FINASTRA TRAINING STORE TERMS OF SERVICE

FINASTRA TECHNOLOGY, INC. TERMS OF USE:

OVERVIEW 

Throughout the site, the terms “we”, “us” and “our” refer to the Finastra group of companies (“Finastra”).

Please read these Terms of Service carefully before accessing or using our website.

By using and visiting our site, and any content or functionality offered thereon, (the “Website”), and/ or purchasing a good service or online training content (the “Product”), you, on behalf of the entity on whose behalf you are using the site or purchasing a Product (“Beneficiary”), to be bound by the following terms and conditions (“Terms of Service”, “Terms”), including those additional terms and conditions and policies referenced herein and/or available by hyperlink. If you do not agree with these terms and conditions, you must not tick the box and you may not use the Website or purchase any Products.

This website is intended for business to business use only, to facilitate purchases of Products by legitimate businesses only for their business use. Employees or individuals shall not be permitted to purchase Products, on their own behalf, for their personal use, or for which they then claim or intend to claim reimbursement.

We reserve the right to update, change or replace any part of these Terms of Service by posting updates and/or changes to our Website. Your continued use of or access to the Website following the posting of any changes constitutes acceptance of those changes. 

Our store is hosted  by Shopify Inc. They provide the online e-commerce platform that allows us to sell our products and services to you, and will process all transactions for the Products. 

The headings used in this Agreement are included for convenience only and will not limit or otherwise affect these Terms. 

DEFINITIONS

"Agreement" means these online Terms of Service

Confidential Information” the Online Training Content and any information related to a party’s software and information systems and any materials marked "Proprietary", "Confidential", or in a manner which gives notice of its proprietary or confidential nature or any information that would be recognized as being of a confidential nature by a reasonable person

Intellectual Property Rights" means all intellectual property rights throughout the world conferred by statute, common law or equity including copyright, trademarks, designs, patents, circuit layouts, plant varieties, business and domain names, inventions, confidential information, and other results of intellectual activity in the industrial, commercial, scientific, literary or artistic fields whether or not registerable, registered or patentable.  These rights include all rights in all applications to register these rights and all renewals and extensions of these rights;

Online Training Content” means in relation to the Product(s) available to purchase through the Website any eLearning courses, instruction manuals, training aids and materials, on-line help files and databases, test materials, software documentation, certification exams,  or any data and documentation available to access via the learning management system that Finastra uses to provide the Products. Any and all Online Training Content shall be deemed to be Finastra-owned and Company retains all related Intellectual Property Rights in all Online Training Content.

Services” means the provision of the Online Training Content, and/or any Product and/or training as purchased by you through the Website.

SECTION 1 - ONLINE STORE TERMS 

You may not use our Products for any illegal or unauthorized purpose nor may you, in the use of the Website or the Services, violate any laws in your jurisdiction (including but not limited to copyright laws). You may not use any robot, spider, scraper, automated scripts or other automated means to access this Website or content or services provided on this Website for any purposes. You must not transmit any worms or viruses or any code of a destructive nature. A breach or violation of any of the Terms will result in an immediate termination of the Services and your access to this Website. 

SECTION 2 - GENERAL CONDITIONS 
We reserve the right, subject to applicable law and a legitimate reason, to refuse service to anyone at any time and/or to refuse any order you place with us.
You agree not to reproduce, duplicate, copy, sell, resell or exploit any portion of the Website, Products or Services, or use the Website, Products or Services, or access the Service or any contact on the website through which the Service is provided in violation of these Terms. 

The Services may be used solely by you for supporting the internal operations of the Beneficiary.

Your use of the Website may be subject to limitations, delays, and other problems inherent in the use of the internet and electronic communications. Finastra (and its licensors, if applicable) is/are not responsible for any delays, delivery failures, and any damage resulting from such problems.

While we endeavor to ensure that the Website is normally available 24 hours a day, we shall not be liable if for any reason the Website is unavailable at any time or for any period. Access to the Website may be suspended temporarily and without notice in the case of system failure, maintenance or repair or for reasons beyond our reasonable control.

You are solely responsible for any and all access to the Website by persons using your account.

You must notify us immediately if you become aware of any unauthorized use of your account. We reserve the right to limit or prohibit orders that, in our sole reasonable judgment, appear to be placed by dealers, resellers or distributors. 
You represent and warrant that you have the legal power and authority to enter into this Agreement. You represent and warrant that you are not located in, and are not under the control of, a national or resident of a country(ies) as to which the European Union or United States or other applicable jurisdiction maintains an embargo or a person or entity on the U.S. Department of Treasury's List of Specially Designated Nationals or the U.S. Department of Commerce's Table of Denial Orders or the EU equivalent thereof and that you will comply with all applicable import and export laws.


