Terms & Conditions

Marketplace Retailer

Last modified: August 17, 2026

General.These Retailer Terms and Conditions (these “Terms”) govern how [Retailer] (“you,” “your” or “Retailer”) access and use the Services (as defined below) offered to you by Lightspeed NuORDER Inc. (formerly, NuORDER, Inc.) and its Affiliates (as defined below) worldwide (NuORDER, along with its Affiliates, “NuORDER”, “Company,” “we,” “us” or “our”). Any new features, functions, or tools added to the Services will also be governed by these Terms. These Terms, along with the Acceptable Use Policy and Privacy Policy, govern your purchase of products as a Retailer through the Services.

Definitions For the purposes of these Terms:
1. “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.
2. “Brand” means a seller who offers to sell and/or sells its products to Retailers through the Services.
3. “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.
4. “Retailer” means a retailer who purchases products through the Services.
5. “Retailer Profile” means a business profile associated with a Retailer’s use of the Services, which may include business, contact, account, user, and other information about the Retailer and its authorized users.
6. “Services” means the NuORDER wholesale online marketplace, accessible through the NuORDER website (the “Application”).

NuORDER Services.
1. Application of these Terms. These Terms 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 Order Form, the NuORDER Terms and Conditions, or any other written agreement between you and NuORDER (as applicable) supersedes these Terms, and these Terms shall not apply to you.
2. Retailer Profile. Access to the Services is provided to Retailers at no cost. To purchase products through the Services, a Retailer Profile must be created by completing and submitting the request form available at https://www.nuorder.com/start/buy/ or by completing any other profile setup process made available through the Services. Retailers who already have a NuORDER account may be required to associate their account with a new or existing Retailer Profile.
3. Approval.
  1. Existing Retailer Profiles. Requests to join an existing Retailer Profile may be subject to approval by the applicable administrator for that Retailer Profile. NuORDER may require a completed Retailer Profile, or association with a Retailer Profile, as a condition of accessing or continuing to use certain Services or features.
  2. New Retailer Profiles. Requests submitted through https://www.nuorder.com/start/buy/ will be subject to NuORDER’s review and approval.
4. License. Subject to these Terms and NuORDER’s approval for a Retailer Profile, NuORDER hereby grants to you a non-exclusive, revocable, non-sublicensable, non-transferable limited license to access and use the Services solely for your internal business purposes, and not for sublicensing, resale or to provide competing services to third parties.
5. Acceptance of Terms. These Terms may be accepted at the Retailer Profile level by an authorized representative of the Retailer, and all users added to, invited to, or accessing the Services under that Retailer Profile will access and use the Services on behalf of the Retailer Profile and will be subject to these Terms.
6. Access and Security Guidelines.
  1. 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 NuORDER promptly of any such unauthorized use. NuORDER is not liable for any loss or damage arising from any unauthorized use of your Retailer account. You are also responsible for providing, at your own expense, all network access to the Services.
  2. If you add, invite or authorize any employees, contractors, representatives or other users to access the Services under a Retailer Profile, such users will be deemed to act on your behalf and will be subject to these Terms, and you will be responsible for their access to and use of the Services.
  3. You may designate one or more administrators under your Retailer Profile who will have authority to manage account settings, permissions and preferences on behalf of the Retailer Profile and all users accessing the Services under that Retailer Profile.
  4. Administrators for the Retailer Profile may remove users from the Retailer Profile. A user who is removed from a Retailer Profile may no longer be able to access functionality associated with that Retailer Profile and may be required to join an existing Retailer Profile or create a new Retailer Profile to continue using certain Services or features. Individual users may contact NuORDER support to request removal from a Retailer Profile or deactivation of their NuORDER account.
7. Prohibited Use. 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 NuORDER 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 Services.

Your Representations and Warranties. You represent and warrant that:
1. 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 Terms and grant the rights herein;
2. There are no outstanding rights, agreements, grants, encumbrances, obligations or restrictions that would prevent you from performing your obligations under these Terms;
3. 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;
4. You will comply with all NuORDER policies and applicable federal, state, and local laws and regulations in the performance of your obligations hereunder;
5. You are solely responsible for assessing Brands and their products prior to purchase and, by purchasing through the Services, you accept all legal and regulatory obligations related to the transaction, including taxes, duties, licensing, customs requirements, and any international tariffs or fees; and
6. All purchases are made on behalf of your business, and you are not making any purchases for any personal purpose.

