Last Updated: March 21, 2023
1.1 This Terms of Service for Narmi Functions (the “Terms”) governs your creation, development, coding and use of Narmi Functions. “Narmi Functions” are serverless functions created by or on behalf of financial institutions for use on the Narmi Platform using custom code, pre-configured templates or marketplace solutions. Use of Narmi Functions enables the financial institution or a third-party to seamlessly create integrations with Narmi’s API, leverage webhooks for event driven integrations, create Narmi Application Framework apps, or schedule back-office automation.
1.2 These Terms operate as a legally binding agreement between Narmi, Inc, (“Narmi”) and the party agreeing to those terms (the “Client”), and are subject to any Master Service Agreement, Statement of Work, Purchase Order or other agreement the Client has with Narmi (collectively the “Agreement”). These Terms shall be effective on the earliest of the date when: (a) Client or its representative clicks a button indicating its agreement to these Terms, (b) Client enters into the Agreement with Narmi, or (c) Client begins use of Narmi Functions. All capitalized terms not defined in these Terms shall have the definition appearing in the Agreement. In the event of a conflict between these Terms and any other portion of the Agreement, the other portion of the Agreement shall apply. If you do not understand or accept these Terms, or any part of the Terms, then you may not use Narmi Functions.
1.3 These Terms are subject to change. If these Terms change, we will let you know at least thirty (30) days in advance of such changes becoming effective by posting a notice on the Narmi Functions service or sending an email to Client’s admin user’s email address as specified in the Narmi Staff Portal. Client's continued use of Narmi Functions following our notice of changes to these Terms (or other method of legal acceptance) means you accept such changes. Please refer to the “Last Updated” date above to see when these Terms were last updated.
2.1 “Affiliate” means any entity that controls, is controlled by, or is under common control with the Third-Party Provider or the Client entity agreeing to these terms, where “control” means ownership of more than 50% of the voting interests of the subject entity.
2.2 “Client-Created Narmi Function” shall mean a Narmi Function that was coded, modified or developed by Client or on behalf of Client by one or more employees, contractors, developers, vendors, or other third parties, for use in connection with the Narmi Platform. For the avoidance of doubt, this includes, but is not limited to, a Narmi-Created Narmi Function or Third Party-Created Narmi Function modified by or on behalf of Client.
2.3 “Client Data” means all information that Client or its authorized end users upload or otherwise deliver to Narmi in connection with Client’s or its authorized end user’s use of any services being provided by Narmi, including without limitation Narmi Functions.
2.4 “Narmi-Created Narmi Function” shall mean a Narmi Function that was created, coded or developed solely by Narmi or on behalf of Narmi by a Third-Party Provider.
2.5 “Third Party-Created Narmi Function” shall mean a Narmi Function created, coded or developed solely by a Third-Party Provider.
2.6 “Third-Party Provider” shall mean any person or entity other than Narmi or Client that creates, codes or develops either a Third Party-Created Narmi Function or a Narmi-Created Narmi Function.
Pricing for Narmi Functions is available at narmi.com/variable-pricing. Client’s shall be invoiced for Narmi Functions as set forth in the Agreement. Certain Narmi Functions may require additional payments by Client to third-party vendors or creators of Narmi Functions, which Client hereby agrees to pay pursuant to said vendors’ terms and conditions.
4.1 Client is solely responsible for ensuring that all Client-Created Narmi Functions uploaded to the Narmi Function service functions as intended and is free of all defects and security vulnerabilities. If any additional dependencies or libraries are defined in the code, the Client is responsible for updating them. When a runtime is deprecated, the Client is responsible for migrating functions to a supported runtime.
4.2 Client is solely responsible for ensuring that all Client-Created Narmi Functions uploaded to the Narmi Function service, all data collected, stored and used in connection with the Narmi Functions, and all data collection and storage methods and procedures used in connection with Narmi Functions: (a) complies with all applicable data privacy and security laws, rules and regulations; and (b) provides sufficient functionality so that Narmi may comply with all applicable data privacy and security laws, rules and regulations.
4.3 Client is solely responsible for configuring the Narmi Function including, but not limited to, whether the Narmi Function has a URL, the maximum concurrency allocated to the Narmi Function, the environment variables, and which users have access to the Narmi Function.
4.4 Client is solely responsible for ensuring all secrets in the Narmi Function are set as secret environment variables and that these environment variables are never logged or returned by the Narmi Function. Furthermore, the Client is responsible for rotating these secrets as needed.
