FusionFabric.cloud Developer Sandbox Terms and Conditions

Finastra FusionFabric.cloud Sandbox Developer Terms & Conditions (version 1.1)

PLEASE READ THESE TERMS CAREFULLY

These FusionFabric.cloud Sandbox Developer Terms & Conditions ("Agreement") FORM A LEGAL AGREEMENT BETWEEN the entity or person named in the sign-up form (“YOU”) AND Finastra. “Finastra” refers to the relevant entity as set out in clause 17 depending on where you are domiciled. IF YOU ARE USING FUSIONFABRIC.CLOUD FOR A COMPANY OR OTHER LEGAL ENTITY OR ENTER INTO THIS AGREEMENT ON BEHALF OF A COMPANY OR OTHER LEGAL ENTITY, YOU REPRESENT THAT YOU HAVE THE AUTHORITY TO BIND SUCH ENTITY AND ITS AFFILIATES TO THESE TERMS AND CONDITIONS, IN WHICH CASE THE TERM "YOU” SHALL REFER TO SUCH ENTITY.

THIS AGREEMENT PROVIDES USE OF SANDBOX ENVIRONMENT(S) and certain tools on FusionFabric.cloud FOR DEVELOPMENT PURPOSES ONLY. this agreement does not allow you to use FusionFabric.cloud in production or for the processing of any data OTHER THAN DUMMY DATA PROVIDED BY FINASTRA. if you wish to use FusionFabric.cloud For any use in production you will need to enter into an agreement with finastra on the basis of the DEVELOPER TERMS (https://www.fusionfabric.cloud/developer-terms-and-conditions).

BY CLICKING the agreement checkBOX, or otherwise electronically indicating acceptance or by ACCESSING FUSIONFABRIC.CLOUD, YOU AGREE TO THE TERMS OF THIS AGREEMENT. if you do not agree to the terms of this agreement, then finastra is unwilling to allow you to access FUSIONFABRIC.CLOUD and you must immediately cease such access.

1. Definitions

Acceptable Use Policy – means the then-current version of the Acceptable Use Policy posted on FusionFabric.cloud which may currently be found at https://www.fusionfabric.cloud/acceptable-use-policy.
App – means a software application or component by You, including its code, libraries, and documentation, for the purpose of interfacing with the Finastra Software or otherwise processing and exchanging data with the Finastra Software.
Applicable Law(s) – means all regional, national and international laws, rules, regulations, standards and directions, including those imposed by any governmental or regulatory authority and all applicable industry standards and standards determined by any self-regulatory body which apply from time to time to the person or activity in the circumstances in question.
Developer Documentation – means the then current version of the Developer Portal Documentation posted on FusionFabric.cloud.
Finastra Software – means software created or licensed by Finastra which Finastra provides to its customers, including Users, whether on an on-premises or a hosted basis or otherwise.
FusionFabric.cloud – means the online platform operated by Finastra through which development partners can access the PAAS Services.
Intellectual Property Rights – means patents, utility models, rights to inventions, copyright and neighboring and related rights, moral rights, trademarks and service marks, business names and domain names, rights in get-up and trade dress, goodwill and the right to sue for passing off or unfair competition, rights in designs, rights in computer software, database rights, rights to use, and protect the confidentiality of, confidential information (including know-how and trade secrets) and all other intellectual property rights, in each case whether registered or unregistered and including all applications and rights to apply for and be granted, renewals or extensions of, and rights to claim priority from, such rights and all similar or equivalent rights or forms of protection which subsist or will subsist now or in the future in any part of the world.
PAAS Services – means the computer systems, capabilities, data and services provided by Finastra to You on FusionFabric.cloud in accordance with this Agreement.
Party - means You or Finastra individually. Parties means You and Finastra collectively.
Personal Data - means any information protected under any applicable data protection laws and in any event information protected under Regulation (EU) 2016/679 (GDPR), the California Consumer Privacy Act (CCPA) and the data protection laws of Switzerland and the United Kingdom.
Term – has the meaning given in clause 11.
User - means a licensee of Finastra Software who has been provided access to FUSIONFABRIC.CLOUD by Finastra for the purposes of using Apps.

2. Onboarding. You complete the Sign-Up section on FUSIONFABRIC.CLOUD for consideration by Finastra. Upon acceptance by Finastra (at its sole discretion), Finastra creates user accounts personal to You and issues log-in details. Upon receipt of login details, You are granted the licenses and access rights set out herein for the duration of the Term.