Transactions and Payment.
1. Payment Methods. To place an order with a Brand that requires payment through the Services, you may be required to link or provide an approved payment method at checkout. Approved payment methods are limited to credit cards and, where available, ACH bank-to-bank transfers in the United States, and may vary by region. By submitting payment details in conjunction with registering for a Retailer Profile and/or purchasing products, you agree to pay for the products purchased, and any applicable taxes and other fees, and you authorize NuORDER to charge the payment method with the information you have supplied to NuORDER, and/or to credit that payment method to make any adjustments if necessary.
2. Taxes. You acknowledge and agree that you are solely responsible for the collection and remittance of any taxes, including sales taxes, as well as any other payments or filings required under applicable law. You hereby release NuORDER with respect thereto, and agree to indemnify, defend and hold NuORDER harmless against any and all such taxes, contributions, penalties and/or interest.
3. Shipping Costs and Duties.
  1. All shipping and delivery fees applicable to orders placed through the Services are determined solely by the respective Brand fulfilling the order and NuORDER does not determine, control or guarantee any shipping or delivery fees, charges, rates or estimates. Shipping costs, including any applicable handling fees, surcharges or similar charges, may be displayed at checkout, communicated prior to order confirmation, or added or updated by the Brand after the order has been submitted. If any shipping costs or additional charges are added or updated after submission, You may receive email notifications or other communications from the Brand regarding such order changes.
  2. By completing a purchase, You acknowledge and agree that you are solely responsible for paying all shipping and delivery charges associated with your order. You further acknowledge and agree that you are responsible for any customs or excise duties, tariffs, taxes, import or export fees, brokerage fees, or other governmental charges or assessments that may be imposed in connection with or as a result of international purchases.
  3. NuORDER is not responsible or liable for any shipping or delivery fees, charges, rates or estimates, or for any errors, omissions, changes, disputes, delays, losses or other arising from or related to shipping, delivery, customs, duties, tariffs, taxes, fees or or other charges determined, imposed or updated by a Brand, carrier, customs authority or other third party.
4. Right to Refuse. You acknowledge and agree that Brands and/or NuORDER may refuse to complete your purchase for any reason.
5. No Liability. When you place an order from a Brand through the Services, an agreement is formed directly between you and the Brand that is selling its products. NuORDER is not a party to that agreement and cannot and does not control the conduct of the Brands. The return policy and any other rules, policies or requirements identified during checkout form part of your agreement with the Brand. You and the relevant Brand 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 or transaction between you and the Brand and you irrevocably waive any claim against NuORDER with respect to your transaction with any Brand.

Third-Party Service. “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.

Term and Termination.
1. Term. These Terms are effective when you access the Services and remain in effect until you cease using the Services and delete your account.
2. Termination by NuORDER. NuORDER may, in its sole discretion:
  1. cancel or suspend orders and/or suspend your access to or use of the Services if you fail to make timely payment for any products ordered through the Services;
  2. suspend, restrict or disable your access to or use of the Services, including by locking your account, terminating active sessions, or otherwise preventing login, if NuORDER reasonably suspects fraud, unauthorized activity, misuse of the Services or any other security risk; and
  3. terminate your access to or use of the Services at any time and without notice if: (i) you breach these Terms; (ii) you violate NuORDER policies or applicable laws; (iii) NuORDER reasonably believes termination is necessary to protect NuORDER’s interests, the Services, Brands, other users or any third party; or (iv) NuORDER otherwise elects to discontinue your access to the Services.
3. Deactivation by Retailer. You may request deactivation of your account at any time by contacting NuORDER support. Deactivation of your account may limit or prevent your access to the Services, but will not affect any rights, obligations, orders, payments, fees, liabilities or responsibilities that accrued before deactivation.
4. Survival. The rights and duties of the parties under Sections 4, 5, 6, 9, and 10 shall survive termination or expiration of these Terms.

