Terms of Use

These Nitra Terms of Use (together with any exhibits and schedules hereto, the “Agreement”) form a legal agreement between You (“Customer” or “You”) and Nitra, Inc. (together with any Affiliates of Nitra, Inc., collectively “Nitra”), and set forth the requirements applicable to Your Account, in addition to any products or services (each, a “Product”) that You receive in connection from Nitra.  This Agreement may be supplemented by one or more additional terms to which You agree, based on the products or services that You elect to receive from Nitra.

‍

By clicking “I Agree” in the Portal, Customer agrees to be bound by this Agreement, as may be amended by Nitra from time to time in accordance with Section 10.3 below, including the arbitration agreement set forth in Section 8 below, which You should read carefully since it will govern how Disputes between You and Nitra are resolved.

1.1. “Account” means the account established by You in connection with Your receipt of any products or services provided by Nitra.

1.2. “Affiliate” means with respect to a Party, any entity which (i) is controlled by, (ii) controls, or (iii) is under common control with such Party, where the term “control” means the ownership, directly or indirectly, of more than fifty percent (50%) of the shares entitled to vote for the election of directors, or similar parties responsible for the overall governance of the applicable Party.

1.3. “Confidential Information” means any written, machine-reproducible and/or visual materials that (i) are clearly labeled as proprietary or confidential, (ii) are identified as proprietary or confidential at the time of its disclosure or in a writing provided within thirty (30) days after disclosure, or (iii) which should reasonably be understood to be confidential given the nature and circumstances of its disclosure, provided that Confidential Information shall not include information that: (a) is or becomes publicly known through no act or omission of the receiving Party; (b) was in the receiving Party’s lawful possession prior to the disclosure; (c) is rightfully disclosed to the receiving Party by a third party without restriction on disclosure; or (d) is independently developed by the receiving Party, which independent development can be shown by written evidence.

1.4. “Intellectual Property Rights” means patent rights (including, without limitation, patent applications and disclosures), copyrights, trade secrets, moral rights know-how, and any other intellectual property rights recognized in any country or jurisdiction in the world.

1.5. “Party” means either Customer or Nitra, as applicable, and “Parties” means, collectively, Customer and Nitra.

1.6. “Personal Data” means information or documentation provided by the Customer to Nitra that identifies or could reasonably be used to identify an individual.

1.7. “Portal” means the unique portion of the Site applicable solely to Customer, accessed through the use of a username and password, and consisting of Customer-specific information.

1.8. “Program” means any program pursuant to which Nitra provides a Product.

1.9. “Site” means the Nitra website located at www.nitra.com.

2.1. Acceptable Use Policies.  Customer shall use the Products exclusively for authorized and legal purposes, consistent with all applicable laws, regulations, and the rights of others.  Customer may not, and shall ensure that its employees and agents do not, use the Products in any manner that would violate the rights of any third party.

2.2. Illegal or Improper Use of Products.  Nitra may immediately suspend or terminate Customer’s access to any and all Products, by written notice to Customer, in the event that (i) Nitra determines that Customer has breached this Agreement, (ii) Nitra determines on the basis of reasonable evidence that any Product is being used for fraudulent or criminal activities, or in violation of any applicable law or regulation, or (iii) in the event that a governmental, legal, or other law enforcement authority so requires or instructs Nitra to terminate or suspend services to Customer.  In the event Nitra suspects or anticipates such termination, Nitra will, to the extent practical under the circumstances, use commercially reasonable efforts to provide Customer with prior written notice of the same and an opportunity to cure the same prior to (and in avoidance of) termination.  Customer acknowledges that under certain circumstances such prior notice and/or cure period may not be possible or practical.

2.3. Text Messages.

2.3.1. You may receive card servicing communications and informational messages from us via text messages (“SMS”), including transaction notifications, receipt matching, and card activations.

2.3.2. You may also receive two-factor authentication messages; one message per request.

2.3.3. You can cancel the SMS service at any time. Just text "STOP" to the short code. After you send the SMS message "STOP" to us, we will send you an SMS message to confirm that you have been unsubscribed. After this, you will no longer receive SMS messages from us. If you want to join again, just sign up as you did the first time and we will start sending SMS messages to you again.

