Terms & Conditions

Marketplace Connect

Last modified: July 23, 2025

These NuORDER Connect Terms (these “Connect Terms”) set out your rights and responsibilities when you use the Services (as defined below) offered to you by Lightspeed NuORDER Inc. (formerly NuORDER, Inc.) and its Affiliates (as defined below) (collectively referred to herein as “NuORDER”, “Company”, “we”, “us”, or “our”) on a worldwide basis. Any new features, functions, or tools added to the Services will also be governed by these Connect Terms. “Affiliate” means any entity that (i) directly or indirectly is Controlled by or Controls such party, or (ii) is under common Control with such party. “Control” means the direct or indirect ownership of more than 50% of the shares or interests entitled to vote for the directors thereof or the equivalent, for so long as such entitlement subsists or equivalent power over management thereof.

For the purposes of these Connect Terms, the “Services” means the services made available by NuORDER on the NuORDER platform to its Connect Brand customers as specified in any Order Form (as defined below) including, without limitation, the Payment Services (where applicable). “Order Form” means collectively the order documents representing the subscription to the Services (and any subsequent modifications to the subscription agreed to between the parties in writing from time to time) that, upon execution, are incorporated in and made a part of these Connect Terms from time to time.

Application of these Connect Terms. These Connect Terms govern your sale of products through the NuORDER platform and apply to you if you: (i) use the Services offered by NuORDER; and (ii) do not have a paid subscription for Services provided by NuORDER.

For clarity, if you have a paid subscription for Services provided by NuORDER, your Master Service Agreement, Brand Subscription Agreement, Order Form, the NuORDER Terms and Conditions, or any other written agreement between you and NuORDER (as applicable) supersedes these Connect Terms, and these Connect Terms shall not apply to you.

NuORDER Service. In order to use the Services you must register an account with NuORDER. Subject to these Connect Terms, NuORDER hereby grants to you a non-exclusive, revocable, non-sublicensable, non-transferable limited license to access and use the Services set forth in your Order Form, solely for your internal business purposes, and not for sublicensing, resale or to provide competing services (e.g. an online wholesale platform as a service) to third parties.

You are responsible for all actions taken under your account credentials, regardless of whether such actions are taken by you, your employees or a third party. You will safeguard all account credentials in your possession or under your control. You will use all commercially reasonable efforts to prevent unauthorized access to, or use of, the Services, and notify Company promptly of any such unauthorized use. NuORDER is not liable for any loss or damage arising from any unauthorized use of your account. You are also responsible for providing, at your own expense, all network access to the Services.

Fees and Payments. NuORDER shall charge you the commission in the Order Form (“Commission”) on each order of your products placed by retailers through the NuORDER platform. Commissions will be invoiced according to the Payment Frequency in the Order Form, and unless otherwise specified, you shall pay each invoice within thirty (30) days of receipt. You will provide a written list of any disputed fees within ten (10) days of receipt of any invoice. The parties will cooperate in good faith to resolve any disputed parts of any invoice.

Late payments on any invoice will accrue interest at a rate of 1 ½% per month, or the highest rate allowed by applicable law, whichever is lower. All Commissions payable in connection with these Terms are exclusive of, and you shall pay, all sales, use, excise and other taxes that may be levied upon you with respect to the receipt of the Services. NuORDER shall be entitled to revise the Commission by providing you with at least sixty (60) days prior written notice. You must maintain a credit card on file for payment of all invoices.

NuORDER Retailer Program. If you are participating in NuORDER’s Retailer Program (i.e., you have received an invitation from an existing NuORDER retailer to participate), NuORDER will provide onboarding services for the initial “go-live” of your NuORDER Retailer Program account. You will receive access to your Retailer Program account within two weeks of completing the following steps:

NuORDER receives a minimum set of assets required for your account builds, including (i) product data for your brands in NuORDER compatible format; (ii) product images for your brands; and (iii) your linesheet for merchandise ordering.
After receiving the assets referenced in Section 4.a. herein, NuORDER has scheduled and completed a “Kickoff Call” with your data.

