{"templateType":"caas","title":"terms",":items":{"root":{"columnClassNames":{"contentfragment":"aem-GridColumn aem-GridColumn--default--12"},"gridClassNames":"aem-Grid aem-Grid--12 aem-Grid--default--12","columnCount":12,":items":{"contentfragment":{"id":"contentfragment-aec1e1c33e","description":"","title":"termsV2.0",":items":{},":itemsOrder":[],":type":"truistaemplatform/components/content/contentfragment","elements":{"effectiveDate":{"dataType":"calendar","title":"Effective Date","value":1714017600000,"multiValue":false,":type":"calendar"},"contentVersion":{"dataType":"string","title":"Content Version","value":"2.0","multiValue":false,":type":"string"},"forceAcceptance":{"dataType":"boolean","title":"Force Acceptance","value":false,"multiValue":false,":type":"boolean"},"title1":{"dataType":"string","title":"Title 1","value":"PRE-PRODUCTION API LICENSE","multiValue":false,":type":"string"},"description1":{"dataType":"string","title":"Terms and Conditions (Description 1)","value":"Please carefully read this Pre-Production API License (this 'Agreement').\u003Cbr /\u003E\u003Cbr /\u003ETruist Bank ('Licensor' or 'Truist') provides rights to use the Developer Tokens and Truist APIs to access the Truist Systems solely on the terms and conditions set forth in this Agreement and on the condition that You accept and comply with these terms and conditions. Capitalized terms that are not used when they first appear are defined at the end of this Agreement.\u003Cbr /\u003E\u003Cbr /\u003EBy clicking the 'I accept the terms & conditions' button (a) the organization identified on the preceding registration page ('You') are entering into a legally binding contract with Truist; and (b) the individual clicking through represents and warrants that they have the right, power, and authority to enter into this Agreement on behalf of such organization.\u003Cbr /\u003E\u003Cbr /\u003E1. \u003Cu\u003EInitial License Grant.\u003C/u\u003E Subject to Your adherence to each of the terms and conditions of this Agreement, Truist hereby grants to You and You hereby accept a limited, revocable, non-exclusive, non-sublicensable, non-transferable license during the Term to use the Developer Token and Truist APIs to exchange information with the Test Environment from a location in the Territory via development-stage Products as reasonably necessary to test those Products.\u003Cbr /\u003E\u003Cbr /\u003E2. \u003Cu\u003ENo Production License Grant.\u003C/u\u003E This Agreement does not grant a license to place any Product into production. You will be authorized to place a Product into production only if (a) You submit the Product for review and testing by Truist; (b) Truist issues an acceptance notice for that Product; and (c) You sign a subsequent agreement establishing the rights and obligations of You and Truist with respect to that Product ('Production License Agreement'). You may review a sample Production License Agreement here, although the terms of Your agreement may vary depending on the use case(s) of the Product, the data elements to be obtained through use of a Production Token, and other factors. Truist may accept or reject a Product in its sole discretion, for any reason or no reason, and You agree that You will have no recourse against Truist if Truist does not accept a Product.\u003Cbr /\u003E\u003Cbr /\u003E3. \u003Cu\u003EInformation.\u003C/u\u003E You will only use Information received during testing pursuant to Section 1 (Initial License Grant) for such testing and no other purpose or reason.\u003Cbr /\u003E\u003Cbr /\u003E4. \u003Cu\u003EImpact on Truist Systems.\u003C/u\u003E You will not use or access the Truist Systems in any way which, in Truist's reasonable judgment, adversely affects the performance or function of the Truist Systems, interferes with the ability of authorized Persons to access the Truist Systems, or constitutes an act of unfair competition in violation of Applicable Law. Further, You agree not to associate, input, or upload to the Truist Systems any virus, Trojan horse, worm, time bomb, malicious logic, trap or back door, computer programming routine, device, or other feature, that (i) is intended to delete, disable, damage, interfere with, intercept, expropriate, or provide unauthorized access to the Truist Systems, or any other software, program, data, device, system, or service; or (ii) infringes the intellectual property rights of a third party.