Merchant Terms and Conditions

Last Updated: March 1, 2024

If Company has ordered or purchased Services for its own use as a merchant or other end user, these Merchant Terms and Conditions (“Merchant Terms“) will apply, in addition to the Order Form(s), General Terms and Conditions, the applicable Service Terms, and any other terms set forth in the Agreement. For the purpose of these Merchant Terms, the term “Services” shall mean the Services identified in these Merchant Terms and applicable Service Terms. Company shall owe the fees as indicated in the applicable Fee Schedule or Order Form.

1. Service Terms

1.1. License Grant. Subject to Company’s compliance with the Agreement, NMI will provide the Services to Company in accordance with the Agreement and the applicable Service Terms. NMI grants to Company a limited, personal, revocable, non-exclusive, non-transferable, non-sublicensable right to access and use the Services solely in accordance with the specifications, application program interfaces (APIs), and other documentation provided by NMI for such purposes, as each may be updated from time to time by NMI in its sole discretion. Company will at all times comply with NMI’s then-current policies, procedures, and guidelines governing the Services, as updated from time to time in NMI’s sole discretion. Company is solely responsible for obtaining and maintaining any equipment, hardware, software, network connections, or ancillary services needed to connect to, access or otherwise use the Services. NMI may provide the Services or perform any of its other obligations under these Merchant Terms and any applicable Service Terms through its third party service providers, vendors, or agents.

1.2. Reseller Services. If Company has contracted for Services with a Reseller, Company acknowledges that such Reseller is an authorized reseller of NMI only and is not a joint venturer, partner, or agent of NMI. Any fees covered under any applicable Service Terms and these Merchant Terms and any applicable Fee Schedule apply only to those fees attributable to the Services delivered by NMI, and not to any other fees which may be charged by a Reseller for its own services (such as pursuant to a separate agreement between the Reseller and Company). Similarly, these Merchant Terms and any applicable Service Terms only govern the portion of the Reseller’s product or service that constitutes the Services, and not any third party enhancements, modifications, or other value-added products or services that a Reseller may bundle together with the Services. Company will contact the Reseller, not NMI, with any service inquiries.

1.3. Prohibited Transactions. Company may not request, introduce, or process transactions using the Services on behalf of any other person or entity. Any attempt by Company to use the Services on behalf of a third party may result in termination of these Merchant Terms, any applicable Service Terms, and the Agreement and/or additional fees, charges, fines, or assessments, for which Company will be solely liable.

1.4. Company Data. Company authorizes NMI to receive Company data from Third Party Service Provider or a Reseller, and to share Company transaction and other data with Third Party Service Provider as necessary to provide Company with the Services, which data may include transaction data and other data relating to Company’s use of the Third Party Service Provider Services, Personal Data, and/or Confidential Information. Furthermore, NMI may use, retain, and share any data it collects or receives in connection with the Services (including without limitation Confidential Information and Personal Data) with Third Party Service Provider, Resellers, NMI’s third party service providers, and other relevant third parties: (a) as necessary to provide Company with the Services; (b) as required or reasonably requested by the Resellers, Third Party Service Provider, Payment Networks, and service providers; (c) as required by the Rules or applicable law, regulation, order, or requirement of any governmental body, agency, or court having jurisdiction; or (d) to maintain the information as long as necessary or as required by law and used internally for record keeping, internal reporting, and support purposes, or to defend NMI’s rights in a legal dispute. NMI may use anonymized and statistical data on an aggregated basis (such as by calculating Company averages by region or industry) for any reason, and such information will be NMI’s Confidential Information and will not be deemed Personal Information, provided it cannot be used to identify Company or any individual.

1.5. Company’s Representations and Warranties. Company represents and warrants that: (a) it is engaged in a lawful business that includes the sale of products and/or services, and is duly licensed to conduct such business under the laws of all jurisdictions in which Company conducts business and will not change its type of business without the express written consent of NMI; (b) all statements and communications made by Company in connection with the Agreement are true, accurate, and complete in all material respects; (c) Company will comply with all applicable Rules, laws, and regulations to its use of the Services; (d) all transactions submitted in connection with the Services are for bona fide business operations compliant with applicable Rules, laws, and regulations; (e) Company is not engaged in any illegal or fraudulent business operation or any business operation prohibited by any applicable law, regulation, or Rule, or in any business identified on a prohibited activities list promulgated by any Third Party Service Provider or the Payment Networks; and (f) Company has all necessary right to any data or materials it uses in conjunction with the Services, and no such data or materials infringe the intellectual property rights of any third party.

1.6. Transaction Data. Company is solely responsible for verifying the accuracy and completeness of all transactions submitted and/or processed by NMI associated with Company’s account and verifying that all corresponding funds are accurately processed. NMI will not be liable for any improperly processed or unauthorized transactions or illegal or fraudulent access to Company’s account, data, or transaction data. If Company uses any application programming interfaces (APIs) provided in connection with the Services, Company is solely responsible for such use of the API, the security of Company’s credentials associated with the API, and the security of information and data submitted through the API. Company acknowledges that the fees associated with any and all transactions and associated data submitted to NMI are earned by NMI and shall not be reimbursed. NMI and its Resellers and Third Party Service Providers will not be liable for any transactions, including without limitation those that are unauthorized, improperly processed or approved, wrongfully declined, or otherwise, or for any access to any transaction or account data or Company’s customers’ Personal Data, including without limitation any unauthorized, illegal, or fraudulent access.

1.7. Credit Checks and Beneficial Owner. Company consents and agrees, as a condition of Company’s enrollment in and use of the Services, that NMI, its Resellers, or its Third Party Service Providers may obtain various consumer reports regarding Company and its principals from third parties, run credit checks, and obtain other Personal Data or credit information about Company and its principals or Beneficial Owners associated with Company, including for the purposes of evaluating Company’s eligibility for the Services,  verifying the identities of such individuals and evaluating the fraud and credit risk associated with Customer in connection with a business transaction, and for the provision and administration of the Services. Company expressly authorizes NMI, prior to the creation of Company’s account and from time to time thereafter, to investigate Company’s individual and business history and background, consumer-identifying and credit information (and that of any of Company and Company’s authorized representatives, directors, officers, partners, proprietors, owners, etc.), and to obtain credit or consumer reports or other background investigation reports on each of them that NMI considers necessary to review the acceptance of Company’s application and continuation of the Services. Company also authorizes any person or credit reporting agency that issues consumer reports to answer those credit inquiries and to furnish that information to NMI. Company represents and warrants to NMI that it has obtained, and will provide to NMI upon request, written instructions and all authorizations, consents, and disclosures necessary from each such individual for NMI to obtain (and for a consumer reporting agency to provide) such information including consumer reports of such individual to NMI.  Company represents and warrants that it will ensure that such individual shall also authorize NMI’s sharing of information of such individual in connection with obtaining such consumer reports from the consumer reporting agencies and other third party service providers who conduct background and identification screening. Company agrees to cooperate with and provide NMI with any information or documentation needed for the Company to obtain such information from consumer reporting agencies, and agrees that it will comply with all applicable requirements under all applicable state and federal laws and regulations. For purposes of these Merchant Terms, “Beneficial Owner” means any person who either directly or indirectly owns or controls at least 25% or more of Company’s ownership interests as well as a person who exercises substantial control over Company.  There must be at least one Beneficial Owner identified.

2. Liability

2.1. Limitation on Liability. In addition to any other limitations on liability or warranty disclaimers contained in the General Terms and Conditions, the following terms will apply: NMI will have no liability for, and Company will indemnify, defend, and hold NMI harmless from, any unauthorized or fraudulent transactions submitted or processed using Company’s identification number, Company’s systems, any security credentials issued to Company, or Company’s account, including but not limited to transactions in connection with credit return fraud. NOTWITHSTANDING ANY OTHER PROVISION IN THE AGREEMENT, NMI PROVIDES NO WARRANTY, AND WILL BEAR NO RISK OR LIABILITY, WITH RESPECT TO COMPANY’S OR ITS CUSTOMERS’ DATA (INCLUDING WITHOUT LIMITATION PERSONAL DATA, COMPANY CREDENTIALS, AND TRANSACTION DATA), OR TO COMPANY’S SALE OF PRODUCTS OR SERVICES (INCLUDING WITHOUT LIMITATION ANY RISK ASSOCIATED WITH CREDIT CARD FRAUD, ACH FRAUD, CHECK FRAUD, CHARGEBACKS, TRANSACTION RATING, IMPROPERLY AUTHORIZED TRANSACTIONS, LEGITIMATE BUT UNAUTHORIZED TRANSACTIONS, DATA TRANSMISSION ERRORS, OR ANY ACTION OR OMISSION BY A THIRD PARTY). NMI DOES NOT WARRANT THAT PERSONAL DATA OR TRANSACTION DATA WILL NOT BE SUBJECT TO UNAUTHORIZED INTERCEPTION OR MODIFICATION. NMI WILL NOT BE LIABLE FOR ANY TRANSACTIONS SUBMITTED, INCLUDING WITHOUT LIMITATION THOSE THAT ARE UNAUTHORIZED, IMPROPERLY PROCESSED OR APPROVED, WRONGFULLY DECLINED, OR OTHERWISE, OR FOR ANY UNAUTHORIZED, ILLEGAL, OR FRAUDULENT ACCESS OF COMPANY OR CUSTOMER DATA.

2.2. Indemnification. In addition to any other indemnities set forth in the General Terms and Conditions, Company agrees to defend, indemnify, and hold NMI and its officers, directors, employees, agents, Third Party Service Providers, or Resellers (collectively, “NMI Indemnitees“) harmless from and against any and all claims, actions, proceedings, investigations and suits and all related internal costs, liabilities, damages, settlements, penalties, fines, costs or expenses (including reasonable attorneys’ fees and other litigation expenses) incurred by the above parties, arising out of or relating to any of the following: (a) the reliability, accuracy, or legitimacy of payment data or purchase orders submitted through the Services; (b) transactions submitted through the Services; or (c) claims by Company’s customers, including without limitation claims relating the goods or services sold by Company or relating to any disclosure of Personal Data or other consumer data.

