Updated as of August 2, 2022
Welcome to nrsplus.com and/or www.nrspay.com (collectively, the “Websites”) operated by National Retail Solutions, Inc. (“NRS” or “we” or “us”). This document sets out the terms and conditions for your use of the Websites. Please read this document carefully as it is a binding, legal agreement between you and NRS that controls your use of the Websites.
This document also contains (a) a limitation of liability provision and (b) information about your legal rights and requires that disputes be resolved through arbitration instead of a court trial. See Sections 9.4 and 9.10 below for more information.
2. Acceptance of Agreement and Other Documents
2.1 Agreement. The Websites are owned and operated by NRS, and are provided to you expressly subject to this document (the “Agreement”). By accessing, browsing and/or using the Websites, you confirm that you have read, understood, and have agreed to be bound by the terms of this Agreement and to comply with this Agreement and with all applicable laws and regulations. If you do not agree with these terms, then you should not access or use the Websites.
2.2 Incorporated Info, Terms and Documents. The following information, terms and documents are incorporated into this Agreement and form a part of this Agreement:
If there is any conflict between the terms of this Agreement and the information contained in any of the materials listed above in this Section 2.2, then the terms of this Agreement will control.
3. Changes to this Agreement
We may revise or update this Agreement from time to time, and all changes will be effective as soon as they are posted unless an immediate change is necessary for a legitimate business reason, to maintain the security of our network or as required by applicable law. Your continued use of the Websites after any change to this Agreement constitutes your agreement to be bound by such changes. This Agreement is current as of the date listed at the top of this document.
4. Personal Information and Privacy
5. Intellectual Property
5.1 Website Content. All information, artwork, text, video, audio, media files and images displayed on or contained within the Websites (collectively, the “Content”) are the property of NRS or its third-party licensors. NRS, or its third-party licensors, as applicable, retain all right, title and interest in and to the Content and all intellectual property rights related thereto. You do not have, nor does your use of the Websites give you, any ownership interest in the Content or the Websites. The Websites and the Content are protected by U.S. and/or international intellectual property and/or proprietary rights laws, which may include copyright, trademark, patent or trade secret rights. You may use the Websites solely for your personal or internal business use. You may not modify, copy, distribute, transmit, display, perform, reproduce, publish, license, create derivative works from, transfer, or sell or re-sell the Websites or any Content. All brands, names, logos, product and service names, designs and slogans incorporated into the Websites (collectively the “NRS Marks”) are owned by NRS, its affiliates or its licensors. You may not use the NRS Marks without NRS’s prior written permission. Use of the Content and NRS Marks for any purpose not expressly permitted by this Agreement is strictly prohibited.
5.2 Third Party Links. The Websites may provide links to third-party websites or other websites of NRS’s affiliates or related companies (collectively, “Unrelated Sites”). These links are provided solely as a convenience to you, and the terms in this Agreement do not control the Unrelated Sites. Your access, reliance on and use of these links and any Unrelated Sites is entirely at your own risk and is subject to such Unrelated Sites’ terms and conditions. NRS is not responsible for, and will not have any liability or responsibility to you, for the content on, or your use of, any third-party website. Our inclusion of hyperlinks to Unrelated Sites does not imply any endorsement of such sites or the material found on them.
6.1 General. You agree to comply with all applicable federal, state, local and international laws and regulations when using the Websites. Additionally, you may not, without our express written, prior permission: (a) access, monitor or copy any content or information on the Websites using any robot, spider, scraper or other automated means or any manual process for any purpose; (b) violate the restrictions in any robot exclusion headers on the Websites or bypass or circumvent other measures employed to prevent or limit access to the Websites; (c) take any action that imposes, or may impose, in our discretion, an unreasonable or disproportionately large load on our infrastructure; (d) deep-link to any portion of the Websites for any purpose; or (e) “frame”, “mirror” or otherwise incorporate any part of the Websites into any other website (each of the preceding, a “Prohibited Use”).
6.2 Response to Violations. NRS reserves the right to take any action we determine is necessary if we believe that your use of the Websites violates this Agreement, infringes the rights of any person or entity, threatens the personal safety of any person or entity, is a Prohibited Use, or could create liability for NRS. Any such action by NRS does not limit our rights or remedies at law or in equity.
