Last updated: September 25, 2024
These Terms of Use (“Terms”) govern your use of any Nium website (including nium.com and docs.nium.com), mobile application, or any other Nium service that links to or otherwise presents these Terms to you (“Site”), application program interfaces (“API”), and client portals (collectively the “Services”). Nium refers to Nium Pte. Ltd. and its affiliates and subsidiaries worldwide, including entities operating under the Ixaris and Instarem brands identified here (collectively “Nium”, “we”, or “us”).
If you are accessing the Services on behalf of your organization or entity that has a contractual relationship with Nium (“Client”), you agree that you are authorized to access the Services on behalf of Client and agree that your use is governed by, as applicable, the terms of the Direct Services Agreement, Platform Services Agreement, or any other services agreement between Client and Nium (“Client Agreement”). If there is a conflict between these Terms and a Client Agreement, the Client Agreement will control in resolving that conflict.
By accessing or using the Services, you agree to be bound by these Terms and agree that you will comply with all applicable laws.
THESE TERMS CONTAIN AN ARBITRATION AGREEMENT THAT CONTAINS A CLASS ACTION WAIVER WHICH AFFECTS YOUR RIGHTS. YOU HAVE THE RIGHT TO OPT OUT OF THE ARBITRATION AGREEMENT AS DESCRIBED IN THESE TERMS.
Please read our Privacy Policy, which is incorporated as part of these Terms, for information relating to our collection, use, and disclosure of your personal information.
1. Eligibility.
To use the Services, you must be at least 18 years old. Your use of the Services is subject to all applicable federal, state, and local laws and regulations. You agree to not use the Services in violation of applicable laws or our Prohibited & Restricted Business Categories. You may not use the Services if you are subject to any sanctions or restrictions that prevent you from using the Services. Unauthorized use of the Services is strictly prohibited. Nium may restrict, suspend, or terminate your access to the Services without notice at any time for any reason.
2. Access Credentials.
As part of the Services, Nium may provide you with access to a user account. You may be required to create a user name and password to access the Services (collectively "Access Credentials"). You agree to safely and securely manage your Access Credentials. You may not use an account that is not yours, and you may not provide anyone with your Access Credentials to access your account. You are responsible for maintaining the confidentiality of your Access Credentials and for any activity that occurs under your account. Nium will not be liable for any loss or damage arising from your failure to comply with this section.
3. Modification to Services.
Nium reserves the right to temporarily or permanently modify or discontinue the Services with or without notice. You agree that Nium will not be liable to you or to any third party for any modification, suspension or discontinuance of the Services.
4. Confidentiality.
If Nium provides Confidential Information, including API documentation, to you as part of the Services, you agree to use the Confidential Information only as permitted. You agree not to dis-close the Confidential Information to anyone, except as required by applicable law. “Confidential Information” is any information provided by Nium that is designated or marked as confidential or which, given the nature of the information or the circumstances surrounding its disclosure, reasonably should be considered as confidential, including but not limited to Intellectual Property (as defined below). All Confidential Information will remain the exclusive property of Nium. Nothing in these Terms shall be construed as, express or implied, granting any rights in or license to Confidential Information or in any of its copyright, patent, trade secrets, trademarks or other intellectual property rights.
5. Intellectual Property.
You may use the Services only as permitted by these Terms and solely as necessary in relation to the Services. All Intellectual Property rights, including without limitation any software, APIs, developer tools, sample source code, code libraries, data, materials, printed and electronic content, text, data, articles, designs, photos, images, and other documentation provided to you as part of the Services (“Intellectual Property”) belong to Nium or the respective third-party owners of the Intellectual Property, with all rights reserved. You acknowledge that all Intellectual Property shall remain the sole property of Nium or the respective owner.
Except as expressly provided in these Terms, you may not, and you agree not to, and to not enable others to, directly or indirectly, use, copy, modify, reverse engineer, disassemble, decompile, or attempt to derive the source code of, decrypt, modify, or create derivative works of, the Services. You further agree not to reproduce, distribute, republish, display, post, transmit, assign, or sell in any form or by any means, the Services.
6. No License.
Nothing in these Terms should be construed as granting you any license or right to use any Intellectual Property, whether owned by Nium or a third party, without the prior written approval of Nium or the respective owner. All third-party marks, products, and company names are property of their respective owners. Unless expressly provided, use of such third-party Intellectual Property marks does not imply any affiliation with, endorsement by, or association of any kind between such third-party owners and Nium.
7. Third-Party Applications.
Nium may use third-party service providers to provide the Services to you. Your use of such features constitutes your agreement to be bound by the additional terms and conditions and the privacy policies, as applicable, of the respective third-party providers. You acknowledge and agree to any third-party service provider terms that may be presented to you during your use of the Services.
8. Feedback.
By providing ideas, suggestions, comments, observations and other input regarding problems with or proposed modifications or improvements to the Services (“Feedback”), you hereby grant Nium an unrestricted, perpetual, irrevocable, non-exclusive, fully paid, royalty free right to exploit the Feedback in any manner and for any purpose, including to improve the Services and create other products and services.
9. No Warranties.
NIUM PROVIDES THE SERVICES “AS IS” AND “AS AVAILABLE”. TO THE MAXIMUM EXTENT PERMITTED UNDER APPLICABLE LAW, NIUM EXPRESSLY DISCLAIMS ALL WARRANTIES, WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE, WITH RESPECT TO THE SERVICES, INCLUDING ALL IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT, AND WARRANTIES THAT MAY ARISE OUT OF THE COURSE OF DEALING, COURSE OF PERFORMANCE, USAGE, OR TRADE PRACTICES. NIUM FURTHER MAKES NO WARRANTY OF ANY KIND WITH RESPECT TO ANY THIRD-PARTY PROVIDER SOFTWARE OR WEBSITES USED BY YOU IN CONNECTION WITH THE SERVICES.