Lightspeed Payments Processing Services. NuORDER or its affiliates’ payments processing solutions (the “Payments Services”) are a separate payment processing service governed by a different set of agreements, including those of third-party payments processors. These agreements are referenced in the online merchant application or otherwise provided by NuORDER. By submitting a merchant application, Customer has been presented with, and consented to, these separate terms and conditions.

Your Representations and Warranties.You represent and warrant that:

You are (i) a legal entity (ii) a partnership, or (iii) a natural person 18 years of age or older that has the requisite authority to enter into these Connect Terms and grant the rights herein;
There are no outstanding rights, agreements, grants, encumbrances, obligations or restrictions that would prevent you from performing your obligations under these Connect Terms;
You have provided accurate and complete information and that you will not transfer or assign your account to any other legal entity, partnership or natural person; and
You will comply with all applicable federal, state, and local laws and regulations in the performance of your obligations hereunder.

User Restrictions. You will be granted one (1) user seat on your Services account. For clarity, if you are selling products using the Services as part of your participation in the NuORDER Retailer Platform, these Connect Terms and the Services provided hereunder only enable you to provide your brand(s)’ product data to selected retailers, which shall be determined in NuORDER’s sole and absolute discretion, via the NuORDER platform. For the avoidance of doubt, the Services offered to you hereunder do not include the ability to sell to an unlimited number of retailers.

Furthermore, you will not, and will not attempt to: (a) harvest, collect, gather or assemble information or data regarding other NuORDER customers without their consent; (b) access or copy any data or information of other Company customers without their consent; (c) reverse engineer, disassemble or decompile any component of the Services; (d) knowingly interfere in any manner with the operation of the Services or any hardware and network used to operate the Services; (e) sublicense or transfer any of your rights under these Terms, except as otherwise provided herein, or otherwise use the Services for the benefit of a third party other than your Affiliate(s) or to operate a service bureau; or (f) modify, copy or make derivative works based on any part of the NuORDER Service.

“Product Catalog” means your wholesale catalog including product images, descriptions, variants, UPCs and MSRP. You will be required to submit to NuORDER your Product Catalog which will be publicly listed on the NuORDER platform, unless otherwise agreed. Your Product Catalog must comply with any guidelines or requirements advised by NuORDER.

“Customer Data” means any data, information or information contained in any database, template or other similar document submitted by you or any of your Affiliates through the Services or to NuORDER in connection with your use of the Services, including but not limited to the assets referenced at Section 4.a.

You are solely responsible for all Customer Data and will not provide, post or transmit any Customer Data or any other information, data or material that infringes or violates any intellectual property rights, publicity / privacy rights, laws or regulations.
You acknowledge and hereby agree that NuORDER may collect, store and use Customer Data to provide the Services or to maintain and improve the Services for your benefit. You further acknowledge and hereby agree that NuORDER may collect, store, use, modify, create derivative works from, publish or distribute de-identified, anonymous and aggregated Customer Data for any business purpose; provided that such de-identified, anonymous and aggregated Customer Data cannot be used to re-identify you.
NuORDER will maintain and enforce reasonable safety and physical procedures with respect to its access to and maintenance of Customer Data that are at least equal to industry standards.

“Confidential Information” means all information regarding a party’s business, including, without limitation, technical, marketing, financial, employee, planning, and other confidential or proprietary information disclosed under these Connect Terms, that is clearly identified as confidential or proprietary at the time of disclosure or that the receiving party knew or should have known, under the circumstances, was considered confidential or proprietary. Customer Confidential Information includes Customer Data and information derived therefrom.

Each party agrees (a) to hold the other party’s Confidential Information in strict confidence, (b) to limit access to the other party’s Confidential Information to those of its employees or agents having a need to know and who are bound by confidentiality obligations at least as restrictive as those contained herein, and (c) not to use such Confidential Information for any purpose except as expressly permitted hereunder.

Notwithstanding the foregoing, use and disclosure of Confidential Information by a receiving party shall not be a violation of this Section 10 if such Confidential Information:

is or becomes a part of the public domain through no act or omission of the receiving party;
was in the receiving party’s lawful possession prior to the disclosure thereof by the disclosing party, as shown by the receiving party’s written records;
is independently developed by the receiving party without reference to the disclosing party’s Confidential Information;
is lawfully disclosed to the receiving party by a third party without restriction on disclosure; or
is disclosed in response to a valid order or requirement by a court or other governmental body, provided that the receiving party gives the other party prior written notice of such disclosure in order to allow the other party to seek confidential treatment of such Confidential Information.