7.1 Electronic Communications. Our services can only be provided by conducting business through the internet, and that means that when you use our services you will receive from time-to time disclosures, notices, documents, and other communications (collectively, “Communications”) about the services, the Websites and NRS. That is why we need you to consent to receive Communications electronically, and this section informs you of your rights when receiving these Communications from us. By accepting to this Agreement, you agree that electronic Communications shall be considered “in writing” and have the same meaning and effect as if provided in paper form, unless you have withdrawn your consent to receive Communications electronically as stated below. You agree that we have no obligation to provide you Communications in paper format, although we reserve the right to do so at any time. Unless otherwise required by applicable law, you authorize NRS to send or provide the following Communications by electronic means and not in paper format: (a) this Agreement and any amendments, modifications or supplements to it; (b) your service transactions; (c) any initial, periodic or other disclosures or notices provided in connection with the services, including those required by applicable law; (d) any customer service communications; and (e) any other communication related to the Websites, the services, a transaction you make or NRS. Electronic means may include email, SMS/MMS, in-app messages including push notifications, text, website chat with customer service, or posting on the Websites. Message and data rates may apply when you receive SMS/MMS, text or push notification messages on your mobile phone. You may withdraw your consent to receive all Communications electronically (except for in-app messages from NRS) at any time. In order to access and retain Communications, you must have: (i) an Internet browser that supports 128-bit encryption, (ii) a mobile number and the capability to receive messages from or on behalf of NRS, and (iii) a device and data or Internet connection capable of supporting the foregoing. You will also need a valid email address, sufficient storage space to save Communications or the capability to print the Communications from the device on which you view them. If you withdraw your consent, the legal validity and enforceability of prior Communications delivered in electronic form will not be affected.
7.2 Consent to Receive Certain Messages. NRS uses SMS/MMS messages (including text messages), telephone calls (including prerecorded and artificial voice and autodialed calls), and in-app messages (including push notifications) to contact our users with service-related information or questions about the use of our services. You consent to receive these types of messages and telephone calls from us, our agents, representatives, affiliates or anyone calling on our behalf at the specific numbers you have provided to us and represent that the telephone numbers you have provided to us are your contact numbers and not someone else’s. Your consent to receive these types of messages and calls includes both informational and marketing messages and calls. Your consent is specific to the phone numbers you provide to us to use the services. Message and data rates may apply when you receive SMS/MMS, text or push notification messages on your mobile phone. You may refuse to consent to receive calls and texts from NRS and its affiliates that require your consent, including autodialed, pre-recorded or artificial voice telemarketing calls. You may also withdraw your previously given consent to receive such calls and texts. Your ability to manage and use certain features of the services could be limited if you refuse or withdraw your consent to receive these messages and calls.
8. Use of the Websites
8.1 Lawful Use. You agree to use the Websites only for lawful purposes. You are prohibited from any use of the Websites that would constitute a violation of any applicable law, regulation, rule or ordinance of any nationality, state, or locality or of any international law or treaty, or that could give rise to any civil or criminal liability. Any unauthorized use of the Websites, including but not limited to unauthorized entry into NRS’s systems is strictly prohibited. NRS makes no claims concerning whether use of the Websites is appropriate outside of the United States. If you access the Websites from outside of the United States, you are solely responsible for ensuring compliance with the laws of your specific jurisdiction.
8.2 Restrictions on Use. You agree that the Websites are for your personal use with your devices only. You agree not to:
(a) rent, lease, lend, sell, sublicense, export, distribute or transfer the Websites to any third party;
(b) copy, decompile, reverse engineer, disassemble, attempt to derive the source code of, modify, or create derivative works of the Websites or any part thereof;
(c) remove, obscure or alter any copyright notices or other proprietary notices included in the Websites;
(d) use the Websites in violation of this Agreement or applicable law;
(e) use the Websites to send any unsolicited communications or any communication not permitted by applicable law;
(f) use any type of spider, virus, worm, trojan-horse, time bomb or any other codes or instructions that are designed to distort, delete, damage, emulate or disassemble the Websites;
(g) use the Websites to cause or intend to cause embarrassment or distress to, or to threaten, harass or invade the privacy of, any third party;
(h) use the Websites to submit or expose any third party to any material that infringes any third party’s intellectual property rights or violates the rights of any third party, or is offensive, defamatory, racist, pornographic, illegal, harmful to minors, indecent or is otherwise objectionable in NRS’s sole discretion;
(i) use the Websites in any way that (i) could damage, disable or overburden any NRS server or facility, or the networks connected to any NRS server or facility, (ii) interferes with any other party’s use and enjoyment of the Websites, or (iii) could damage NRS’s business, reputation or employees;
(j) use the Websites fraudulently, abuse the Websites or unfairly exploit or misuse any of our policies;
(k) intercept or monitor, damage or modify any communication which is not intended for you;
(l) use the Websites to collect or harvest any personally identifiable information, including account names; or
(m) use the Websites to provide commercial products or services to third parties.
