1.0
Bankerise Platform Version 4
September 2022
This Enterprise Software License Agreement (« Agreement ») governs the licensing and use of the Bankerise Platform (« Platform ») provided by Proxym Group (« Vendor ») to the entity acquiring a license to use the Platform (« Licensee »).
By installing, accessing, deploying, or using the Platform, Licensee agrees to be bound by the terms of this Agreement and any applicable Enterprise Agreement, Order Form, Statement of Work, or other written agreement executed between Vendor and Licensee.
The Platform is commercial proprietary software intended for enterprise deployment, including on-premises and private cloud environments.
"Platform" means the Bankerise software platform, including:
The Platform is designed to enable Licensees and their authorized partners to build, configure, integrate, and operate software solutions.
"Customer Solution" means any application, workflow, configuration, integration, customization, business process, or software solution created, configured, or deployed by Licensee using the Platform.
"Customer Data" means all data, information, content, records, and materials introduced, generated, or processed by Licensee or its users through a deployment of the Platform.
"Vendor" means Proxym Group, the owner and provider of the Bankerise Platform.
Subject to the terms of this Agreement and payment of applicable license fees, Vendor grants Licensee a limited, non-exclusive, non-transferable, non-sublicensable license to deploy and use the Platform solely for Licensee’s internal business purposes.
The scope of the license, including authorized environments, users, capacity, entities, geographic restrictions, and duration, is defined by the applicable Enterprise Agreement or Order Form.
Unless expressly agreed otherwise in writing, the license does not include:
Vendor retains all rights, title, and interest in and to the Platform, including:
The license granted under this Agreement does not transfer ownership of the Platform.
Licensee retains ownership of Customer-Specific Extensions created independently by Licensee for its own use, including:
However, any modification, extension, or derivative work that incorporates or relies upon Vendor proprietary components remains subject to this Agreement.
Licensee shall not:
The Platform may include third-party open source software components.
Such components remain subject to their respective licenses.
Vendor will provide applicable third-party license notices and copyright information with distributed software packages where required.
Open source components do not modify the proprietary nature of the Bankerise Platform.
The Platform is designed for deployment within environments controlled by Licensee, including:
Unless expressly agreed otherwise under a separate written agreement, Vendor does not host, operate, administer, or manage Licensee’s deployment environment.
Updates may include:
Major releases may include:
Availability of updates, upgrades, and maintenance services is governed by the applicable Enterprise Agreement.
Minor releases may include:
Maintenance releases may include:
Support services, maintenance services, implementation assistance, consulting, customization, migration services, hosting services, security assessments, and operational services are not included within this Agreement unless expressly agreed in writing.
Such services shall be governed exclusively by applicable:
Performance of professional services by Vendor does not modify the allocation of responsibilities established by this Agreement unless expressly stated in writing.
Each party may receive confidential information from the other party.
Confidential information includes, but is not limited to:
Each party shall protect confidential information using reasonable measures and shall not disclose such information to unauthorized third parties.
Licensee retains all ownership rights over Customer Data.
Unless otherwise agreed in writing, Vendor:
Licensee remains responsible for:
The parties acknowledge that the security and operation of a Bankerise deployment follows a shared responsibility model.
Vendor is responsible for:
Licensee is responsible for:
Bankerise is a configurable application platform intended to enable Licensees and their partners to build software solutions.
Vendor does not warrant that Customer Solutions developed using the Platform will:
Licensee remains responsible for validating, testing, approving, and operating Customer Solutions.
Except as expressly provided in an applicable Enterprise Agreement, the Platform is provided « as is ».
Vendor does not warrant that:
To the maximum extent permitted by applicable law, Vendor shall not be liable for:
Vendor’s total aggregate liability arising from this Agreement shall not exceed the license fees actually paid by Licensee to Vendor during the twelve (12) months preceding the event giving rise to liability.
This limitation does not apply where prohibited by applicable law.
Licensee shall indemnify Vendor against claims arising from:
Vendor shall defend Licensee against claims that the unmodified Platform infringes third-party intellectual property rights, subject to applicable contractual conditions.
Vendor may terminate this Agreement if Licensee:
Upon termination:
Licensee shall comply with applicable export control laws and regulations related to the use and deployment of the Platform.
This Agreement does not create:
If any provision is found invalid, the remaining provisions remain effective.
This Agreement represents the general licensing terms for the Bankerise Platform. Specific commercial terms may be defined in separate written agreements between Vendor and Licensee.