TEMENOS DEVELOPER COMMUNITY TERMS OF USE

12 June 2019

We, Temenos Headquarters SA and any of our group companies (“we”, “our”, “us” or “Temenos”), operate this website at https://developer.temenos.com. We are a company registered in Switzerland under company number CH-660.0.327.994-5 and our registered office is at 2 Rue de L’Ecole-de-Chimie, 1205 Geneva, Switzerland.

This is a legal agreement between you and Temenos Headquarters S.A. setting out the legal terms that govern your use of the Temenos Developer Community Site.  The intention is that Temenos makes available certain services to you through the Site under these terms and conditions to facilitate your evaluation and testing of functionality with Temenos software in a shared sandbox environment made available by Temenos. You should read these terms and conditions carefully before using our Site, as by using our Site you are confirming that you accept these terms and conditions and that you will comply with them. If you don’t accept these terms and conditions you should leave our Site immediately.

The following policies also apply to your use of our website

• Our Privacy Policy. By using our website you acknowledge that we may process any personal data that you provide to us or that we collect from you as a result of your use of this website.  Our privacy policy sets out what we do with that personal data.
• Our Cookies Policy.

THE PARTIES AGREE AS FOLLOWS:

1. Definitions:
   • Agreement means these terms and conditions, the Forum Rules and any additional specific terms governing use of Content or Services available via the Site.
   • APIs means certain application programming interfaces made available to you through the Site.
   • Confidential Information means all confidential, non-public or proprietary information, regardless of how the information is stored or delivered on or after the date of this Agreement relating to the Services, the APIs, API Keys, Content and the Software, including without limitation data, know-how, formulae, processes, designs, photographs, drawings, ideas, specifications, software programs, samples and any other material or documentation bearing or incorporating any of this information.
   • Content means any content or materials, including the Documentation, available via the Site.
   • Documentation means the technical documentation, user guides and specifications relating to the Services and the Software.
   • Forum means any support forums (if any) made available to you in connection with this Site or the Services
   • Intellectual Property Rights means all current and future copyrights, patents, trademarks (whether or not registered), or rights in databases, inventions, or trade secrets, know-how, rights in designs, topographies, trade and business names, domain names, and all other intellectual property rights and applications for any of those rights (where such applications can be made) capable of protection in any relevant jurisdiction.
   • Personal Data means any information or data relating to an identified or identifiable natural person or a legal person where data protection law applies to such legal person.
   • Sanctions means any sanction, regulation, statute, official embargo measures or any ‘specially designated nationals’ or ‘blocked persons’ lists, or any equivalent lists maintained and imposed by the United Nations, the European Union, Switzerland, the Republic of Singapore, Hong Kong, the United States Department of Treasury (Office of Foreign Assets Control), or any replacement or other regulatory body, in each case enforcing economic and/or trade sanctions legislation in such country or by any supranational or international governmental organization.
   • Sandbox means a shared sandbox provided as a service for testing purposes via a web based system together with any technical limitations and requirements relating to the access to such service.
   • Services means the services provided by Temenos to you through the Site or otherwise and shall include access to APIs, Content and may include access to a Sandbox.
   • Site means the Temenos Developer Community portal at https://developer.temenos.com.
   • Software means the APIs and any software made available for download and/or for use by You through the Site (if any).
   • Your Data means any and all data and information including text and image files, software and any other materials submitted by or on behalf of You through the use or access of the Services.
2. Changes to Agreement and Policies

We may make changes to this Agreement from time to time. You should therefore check this Agreement whenever you return to our Site to see whether any changes have been made, as these will be binding on you if you continue to use the Site. We may also make changes to our privacy policy and cookies policy from time to time, so you should also check these regularly to see whether any changes have been made.