8.3 Suspension and Maintenance. From time to time, NRS may need to perform maintenance on or upgrade the Websites or the underlying infrastructure that enables you to use the Websites. This may require NRS to temporarily suspend or limit your use of some or all of the Websites until such time as this maintenance and/or upgrade can be completed. You will not be entitled to claim damages for such suspension or limitation of use.
8.4 Feedback. You may choose to, or we may invite you to, submit comments or ideas about the Websites and our services, including without limitation about how to improve the services or our products (collectively, “Feedback”). By submitting any Feedback, you agree that your disclosure is gratuitous and without restriction, and will not place NRS under any fiduciary or other obligation, and that we are free to use your Feedback without any additional compensation to you, or to disclose your Feedback on a non-confidential basis or otherwise to anyone. You further acknowledge that, by acceptance of your submission, NRS does not waive any rights to use similar or related ideas previously known to NRS, or developed by its employees, or obtained from sources other than you. If you provide Feedback to NRS, you are granting NRS a royalty-free, world-wide, transferable, sub-licensable, perpetual, irrevocable license to use the information in the course of offering the Websites and our services. Furthermore, NRS retains the right to reformat, excerpt, or translate any information or materials submitted by you to NRS. NRS reserves the right at all times to disclose any information as it deems necessary to satisfy any applicable law, regulation, legal process or governmental request, or to edit, refuse to post or to remove or restrict any information or materials, in whole or in part, in NRS’s sole discretion.
8.5 NRS Actions. NRS reserves the right to take various actions against you if we believe you have engaged in activities restricted by this Agreement or by laws or regulations, and NRS also reserves the right to take action to protect NRS, other users, and other third parties from any liability, fees, fines, or penalties. We make take actions including, but not limited to: (a) updating information you have provided to us so that it is accurate; (b) limiting or completely closing your access to the Websites; (c) suspending or terminating your ability to use the Websites on a temporary or ongoing basis; (d) taking legal action against you; and/or (e) holding you liable for the amount of NRS’s damages caused by your violation of this Agreement.
9. General Provisions
9.1 No Warranties. The Websites, our services and products, and all information, content and material included in or made available to you through the Websites are provided by NRS “AS IS” and “AS AVAILABLE” with no warranties of any kind. You expressly agree that your use of the Websites and our services is at your sole risk. NRS does not make any warranties, claims or representations to you or to any third party, whether express, implied or statutory, regarding the Websites (or any content therein), our services, the platform and network services underlying our services or any NRS product associated with the services, including, without limitation, warranties or conditions of quality, performance, suitability, durability, title, non-infringement, merchantability, completeness of fitness for use for a particular purpose. All such warranties are hereby expressly excluded and disclaimed and you hereby waive and release NRS from all such warranties of any nature. Without limiting the foregoing, NRS makes no warranty or representation that the Websites will always be available, accessible, uninterrupted, timely, secure, accurate, complete or error free or free of viruses or other harmful components or that any defects will be corrected. NRS may choose not to provide the Websites in or to certain jurisdictions within the United States or other countries in its sole discretion. We do not authorize anyone, including but not limited to NRS agents and employees, to make any warranties on our behalf and you should not rely on any such statements. Because some jurisdictions do not permit the exclusion of certain warranties, these exclusions may not apply to you. For the purposes of this paragraph, “NRS” includes our parent companies, subsidiaries, successors and affiliates and all their respective directors, officers, agents, employees, licensors, and suppliers (including any payment card networks and payment processors). This provision will continue to remain in force after this Agreement expires or is terminated.
9.2 No Legal, Tax or Financial Advice; Alerts. NRS does not intend to provide you with any legal, tax or financial advice through the Websites. NRS encourages you to consult an accountant or other financial advisor before implementing any financial strategy or making financial decisions. NRS will make reasonable efforts to provide timely and accurate alerts to you, but you acknowledge and understand that alerts may be delayed or prevented for various reasons. NRS does not guarantee the delivery, accuracy or timeliness of alerts, and NRS shall not be liable for any errors in the delivery or content of an alert. NRS shall not be liable for any action you take, or do not take, in reliance on alerts.