2.3. Penalties and Assessments. If Company or its employees or agents, directly or indirectly, cause any fees, fines, or assessments to be charged to NMI or any NMI Indemnitee by a Payment Network or any other entity, Company will immediately reimburse NMI or the NMI Indemnitee for all such fines and penalties. All such obligations and amounts incurred will be deemed direct, not indirect or consequential, damages, and will be collectible notwithstanding any provision in the Agreement to the contrary.

 

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Gateway Service Terms (Merchant)

Omni, Cardease, and/or USAePay

1. Interpretation; Definitions

1.1. Gateway Services. If the Order Form includes gateway Services, which may refer to each of Omni, Cardease, and/or USAePay, as applicable (jointly referred to as the “Gateway Services“), the following Service Terms (“Gateway Service Terms“) will apply in addition to the other terms and conditions set forth in the Agreement.

1.2. NMI Affiliate. The NMI Affiliate providing the Gateway Services is set forth below. For the purposes of these Gateway Service Terms, references to “NMI” will refer to such NMI Affiliate.

(a) In the U.S.: 

i. Network Merchants, LLC (for all Gateway Services other than the USAePay Gateway); or

ii. Gor Corporation d/b/a USAePay (for USAePay Gateway).

In the U.K.:

Network Merchants, Ltd. (and in such case, the UK Country Addendum referenced in the General Terms and Conditions will apply).

1.3. Additional Definitions. Capitalized terms used but not defined in these Gateway Service Terms will have the meanings given to them in the General Terms and Conditions, the Merchant Terms, or elsewhere in the Agreement. In addition, the following definitions will apply to these Gateway Service Terms:

“Authorization” means a validation of a Transaction by Issuer.

“Acquirer” means a bank, processor, financial institution, or NMI itself, as applicable when such services are engaged by the Company, with which the Company uses for the acceptance of Transactions.

“Company Device” means the device used by the Company to process Transactions, which may include (as applicable and as supported by NMI): (a) mobile phones, smartphones, tablets, PDAs, computers and other devices; and/or (b) merchant terminals, including a machine in which a PIN entry device (PED) is installed or linked to.

“Company Interface” means the interface properly developed by Company using the SDK.

“Failure” means a correction of a Transaction by Issuer. 

“Issuer” means a bank or other financial institution issuing a payment card on behalf of a Payment Network or issuing a payment card directly.

“Portal” means the platform operated by NMI which allows Company to manage the Services.

“Transaction” means any billable occurrence completed, evaluated, submitted, or facilitated through or using the Services (regardless of whether approved or declined), including but not limited to any sale, void, refund, credit, offline force, capture, authorization, validate, update, or settlement.

2. The Services 

2.1. NMI shall, during the Term, provide to Company the Gateway Services indicated on the Order form, as set forth in these Gateway Service Terms.

2.2. Company shall comply with all PCI Security Standards applicable to Company, including any PCI DSS, PCI P2PE, PA DSS, or applicable policies and procedures provided to it by NMI.

2.3. Company understands that Company may not process orders on behalf of any other entity or individual and that the use of the Transaction processing services is provided herein as a service license for a single Company account. Any attempt to use the Transaction processing services provided herein for more than one merchant account without additional service licenses may result in additional fees and charges and/or the revocation of the service license and termination of these Gateway Service Terms. 

3. Boarding. This Section will apply in all cases where boarding is provided.

3.1. Company must submit boarding requests in accordance with the merchant boarding procedure established by NMI from time to time.

3.2. In addition to the fees set forth on the Fee Schedule, where Company requests NMI assistance with the boarding process, NMI will charge to Company and Company will pay to NMI all reasonably incurred costs and expenses (including employee time).

3.3. Company acknowledges and accepts that it is solely responsible for ensuring that all information and data provided in the boarding and set-up process is complete and accurate, and for the provision of the merchant identification and Acquirer TIDs (or equivalent) to NMI. NMI will have no responsibility for any incorrect, inaccurate, or incomplete data provided by Company or any other third party in the boarding and set-up process.

3.4. NMI is not responsible for and shall have no liability to Company in respect of any and all information, data and/or updates provided by a third party and sent through the Services.

3.5. SDK License. If the Order Form includes a software development kit (“SDK“), NMI will provide such SDK and associated documentation with the Services. For this option, the following terms apply:

3.5.1. Subject to the other terms and conditions of the Agreement, NMI grants to Company a non-exclusive and non-transferable license for the Term to use the SDK in accordance with the written materials provided by NMI (including any technical specifications, file format documentation and API information), strictly to: (a) develop Company Interface and make a limited and reasonable number of copies of the SDK for such purpose; and (b) use the SDK to the extent that such is incorporated into Company Interface to benefit from the Services.

4. Transaction Processing 

4.1. NMI shall receive Transactions from the Company Device and send the required data related to the Transaction to an Acquirer. NMI shall then receive the response from the Acquirer and send the related Authorization or Failure to the Company Device. 

5. Portal

5.1. NMI shall provide a website that allows Company to access Transaction history and perform the following basic functions:

5.1.1. generate and download reports;

5.1.2. perform refunds; and 

5.1.3. process ad hoc card-not-present authorizations and refunds.

6. TERMINAL MANAGEMENT SYSTEM (TMS) 

6.1. NMI shall provide a TMS that enables the Company Device to download configuration data and firmware for the Company Device.

Provisions specific to SDK

6.2.If so indicated on the Order Form, NMI shall provide Company a SDK, which shall comprise of the:

6.2.1. software development kit; and 

6.2.2. associated documentation (which may include technical specifications, files format documentation and API information).

6.3. Company acknowledges and accepts that NMI is not responsible for and shall have no liability to Company (or any Company) for:

6.3.1. Company Devices (including all software, firmware and operating systems located on the Company Device and its processing capacity, and including any certifications and configurations (including online PIN key loading arrangements where applicable)); 

6.3.2. any change (including updates and new releases) to Company Devices and/or PEDs (including where such change results in the SDK becoming unusable (in full or in part));

6.3.3. Company Device’s ability to connect to public networks and/or bluetooth (as applicable);

6.3.4. availability of public networks (including where unavailability results in failure to send communications related or connected to the SDK); and/or

6.3.5. functions connected or related to the processing of transactions (including transaction authorization) provided by acquiring banks, payment processors or payment facilitators.

6.4. For the purposes of this Section, Company shall be permitted to upload Company Interface to applicable app stores.

7. SECOND LINE COMPANY SUPPORT

7.1. The following definitions shall apply in this Section:

First Line Reseller  Support Team	Reseller’s personnel (or a third party on behalf of Reseller) providing the first line support, assistance and guidance to Company.
Respond / Response	an acknowledgement by email or telephone of a Support Request.
Support Request	a valid request for support made in accordance with these Gateway Service Terms.

 

7.2. NMI shall provide second line support to the First Line Reseller Support Team on issues relating to the Company’s use of the Services reported to NMI in accordance with this Section. Company acknowledges and accepts that such second line Reseller support shall not include support: 

7.2.1. provided by NMI directly to Company (save where NMI (in its sole) discretion requests the same); 

7.2.2. where the First Line Reseller Support Team has not used every effort to resolve the issue; 

7.2.3. where the First Line Reseller Support Team has not undertaken a reasonable level of diagnosis and reasonable steps to resolve the issue; and

7.2.4. on issues not directly related to the Services (including support on the PED and public network). 

7.3. Reseller  is responsible for providing first line support, assistance and guidance to Company.  

7.4. Reseller  must make a request for support in accordance with NMI’s procedures, which may be modified from time to time. 

8. COMPANY BOARDING AND SET UP

This Section shall only apply where boarding is provided.

Scope of Portal boarding 

8.1. The Reseller  acknowledges and accepts that the Portal boarding method is only recommended by NMI for low volume boarding (under 20 users/month or for the purposes of a limited pilot). 

8.2. Reseller  acknowledges and accepts that Portal boarding shall not include: 

8.2.1. verification by NMI of any Company information submitted in the boarding process; or 

8.2.2. test transactions. 

Company boarding procedure 

8.3. Company must submit boarding requests in accordance with the relevant boarding procedures provided. 

9. COMPANY BOARDING AND SET UP: API boarding

9.1. This Section only applies where API boarding is provided.

9.2. API boarding shall provide the Company with a web service interface or application programming interface that allows access to the Portal for boarding purposes. 

9.3. Company acknowledges and accepts that API boarding shall not include: 

9.3.1. verification by NMI of any Company information submitted in the boarding process; or

9.3.2. test transactions. 

 

Modern Slavery Statement

1. Introduction

Network Merchants Limited (NMI) is committed to preventing acts of modern slavery and human trafficking from occurring within its business and supply chain, and imposes the same high standards on its suppliers. We take our responsibilities very seriously and any form of modern slavery, forced labour or human trafficking will not be tolerated within our operations.

We take appropriate steps to ensure that we respect and maintain the fundamental human rights of those who are working for or with NMI.

This statement covers the activities of the NMI Group across both the UK and USA for the financial year end 2020, as required by the Modern Slavery Act 2015.

2. Our Organisation

NMI is a global business, providing ISOs, Fintech Innovators and Technologists the freedom to focus on what they do best, liberating them from restricted payment solutions and giving them access to the latest payment technology. We provide payment solutions internationally across in-store, mobile, online and self-service payments. NMI operates in the UK and USA with offices in Bristol, Chicago, Salt Lake City and New York, employing over 180 people across its offices.

NMI is backed by global private equity firms, Francisco Partners and Great Hill Partner, both of which specialise in investments in technology, specifically payment solutions and FinTech. To find out more about the nature of our business, please visit: https://www.nmi.com/about-us/who-we-are/.

In order to provide our services, we work with a range of suppliers across different industries. For a list of our suppliers, please visit: https://www.nmi.com/developers/processors-devices/. We do not work within a supply chain where modern slavery or human trafficking is prevalent but we still remain committed to identifying potential risks and helping to prevent this.