4.5 Client is solely responsible for paying any fees or other amounts owed to Third Party Providers in connection with any Third Party-Created Narmi Functions, and for complying with any additional requirements, terms or conditions set by those Third Party Providers. If Client installs or uses a Third Party-Created Narmi Function, Client is receiving access to and the rights to use that Third Party-Created Narmi Function from the Third Party Provider, and not from Narmi. Client agrees that the Third Party Provider, and not Narmi, is solely responsible for the operation and use of the Third Party-Created Narmi Function, and further agrees any and all remedies Client may have concerning Client’s use of Third Party-Created Narmi Functions or the functionality or failure to function of such Third Party-Created Narmi Functions shall be solely against the Third Party Provider, and not Narmi.
4.6 Client represents and warrants that: (a) it owns all right, title and interest in and to any Client-Created Narmi Functions uploaded to the Narmi Function service, (b) it has the full right, power and authority to grant Narmi the rights and permissions necessary to use, host and operate the Client-Created Narmi Function for the purpose intended, (c) the Client-Created Narmi Function and Narmi’s use, copying and hosting of it shall not infringe the intellectual property or authorship rights of any third party, and (d) Client is unaware of any actual or pending claim asserted by a third party claiming that the Client-Created Narmi Function infringes the intellectual property or authorship or trade secret rights of any third party.
4.7 Client’s use of Client-Created Narmi Functions and Third Party-Created Narmi Functions is at Client’s sole risk. Narmi is making Client-Created Narmi Functions and Third Party-Created Narmi Functions available via its Narmi Functions service “AS IS” and “AS AVAILABLE,” with express disclaimer of any other warranties, express or implied, including without limitation fitness for a particular purpose and noninfringement, to the fullest extent permitted by applicable law.
5.1 Narmi is not responsible to Client for conducting any bug fixes, new versions, or modification to Client-Created Narmi Functions or Third Party-Created Narmi Functions.
5.2 Narmi shall have the right to refuse to install or upload, disable, suspend or permanently discontinue availability of any Narmi Function for good cause.
5.3 Unless and to the extent not expressly stated otherwise in these Terms, Narmi-Created Narmi Functions shall be subject to the same warranties and service levels as set forth in the Agreement.
5.4 From time to time, Narmi may check with remote servers (hosted by Narmi or by third parties) for available updates to Client-Created Narmi Functions, Narmi-Created Narmi Functions, or Third Party-Created Narmi Functions, including but not limited to bug fixes or enhanced functionality. Client agrees that such updates may be automatically requested, downloaded, and installed without further notice to Client.
6.1 Client shall use Narmi Functions solely for their intended purpose and in accordance with any documentation created or provided for the Narmi Functions service or that Narmi Function.
6.2 Client shall not introduce any virus, worm, trojan horse, or any other form of malware or security defect or vulnerability either into a Narmi Function or via a Narmi Function.
6.3 Client shall not reverse engineer any Narmi Function, or disable, modify, debug or create a new version of any feature of a Narmi-Created Narmi Function without Narmi’s prior written consent.
6.4 Client shall not use Narmi Functions in any jurisdiction for unlawful, obscene, offensive or fraudulent content or activity, such as advocating or causing harm, interfering with or violating the integrity or security of a network or system, evading filters, sending unsolicited, abusive, or deceptive messages, viruses or harmful code, or violating third party rights.
6.5 Client shall not use bandwidth that is determined by Narmi in its sole discretion to be significantly excessive.
In addition to any Service Level Agreement (”SLA”) exclusions defined in the Agreement, the SLA does not apply to any unavailability, suspension or termination of any Narmi Function, or any other Narmi Function performance issues that result from: (a) any voluntary actions or inactions from Client; (b) Client not following the best practices described in the Narmi Functions documentation at help.narmi.com; (c) Client’s equipment, software or other technology; (d) any defect or vulnerability in the Narmi Function code or Narmi’s suspension or termination of your right to use Narmi Functions in accordance with the Agreement.
8.1 Client grants to Narmi for the duration of these Terms a non-exclusive, worldwide, royalty free and fully paid license to use, reproduce, and distribute any Client-Created Narmi Function Client uploads to the Narmi Function service.