SECTION 3 - ACCURACY, COMPLETENESS AND TIMELINESS OF INFORMATION 
We are not responsible if information made available on this site is not accurate, complete or current. The material on this site is provided for general information only and should not be relied upon or used as the sole basis for making decisions without consulting primary, more accurate, more complete or more timely sources of information. Any reliance on the material on this site is at your own risk. 
We reserve the right to modify the contents of this site at any time, but we have no obligation to update any information on our site. You agree that it is your responsibility to monitor changes to our site. 

SECTION 4 - PRICING AND FEES AND PAYMENT

Prices for our Products and Services are subject to change without notice. 
The price of a Product and/or Service will be as quoted on our site from time to time except in cases of obvious error. These prices exclude VAT and/or other applicable taxes.
Any fees charged by your debit or credit card provider and/or other third parties in connection with your purchase and/or use of Products and/or Services are for your own account and Finastra shall not be responsible for these.

SECTION 5 - ACCURACY OF BILLING AND ACCOUNT INFORMATION 
You agree to provide current, complete and accurate purchase and account information for all purchases made through the Website. You agree to promptly update your account and other necessary information, including your email address and credit card numbers and expiration dates, so that we can complete your transactions and contact you as needed.

SECTION 6- MODIFICATIONS TO PRODUCTS

We reserve the right at any time to modify or discontinue the Products (or any part or content thereof). We shall not be liable to you or to any third-party for any modification, price change, suspension or discontinuance of the Products. 

SECTION 7 - PRODUCTS AND SERVICES
Each Product and/or Service purchase made through the Website shall additionally be subject to the following terms and conditions. All descriptions of Products and Services are subject to change at any time without notice, at our sole discretion.

We may, in our sole discretion, limit or cancel quantities purchased per person or per order.

In consideration of the fees paid by you, we grant to you a limited, non-transferable, non-exclusive licence to use the Products, Services and Online Training Content for your internal business purposes only.

Following your purchase of a Product, and receipt by Finastra of your payment for such Product, Finastra will register and enable access to the Services and Online Training Content.

Access to the Services and Online Training Content is limited to the number of participants or users purchased by you. Access to the Services and Online Training Content shall be personal to each user and users shall not be permitted to share access or login credentials.

Access to the Services and Online Training Content shall only be granted to employees of the Beneficiary and shall not be granted to third parties on your or the Beneficiary’s behalf.

All costs and expenses involved in accessing the Online Training Content and/or Products and/or Services will be borne by you.

There is no reduction or refund of fees if you and/or any Beneficiary does not access the Services and/or Products and/or Online Training Content. 


SECTION 8 - THIRD-PARTY LINKS 
Certain content, products and services available via our Service may include materials from third-parties. 
Third-party links on this site may direct you to third-party websites that are not affiliated with us. To the extent permitted by applicable law, we are not responsible for examining or evaluating the content or accuracy nor do we warrant and or have any liability or responsibility for any third-party materials or websites, or for any other materials, products, or services of third-parties. 
To the extent permitted by applicable law, we are not liable for any harm or damages related to the purchase or use of goods, services, resources, content, or any other transactions made in connection with any third-party websites. Please review carefully the third-party's policies and practices and/or terms and make sure you understand and comply with them before you engage in any transaction. Complaints, claims, concerns, or questions regarding third-party products should be directed to the applicable third-party. 

SECTION 9 - CONFIDENTIAL INFORMATION

Each party will keep in confidence and protect the Confidential Information received from the other party from disclosure to third parties and will restrict its use solely for the purposes of the Agreement. Confidential Information of the other party will not be copied or disseminated, in whole or in part except for the purposes of this Agreement.

Each party will inform its respective personnel of the obligations under this clause and shall be responsible for ensuring their compliance therewith. The parties agree that the Online Training Content and/or Products and/or Services provided by Finastra to your personnel are for their personal use and for the conduct of your business only.   Furthermore, your personnel shall ensure that the Online Training Content and/or Products and/or Services is not copied or distributed to any other personnel.

Any ideas, concepts, know-how, data processing techniques, software, documentation, diagrams, specifications, schematics, blueprints developed by Finastra in connection with the Products, Services and Online Training Content and any Intellectual Property Rights therein shall be the exclusive property of Finastra.

