Terms and Conditions

Volante Cloud Services Sandbox

Terms of Service

Last Modified: 3 April 2023

Volante Technologies, Inc. (“Volante”) has developed an ecosystem of cloud-based services that enable its customers to design, build, test and/or deploy solutions related to, among other things, payments processing and financial messaging (the “Cloud Services”). Volante makes certain of its Cloud Services available in cloud-based sandbox environment(s) to enable authorized users to trial and evaluate the Cloud Services in a non-production capacity (the “Trial Services”).

These Terms of Service (“Terms of Service” or “Agreement”) form a binding contract between you (“you” or “your”) and Volante and govern your access to and use of the Trial Services, which you desire to access and use solely for your internal evaluation purposes during the Trial Period. This Agreement does not allow and strictly prohibits access to or use of the Trial Services or any Cloud Services in production or for commercial purposes.

THIS AGREEMENT TAKES EFFECT WHEN YOU CLICK ON A BOX INDICATING YOUR ACCEPTANCE OF THESE TERMS OF SERVICE (THE “EFFECTIVE DATE”). BY CLICKING A BOX INDICATING YOUR ACCEPTANCE OF THESE TERMS OF SERVICE, YOU (A) ACKNOWLEDGE THAT YOU HAVE READ AND UNDERSTAND THIS AGREEMENT; (B) REPRESENT AND WARRANT THAT YOU HAVE THE RIGHT, POWER, AND AUTHORITY TO ENTER INTO THIS AGREEMENT AND, IF YOU ARE USING THE TRIAL SERVICES FOR A COMPANY OR OTHER LEGAL ENTITY OR ENTER INTO THIS AGREEMENT ON BEHALF OF A COMPANY OR OTHER LEGAL ENTITY, THAT YOU HAVE THE LEGAL AUTHORITY TO BIND SUCH ENTITY TO THIS AGREEMENT, IN WHICH CASE THE TERMS “YOU”, AND “YOUR” SHALL REFER TO SUCH ENTITY; AND (C) ACCEPT THIS AGREEMENT AND AGREE THAT YOU ARE LEGALLY BOUND BY ITS TERMS. IF YOU DO NOT HAVE SUCH AUTHORITY, OR IF YOU DO NOT AGREE TO THIS AGREEMENT, YOU MUST NOT ACCEPT THIS AGREEMENT AND MAY NOT ACCESS OR USE THE TRIAL SERVICES.

  1. Definitions.
    1. Authorized User” means you and your employees and individual contractors who are authorized by you to access and use the Trial Services under the rights granted to you pursuant to this Agreement and have created a developer profile on Volante’s website.
    2. Documentation” means Volante’s end user documentation relating to the Trial Services provided by Volante to you or any other Authorized User either electronically or in the sandbox environment(s).
    3. Trial Period” means the time period starting on the Effective Date and ending ninety (90) days from the Effective Date.
    4. Volante IP” means the Trial Services, the Documentation, and all intellectual property provided to you or any other Authorized User in connection with the foregoing. For the avoidance of doubt, Volante IP includes any information, data, or other content derived from Volante’s monitoring of your access to or use of the Trial Services but does not include Your Data.
    5. Your Data”means information, data, and other content, in any form or medium, that is submitted, posted, or otherwise transmitted by or on behalf of you or any other Authorized User to or through the Trial Services.
  2. Access and Use.
    1. Provision of Access. Subject to the terms and conditions of this Agreement, Volante hereby grants you a revocable, non-exclusive, non-transferable, non-sublicensable, limited right for Authorized Users to access and use the Trial Services during the Trial Period for the sole purpose of your own internal evaluation of the Cloud Services in a strictly non-commercial and non-production capacity in accordance with the terms and conditions herein and not for any commercial or other business or operational purposes. Volante shall provide you the necessary passwords and access credentials to allow you to access the Trial Services.
    2. Documentation License. Subject to the terms and conditions contained in this Agreement, Volante hereby grants you a non-exclusive, non-sublicensable, non-transferable license for Authorized Users to use the Documentation during the Trial Period solely for your internal evaluation purposes in connection with your use of the Trial Services.
    3. Sample Data. The Trial Services may include various sample data made available by Volante (the “Sample Data”). Where such data is provided, references in this Agreement to the Trial Services shall be read to include reference to the Sample Data.