2.3.4. If you are experiencing issues with the messaging program you can reply with the keyword HELP for more assistance, or you can get help directly at support@nitra.com or 845-209-0213.

2.3.5. Carriers are not liable for delayed or undelivered messages.

2.3.6. As always, message and data rates may apply for any messages sent to you from us and to us from you. Message frequency varies.  If you have any questions about your text plan or data plan, it is best to contact your wireless provider.

2.3.7. If you have any questions regarding privacy, please read our privacy policy at https://www.nitra.com/privacy-policy.

As between Nitra and Customer, the Programs, the Site, the Portal, and all Intellectual Property Rights therein or relating thereto, are and shall remain the exclusive property of Nitra or its licensors.  The visual interfaces, graphics, design, compilation, information, computer code (including source code or object code), products, software, services, and all other elements of any Program, the Site, and the Portal (the “Materials”) are protected by all relevant intellectual property and proprietary rights and applicable laws.  Except as expressly authorized by Nitra, Customer may not make use of the Materials.  Nitra reserves all rights to the Materials not expressly granted in this Agreement.

During the term and for a period of five (5) years after expiration or termination of this Agreement, neither Party shall make the other’s Confidential Information available to any third party or use the other’s Confidential Information for any purposes other than exercising its rights and performing its obligations under this Agreement.  Neither Party shall disclose Confidential Information except to such Party’s advisors, accountants, attorneys, investors (and prospective investors), and prospective acquirers that have a reasonable need to know such information, provided that any such third parties shall, before they may access such information, either (i) execute a binding agreement to keep such information confidential, or (ii) be subject to a professional obligation to maintain the confidentiality of such information.  Each Party shall take all reasonable steps to ensure that the other’s Confidential Information is not disclosed or distributed by its employees or agents in violation of the terms of this Agreement, but in no event will either Party use less effort to protect the Confidential Information of the other Party than it uses to protect its own Confidential Information of like importance.  Each Party will ensure that any agents or subcontractors that are permitted to access any of the other’s Confidential Information are legally bound to comply with the obligations set forth herein.  Notwithstanding the foregoing, Confidential Information may be disclosed as required by any governmental agency, provided that before disclosing such information the disclosing Party must provide (to the extent permitted by applicable law) the non-disclosing Party with sufficient advance notice of the agency’s request for the information to enable the non-disclosing Party to exercise any rights it may have to challenge or limit the agency’s authority to receive such Confidential Information.

The collection, use, and handling of Personal Data is described in our Privacy Policy.  Please review our Privacy Policy and contact Nitra if You have any questions.

6.1. THE PRODUCTS PROVIDED TO YOU PURSUANT TO THIS AGREEMENT ARE AS IS AND AS AVAILABLE.  NITRA DISCLAIMS ALL EXPRESS, IMPLIED, OR STATUTORY WARRANTIES OF TITLE, MERCHANTABILITY, OR FITNESS FOR A PARTICULAR PURPOSE, AND ALL WARRANTIES OF NON-INFRINGEMENT OF PRODUCTS OR SERVICES.  NOTHING IN THIS AGREEMENT WILL BE INTERPRETED TO CREATE OR IMPLY ANY SUCH WARRANTY TO YOU.

6.2. NITRA DISCLAIMS ALL WARRANTIES AND DOES NOT GUARANTEE THAT: (A) ANY PRODUCTS AND DATA PROVIDED UNDER THIS AGREEMENT OR THE APPLICABLE PROGRAM TERMS ARE ACCURATE OR ERROR-FREE; (B) THE PRODUCTS WILL MEET YOUR SPECIFIC NEEDS OR REQUIREMENTS; (C) THE PRODUCTS WILL BE USABLE BY CUSTOMER, ADMINISTRATORS, OR EMPLOYEES OR AGENTS AT ANY PARTICULAR TIME OR LOCATION; (E) THE PRODUCTS WILL BE UNINTERRUPTED, SECURE, OR FREE FROM HACKING, VIRUSES, OR MALICIOUS CODE; AND (F) ANY DEFECTS IN THE PRODUCTS WILL BE CORRECTED, EVEN WHEN WE ARE ADVISED OF SUCH DEFECTS.