3. Temenos Developer Community Benefits
   • Temenos will provide you with access to certain Services, Software and Content via the Site which should not be shared with or transferred to any third party. Limited parts of our Site are available to everyone but access to our full Site is limited to registered members only.
   • Your use of the Site, Services, Software and Content shall be on a personal, non-exclusive, non-transferable, revocable basis solely for functional testing and evaluation purposes related to the Temenos core banking software system. Our Site is intended for business to business use in connection with the internal business purposes of the company for which you work (which may be a client or partner of Temenos). Any production or commercial use (including any use for marketing or demonstration purposes) of the Services, the Software or Documentation is explicitly prohibited.  You may only download one copy of the Documentation and any Software (if any) made available for download on the Site solely for evaluation and testing purposes in connection with the Services and you shall not modify, translate, reproduce, distribute or create derivative works of such materials or any part thereof.  You may not decompile, reverse engineer, dissemble or attempt to derive the source code of any software or security components of the Services, Software, Site or Content.
   • You shall not access the Site, Services, Software or Content in order to (a) build a competing product or service; or (b) copy any features, functions or graphics of the Site, Service, Software or Content or (c) perform any benchmark, security testing or performance testing of the Site, Services, Software or Content.
   • You do not acquire any right or license to the Services or any underlying software to such services in excess of the scope or duration of the Services stated in this Agreement.
   • We do not guarantee that access to our Site, Software, Content or the Services will always be available or uninterrupted. We may change or discontinue any of the Site, the Services and/or the Content at any time. The Site is not designed to be a storage service. You agree that we have no obligation to store, maintain or provide you a copy of Your Data or any content or information that you or others provide, except to the extent required by applicable law. There are no applicable service levels.
   • We reserve the right to change our Site, the Services and Content on it, including without limitation by adding or removing Services or functionality, at any time. We have made reasonable efforts to maintain our Services but we cannot guarantee that all Services and Content on our Site is accurate, complete or up to date. We therefore make no warranties, representations, undertakings or guarantees that the Services and Content on our Site are accurate, complete or up to date. We make no warranties, representations, undertakings or guarantees that our Site or any Services on it will be free from errors or omissions.
   • We reserve the right to refresh the Services at any time and also in cases of any updates/critical changes/scheduled maintenance. A schedule for updates to the Services may be shared with you via any communication (e.g by email, the Forum, the Site) at our sole discretion.
   • We make no warranties, representations, undertakings or guarantees that our Site or the Services are secure or free from bugs or viruses. You are responsible for ensuring that the device from which you access the Site and the Services has suitable anti-virus software in place.
   • There is currently no charge to register and use the Site and Services in accordance with this Agreement but Temenos may in future introduce charges for access to the Site or for access to certain features, Software, Content or Services. Temenos may also in future make available certain features, Software, Content or Services dependant on your level of membership.
4. Creating an account, passwords and security requirements
   • You may apply to become a member of the Temenos Developer Community through the registration process on the Site. Your registration details must contain accurate contact information for you and you agree to notify us of any changes.
   • You are responsible for maintaining the confidentiality of any security certificate, ID and password used to access the Services and for any activity in relation to your account. Your user account must not be used or accessed by any other person and you may not share or transfer your ID, password or account details with any other person. If you believe the security of your credentials may have been compromised you agree to notify us immediately by email using the contact details in section 12.4 below.
   • We reserve the rights to decline your request to register to become a member of the Temenos Developer Community and to terminate your membership at any time at our sole discretion without giving any reasons. We may also decline your request or terminate your membership due to Sanctions.
5. Non-Disclosure and Intellectual Property Rights
   • You acknowledge that the Site, Software, Services, and Content and the results and any feedback from any usage of the Site, Software, Services and Content contain highly confidential, secret and valuable information of Temenos and its affiliates. You agree that you shall not reproduce, sell, transfer, publish, disclose, display or otherwise make available to third parties Confidential Information or other proprietary information of Temenos and its Affiliates. Temenos shall be free to exploit any feedback, information or suggestions provided by you.
   • You agree to secure and protect the Confidential Information and to take appropriate measures to ensure such under the terms of this Agreement. You shall promptly notify Temenos if you becomes aware of any breach of confidentiality or security relating to the Site, the Software, Content or the Services. You further agree that you will use your best efforts to assist Temenos and its affiliates in identifying, preventing and investigation of any use or disclosure of any Confidential information.
   • You recognise that the Site, Software, the Services, and Content and any reproductions, corrections, updates, modifications, and developments thereto together with any names, brand names and trademarks used by Temenos are the Intellectual Property Rights of Temenos, its affiliates and its suppliers (as applicable).  Nothing herein shall grant any licence or rights to use, publish or exploit the Software, Services, Documentation and Content and any reproductions, corrections, updates, modifications, and developments thereto and the Intellectual Property Rights therein other than as expressly provided for in this Agreement.  You do not obtain any rights to use the Temenos name, brand names, trademarks and logos under this Agreement.
   • Any third party products or services or information related thereto provided by Temenos to you as part of the Services or the Site may be accompanied by their own terms of use or licensing terms, in which case such terms shall govern that particular third party service or software. Mention of third party products or services in any Content is for informational purposes only and constitutes neither an endorsement nor a recommendation. Temenos shall have no responsibility with regard to the selection, performance or use of these vendors, third parties, products or services.
6. Your Obligations
   • You may only use our Site and the Services for lawful purposes and in compliance with all applicable laws, including without limitation data protection and privacy laws, laws relating to copyright of software and content and laws relating to unsolicited commercial electronic messages.
   • You shall ensure your use of the Services is free from defects, viruses or other restrictions that would erase data or cause the Site or hardware or otherwise harm or interfere with Temenos or other user’s hardware or allow unauthorised access into the Temenos or any user’s systems or hardware.
   • You shall not: (i) use the Site or Services in any way prohibited by law, regulation, governmental order or decree; to send spam or otherwise duplicative or unsolicited messages, or to distribute malware; (ii) use the Site or Services to send or store infringing, obscene, threatening, libellous, or otherwise unlawful or tortious material, including material harmful to children or which violates the privacy rights of individuals; (iii) interfere with or disrupt the integrity or performance of the Site, the Services or the Software and Content contained therein; or (iv) attempt to gain unauthorized access to the Site or Service or its related systems or networks.