\u003Cbr /\u003E\u003Cbr /\u003E5. \u003Cu\u003ERestricted Activities.\u003C/u\u003E Notwithstanding any rights expressly granted under this Agreement, You shall not use or access (nor facilitate or enable others to use or access) the Truist Systems in any way which may, directly or indirectly, undermine Truist's business interests without Truist's prior written consent. By way of example and without limitation, You shall not, and You shall not facilitate or enable others to modify, decompile, reverse engineer, or otherwise alter the Truist Materials.\u003Cbr /\u003E\u003Cbr /\u003E6. \u003Cu\u003EOwnership.\u003C/u\u003E You hereby acknowledge and agree that Truist, its Affiliates, or their licensors are the owner of all right, title, and interest in and to the Truist Materials. You acknowledge that You have not acquired, and will not acquire, any ownership interest in the Truist Materials by reason of or in relation to this Agreement. You will not at any time do or knowingly permit to be done any act or thing that would in any way impair the rights of Truist, its Affiliates or its licensors in and to the Truist Materials. Truist reserves all rights pertaining to the Truist Materials not specifically granted herein.\u003Cbr /\u003E\u003Cbr /\u003E7. \u003Cu\u003ETerm.\u003C/u\u003E This Agreement will become effective on the Effective Date and will remain in full force and effect thereafter until terminated as provided herein (the 'Term').\u003Cbr /\u003E\u003Cbr /\u003E8. \u003Cu\u003ETermination.\u003C/u\u003E\u003Cbr /\u003E\u003Cbr /\u003E   a. \u003Cu\u003EFor Convenience.\u003C/u\u003E Without affecting any other remedy or termination right available to it, either party may terminate this Agreement, and Truist may terminate any of the licenses granted hereunder, for convenience at any time upon 30 days' Notice to the other party.\u003Cbr /\u003E\u003Cbr /\u003E   b. \u003Cu\u003EFor Material Breach.\u003C/u\u003E Each party has the right to terminate this Agreement at any time, effective upon Notice of termination to the other party and without the need to resort to legal action, in the event of a material breach of this Agreement by the other party that is not cured for a period of 15 days after receipt of Notice.\u003Cbr /\u003E\u003Cbr /\u003E   c. \u003Cu\u003EImmediate Termination.\u003C/u\u003E In addition to the rights set forth in Sections 8(a) and 8(b), Truist has the right to terminate this Agreement immediately upon Notice to You at any time: (i) upon a breach by You of Sections 1-6, 12(b), or 12(c); (ii) in the event of commencement of bankruptcy, corporate reorganization, civil rehabilitation, special liquidation, or any other insolvency proceeding with respect to You; (iii) in the event You have a receiver, administrator, administrative receiver, liquidator, or other similar officer appointed in respect of the whole or any part of Your assets or business; (iv) in the event You are dissolved or pass a resolution for winding up or dissolution, or if a court makes an order to that effect, or (v) in the event of any attempt to circumvent any access limitation or other security feature of the Truist Systems.\u003Cbr /\u003E\u003Cbr /\u003E   d. \u003Cu\u003ESuspension of Access.\u003C/u\u003E In addition to the rights set forth in Sections 8(a), 8(b), and 8(c), You acknowledge that Truist has the right to prohibit access to any part of the Truist Systems at any time as Truist deems necessary in its sole discretion, without limitation, to: (i) prevent access to the Truist Systems that is not in compliance with the terms and conditions of this Agreement; (ii) correct a material error in the Truist Systems or Truist APIs; (iii) comply with Applicable Law, or (iv) limit the number of times the Product accesses the Truist Systems or Truist APIs within any given period.\u003Cbr /\u003E\u003Cbr /\u003E   e. \u003Cu\u003EEffect of Termination.\u003C/u\u003E Upon the termination or expiration of this Agreement for any reason whatsoever, all licenses granted to You hereunder in the Information and to access the Truist Systems will immediately terminate. You will not be entitled to any compensation from Truist as a result of the termination or expiration of this Agreement.\u003Cbr /\u003E\u003Cbr /\u003E9. \u003Cu\u003EDisclaimer of Warranties.