PLEASE READ THIS NICKEL SOLUTION TERMS OF SERVICE AGREEMENT (“TERMS”) CAREFULLY. THESE TERMS ARE A LEGAL CONTRACT BETWEEN YOU AND NICKEL TECHNOLOGY, INC., (“Nickel”, “us”, “our”, and “we”). THESE TERMS GOVERN YOUR USE OF THE NICKEL PAYMENT SOLUTION AND ANY CONTENT, INFORMATION, SERVICES, FEATURES, OR RESOURCES AVAILABLE OR ENABLED VIA THE NICKEL SOLUTION (COLLECTIVELY, THE “NICKEL SOLUTION”).
BY CLICKING “I ACCEPT,” OR OTHERWISE ACCESSING OR USING THE NICKEL SOLUTION, OR ANY PORTION THEREOF, YOU ACKNOWLEDGE AND AGREE THAT: (i) YOU HAVE READ, UNDERSTAND, AND AGREE TO BE BOUND BY THE AGREEMENT; (ii) YOU ARE AT LEAST EIGHTEEN (18) YEARS OLD; AND (iii) YOU ARE NOT A PERSON OR ENTITY BARRED FROM USING THE SERVICES UNDER THE LAWS OF THE UNITED STATES, YOUR PLACE OF RESIDENCE OR ANY OTHER APPLICABLE JURISDICTION. YOU FURTHER REPRESENT AND WARRANT THAT YOU HAVE THE RIGHT, AUTHORITY, AND CAPACITY TO ENTER INTO THE AGREEMENT (ON BEHALF OF YOURSELF AND, AS APPLICABLE, THE ENTITY THAT YOU REPRESENT). IF THE INDIVIDUAL ENTERING INTO THE AGREEMENT OR OTHERWISE ACCESSING OR USING THE SERVICES IS DOING SO ON BEHALF OF, OR WITHIN HIS OR HER CAPACITY AS A REPRESENTATIVE, AGENT, OR EMPLOYEE OF AN ENTITY, SUCH INDIVIDUAL AND SUCH ENTITY AGREE THAT: (i) THE TERM “YOU” AND “YOUR” AS USED HEREIN APPLY TO SUCH ENTITY AND SUCH INDIVIDUAL; AND (ii) THAT THE INDIVIDUAL ENTERING INTO THE AGREEMENT HAS THE POWER, RIGHT, AUTHORITY, AND CAPACITY TO ENTER INTO THE AGREEMENT ON BEHALF OF SUCH ENTITY. IF YOU DO NOT AGREE TO BE BOUND BY THE AGREEMENT, YOU MAY NOT ACCESS OR USE THE SERVICES.
If you are an entity that is seeking to use the Nickel Solution to sell products or services to business customers (each, a “Merchant”), these Terms do not apply to you, and instead the Nickel Services Agreement or other contract executed between you and Nickel, will apply to your use of Nickel’s products and services made available to you. The Nickel Solution supports business transactions (“Transactions”) between Merchants and their business customers. Nickel does not facilitate payment processing services to consumers, or in relation to consumer products for personal consumption. We do not offer products or services for use by individuals for their personal, family or household purposes
2. As part of the Nickel Solution, Nickel, on behalf of a Merchant, will deliver to Merchant Customer an acknowledgement of purchase (a “Receipt”) that includes certain information including an order number and total fees charged by Merchant for such purchase(s). Nickel, on behalf of Merchants, will issue a Receipt by email to each Merchant Customer after Merchant Customer purchases Merchant Offerings through the Merchant’s website.
When you use the Nickel Solution, we will transmit your Payment Method to the Merchant, or other applicable third parties, to allow them to process the Transaction on behalf of the Merchant. Your Payment Method information may be represented as a token to help protect your Payment Method. You expressly agree that the Merchant or other applicable third party can transmit information about the Transaction to the applicable payment network for your Payment Method and that the Transaction will be paid for using the Payment Method you have supplied.