    4. Use Restrictions. You shall not, and shall not permit any Authorized Users to, use the Trial Services, any software component of the Trial Services, or Documentation for any purposes beyond the scope of the access granted in this Agreement. Without limiting the foregoing sentence, you shall not at any time, directly or indirectly, and shall not permit any Authorized Users to: (i) use the Trial Services for production or commercial purposes or in conjunction with any production system; (ii) copy, modify, or create derivative works of the Trial Services, any software component of the Trial Services, or Documentation, in whole or in part; (iii) rent, lease, lend, sell, license, sublicense, assign, distribute, publish, transfer, or otherwise make available the Trial Services or Documentation except as expressly permitted under the Agreement; (iv) reverse engineer, disassemble, decompile, decode, adapt, or otherwise attempt to derive or gain access to any software component of the Trial Services, in whole or in part; (v) remove any proprietary notices from the Trial Services or Documentation; (vi) use the Trial Services or Documentation in any manner or for any purpose that infringes, misappropriates, or otherwise violates any intellectual property right or other right of any person, or that violates any applicable law, regulation, or rule; or (vii) release, publish or make available any results of your evaluation of the Volante IP(including, but not limited to, any data concerning availability, functionality or performance of the Trial Services or any part thereof) publicly or to any third party.
    5. Monitoring. Volante may monitor, collect, store and use any information in, about or relating to the Trial Services or to Your Data (including, without limitation, information on their performance and use) to monitor for or detect breaches of this Agreement or errors and for the maintenance, development and improvement of the Trial Services.
    6. Reservation of Rights. Volante reserves all rights not expressly granted to you in this Agreement. Except for the limited rights and licenses expressly granted under this Agreement, nothing in this Agreement grants, by implication, waiver, estoppel, or otherwise, you or any third party any intellectual property rights or other right, title, or interest in or to the Volante IP.
  3. Your Responsibilities.
    1. Account Use. You are responsible and liable for all uses of the Trial Services and Documentation resulting from access provided by you, directly or indirectly, whether such access or use is permitted by or in violation of this Agreement. Without limiting the foregoing sentence, you are responsible for all acts and omissions of Authorized Users, and any act or omission by an Authorized User that would constitute a breach of the Agreement if taken by you will be deemed a breach of the Agreement by you. Any obligation on you to do, or to refrain from doing, any act or thing under this Agreement shall include an obligation upon you to procure that all Authorized Users also do, or refrain from doing, such act or thing.You shall use reasonable efforts to make all Authorized Users aware of this Agreement’s provisions as applicable to such Authorized User’s use of the Trial Services and shall cause Authorized Users to comply with such provisions.
    2. Your Data. The Trial Services may permit you to input Your Data. You acknowledge and agree that: (i) the Trial Services are not designed or intended for use with production data, business data, confidential information, personal information or any other data which may have value or pose any risk to you; and (ii) Volante accepts no obligation (howsoever arising, whether under contract, tort, in negligence or otherwise) that Your Data will be kept confidential or secure or free from loss, damage, destruction, corruption or unauthorized access or disclosure. You shall ensure that: (i) Your Data does not include any personal information (as defined by applicable data protection and privacy laws) or data that is confidential or needs to be kept secure, confidential or free from loss, damage, destruction, corruption or unauthorized access or disclosure; (ii) Your Data does not include any data subject to any export control laws of the United Kingdom, the United States, the European Union or any of its member states or any other jurisdiction; and (iii) all necessary licences, approvals and consents have been obtained by you as required for Your Data’s hosting, use, processing and other utilization in connection with the Trial Services in compliance with all laws and all third party intellectual property rights. You hereby grant to Volante a non-exclusive, royalty-free, worldwide license to reproduce, distribute, and otherwise use and display Your Data and perform all acts with respect to Your Data as may be necessary for Volante to provide the Trial Services to you. You are solely responsible for the development, content, operation, maintenance, and use of Your Data. You agree that: (i) Volante may remove or disable any of Your Data at any time for any reason (including, but not limited to, upon receipt of claims or allegations from third parties or authorities relating to such of Your Data), or for no reason at all; (ii) Volante is not required to store or retain any of YourData during or after the Trial Period; and (iii) Volante shall not be obliged to provide you with any assistance in extracting, transferring or recovering any data whether during or after the Trial Period, and you acknowledge and agree that you are solely responsible for taking appropriate measures to back up and make any required copies of any of Your Data and any other measures to provide or recover any of Your Data.
    3. Passwords and Access Credentials. You are responsible for keeping Authorized User passwords and access credentials associated with the Trial Services confidential. You will not sell or transfer them to any other person or entity. You will promptly notify Volante about any actual or suspected unauthorized access to passwords or access credentials of Authorized Users or to the Trial Services.