3. Finastra’s license to You
3.1. Subject to clause 5 below, Finastra grants You during the Term the right to access and use the PAAS Services and the Developer Documentation, including any data provided solely for the purpose of internally developing Apps.
3.2. Any licenses and access rights granted by Finastra to You hereunder shall be limited, non-exclusive, personal, revocable, non-sublicensable and non-transferable.

4. Your license to Finastra. You hereby grant Finastra a royalty-free, worldwide, sub-licensable and transferable, license to access the App to provide the PAAS Services.

5. Restrictions
In no event shall You do (or permit others to do) any of the following:
5.1. Use the PAAS Services to link the App to any production system or otherwise use the PAAS Services in conjunction with any production system; or
5.2. Use the PAAS Services to process any production data, personal data, or any other data than anonymized dummy data provided by Finastra; or
5.3. Make the PAAS Services available to, or use the PAAS Services for the benefit of anyone else than You; or
5.4. sell, resell, license, sublicense, distribute, rent or lease any part of the PAAS Services to any User or other third-party; or include any part of the PAAS Services in a service bureau, time-sharing, or equivalent offering; or
5.5. create Internet “links” to the PAAS Services, or “frame” or “mirror” it on any other server or wireless or Internet-based device; or
5.6. reverse engineer any part of the PAAS Services; or
5.7. modify or make derivative works based upon the PAAS Services; or
5.8. send or store any virus, worm, time bomb, Trojan horse or other harmful or malicious code, file, script, agent or programs; or
5.9. remove or modify any program markings or any notice of Finastra’s or Finastra’s licensors’ proprietary rights; or
5.10. make any statements that either You or Your App, product or service is “certified” or otherwise endorsed by Finastra, or that its performance is guaranteed, by Finastra; or
5.11. use any of the benefits provided under this Agreement in a way that misrepresents Your relationship with Finastra or is otherwise misleading or that reflects negatively on Finastra or may harm Finastra’ rights therein; or
5.12. modify in any way any Finastra’ trademarks and/or associated logos (e.g., by combining Your company or brand name with the Finastra logo; or
5.13. access FusionFabric.cloud for the purpose of: (i) building a competitive product or service; or (ii) building a product using similar ideas, features, functions or graphics of FusionFabric.cloud; or (iii) copying any ideas, features, functions or graphics of FusionFabric.cloud; or share data or content from FusionFabric.cloud or the PAAS Services with Finastra competitors.

6. Support
Any issues and questions in relation to the PAAS Services can be raised on the community section of FusionFabric.cloud. This is a public forum open to all development partners of Finastra and not disclose any non-public information. Finastra may in its own discretion remove entries from the community section.

7. Compliance
7.1. You shall comply with all Applicable Laws and shall not engage in any deceptive, misleading, illegal or unethical marketing activities. YOU SHALL AT ALL TIMES COMPLY WITH THE ACCEPTABLE USE POLICY AND ITS TERMS ARE HEREBY EXPRESSLY AGREED TO BE INCORPORATED AND MADE A PART OF THIS AGREEMENT.
7.2. The PAAS Services are or may become subject to export or import control or regulation by various countries (including the United States of America). You represent that neither it nor any of the Users or End Users to whom You provide the use of the App are entities restricted or prohibited by any applicable export control regulation (including that of the United States of America). You agree to comply with all applicable export and import laws and regulations (including those of the United States of America).
7.3. Each party will not, and will procure that none of its officers, employees, subcontractors or other persons acting on their  instructions or behalf will not, in connection with this Agreement, engage in any activity, practice or conduct which would (if engaged in by an English person) constitute an offence under sections 1, 2 or 6 of the U.K. Bribery Act 2010, or which would constitute an offence under the Foreign Corrupt Practices Act of the United States, and agrees to comply and procure compliance with each of them, as amended from time to time, and any similar local laws to the extent that they apply. You represent and warrant that none of Your officers are government officials, police officers or civil servants.