3. LICENSE GRANT. Nickel grants to you a limited, revocable, non-exclusive, non-sublicensable and otherwise non-transferable license to use the Nickel Solution in accordance with these Terms. Nickel may in its sole discretion suspend, discontinue or terminate this license at any time, for any reason. All rights not expressly granted to you are reserved by Nickel and its licensors.
4. NICKEL’S ROLE
4.1 WE ARE NOT A BANK, MONEY TRANSMITTER, OR MONEY SERVICES BUSINESS. WHILE THE NICKEL SOLUTION PROVIDES MERCHANT CUSTOMERS THE ABILITY TO AUTHORIZE THE USE OF PAYMENT METHODS FOR PURCHASES MADE BY MERCHANT CUSTOMERS WITH MERCHANTS, NICKEL IS NOT A PARTY TO THE TRANSACTION AND THE PAYMENT TO OR FROM A MERCHANT IN CONNECTION WITH YOUR USE OF THE NICKEL SOLUTION, INCLUDING THE PURCHASE OR RETURN OF MERCHANT OFFERINGS, IS SOLELY BETWEEN YOU AND THE MERCHANT. The Nickel Solution integrates into applicable Merchants’ transaction flow, but any Transaction made via the Nickel Solution is directly between you and the Merchant. You, and not Nickel, are responsible for any purchase of Merchant Offerings via the Nickel Solution. The Merchant is solely responsible for the Merchant Offerings that you purchase from them, including but not limited to fraud, delivery, refunds, advertising, liability relating to the Merchant Offerings, or failure to comply with applicable law.
4.2 Nickel does not endorse, and is not responsible for, any (a) financial institution, bank, or other party associated with your Payment Method, or other third parties that facilitate the payment for a Transaction on behalf of the Merchant (including without limitation, Third-Party Offerings (as defined below)), or that you may use in connection with the Nickel Solution; (b) the Merchant Offerings purchased or Transactions made via the Nickel Solution; (c) honoring or fulfilling Merchant Offerings purchased or Transactions made via the Nickel Solution; and (d) any Merchant. Nickel is unable to intervene in any dispute between you and a Merchant related to any Transactions that are facilitated via the Nickel Solution. Nickel has no obligation to resolve any disputes between you and the Merchant, another user, or any other third party. You are solely responsible for settling any dispute with a Merchant, your Payment Method, or any other third party you engage with via the Nickel Solution. You release Nickel from any claims, demands, and damages arising out of disputes relating to your use of the Nickel Solution, including those with other users or parties.
4.3 Nickel disclaims all warranties with respect to the Merchant Offerings or information provided by Merchants, and we are not responsible or liable for: (a) Merchant Offering liability claims; (b) claims that the offer or sale of Merchant Offerings via the Nickel Solution fails to conform to any applicable legal or regulatory requirement; (c) claims arising under consumer protection or similar laws or regulations; (d) any inaccurate, incomplete or out of date information offered by the Merchant; or (e) the acts or omissions of any third-party platform (including, without limitation, Third-Party Offerings).
4.4 If you determine that you require a refund or reversal of any Transaction completed via the Nickel Solution, please contact the Merchant to obtain a refund. Nickel is not responsible or able to resolve any such issues that you may have with a Merchant.
5. ELIGIBILITY. The Nickel Solution is only available to business users who are: (a) residents of the United States of America (the "Permitted Jurisdictions"); (b) at least eighteen (18) years old;(c) able to access the Internet on a computer or other device; and (d) the cardholder or authorized to access and use a Payment Method, and in good standing with respect to such accounts.
Access to the Nickel Solution from any location where it is illegal or otherwise restricted is prohibited. If your jurisdiction of residence changes, you may be required to cease access to the Nickel Solution. If your new location is not a Permitted Jurisdiction, you may access the Nickel Solution if and when it becomes available in your new place of residence.
6. THIRD-PARTY PROVIDERS
6.1 Nickel may facilitate Merchant Customer’s access to services that are provided directly by certain third parties (such services, a “Third-Party Offering”).