    4. Equipment. You shall be responsible for obtaining and maintaining any equipment and ancillary services needed to connect to, access or otherwise use the Volante IP, including, without limitation, modems, hardware, server, software, operating system, networking, web servers and the like.
  4. Support. This Agreement does not entitle you to any support, maintenance, upgrades, or modifications for the Trial Services.
  5. Trial Fee. The partiesagree that no fees will be payable under this Agreement in exchange for the access granted under this Agreement. You acknowledge and agree that this fee arrangement is made in consideration of the mutual covenants set forth in this Agreement, including, without limitation, the disclaimers, exclusions, and limitations of liability set forth herein.
  6. Confidential Information.
    1. From time to time during the Trial Period, each party may disclose or make available to the other party information about its business affairs, products, confidential intellectual property, trade secrets, third-party confidential information, and other sensitive or proprietary information, whether orally or in written, electronic, or other form or media, whether or not marked, designated, or otherwise identified as “confidential” at the time of disclosure (collectively, “Confidential Information”). With respect to Volante, Confidential Information includes, without limitation, the Volante IP.
    2. Confidential Information does not include information that:(i) is known to the receiving party prior to receipt from the disclosing party directly or indirectly from a source other than one having an obligation of confidentiality to the disclosing party; (ii) becomes known (independently of disclosure by the disclosing party) to the receiving party directly or indirectly from a source other than one having an obligation of confidentiality to the disclosing party; (iii) becomes publicly known or otherwise ceases to be secret or confidential, except through a breach of the Agreement by the receiving party; or (iv) is independently developed by the receiving party without access to or use of the disclosing party’s Confidential Information.
    3. The receiving party shall not disclose the disclosing party’s Confidential Information to any person or entity, except to the receiving party’s directors, officers, employees or individual contractors, and, as it pertains to Volante, its affiliates, who have a need to know the Confidential Information for the receiving party to exercise its rights or perform its obligations hereunder and who are required to protect the Confidential Information in a manner no less stringent than required under the Agreement.
    4. In the event the receiving party is required by applicable law, regulation, or legal process to disclose any Confidential Information of the disclosing party, the receiving party will give the disclosing party prompt notice, if legally permitted, of such requirement so that the disclosing party may seek an appropriate protective order or other appropriate remedy. In the event that such protective order or other remedy is not obtained, or that the disclosing party waives compliance with the provisions hereof, the receiving party shall furnish only that portion of the Confidential Information which it is advised by counsel is legally required to be disclosed, and shall use its reasonable efforts to ensure that confidential treatment shall be afforded such disclosed portion of the Confidential Information.
    5. Each party’s obligations of non-disclosure with regard to Confidential Information are effective as of the date such Confidential Information is first disclosed to the receiving party and will expire five (5) years after termination or expiration of the Trial Period; provided, however, with respect to any Confidential Information that constitutes a trade secret (as determined under applicable law), such obligations of non-disclosure will survive the termination or expiration of the Agreement for as long as such Confidential Information remains subject to trade secret protection under applicable law.
  7. Privacy Policy. Volante shall adhere to its privacy policy available at https://www.volantetech.com/privacy-policy (“Privacy Policy”) in providing the Trial Services. The Privacy Policy is subject to change as described therein. You acknowledge that you have reviewed and accepted Volante’s Privacy Policy, and you consent to all actions taken by Volante with respect to your information, including but not limited to information related to the Authorized Users, in compliance with the then-current version of Volante’s Privacy Policy.
  8. Intellectual Property Ownership; Feedback.
    1. Volante IP. As between you and Volante, Volante owns all right, title, and interest, including, but not limited to, all intellectual property rights, in and to the Volante IP.
    2. Your Data. As between you and Volante, you own all right, title, and interest, including, but not limited to, all intellectual property rights, in and to Your Data.
    3. Feedback. You or other Authorized Users may from time to time submit questions or provide comments or suggestions, including without limitation, for enhancements, new features or functionality, or other feedback to Volante with respect to the Volante IP (“Feedback”). Notwithstanding anything to the contrary, Feedback, even if designated as confidential, shall not create any confidentiality obligation for Volante, and you hereby grant to Volante a royalty-free, fully paid up, worldwide, transferable, sub-licensable, irrevocable, perpetual license to use and exploit the Feedback for any purpose without payment or attribution to you or any other Authorized User. As a matter or clarity and certainty, as between you and Volante, Volante possesses and shall maintain full discretion to determine whether to use any Feedback.
