Trial Terms and Conditions
for StandardC Software and Services
StandardC, Inc. (“StandardC”, “we”, “us”, “our”) provides both the StandardC software solution (“Software Solution”, “software”, “system”) and consulting (“Consulting Services”, “consulting”, “services”) as a trial (“Trial”) to companies that provide financial services to businesses (“Financial Service Provider”, “you”, “your company”, “participant”). StandardC and participant are referred to herein each as “Party” and together as “Parties”.
Please read these Terms and Conditions ("Agreement") carefully before registering with StandardC for the Trial. This Agreement sets forth the legally binding terms and conditions for your use of the Trial. By registering for and participating in the Trial, you agree to be bound by this Agreement.
1. TRIAL PERIOD
a. The trial period starts on the date of the initial meeting with StandardC and expires after the specified duration or as otherwise communicated by us.
b. During the trial period, your company will have access to the software and services, as specified in the trial offer.
c. Trial will last no longer than 30 days, and may be revoked, changed, or canceled by StandardC at any time.
d. At the conclusion of any trial access, access to the software, services, and data therein will be suspended. Additional access to the software, services, and data therein will be available for purchase from StandardC. Any documents and data received by your company as a result of StandardC Consulting Services will remain yours to use for its intended purposes.
2. ELIGIBILITY
a. The Trial is available to new customers or existing customers who have not previously used the services as described in the trial offer.
b. The Trial is only available to companies who have been verified and approved by StandardC.
c. The Trial is not available to individuals or companies who do not provide and are not planning to provide banking and/or financial services to businesses.
3. REGISTRATION
To register for the Trial, you must provide all information about your company as requested by StandardC.
b. You are responsible for maintaining the confidentiality of your StandardC account and password, and for restricting access to your computer or device, as outlined in the Privacy Policy.
4. TRIAL USAGE
a. You may use the software and services for evaluation purposes during the free trial period, as outlined in the trial offer.
b. You agree not to use the software and services for any non-evaluation or unauthorized purposes.
c. You acknowledge certain features and functionality may be limited or unavailable during the Trial.
5. INTELLECTUAL PROPERTY
a. All intellectual property rights in the software and services, including but not limited to copyright and trademarks, shall remain the property of StandardC.
b. You agree not to copy, reproduce, modify, distribute, or create derivative works based on the software and services during the trial period or at any time.
6. SUPPORT AND MAINTENANCE
a. Support and maintenance during the trial period are offered as outlined in the trial offer.
b. Any additional assistance provided by StandardC during the Trial is at our sole discretion and does not establish any obligation to provide support in the future.
7. TERMINATION
a. StandardC reserves the right to terminate the trial at any time without prior notice.
b. Your company may also terminate your participation in the Trial at any time by discontinuing the use of the software and services.
8. DISCLAIMER OF WARRANTY
a. The software and services provided during the Trial are provided “as is” without any warranty of any kind, whether express or implied.
b. StandardC does not guarantee the accuracy, completeness, or usefulness of the software and services during the Trial due to the limitations as outlined in the trial offer.
9. LIMITATION OF LIABILITY
a. In no event shall the StandardC be liable for any direct, indirect, incidental, special, or consequential damages arising out of or in connection with the Trial, even if advised of the possibility of such damages.
10. MUTUAL CONFIDENTIALITY
a. All Confidential Information pertaining to your company and your customers is the Confidential Information of both StandardC and your company independently.
b. “Confidential Information” shall mean:
i. Such information as an authorized employee, agent, or representative of either Party may from time to time designate in writing to the other Party as being included in the expression;
ii. any secret or trade secret or know-how of either Party or information relating to either Party or to any person, firm or other entity with which either Party does business, which is not known to persons outside either Party, including the identity of customers of either Party;
iii. all proprietary and financial information relating to either Party;
iv. personally, identifiable information, defined as information by which a particular person can be identified without unreasonable effort, including, but not limited to names and social security numbers, login IDs, drivers’ license numbers, account or numbers or passwords of customers;
v. customer lists and records, customer addresses and account numbers and other customer information, including but not limited to member data;
vi. reports, studies, memoranda, correspondence, manuals, records, plans, business plans, information security plans, proprietary software programs, software products (including software modifications and documentation, databases, training aids and all data, code, techniques, algorithms, methods, logic, architecture and designs embodied or incorporated therein), computer programs, specifications, flow charts, listings, source codes and object codes owned by or licensed to either Party (provided that, if such material is licensed by one Party to the other, it shall be the Confidential Information of the licensor and not of the licensee) or to which either Party may have access as well as any other written or oral material that relates in any manner to the present or prospective business of either Party;
vii. the personal information of either Party's customers, clients, and employees; or
viii. any information furnished to or acquired by either Party directly or indirectly, as a result of its performance of the obligations under any existing or future agreement(s) between your company and StandardC that the Receiving Party (as defined herein) could reasonably be expected to know is confidential.