9.3 Indemnification. You agree to indemnify, release and hold NRS harmless from any and all liabilities, losses, damages or claims of any kind resulting from or arising out of your (a) use of the Websites, and the content therein, other than as a result of our gross negligence, (b) breach of this Agreement or any document incorporated herein, (c) violation of another person’s or entity’s rights, and/or (d) any dispute or issue between you and a third party. This section will survive the expiration or termination of this Agreement. For the purposes of this paragraph, “NRS” includes our parent companies, subsidiaries, successors and affiliates and all their respective directors, officers, agents, employees, licensors, and suppliers (including any payment card networks and payment processors). New Jersey consumers and prospective consumers: this section is unenforceable or inapplicable to you.
9.4 Limitations of Liability. NRS is not liable to you or to any third party for any costs, liabilities or damages arising either directly or indirectly from any cause, action or claim relating to the Websites, our services or the network services underlying the services, including without limitation any personal injury, actual, incidental, consequential, exemplary, punitive, reliance or special damages, or for any claims for loss of revenue, lost profits, lost use, data, or goodwill or for lost business opportunities of any kind or nature whatsoever. These limitations apply even if the damages were foreseeable or we were told that they were possible, and these limitations apply whether the claim is based upon contract, tort, statute, fraud, misrepresentation, or any other legal or equitable theory. NRS is not liable for failures, outages, interruptions, equipment failures or acts or omissions of third parties regarding or related to the Websites. NRS will not be liable for any damages if the network services underlying the Websites are interrupted, or if there is a problem with the interconnection of the Websites with the service, products or equipment of some other party. This section will survive the expiration or termination of this Agreement. Because some jurisdictions do not permit these exclusions or limitations, NRS’s liability in such jurisdictions shall be limited to the extent permitted by law. New Jersey consumers and prospective consumers: this section is unenforceable or inapplicable to you. For the purposes of this paragraph, “NRS” includes our parent companies, subsidiaries, successors and affiliates and all their respective directors, officers, agents, employees, licensors, and suppliers (including any payment card networks and payment processors). Notwithstanding anything in this Agreement to the contrary and should any provision of this Agreement limiting NRS’s liability not be enforced, NRS’s total liability to you in connection with this Agreement shall not exceed in the aggregate $1,000.00 in all cases.
9.5 Acts Beyond Our Control. NRS will not liable or responsible for any failure in performance, loss or damage that it is due to any event beyond our reasonable control, including without limitation, pandemic, fire, explosion, power blackout, earthquake, volcanic action, flood, the weather elements, strike, embargo, labor disputes, civil or military authority, war, acts of God, acts or omissions of carriers or suppliers and acts of regulatory or governmental agencies.
9.6 Assignment. This Agreement is personal to you and you may not assign or transfer it or your rights or obligations to any other person without NRS’s prior consent. We can assign all or part of our rights or duties under this Agreement without prior notice. If we elect to make such an assignment, we will have no further obligations to you under this Agreement or in connection with your use of the Websites.
9.7 Notices. Any notice from NRS to you under this Agreement will be provided by one or more of the following: posting on the Websites, IVR message, SMS/MMS, in-app message including push notification, text, email or a call to a telephone number provided by you. You may contact NRS at the address and/or phone number listed below:
National Retail Solutions, Inc.
520 Broad Street
Newark, NJ 07102
Email: [email protected]
9.8 Governing Law. This Agreement will be governed by the laws of the State of New Jersey, United States, without regard to its choice of law rules, and those laws will apply no matter where you reside, or where you use the Websites.
9.9 Entire Agreement. This Agreement constitutes the entire agreement between you and NRS regarding the Websites and supersedes all prior agreements, understandings, statements or proposals, and representations, whether written or oral between you and NRS regarding the same. No written or oral statement, advertisement or service or product description not expressly contained in this Agreement or in the Websites will be allowed to contradict, explain, or supplement these terms. You acknowledge that you are not relying on any representations or statements made by NRS that is not included in this Agreement. If any part of this Agreement is found invalid, the rest of this Agreement will remain valid and enforceable, and the invalid provision shall automatically be replaced by a lawful provision with the same or similar intent. The failure by NRS to exercise, or delay in exercising, a legal right or remedy provided by this Agreement or by law shall not constitute a waiver of NRS’s right or remedy. If NRS waives a breach of this Agreement by you, the waiver shall not operate as a waiver of a subsequent breach by you.