  9. Your Representations and Warranties. You represent, warrant and covenant to Volante that: (a) you own all Your Data or have obtained all permissions, releases, rights or licenses required to grant to Volante the rights and licenses granted under this Agreement; (b) neither Your Data, nor Volante’s exercise of the rights and license granted by you herein, violate, infringe, or misappropriate (or will violate, infringe or misappropriate) any third party’s rights, including, but not limited to, intellectual property rights and rights of privacy and publicity; (c) Your Data does not and will not contain any matter that is defamatory, obscene, unlawful, threatening, abusive, tortious, offensive or harassing; (d) Your Data (and all information contained therein) is accurate and up to date, and is not misleading or deceptive; and (e) Your Data does not contain any virus, disabling code or malicious software (including, but not limited to, malware, trojan horses, ransomware and spyware).
  10. Disclaimer of Warranties. THE VOLANTE IP IS PROVIDED “AS IS” AND VOLANTE HEREBY DISCLAIMS ALL WARRANTIES, WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE. VOLANTE SPECIFICALLY DISCLAIMS ALL IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT, AND ALL WARRANTIES ARISING FROM COURSE OF DEALING, USAGE, OR TRADE PRACTICE. VOLANTE MAKES NO WARRANTY OF ANY KIND THAT THE VOLANTE IP, OR ANY PRODUCTS OR RESULTS OF THE USE THEREOF, WILL MEET YOUR OR ANY OTHER PERSON'S REQUIREMENTS, OPERATE WITHOUT INTERRUPTION, ACHIEVE ANY INTENDED RESULT, BE COMPATIBLE OR WORK WITH ANY SOFTWARE, SYSTEM, OR OTHER SERVICES, OR BE SECURE, ACCURATE, COMPLETE, FREE OF HARMFUL CODE, OR ERROR-FREE.
  11. Indemnification. You shall indemnify, hold harmless, and, at Volante’s option, defend Volante from and against any losses, damages, liabilities, or costs (including reasonable attorneys’ fees) resulting from any third-party claim, suit, action, or proceeding (“Third-Party Claim”) alleging that: (a) Your Data, or any use of Your Data in accordance with this Agreement, infringes or misappropriates such third party’s intellectual property rights; or (b) any Third-Party Claims based on your or any Authorized User’s (i) wilful misconduct; or (ii) use of the Volante IP in a manner not authorized by the Agreement. In the event Volante seeks indemnification or defense from you under this provision, Volante shall promptly notify you in writing of the Third-Party Claim(s) brought against Volante for which Volante seeks indemnification or defense. Volante reserves the right, at its option and in its sole discretion, to assume full control of the defense of the claim(s) with legal counsel of Volante’s choice. You may not enter into any third-party agreement which would, in any manner whatsoever, affect Volante’s rights, constitute an admission of fault by Volante, or bind Volante in any manner, without Volante’s prior written consent.
  12. Limitations of Liability. IN NO EVENT WILL VOLANTE BE LIABLE UNDER OR IN CONNECTION WITH THIS AGREEMENT UNDER ANY LEGAL OR EQUITABLE THEORY, INCLUDING BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY, OR OTHERWISE, FOR ANY: (a) CONSEQUENTIAL, INCIDENTAL, INDIRECT, EXEMPLARY, SPECIAL, ENHANCED, OR PUNITIVE DAMAGES; (b) INCREASED COSTS, DIMINUTION IN VALUE OR LOST BUSINESS, PRODUCTION, REVENUES, OR PROFITS; (c) LOSS OF GOODWILL OR REPUTATION; (d) USE, INABILITY TO USE, LOSS, INTERRUPTION, DELAY OR RECOVERY OF ANY DATA, OR BREACH OF DATA OR SYSTEM SECURITY; OR (e) COST OF REPLACEMENT GOODS OR SERVICES, IN EACH CASE REGARDLESS OF WHETHER VOLANTE WAS ADVISED OF THE POSSIBILITY OF SUCH LOSSES OR DAMAGES OR SUCH LOSSES OR DAMAGES WERE OTHERWISE FORESEEABLE. IN NO EVENT WILL VOLANTE’S AGGREGATE LIABILITY ARISING OUT OF OR RELATED TO THIS AGREEMENT UNDER ANY LEGAL OR EQUITABLE THEORY, INCLUDING BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY, OR OTHERWISE EXCEED $100.