6.2 Without limiting the foregoing, the Nickel Solution may contain links to third-party websites, services, and applications (collectively, “Third-Party Materials”). Such Third-Party Materials are not under the control of Nickel, and Nickel is not responsible for any Third-Party Materials. You acknowledge that we have no control over, and do not necessarily agree with the views, opinions or contents of any such Third-Party Materials, which are made available by companies or persons other than Nickel. You acknowledge and agree that Nickel cannot control, and is not responsible for, the accuracy, functionality, or availability of any such Third-Party Materials. You further acknowledge that we are not liable to you for any loss or damage you incur as a result of these third parties including Third-Party Materials, including losses or damages suffered in connection with Transactions made via the Nickel Solution. Nickel provides access to these Third-Party Materials only as a convenience to you, and does not review, approve, monitor, endorse, warrant, or make any representations with respect to Third-Party Materials. You use all Third-Party Materials at your own risk, and should apply a suitable level of caution and discretion in doing so. When you click on any of the Third-Party Materials, the applicable third party’s terms and policies apply, including the third party’s privacy and data gathering practices. You should make whatever investigation you feel necessary or appropriate before proceeding with any transaction in connection with such Third-Party Materials.
6.3 These Terms do not amend or otherwise modify any agreement with your Payment Method provider. In the event of any inconsistency between these Terms and any agreement with your Payment Method provider, these Terms govern as to the relationship between you and Nickel solely with respect to the Nickel Solution, and your Payment Method provider Agreement with your Payment Method provider governs the relationship between you and your Payment Method provider. You are responsible for ensuring that your use of the Nickel Solution complies with any agreement you may have with the provider of your Payment Method.
8. REPRESENTATIONS AND WARRANTIES. By using the Nickel Solution, you represent and warrant that (a) the information you provide via the Nickel Solution is true, accurate, and complete, and will not violate any applicable laws, regulations or rights of third parties, (b) you will not use the Nickel Solution for any fraudulent, unlawful or abusive purpose, and (c) your use of the Nickel Solution is not in violation of any obligation imposed on you by any third party or regulatory body.
9. RESTRICTIONS; ACCEPTABLE USE POLICY
9.1 By accessing and using the Nickel Solution, you agree that you will not, and will not permit any third party to: (a) license, sell, rent, lease, transfer, assign, distribute, host, or otherwise commercially exploit the Nickel Solution, whether in whole or in part, or any content displayed on the Nickel Solution; (b) frame or utilize framing techniques to enclose any trademark, logo, or other Nickel content (including images, text, page layout or form); (c) modify, make derivative works of, disassemble, reverse compile or reverse engineer any part of the Nickel Solution; (d) access or use the Nickel Solution in order to build a similar or competitive website, product, or service; and (e) copy, reproduce, distribute, republish, download, display, post or transmit in any form or by any means any part of the Nickel Solution, except as expressly permitted herein. Unless otherwise indicated, any future release, update, or other addition to the functionality of the Nickel Solution shall be subject to this Agreement. All copyright and other proprietary notices on the Nickel Solution (or on any content displayed on the Nickel Solution) must be retained on all copies thereof.
9.2 The following terms constitute our “Acceptable Use Policy”: You agree not to: (a) upload, transmit, or distribute to or through the Nickel Solution any computer viruses, worms, or any software intended to damage or alter a computer system or data; (b) interfere with, disrupt, or create an undue burden on servers or networks connected to the Nickel Solution, or violate the regulations, policies or procedures of such networks; (c) attempt to gain unauthorized access to the Nickel Solution (or to other computer systems or networks connected to or used together with the Nickel Solution), whether through password mining or any other means; (d) interfere with any other user’s use and enjoyment of the Nickel Solution; or (e) use software or automated agents or scripts to produce multiple accounts on the Nickel Solution, or to generate automated searches, requests, or queries to (or to strip, scrape, or mine data from) the Nickel Solution (provided, however, that we conditionally grant to the operators of public search engines revocable permission to use spiders to copy materials from the Nickel Solution for the sole purpose of and solely to the extent necessary for creating publicly available searchable indices of the materials, but not caches or archives of such materials, subject to the parameters set forth in our robots.txt file).