8.2 Narmi shall own all right, title and interest in and to any and all Narmi-Created Narmi Functions. Narmi grants to Client for the duration of these Terms a non-exclusive worldwide right to use Narmi-Created Narmi Functions solely for the purposes for which they are intended and in accordance with any documentation or specifications. Client shall take no steps or actions to assert ownership rights in or to any Narmi-Created Narmi Functions, or rights in any trademarks or other intellectual property associated with the Narmi-Created Narmi Functions or Third Party-Created Narmi Functions.
8.3 Narmi warrants and represents that: (a) it has the full right, power and authority to grant Client the rights and permissions necessary to use Third Party-Created Narmi Function for the purposes intended as set forth in relevant documentation and specifications, and (b) Narmi is unaware of any actual or pending claim asserted by a third party claiming that any Third Party-Created Narmi Function infringes the intellectual property or authorship or trade secret rights of any third party
In addition to whatever other remedies Narmi may have available, in the event a Client-Created Narmi Function introduces a defect or security vulnerability that results in a breach of data security, Client shall be solely responsible for all costs, fees and fines that may be incurred in connection with remediation of the breach.
IN NO EVENT WILL NARMI BE LIABLE UNDER OR IN CONNECTION WITH THIS AGREEMENT UNDER ANY LEGAL OR EQUITABLE THEORY, INCLUDING BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY, AND OTHERWISE, FOR ANY: (a) CONSEQUENTIAL, INCIDENTAL, INDIRECT, EXEMPLARY, SPECIAL, ENHANCED, OR PUNITIVE DAMAGES; (b) INCREASED COSTS, DIMINUTION IN VALUE OR LOST BUSINESS, PRODUCTION, REVENUES, OR PROFITS; (c) LOSS OF GOODWILL OR REPUTATION; (d) USE, INABILITY TO USE, LOSS, INTERRUPTION, DELAY, OR RECOVERY OF ANY DATA, OR BREACH OF DATA OR SYSTEM SECURITY; OR (e) COST OF REPLACEMENT GOODS OR SERVICES, ARISING OUT OF, OR IN CONNECTION WITH (i) CLIENT’S USE OR INABILITY TO USE ANY NARMI FUNCTIONS, (ii) ANY MODIFICATION, PRICE CHANGE, SUSPENSION OR DISCONTINUANCE OF ANY NARMI FUNCTIONS; (iii) NARMI FUNCTIONS GENERALLY OR THE SOFTWARE OR SYSTEMS THAT MAKE NARMI FUNCTIONS AVAILABLE; (iv) UNAUTHORIZED ACCESS TO OR ALTERATIONS OF CLIENT’S TRANSMISSIONS OR DATA, (v) STATEMENTS OR CONDUCT OF ANY THIRD PARTY, CLIENT-CREATED NARMI FUNCTIONS ON NARMI; (vi) ANY OTHER USER INTERACTIONS THAT YOU INPUT OR RECEIVE THROUGH YOUR USE OF NARMI FUNCTIONS, OR (vii) ANY OTHER MATTER RELATING TO NARMI FUNCTIONS, IN EACH CASE REGARDLESS OF WHETHER CLIENT WAS ADVISED OF THE POSSIBILITY OF SUCH LOSSES OR DAMAGES OR SUCH LOSSES OR DAMAGES WERE OTHERWISE FORESEEABLE.
11.1 Client shall defend, indemnify, and hold harmless Narmi and its officers, directors, employees and agents from and against all claims, damages, liabilities, losses and expenses (including reasonable attorneys’ and expert fees) arising out of any claim by a third party to the extent such claim alleges that: (a) Client has breached any of its obligations, representations or warranties under these Terms, (b) a Client-Created Narmi Function infringes or misappropriates the intellectual property rights or trade secrets of any third party, (c) Client or a Client-Created Narmi Function has resulted in a violation of any third party’s rights to privacy or rights under any applicable law, rule or regulation regarding the use of personal information, personally identifiable information, or other data that is subject to privacy protection.
11.2 Narmi (“Indemnitee”) shall provide detailed written notice to Client (“Indemnitor”) promptly after learning of the claim, and Indemnitor shall not be obligated to indemnify to the extent it is materially prejudiced by any delay in such notice. Indemnitor shall have the right to assume control of the defense and settlement of the claim, in which case Indemnitee (a) shall provide reasonable assistance at Indemnitor’s reasonable expense and (b) may retain additional counsel at Indemnitee’s own expense. Indemnitor shall not settle a claim on behalf of Indemnitee without Indemnitee’s prior written consent, which shall not unreasonably be withheld.