\u003C/u\u003E You represent and warrant that (a) You are headquartered in the Territory, (b) You will develop Products only in and for use in the Territory and (c) all data or information provided by You to Truist is accurate and You have all rights necessary to provide such data or information to Truist, and for Truist to use it consistent with this Agreement.\u003Cbr /\u003E\u003Cbr /\u003ETHE TRUIST MATERIALS ARE PROVIDED 'AS IS 'AND IN THEIR PRESENT STATE AND CONDITION. THE TRUIST PARTIES MAKE NO WARRANTY, REPRESENTATION, OR UNDERTAKING, EXPRESS OR IMPLIED, STATUTORY OR OTHERWISE, AS TO THE CONDITION, QUALITY, DURABILITY, PERFORMANCE, TITLE, NON-INFRINGEMENT, MERCHANTABILITY, SATISFACTORY QUALITY, ACCURACY, COMPLETENESS, OR FITNESS FOR A PARTICULAR PURPOSE OF THE TRUIST MATERIALS, AND HEREBY DISCLAIM AND EXCLUDE ALL SUCH WARRANTIES, REPRESENTATIONS, AND UNDERTAKINGS TO THE FULLEST EXTENT PERMITTED BY LAW.\u003Cbr /\u003E\u003Cbr /\u003ETRUIST DOES NOT GUARANTEE CONTINUOUS, UNINTERRUPTED, OR SECURE ACCESS TO THE TRUIST SYSTEMS, AND ACCESS TO THE TRUIST SYSTEMS MAY BE INTERFERED WITH BY NUMEROUS FACTORS OUTSIDE OF TRUIST'S CONTROL. THE TRUIST PARTIES WILL NOT BE LIABLE FOR ANY CLAIMS OF ANY TYPE CAUSED BY SUCH INTERFERENCE. YOU AGREE AND ACKNOWLEDGE THAT THE LIMITATIONS AND EXCLUSIONS OF LIABILITY PROVIDED IN THIS AGREEMENT ARE FAIR AND REASONABLE.\u003Cbr /\u003E\u003Cbr /\u003E10. \u003Cu\u003ELimitation of Liability.\u003C/u\u003E NOTWITHSTANDING ANYTHING TO THE CONTRARY CONTAINED IN THIS AGREEMENT, THE TRUIST PARTIES WILL NOT BE LIABLE TO YOU OR ANY THIRD PARTY FOR ANY INDIRECT, CONSEQUENTIAL, EXEMPLARY, PUNITIVE, MULTIPLE, INCIDENTAL, OR SPECIAL DAMAGES, LOSS OF PROFITS, SAVINGS, OR REVENUE, OR LOSS OF DATA ARISING OUT OF THIS AGREEMENT DUE TO BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE), OR OTHERWISE, OR USE OF THE TRUIST MATERIALS, EVEN IF THE TRUIST PARTIES HAVE BEEN ADVISED OF THE LIKELIHOOD OF SUCH DAMAGES OCCURRING. THIS LIMITATION OF LIABILITY WILL BE APPLICABLE ONLY TO THE EXTENT PERMITTED BY APPLICABLE LAW IN THE EVENT OF THE GROSS NEGLIGENCE OR WILLFUL MISCONDUCT OF TRUIST, OR IN THE EVENT OF PERSONAL INJURY OR DEATH CAUSED BY TRUIST. IN NO EVENT WILL THE TRUIST PARTIES' LIABILITY FOR ANY DAMAGES (DIRECT OR OTHERWISE) OR PENALTIES OR LOSS RELATING TO THIS AGREEMENT, REGARDLESS OF THE FORM OF ACTION OR CLAIM, WHETHER IN CONTRACT, TORT (INCLUDING NEGLIGENCE), OR OTHERWISE, OF ANY TYPE EXCEED, IN THE AGGREGATE, FIVE THOUSAND DOLLARS. YOU WAIVE ANY CLAIM FOR DAMAGES IN EXCESS OF FIVE THOUSAND DOLLARS. WITH RESPECT TO ANY EVENT THAT CONSTITUTES A BREACH OF CONTRACT OR TORT (INCLUDING NEGLIGENCE), YOU MAY SEEK DAMAGES SOLELY IN ACCORDANCE WITH THE LIMITATIONS SET FORTH IN THIS SECTION 10. ANY CLAIM NOT MADE BY YOU WITHIN SIX MONTHS AFTER THE FIRST EVENT GIVING RISE TO THE CLAIM WILL BE DEEMED IRREVOCABLY WAIVED.\u003Cbr /\u003E\u003Cbr /\u003E11. \u003Cu\u003EIndemnification.\u003C/u\u003E You will, at Your sole cost and expense, indemnify and hold harmless, and at Truist's option defend, each of the Truist Parties from and against any and all Claims incurred directly or indirectly by a Truist Party that arise out of or relate to the use, processing, storage, or disclosure of Information by You that is unauthorized by this Agreement or contrary to Applicable Law, including without limitation any exfiltration of Information in Your possession or control as a result of a security breach.\u003Cbr /\u003E\u003Cbr /\u003E12. \u003Cu\u003EMiscellaneous.\u003C/u\u003E\u003Cbr /\u003E\u003Cbr /\u003E   a. \u003Cu\u003EAssignment.\u003C/u\u003E This Agreement, including any rights, licenses, or obligations under this Agreement, may not be assigned, delegated, transferred, or subcontracted by Assignment by You to any other Person without the prior written consent of Truist, and any attempted assignment, delegation, transfer, or subcontract without such consent will be void. Truist may assign, delegate, transfer, or subcontract all or any part of this Agreement or any rights or obligations hereunder to any of its Affiliates without the need for any approval or consent from You. For purposes of this Agreement, 'Assignment' includes, but is not limited to, any merger or sale of all or substantially all of the assets of You, any sale or other transfer of 30% or more of the shares or voting interests of You or control thereof, or any transfer of this Agreement, or any portion hereof, whether by operation of law or otherwise. In the event of any Assignment of this Agreement with the prior written consent of Truist, this Agreement will be binding upon and inure to the benefit of each of the parties and their respective legal successors and permitted assigns.