10. ENFORCEMENT. We reserve the right (but have no obligation) to investigate and/or take appropriate action against you in our sole discretion if you violate Section 8 or any other provision of these Terms or otherwise create liability for us or any other person. Such action may include reporting you to law enforcement authorities.
11. FEES. Many of our services are currently provided free of charge to Merchant Customers, however Nickel retains the right to implement a fee structure for any of our services, including without limitation, access to and use of the Nickel Solution, in the future. Nickel will provide notice if it begins to charge fees for any of these services. You are solely responsible for acquiring any hardware, device, software, wireless and Internet access, and other items required for you to use or access the Nickel Solution, and any associated fees, expenses or other charges.
12. FEEDBACK. If you provide Nickel with any feedback or suggestions regarding the Nickel Solution or our other services (“Feedback”), you hereby assign to Nickel all rights in such Feedback and agree that Nickel shall have the right to use and fully exploit such Feedback and related information in any manner it deems appropriate. Nickel will treat any Feedback you provide to Nickel as non-confidential and non-proprietary. You agree that you will not submit to Nickel any information or ideas that you consider to be confidential or proprietary.
13. NICKEL COMMUNICATIONS
1.1 Generally. You may have the opportunity to provide us with your e-mail address. By providing your email address to us, you consent to receiving email communications from Nickel. Communications from us and our affiliated companies may include communications about your use of the Nickel Solution (such as to send receipts in connection with your purchase of Merchant Offerings), updates concerning new and existing features on Nickel Solution, and news concerning Nickel and industry developments. You will have the ability to opt out of receiving such communications by following the unsubscribe instructions in the communication itself. YOU ACKNOWLEDGE THAT YOU ARE NOT REQUIRED TO CONSENT TO RECEIVE PROMOTIONAL EMAILS AS A CONDITION OF USING THE NICKEL SOLUTION. CONSENT TO THESE PROMOTIONAL MESSAGES IS NOT REQUIRED TO ACCESS THE NICKEL SOLUTION.
1.2 Text Messages. While Nickel will not send you SMS or text messages in connection with your use of the Nickel Solution, you may receive messages from Merchants or other third-parties in connection with your purchase of Merchant Offerings (e.g., shipping notifications, order reminders). Note that message and data rates may apply for any SMS or text messages sent to you from any third party. If you have any questions about your text plan or data plan, contact your wireless provider.
14. INDEMNIFICATION. You agree to indemnify and hold Nickel (and its officers, employees, and agents) harmless, including costs and attorneys’ fees, from any claim or demand made by and third party due to or arising out of (a) your use of the Nickel Solution, (b) your violation of these Terms; or (c) your violation of applicable laws or regulations. Nickel reserves the right, at your expense, to assume the exclusive defense and control of any matter for which you are required to indemnify us, and you agree to cooperate with our defense of these claims. You agree not to settle any matter without the prior written consent of Nickel. Nickel will use reasonable efforts to notify you of any such claim, action or proceeding upon becoming aware of it.
15. MODIFICATION. Nickel reserves the right, at any time, to modify, suspend, or discontinue the Nickel Solution (in whole or in part) with or without notice to you. You agree that the Nickel Solution will not be liable to you or to any third party for any modification, suspension, or discontinuation of the Nickel Solution or any part thereof.