3. NMI’s Policies

As part of our commitment to combating modern slavery, we have implemented the following policies:

• Modern Slavery & Anti-Trafficking Policy: we have an internal policy which covers the fundamental principles outlined in the Modern Slavery Act 2015, sets out how our staff can identify key signs of modern slavery and trafficking, as well as explaining how our employees should deal with a situation where they think someone is at risk.
• Procurement Process: as part of our appointment of suppliers, we undertake a risk assessment of the organisation and ask each company to complete a questionnaire which helps us to identify potential risks of modern slavery or human trafficking within their organisation. This is managed through a risk-based approach in light of the services we’re procuring. We ask all companies we work with to adopt the same standards that we apply to our business. We also include anti-slavery clauses in our contracts with our customers and supply chain.
• Recruitment: We operate a fair and transparent recruitment process which is detailed in both our staff handbook and, for these purposes, specific detail about recruitment is included in our Modern Slavery & Anti-Trafficking Policy. This applies whether we recruiter staff ourselves or whether we use outside agencies.
• Whistleblowing Policy: we encourage an open culture across all levels of our business and we believe that effective and honest communication is essential if malpractice is to be effectively dealt with. Our staff handbook sets out the process for reporting and we encourage all members of staff to raise any concerns they may have, including those relating to modern slavery or human trafficking.

The above policies are available to our staff and closely managed by the senior management team.

We also make sure our suppliers are aware of our policies, and adhere to the same high standards.

4. Due Diligence

As part of our efforts to monitor and reduce the risk of slavery and human trafficking occurring within our supply chains, we have adopted due diligence procedures designed to:

• establish and assess areas of potential risk in our business and supply chains;
• monitor potential risk areas in our business and supply chains;
• reduce the risk of slavery and human trafficking occurring in our business and supply chains;
• provide adequate protection for whistleblowers.

5. Risk and Compliance

We regularly evaluate the nature and extent of its exposure to the risk of modern slavery occurring in our supply chain by proactively managing those who we work with. We do not consider that we operate in high risk sectors or locations.

We do not tolerate slavery and human trafficking within our supply chains and if we find evidence of a failure to comply with our policies we will immediately seek to terminate our relationship with the relevant supplier.

6. Training

We invest in educating our staff to recognise the risks of modern slavery and human trafficking in our business and supply chains. Employees are encouraged to identify and report any potential breaches of our anti-slavery and human trafficking policy. Employees are taught the benefits of stringent measures to tackle slavery and human trafficking, as well as the consequences of failing to eradicate slavery and human trafficking from our business and supply chains.

7. Next Steps

Following our review of our actions this financial year to prevent slavery or human trafficking from occurring in our business or supply chains, we will continue to monitor our policies and consider developments to our due diligence and risk assessment procedures to help tackle slavery and human trafficking. We recognise that this is an ongoing obligation which continues to apply to NMI and requires a continuing commitment.

This statement is made in accordance with section 54(1) of the Modern Slavery Act 2015 and constitutes NMI’s slavery and human trafficking statement for the financial year 2019/20.

This statement was approved by Kyle Pexton on 16 July 2020.

GDPR

GDPR is the new EU data protection regulation which replaces the existing law and will apply across Europe from 25 May 2018. It strengthens individuals data protection rights and is designed to create a culture of good data protection across all organizations. Accountability and evidencing good data protection on an ongoing basis are key cornerstones of the GDPR.

Why is NMI concerned about GDPR?

The GDPR applies to any organizations that provide goods or services to European residents and therefore as we provide our services globally it is important for us to comply with GDPR.

GDPR Preparations

At NMI, our GDPR compliance is a priority for the business. The obligations created by GDPR create a standard that puts data protection at the forefront of our global business activities and it is something that we feel passionate about.

We have implemented a data protection programme with key stakeholders from our offices in the US, Europe and beyond. This programme is designed to consolidate our global approach to good data protection and to identify and mitigate any risk to the personal data, that we are responsible for. This project team is being driven by senior management with assistance from external advisors.

Accountability is at the forefront of this programme with ongoing processes being developed to ensure that we are able to evidence our good data protection.

We have been undertaking a programme of work to assess our readiness for the GDPR. This has involved mapping our data flows globally and understanding where data is shared, stored and accessed.

We are working to increase awareness at all levels within NMI to embed a culture of good data protection across the business.

Cookie Policy

NMI’s Site uses cookies to distinguish you from other users of our Site. This Cookie Policy (“Cookie Policy”) which is incorporated by reference into our Privacy Policy, helps us to provide you with the best experience when you browse our Site and also allows us to improve our Site (as defined in our Privacy Policy).

Privacy Policy

Last Updated: 27 August 2025

Privacy Policy

Network Merchants, LLC and all its subsidiaries and Affiliates (herewith referred to as NMI, we, our or us) are committed to protecting and respecting your privacy.

When collecting the data specified in this Privacy Policy (Policy), we, NMI, are both the Data Controllers and Data Processors. 

This Policy has been produced in line with the UK General Data Protection Regulation and the Data Protection Act 2018 (UK Privacy Laws), the EU General Data Protection Regulation (EU GDPR), applicable U.S. federal privacy laws, the California Consumer Privacy Act (CCPA) and California Privacy Rights Act (CPRA), and Canada’s Personal Information Protection and Electronic Documents Act (PIPEDA), as well as other applicable consumer privacy laws of relevant jurisdictions.

This Policy covers all aspects of NMI’s business, including and not limited to: 

• the use of our website including any related blogs, domains, mobile applications, mobile sites, online services and applications that we maintain (collectively, the “Website”).
• the Services NMI provides and the linked Affiliates:

TABLE 1:

Affiliate: (of any party means any person or entity that controls, is controlled by, or is under common control with, such party)	Service: (means the services provided by NMI under a contractual agreement between you and NMI)
Network Merchants, LLC	Omni
Network Merchants, Ltd.	CardEase (or any gateway offered in the UK)
GOR Corporation	USAePay
Agreement Express Inc.	Merchant Relationship Management (Agreement Express)
Anovia Payments, LLC	NMI Payments
Integrated Reporting Is Simple, LLC	Merchant Relationship Management (IRIS CRM)

 

This Policy sets out the basis on how we process any personal data we collect from you, or that you provide to us. Please read the following Policy carefully to understand our views and practices regarding your personal data and how we will treat it.

This Website is not intended for children, and NMI does not knowingly collect data relating to children.

It is important that you read this Policy together with any other privacy notice or fair processing notice we may provide on specific occasions, when we are collecting or processing personal data about you so that you are fully aware of how and why we are using your data. This privacy notice supplements the other notices and is not intended to override them.

Depending on the context, “you” will mean either the merchant, partner, end user, or a visitor to this website or our services – whichever is applicable:

• Merchant: as defined within your agreement with NMI
• Partner: as defined within your agreement with NMI
• Other end users: When you directly use an end user service for your personal or business use
• Visitor: When you visit the Website without being logged into a NMI account or otherwise communicating with NMI (e.g. you send NMI a message asking for more information because you are considering being a user of our products).

Third party links

The Website may include links to third-party websites, plug-ins and applications. Clicking on those links or enabling those connections may allow third parties to collect or share data about you. We do not control these third-party websites and are not responsible for their privacy statements. When you leave the Website, we encourage you to read the privacy notice of every website you visit.

1. Information We May Collect From You

Personal data, or personal information, means any information about an individual from which that person can be identified. It does not include data where the identity has been removed (anonymous data).

We may collect, use, store and transfer different kinds of personal data about you which we have grouped together as follows

TABLE 2: 

Category	Description of category, including but not limited to:
Identity Data	a) first name b) last name c) username or similar identifier d) marital status e) title f) date of birth g) social security number or similar government issued identification number h) gender
Contact Data	a) address (billing, shipping, etc.) b) email address c) telephone numbers
Financial Data	a) bank account details b) tax ID FEIN or equivalent c) payment card details d) credit check information
Transaction Data	a) details about payments to and from you b) other details of products and services you have purchased
Technical Data	a) includes Internet Protocol (IP) address b) your login data c) browser type and version d) time zone setting and location e) browser plug-in types and versions f) operating system and platform g) other technology on the devices you use to access the Website.
Profile Data	a) your username and password b) purchases or orders made by you c) your interests d) Preferences e) Feedback f) any provided images, and survey responses
Usage Data	a) information about how you use the Website b) How you use products c) How you use services
Marketing and Communications Data	a) your preferences in receiving marketing notifications from us  b) Your preference in receiving marketing information from our third parties  c) your overall communication preferences

 

We also collect, use, and share aggregated data, such as statistical or demographic data, for any NMI business purposes. Aggregated data may be derived from your personal data but is not considered personal data by law as this data does not directly or indirectly reveal your identity. For example, we may aggregate your Usage Data to calculate the percentage of users accessing specific features of the Website. However, if we combine or connect aggregated data with your personal data so that it can directly or indirectly identify you, we treat the combined data as personal data which will be used in accordance with this privacy notice.

We do not knowingly collect any special categories of Personal Data about you, including details about your race or ethnicity, religious or philosophical beliefs, sex life, sexual orientation, political opinions, trade union membership, information about your health, and genetic or biometric data. Nor do we collect any information about criminal convictions and offenses.

How is your personal data collected?

We may use different methods to collect and process data from and about you, this includes as is not limited to:

• Direct interactions
  • Information that you provide us. This includes information provided when filling in forms on our Website, placing an order for Services, applying for a vacancy to work at NMI, and, if applicable, at the time of registering to use the Website, subscribing to our services, posting material, or requesting further services. We may also ask you for information when you report a problem with the Website. “Services” means the goods and services provided by or through the Website and broken down in Table 1 above.
  • If you contact us, we may keep a record of that correspondence.
  • If you phone us, we may record the phone call and keep a record of the recording.
  • We may also ask you to complete surveys that we use for research purposes, although you are not required to respond to them.
• Merchant physical device integrations or online integrated payment systems 
  • As part of NMI’s Service – we integrate with Merchant physical devices, or integrate with online applications to receive payments. All information provided to enable the payment is thus processed by NMI accordingly. 
• Automated technologies or interactions
  • As you interact with the Website, we may automatically collect technical data about your equipment, browsing actions, and patterns. We collect this personal data by using cookies, server and network security device logs, and other similar technologies.
  • Utilization of the Website, including NMI’s payment gateway service and its other Services, will retain details regarding specific transactions.
• Business partners and Affiliates
  • At times, we may receive information on your behalf from an authorized NMI partner or Affiliate who provides goods or services to you.
• Third parties or publicly available sources
  • We may receive personal data about you from various third parties [and public sources] as set out below:
    • Technical data from the following parties:
      • Analytics providers (i.e., Google)
      • Managed security service providers
    • Identity and contact data from the following parties:
      • Sales/marketing insight providers (i.e., Salesforce)
      • Marketing/sales/product convention providers
      • Publicly available data identified through search engines
    • Background checks for potential Partners/ Merchants:
      • Credit reference agencies (Experian)
      • Verification agencies (LexisNexis, LSEG, Giact)

Do Not Track

We may not recognize all web browser based “Do Not Track” signals.  However, you may be able to modify your internet-enabled device’s web browser settings to block all cookies or third-party cookies.