\u003Cbr /\u003E\u003Cbr /\u003E   b. \u003Cu\u003ECompliance with Applicable Laws.\u003C/u\u003E You will strictly comply with all Applicable Laws.\u003Cbr /\u003E\u003Cbr /\u003E   c. \u003Cu\u003EIndependent Parties; Third Party Beneficiaries.\u003C/u\u003E The parties are independent and nothing herein will be construed as creating an employment or agency relationship, partnership, or joint venture between the parties. The parties acknowledge and agree that this Agreement does not create a statutory distributor, dealer, or sales agent contract. Neither party is granted any right or authority to assume or to create any obligation or responsibility, express or implied, on behalf of or in the name of the other party, or to bind the other party in any manner. No Person other than a party to this Agreement, or its permitted successors and assignees, will have any right to enforce any of its terms.\u003Cbr /\u003E\u003Cbr /\u003E   d. \u003Cu\u003EWaiver.\u003C/u\u003E Except for any claim waived under Section 10, no failure or delay by a party to exercise any right or remedy provided under any provision of this Agreement or law, or any waiver of any rights or obligations of either party under this Agreement, will constitute a waiver of that or any other right or remedy, nor will it prevent or restrict the further exercise of the same or any other right or remedy. No single or partial exercise of a right or remedy under this Agreement or law will prevent or restrict the further exercise of that or any other right or remedy. Any waiver of a right or remedy under this Agreement or law will be effective only pursuant to a written instrument signed by the party or parties waiving compliance, and any such waiver will be effective only in the specific instance and for the specific purpose stated in such writing.\u003Cbr /\u003E\u003Cbr /\u003E   e. \u003Cu\u003EAmendment.\u003C/u\u003E This Agreement may not be modified or amended except by a writing signed by authorized representatives of all parties to this Agreement.\u003Cbr /\u003E\u003Cbr /\u003E   f. \u003Cu\u003EEntire Agreement; Construction.\u003C/u\u003E This Agreement constitutes the entire understanding and agreement between the parties with respect to the subject matter of this Agreement and supersedes and terminates any and all prior or contemporaneous representations, understandings, and agreements related thereto, all of which are merged in this Agreement.\u003Cbr /\u003E\u003Cbr /\u003E   g. \u003Cu\u003ESeverability of Provisions.\u003C/u\u003E In the event that any provision of this Agreement is found to be invalid or unenforceable pursuant to judicial decree or decision, the remainder of this Agreement will remain valid and enforceable according to its terms.\u003Cbr /\u003E\u003Cbr /\u003E   h. \u003Cu\u003EGoverning Law.\u003C/u\u003E Except as set forth herein, to the fullest extent permitted by Applicable Law, this Agreement and any dispute or Claim arising out of or in connection with it or its subject matter or formation, including, but not limited to, breach of contract, tort (including negligence), and misconduct of the parties will be governed by and construed in accordance with the laws of the State of North Carolina.\u003Cbr /\u003E\u003Cbr /\u003E   i. \u003Cu\u003EExclusive Jurisdiction.\u003C/u\u003E The Parties agree that they will be subject to the exclusive jurisdiction of the state and federal courts located in North Carolina and that a final judgment in any action or proceeding of any such court(s) shall be conclusive and enforceable in any jurisdiction.\u003Cbr /\u003E\u003Cbr /\u003E   j. \u003Cu\u003ERemedies.\u003C/u\u003E Except where specified otherwise, the rights and remedies granted to a party under this Agreement are cumulative and in addition to, and not in lieu of, any other rights or remedies which the party may possess at law or in equity. \u003Cbr /\u003E\u003Cbr /\u003E   k. \u003Cu\u003ENotices.