4 You agree to resolve disputes on an individual basis and waive any right to participate in a class, collective or representative action to the extent permitted by applicable law.

21. General Provisions

21.1 Entire Agreement. These Terms, the Privacy Policy, and any applicable order form or proposal constitute the entire agreement and supersede all prior understandings on the subject matter. 21.2 Severability. If any provision is held invalid or unenforceable, the remaining provisions continue in full force, and the invalid provision will be modified to the minimum extent necessary. 21.3 No Waiver. Failure to enforce any provision is not a waiver of the right to enforce it later. 21.4 Assignment. You may not assign or transfer your rights or obligations. The Company may assign or novate its rights and obligations to an affiliate or successor. 21.5 Relationship. Nothing creates a partnership, joint venture, agency or employment relationship between you and the Company. Your employment or engagement relationship (if any) is with the Client. 21.6 Notices. The Company may provide notices through the Application, by email, or by posting on the Platform. Notices to the Company must be sent to the contact details in Section 22. 21.7 Language. These Terms may be provided in English and Arabic. In the event of any conflict or inconsistency, the English-language version shall prevail, subject to mandatory UAE law.

22. Contact

Questions about these Terms may be directed to:

Company: Toglelabs LLC (owner and operator of Nite Flyer)
Address: Shams Business Center, Sharjah Media City Free Zone, Al Messaned, Sharjah, United Arab Emirates
Email: [email protected] (support) · [email protected] (legal / company)
Phone: +971 55 553 5784