Finix Sandbox Terms of Use

Last modified: December 15, 2022

These Finix Sandbox Terms of Use (the “Agreement”) is an agreement between you and Finix Payments, Inc. (“Finix”) which governs your use of the Finix sandbox environment and any related products and services made available by Finix through the creation of a sandbox account (collectively, the “Sandbox”).

By accessing and using the Sandbox, you acknowledge that you have read, understood and agree to be bound by this Agreement. If you do not agree to these terms, you must immediately cease your use of the Sandbox. The terms “you” and “your” refer to the user of or person or entity accessing the Sandbox.

Finix’s direct competitors are prohibited from requesting access to or using the Sandbox, except with Finix’s prior express written consent. In addition, the Sandbox may not be accessed for the exclusive purpose of monitoring performance, or functionality, or for any other benchmarking or competitive purposes.

Registering for and accessing the Sandbox does not guarantee you will be approved as a Finix customer.

1. AGREEMENT CHANGES. Finix reserves the right, at its sole discretion, to change, modify, add or remove portions of the terms of this Agreement at any time without prior notice. Without prejudice to the foregoing, Finix will endeavor to notify you of any changes.


2. LICENSE GRANT. Subject to your compliance with the terms and conditions of this Agreement, Finix grants you a non-exclusive, non-sublicensable, non-transferable, revocable and limited license to use the Sandbox during the term identified in this Agreement to test integration with Finix’s software platform (the “Platform”).


3. DISCLAIMERS. You acknowledge that the Sandbox is provided on an “as is” and “as available” basis. The Sandbox may contain errors or inaccuracies that could cause failures, including but not limited to data corruption or loss of data from the Sandbox and from peripherals (including, without limitation, servers and computers) connected thereto. Finix is not obliged to provide any maintenance, technical or other support for the Sandbox. You are responsible for backing up, to your own computer or other device, any data that you store or access via the Sandbox. Any activities that you perform using or accessing the Sandbox are at your own risk.


4. USER ACCOUNTS. The Sandbox is accessed via individual user accounts that are password protected (“User Account”). User Accounts are for registered users and cannot be shared or used by more than one user. You are responsible for all activity that takes place on your User Accounts. You agree that you are responsible for keeping your password confidential and secure. You also agree that you are solely responsible and liable for any activities that occur under your User Accounts and for any harm caused to the Sandbox as a result of use under any of your User.


5. CONDITIONS OF USE. The Sandbox is provided to you exclusively for education, demonstration and evaluation purposes only. You are not permitted to use the Sandbox for production use. You are permitted to use the Sandbox at no charge for the term of the Sandbox when granted access. Your access to the Sandbox may be terminated without prior notice and Finix reserves the right to discontinue the availability of the Sandbox at any time.


6. LIMITATIONS. You are not permitted to use the Sandbox for any purpose not expressly specified in this Agreement. Without limiting the foregoing, you agree:
   
   
   1. Finix has no obligation to maintain test data on its servers and in connection with the Sandbox and you acknowledge that Finix may delete data in the Sandbox on regular intervals without notice;
   
   
   2. only simulated, test data may be submitted or uploaded on or through the Sandbox (i.e., personally identifiable information, including without limitation real names, addresses, and cardholder data, must not be used for testing purposes);
   
   
   3. load testing the Sandbox or the Platform is not permitted;
   
   
   4. not to submit or upload genuine customer data through the Sandbox;
   
   
   5. Finix will not monitor or validate any information submitted or uploaded by you on or through the Sandbox.
   
   
   6. you are responsible for your conduct and content while using the Sandbox and for any consequences thereof;
   
   
   7. to use the Sandbox only for purposes that are legal, do not cause harm to Finix or any third party and are in accordance with this Agreement and any applicable Finix policies, procedures or guidelines;
   
   
   8. to comply with your applicable laws regarding online conduct and acceptable content and not to use the Sandbox for any illegal purpose;
   
   
   9. not to access the Sandbox for the purpose of designing or creating a similar or competing product; and
   
   
   10. not to transmit any viruses, worms, defects, trojan horses, or any items of a destructive nature.


7. CHANGES TO THE SANDBOX. Finix reserves the right to modify the Sandbox (or any part thereof), either temporarily or permanently, at any time without prior notice to you. You agree that Finix shall not be liable to you or any third party for any modification, suspension or termination of the Sandbox. You acknowledge and agree that Finix has no obligation to provide the Sandbox, or any part of the Sandbox, now or in the future.


8. ACCESS REVOCATION. Finix reserves the right to revoke a User Account anytime, without prior notice at its sole discretion, including if/when a User Account is being used in violation of the terms under this Agreement.


9. CONFIDENTIALITY. You shall keep all information related to the Sandbox, its functionality, related services or otherwise generated by you through the use of the Sandbox or received from Finix in connection with this Agreement or the Sandbox (“Information”) confidential and shall not copy, adapt, alter or divulge to any third party any such Information and shall not use the Information in any way except for the sole purpose specified in this Agreement and except in accordance with this Agreement. Finix may use the information you provided to Finix in connection with setting up your User Account for marketing purposes.