No Warranties. TO THE FULLEST EXTENT PERMISSIBLE BY APPLICABLE LAW, YOU ACKNOWLEDGE AND AGREE TO THE FOLLOWING:
1. Platform “As Is” Basis: The Services are provided on an “as is” and “as available” basis. NuORDER disclaims all representations, warranties, and conditions, whether express, implied, or statutory, including but not limited to any implied warranties of merchantability, fitness for a particular purpose, title, or non-infringement.
2. No Guarantee of Availability: NuORDER does not warrant that the Services will be uninterrupted, error-free, or continuously available, nor does it guarantee any specific results from the use of the Services.
3. Third-Party Transactions & Content: NuORDER serves only as an intermediary platform and expressly disclaims all liability relating to the relationship between Brands and Retailers. Specifically, NuORDER:
  1. does not guarantee any Brand’s inventory levels, product availability, or fulfillment capabilities;
  2. is not responsible for picking up, transporting, delivering, or otherwise handling any shipments;
  3. assumes no duty to monitor or verify whether products sold through the Services comply with applicable laws, rules, or regulations;
  4. has no duty or obligation to resolve any issue you have with a Brand, and you hereby release NuORDER from any and all liability relating to any dispute you have with a Brand;
  5. does not endorse, or guarantee the accuracy, legality, or appropriateness of any advertisements or content provided by third parties (including Brands) through the Services (“Third-Party Content”) and has no responsibility or liability with respect to (i) any Third-Party Content, including any errors, misrepresentations, omissions, and/or illegal activity; and/or (ii) any actions, omissions and/or decisions that you make in reliance on Third-Party Content displayed through the Services.
4. Statutory Rights: Nothing in this Agreement excludes or purports to exclude any statutory rights or warranties that may not be excluded by law.

“Retailer 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.
1. You are solely responsible for all Retailer Data and will not provide, post or transmit any Retailer Data or any other information, data or material that infringes or violates any intellectual property rights, publicity / privacy rights, laws or regulations.
2. You agree and acknowledge that NuORDER may collect, store and use Retailer Data, and you grant NuORDER, for use in connection with the Services or for the provisioning, maintenance, promotion or improvement of the Services, a royalty-free, irrevocable, sublicensable, transferable, world-wide, nonexclusive right and license to use, reproduce, create derivative works from, modify, publish, edit, translate, distribute, perform, display, and/or otherwise exploit, the Retailer Data in any media, form, format, or forum now known or hereafter developed during your subscription to the Services.
3. You grant NuORDER a royalty-free, perpetual, irrevocable, sublicensable, transferable, world-wide, nonexclusive right and license to use de-identified and aggregated Retailer Data in any media, form, format, or forum now known or hereafter developed for any business purpose; provided that such de-identified, anonymous and aggregated Retailer Data cannot be used to re-identify you.
4. In accordance with your configured visibility settings, your Retailer Profile and contact details and business details (including but not limited to store images, addresses, category and subcategory classifications and stocked brands) may be visible to Brands within the Services, allowing them to contact you directly. If you do not wish for personal information, including buyer contact details, to be shared with Brands, an administrator for your Retailer Profile must opt out of or disable this feature through the available profile settings. Certain public information from your Retailer Profile, including company information, may remain visible to Brands even if you opt out or disable this feature.
5. You consent to NuORDER using the Retailer Data you provide (including but not limited to buyer names and contact details) for the purpose of contacting such buyers in connection with the promotion, marketing and sale of NuORDER products and services.
6. NuORDER will maintain and enforce reasonable safety and physical procedures with respect to its access to and maintenance of Retailer Data that are at least equal to industry standards.

Cookies, Analytics and Activity Sharing. As part of the Services, NuORDER may use cookies, pixels, web beacons, log data, device identifiers, third-party analytics services, and similar technologies, including Google Analytics, to collect and analyze information about your access to and use of the Services. This information may include activity and usage data relating to your browsing, searches, interactions, product views, orders, engagement with Brands, and other actions taken through the Services. NuORDER may use this information to operate, maintain, analyze, personalize, promote, and improve the Services, including marketplace functionality, recommendations, reporting, and Brand and Retailer experiences. NuORDER may also share certain analytics, activity, usage, and engagement information with Brands, including Brands with whom you interact or whose products, pages, showrooms, linesheets, or other content you view or engage with through the Services. For more information on how Google processes your personal data within the framework of Google Analytics, please consult this web page. Technology is dynamic and ever-changing, and the technologies and tools used by NuORDER may be modified, supplemented, or replaced from time to time.