   • You are responsible for ensure you maintain an internet connection allowing you to access the Site and the Services. You must not use the Services for any purposes other than evaluation and testing. In particular, You agree not to use the Services for processing any transactions, payments or close of business processing. Temenos does not provide any support, helpdesk, maintain or any other services under this Agreement or through the Site. If you need any assistance with your access to the Site, Services or the Forum or wish to report bugs, please contact us by email at developer@temenos.com.
   • You agree to make reasonable use of the Services as required for testing purposes only,. Where functionality to make API calls is made available to You as part of the Services, Temenos may set limits for API calls in its sole discretion. We have the right to monitor usage of the Services and APIs and to suspend your access without notice to you if we consider (at our sole discretion) your use unreasonable or excessive.
   • You shall not license, sublicense, sell, resell, rent, lease, transfer, assign, distribute, time share or otherwise commercially exploit or make the Site or Services available to any third party.
   • You will defend, indemnify and hold Temenos (including its group companies) harmless from and against any claim, demand, cause of action, debt or liability (collectively, Claim) by a third party that Your Data provided under this Agreement infringe any third party Intellectual Property Rights.
7. Privacy and Security
   • The use of the Site by you is subject to this Agreement and the Temenos Privacy Policy as made available via the Site. As the Services are provided for testing and evaluation purposes only, you shall not submit, store, capture, transmit or process any of your or your employer’s confidential or business sensitive data or Personal Data contained in the Your Data through or to the Services. Temenos has no responsibility for the accuracy, quality, integrity, legality or reliability of Your Data. Temenos shall only process Your Data for the provision of the Services to you.
   • In order to improve the Site, Temenos may collect certain usage statics and feedback relating the Site including but not limited to information on how the Site is being used. Such data is examined in the aggregate without containing any of Your Data.
   • If any Personal Data in Your Data is processed through the use of the Services Temenos may suspend your access to the Services. If Personal Data is processed through the Services (i) you or your employer shall at all times remain the data controller and responsible for such Personal Data in Your Data used in relation the Services (ii) Temenos and its suppliers are data processor or sub-processors of such Personal Data in the Your Data only for the purposes of provision of the Services and (iii) Temenos shall require that such Personal data is deleted or otherwise removed form the Services.
   • You shall comply with any security policy or requirements provided by Temenos. You shall not use the Services in any way prohibited by law, regulation or governmental order or to send spam or distribute malware. You shall not use the Services to store, process or distribute any infringing, obscene, threatening or otherwise unlawful materials. You shall not interfere with or disrupt the integrity or performance of the Services or the data contain within such Services, or attempt to gain unauthorised access to the Services or its related systems or networks. You shall indemnify and hold harmless Temenos, its affiliates and any hosting provider used in the provision of the Services for all claims, actions, proceedings, costs, expenses, damages or other losses suffered by Temenos, its affiliates or its hosting provider arising out of your use of the Services in breach of this Agreement or reasonable instruction from Temenos.
8. Forums
   • Use of the Forum is subject to the applicable Forum terms of use and acceptable use and other policies (together referred to as “Forum Rules”). You agree to comply with all Forum Rules.
   • If you post or upload any information or content to the Forum you must comply with the content standards set out in Forum Rules in respect of that content.
   • You warrant to us that you own any information and content which you post or upload or, if you are not the owner, that you have the right to upload it.
   • You will compensate us for any losses, liabilities, costs, expenses, claims or proceedings that we suffer or incur, or will suffer or incur, as a result of or in connection with any breach by you of your obligations or warranties in this section 8 or the Forum Rules. We are not responsible for, and make no warranties, representations, undertakings or guarantees in respect of, any information or content on a Forum which is uploaded by a user. Any view expressed by any user of this Site or a Forum is their view and not our view nor the view of our officers or employees. We reserve the right to remove any content that you have uploaded to a Forum at any time.
   • We also reserve the right to disclose your identity to any person who claims that any content you have uploaded to our Site infringes their intellectual property rights or their right to privacy or is defamatory.
   • The Forum is made available on an “as is” basis and Temenos does not warrant that your questions will be answered within any particular time frame or at all.
   • We are under no obligation to oversee, monitor or moderate the Forum but to the extent we do, we reserve the right to remove any content which we deem inconsistent with this section 8 or the Forum Rules.
   • We are not responsible for the conduct, whether online or offline, of any user of our Site or the Forum.
   • You must be aware of your own, and other people’s security and confidentiality. You could be sent unwanted emails if you post your email address on a Forum on our website or send it to other users, or receive unwanted telephone calls if you post your telephone number. You will also put your email account at risk of computer viruses once it is available online.
9. Our Liability to You
   • Nothing in this Agreement limits or excludes our liability to you for any matter for which we are not permitted by law to exclude or limit our liability.
   • The Site, Services, Software and Content is provided on an “as is” and “as available” basis without warranty of any kind and the Site, Services, Software and Content are subject to change at any time. The Site, Services, Software and Content are not warranted to work in conjunction with any other products or services, including other products provided by Temenos, its suppliers or partners. Any use of the Site, Services Software and Content is at your own discretion and risk. Temenos disclaims all warranties and conditions of any kind whether express or implied including but not limited to the implied warranties and conditions of merchantability, fitness for a particular purpose and non-infringement. Temenos, its affiliates and any suppliers shall not be liable to You under any theory of liability  for any direct, indirect, incidental, special, consequential or exemplary damages that may be incurred by you or your employer, including any loss of data, data use, business, profits, revenue or business interruption whether Temenos or its representatives have been advised of or should have been aware of the possibility of such losses.  .
10. Termination
    • This Agreement shall be effective from when you accept these terms of use when you register for the Temenos Developer Community and the Agreement shall remain in effect until: you cease use of the Site or your membership of the Temenos Developer Community ceases; or Temenos gives you notice of its intention to terminate access to the Temenos Developer Community. Temenos may also terminate your membership of the Temenos Developer Community if your account is inactive for more than sixty (60) consecutive days. If after expiry or termination of the Agreement, you require any or Your Data stored within the Services (if any), you shall provide a written request of such within ten days’ of expiry or termination of the Agreement. Temenos will provide a copy of Your Data within sixty days, subject to agreement between the parties of payment of the applicable professional service fees. If you do not provide a written request to Temenos, Temenos shall be under no obligation to maintain Your Data and shall be entitled to delete all Your Data in its systems or otherwise in its possession or under its control. The provisions of Sections 4, 5, 6.5, 7, 7, 9  10 and 12 shall survive the termination of this Agreement. 
    • Your membership of the Temenos Developer Community may be immediately terminated by Temenos by suspending access by you to the Services if you:
      1. violate or attempt to violate the confidentiality or security of the Service or the Software or part thereof which shall include any violation of the provisions set out in Sections 5 and 8; or
      2. in any other way misuse the Site, Services, Software or content or breach the terms of this Agreement;