  13. Term and Termination. The term of the Agreement begins on the Effective Date and, unless terminated earlier pursuant to this Agreement’s express provisions, will continue in effect until the expiration of the Trial Period. Either party may immediately terminate this Agreement or the provision of any of the Trial Services at any time for convenience by notice to the other party. Upon expiration or earlier termination of this Agreement, you shall immediately discontinue use of the Volante IP and, without limiting your obligations under Section 6, you shall delete, destroy, or return all copies of the Volante IP and certify in writing to Volante that the Volante IP has been deleted or destroyed. This Section 13 and Sections 1, 6, 11, 12, 15, 16, and 17 survive any termination or expiration of this Agreement. No other provisions of this Agreement survive the expiration or earlier termination of this Agreement.
  14. Changes to Terms of Service. You acknowledge and agree that Volante has the right, in its sole discretion, to amend these Terms of Service from time to time, and that amended terms become effective on posting. You will be notified of any material amendments through direct email communication from Volante or via a notification in Volante’s online sandbox environment. You are responsible for reviewing and becoming familiar with any amendments to this Agreement. If you do not accept any such amendment, you should terminate this Agreement in accordance with Section 13. Your continued use of the TrialServices after the effective date of the amendment will be deemed acceptance of the amended terms.
  15. Export Regulation. The Trial Services utilize software and technology that may be subject to US export control laws, including, but not limited to, the US Export Administration Act and its associated regulations. You shall not, directly or indirectly, export, re-export, or release the Trial Services or the software or technology included in the Trial Services to, or make the Trial Services or the software or technology included in the Trial Services accessible from, any jurisdiction or country to which export, re-export, or release is prohibited by law, regulation, or rule. You shall comply with all applicable federal laws, regulations, and rules, and complete all required undertakings (including, but not limited to, obtaining any necessary export license or other governmental approval), prior to exporting, re-exporting, releasing, or otherwise making the Trial Services or the software or technology included in the Trial Services available outside the United States.
  16. Governing Law and Jurisdiction. This Agreement is governed by and construed in accordance with the internal laws of the State of New York without giving effect to any choice or conflict of law provision or rule that would require or permit the application of the laws of any jurisdiction other than those of the State of New York. Except as otherwise set forth herein, any legal suit, action, or proceeding arising out of or related to this Agreement or the rights granted hereunder will be instituted exclusively in the federal courts of the United States or the courts of the State of New York in each case located in the city of New York, and each party irrevocably submits to the exclusive jurisdiction of such courts in any such suit, action, or proceeding.
  17. Miscellaneous. Both parties agree that this Agreement is the complete and an exclusive statement of the mutual understanding of the parties and supersedes and cancels all previous written and oral agreements, communications and other understandings relating to the subject matter of this Agreement, and that all waivers and modifications must be in a writing signed by both parties, except as otherwise provided herein. No agency, partnership, joint venture, or employment is created as a result of the Agreement and a party does not have any authority of any kind to bind the other party in any respect whatsoever. All notices under this Agreement will be in writing and sent to the recipient’s then current registered office or last known place of business and may be given, and are deemed to have been received: (a) by hand: on receipt of a signature at the time of delivery; (b) by certified or registered mail, return receipt requested: on the fourth (4th) day after sending; and (c) by internationally recognized courier service, signature required: on the fourth (4th) day after sending. You acknowledge that any unauthorized use of the Volante IPwill cause irreparable harm and injury to Volante for which there is no adequate remedy at law. In addition to all other remedies available under this Agreement, at law or in equity, you further agree that Volante will be entitled to seek injunctive relief in the event you use the Volante IP or any part thereof in violation of the limited rights granted herein or use the Volante IP in any way not expressly permitted by this Agreement. The headings and captions used in this Agreement are used for convenience only and are not to be considered in construing or interpreting this Agreement. In any action or proceeding to enforce rights under this Agreement, the prevailing party will be entitled to recover costs and attorneys’ fees. The invalidity, illegality, or unenforceability of any provision herein shall not affect any other provision herein or the validity, legality, or enforceability of such provision in any other jurisdiction. Any failure to act by Volante with respect to a breach of this Agreement by you or others does not constitute a waiver and will not limit Volante’s rights with respect to such breach or any subsequent breaches. This Agreement is personal to you and may not be assigned or transferred for any reason whatsoever without Volante’s prior written consent, and any action or conduct in violation of the foregoing will be void and without effect. Volante expressly reserves the right to assign this Agreement and to delegate any of its obligations hereunder.