Sandbox Terms of Service
Effective Date: 12/16/2020
TERMS OF SERVICE AGREEMENT
PLEASE READ THESE TERMS OF SERVICE CAREFULLY. BY CLICKING “I ACCEPT,” YOU AGREE TO THESE TERMS AND CONDITIONS.
This Terms of Service Agreement (this “Agreement”) is a legally binding contract between Cross River Bank (“Cross River”) and an individual end user of Cross River’s System (as defined below) (“You,” “Your”). You agree that when you access or use the System, You will do so subject to this Agreement. DO NOT ACCESS OR USE THE SYSTEM IF YOU ARE UNWILLING OR UNABLE TO BE BOUND BY THIS AGREEMENT.
This Agreement is effective as of the date You click “I ACCEPT” (the “Effective Date”).
I. Use of the System.
A. License. Subject to the terms set forth herein, Cross River hereby grants you a limited, non-exclusive license to access and use Cross River’s sandbox environment (“System”) solely for the purpose of learning more about the Cross River technology.
B. Use Restrictions. You shall not: (a) provide System passwords or other log-in information to any third party; (b) use, modify, copy, offer, distribute, import, export, or publicly display or perform the System (electronically or otherwise), or any copy, adaptation, transcription, compilation, or derivative thereof, in whole or in part; (c) reverse engineer, decompile, decode, decrypt, disassemble, or in any way derive source code from the System or any software related thereto; (d) distribute, sublicense, rent, lease, loan the System to any third party; (e) access the System in order to build a competitive product or service, build a product using similar ideas, features, functions or graphics of the System, or copy any ideas, features, functions or graphics of the System; (f) engage in web scraping or data scraping, including without limitation collection of information through any software that simulates human activity or any bot or web crawler; or (g) upload or transmit to the System any virus, worm, or other harmful feature. If Cross River suspects that You have violated the requirements of this Section, Cross River may suspend Your access to the System without advanced notice, in addition to other remedies Cross River may have. Cross River is not obligated to take any action against You or any other System user or other third party for violating this Agreement, but Cross River is free to take any such action it sees fit.
C. Unauthorized Access. You agree to take all reasonable steps to prevent unauthorized access to the System, including protecting Your passwords and other log-in information.
D. Compliance with Laws. In using the System, You shall comply with all applicable laws, including without limitation export control laws, laws governing the protection of personally identifiable information, and any laws related to the protection of data or technology.
E. System Access. You are responsible and liable for: (a) Your use of the System, including unauthorized conduct and conduct that would violate the requirements of this Agreement; and (b) any use of the System through Your account or passwords, whether authorized or not.
II. IP & Feedback.
A. IP Rights in the System. Cross River retains all right, title, and interest in and to the intellectual property associated with the System, the software used to provide the System, and any and all graphics, user interfaces, logos, and trademarks reproduced through the System. This Agreement does not grant You any intellectual property license or rights in or to the System or any of its components, except to the limited extent that this Agreement specifically sets forth.
B. Feedback. Cross River has not agreed to and does not agree to treat as confidential any Feedback that You provide to Cross River, and nothing in this Agreement or in the parties’ dealings arising out of or related to this Agreement will restrict Cross River’s right to use, profit from, disclose, publish, keep secret, or otherwise exploit Feedback, without compensating or crediting You. You hereby grant Cross River a perpetual, irrevocable right and license to exploit Feedback in any and every way.
TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, The SYSTEM IS provided "AS IS" AND “AS AVAILABLE” WITHOUT WARRANTY OF ANY KIND INCLUDING, BUT NOT LIMITED TO, ANY EXPRESS OR IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, INFORMATIONAL CONTENT OR ACCURACY, NON-INFRINGEMENT, QUIET ENJOYMENT, AND TITLE. CROSS RIVER DOES NOT GUARANTEE ANY SPECIFIC RESULT FROM THE USE OF THE SYSTEM.
IV. LIMITATION OF LIABILITY
TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN ADDITION TO THE ABOVE WARRANTY DISCLAIMERS, IN NO EVENT WILL CROSS RIVER BE LIABLE FOR ANY CONSEQUENTIAL, EXEMPLARY, SPECIAL OR INCIDENTAL DAMAGES, INCLUDING ANY DAMAGES FOR LOST DATA ARISING FROM OR RELATING TO YOUR USE OF THE SYSTEM, EVEN IF CROSS RIVER KNEW OR SHOULD HAVE KNOWN OF THE POSSIBILITY OF SUCH DAMAGES. THIS LIMITATION IS CUMULATIVE AND WILL NOT BE INCREASED BY THE EXISTENCE OF MORE THAN ONE INCIDENT OR CLAIM. IN NO EVENT WILL THE AGGREGATE LIABILITY OF CROSS RIVER EXCEED ONE HUNDRED ($100) DOLLARS.