2. Data Security

We have put in place appropriate security measures designed to protect your personal data from being accidentally lost, misused, accessed, altered, or disclosed in an unauthorized way. As a portion of this security, we limit access to your personal data by only those employees, agents, contractors, and other third parties who have a business need to know. They will only process your personal data on our instructions and are subject to a duty of confidentiality.

Unfortunately, the transmission of information via the internet is not completely secure. Although we will do our best to protect your personal data, we cannot guarantee the security of your data transmitted to our site; any transmission is at your own risk. Once we have received your information, we will use strict procedures and security features to try to prevent unauthorized access.

3. Cookies

The Website uses cookies to distinguish you from other users of our Website. This helps us to provide you with a good experience when you browse the Website, facilitate interactions with customer portals, and allows us to improve our site. For more information on the cookies we use and their purpose, please refer to our Cookie Policy.

4. Where We Store Your Personal Data

The data that we collect from you is stored as per below:

TABLE 3:

Affiliate:	Location
Network Merchants, LLC	USA
Network Merchants, Ltd.	USA, UK, Netherlands
GOR Corporation	USA
Agreement Express Inc.	Canada and USA
Anovia Payments, LLC	USA
Integrated Reporting Is Simple, LLC	USA

Your data may be transferred to, processed, and stored at a destination outside these destinations, by staff operating outside of these locations who work for us or for one of our partners. Such staff may be engaged in, among other things, in the fulfillment of an agreement, the processing of your payment details, or the provision of support services.

Whenever we transfer your personal data out to a remote staff or partner, we contractually require, or we ensure a similar degree of protection of your personal data be implemented to protect it from unauthorized use or access.

5. Purpose of Processing Personal Information

In general, we use the information we collect primarily to provide, maintain, protect, and improve our current products and services, including the development of new offerings. We use personal information collected through our Sites and Application(s) as described below and described elsewhere in this Policy.

We have set out below, in a table format, a description of all the ways we plan to use your personal data, and which of the legal bases we rely on to do so. We have also identified what our legitimate interests are where appropriate.

Note that we may process your personal data for more than one lawful ground, depending on the specific purpose for which we are using your data. Please contact us (dpo@nmi.com) if you need details about the specific legal ground we are relying on to process your personal data where more than one ground has been set out in the “Lawful Basis” section of the table below:

TABLE 4:

CATEGORY OF PERSONAL INFORMATION (categories are defined in Section 1 above)	PURPOSE/ACTIVITY	LAWFUL BASIS/ LEGAL BASES
(a) Identity (b) Contact	To facilitate the creation and security of your account	Performance of a contract with you
(a) Identity (b) Contact (c) Financial (d) Transaction (e) Marketing & Communications	To process and deliver your services, including: (a) Manage payments, fees, and charges (b) Collect and recover money owed to us (c) Create required accounts on your behalf	(a) Performance of a contract with you (b) Necessary for our legitimate interests (to recover debts due to us)
(a) Identity (b) Contact (c) Profile (d) Transaction (e) Technical (f) Usage (g) Marketing & Communications	To manage our relationship with you which will include: (a) Notifying you about changes to our terms or our Policy (b) Asking you to leave comments (c) Respond to your comments or questions and for our Support team to provide service (d) Send you related information, including confirmations, invoices, technical notices, updates, security alerts, and support and administrative messages	(a) Performance of a contract with you (b) Necessary to comply with a legal obligation (c) Necessary for our legitimate interests (to keep our records updated and to study how customers use our products/services)
(a) Identity (b) Contact (c) Marketing & Communications	To maintain a marketing database and send electronic marketing to you where we consider such marketing relevant to you and where we are satisfied that we have a legitimate interest in doing so	Necessary for our legitimate interests (to allow us to maintain current contact details and to market our products to individuals who have expressed or are likely to have an interest in those products)
(a) Identity (b) Contact (c) Profile (d) Usage (e) Marketing & Communications	To enable you to partake in a survey	(a) Consent as survey are optional (b) Necessary for our legitimate interests (to study how customers use our products/services, to develop them, and grow our business)
(a) Identity (b) Contact (c) Technical (d) Transaction	To administer and protect our business, services, and this Website, including: (a) Troubleshooting (b) Data Analysis (c) Testing (d) System Maintenance (e) Support (f) Reporting (g) Hosting of Data (h) Identification of you as a user on our system(s)	(a) Necessary for our legitimate interests (for running our business, execution of administration and IT services, network security, to prevent fraud, unauthorized, or illegal activity, and in the context of a business reorganization or group restructuring exercise) (b) Necessary to comply with a legal obligation (c) Performance of a contract with you
(a) Identity (b) Contact (c) Profile (d) Usage (e) Marketing & Communications (f) Technical	To deliver relevant website content and advertisements to you and measure or understand the effectiveness of the advertising we serve to you	Necessary for our legitimate interests (to study how customers use our products/services, to develop them, to grow our business and to inform our marketing strategy)
(a) Technical (b) Usage	To use data analytics to improve the Website, products/services, marketing, customer relationships, and experiences	Necessary for our legitimate interests (to keep the Website updated and relevant, to develop our business, and to inform our marketing strategy)
(a) Identity (b) Contact (c) Technical (d) Usage (e) Profile (f) Marketing and Communications	To make suggestions and recommendations to you about goods or services that may be of interest to you	(a) Consent (b) Necessary for our legitimate interests (to develop our products/services and grow our business)

 

When we process data based on your consent, you have the right to withdraw your consent at any time without affecting the lawfulness of processing based on such consent before the consent is withdrawn.

Marketing usage

We strive to provide you with choices regarding certain personal data uses, particularly around marketing and advertising.

We may use your personal data to assist in improving, developing and marketing NMI’s services and products. We may also use your personal data to assist in developing new products and services. We may use your personal data to assist in improving and developing our IT platform, network, product and service security, support capabilities, and the organization as a whole. We will contract with and provide third-party sources’ Identity, Contact, Usage, Profile, and Marketing and Communications data types.

In a business-to-business market, this profile helps us improve our marketing and sales efforts to be more relevant to you and to create a more personalized, improved experience.

Personal information in relation to marketing will not be shared with any third parties.

If you provide us with your mobile phone number and consent to receive SMS messages, we may use this information to send you updates, information, and other communications related to your business relationship. Message frequency may vary. Messages are intended for business-related updates, though we may also provide information about our services or offerings in the future. Message and data rates may apply. You may opt out of SMS messages at any time by replying STOP to a message you receive. Reply HELP for more information. SMS communications are only available to US-based partners and users. We retain SMS communication data as necessary to provide this service and to comply with our legal obligations. You may request access to or deletion of your SMS-related data by using the contact information below.

User feedback

We often request and receive feedback and comments from you who have had positive experiences with our services and may post user feedback on our website from time to time. If we choose to post your feedback, we will obtain your consent prior to posting your information (corporate or personal) with your feedback.

Data Retention

There are certain reasons why we keep some of your data. How long we keep your personal data depends upon the type of data we hold and the purpose(s) for which it was collected and processed. We may hold some of your data with third parties, but where we do, we ensure these third parties also only keep the data only for as long as necessary and adhere to our retention policies.

We retain your personal data for as long as we continue to provide the Services to you, or for a period in which we reasonably foresee continuing to provide the Services. Even after we stop providing Services directly to you, we may continue to retain your Personal Data to:

• Comply with our legal and regulatory obligations;
• Enable fraud monitoring, detection, and prevention activities; and
• Comply with our tax, accounting, and financial reporting obligations, including when such retention is required by our contractual agreements with our Financial Partners (and where data retention is mandated by the payment methods you’ve used).

In cases where we keep your personal data, we do so in accordance with any limitation periods and record retention obligations imposed by applicable law.

International data transfers

We may transfer your Personal Information to countries other than your own country, including to the United States. These countries may have data protection rules that are different from your country. When transferring data across borders, we take measures to comply with applicable data protection laws related to such transfer. In certain situations, we may be required to disclose Personal Information in response to lawful requests from officials (such as law enforcement or security authorities, as discussed above). 

Where applicable law requires a data transfer mechanism, we use one or more of the following: 

• Transfers to certain countries or recipients that are recognised as having an adequate level of protection for Personal Data under applicable law. 
• EU Standard Contractual Clauses approved by the European Commission and the UK International Data Transfer Addendum issued by the Information Commissioner’s Office. You can obtain a copy of the relevant Standard Contractual Clauses.
• or other legal methods available to us under applicable law. 

6. Disclosure of Your Personal Information (who we share your data with)

As a course of business and for reasons stated in this Policy, we may disclose your personal information to any member of our group, which means our subsidiaries, business partners, service providers, sub-processors, shareholders, investors, and Affiliates. As a necessity, we may disclose your personal information to third parties:

• In the event we sell or buy any business or assets, in which case we may disclose your personal data to the prospective seller or buyer of such business or assets.
• If NMI or substantially all of its assets are acquired by a third party, in which case personal data held by it about its customers will be one of the transferred assets.
• If we are under a duty to disclose or share your personal data in order to comply with any legal obligation or other agreements; or to protect the rights, property, or safety of NMI, our customers, or others. This includes exchanging information with other companies and organizations for the purposes of fraud protection and credit risk reduction.
• Where necessary for the purposes of preventing or detecting crime, we may share your personal data about you to the following third parties, including and not limited to:
  • Court
  • Police
  • Federal agents

• Excluding Google & Microsoft data, NMI may use aggregated and/or anonymized data to compile statistics and may distribute those anonymized statistics to third parties. NMI may also use data to offer you additional features within the services or services of third parties that NMI believes are compatible with your interests.

Third parties that we may disclose data to both inside and outside the United States and the EU include:

• Acquiring Banks
• Payment Processors
• Fraud Detection Providers
• Additional Authentication Providers (i.e., Visa 3DSecure, MasterCard Securecode Providers, etc…)
• Project Management and Productivity Providers
• Sales, Marketing, and Marketing Analytics

We use the services of data processes acting on our behalf, some may store your personal information outside the European Economic Area, where we have appropriate safeguards in p;ace that are required by data protection laws. 

