KOXA REQUIRED TERMS & CONDITIONS
Appropriate Use
Customer may not use the Platform (“Platform” means Koxa’s proprietary open banking platform) for any purpose, function or feature not described in the documentation.
Customer will not:
- Use the Platform for any illegal or unauthorized purpose or in any manner that damages or interferes with its operation;
- Sublicense, sell, lease (including on a service bureau basis), rent, share, transfer, or otherwise attempt to assign any part of the Platform or any other intellectual property of Koxa;
- Remove any copyright, trademark or other proprietary rights notices contained in or on the Platform;
- Modify, reverse engineer, decompile, disassemble or otherwise attempt to derive the source code of the Platform;
- Use the Platform except to conduct business on its own behalf in the regular course;
- Circumvent any security measures or use restrictions in the Platform;
- Share any PII or PHI in any transmission sent through the Platform (e.g., memo field for a payment);
- Refer to the Platform in the development, marketing, or sale of any competitive product; or
- Disclose the documentation, or any other information about the Platform to any third party.
Ownership
The Platform contains valuable intellectual property rights and is propriety to Koxa, and title thereto remains with Koxa. Customer does not acquire any rights, express or implied, in the Platform or any third-party software incorporated therein other than those specified in this Agreement. All applicable rights to patents, copyrights, trademarks and trade secrets in this Platform are and shall remain with Koxa.
Limitation of Liability
To the extent permitted by law, Koxa and Bank shall have no liability for the parties for claims arising from:
- Customer’s DebtBook solution or Customers use of DebtBook;
- Acts or omissions of DebtBook;
- Any data, information or instructions provided to Koxa or bank by the Customer’s DebtBook solution, including but not limited to any errors or issues associated with such data, information or instructions;
- Unauthorized or unlawful access to, or use, loss or disclosure of any information about Customer’s account provided by Koxa to Customer’s DebtBook solution;
- Use of the Platform that is not consistent with the documentation; or
- Acts or omissions of Customer.
IN NO EVENT WILL KOXA BE LIABLE FOR ANY CONSEQUENTIAL, INDIRECT, EXEMPLARY, SPECIAL OR INCIDENTAL DAMAGES, INCLUDING ANY LOST DATA AND LOST PROFITS, ARISING FROM OR RELATING TO THE PLATFORM OR THIS AGREEMENT, EVEN IF CUSTOMER HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. THE TOTAL CUMULATIVE LIABILITY OF KOXA ARISING OUT OF OR RELATING TO THIS AGREEMENT AND THE PLATFORM, WHETHER IN CONTRACT OR TORT OR OTHERWISE, WILL NOT EXCEED THREE-THOUSAND DOLLARS ($3,000). KOXA ALSO DISCLAIMS ALL LIABILITY OF ANY KIND OF KOXA’S SUPPLIERS AND LICENSORS.
No Warranties
THE PLATFORM PROVIDED BY KOXA TO CUSTOMER IS PROVIDED “AS IS” WITHOUT ANY WARRANTY OF ANY KIND WHATSOEVER. KOXA HEREBY EXPRESSLY DISCLAIMS ALL WARRANTIES WITH REGARD TO THE PLATFORM, WHETHER EXPRESS, IMPLIED, STATUTORY OR OTHERWISE, INCLUDING, WITHOUT LIMITATION, ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE AND NON-INFRINGEMENT, AND ANY WARRANTIES ARISING OUT OF COURSE OF DEALING OR COURSE OF PERFORMANCE. KOXA DOES NOT WARRANT THAT THE PLATFORM WILL OPERATE WITHOUT INTERRUPTION OR ERROR, THAT THE PLATFORM IS FREE FROM DEFECTS, THAT ANY TRANSACTIONS INITIATED THROUGH THE PLATFORM WILL BE ACCURATE OR COMPLETE, THAT KOXA WILL MAINTAIN ANY DATA WITHOUT LOSS. KOXA DOES NOT MAKE ANY WARRANTY AS TO THE OUTPUT THAT MAY BE OBTAINED FROM USE OF THE PLATFORM. CUSTOMER ACKNOWLEDGES THAT NO WARRANTIES ARE MADE BY ANY OF VENDOR’S LICENSORS OR SUPPLIERS. KOXA RESERVES THE RIGHT TO CHANGE, MODIFY, OR ALTER THE PLATFORM WITHOUT NOTICE, AT ANY TIME.
Third Party Beneficiary
Koxa is a 3rd party beneficiary of this Customer Agreement.
Catch All
Customer agrees to comply with any additional requirements, authorizations or other information as required.
Additional Terms
For the avoidance of doubt, Customer is limited to one hundred (100) Users. Customer will cooperate with Koxa in the provision of information pertaining to the APIs, Platform, and SaaS Services.
Customer represents and warrants that Customer will not use or attempt to use, and will instruct its authorized users not to use or attempt to use, the Services to engage in: (i) any activity in violation of any restrictions on the use of the SaaS Services set forth in the Agreement; (ii) any illegal purpose or activity; and (iii) any violation of any applicable law, rule or regulation.