c. DISCLOSURE
During the Term of this Agreement, one Party (the “Disclosing Party”) may make available Confidential Information to the other Party (the “Receiving Party”). The Receiving Party agrees to safekeep, protect, and maintain the confidentiality of the Disclosing Party’s Confidential Information in accordance with best industry practices and all relevant laws and regulations. The Parties shall use the Confidential Information of the other Party solely to perform this Agreement, and all Confidential Information shall remain the sole property of the Disclosing Party. The Receiving Party shall hold the Confidential Information in strict confidence and shall use the same degree of care to preserve the confidentiality of the Confidential Information as it uses to maintain the confidentiality of its most confidential information, which in no event shall be less than commercially reasonable care. The Receiving Party agrees that it shall not, except to the extent required by law or any regulatory authority having jurisdiction, disclose, communicate, provide, or otherwise make available the Confidential Information (including methods or concepts utilized in the Confidential Information) to any entity, person, firm, or corporation during the Term of this Agreement, including any Extended Terms and, thereafter, without the express written consent of the Disclosing Party. The Receiving Party shall take such security and other precautions as are necessary to prevent unauthorized use or inadvertent disclosure of the Confidential Information to any third party.
d. RECIPIENT
The Receiving Party shall not use the Confidential Information of the Disclosing Party on its own behalf, particularly for its own commercial gain, or circulate it within its own organization except to the extent necessary for: (a) negotiations, discussions and consultations with personnel or authorized representatives of the Disclosing Party; (b) performance of any agreements with the Disclosing Party; or (c) for any purpose the Disclosing Party may authorize in writing. Furthermore, the Receiving Party shall not use the Confidential Information for any unlawful purpose whatsoever or in any manner that is contrary to law. The Receiving Party agrees to inform the Disclosing Party immediately if it gains knowledge or suspects that any unauthorized attempt has been made to gain access to the Confidential Information. Without limiting the foregoing, as a result of receiving Confidential Information and otherwise becoming familiar with each other’s business and affairs, either Party (“Party 1”) may obtain knowledge that is Confidential Information about the other Party’s (“Party 2”) subscribers, financial institutions, employees, associates, partners, contacts, sources, contractors, vendors, other service providers, customers and prospects (collectively, the “Proprietary Relationships”) and Party 2’s confidential plans and opportunities (collectively, the “Proprietary Opportunities”). Party 1 shall not use, for so long as it is Confidential Information, its knowledge of any Proprietary Relationship or Proprietary Opportunity (a) for any purpose other than to operate under this Agreement, (b) for its own advantage or economic benefit outside the scope of this Agreement or (c) in any manner that would harm or otherwise be a detriment to Party 2. Without limiting the generality of the foregoing, the Parties shall not assist any third party to, directly or indirectly, during the Term of this Agreement, including any Extended Terms, solicit, entice away or otherwise interfere with any customer of the other Party, including, without limitation, the customers who are customers pursuant to this Agreement in a manner that directly competes with the other Party.
e. OWNERSHIP; ORIGINAL MATERIALS
All Confidential Information, as well as all Proprietary Relationships and Proprietary Opportunities, shall remain the property of the Party that owns such Confidential Information, Proprietary Relationships and Proprietary Opportunities and, other than to use the Confidential Information and the knowledge of the Proprietary Relationships and Proprietary Opportunities to operate under this Agreement, neither, the execution, delivery nor performance of this Agreement shall be construed as granting or conferring to the other Party any interest, right or license in or to any Confidential Information, Proprietary Relationship or Proprietary Opportunity or, on the part of your company, the right to any license or ownership interest in or to the StandardC software. Without limiting the generality of the foregoing, your company shall not acquire any interest, right or license in the StandardC software or any aspect thereof. All originals and copies of the Confidential Information, however and whenever produced, shall be and remain the sole property of the Disclosing Party. Receiving Party will keep a record of the location of all originals and copies of the Confidential Information and, with the exception of electronic data contained in back-up servers, will surrender such originals and copies to the Disclosing Party or destroy same and provide an officer’s certificate of destruction, promptly upon the Disclosing Party’s written request. All media containing the Parties’ Confidential Information shall be kept in computer-coded access facilities and all such media shall be shipped using bonded courier services only. Any originals and copies of Confidential Information required under federal or state laws or regulations to be maintained by the Receiving Party shall be retained for seven (7) years.