• breach any of the Forum Rules; or

1. We become aware the site or services or any underlying systems use to provide them are suffering or about to suffer a threat to the security or functionality thereof.

11. Entire Agreement

This Agreement and any documents referenced in it constitute the complete and exclusive agreement between the parties as to the subject matter and supersedes all previous agreements, negotiations, understandings and discussions of the parties.

12. General Terms
    • The construction validity and performance of this Agreement shall be governed exclusively by the laws of Switzerland and any dispute arising out of this Agreement shall be subject to the exclusive jurisdiction of the Geneva Courts.
    • You may not assign or transfer this Agreement, in whole or in part, to any person or entity without our prior written consent. Temenos may assign this Agreement to any affiliated company of its parent or holding company without requiring any consent provided it informs you of such assignment by email or a notice on the Site.
    • Members of the group of companies of which Temenos is a party shall be third party beneficiaries to this Agreement and such companies shall be entitled to directly enforce and rely upon any provision of this Agreement that confers a benefit on or rights in favour of them. Other than this, no other person, or company shall be third party beneficiaries of this Agreement.
    • You can contact us:
      1. By email at developer@temenos.com; or
      2. By post at Temenos Headquarters S.A., 2 Rue de L’Ecole-de-Chimie, 1205 Geneva, Switzerland FAO: Product Director – Temenos Developer Community.