7. YOUR LEGAL RIGHTS

Your Privacy Rights Related to Marketing

Your privacy rights include, but are not limited to, having the right to request NMI to not process your personal data for marketing purposes. We will usually inform you (prior to collecting your data) if we intend to use your data for such purposes or if we intend to disclose your information to any third party for such purposes. You can exercise this right at any time by contacting us at support@nmi.com.

Our Website may, from time to time, contain links to and from the websites of our partner networks, advertisers, and affiliates. If you follow a link to any of these websites, please note that these websites have their own privacy policies and that we do not accept any responsibility or liability for these policies. Please check these policies before you submit any personal data to these websites.

 Your Data Protection Rights

Depending on your location, and subject to applicable law, you may have the following rights with regards to the Personal Information we process about you

1. Right to be Informed: You have the right to be provided with clear and concise information about what we do with your personal data.
2. Right to Access: Request access to your personal data (commonly known as a “data subject access request”). This enables you to receive a copy of the personal data we hold about you and to check that we are lawfully processing it.
3. Right to Request Correction of Your Personal Information: Request correction of the personal data that we hold about you. This enables you to have any incomplete or inaccurate data we hold about you corrected, though we may need to verify the accuracy of the new data you provide to us.
4. Right to Request Deletion of Your Personal Information: Request erasure of your personal data. This enables you to ask us to delete or remove personal data where there is no good reason for us continuing to process it. You also have the right to ask us to delete or remove your personal data where you have successfully exercised your right to object to processing (see below), where we may have processed your information unlawfully or where we are required to erase your personal data to comply with local law. Note, however, that we may not always be able to comply with your request of erasure for specific legal reasons which will be notified to you, if applicable, at the time of your request.
5. Right to Opt-out of Processing: Object to processing of your personal data where we are relying on a legitimate interest (or those of a third party) and there is something about your particular situation which makes you want to object to processing on this ground as you feel it impacts on your fundamental rights and freedoms. You also have the right to object where we are processing your personal data for direct marketing purposes. In some cases, we may demonstrate that we have compelling legitimate grounds to process your information which override your rights and freedoms.
6. Right to Impose Restrictions on the Processing of Your Personal Data: Request restriction of processing of your personal data. This enables you to ask us to suspend the processing of your personal data in the following scenarios:
   • If you want us to establish the data’s accuracy;
   • Where our use of the data is unlawful, but you do not want us to erase it;
   • Where you need us to hold the data even if we no longer require it as you need it to establish, exercise, or defend legal claims; or
   • You have objected to our use of your data, but we need to verify whether we have overriding legitimate grounds to use it.
7. Right to Data Portability:  Request the transfer of your personal data to you or to a third party. We will provide to you, or a third party you have chosen, your personal data in a structured, commonly used, machine-readable format. Note that this right only applies to automated information which you initially provided consent for us to use or where we used the information to perform a contract with you.
8. Withdrawal of Consent:  Withdraw consent at any time where we are relying on consent to process your personal data. However, this will not affect the lawfulness of any processing carried out before you withdraw your consent. If you withdraw your consent, we may not be able to provide certain products or services to you. We will advise you if this is the case at the time you withdraw your consent.
9. Right to Opt-out of Sharing for Cross-Context Behavioral Advertising: You may request to opt out of the sharing of your personal data for purposes of cross-context behavioral advertising.
10. Right to Appeal: You have the right to appeal our denial of your request(s).
11. Right to Export your Personal Data that we hold to another company, where technically feasible.
12. The right not to be discriminated against for exercising these rights.

You may have additional rights regarding your Personal Data under applicable law. For example, see Section 8 below.

If you wish to exercise any of the rights set out above, please contact us as outlined in section “10. Contact”.

Cross-Border Data Transfer

Personal data voluntarily submitted to us online, via electronic communication, or otherwise, may be maintained or accessed in servers or files in the United States, which the European Union and UK have not deemed to provide “adequate” privacy protection.  If you do not consent to having your personal data processed and stored in the United States, please do not provide it to us on the Website or through any other means.

How do the SCCs and UK Addendum impact my organization?

SCCs are legal contracts entered into between parties that are transferring EEA Personal Data outside of the EEA. NMI may rely on the SCCs for transfers of EEA data in our services. We have updated our Data Processing Addendum and agreements to incorporate the SCCs (where applicable).

How to get a copy of the SCCs or UK Addendum?

You can review our Data Processing Addendum which includes the latest data transfer mechanisms, including the SCCs and the UK addendum.

We may request specific information from you to help us confirm your identity and process your request.  Applicable law may require or permit us to decline your request.  If we decline your request, we will tell you why, subject to legal restrictions.  

If you are concerned about our processing of your data or if you have a privacy related query not answered by this Policy, please contact our Privacy Team using the contact details below. You also have the right to lodge a complaint with the Information Commissioner’s Office (ICO). For further information, please refer to the ICO website, www.ico.org.uk.

Specific rights related to Jurisdiction

• Australia: If you are an Australian resident, and you are dissatisfied with our handling of any complaint you raise under this Policy, you may wish to contact the Office of the Australian Information Commissioner.
• South Africa: As used in this Policy, “applicable law” includes the Protection of Personal Information Act (POPIA).
• Canada: As used in this Policy, “applicable law” includes the Federal Personal Information Protection and Electronic Documents Act (PIPEDA) and “Personal Data” includes “personal information” as defined under PIPEDA. NMI’s Data Protection Officer is in charge of personal information, you may contact them at dpo@nmi.com. When NMI collects personal data belonging to Canadian (including Quebec) residents, it transfers that data to data centers in the United States. When NMI relies on service providers to process personal data as described herein, those service providers may also be located outside of Canada or Quebec. You have the right to request access or rectification of the personal data NMIholds related to you or to withdraw any consent given to the processing of such personal data. You may exercise those rights by contacting NMI’s DPO at dpo@nmi.com.
• EEA and UK: To exercise your rights, you may contact our DPO. If you are a resident of the EEA and you believe our  processing of your information is not in line with the General Data Protection Regulation (GDPR), you may direct your questions or complaints to the Irish Data Protection Commission. If you are a resident of the UK, you may direct your questions or concerns to the UK Information Commissioner’s Office.

EU: European Data Protection Board members page.  

UK: Ico. contacts page 

• United States: If you are a consumer located in the United States (“US”), we process your personal information in accordance with US federal and state privacy laws. Stripe uses cookies, including advertising cookies, as described in our Cookie Policy.
  • Your Rights and Choices. As a US consumer and subject to certain limitations under US privacy laws, you may have choices regarding our use and disclosure of your Personal Data. In addition to the above rights, you may also have the rights listed in this section.
  • Exercising the right to know: You have a right to request additional information about the categories of personal information collected, sold, disclosed, or shared; purposes for which this personal information was collected, sold, or shared; categories of sources of personal information; and categories of third parties with whom we disclosed or shared this personal information.
  • Exercising the right to opt-out from a sale or sharing: We do not transfer your personal data to third parties in exchange for payment. However, as noted above, we may provide the data to third party partners, such as advertising partners, analytics providers, and social networks, who assist us in advertising our products and Services to you.
  • Exercising the right to limit the use or sharing of Sensitive Personal Information: We do not sell or share (for behavioral advertising) Sensitive Personal Information as defined by US privacy laws and have not done so in the past 12 months. Learn more about our collection and use of Sensitive Personal Information over the last 12 months below.
  • Profiling with legal or similarly significant effects: In the event that we engage in profiling or automated decision making for which applicable law entitles you to an opt out we will provide you with notice of how to exercise that opt-out right.

Appeal: If you wish to appeal any of our decisions regarding a rights request under US privacy laws, you may do so by contacting NMI’s Data Protection Officer (“DPO”) at dpo@nmi.com.

To submit a request to exercise any of the rights described above, please contact us using the methods described in the Contact Us section below. Please note that rights under some U.S. state laws do not apply to personal data we collect, process, and disclose when you act as a consumer to obtain financial products or services from NMI for personal, family, or household purposes. The federal Gramm-Leach Bliley Act may govern how NMI shares and protects that data instead.

You may designate, in writing or through a power of attorney, an authorized agent to make requests on your behalf to exercise your rights under the CCPA and other applicable US privacy laws. Your agent may submit a request on your behalf by contacting us using the methods described in the Contact Us section below. We may still require you to directly verify your identity and confirm that you gave the authorized agent permission to submit the request.

Global Privacy Control signals. Stripe honors the Global Privacy Control (GPC) opt-out preference signals.

TABLE 5:

Sensitive Personal Information Categories	Purpose
Identification documents, including driver’s license, passport, and social security (including any underlying sensitive information in the identity card, such as racial or ethnic origin)	Identity verification, fraud prevention and security, to provide our services, and to comply with legal obligations.
Biometric information	Identity verification, fraud prevention and security, and for other purposes consistent with your consent and applicable law, such as to improve our verification systems.
Location Data	Fraud detection and security, to comply with law, and to provide our services
Account log-in, financial account in combination with any required security access code, password, or credentials allowing access to an account	To provide our services, comply with law, enforce our terms of services, and for other purposes consistent with your consent and applicable law.

No fee typically required

You will not have to pay a fee to access your personal data (or to exercise any of the other rights). However, we may charge a reasonable fee if your request is clearly unfounded, repetitive, excessive, or not provided for within your legal rights. Alternatively, we may refuse to comply with your request in these circumstances.

What we may need from you

When exercising your rights or when exercising rights on behalf of someone-else related to personal data, we may need to request specific information from you to help us confirm your identity and validate your right to access your personal data (or to exercise any of your other rights). This is a security measure to ensure that personal data is not disclosed to any person who has no right to receive it. We may also contact you to ask you for further information in relation to your request to speed up our response.

Time limit to respond

We try to respond to all legitimate requests within 30 days. Occasionally it may take us longer than a month if your request is particularly complex or you have made several requests. In this case, we will notify you and keep you updated on the progress of your request(s).

9. Changes to Our Policy and Your Duty to Inform Us of Changes

We may change this policy from time to time to reflect new services, changes in our privacy practices or relevant laws. The “Last updated” legend at the top of this policy indicates when this policy was last materially revised. Any changes are effective the latter of when we post the revised policy on the Services or otherwise provide notice of the update as required by law.