THE NICKEL SOLUTION IS PROVIDED ON AN “AS-IS” AND “AS AVAILABLE” BASIS, WITH ALL FAULTS AND NO GUARANTEES REGARDING OUTCOMES OR PERFORMANCE. NICKEL (AND OUR SUPPLIERS) EXPRESSLY DISCLAIM ANY AND ALL WARRANTIES AND CONDITIONS OF ANY KIND, WHETHER EXPRESS, IMPLIED, OR STATUTORY, INCLUDING ALL WARRANTIES OR CONDITIONS OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, QUIET ENJOYMENT, ACCURACY, OR NON-INFRINGEMENT. WE (AND OUR SUPPLIERS) MAKE NO WARRANTY THAT THE NICKEL SOLUTION WILL MEET YOUR REQUIREMENTS, WILL BE AVAILABLE ON AN UNINTERRUPTED, TIMELY, SECURE, OR ERROR-FREE BASIS, OR WILL BE ACCURATE, RELIABLE, FREE OF VIRUSES OR OTHER HARMFUL CODE, COMPLETE, LEGAL, OR SAFE. IF APPLICABLE LAW REQUIRES ANY WARRANTIES WITH RESPECT TO THE NICKEL SOLUTION, ALL SUCH WARRANTIES ARE LIMITED IN DURATION TO NINETY (90) DAYS FROM THE DATE OF FIRST USE.
SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF IMPLIED WARRANTIES, SO THE ABOVE EXCLUSION MAY NOT APPLY TO YOU. SOME JURISDICTIONS DO NOT ALLOW LIMITATIONS ON HOW LONG AN IMPLIED WARRANTY LASTS, SO THE ABOVE LIMITATION MAY NOT APPLY TO YOU.
17. LIMITATION ON LIABILITY
TO THE MAXIMUM EXTENT PERMITTED BY LAW, IN NO EVENT SHALL NICKEL (OR OUR SUPPLIERS) BE LIABLE TO YOU OR ANY THIRD PARTY FOR ANY LOST PROFITS, LOST DATA, COSTS OF PROCUREMENT OF SUBSTITUTE PRODUCTS, OR ANY INDIRECT, CONSEQUENTIAL, EXEMPLARY, INCIDENTAL, SPECIAL OR PUNITIVE DAMAGES ARISING FROM OR RELATING TO THESE TERMS OR YOUR USE OF, OR INABILITY TO USE, THE NICKEL SOLUTION, EVEN IF NICKEL HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. ACCESS TO, AND USE OF, THE NICKEL SOLUTION IS AT YOUR OWN DISCRETION AND RISK, AND YOU WILL BE SOLELY RESPONSIBLE FOR ANY DAMAGE TO YOUR DEVICE OR COMPUTER SYSTEM, OR LOSS OF DATA RESULTING THEREFROM.
TO THE MAXIMUM EXTENT PERMITTED BY LAW, NOTWITHSTANDING ANYTHING TO THE CONTRARY CONTAINED HEREIN, OUR LIABILITY TO YOU FOR ANY DAMAGES ARISING FROM OR RELATED TO THESE TERMS (FOR ANY CAUSE WHATSOEVER AND REGARDLESS OF THE FORM OF THE ACTION), WILL AT ALL TIMES BE LIMITED TO A MAXIMUM OF FIFTY US DOLLARS (U.S. $50.00). THE EXISTENCE OF MORE THAN ONE CLAIM WILL NOT ENLARGE THIS LIMIT. YOU AGREE THAT OUR SUPPLIERS WILL HAVE NO LIABILITY OF ANY KIND ARISING FROM OR RELATING TO THESE TERMS.
SOME JURISDICTIONS DO NOT ALLOW THE LIMITATION OR EXCLUSION OF LIABILITY FOR INCIDENTAL OR CONSEQUENTIAL DAMAGES, SO THE ABOVE LIMITATION OR EXCLUSION MAY NOT APPLY TO YOU.
18. TERM AND TERMINATION. Subject to this Section, these Terms will remain in full force and effect while you use the Nickel Solution. We may suspend or terminate your rights to access or use the Nickel Solution at any time for any reason at our sole discretion, including for any use of the Nickel Solution in violation of these Terms. Upon termination of your rights under these Terms, your right to access and use the Nickel Solution will terminate immediately. Nickel will not have any liability whatsoever to you for any suspension or termination of your rights under these Terms. Even after your rights under these Terms are terminated, Sections 2 - 18 of these Terms will remain in effect.