8. Confidentiality
8.1. “Confidential Information” means all information disclosed by a Party (“Disclosing Party”) to the other Party (“Receiving Party”), whether orally or in writing, that is designated as confidential or that should be reasonably understood to be confidential given the nature of the information and the circumstances of disclosure. Finastra’s Confidential Information includes, but is not limited to any content, tools, software, information, data or material made available on FusionFabric.cloud to registered developers only and any information regarding the operation or performance of FusionFabric.cloud. Your Confidential Information includes but is not limited to Your Apps, technology and technical information. Confidential Information does not include information that the Receiving Party can demonstrate: is, or becomes, generally available to the public other than as a result of an act or omission by the Receiving Party in breach of this Agreement,; the Disclosing Party discloses to a third party without restriction on further disclosure; is rightfully disclosed to the Receiving Party by a third party without restriction on disclosure; is independently developed by the Receiving Party without access to the Disclosing Party’s Confidential Information; or is previously known to the Receiving Party without nondisclosure obligations.
8.2. The Receiving Party agrees that it will hold the Disclosing Party’s Confidential Information in confidence and not disclose to any third party without the Disclosing Party’s prior written consent, except as authorized in the Agreement.
8.3. The Receiving Party shall take all reasonable steps to ensure that the Disclosing Party’s Confidential Information to which it has access is not disclosed or distributed by its employees or agents in violation of the terms of this Agreement.
8.4. The Receiving Party may disclose Confidential Information to the extent such Confidential Information is required to be disclosed by law, by any governmental or other regulatory authority or by a court or other authority of competent jurisdiction, provided that, to the extent it is legally permitted to do so, it gives the Disclosing Party as much notice of such disclosure as possible and, where notice of disclosure is not prohibited and is given in accordance with this clause 8.4, it takes into account the reasonable requests of the other party in relation to the content of such disclosure

9. Intellectual Property
9.1. Subject to the limited licenses set forth in this Agreement, nothing in this Agreement transfers or assigns to Finastra any of Your Intellectual Property Rights in any App (including without limitation any code developed by You using the PAAS Services) or Your other technology, products or services.
9.2. Nothing in this Agreement transfers or assigns to You any of Finastra’s Intellectual Property Rights in the PAAS Services, including any APIs, or any derivatives thereof, the Finastra Software, or Finastra’s other technology, products or services.
9.3. You agree that You have no right, title or interest in or to the PAAS Services, except as expressly granted by Finastra herein, and You shall not directly or indirectly, sell, lease, license, lend, assign, transfer or otherwise charge or encumber any part of the PAAS Services or any modified form thereof.

10. Competitive applications
Partner acknowledges that Finastra and other parties using the PAAS Services may develop and publish applications or provide services that are similar to or otherwise compete with the Partner’s applications, products or services.

11. Term and Termination
11.1. The Term shall be from the date Finastra accepts Your application to FusionFabric.cloud (see clause 2) to the date this Agreement is terminated in accordance with this clause 11.
11.2. You may terminate this Agreement at any time at Your sole discretion upon written notice to Finastra.
11.3. Finastra may suspend or terminate this Agreement at any time at its sole discretion.
11.4. Upon termination You shall cease to use the PAAS Services including all materials, software and documentation and return all copies immediately on expiration or termination of this Agreement; any rights, remedies, obligations or liabilities of the parties that have accrued up to the date of termination, including the right to claim damages in respect of any breach of the Agreement which existed at or before the date of termination shall not be affected or prejudiced.
11.5 Clauses 1, 5, 6, 7, 8, 9, 10, 12, 13, 14, 15, 16, 17, 18, 19, 20, 21 and this clause 11 and other provisions which are necessary for the interpretation or enforcement of this Agreement shall continue in force.

12. Data
12.1. You warrant and represent that You do not process or store any Personal Data on FusionFabric.cloud. 
12.2 In order to provide the PAAS Services Finastra will collect and use certain Personal Data of You in accordance with its privacy policy currently located at https://www.finastra.com/privacy-policy.
12.3. With regards to any data You upload or enter in FusionFabric.cloud, or any telemetric data derived from Your use of FusionFabric.Cloud, Finastra shall have a perpetual, irrevocable, worldwide right to (i) de-identify, anonymize, pseudonymize, aggregate or otherwise convert such data into blind data (collectively, the “De-identified Data”); and to (ii) use, sell or disclose De-identified Data for product improvement and development, benchmarking, analytics and insights, or any other lawful purpose, as long as such De-identified Data does not directly identify the User or any particular data subject.