“Personally Identifiable Information” includes, but is not limited to, personal financial or identifying information about an individual. NuORDER will provide protections for such Personally Identifiable Information in accordance with accepted industry standards and as appropriate. Both parties will be bound by and adhere to the provisions of the NuORDER Data Processing Addendum, available at https://www.nuorder.com/dpa/.

Ownership.

You acknowledge and agree that NuORDER retains all right, title and interest in and to the Services and all software, materials, formats, interfaces, information, data, content and proprietary information and technology used by NuORDER to provide the Services (the “Company Technology”), and that the Company Technology is protected by intellectual property rights owned by or licensed to Company. Other than as expressly set forth in these Connect Terms, no license or other rights in the Company Technology are granted to you, and all such rights are hereby expressly reserved by NuORDER..
NuORDER acknowledges and agrees that you retain all right, title and interest in and to the Customer Data, subject to the rights that you grant to NuORDER under these Connect Terms. NuORDER further acknowledges and agrees that you retain all right, title and interest in your property, including Customer Property. “Customer Property” includes, without limitation, the following:

Your business or technical information;
Your intellectual property rights, including inventions, works of authorship, information fixed in any tangible medium of expression, moral rights, mask works, trademarks, trade names, trade dress, trade secrets, publicity rights, know-how, ideas, and all other subject matter protectable under applicable intellectual property right or other laws; and
Your trade secrets and other confidential or proprietary information.

Product Changes. NuORDER may, at any time and in its sole discretion, add to, remove, change or discontinue the components or version of the Services, which may require you to take certain actions as advised.

“Third-Party Services” are products, applications, services, software, networks, systems, directories, websites, databases and information from third parties, including from, that the Services link to, or which you may connect to or enable in conjunction with the Services. You may decide to access or use any Third-Party Services. You agree that access and use of such Third-Party Services shall be governed solely by the terms and conditions of such Third-Party Services, and that NuORDER is not responsible or liable for, and makes no representations or warranties as to any aspect of such Third-Party Services, including, without limitation, their content or data practices or any interaction between you and the provider of such Third-Party Services. Any use by you of Third-Party Services shall be solely between you and the applicable third-party provider. You irrevocably waive any claim against NuORDER with respect to such Third-Party Services, even if such Third-Party Services are combined or used with the NuORDER Services. NuORDER is not liable for any damage or loss caused or alleged to be caused by or in connection with your enablement, access or use of any such Third-Party Services, or your reliance on the privacy practices, data security processes or other policies of such Third-Party Services.

Feature Enablement. NuORDER may automatically enable or provision access to certain features and functionality within the NuORDER platform. You may choose to opt out of any such features or functionality at any time through your account settings. You expressly consent to NuORDER sharing the Customer Data across the NuORDER platform for this purpose.

Transactions. When a retailer places an order for your Products on the NuORDER platform, an agreement is formed directly between you and the NuORDER retailer that has purchased your Products. NuORDER is not a party to that agreement and cannot and does not control the conduct of the retailers. The return policy and any other rules, policies or requirements identified during checkout form part of your agreement with the NuORDER retailer. You and the relevant NuORDER retailer are responsible for any modifications to the purchase. For clarity, NuORDER is not responsible or liable for, and makes no representations or warranties as to any interaction between you and the NuORDER retailer. You irrevocably waive any claim against NuORDER with respect to your transaction with any NuORDER retailer.

Term and Termination.