10. Damages Waiver.
TO THE MAXIMUM EXTENT PERMITTED UNDER APPLICABLE LAW, IN NO EVENT WILL NIUM, ITS AFFILIATES, OR THEIR REPRESENTATIVES HAVE ANY LIABILITY ARISING OUT OF OR RELATED TO THESE TERMS OR THE SERVICES FOR ANY LOST PROFITS, REVENUES, GOODWILL, OR INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL, COVER, BUSINESS INTERRUPTION OR PUNITIVE DAMAGES, WHETHER AN ACTION IS IN CONTRACT OR TORT AND REGARDLESS OF THE THEORY OF LIABILITY, EVEN IF YOU HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES OR IF YOUR REMEDY OTHERWISE FAILS OF ITS ESSENTIAL PURPOSE.
11. Limitation of Liability.
TO THE MAXIMUM EXTENT PERMITTED UNDER APPLICABLE LAW, IN NO EVENT WILL NIUM BE LIABLE UNDER ANY CONTRACT, TORT, NEGLIGENCE, STRICT LIABILITY OR OTHER CLAIM FOR ANY DIRECT, INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL OR EXEMPLARY DAMAGES, INCLUDING, WITHOUT LIMITATION, DAMAGES TO EQUIPMENT, FOR LOSS OF PROFITS, GOODWILL, USE, DATA, OR OTHER INTANGIBLE LOSSES (EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES).
PLEASE READ THE FOLLOWING DISPUTE RESOLUTION SECTIONS CAREFULLY BECAUSE THEY REQUIRE YOU TO ARBITRATE CERTAIN DISPUTES AND CLAIMS WITH US AND LIMIT THE MANNER IN WHICH YOU CAN SEEK RELIEF FROM US.
12. Dispute Resolution, Arbitration Agreement.
To the maximum extent permitted by applicable law, any dispute, controversy, or claim arising out of or relating to your access to or use of the Services or these Terms (“Dispute”) shall be resolved by binding arbitration, rather than in court of law. This is obligation is binding on you and Nium. Notwithstanding the foregoing, (a) you and Nium may assert claims or seek relief in small claims court if such claims qualify and remain in small claims court; and (b) you or Nium may seek equitable relief in court for infringement or other misuse of intellectual property rights (such as trademarks, trade dress, domain names, trade secrets, copyrights, and patents). For purposes of these Terms, “Dispute” will also include disputes that arose or involve facts occurring before the existence of this or any prior versions of these Terms, as well as claims that may arise after the termination of these Terms.
13. Waiver of Jury Trial.
Except as expressly provided in these Terms, YOU AND NIUM HEREBY WAIVE ANY CONSTITUTIONAL AND STATUTORY RIGHTS TO BRING AN ACTION IN COURT OR HAVE A TRIAL IN FRONT OF A JUDGE OR A JURY. There is no judge or jury in arbitration, and court review of an arbitration award is subject to very limited review.
14. Waiver of Class and other Non-Individualized Relief.
YOU AND NIUM AGREE THAT EACH OF US MAY BRING CLAIMS AGAINST THE OTHER ONLY ON AN INDIVIDUAL BASIS AND NOT ON A CLASS, REPRESENTATIVE, OR COLLECTIVE BASIS. YOU AND NIUM HEREBY WAIVE ALL RIGHTS TO HAVE ANY DISPUTE BROUGHT, HEARD, ADMINISTERED, RESOLVED, OR ARBITRATED ON A CLASS, COLLECTIVE, REPRESENTATIVE, OR MASS ACTION BASIS. ONLY INDIVIDUAL RELIEF IS AVAILABLE, AND DISPUTES OF MORE THAN ONE CUSTOMER OR USER CANNOT BE ARBITRATED OR CONSOLIDATED.
15. Arbitration Opt-out.
You may opt out of this Arbitration section for all purposes by sending an arbitration opt-out notice to Nium at [email protected] or mailed to Nium, at Attn: Legal, 85 Second Street, 2nd Floor, San Francisco, CA 94105, within 30 days of the date you first access these Terms. The opt-out notice must clearly state that you are rejecting arbitration; state the date you first accessed these Terms; provide your name and/or company name, company registration number if applicable, and address; and be signed by you or an authorized representative.
16. Governing Law; Jurisdiction.
Except as set forth in the Dispute Resolution and Arbitration sections above, these Terms shall be governed by the laws of the State of California without regard to any conflict of laws provisions. You irrevocably consent to the exclusive jurisdiction and venue of the state and federal courts located in San Francisco, California in connection with any dispute or the enforcement of any right arising from these Terms.
17. Modification to these Terms.
If Nium make changes to these Terms, we will publish an updated version on this website. Except as required by applicable law, Nium reserves the right in our sole discretion to temporarily or permanently change or modify these Terms. If you do not agree with these changes, please stop using the Services.
Please review these Terms from time to time, because your continued access or use of the Services after any modifications have become effective shall be deemed your conclusive acceptance of the modified Terms. Notwithstanding the foregoing, we will provide notice as required by applicable law.
18. Notices; Electronic Consent.
You consent to receive all disclosures and notices from us electronically, including those required by law. You also agree that your electronic consent shall have the same legal effect as a physical signature.
Any notice by you of legal claim or other process under these Terms shall be sent to [email protected] or Nium, Attn: Legal, 85 Second Street, 2nd Floor, San Francisco, CA 94105.
19. Contacting Us.
Please contact us at [email protected] with any questions or concerns.