Terms & Conditions

Last modified: October 31, 2025

These Terms and Conditions (these “Terms”) govern how [CUSTOMER] (“you,” “your” or “Customer”) 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”). “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 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.

The undersigned parties agree that these Terms shall constitute the master subscription agreement which shall govern the terms and conditions of any subsequent Order Form between the parties and all Order Forms shall refer to these Terms. Any new features, functions or tools added to the Services will also be governed by these Terms.

1. NuORDER Services.
   
   1. Subscription to the NuORDER Service. Subject to these Terms, including, without limitation, the payment of the Fees set forth in Section 4 and as applicable, Section 8(v) hereof, NuORDER hereby grants you a non-exclusive, revocable, non-sublicensable, non-transferable limited license to access and use the Services as described in the Order Form, in accordance with these Terms, solely for your internal business purposes and not for resale or to provide services to third parties. You are solely responsible for providing, at your own expense, all network access to the Services, including, without limitation, acquiring, installing and maintaining all telecommunications equipment, hardware, software and other equipment as may be necessary to connect to, access and use the Services. Terms in an Order Form have precedence over conflicting terms in these Terms, but have applicability only to that particular Order Form.
2. Your Use of the NuORDER Service.
   
   1. Access and Security Guidelines. 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. 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 not use your access to the NuORDER Service 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) knowingly interfere with or disrupt the integrity or performance of the NuORDER Service or the data contained therein; or (d) harass or interfere with another NuORDER customer’s use and enjoyment of the Services.
   2. Customer Data. For the purposes of these Terms, “Customer Data” means any data, or information contained in any database, template or other similar document submitted by you or any of your Affiliates through the Services or provided by you or any of your Affiliates to NuORDER as part of or in relation to the Services, as well as any data generated through your use of the Services, including, without limitation, transaction data.
      
      1. 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, law or regulation.
      2. NuORDER represents, covenants, and warrants that NuORDER will use Customer Data only in compliance with your written instructions, including, without limitation, its privacy policies then in effect and all applicable laws. NuORDER will maintain and enforce reasonable safety and physical security procedures with respect to its access to and maintenance of Customer Data that are at least equal to industry standards.
      3. You agree and acknowledge that NuORDER may collect, store and use Customer Data, and you grant NuORDER, for use in connection with the Services or for the provisioning, maintenance or improvement of the Services, a royalty-free, revocable, 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 Customer Data in any media, form, format, or forum now known or hereafter developed during the Term.
      4. You grant NuORDER a royalty-free, perpetual, irrevocable, sublicensable, transferable, world-wide, nonexclusive right and license to use de-identified and aggregated Customer Data in any media, form, format, or forum now known or hereafter developed for any business purpose.
      5. NuORDER will maintain and enforce reasonable safety and physical security procedures with respect to all such aggregated and de-identified data that are at least equal to industry standards.
      6. You agree to supply NuORDER with any and all relevant Customer Data, including but not limited to relevant product data within fourteen (14) days of the beginning of the Term.
   3. Use Restrictions. You will not, and will not attempt to: (a) reverse engineer, disassemble or decompile any component of the Services; (b) knowingly interfere in any manner with the operation of the Services or any hardware and network used to operate the Services; (c) 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 an affiliate or to operate a service bureau; or (d) modify, copy or make derivative works based on any part of the NuORDER Service.
   4. Additional Subscriptions. You shall have the right to purchase additional Services at the then current rates provided by NuORDER in accordance with an applicable Order Form.
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.
   
   1. Obligation. 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, the receiving party will not be in violation of this Section 6 with regard to a disclosure that was 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 permit the other party to seek confidential treatment of such information.
   2. Exceptions. The restrictions on use and disclosure of Confidential Information set forth above will not apply to any Confidential Information, or portion thereof, which (a) is or becomes a part of the public domain through no act or omission of the receiving party, (b) was in the receiving party’s lawful possession prior to the disclosure, as shown by the receiving party’s competent written records, (c) is independently developed by the receiving party without reference to the disclosing party’s Confidential Information, as shown by the receiving party’s competent written records, or (d) is lawfully disclosed to the receiving party by a third party without restriction on disclosure.
   3. Personally Identifiable Information. Should Customer Data contain information which includes, but is not limited to, personal financial or identifying information (“Personally Identifiable Information”), NuORDER will provide protections for such Personally Identifiable Information in accordance with accepted industry standards and as appropriate. Both parties hereto will be bound by and adhere to the provisions of NuORDER’s Data Processing Addendum, available at: https://www.nuorder.com/dpa/.
7. Ownership. 
   
   1. NuORDER Service and Technology. You acknowledge that NuORDER retains all right, title and interest in and to the Services and all software (including source code and object code), materials, formats, interfaces, information, data, content and NuORDER 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 herein, no license or other rights in the NuORDER Technology are granted to you and all such rights are hereby expressly reserved by NuORDER.