13. DISCLAIMER OF WARRANTIES
13.1. FINASTRA OFFERS THE PAAS SERVICES ON AN "AS IS" AND "AS AVAILABLE" BASIS AND DOES NOT ACCEPT RESPONSIBILITY OR LIABILITY FOR ANY USE OF OR RELIANCE ON THE PAAS SERVICES, OR FOR ANY DISRUPTIONS TO OR DELAY IN THE PROVISION OF THE PAAS SERVICES.
13.2. FINASTRA MAKES NO EXPRESS WARRANTIES OR REPRESENTATIONS AS TO THE QUALITY AND ACCURACY OF THE PAAS SERVICES, AND FINASTRA DISCLAIMS ANY IMPLIED WARRANTIES AND REPRESENTATIONS TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW. FURTHERMORE, FINASTRA AND ITS THIRD PARTY PROVIDERS, LICENSORS, DISTRIBUTORS AND SUPPLIERS (COLLECTIVELY, SUPPLIERS") DO NOT MAKE ANY REPRESENTATIONS AS TO THE ACCURACY, TIMELINESS, COMPREHENSIVENESS, COMPLETENESS, QUALITY, RELIABILITY, MERCHANTABILITY, CURRENCY, ERROR-FREE NATURE, COMPATIBILITY, SECURITY, DATA LOSS, NON-INTERFERENCE WITH OR NON-INFRINGEMENT OF ANY INTELLECTUAL PROPERTY RIGHTS, OR FITNESS FOR A PARTICULAR PURPOSE OF THE PAAS SERVICES TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW.
13.3. IF THE APPLICABLE LAW DOES NOT ALLOW THE EXCLUSION OF SOME OR ALL OF THE ABOVE WARRANTIES TO APPLY TO USER, THE ABOVE EXCLUSIONS WILL APPLY TO USER TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW.

14. LIABILITY
14.1. NOTHING SHALL LIMIT OR EXCLUDE LIABILITY FOR FRAUD OR FOR DEATH OR PERSONAL INJURY CAUSED BY NEGLIGENCE OR ANY OTHER LIABILITY WHICH CANNOT BE LIMITED OR EXCLUDED BY LAW.
14.2. SUBJECT TO CLAUSE 14.1, UNDER NO CIRCUMSTANCES SHALL FINASTRA BE LIABLE (REGARDLESS OF THE BASIS OF LIABILITY INCLUDING WITHOUT LIMITATION AS A RESULT OF BREACH OF  CONTRACT, NEGLIGENCE OR ANY OTHER TORT, UNDER STATUTE OR OTHERWISE) FOR: (i) LOSS OF PROFITS, LOSS OF BUSINESS, LOSS OF REVENUE OR EARNINGS, LOSS OF CONTRACTS, LOSS OF GOODWILL, LOSS OF ANTICIPATED SAVINGS, WASTED MANAGEMENT, STAFF, OPERATION OR OTHER TIME, OR LOSS OF DATA, OR LOSS OF USE OR VALUE OF OR DAMAGE TO DATA (REGARDLESS OF WHETHER THE FOREGOING LOSSES ARE DIRECT OR INDIRECT); OR (ii) ANY INDIRECT OR CONSEQUENTIAL OR INCIDENTAL, OR PUNITIVE OR SPECIAL LOSS OR DAMAGES.
14.3. SUBJECT TO CLAUSES 14.1 AND 14.2, FINASTRA’S AGGREGATE LIABILITY UNDER OR IN RELATION TO THIS AGREEMENT OR THE RELATIONSHIP ESTABLISHED THEREBY (REGARDLESS OF THE BASIS OF LIABILITY, INCLUDING WITHOUT LIMITATION AS A RESULT OF BREACH OF CONTRACT, NEGLIGENCE OR ANY OTHER TORT, UNDER STATUTE OR OTHERWISE) SHALL NOT EXCEED ONE HUNDRED DOLLARS (US$100.00).
14.4. THE LIMITATIONS AND EXCLUSIONS OF WARRANTIES AND LIABILITIES IN CLAUSE 13 AND THIS CLAUSE 14 APPLY EVEN IF THE REMEDY PROVIDED DOES NOT FULLY COMPENSATE YOU FOR ANY LOSSES OR FAILS OF ITS ESSENTIAL PURPOSE, AND EVEN IF FINASTRA KNEW OR SHOULD HAVE KNOWN ABOUT THE POSSIBILITY OF SUCH DAMAGES AND APPLY EVEN IF ANY LIMITED REMEDY SPECIFIED IN THIS AGREEMENT ARE FOUND TO HAVE FAILED OF ITS ESSENTIAL PURPOSE.

