Effective Date: October 1, 2024
1.1 These Terms of Service for Narmi Functions (the “Terms”) govern your creation, development, coding and use of Narmi Functions. “Narmi Functions” are serverless functions created by, on behalf of or for one or more financial institution clients of Narmi (“Clients”) for use on the Narmi Platform using custom code, pre-configured templates or marketplace solutions. Use of Narmi Functions enables Narmi’s Clients to seamlessly integrate 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”, “we” or “our”) and the Client agreeing to these Terms (“Client”, “you” or “your”), and are subject to and incorporate by reference the Master Service Agreement and any relevant Statement of Work, Purchase Order or other agreement that 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 any agreement with Narmi contemplating the development or use of Narmi Functions, 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 negotiated additional or special terms of the Agreement, such negotiated additional or special terms 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 a Party, where “control” means ownership of more than 50% of the voting interests of the subject entity.
2.2 “Self-Serve Narmi Function” means a Narmi Function that was coded, modified or developed by Client or on behalf of Client by one or more Third-Party Developers, for use in connection with the Narmi Platform. For the avoidance of doubt, this includes, but is not limited to, any Narmi Marketplace Function or Custom 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 “Custom Narmi Function” means a Narmi Function created by Narmi for Client pursuant to an Order Form or Statement of Work that is not a Marketplace Narmi Function.
2.5 “Marketplace Narmi Function” means a Standard Narmi Function or Premium Narmi Function created, coded or developed for Clients or their End Users by or on behalf of Narmi and described at: https://www.narmi.com/narmi-functions/marketplace. Where Narmi has subcontracted the whole or part of the development of any Narmi Function to one or more Third-Party Developers, such Narmi Function shall be considered a Marketplace Narmi Function.
2.6 “Narmi Functions Architecture” means the managed environment created by Narmi that permits the execution of custom tasks on demand in the cloud. This serverless Narmi Functions Architecture eliminates the need for Clients to manage the network, hardware, and operating system infrastructure typically involved with third-party integrations.
2.7 “Narmi Functions Service” comprises the Narmi Functions Architecture, Marketplace Narmi Functions, and Custom Narmi Functions.
2.8 “Third-Party Developer” means any person or entity other than Narmi or Client that creates, codes or develops a Narmi Function.
Pricing for the Narmi Functions Serviceis available at narmi.com/variable-pricing. Unless otherwise set forth in the Agreement, Clients shall be invoiced annually in advance for Narmi Functions on their Annual Payment Due Date and any variable costs associated with the Narmi Functions Service shall be deducted from Client’s Pre-Paid Variable Fees Deposit Amount.
3.2. Certain Narmi Functions may require payments from Client directly to third-party vendors, which Client hereby agrees to pay pursuant to the applicable terms and conditions, regardless of whether such terms and conditions are made available to or through Narmi.
4.1 Client represents and warrants that: (a) it owns all right, title and interest in and to any Self-Serve 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 Self-Serve Narmi Function for the purpose intended, (c) the Self-Serve 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 Self-Serve Narmi Function infringes the intellectual property or authorship or trade secret rights of any third party.
4.2 Client is solely responsible for paying any fees or other amounts owed to Third-Party Developer in connection with any Self-Serve Narmi Functions, and for complying with any additional requirements, terms or conditions set by such Third-Party Developer. If Client installs or uses a Self-Serve Narmi Function created by a Third-Party Developer, Client is receiving access to and the rights to use that Self-Serve Narmi Function from the Third-Party Developer, and not from Narmi. Client agrees that the Third-Party Developer, and not Narmi, is solely responsible for the operation and use of each such Self-Serve Narmi Function, and further agrees any and all remedies Client may have concerning Client’s use of such Self-Serve Narmi Function or the functionality or failure to function of such Self-Serve Narmi Function shall be solely against the Third-Party Developer, and not Narmi.
4.3 Client’s use of Self-Serve Narmi Functions is at Client’s sole risk. Narmi is making Self-Serve Narmi Functions available via the 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.