You agree that you have no right, title or interest in or to the Products, Services and Online Training Content, 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 the Products, Services or Online Training Content or any modified form thereof. You shall not modify, copy and/or reverse engineer, decompile, or disassemble the Products, Services or Online Training Content except as permitted under this Agreement.

SECTION 10 - INTELLECTUAL PROPERTY OWNERSHIP

You acknowledge that the Online Training Content, Products and Services constitute the proprietary information and technology of Finastra alone (and its licensors, where applicable) and all right, title, and interest in and to the Products and Services and/or Online Training Content, including, but not limited to, all related Intellectual Property Rights shall at all times be and remain exclusively vested in Finastra (and its licensors, where applicable).   This Agreement does not convey to you any rights of ownership in or related to the Products and/or Services and/or Online Training Content, the Intellectual Property Rights owned by Finastra and/or its licensors and/or information obtained/accessed by you using the Services and/or Products and/or Online Training Content. The Finastra name and the names of Finastra products are trademarks of Finastra and/or a member of the Finastra group of companies, and no right or license is granted to use them.

You are not authorised to:-

(i) copy, modify, reproduce, re-publish, sub-licence, sell, upload, broadcast, post, transmit or distribute any of the Online Training Content without our prior written permission;

(ii) record on video or audio tape, relay by videophone or other means the Online Training Content

(iii) use the Online Training Content in the provision of any other course or training whether given by us or any third party trainer;

(iv) remove any copyright or other notice of Finastra and/or its licensors on the Online Training Content;

(v) modify, adapt, merge, translate, disassemble, decompile, reverse engineer (save to the extent permitted by law) any software forming part of the Services.

Breach by you of this clause shall allow us to immediately terminate these Terms with you and cease to provide you with any Services, without any liability to you.


SECTION 11 - PERSONAL INFORMATION 
By using this Website you acknowledge and accept the Privacy Policy and consent to the collection and use of your data in accordance with the Privacy Policy. Your submission of personal information through the Website is governed by our Privacy Policy. Your data will also be processed by Shopify Inc. as our e-commerce merchant. For further details please refer to  https://www.shopify.com/legal/privacy/customers


SECTION 12 - ERRORS, INACCURACIES AND OMISSIONS 
Occasionally there may be information on our site or in the Services and/or Products that contains typographical errors, inaccuracies or omissions that may relate to product descriptions, pricing, promotions, offers and availability. We reserve the right to correct any errors, inaccuracies or omissions, and to change or update information or cancel orders if any information in the Website or relating to the Products is inaccurate at any time without prior notice (including after you have submitted your order). 
We undertake no obligation to update, amend or clarify information in the Website, including without limitation, pricing information, except as required by law.

SECTION 13 - PROHIBITED USES 
In addition to other prohibitions as set forth in the Terms of Service, you are prohibited from using the Website, Products or Online Training Content: (a) for any unlawful purpose; (b) to solicit others to perform or participate in any unlawful or indecent acts; (c) to violate any international, federal, provincial or state regulations, rules, laws, or local ordinances; (d) to infringe upon or violate our Intellectual Property Rights or the Intellectual Property Rights of others; (e) to harass, abuse, insult, harm, defame, slander, disparage, intimidate, or discriminate based on gender, sexual orientation, religion, ethnicity, race, age, national origin, or disability; (f) to submit false or misleading information; (g) to upload or transmit viruses or any other type of malicious code that will or may be used in any way that will affect the functionality or operation of the Website, Services or of any related website, other websites, or the internet; (h) to collect or track the personal information of others; (i) to spam, phish, pharm, pretext, spider, crawl, or scrape; (j) for any obscene or immoral purpose; or (k) to interfere with or circumvent the security features of the Website, Services or any related website, other websites, or the internet. We reserve the right to terminate your access to the Website and use of the Services or any related website for violating any of the prohibited uses. 

SECTION 14 - WARRANTIES AND LIMITATION OF LIABILITY 
We do not warrant that the quality of any products, services, information, or other material purchased or obtained by you will meet your expectations, or that the Products, Services, or Online Training Content will be error free, or that any errors will be corrected. 

Except as otherwise specified herein, Finastra and its licensors make no representation(s), guaranty(ies) or warranty(ies) as to any matter whatsoever.