10. Contact

General communications

Questions, comments, and requests regarding this Policy are welcomed and should be addressed to:

Network Merchants, LLC
Email: support@nmi.com

Data protection office

NMI has a Data Protection Office (DPO) responsible for matters relating to privacy and data protection. Please use this contact for any requests to exercise your rights under this Policy. Our DPO can be reached at the following contact information:

Network Merchants, LLC
Email: dpo@nmi.com

We have appointed IT Governance Europe Limited to act as our EU Representative. They can be reached out to at eurep@itgovernance.eu or post your request or query to: EU Representative, IT Governance Europe, The Mill Enterprise Hub, Stagreenan, Drogheda, Co. Louth, A92 CD3D, Ireland.

When contacting our Representative please ensure you include our company name in any correspondence.

Escalation

All residents of the United States and any other country, province, state, municipality, or other location with specific privacy regulations have the right to make a complaint at any time to their local/federal supervisory authority for data protection issues. 

If you are a European Union or United Kingdom resident, you may make a complaint regarding the use of your personal information to your local data protection regulator.  You can find your data protection regulator here: 

• EU: European Data Protection Board members page.  

• UK: Ico. contacts page 

We would, however, appreciate the chance to address your concerns before you approach these authorities, so please contact us in the first instance.

*Please note that in the event of any inconsistencies regarding how we process your data, the following order of precedence will apply:

1. Any signed Data Processing Agreement (DPA) between the parties. 2. Any signed data transfer agreement between the parties. 3. This Privacy Policy. 4. Any other declarations of how we process your information.

This hierarchy ensures that your data is managed according to the most current and binding agreements in place.

Sub-Processors

Last updated: 07 October 2025

To support NMI and its affiliates (NMI)  in delivering its services, NMI engages Sub-Processors to assist NMI with its data processing activities on behalf of NMI.

What is a Sub-processor?

When NMI engages third party service providers in our capacity as a data processor for our customers personal data, the General Data Protection Regulation (“GDPR”) and a number of other global privacy frameworks call these third-party service providers Sub-Processors. Sub-processors are service providers who have or potentially will have access to or process personal data that NMI processes for, and on behalf of, NMI.

This page outlines which Sub-Processors we utilize, the type of data we send them, the purpose as to why we send them this data, and the residency of the entity.

Updates to this list

Due to the nature of our global business, our business needs and services providers may change from time to time. 

We will periodically update this page to reflect additions and removals to our list of Sub-Processors and Affiliates. 

Under the terms of our Data Processing Addendum (DPA), if you are a contracting party, you may reasonably object in writing to the processing of your personal data by a new Sub-Processor within 14 days following the update of this page. 

If you do not object during the 14 day time period, the appointment of the new Sub-Processor shall be deemed accepted. 

For more information on NMI’s privacy practices, please visit our Privacy Policy. If you have any questions regarding this page, please contact us.

List of Sub-processors

 

Vulnerability Disclosure Program

Vulnerability Disclosure Program

Guidelines

This disclosure program is limited to security vulnerabilities in web applications owned by IRIS CRM. This program does not provide monetary rewards for bug submissions.

All vulnerabilities affecting IRIS CRM should be reported via email to the Product Security Incident Response Team via security@iriscrm.com.

Eligible Vulnerabilities

We encourage the coordinated disclosure of the following eligible web application vulnerabilities:

• Cross-site scripting

• Cross-site request forgery in a privileged context

• Server-side code execution

• Authentication or authorization flaws

• Injection Vulnerabilities

• Directory Traversal

• Information Disclosure

• Significant Security Misconfiguration

To receive credit, you must be the first reporter of a vulnerability and provide us a reasonable amount of time to remediate before publicly disclosing. When submitting a vulnerability, please provide concise steps to reproduce that is easily understood.

Program Exclusions

While we encourage any submission affecting the security of an Autoklose web property, the following examples are excluded from this program:

• Content spoofing/text injection

• Self-XSS [to be valid, cross-site scripting issues must be exploitable in reflected, stored or DOM-based types]

• Logout and other instances of low-severity Cross-Site Request Forgery

• Cross-site tracing (XST)

• Open redirects with low-security impact (exceptions are those cases where the impact is higher such as stealing OAuth tokens)

• Missing HTTP security headers

• Missing cookie flags on non-sensitive cookies

• Password and account recovery policies, such as reset link expiration or password complexity

• Invalid or missing SPF (Sender Policy Framework) records (Incomplete or missing SPF/DKIM)

• Vulnerabilities only affecting users of outdated or unpatched browsers and platforms

• SSL/TLS best practices

• Clickjacking/UI redressing with no practical security impact

• Software version disclosure

• Username/email enumeration via Login Page or Forgot Password Page error messages

• Methods to extend product trial periods.

Process

Your submission will be reviewed and validated by a member of the Product Security/Incident Response Team. Providing clear and concise steps to reproduce the issue will help to expedite the response.

Terms and Conditions

• Please use your own account for testing or research purposes. Do not attempt to gain access to another user’s account or confidential information.

• Please do not test for spam, social engineering, or denial of service issues.

• Your testing must not violate any law, or disrupt or compromise any data that is not your own.

• Please contact security@iriscrm.com to report security incidents such as customer data leakage or breach of infrastructure.

 

Marketplace

IRIS PLATFORM INTEGRATION AGREEMENT TERMS AND CONDITIONS

RECITALS

1. IRIS is in the business of providing a customer relationship management platform (the “IRIS Platform”) as a cloud-based service for business users (each, an “IRIS User”);
2. Service Provider is in the business of providing services described on the cover page of this Agreement (“SP Services”) to business clients (each, an “SP User”) using its platform (the “SP Platform”); and
3. Service Provider wishes to implement and maintain a technical integration of the SP Platform to the IRIS Platform pursuant to the terms of this Agreement (the “Integration”).

The parties therefore agree as follows:

1. Limited License. Subject to Service Provider compliance with this Agreement, IRIS grants Service Provider the following limited, non-exclusive, non-transferable, non-sublicensable, revocable licenses to:
   1. copy, use, and (where applicable) authorize Service Provider employees to use, the documentation provided by IRIS with respect to implementing an Integration (the “Documentation”) internally solely in connection with developing Integration;
   2. copy and modify any sample code provided by IRIS (“Sample Code”) strictly for the purpose of developing Integration; and
   3. incorporate unmodified libraries of sample data provided by IRIS (“Libraries”) and modified or unmodified Sample Code into Integration and redistribute such Libraries and Sample Code as part of Integration only.

   Notwithstanding anything herein, the foregoing license rights are limited to the development and distribution of Integration solely for the purpose of accessing or interfacing with the IRIS Platform, as permitted in the Documentation, and in accordance with IRIS’s Acceptable Use Policy, such as it may be provided to Service Provider from time to time.