10. INTELLECTUAL PROPERTY. Except for the rights and licenses expressly granted to you in this Agreement, Finix shall retain all right, title and interest in and to the Platform, Sandbox, Platform API’s, Platform documentation, Sandbox documentation, Finix intellectual property, and any derivatives of the foregoing and/or intellectual property associated therewith. No title to or ownership of any of the foregoing is granted or otherwise transferred to you or any other entity or person under this Agreement. You will not reverse engineer, disassemble, decompile or otherwise attempt to discover the source code or trade secrets for the Sandbox, Platform or any related technology.


11. COMPLIANCE WITH LAWS. You will comply with all applicable laws, policies, guidelines, regulations, ordinances, and rules. You represent and warrant that you are not on the United States Department of Treasury, Office of Foreign Asset Controls list of Specially Designated National and Blocked Persons and are not otherwise a person to whom Finix is legally prohibited to provide the Sandbox. You agree to comply with all applicable laws regarding the transmission of technical data exported from the United States or the country in which you reside.


12. DATA OWNERSHIP AND SECURITY. As between Finix and you, you retain exclusive right, title and interest in and to all data that was not made available to you by Finix, either via the Sandbox or otherwise (“Your Data”). You are solely responsible for the accuracy, quality and integrity of Your Data and for the means by which you acquired Your Data. You are solely responsible for the security of data residing on server(s) owned or operated by you, or a third party designated by you (e.g., a web hosting company, processor, or other service provider). You agree that you will utilize commercially reasonable security practices in connection with accessing the Sandbox and will comply with all applicable Finix security protocols and security advisories in effect during the term of this Agreement.


13. DISCLAIMER OF WARRANTIES. THE SANDBOX AND SERVICES PROVIDED THROUGH THE SANDBOX ARE PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS, WITHOUT ANY WARRANTY WHATSOEVER. ALL WARRANTIES, REPRESENTATIONS, CONDITIONS AND ALL OTHER TERMS OF ANY KIND WHATSOEVER IMPLIED BY STATUTE OR COMMON LAW ARE, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, EXCLUDED FROM THIS AGREEMENT INCLUDING, WITHOUT LIMITATION, THAT THE SANDBOX AND ASSOCIATED SERVICES WILL BE UNINTERRUPTED OR VIRUS OR ERROR FREE, THAT ANY SERVICES WILL BE UNINTERRUPTED OR VIRUS OR ERROR FREE OR THAT THE SANDBOX AND/OR ASSOCIATED SERVICES WILL MEET YOUR REQUIREMENTS OR OPERATE IN COMBINATIONS WITH HARDWARE, SOFTWARE, PLATFORMS, SYSTEMS OR DATABASES USED BY YOU OR ON YOUR BEHALF.


14. INDEMNIFICATION. You agree to indemnify and hold harmless Finix against loss, liability, claims, damages or expenses (including attorney’s fees) related to your breach of this Agreement.


15. LIMITATION OF LIABILITY. In no event shall Finix be liable for any consequential, indirect, special, punitive or similar damages, or for loss of data or profit (whether actual or anticipated) or business interruption, arising out of the use of, or inability to use, the Sandbox and associated services, even if Finix or an authorized representative of Finix has been notified orally or in writing of the possibility of such damage. IN NO EVENT WILL THE TOTAL AGGREGATE LIABILITY OF FINIX, OR ITS OFFICERS, AGENTS AND LICENSORS TO ANY PARTY, WHETHER IN CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY OR OTHERWISE, EXCEED US$100.


16. MISCELLANEOUS.
    
    
    1. Governing Law. This Agreement will be governed by the laws of the State of California, without regard to its conflicts of laws rules. The federal and state courts located in San Francisco, California, will have proper and exclusive jurisdiction and venue with respect to any disputes arising from or related to the subject matter of this Agreement.
    
    
    2. Waiver. Finix’s failure to enforce, at any time, any of the provisions, conditions or requirements of this Agreement, or its failure at any time to require performance by you of any provision of this Agreement, will in no way waive your obligation to comply with each provision of this Agreement or Finix’s ability to enforce each such provision as written.
    
    
    3. Entire Agreement. This Agreement constitutes the entire understanding of the parties with respect to the Sandbox and supersedes all previous agreements, statements and understandings from or between the parties regarding the subject matter of this Agreement.
    
    
    4. No Partnership. No agency, partnership, joint venture, or employment relationship is created as a result of this Agreement and neither party has any authority of any kind to bind the other in any respect whatsoever.
    
    
    5. Severability. If any provision of this Agreement is declared invalid, illegal, or unenforceable in any jurisdiction, the validity, legality, and enforceability of the remaining provisions shall not in any way be affected or impaired thereby.
    
    
    6. Assignment. This Agreement is personal to you and may not be assigned, or any rights or obligations delegated at any time. Any purported assignment and delegation shall be ineffective. Finix may freely assign, delegate, subcontract or otherwise deal with this Agreement or any of its rights or obligations under this Agreement at any time.