4.1 Self-Serve Narmi Functions Obligations.
4.1.1 With respect to the creation of any Self-Serve Narmi Function, Client shall be subject to and abide by, and, as applicable, shall ensure that any Third-Party Developers engaged by Client to create all or part of a Self-Serve Narmi Function on behalf of Client shall be subject to and abide by, the Narmi Developer Agreement, available at https://www.narmi.com/policies/developer-terms-conditions. Client further agrees that, if Client engages a Third-Party Developer to create all or part of a Self-Serve Narmi Function, Client will ensure such Third-Party Developer will adhere to those portions of these Terms relevant to the development of Self-Serve Narmi Functions.
4.1.2 Client is solely responsible for ensuring that all Self-Serve Narmi Functions uploaded to the Narmi Functions Service operate as intended and are free of all defects and security vulnerabilities. If any dependencies or libraries external to the Narmi Platform are defined in the code, Client is responsible for updating them. When a runtime is deprecated, Client is responsible for migrating functions to a supported runtime.
4.1.3 Client is solely responsible for ensuring that all Self-Serve Narmi Functions, and that all data collected, stored and used in connection with any Narmi Function, and all data collection and storage methods and procedures used in connection with each Self-Serve Narmi Function: (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.
4.1.4 Client is solely responsible for configuring each Self-Serve Narmi Function, including whether the Self-Serve Narmi Function has a URL, the maximum concurrency allocated to the Self-Serve Narmi Function, the environment variables, and which users have access to the Self-Serve Narmi Function.
4.1.5 Client is solely responsible for ensuring all secrets in the Self-Serve Narmi Function are set as secret environment variables and that these environment variables are never logged or returned by the Self-Serve Narmi Function. Furthermore, the Client is responsible for rotating these secrets as needed.
5.1 Narmi is not responsible to Client for conducting any bug fixes, new versions, or modification to Self-Serve 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 From time to time, Narmi may check with remote servers (hosted by Narmi or by third parties) for available updates to all 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.
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 Marketplace Narmi Function or Custom 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.
The Parties agree that, by their nature, Narmi Functions are not material to the functionality of the Narmi Platform, and that, as such, Service Levels and Service Credits shall not apply with respect to the operation or non-operation of Narmi Functions. Notwithstanding the foregoing, general customer service hours shall apply to all paid Narmi Functions, and Narmi shall use reasonable business efforts to ensure the operation of all paid Narmi Functions.
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 Self-Serve Narmi Function that Client uploads to the Narmi Function Architecture for use by: (a) Client and its Affiliates, and (b) any other Clients or Third-Party Developers as may be agreed upon by Client in writing.
8.2 Narmi shall own all right, title and interest in and to any and all Marketplace Narmi Functions and Custom Narmi Functions. Narmi grants to Client for the duration of these Terms a non-exclusive worldwide right to use any fully paid Marketplace Narmi Functions and Custom Functions solely for the purposes for which they are intended and in accordance with relevant documentation or specifications. Client shall take no steps or actions to assert ownership rights in or to any Marketplace Narmi Functions and Custom Narmi Functions, or rights in any patents, trademarks or other intellectual property associated with the Marketplace Narmi Functions or Custom Narmi Functions.
In addition to whatever other remedies Narmi may have available, in the event a Self-Serve 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 ARISING OUT OF OR RESULTING FROM A SELF-SERVE NARMI FUNCTION; 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 NARMI FUNCTIONS SERVICE; (iv) UNAUTHORIZED ACCESS TO OR ALTERATIONS OF CLIENT’S TRANSMISSIONS OR DATA; (v) STATEMENTS OR CONDUCT OF ANY THIRD PARTY; (vi) THE EFFECTS OF SELF-SERVE NARMI FUNCTIONS ON THE NARMI PLATFORM; (vii) ANY OTHER USER INTERACTIONS THAT CLIENT INPUTS OR RECEIVE THROUGH YOUR USE OF NARMI FUNCTIONS, OR (viii) 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 Self-Serve Narmi Function infringes or misappropriates the intellectual property rights or trade secrets of any third party, (c) a Self-Serve 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.