2. Restrictions. By accessing or using the IRIS Platform, Service Provider represents, warrant and covenant that Service Provider is engaged in the development of software applications (“SP Apps”) that Service Provider wishes to integrate with the IRIS Platform. Service Provider will not (and will not authorize any third party to), directly or indirectly: (i) redistribute, sell, lease, license, copy, publicly perform or display, transmit, publish, edit, adapt, create derivative works of, modify or otherwise use or exploit in any manner any portion of the IRIS Platform or any related non-public information, except as expressly provided herein, (ii) distribute, deploy, or otherwise utilize Integration for any purpose other than to facilitate the integration of SP Apps with the IRIS Platform, (iii) use or implement any undocumented feature or API, or use any documented feature or API other than in accordance with applicable Documentation, (iv) fail to maintain the confidentiality of the non-public aspects of the IRIS Platform or fail to use at least the same measures to protect the non-public aspects of the IRIS Platform as Service Provider uses for Service Provider own confidential information (and in any case no less than reasonable care), (v) decompile, reverse engineer, or otherwise access or attempt to access the source code for the IRIS Platform not made available to Service Provider in source code form, (vi) remove, obscure, interfere with or circumvent any feature of the IRIS Platform, including without limitation any copyright or other intellectual property notices, security, or access control mechanism, (vii) take any action that would subject any portion of the IRIS Platform to any third party terms, including without limitation any “open source” software license terms, (viii) copy, frame or display any elements of the Services through SP Apps or Integration, except as expressly authorized by IRIS in writing, (ix) access the IRIS Platform for competitive analysis or disseminate performance information (including uptime, response time and/or benchmarks) relating to the IRIS Platform or Services; (x) suggest any affiliation with IRIS, including any suggestion that IRIS sponsors, endorses or guarantees Integration or SP Apps, except for the IRIS Platform integration relationship expressly contemplated in this Agreement, or make any representations, warranties or commitments regarding IRIS or on behalf of IRIS (including in relation to the Services or IRIS Platform) or (xi) use the IRIS Platform for any purpose other than in a manner for which the IRIS Platform is expressly designed. If Service Provider are prohibited under applicable law from using the IRIS Platform, Service Provider may not use it, and Service Provider will comply with all applicable laws and regulations (including without limitation laws and regulations related to export controls) in connection with Service Provider use of the IRIS Platform. Any use in violation of the foregoing limitations and restrictions is strictly prohibited.
3. IRIS Platform Stability Control. Service Provider shall not use the Integration in a manner that interferes with the IRIS Platform’s ability to fairly allocate capacity among users or that otherwise degrades service quality for other users. Examples of prohibited usage include: (i) server devices or host computer applications that are broadcast to multiple servers or recipients such that they could enable “bots” or similar routines or otherwise degrade IRIS Platform capacity or functionality; (ii) “auto-responders,” “cancel-bots,” or similar automated or manual routines that generate amounts of traffic that could disrupt user groups or email use by others; (iii) generating “spam” or unsolicited commercial or bulk email (or activities that facilitate the dissemination of such email); (iv) any activity that adversely affects the ability of other users or systems to use either the IRIS Platform based resources of others, including the generation or dissemination of viruses, malware or “denial of service” attacks; (v) accessing, or attempting to access without authority, the information, accounts or devices of others, or to penetrate, or attempt to penetrate, IRIS or another entity’s network or systems; or (vi) running software or other devices that maintain continuous active Internet connections when a computer’s connection would otherwise be idle, or “keep alive” functions.
4. Reservation of Rights. The IRIS Platform is a service owned by IRIS made accessible to IRIS Users under agreements between IRIS and each IRIS User (“IRIS Terms and Conditions”) and made accessible to Service Provider hereunder. IRIS Platform is not sold or licensed to Service Provider. The IRIS Platform, including all documentation, content, visual interfaces, interactive features, information, graphics, design, compilation, computer code, products, services and other elements of the IRIS Platform, are protected by copyright, trade dress, patent, and trademark laws of the United States and other jurisdictions, international conventions, and all other relevant intellectual property and proprietary rights, and applicable laws. As between Service Provider and IRIS, all components of the IRIS Platform, including all intellectual property rights therein and thereto, are the sole and exclusive property of IRIS or its affiliates and/or licensors. IRIS reserves all rights not expressly granted in this Agreement. Service Provider does not acquire any right, title or interest to the IRIS Platform, whether by implication, estoppel, or otherwise, except for the limited rights set forth in this Agreement. From time to time, IRIS may place limits on access to the IRIS Platform (e.g., limits on numbers of calls or requests). Further, IRIS may monitor Service Provider usage of the IRIS Platform and limit the number of calls or requests Service Provider may make if IRIS believes that Service Provider usage is in breach of this Agreement or may negatively affect the IRIS Platform or any IRIS User (or otherwise impose liability on IRIS).
5. Trademarks. To the extent Integration and SP Apps are approved by IRIS and thus activated and made accessible through the Integration to the IRIS Platform, each party (the “Grantor”) hereby grants to the other party (the “Grantee”) a non-exclusive, non-transferable (except as set forth in Section 18), non-sublicensable right and license to use Grantor’s trademarks, trade names, service marks, logotypes or brand identifiers, whether registered or unregistered (collectively, “Trademarks”), solely for the purpose of (a) in the case of Service Provider as the Grantor, marketing and publicizing the Integration and the functionality of Integration and SP Apps that are approved and activated or (b) in the case of IRIS as the Grantor, indicating that Integration and SP Apps that are approved and activated are available and operable through the Integration. Each party reserves all rights to its Trademarks not expressly granted under this Section 5. Any rights (including goodwill) that Grantee acquires by use of the Grantor’s Trademarks shall inure solely to the benefit of Grantor. Grantee shall not use any other mark confusingly similar to the Grantor’s Trademarks. Grantee shall use the Trademarks in accordance with Grantor’s guidelines as may be provided by Grantor from time to time and Grantor shall have the right to review Grantee’s use of the Grantor’s Trademarks from time to time. Grantee shall remedy any deficiencies in its use of the Grantor’s Trademarks, as determined by Grantor in its sole discretion, upon notification by Grantor and in the manner requested by Grantor.
6. Standards for Integration/Apps. As a condition of Integration and SP Apps being activated and made publicly available through IRIS Platform, IRIS in its discretion must approve Integration and SP Apps and, without limiting the foregoing, Service Provider agrees to meet the following standards with respect to Integration and SP Apps:
   1. Adherence to Quality. Service Provider will ensure that Integration and SP Apps meet the quality standards set forth in the Documentation and any updates made thereto.
   2. Maintenance. Service Provider will take reasonable measures to maintain Integration and SP Apps, taking into account feedback from IRIS and IRIS Users and any related changes Service Provider make to Service Provider APIs.
   3. Development/Brand Guidelines. Service Provider will comply with IRIS’s style guide, such as it may be from time to time.
7. Integration/Apps and End Users. Service Provider is solely responsible, at its own expense, for (i) Integration and SP Apps and their distribution, operation and support, and (ii) Service Provider relationships and agreements with end users, including but not limited to IRIS Users and SP Users, regarding their use of Integration and SP Apps. As a result of Service Provider use of IRIS Platform, a SP User may direct Service Provider to retrieve certain of its data, content or information (“User Data”) for its further use with SP Apps. With respect to such User Data accessed via the Integration (including from third party services), Service Provider agrees: (A) to retrieve User Data only to the extent enabled by the IRIS Client and to ensure that all User Data is collected, processed, transmitted, maintained and used in accordance with (i) Service Provider agreement with the IRIS Client, a legally adequate privacy policy, and appropriate contextual notices to and consents from the IRIS Client, (ii) all applicable laws and (iii) reasonable measures that protect the privacy and security of User Data, (B) to use User Data only to provide user-facing features, and not to transfer or sell User Data for other purposes (e.g., targeting ads, market research, email campaign tracking and other unrelated purposes); (C) to access only the User Data necessary to implement Integration and SP Apps; (D) not to permit humans (other than the IRIS Client’s intended recipient, if applicable, and the IRIS Client itself) to read User Data, except (1) if Service Provider obtain the IRIS Client’s affirmative consent, (2) as necessary for security purposes or to comply with applicable law or (3) Service Provider use is limited to internal operations and the User Data (including derivations) have been aggregated and anonymized. To access User Data from the Services or third party services, Integration and SP Apps may need to meet certain minimum security standards, and Service Provider agree to demonstrate that it meets such standards upon request. IRIS shall enable access of the Integration to the IRIS Platform, but shall have no liability where Service Provider fails to use the Integration or fails to implement necessary changes to the Integration or the SP Platform as may be required to make use of the Integration.
8. Non-Solicitation and IRIS Client Rights. Depending on the consents granted by IRIS and IRIS Client with respect to their use of the Integration, User Data may contain business-sensitive confidential information of the IRIS Client. None of Service Provider or any of its affiliates shall themselves, nor shall they permit any third party (other than as directed by IRIS Client) to collect, store, use of disclose User Data to solicit customers of IRIS Client for any purpose what so ever. IRIS Client shall be a third party beneficiary under this Agreement entitled to enforce the terms hereof versus Service Provider.
9. IRIS and Service Provider Terms and Conditions. Service Provider shall not facilitate or encourage any IRIS Client to violate the IRIS Terms and Conditions or interfere with any their review or acceptance of the IRIS Terms and Conditions. For the avoidance of doubt, Service Provider use of the IRIS Platform is subject to this Agreement, not the IRIS Terms and Conditions. Where a IRIS Client becomes a SP Client, such occurrence shall not influence the otherwise applicable IRIS Terms and Conditions to which the IRIS Client is bound. Service Provider acknowledges that in allowing their User Data to be accessed by Service Provider, an IRIS Client may do so pursuant to the Integration, the IRIS Terms and Conditions and the terms applicable between the IRIS and Service Provider (the “SP Terms and Conditions”). Service Provider represents that none of the SP Terms and Conditions are inconsistent with this Agreement or the IRIS Terms and Conditions. Service Provider shall not provide a service that is similar or competitive with the IRIS Platform nor shall it assist, directly or indirectly, in delivery of User Data to a third party that does the same.
10. Legal Compliance Under IRIS Terms and Conditions. Service Provider shall not itself nor assist any third party to use the IRIS Platform to breach any applicable laws. The IRIS Platform may include a telephone dialer service; Service Provider shall not itself nor shall it assist or enable any third party to engage in any unsolicited advertising, marketing or other activities, including, without limitation, any activities that violate anti-spam laws and regulations including, but not limited to, the CAN SPAM Act of 2003, the Telephone Consumer Protection Act, and the Do-Not-Call Implementation Act. The IRIS Platform may include an e-sign service; if the Integration engages with any element of the IRIS Platform e-sign services, without limitation, Service Provider hereby accepts the terms of: (i) Adobe Esign posted at this address www.echosign.adobe.com/en/tou/terms-of-use.html; or (ii) such other third party e-sign platform as may be integrated with the IRIS Platform, from time to time, all of which are incorporated herein by reference.