9.10 Disputes; Arbitration. Please read this section carefully as it limits your rights if there is a dispute between us.
(a) Both you and NRS agree to waive our rights to sue in court and have disputes resolved in court by a judge or jury. Instead, each party agrees to first contact the other party with any dispute and to provide a written description of the problem and any proposed resolution. If we can’t resolve the dispute, then either party can submit the dispute to arbitration.
(b) You and NRS agree to resolve all disputes by arbitration, including any dispute as to the interpretation or application of this Section. Arbitration is a means of having an independent third party resolve a dispute. The rules of arbitration are different than the rules of a court. In an arbitration there is no judge or jury, but the arbitrator can award the same damages and relief and must honor the same limitations stated in this Agreement as a court would.
(c) The term dispute shall mean any and all claims, controversies and disputes between you (or persons claiming through you) and NRS (or any of its parent companies, subsidiaries, affiliates and successors) relating to or arising out of this Agreement, the Websites and/or the activities or relationships that involve, lead to, or result from this Agreement, including the validity or enforceability of this arbitration provision, any part thereof, or the entire Agreement. Claims are subject to arbitration regardless of whether they arise from: contract; tort (intentional or otherwise); federal or state law, statute or regulation; common law; principles of equity; or otherwise. Claims include matters arising as initial claims, counterclaims, cross-claims, third-party claims, or otherwise.
(d) Either you or NRS can request at any time that a dispute be submitted to arbitration. The arbitration will be conducted by the American Arbitration Association (“AAA”) under its rules, including the AAA’s Consumer Arbitration Rules, as such rules are modified by this Agreement. The AAA’s rules are available at www.adr.org or by calling 1-800-778-7879. You may choose to have the arbitration conducted by telephone, based solely on written submissions, or in person in Newark, New Jersey, Los Angeles, California or any other mutually agreed location. NRS shall pay all of the AAA filing, administration and arbitrator fees up to $7,000. Thereafter, NRS and you will divide equally all such fees and expenses of the arbitration. NRS shall not pay your travel expenses or your costs in preparing and presenting your case, including your legal fees. The decision of the arbitrator shall be final and may be entered and enforced in any court of competent jurisdiction.
(e) We each agree that any dispute resolution proceedings will be conducted only on an individual basis and not in a class, consolidated or representative action. You agree to waive your right to consolidate or combine your dispute with the disputes or claims of other consumers or customers, or to bring a claim on behalf of any other person or entity. You agree to waive your right to bring a dispute as a class action or as a private attorney general, and you agree to waive your right to act as a class representative or participate as a member of a class of claimants with respect to any dispute. Unless consented to in writing by all parties to the arbitration, an award in arbitration shall determine the rights and obligations of the named parties only, and only with respect to the disputes in arbitration, and shall not (i) determine the rights, obligations, or interests of anyone other than a named party, or resolve any dispute of anyone other than a named party; nor (ii) make an award for the benefit of, or against, anyone other than a named party. Notwithstanding the foregoing, we both agree that you or we may bring suit in court to enjoin infringement or other misuse of intellectual property rights.
(f) You can opt out of the provisions of this Section by sending a trackable letter to National Retail Solutions, Inc., 520 Broad Street, Newark, New Jersey 07102, Attn: Legal Department, indicating your desire to opt out of this Section. The letter must include your name and address and identify this specific Agreement. We must receive the letter within 60 days of your acceptance of this Agreement.
(g) The scope of this arbitration provision is to be given the broadest possible interpretation that is enforceable. This arbitration section shall survive the termination of this Agreement. If any portion of this arbitration section is deemed invalid or unenforceable, the remaining portions of this arbitration section shall nevertheless remain valid and in force. If there is a final judicial determination that applicable law precludes enforcement of this arbitration section’s limitations as to a particular claim for relief or particular term, then that claim (and only that claim) or that term (and only that term) must be severed from this arbitration section and may be brought in court. If this arbitration section is found not to apply to you or your dispute, you and NRS agree that any judicial proceeding (other than small claims actions) will be brought in the federal or state courts of New Jersey, and both you and NRS consent to venue and personal jurisdiction there. If for any reason a dispute proceeds in court rather than in arbitration we each waive any right to a jury trial.