6.3. NITRA IS NOT LIABLE FOR, AND DISCLAIMS LIABILITY FOR, ANY DAMAGES, HARM, OR LOSSES TO YOU ARISING FROM UNAUTHORIZED ACCESS OR USE OF YOUR ACCOUNT OR THE PRODUCTS OR YOUR FAILURE TO IMPLEMENT APPROPRIATE SECURITY PROCEDURES.

7.1. Nitra is not liable to You for consequential, indirect, special, exemplary, or punitive damages, lost profits, or lost revenue arising from or related to Your use of or inability to use Your Account or the Products, lost profits or reputational harm, physical injury or property damage, or any other losses or harm arising from or related to this Agreement, whether or not we were advised of their possibility by You or third parties.

7.2. Nitra’s maximum liability to You under this Agreement is limited to the greater of the total amount of fees actually paid by You to Nitra in the three months preceding the event that is the basis of Your claim or $10,000.  This limitation applies regardless of the legal theory on which Your claim is based.

8.1. PLEASE READ THIS SECTION 8 CAREFULLY.  IT EXPLAINS THE TERMS UPON WHICH CUSTOMER IS WAIVING ITS RIGHT TO BRING CLAIMS ARISING UNDER THIS AGREEMENT IN A COURT OF LAW OR TO HAVE A JURY RESOLVE ANY DISPUTES HEREUNDER.  Except if other applicable laws require otherwise, the Parties hereto agree and understand that any dispute or claim related to Customer’s, or any employee of Customer’s, use of the Account or any Products, any disputes regarding any alleged breach of the Agreement, to the extent such dispute cannot otherwise be resolved, as well as any other action to enforce the terms of this Agreement or for the breach of this Agreement, shall be referred to final and binding arbitration, and not in court.

8.2. The Federal Arbitration Act and federal arbitration law apply to this agreement.

8.3. Any arbitration proceeding will take place in the State of Delaware, subject to the laws of the State of Delaware and will otherwise be governed by the then-current commercial arbitration rules of the American Arbitration Association, and the Parties hereto expressly waive their rights, if any, to have any such matters heard by a court or jury, or administrative agency whether federal or state.  The Parties in any arbitration to enforce this Agreement or remedy its breach will equally share the costs associated with such arbitration proceedings; provided, that, each Party shall pay its own attorney’s fees.  Within fourteen (14) days after the commencement of arbitration, each Party shall select one person to act as arbitrator and the two selected shall select a third arbitrator within ten (10) days of their appointment.  If the arbitrators selected by the Parties are unable or fail to agree upon the third arbitrator, the third arbitrator shall be selected by the American Arbitration Association.

8.4. The Parties agree that any dispute resolution proceedings (including any arbitrations and any court proceedings) will be conducted only on an individual basis and not as a plaintiff or class member in any purported class, consolidated, or representative proceeding.  Class actions and class arbitrations are prohibited and in no event will a claim for class relief (or for injunctive relief extending beyond Your own individual alleged injuries or to prevent future harm to You alone) be arbitrated.  If for any reason a claim proceeds in court rather than in arbitration, each Party waives any right to a jury trial.  The Parties also agree that Customer and Nitra may bring suit in court to enjoin infringement or other misuse of Intellectual Property Rights.

8.5. If any portion of this Section 8 cannot be enforced, the unenforceable portion will be severed and the rest of this Section 8 will continue to apply.  However, if (i) it is determined that the class action waiver contained in this Section 8 cannot be enforced, or (ii) the arbitrators (contrary to this Agreement) purport to decide a dispute on a class or other representative basis, or to award injunctive relief that extends beyond that necessary to remedy Your own individual alleged injuries or to prevent future harm to You alone, then this entire Section 8 (excluding this sentence) shall be deemed invalid and unenforceable.

Nitra may terminate or suspend Your Account or Your right to use any Product from time to time.  If Nitra does any of these, You must still pay Nitra for all amounts owed under this Agreement and any Program.  Nitra may do any of these things at its discretion, even if You pay on time and You are not in default or breach of this Agreement, including any terms governing a Product.