15. INDEMNITY
You shall defend, indemnify and hold harmless Finastra and all Finastra affiliates, and their directors, officers, employees and agents, (each a “Finastra Indemnified Party”), FROM ALL LOSSES, DAMAGES, FINES, PENALTIES, COSTS AND EXPENSES (INCLUDING WITHOUT LIMITATION REASONABLE ATTORNEY'S FEES) INCURRED OR SUFFERED BY FINASTRA INDEMNIFIED PARTY AS A RESULT OF: (I) YOUR USE OF THE SERVICES; (II) BREACH OF ANY OF THE TERMS OF THIS AGREEMENT OR APPLICABLE LAWS BY YOU; (III) YOUR INFRINGEMENT OF ANY INTELLECTUAL PROPERTY RIGHTS OR ANY OTHER RIGHTS OF THIRD PARTIES; AND/OR (IV) FRAUD COMMITTED BY YOU OR FRAUDULENT MISREPRESENTATION MADE BY YOU.

16. Notices. All notices shall be in writing in the English language and addressed to the relevant party’s then current registered office or last known place of business marked for the attention of the ‘General Counsel’. Notices delivered by recorded delivery shall be deemed served three days after posting.

17. Parties, Governing Law and Jurisdiction. The Finastra entity that You are contracting with under this Agreement, the governing law in any lawsuit arising out of or in connection with this Agreement, and the applicable jurisdiction is as set out in the table below, depending on where You are domiciled. Each Party agrees to the applicable governing law without regard to choice or conflicts of law rules and to the exclusive jurisdiction of the applicable courts set out in the table below.

Your country

Finastra Contracting Entity

Governing Law

Jurisdiction

A country in the Americas, including the United States of America, Mexico, South or Central America or the Caribbean

Finastra Technology, Inc
285 Madison Avenue, 4th floor
New York NY 10017
United States

New York

State and Federal Courts located in New York, New York

A country in Europe, the Middle East or in Africa

Finastra International Limited
Four Kingdom Street, Paddington
London W2 6BD United Kingdom

England and Wales

Courts of England and Wales

Canada

Misys International Banking Systems Limited
2800 Park Place, 666 Burrard Street
Vancouver BC V6C 2Z7, Canada

Ontario and controlling Canadian federal law

The appropriate provincial or federal courts of Toronto, Ontario, Canada

A country in Asia or in the Pacific region, excluding Australia and New Zealand

Finastra International Financial Systems Pte. Limited
5 Shenton Way, #12-01/04 UIC Building, Singapore, 068808,  Singapore

Singapore

Courts of Singapore

Australia and New Zealand

Finastra International Pty Ltd
Citigroup Centre, Level 18F, 2 Park Street, Sydney NSW 2000, Australia

New South Wales, Australia

Courts of New South Wales, Australia

18. Variation. Finastra may amend this Agreement and the Developer Documentation from time to time. Finastra shall inform You of any material changes to this Agreement in writing, by email or via a notification on FusionFabric.cloud and, where practicable, shall do so at least thirty (30) days prior to such changes taking effect. If You are unhappy with such changes, You should terminate this Agreement in accordance with clause 11.

19. Entire Agreement. This Agreement constitutes the entire agreement between the Parties and supersedes and extinguishes all previous agreements, promises, assurances, warranties, representations and understandings between them, whether written or oral, relating to its subject matter. Each party acknowledges that in entering into this Agreement it does not rely on, and shall have no remedies in respect of, any statement, representation, assurance or warranty (whether made innocently or negligently) that is not set out in this Agreement. Nothing in this clause shall limit or exclude any liability for fraud.

20. Assignment. You shall not, without the prior written consent of Finastra, assign, transfer, charge, sub-contract or deal in any other manner with all or any of its rights or obligations under this Agreement.  Finastra may at any time assign, transfer, charge, sub-contract or deal in any other manner with all or any of its rights or obligations under this Agreement.

21. Miscellaneous. You and Finastra are independent contractors. Finastra is not Your agent, joint venture, partner, or fiduciary and does not undertake to perform any of Your obligations, or assume any responsibility for Your business operations. If any provision of this Agreement is invalid or unenforceable the remaining provisions remain in full force and effect. Nothing in this Agreement affects the statutory rights of consumers that cannot be waived or limited by contract. No failure or delay by a party to exercise any right or remedy provided under this Agreement or by law shall constitute a waiver of that or any other right or remedy, nor shall it prevent or restrict the further exercise of that or any other right or remedy. No single or partial exercise of such right or remedy shall prevent or restrict the further exercise of that or any other right or remedy. This Agreement does not confer any rights on any person or party other than the parties to this Agreement and, where applicable, their successors and permitted assigns.