End User Agreement for Temenos Materials

Date of issue: 27th January 2017

Temenos Headquarters SA, registered office 2, Rue de L'Ecole-de-Chimie, 1205 Geneva, Switzerland ( "Temenos" or "we" or "our") provides the software, text, image files and any associated Temenos information ("Materials") to any person or entity ("you") who signs up for the Microsoft Business Applications Services or any associated services and accesses or downloads the Materials provided by Temenos via the Microsoft services. If you are entering into this Agreement on behalf of a company or other legal entity, you represent that you have the authority to bind that company or legal entity. If you do not have such authority you must not accept this Agreement.

General Terms:

  1. Acceptance: By accessing, using or downloading the Materials, you agree to our terms of use as set out here (this "Agreement"). If you do not agree to this Agreement, you must not access the Materials. Temenos reserves all other rights. The Materials are provided free of charge provided under this Agreement, but Temenos reserve the right to charge for any updated version of the Materials.
  2. Liability: No warranty of any kind is given on behalf of Temenos or its licensors, whether express or implied, including, but not limited to warranties of performance, merchantability and fitness for a particular purpose. No warranty is made as to any particular features of the Materials or that the Materials will perform in conjunction with any other software or hardware. No support, updated versions or defect fixing is provided by Temenos in respect of the Materials.
    Nothing however shall attempt to exclude liability that is not permissible under applicable law, including without limitation for death or personal injury or for fraudulent misrepresentation. In no event will Temenos be liable to you or anyone else for any decision made or action taken in reliance on the Materials or use made of the Materials including for any economic losses, loss of revenues, data, profits, contract, use, opportunity, business or anticipated saving, loss of good will or reputation, consequential, special or similar damages, even if advised of the possibility of such damages.
    Temenos does not accept any responsibility for any errors or omissions, or for the results obtained from the use of the Materials. The Materials are provided on an "AS IS" and "AS AVAILABLE" basis. Temenos liability is limited to any fees paid for the Materials in the twelve months prior to the cause of action or arising. Because some states and jurisdictions do not allow limitation of liability in certain instances, portions of the above limitation may not apply to you. In that event, such exclusions and limitations shall apply to the maximum extent permitted by applicable mandatory law (and our liability shall be limited or excluded as permitted under mandatory applicable law. We reserve the right to change, remove, suspend, or disable any Materials without notice or liability.
  3. Intellectual Property: The Materials including the design, structure, selection, coordination, expression, "look and feel" and arrangement of such Materials are the property of Temenos and are protected by copyright and trademark law. Temenos owns all title, copyright and other intellectual property rights in the Materials and the Materials are licensed, not sold. Apart from the license granted below, no part may be reproduced or reused for any other purposes whatsoever (including any commercial purposes) without the prior written permission of Temenos.
  4. Non-Disclosure: You acknowledge that (a) the Materials and all related documentation and specifications; and (b) the results and feedback from any test or evaluation are all confidential information ("Confidential Information") which 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 the Confidential Information or any 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 the Agreement. You shall promptly notify Temenos if you become aware of any breach of confidentiality and security relating to the Materials. Any third party products or services or information related thereto provided by Temenos to you or accessed by you as part of the Materials and access thereto 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 Materials is for informational purposes only and constitutes neither an endorsement nor a recommendation. Temenos shall have no responsibility with regard to the accuracy, reliability, selection, performance or use of these vendors, third parties, products or services.
  5. License: Temenos grants you a limited, non-transferable, non-assignable license to download and use the Materials for internal evaluation purposes only. You may not modify, reverse engineer, decompile or disassemble the Materials in whole or in part, or create any derivative works from or sublicense any rights in the Materials, unless otherwise expressly authorized in writing by Temenos. You may use the Materials in accordance with this license Temenos provided that you (1) do not remove any proprietary notice language in all copies of the Materials, (2) use the Materials only in accordance with this Agreement and you do not copy, transfer, post or broadcast the Materials in any media, (3) make no modifications to any of the Materials and (4) not make any additional representations or warranties relating to the Materials. Only you are permitted access the Materials and you shall not permit any other persons or other third parties to access the Materials. You are responsible for maintaining the confidentiality of any ID and password used to access the Materials and for any activity in relation to your account or use of the Materials.
  6. You are responsible for ensuring you maintain an internet connection allowing it to connect to the Materials. Temenos does not provide any close of business processing, support, helpdesk, maintenance or any other services as part of this Agreement.
  7. Data: As the Materials are provided for evaluation purposes only, You shall not submit, store, capture, transmit or process any of Your confidential or business sensitive data or any Personal Data (as defined in EU Directive 95/46/EC) through or to the Materials. Temenos has no responsibility for the accuracy, quality, integrity, legality or reliability of any data, information or other materials you submit to the system through your use or access of the Materials ("Your Data"), Temenos shall only process Your Data for the provision of the Services to You.
  8. Personal data: If any Personal Data in Your Data is processed through the use of the Materials by You, (i) You shall at all times remain the data controller of and responsible for such Personal Data for the purposes of the use of the Materials; (ii) Temenos and its suppliers are data processors or sub processors of such Personal Data only for the purposes of provision of the Materials; and (iii) Temenos may require that such Personal Data is deleted or otherwise removed from the Materials. In order to innovate and improve its software products, Temenos may collect certain usage statistics from the Materials. Such data is examined in the aggregate without containing any of Your Data.
  9. Use of the Materials: You shall comply with any security policy or requirements provided by Temenos. You shall not use the Materials in any way prohibited by law, regulation or governmental order or to send spam or distribute malware. You shall not use the Materials 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 Materials or the data contain within such Materials, or attempt to gain unauthorised access to the Materials 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 Materials 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 Materials in breach of this Agreement or reasonable instruction from Temenos.
  10. Termination: Your rights under this Agreement shall continue for the duration of the trial period. Your rights will automatically terminate without notice from us if you fail to comply with its terms. In case of such termination, you must immediately cease all use of the Materials and we may immediately revoke your access to the Materials. Our failure to insist upon or enforce your strict compliance with this Agreement will not constitute a waiver of any of our rights. If you breach this Agreement, you will be liable to Temenos, its directors, officers, employees, affiliates, agents, contractors, and licensors for any claim arising out of your breach. You will also be liable for any action taken by Temenos as part of its investigation of a suspected violation of this Agreement, or as a result of its findings or decision that a violation of this Agreement has occurred. Temenos also reserves the right to terminate this Agreement at any time. Upon termination of this Agreement, you shall delete all copies of the Materials and cease all use of the Materials. Temenos shall delete all of Your Data stored within the Materials.
  11. Privacy: Temenos respects your privacy. Any information we receive is subject to the Temenos Privacy Policy available at www.temenos.com. Temenos may contact you about your evaluation of the Materials. Please ensure you unsubscribe from any communications from Temenos if you do not wish Temenos to contact you.
  12. Governing law, disputes: 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.