11. Data Transfer Consent. Operation of the Integration alone will not result in Service Provider being able to access any User Data; such access is conditioned on the Integration, this Agreement and also an IRIS Client providing consent to Service Provider and IRIS for its User Data to be accessible via the Integration (the “Data Transfer Consent”). Service Provider shall be responsible for obtaining a Data Transfer Consent from the IRIS Client in a form acceptable to IRIS. Service Provider shall maintain a cyber security insurance policy that is commensurate with the volume and nature of data that it collects, stores and discloses. IRIS reserves the right to subject the transfer of User Data to restrictions as to quantity and quality and also follow IRIS Client instructions with respect to Service Provider access to User Data.
12. Service Provider Representations and Warranties. Service Provider represents and warrants that (a) Service Provider has full power and authority to enter into and perform this Agreement and to exploit Integration and SP Apps without violating any other agreement; (b) Integration and SP Apps and their use will not violate any third party rights (including intellectual property rights and rights of privacy or publicity) or any applicable laws or regulations; (c) all information Service Provider provides to IRIS is and will be true, accurate, and complete and (d) Service Provider will not interfere with IRIS’s business practices, including in relation to IRIS Platform.
13. IRIS’s Rights with respect to Integration. Service Provider hereby grant to IRIS a non-exclusive, perpetual, irrevocable, non-transferable, sublicensable right and license to copy, modify, use and distribute Integration in connection with the IRIS Platform, provided that IRIS will not intentionally remove any functionality from Integration unless such removal is to bring Integration into compliance with this Agreement or to fix errors, bugs or other similar issues. This license will survive any termination of this Agreement. IRIS may exercise the foregoing rights through contractors providing services to IRIS, solely in their capacities as service providers to IRIS. Service Provider agrees to provide IRIS with the source code for Integration upon request.
14. Audit Rights. IRIS shall have the right to audit the records of Service Provider and the SP Platform in order to verify compliance of Service Provider with the terms hereof.
15. Registration. Service Provider shall follow the registration or credentialing requirements (if any) established by IRIS for access to the IRIS Platform. All IRIS Platform access keys or credentials are IRIS’s Confidential Information and may not be shared with third parties.
16. Feedback; Independent Development. If Service Provider provide IRIS with any comments, bug reports, feedback, enhancements, or modifications proposed or suggested by Service Provider regarding the IRIS Platform or the Services (“Feedback”), such Feedback is provided on a non-confidential basis (notwithstanding any notice to the contrary Service Provider may include in any accompanying communication), and IRIS shall have the right to use such Feedback at its discretion, including, but not limited to the incorporation of such suggested changes into the IRIS Platform or Services. Service Provider hereby grant IRIS a perpetual, irrevocable, transferable, sublicensable (through multiple tiers), non-exclusive license to so incorporate, use and otherwise exploit Service Provider Feedback (including any ideas, concepts, methods, know-how or techniques embodied in such Feedback) for any purpose, including to make and sell products and services, without any restriction or obligation to Service Provider. In addition, Service Provider agrees that nothing restricts IRIS’s ability to independently create software, tools or other technology that are similar to Integration or SP Apps.
17. Fees. In consideration of IRIS permitting the Integration, Service Provider shall pay the Fees set out on the first page of this Agreement. Fees are not conditional on any commercial outcomes for Service Provider. Except as provided below in Section 18, Fees are non-refundable. Without limitation, in so far as IRIS has permitted the Integration, no failure by Service Provider or any Service Provider Client to use the Integration, failure by Service Provider to market the Integration or other act or omission by Service Provider, IRIS or any third party shall be grounds for a refund of Fees.
18. Term and Termination. This Agreement will remain in effect for three (3) years following the Effective Date (the “Initial Term”) after which it shall automatically renew for additional and successive three (3) year terms (each a “Renewal Term”). The Initial Term, together with each Renewal Term, if any, shall be referred to in this Agreement as the “Term”. This Agreement, and Service Provider rights and licenses hereunder, will terminate immediately upon Service Provider breach of this Agreement. Service Provider may terminate the Agreement by written notice to IRIS and ceasing all use of the Integration and IRIS Platform. On not less than fourteen (14) days prior notice to Service Provider, IRIS may terminate this Agreement at any time for any reason or no reason. IRIS may also terminate this Agreement immediately for any actual or suspected misuse or abuse by Service Provider of the IRIS Platform or any violation of this Agreement. Following any termination of this Agreement, Service Provider must immediately cease use of the IRIS Platform and destroy all copies of any components of the IRIS Platform in Service Provider possession. No termination of this Agreement shall diminish the obligation of Service Provider to pay the Fees that apply to the then current Term. No termination of this Agreement shall diminish any liabilities that arose during the Term, or that arise thereafter hereunder. Notwithstanding the foregoing, if IRIS terminates this Agreement without cause, then marketing Fees that were pre-paid in respect to any unused portion of the then current Term shall be refunded by IRIS to Service Provider within thirty (30) days of termination. The following sections of this Agreement shall survive termination of this Agreement: 2 Restrictions, 3 Reservation of Rights, 5 Trademarks, 8 Non-Solicitation, 10 Legal Compliance, 11 Data Transfer Consent, 13 License, 14 Audit Rights, 17 Fees, 18 Term and Termination and 19 through 24 General. In addition, following termination, Service Provider acknowledge that Service Provider may no longer have access to any content, data or information submitted to IRIS relating to the IRIS Platform. IRIS will have no obligation or liability resulting from termination of this Agreement as permitted above.
19. Disclaimers. THE IRIS PLATFORM (INCLUDING ALL ASSOCIATED DOCUMENTATION, LIBRARIES AND SAMPLE CODE) ARE PROVIDED ON AN “AS IS” BASIS, WITHOUT WARRANTY OF ANY KIND. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IRIS DISCLAIMS ALL WARRANTIES AND CONDITIONS, EXPRESS, IMPLIED, STATUTORY OR OTHERWISE, INCLUDING BUT NOT LIMITED TO IMPLIED WARRANTIES OR CONDITIONS OF FITNESS FOR A PARTICULAR PURPOSE, MERCHANTABILITY, TITLE, QUALITY, RESULTS, AND NON-INFRINGEMENT. IRIS EXPRESSLY DISCLAIMS ANY WARRANTIES OF ANY KIND WITH RESPECT TO THE ACCURACY OR FUNCTIONALITY OF THE IRIS PLATFORM, AND WITH RESPECT TO THE ACCURACY, VALIDITY, OR COMPLETENESS OF ANY INFORMATION OR FEATURES AVAILABLE THROUGH THE IRIS PLATFORM, INCLUDING BUT NOT LIMITED TO USER DATA, OR THE QUALITY OR CONSISTENCY OF THE IRIS PLATFORM OR RESULTS OBTAINED THROUGH ITS USE. IRIS HAS NO OBLIGATION TO PROVIDE ANY MAINTENANCE OR SUPPORT FOR THE IRIS PLATFORM OR TO FIX ANY ERRORS OR DEFECTS. IRIS MAY CHANGE THE IRIS PLATFORM OR OTHER SERVICES (AND FUTURE VERSIONS MAY NOT BE COMPATIBLE WITH SERVICE PROVIDER INTEGRATIONS OR SP APPS DEVELOPED USING PREVIOUS VERSIONS); IRIS WILL HAVE NO LIABILITY RESULTING THEREFROM. NOTWITHSTANDING ANYTHING TO THE CONTRARY, IRIS MAKES AND ASSUMES NO REPRESENTATIONS, WARRANTIES OR INDEMNIFICATION OR OTHER OBLIGATIONS OR LIABILITIES WITH RESPECT TO THE INTEGRATION OR SP APPS OR THEIR COMBINATION, INTERACTION OR USE WITH ANY THIRD PARTY APPS, THE SERVICES OR THE IRIS PLATFORM. WITHOUT LIMITING THE FOREGOING OR ANYTHING ELSE HEREIN, SERVICE PROVIDER AGREES THAT IRIS IS NOT RESPONSIBLE OR LIABLE FOR ANY THIRD PARTY APPS OR ANY ACTS OR OMISSIONS OF PROVIDERS OF THIRD PARTY APPS, DOES NOT GUARANTEE THE CONTINUED AVAILABILITY THEREOF OR ANY INTEGRATION THEREWITH, AND MAY CEASE MAKING ANY SUCH INTEGRATION AVAILABLE IN ITS DISCRETION.
20. Limitation of Liability. UNDER NO CIRCUMSTANCES SHALL IRIS BE LIABLE FOR ANY CONSEQUENTIAL, SPECIAL, INDIRECT, INCIDENTAL OR PUNITIVE DAMAGES WHATSOEVER (INCLUDING LOST PROFITS) ARISING OUT OF THE USE OR INABILITY TO USE THE IRIS PLATFORM, EVEN IF IRIS HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, AND NOTWITHSTANDING ANY FAILURE OF ESSENTIAL PURPOSE OF ANY LIMITED REMEDY. IN NO EVENT WILL IRIS’S AGGREGATE LIABILITY FOR DAMAGES ARISING OUT OF THIS AGREEMENT OR THE TERMS HEREOF EXCEED $1,000. SOME JURISDICTIONS DO NOT ALLOW LIMITATIONS ON IMPLIED WARRANTIES OR THE EXCLUSION OR LIMITATION OF LIABILITY FOR CONSEQUENTIAL OR INCIDENTAL DAMAGES, SO THE ABOVE LIMITATIONS MAY NOT APPLY TO SERVICE PROVIDER. IN SUCH AN EVENT THE ABOVE LIMITATIONS AND EXCLUSIONS WILL BE ENFORCED TO THE MAXIMUM EXTENT PERMITTED UNDER APPLICABLE LAW.
21. Indemnity. Service Provider shall indemnify, defend (at IRIS’s request) and hold IRIS and its affiliates, officers, directors, suppliers, licensors, IRIS Clients and other customers harmless from and against any and all liability and costs, including reasonable attorneys’ fees incurred by such parties, in connection with or arising out of Integration or SP Apps, Service Provider relationships or interactions with any IRIS Clients, SP Clients or other third parties with respect to Integration or SP Apps, Service Provider use or misuse of the IRIS Platform, or Service Provider violation of this Agreement, or any applicable law or regulation. IRIS may at its own expense participate in the defense and settlement of any claim with its own counsel, and Service Provider may not settle a claim without IRIS’s prior written consent (not to be unreasonably withheld).
22. Governing Law. Any claim relating to the IRIS Platform or Services shall be governed by the laws of New York, without regard to conflict of laws provisions. Disputes arising under this Agreement shall be resolved in, and subject to the sole and exclusive jurisdiction of the state and federal courts located in the Southern District of New York.
23. Changes to this Agreement. IRIS may modify this Agreement from time to time, including any referenced standards, guidelines or other documents. IRIS will use reasonable efforts to notify Service Provider of modifications at least thirty (30) days before they go into effect (which notice may be by email to the email address associated with Service Provider IRIS Platform account). Service Provider may be required to click through the modified Agreement to show Service Provider acceptance and in any event Service Provider continued use of any portion of the IRIS Platform (including any related code, documentation or other materials) after the modification constitutes Service Provider acceptance to the modifications. If Service Provider do not agree to the modified Agreement, Service Provider sole remedy is to terminate Service Provider use of the IRIS Platform.
24. Miscellaneous. This Agreement is the entire agreement between Service Provider and IRIS, and supersedes any and all prior agreements, negotiations, or other communications between Service Provider and IRIS, whether oral or written, with respect to the subject matter hereof, and, except as expressly provided herein, cannot be modified except in writing signed by both parties. In the event that any provision of this Agreement is held to be invalid or unenforceable, then: (i) such provision shall be deemed reformed to the extent strictly necessary to render such provision valid and enforceable, or if not capable of such reformation shall be deemed severed from this Agreement; and (ii) the validity and enforceability of all of the other provisions hereof shall in no way be affected or impaired thereby. Service Provider may not assign this Agreement without the prior written consent of IRIS, whether expressly or by operation of law, including in connection with a merger or change of control, and any such attempted assignment shall be void and of no effect. IRIS may assign this Agreement without restriction and without any notice to Service Provider. Subject to the foregoing, this Agreement shall be binding on the parties and their respective successors and permitted assigns. Without limiting the other disclaimers set forth herein, Service Provider acknowledge and understand that if IRIS is unable to provide the IRIS Platform as a result of a force majeure event, IRIS will not be in breach of this Agreement. A force majeure event means any event beyond the control of IRIS. The failure to exercise, or delay in exercising, a right, power or remedy provided in this Agreement or by law shall not constitute a waiver of that right, power or remedy. IRIS’s waiver of any obligation or breach of this Agreement shall not operate as a waiver of any other obligation or subsequent breach of the Agreement. Notices must be in writing and will be deemed given when delivered. IRIS may provide notice to the email or physical address associated with Service Provider IRIS Platform account. Service Provider notices to IRIS must be sent by first class mail or pre-paid post to IRIS at the address indicated on the first page of this Agreement. The parties are independent contractors and this Agreement does not create any agency, partnership, or joint venture.