The “Term” means the term identified on an Order Form during which you have a subscription to the Services. The Term shall include the initial term as well as any renewal terms. These Terms will continue in effect until otherwise terminated in accordance with this Section 17. The Term will automatically renew for additional one year terms unless (i) otherwise indicated on the Order Form or (ii) either party provides the other with written notice of its election not to renew at least sixty (60) days prior to the anniversary date. Sections discussing license restrictions, fees and payment, confidentiality, compliance, data security, representations, indemnification, and limitation of liability shall survive termination of these Connect Terms, along with any other provisions that are intended by their terms to survive.
NuORDER may suspend or terminate your access or use of the Services immediately and without notice, if (i) you violate our policies or applicable laws, (ii) you use a payments processor other than Lightspeed Payments, or process payments outside of the NuORDER platform, (iii) you use the Service to engage in an illegal or fraudulent activity or cause immediate and material harm to others (iv) you are or become subject to any adverse legal or regulatory actions by governmental or non-governmental entities (v) you fail to timely mitigate, remediate, or resolve risks identified by NuORDER (vi) you fail to pay the Commission in a timely manner in accordance with Section 3 (vii) NuORDER is instructed to terminate your access to the Services by the Processor, Scheme Owners or any vendors used in connection with these Terms (viii) NuORDER determines that the provision of the Payments Services to you exposes NuORDER to substantial risk of losses or (ix) NuORDER determines that its association with you could negatively impact NuORDER’s reputation, or (x) your business profile and activities differ from those identified in the Merchant Application. NuORDER shall not be liable to you nor to any third party for any damages resulting from any suspension of the Services in accordance with this Section 17(b).
Either party may terminate these Connect Terms upon written notice if the other party (i) materially breaches these Connect Terms and does not cure such breach (if curable) within thirty (30) days after written notice of such breach provided that such breach has not been cured within such (30) day period or (ii) immediately if the other party ceases doing business or is the subject of a voluntary or involuntary bankruptcy, insolvency or similar proceeding, that is not dismissed within sixty (60) days of filing.

Indemnification.

You shall indemnify, defend and hold harmless NuORDER and its officers, employees, and agents from and against all losses, expenses, liabilities, damages and costs including, without limitation, reasonable attorneys’ fees (collectively “Claims”), arising out of or relating to:

your breach of any representations, warranties or other obligations set forth in these Connect Terms;
your negligence or willful misconduct in connection with your use of the Services; or
allegations that the Customer Data or NuORDER’s use of Customer Data pursuant to these Connect Terms infringes the intellectual property or other rights of a third party.

NuORDER shall indemnify, defend, and hold you and your officers, employees, and agents harmless from and against all Claims arising out of or relating to NuORDER’s gross negligence or willful misconduct in its provision of the Services.
Either party may settle a Claim without the other party’s prior written approval if (i) such settlement involves no finding or admission of any breach any obligation to the third party; (ii) such settlement has no effect on any other claim that may be made against the indemnified party or any defence that such party may assert in any such claim; and (iii) the sole relief provided in connection with such settlement is monetary damages that are paid in full by the indemnified party.

Upon the indemnifying party’s assumption of the defence of any Claim, the indemnified party will reasonably cooperate with the indemnifying party in such defence, at the indemnifying party’s expense.

No Warranties. YOU ACKNOWLEDGE THAT (i) NUORDER CANNOT GUARANTEE THE RESULTS GENERATED THROUGH THE SERVICES OR THAT THE SERVICES WILL BE CONTINUOUSLY AVAILABLE FOR USE WITHOUT INTERRUPTION OR MODIFICATION, (ii) THE SERVICES ARE PROVIDED “AS IS”, ON AN “AS AVAILABLE” BASIS WITHOUT ANY REPRESENTATION, WARRANTY OR CONDITION OF ANY KIND, AND NUORDER HEREBY DISCLAIMS ALL CONDITIONS, REPRESENTATIONS AND ALL WARRANTIES, WHETHER EXPRESS OR IMPLIED, ARISING BY LAW OR OTHERWISE WITH RESPECT TO THE SERVICES, INCLUDING, BUT NOT LIMITED TO, ANY (a) IMPLIED WARRANTY OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE, (b) IMPLIED WARRANTY ARISING FROM COURSE OF PERFORMANCE, COURSE OF DEALING, OR USAGE OF TRADE, (c) WARRANTY OF TITLE OR NON-INFRINGEMENT; OR (d) STATUTORY REMEDY, AND (iii) NUORDER IS NOT RESPONSIBLE FOR ANY SERVICE CHANGES. NUORDER EXPRESSLY DISCLAIMS ANY SPECIFIC SERVICE LEVEL WARRANTIES OR COMMITMENTS. NOTHING IN THIS AGREEMENT EXCLUDES OR PURPORTS TO EXCLUDE ANY STATUTORY RIGHT OR WARRANTY THAT MAY NOT BE EXCLUDED BY LAW.