19. DISPUTE RESOLUTION. These Terms and any action related thereto will be governed and interpreted by and under the laws of the State of New York without giving effect to any conflicts of laws principles that require the application of the law of a different jurisdiction. Merchant Customer hereby expressly consents to the personal jurisdiction and venue in the state and federal courts for the county in which Nickel’s principal place of business is located for any lawsuit arising from or related to these Terms. The United Nations Convention on Contracts for the International Sale of Goods does not apply to these Terms. Merchant Customer shall always comply with all international and domestic laws, ordinances, regulations, and statutes that are applicable to its use of the Nickel Solution.
1.3 Changes. These Terms are subject to occasional revision, and if we make any substantial changes, we may notify you by sending you an e-mail to the last e-mail address you provided to us (if any), and/or by prominently posting notice of the changes on our Nickel Solution. You are responsible for providing us with your most current e-mail address. In the event that the last e-mail address that you have provided us is not valid, or for any reason is not capable of delivering to you the notice described above, our dispatch of the e-mail containing such notice will nonetheless constitute effective notice of the changes described in the notice. Any changes to these Terms will be effective upon the earlier of thirty (30) calendar days following our dispatch of an e-mail notice to you (if applicable) or thirty (30) calendar days following our posting of notice of the changes on our Nickel Solution. These changes will be effective immediately for new users of our Nickel Solution. Continued use of our Nickel Solution following notice of such changes shall indicate your acknowledgement of such changes and agreement to be bound by the terms and conditions of such changes.
1.4 Export. The Nickel Solution may be subject to U.S. export control laws and may be subject to export or import regulations in other countries. You agree not to export, reexport, or transfer, directly or indirectly, any U.S. technical data acquired from Nickel, or any products utilizing such data, in violation of the United States export laws or regulations.
1.5 Electronic Communications. The communications between you and Nickel may take place via electronic means, whether you use the Nickel Solution or send Nickel e-mails, or whether Nickel communicates with you via e-mail. For contractual purposes, you (a) consent to receive communications from Nickel in an electronic form; and (b) agree that all terms and conditions, agreements, notices, disclosures, and other communications that Nickel provides to you electronically satisfy any legal requirement that such communications would satisfy if it were to be in writing. The foregoing does not affect your statutory rights, including but not limited to the Electronic Signatures in Global and National Commerce Act at 15 U.S.C. §7001 et seq.
1.6 Entire Agreement. These Terms constitute the entire agreement between you and us regarding use of the Nickel Solution. Our failure to exercise or enforce any right or provision of these Terms shall not operate as a waiver of such right or provision. The section titles in these Terms are for convenience only and have no legal or contractual effect. The word “including” means “including without limitation.” If any provision of these Terms is, for any reason, held to be invalid or unenforceable, the other provisions of these Terms will be unimpaired and the invalid or unenforceable provision will be deemed modified so that it is valid and enforceable to the maximum extent permitted by law. These Terms, and your rights and obligations herein, may not be assigned, subcontracted, delegated, or otherwise transferred by you without Nickel’s prior written consent, and any attempted assignment, subcontract, delegation, or transfer in violation of the foregoing will be null and void. Nickel may freely assign these Terms. The terms and conditions set forth in these Terms shall be binding upon assignees.
1.7 Copyright/Trademark Information. Copyright © 2023, Nickel Technology, Inc. All rights reserved. All trademarks, logos and service marks (“Marks”) displayed on the Nickel Solution are our property or the property of other third parties. You are not permitted to use these Marks without our prior written consent or the consent of such third party which may own the Marks. All goodwill generated from the use of any Nickel Mark will inure to Nickel’s benefit
1.8 Contact Information:
Nickel Technology, Inc.,
594 Dean Street, Brooklyn, NY 11238