legal

Bankerise Enterprise Software License Agreement

Version

1.0

Product Version

Bankerise Platform Version 4

Effective Date

September 2022

1 Introduction

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.

2 Definitions

"Platform" means the Bankerise software platform, including:

  • software components;
  • runtime components;
  • application framework;
  • APIs;
  • SDKs;
  • libraries;
  • documentation;
  • configuration capabilities;
  • updates and improvements made available by Vendor.

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.

3. License Grant

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:

  • transfer of ownership;
  • access to Platform source code;
  • rights to distribute the Platform;
  • rights to commercially exploit the Platform independently.

4. Intellectual Property Ownership

Vendor retains all rights, title, and interest in and to the Platform, including:

  • software architecture;
  • source code;
  • object code;
  • frameworks;
  • technical concepts;
  • documentation;
  • APIs;
  • design elements;
  • know-how;
  • improvements and derivative works.

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:

  • custom workflows;
  • business configurations;
  • custom integrations;
  • customer-specific modules;
  • customer-developed applications.
    • customer-developed extensions and overrides

However, any modification, extension, or derivative work that incorporates or relies upon Vendor proprietary components remains subject to this Agreement.

5. License Restrictions

Licensee shall not:

  • reverse engineer, decompile, disassemble, or attempt to derive source code from the Platform;
  • modify, adapt, or create derivative works of the Platform except where expressly authorized;
  • distribute, resell, sublicense, lease, or provide access to the Platform to unauthorized third parties;
  • remove proprietary notices or copyright information;
  • use the Platform to develop a competing platform;
  • publish security tests, benchmarks, or performance evaluations without prior written authorization from Vendor.