\u003C/u\u003E Notices permitted or required under this Agreement related to the following matters ('Notice') must be in writing and delivered by personal delivery, certified mail, or overnight carrier mail, return receipt requested: (a) notices of default and right to cure, if applicable; (b) notices intended to amend this Agreement; and (c) notices of termination. All other notices may be delivered via the dashboard enabled when You accept this Agreement and complete Your registration. Notices which are not sent electronically will be sent to the following addresses:\u003Cbr /\u003E\u003Cbr /\u003ETRUIST:  The address posted on the Developer Portal.\u003Cbr /\u003E\u003Cbr /\u003EYOU:  The address You provided when registering.\u003Cbr /\u003E\u003Cbr /\u003E","multiValue":false,":type":"text/plain"},"title2":{"dataType":"string","title":"Title 2","value":"DEFINITIONS","multiValue":false,":type":"string"},"description2":{"dataType":"string","title":"Terms and Conditions (Description 2)","value":"\u003Cu\u003EAffiliates\u003C/u\u003E means, collectively, parties that control, are controlled by, or under common control with another Person, where “control” means the possession, directly or indirectly, of the power to direct the management and policies of such Person whether through the ownership of voting securities or otherwise.\u003Cbr /\u003E\u003Cbr /\u003E\u003Cu\u003EAPI\u003C/u\u003E means application programming interface.\u003Cbr /\u003E\u003Cbr /\u003E\u003Cu\u003EApplicable Law\u003C/u\u003E means any applicable law (including those arising under common law), statute, regulation, rule, or any ruling of a court or other body of competent jurisdiction, reporting or licensing requirement, ordinance and other pronouncement having the effect of law of the United States, or any state, county, city, or other political subdivision, including that promulgated, interpreted, or enforced by any governmental or regulatory authority.\u003Cbr /\u003E\u003Cbr /\u003E\u003Cu\u003EClaim\u003C/u\u003E means any claims, actions, proceedings, losses, damages, judgments, rulings, costs, and expenses, including without limitation legal fees.\u003Cbr /\u003E\u003Cbr /\u003E\u003Cu\u003EDeveloper Token\u003C/u\u003E means a token issued by Truist to You that allows access to the Test Environment.\u003Cbr /\u003E\u003Cbr /\u003E\u003Cu\u003EInformation\u003C/u\u003E means information related to Truist Services that is provided from the Truist Systems.\u003Cbr /\u003E\u003Cbr /\u003E\u003Cu\u003ENotice\u003C/u\u003E has the meaning stated in Section 12(k).\u003Cbr /\u003E\u003Cbr /\u003E\u003Cu\u003EPerson\u003C/u\u003E means any individual, corporation, limited liability company, partnership, joint venture, association, joint stock company, trust, unincorporated organization, or other legal entity.\u003Cbr /\u003E\u003Cbr /\u003E\u003Cu\u003EProduct\u003C/u\u003E means any software application developed by You that is intended to utilize one or more Truist APIs, including any free or trial versions of such software application.\u003Cbr /\u003E\u003Cbr /\u003ETerritory means the United States of America.\u003Cbr /\u003E\u003Cbr /\u003E\u003Cu\u003ETest Environment\u003C/u\u003E means that portion of the Truist Systems designated by Truist to be used for testing Products. The Test Environment does not provide live data.\u003Cbr /\u003E\u003Cbr /\u003E\u003Cu\u003ETruist APIs\u003C/u\u003E means those APIs described at https://developer.truist.com/web/home\u003Cbr /\u003E\u003Cbr /\u003E\u003Cu\u003ETruist Materials\u003C/u\u003E means, collectively, the Documentation, the Information and the Truist Systems.\u003Cbr /\u003E\u003Cbr /\u003E\u003Cu\u003ETruist Parties\u003C/u\u003E means, collectively, Truist and its then current Affiliates, and all of their respective officers, directors, employees, shareholders, and agents, partners, third party suppliers, and third party licensors, and Truist’s successors and assigns.\u003Cbr /\u003E\u003Cbr /\u003E\u003Cu\u003ETruist Services\u003C/u\u003E means those financial services and associated services provided by Truist and its Affiliates to consumers and businesses.\u003Cbr /\u003E\u003Cbr /\u003E\u003Cu\u003ETruist Systems\u003C/u\u003E means the computer and network systems which host the Truist APIs and Test Environment.","multiValue":false,":type":"text/plain"}},"elementsOrder":["effectiveDate","contentVersion","forceAcceptance","title1","description1","title2","description2"],"model":"CaaS/Open Banking/OB-Truist-Developer-Center/OB-Truist-Developer-Center-T&C/models/tdpm-truistportal-terms-conditions-model"}},":itemsOrder":["contentfragment"],":type":"wcm/foundation/components/responsivegrid"}},":itemsOrder":["root"],":type":"wcm/foundation/components/page"}