You agree to defend, indemnify, and hold harmless Cross River and its employees, agents, directors, officers, and shareholders, from and against all liabilities, claims, damages and expenses (including without limitation reasonable attorneys’ fees and costs) arising out of your use of the System, your breach of this Agreement, or your alleged or actual infringement of the intellectual property rights of third parties.
You understand and agree that you may have access to or otherwise obtain private or confidential information of Cross River in connection with Your use of the System (“Confidential Information”). Confidential Information includes information that is marked as “confidential” or “proprietary,” or information that should reasonably be understood to be confidential given the nature of the information. You shall hold the Confidential Information in confidence and shall not, without the prior written consent of Cross River, disclose it to a third party. You shall not use Confidential Information for any purpose other than in performance of this Agreement. This obligation of confidentiality shall not apply to information that is generally available to the public through no act or omission of You or becomes known to You through a third party with no obligation of confidentiality, or is required to be disclosed by law, court or by any government or regulatory authority. If any Confidential Information is required to be disclosed by statute, rule, regulation or order of any court of competent jurisdiction, before any such disclosure You will provide notice to Cross River reasonably sufficient to allow Cross River the opportunity to apply for a protective order or other restriction regarding such disclosure. All Confidential Information will remain the exclusive property of Cross River. No public announcement, press release or communication concerning this Agreement shall be made without the prior consent of Cross River.
VII. Term and Termination.
A. Term. The term of this Agreement (the “Term”) will commence on the Effective Date and continue until the earlier of: (i) six (6) months, or (ii) terminated by either You or Cross River.
B. Termination. Either party may terminate this Agreement for any reason at any time. Cross River may terminate this Agreement by providing you with written notice of termination or prohibiting You from accessing the System. You may terminate this Agreement by sending a request to email@example.com to terminate your access.
C. Effects of Termination. Upon termination of this Agreement, You shall cease all use of the System. The following provisions will survive termination of this Agreement: Articles II (IP & Feedback), III (Disclaimer), IV (Limitation of Liability), V (Indemnification), VI (Confidentiality) and VII (Miscellaneous); and any other provision of this Agreement that must survive to fulfill its essential purpose
A. Equitable Relief. If You breach any provision of this Agreement, Cross River will be entitled, in addition to any other rights available under this Agreement or at law or in equity, to apply for immediate injunctive relief without any requirement to post a bond or other security and You acknowledge and agree to not contest such application.
B. Entire Agreement. This Agreement supersedes any and all other agreements, either oral or in writing, between the parties with respect to the matters stated herein, and this Agreement contains all of the covenants and agreements between the parties with respect thereto.
C. Choice of Law & Jurisdiction. Excluding conflict of laws rules, this Agreement shall be governed by and construed under the laws of the State of New Jersey. All disputes arising out of or in relation to this Agreement shall be submitted to the exclusive jurisdiction of the state or federal courts of located in State of New Jersey.
D. Assignment & Successors. You may not assign this Agreement or any of its rights or obligations hereunder without Cross River’s express written consent.
E. Severability. In the event that a provision of this Agreement is held to be invalid or otherwise unenforceable, such provision will be interpreted to fulfill its intended purpose to the maximum extent permitted by applicable law, and the remaining provisions of this Agreement will continue in full force and effect.
F. No Waiver. Neither party will be deemed to have waived any of its rights under this Agreement by lapse of time or by any statement or representation other than by an authorized representative in an explicit written waiver. No waiver of a breach of this Agreement will constitute a waiver of any other breach of this Agreement.
G. Force Majeure. Cross River shall not be liable hereunder for any failure or delay in the performance of its obligations under this Agreement if such failure or delay is on account of causes beyond its control, including labor disputes, civil commotion, war, fires, floods, inclement weather, governmental regulations or controls, casualty, government authority, strikes, pandemics or acts of God, in which event Cross River shall be excused from its obligations for the period of the delay and for a reasonable time thereafter.
By using any part of the System, you indicate that you have read this Agreement, understand it and agree to be bound by its terms and conditions.