“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 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. Retailer Confidential Information includes Retailer 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 11 if such Confidential Information:
1. is or becomes a part of the public domain through no act or omission of the receiving party;
2. 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;
3. is independently developed by the receiving party without reference to the disclosing party’s Confidential Information;
4. is lawfully disclosed to the receiving party by a third party without restriction on disclosure; or
5. 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 NuORDER’s Privacy Policy, available at https://www.nuorder.com/privacy-policy/.

Ownership.
1. 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 “NuORDER Technology”), and that the NuORDER Technology is protected by intellectual property rights owned by or licensed to NuORDER. Other than as expressly set forth in these Terms, no license or other rights in the NuORDER Technology are granted to you, and all such rights are hereby expressly reserved by NuORDER.
2. NuORDER acknowledges and agrees that you retain all right, title and interest in and to the Retailer Data, subject to the rights that you grant to NuORDER under these Terms. NuORDER further acknowledges and agrees that you retain all right, title and interest in your property, including Retailer Property. “Retailer Property” includes, without limitation, the following:
  1. Your business or technical information;
  2. 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 rights or other laws; and
  3. 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 (the “Product Changes”), which may require you to take certain actions as advised.

Indemnification.
1. 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:
  1. your breach of any representations, warranties or other obligations set forth in these Terms or of any applicable laws or regulations;
  2. your negligence or willful misconduct in connection with your use of the Services; or
  3. allegations that the Retailer Data or NuORDER’s use of Retailer Data pursuant to these Terms infringes the intellectual property or other rights of a third party.
2. NuORDER shall indemnify, defend, and hold you and your officers, employees, and agents harmless from and against all Claims that the Services infringe the intellectual property or other rights of a third party.
3. 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.

Limitation of Liability. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, NUORDER WILL NOT BE LIABLE TO YOU OR ANY OF YOUR AFFILIATES FOR ANY INDIRECT, INCIDENTAL, SPECIAL, EXEMPLARY, PUNITIVE OR CONSEQUENTIAL DAMAGES, OR FOR ANY LOSS OF PROFITS, REVENUE, GOODWILL, DATA, USE OR OTHER ECONOMIC ADVANTAGE, ARISING OUT OF OR RELATING TO THESE TERMS, THE SERVICES, ANY PRODUCTS PURCHASED THROUGH THE SERVICES, OR ANY INTERACTION OR TRANSACTION BETWEEN YOU AND A BRAND, WHETHER BASED ON CONTRACT, TORT, NEGLIGENCE, STRICT LIABILITY OR ANY OTHER LEGAL THEORY, EVEN IF NUORDER HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, NUORDER’S AGGREGATE LIABILITY ARISING OUT OF OR RELATING TO THESE TERMS OR THE SERVICES WILL NOT EXCEED US$100.

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 $10,000 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.
1. Assignment. You may not assign any rights or obligations arising under these Terms, whether by operation or law or otherwise, without the prior written consent of NuORDER. Subject to the foregoing, these Terms shall inure to the benefit of and be binding on the successors and assignees of the parties.
2. Governing Law and Venue. These 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 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 Terms results in litigation, the non-prevailing party shall pay the court costs and reasonable attorneys’ fees of the prevailing party.
3. Acceptance of Terms. By creating a Retailer Profile, submitting Retailer information, associating your account with or joining a Retailer Profile, accepting an invitation to access the Services under a Retailer Profile, accessing or continuing to use the Services, or otherwise indicating your acceptance of these Terms, you agree to be bound by these Terms and accept all rights and responsibilities set forth herein. If you are accepting these Terms on behalf of the owner of the Retailer Profile or any other entity, you represent and warrant that you have all required power and authority to bind such person or entity to these Terms.
4. 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.
5. Entire Agreement. These 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.
6. Amendment. NuORDER reserves the right, at any time, to amend these Terms, including making changes to the scope of the Services and in connection with doing so, will update the ‘last modified’ date at the top of this page. Your continued use of the Services after the effective date of any such changes will constitute your acceptance of and agreement to such changes.
7. Severability and Waiver. In the event that any provision of these Terms are held to be invalid or unenforceable, the valid or enforceable portion thereof and the remaining provisions of these 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.
8. Relationship of the Parties. The parties to these Terms are independent contractors, and no agency, partnership, franchise, joint venture or employee-employer relationship is intended or created by these Terms.

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