Limitation of Liability. NEITHER PARTY SHALL BE LIABLE TO THE OTHER FOR ANY SPECIAL, INCIDENTAL, INDIRECT, EXEMPLARY, PUNITIVE OR OTHER CONSEQUENTIAL DAMAGES, WHETHER BASED ON BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE) OR OTHERWISE, WHETHER OR NOT THAT PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGE.

IN NO EVENT SHALL NuORDER BE LIABLE TO YOU OR ANY OF YOUR AFFILIATES FOR ANY DAMAGES TO YOUR COMPUTERS, HARDWARE, TELECOMMUNICATION, EQUIPMENT, OR OTHER PROPERTY AND/OR FOR LOSS OF DATA, CONTENT, IMAGES, REVENUE, PROFITS, USE OR OTHER ECONOMIC ADVANTAGE, ARISING OUT OF, OR IN ANY WAY CONNECTED WITH THIS AGREEMENT, INCLUDING BUT NOT LIMITED TO THE ACCESSING OR USE OF, OR INABILITY TO USE, THE SERVICE.

NuORDER’S AGGREGATE LIABILITY HEREUNDER SHALL NOT EXCEED THE AMOUNTS PAID BY YOU TO NuORDER HEREUNDER, REGARDLESS OF THE LEGAL THEORY ON WHICH A CLAIM IS BASED, WHETHER IN CONTRACT, TORT, STRICT LIABILITY OR OTHERWISE. THE LIMITATIONS APPLY EVEN IF THE OTHER PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGE.

General Provisions.

Privacy Policy. You agree that you have read and will be bound by NuORDER’s privacy policy, which is available at: https://www.nuorder.com/privacypolicy/. NuORDER reserves the right to revise the Privacy Policy from time to time.
Acceptable Use Policy. You agree that you have read and will be bound by the Acceptable Use Policy published by Lightspeed Commerce Inc. (an Affiliate of NuORDER), which is available at: https://www.lightspeedhq.com/legal/acceptable-use-policy/.
Assignment. You may not assign any rights or obligations arising under these Connect Terms, whether by operation or law or otherwise, without the prior written consent of NuORDER. Subject to the foregoing, these Connect Terms shall inure to the benefit of and be binding on the successors and assignees of the parties.
Governing Law and Venue. These Connect Terms will be governed by and construed in accordance with the laws of the State of New York, without giving effect to principles of conflicts of laws. Any action or proceeding arising from or relating to these Connect Terms must be brought in a federal or state court sitting in New York City, New York, and each party irrevocably submits to the jurisdiction and venue of any such court in any such action or proceeding. If a dispute arising under these Connect Terms results in litigation, the non-prevailing party shall pay the court costs and reasonable attorneys’ fees of the prevailing party.
Publicity and Marketing. You agree that, NuORDER may, without your consent, use your name and logo on NuORDER’s website and in NuORDER marketing material.
Entire Agreement. These Connect Terms along with the documents referred to or incorporated herein represent the entire understanding and agreement of the parties, and supersede any and all previous and contemporaneous understandings, agreements, proposals or representations, written or oral, between the parties, as to the subject matter hereof.
Amendment. NuORDER reserves the right, at any time, to amend these Connect Terms, including making changes to the fees and scope of the Services. Your continued use of the Services after the effective date of any such changes will constitute your acceptance of and agreement to such changes.
Severability and Waiver. In the event that any provision of these Connect Terms are held to be invalid or unenforceable, the valid or enforceable portion thereof and the remaining provisions of these Connect Terms will remain in full force and effect. Any waiver or failure to enforce any provision of these Terms on one occasion will not be deemed a waiver of any other provision or of such provision on any other occasion. Other than as expressly stated herein, the remedies provided herein are in addition to, and not exclusive of any other remedies of a party at law or in equity.
Relationship of the Parties. The parties to these Connect Terms are independent contractors, and no agency, partnership, franchise, joint venture or employee-employer relationship is intended or created by these Connect Terms.

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