The Website, Products and Services and Online Training Content are provided to you strictly on an "as is" basis. ALL CONDITIONS, REPRESENTATIONS AND WARRANTIES, WHETHER EXPRESS, IMPLIED, STATUTORY OR OTHERWISE, INCLUDING, WITHOUT LIMITATION, ANY IMPLIED WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR NON-INFRINGEMENT OF THIRD PARTY RIGHTS, ARE HEREBY DISCLAIMED TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW BY FINASTRA AND ITS LICENSOR(S).

A. Nothing shall limit or exclude liability for fraud, for death or personal injury caused by negligence, or for any other liability which cannot be limited or excluded by applicable law.

B. Subject to 14.A., under no circumstance(s) shall Finastra and/or its licensor(s) 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 loss of profits, loss of business, loss of earnings, loss of contracts, loss of goodwill, loss of anticipated savings (whether direct or indirect); wasted management, operation or other time; any indirect or consequential or incidental or special loss or damages; or loss of use or value of or damage to data.

C. Subject to 14. A. and B., the aggregate liability of Finastra and its licensor(s) 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 the total fees paid by you to Finastra for the Product, Services and/or Online Training Content that caused such liability.

D. To the extent permitted by applicable law, no action, regardless of form, arising out of any of the transactions under this Agreement may be brought by you more than one year after you learned of the occurrence of the incident giving rise to such liability. All limitations of Finastra’s and its licensor’s(s’)liability with respect to you shall apply to you and all users of the Website, Services, Products and Online Training Content, on an aggregate basis and all exclusions of Finastra’s and its licensor’s(s’) liability shall apply to you and all users of the Website, Products, Online Training Content and Services on an aggregate basis.

SECTION 15 - INDEMNIFICATION

You agree to indemnify, defend and hold harmless Finastra and our parent, subsidiaries, affiliates, partners, officers, directors, agents, contractors, licensors, service providers, subcontractors, suppliers, and employees, from any claim or demand, including reasonable attorneys’ fees, made by any third-party due to or arising out of your breach of these Terms of Service or the documents they incorporate by reference, or your violation of any law or the rights of a third-party. 

SECTION 16 - SEVERABILITY 

In the event that any provision of these Terms of Service is determined to be unlawful, void or unenforceable, such provision shall nonetheless be enforceable to the fullest extent permitted by applicable law, and the unenforceable portion shall be deemed to be severed from these Terms of Service, and such determination shall not affect the validity and enforceability of any other remaining provisions. 

SECTION 17 - TERMINATION 

Termination and/or expiry of the Terms will not affect the provisions regarding the treatment of Confidential Information and Intellectual Property Rights, provisions relating to payment of amounts due, provisions limiting or disclaiming Finastra’s liability and/or applicable law, which provisions, and any other provisions which by their nature should survive such termination and/or expiration, will survive termination or expiry of the Terms and remain in full force and effect. These Terms of Service are effective unless and until terminated by either you or us. You may terminate these Terms of Service at any time, without refund, by notifying us that you no longer wish to use our Services, or when you cease using our site. If in our sole judgment you fail, or we suspect that you have failed, to comply with any term or provision of these Terms of Service, we also may terminate this Agreement at any time without notice and you will remain liable for all amounts due up to and including the date of termination; and/or accordingly we may deny you access to our Services, Products and Online Training Content (or any part thereof). 

SECTION 18- ENTIRE AGREEMENT 

Our failure to exercise or enforce any right or provision of these Terms of Service shall not constitute a waiver of such right or provision.

These Terms of Service and any policies or operating rules posted by us on this site or in respect of the Services, Products and Online Training Content constitutes the entire agreement and understanding between you and us and govern your use of the Services, Products and Online Training Content superseding any prior or contemporaneous agreements, communications and proposals, whether oral or written, between you and us (including, but not limited to, any prior versions of the Terms of Service).

Any ambiguities in the interpretation of these Terms of Service shall not be construed against the drafting party. 

SECTION 19 - ASSIGNMENT

Any Services, Products and Online Training Content provided by us under these terms and conditions are personal to you and cannot be transferred or assigned to any other person.

SECTION 20 - GOVERNING LAW 
These Terms of Service shall be governed by and construed in accordance with the laws of England and Wales. The parties irrevocably agree that the courts of England and Wales shall have exclusive jurisdiction to hear and determine any suit, action or proceedings which may arise out of or in connection with the Agreement and the relationship established thereby. The parties further agree that this clause shall apply to both contractual and non-contractual claims. 

SECTION 21 - CONTACT INFORMATION 
Questions about the Terms of Service should be sent to us at john.ivey@finastra.com.