These Terms and Conditions (these “Terms”) govern how you 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” “Company,” “we,” “us” or “our”). Any new features, functions or tools added to the Services will also be governed by these 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 Terms, the “Services” means the online service delivered by NuORDER to you, as made available by NuORDER from time-to-time 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 initial 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 Terms from time to time.
1. NuORDER Service.
2. Your Use of the NuORDER Service.
3. Onboarding. NuORDER will provide you certain onboarding services in order to prepare you for your initial launch (the “Onboarding Services”). The Onboarding Services will commence only after NuORDER has (i) received a signed copy of an Order Form from you (ii) received payment for the initial invoice (iii) received all relevant product data, product imagery, Customer Data, and inventory information required by NuORDER, in its sole discretion, in order to perform the Onboarding Services (iv) received the online Merchant Application (v) schedules a kick-off call and (vi) scheduled customer training.
4. Fees and Payments. You will pay NuORDER the fees (“Fees”) set forth in and in accordance with the Order Form for the subscription to the Services and any support services provided by NuORDER under these Terms and in accordance with the terms of any applicable Statements of Work. Unless otherwise specified in the applicable Order Form, 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 Fees you owe 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 Fees by providing you with at least sixty (60) days prior written notice. You may elect, on any relevant Order Form, to maintain a credit card on file for payment of all invoices.
5. “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 enable, access or use any Third-Party Services (as defined above). 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 (including with regards to Customer Data) 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. 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.
6. Confidential Information. For the purposes of these Terms, “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. Your Confidential Information includes the Customer Data and information derived therefrom.
8. NuORDER Payment Processing Services. The following specific terms govern your access and use of NuORDER’s payments processing solutions (the “Payments Services”), These specific terms, together with the rest of the Terms, the Order Form and Merchant Application shall hereafter be referred to as the “Payments Terms”).
Payments Processing; Processor. he Payments Services enable you to accept card payments from your customers, manage retail transactions, and receive transactional reporting (i.e., batch reports and settlements) and other business-related services. Our role under these Payment Terms is to provide services that facilitate payment for the products you sell and integrate related transactional data with NuORDER’s software. As such, NuORDER is acting as a service provider that facilitates payments for the goods and services and not a processor. All card payment transactions submitted through the Payments Services are authorized, processed and settled by the applicable processor indicated in Schedule I (“Processor”). You are therefore required to enter into a separate agreement with the applicable Processor for the processing of such payment transactions. By using the Payments Services, you are also agreeing to be bound by the applicable processor agreement indicated in Schedule I (the “Processor Agreement“). In accordance with the foregoing, you understand and acknowledge that NuORDER and Processor share data in connection with the Payments Services.
Your Eligibility; Underwriting Inquiries. To be eligible to use the Payments Services, you must first submit the Merchant Application provided to you by NuORDER and be approved by NuORDER. As part of the application process, you authorize NuORDER to make business and personal credit inquiries (including, obtaining credit reports for your directors, officers, and principals), transaction-verification inquiries, and any other investigations considered necessary or desirable by NuORDER relating to these Payment Terms. You further authorize NuORDER to provide any information and documentation to Processor, including but not limited to, transaction information, product information, financial information, personal information, credit reports, and copies of all other materials in NuORDER’s possession. This authorization will remain in effect during your use of the Payments Services for any on-going inquiries made for risk-monitoring, compliance and account management purposes. NuORDER reserves the right to decline your application for any reason, in its sole and absolute discretion.
10. Representations and Warranties; Disclaimer.
12. Beta Technology.
13. General Provisions