f. LIMITATION OF OBLIGATIONS
The obligations of the Receiving Party pursuant to this Agreement shall not extend to information that can be demonstrated: (a) is or becomes publicly known through no act or omission of the Receiving Party; or (b) is properly made available to the Receiving Party without confidential or proprietary restriction from a source other than the Disclosing Party or the Disclosing Party’s affiliates; or (c) the Receiving Party can show was rightfully in its possession without obligation of confidentiality; or that is approved by the Disclosing Party for disclosure in a written document which is signed by an authorized representative of the Disclosing Party; or (d) required to be disclosed by Law or any governmental authority having jurisdiction; or (f) that is independently developed.
g. PERMITTED OR REQUIRED DISCLOSURES
The Receiving Party may disclose information to: (i) its employees, subcontractors, and employees of permitted subcontractors and to its affiliates who have a need to know; (ii) its attorneys and accountants as necessary in the ordinary course of its business; and (iii) any other party with Disclosing Party’s prior written consent. Before disclosure to any of the above parties, Recipient will have a written agreement with (or in the case of clause (ii) a professional obligation of confidentiality from) such party sufficient to require that party to treat information in accordance with the requirements of this Agreement, and Recipient will remain responsible for any breach of this Section 18 by any of the above parties. Recipient may disclose information to the extent required by law, legal process or regulatory examination, provided that (A) Recipient gives the Disclosing Party prompt notice, if legally permissible, so that Disclosing Party may seek a protective order, (B) Recipient reasonably cooperates with Disclosing Party (at the Disclosing Party’s expense) in seeking such protective order, and (C) all information shall remain subject to the terms of this Agreement in the event of such disclosure, unless otherwise prevented from doing so by operation of law.
h. BREACH
The Receiving Party acknowledges that any breach of this Section 10 may cause irreparable harm to the Disclosing Party for which monetary damages alone may be insufficient, and the Receiving Party therefore acknowledges that the Disclosing Party shall have the right to seek injunctive or other equitable relief against such breach or threatened breach, in addition to all other remedies available to it at law or otherwise.
11. DISPUTE RESOLUTION
Except as set forth below, if any dispute arising out of or relating to this Agreement, or the breach or violation hereof, cannot be settled through direct negotiations that are conducted by the Parties in good faith, such dispute shall be settled by a binding, non-appealable arbitration administered by the American Arbitration Association in San Francisco, California in accordance with such association’s commercial arbitration rules in effect at the time. The decisions and awards determined in any such arbitration shall be subject to the limitations on liability provided for in Section 9 (Limitations on Liability). Judgment on any such decisions and awards may be entered in and enforced by any court of competent jurisdiction. Notwithstanding the foregoing, the Parties acknowledge that their unauthorized use of the other’s services or information, or their unauthorized disclosure or use of any other Confidential Information, Proprietary Relationship or Proprietary Opportunities may cause irreparable harm to the other Party. Therefore, in addition to all other remedies to which any non-disclosing Party may be entitled with respect to any such unauthorized disclosure or use, the non-disclosing Party shall be entitled to seek injunctive relief, without the necessity of posting or filing a bond or other security, to restrain the threatened or actual violation of this Agreement by the disclosing Party, its owners, directors, managers, officers, employees, representatives, agents, affiliates, successors, permitted assigns and all other persons or entities acting therefore or in concert therewith. The prevailing party in any such dispute which is finally resolved through arbitration and/or litigation shall be entitled to collect reasonable attorneys’ fees and expenses.
12. GOVERNING LAW
This Agreement, as well as the rights and duties of the Parties hereunder, shall be governed by, interpreted under, and enforced in accordance with the laws of the State of California, without regard to choice-of-law and conflict-of-laws statutes. Subject to the provisions of Section 11 (Dispute Resolution) that places certain limitations on litigation, the federal and state courts located in San Francisco, California shall have exclusive jurisdiction to hear and determine any claims, actions or suits that may arise under or out of this Agreement.
13. CONTACTING US
If you have any questions about these Terms and Conditions or the Trial, please contact us at support@standardc.io. All notices sent to StandardC should be sent to 317 West Portal Ave, Ste 27551, San Francisco, CA 94127.
14. ENTIRE AGREEMENT
This Agreement constitutes the entire agreement between the Parties with respect to the subject matter herein described and supersedes any and all prior or contemporaneous written or oral understandings or agreements relating thereto. Modifications of this Agreement must be in writing and signed by each Party to be effective; provided, however, if any provision of this Agreement is found to be invalid or unenforceable, to the extent permitted by law, such provision shall be modified to render the subject provision reasonable and enforceable. Otherwise, if any such invalid or unenforceable provision cannot be or is not so modified, such provision shall be deemed severed from this Agreement and all of the other provisions hereof shall remain in full force and effect as if such provision had never been included herein. This Agreement is entered into solely for the benefit of StandardC and your company and shall not confer any rights upon any person or entity not a party to this Agreement.
By registering for the Trial, you acknowledge that you have read, understood, and agreed to be bound by these Terms and Conditions. If you do not agree with any part of this Agreement, please refrain from accessing or using the Trial.