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NEWLINE SANDBOX
END USER LICENSE AGREEMENT

This End User License Agreement (“Agreement”) is a legal contract between you (either an individual or a single business entity) (the “Customer”) and Fifth Third Bank, National Association (“Fifth Third” or “Licensor”) for the use of the Newline Sandbox and associated services and documentation (the “Software”) available at https://sandbox.newline53.com/api/v1 or other subpages of newline53.com (the “Website”).

BY USING THE SOFTWARE OR WEBSITE OR OTHERWISE ACCEPTING THESE TERMS, YOU AGREE TO BE BOUND BY THE TERMS AND CONDITIONS OF THIS AGREEMENT, INCLUDING THE WARRANTY DISCLAIMERS AND LIMITATIONS OF LIABILITY PROVISIONS BELOW. IF YOU DO NOT AGREE TO THE TERMS OF THIS AGREEMENT, YOU SHOULD NOT USE THE SOFTWARE OR WEBSITE.

CUSTOMER SHALL NOT INPUT OR OTHERWISE USE NONPUBLIC PERSONAL INFORMATION (NPI) OR PERSONAL INFORMATION (PI) IN OR WITH THE SOFTWARE OR WEBSITE.

  1. Purpose. Fifth Third has produced and makes available the proprietary Software and Website for the use of Customers desiring to test certain API functionality offered by Fifth Third. The terms of this Agreement apply to the use of the Service and Website, including any revisions or new releases Licensor may provide in the future.

  2. License Grant. Licensor hereby grants to the Customer and the Customer accepts a nonexclusive, non-sublicensable, and nontransferable license to use the Software only as authorized in this Agreement or the Master Agreement. Any copies of the Software shall include Licensor’s copyright or other intellectual property rights notices contained in the original.

    This Agreement does not include the right to receive any updates, upgrades, additions, corrections, or repairs to, or later versions of, the Software that Licensor may release from time to time, except as provided in the Master Agreement, a schedule thereto or another written agreement between Customer and Licensor. If Licensor in its sole discretion or pursuant to an agreement delivers to Customer later versions of the Software or any additional, upgrades, corrections, or repairs to the Software, each such delivery shall be deemed part of the Software and subject to the terms and conditions of this Agreement.

  3. License Restrictions. Unless this Agreement expressly permits, Customer shall not: (a) assign, sublicense, transfer, pledge, lease, rent, distribute or share its rights under this Agreement; (b) reverse engineer, reverse assemble, reverse compile or otherwise translate the Software; (c) copy the Software or any portion thereof, unless expressly agreed to in writing by Licensor; (d) modify, correct, adapt, translate, enhance, or otherwise prepare derivative works or improvements of the Software; (e) bypass or breach any security device or protection used for or contained in the Software; or (f) use the Software 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.

  4. Licensor’s Rights. All rights, title, and interest in and to the Software, including associated intellectual property rights, are and shall remain solely with the Licensor. This Agreement does not convey to the Customer an interest in or to the Software, but only a limited right of use revocable in accordance with the terms of this Agreement.

  5. License Fees. The Software is provided to Customer free of charge. It is understood that any third-party recipient is not a party to this Agreement.

  6. Term. The terms and conditions of this Agreement, as may be modified by Licensor, shall be applicable each and every time the Customer utilizes the Software or Website. The Customer is under no obligation to use the Software or the Website although the terms and conditions of this Agreement remain in effect for all prior uses of the Software or the Website.

  7. Governing Law. This Agreement shall be construed and governed in accordance with the laws of the State of Ohio without regard to its conflict of law statutes.

  8. No Waiver. The failure of either party to enforce any rights granted hereunder or to take action against the other party in the event of any breach hereunder shall not be deemed a waiver by that party as to subsequent enforcement of rights or subsequent actions in the event of future breaches.

  9. Severability. If any term or provision of this Agreement or the application thereof is deemed to be invalid or unenforceable to any extent, the remainder of this Agreement shall not be affected thereby, and each term and provision of this Agreement shall be valid and enforceable to the fullest extent permitted by law.

  10. Amendment. The provisions of this Agreement may be amended or modified by Fifth Third at any time.

  11. Entire Agreement. This Agreement contains the entire agreement of the parties hereto with respect to the Newline Sandbox, with the exception of matters addressed in any support or service agreements that the parties have executed and that incorporate by reference this Agreement and expressly take precedence over it (“Special Agreements”). Any and all prior agreements, promises, negotiations and representations related to the Newline Sandbox and not expressly set forth herein or in the Special Agreements are superseded hereby and shall have no force or effect. There are no representations, understandings, or agreements between Licensor and Customer related to the Newline Sandbox that are not fully expressed in this Agreement or in any Special Agreements.

  12. Submissions. With respect to Customer transmissions by any means or by any media materials or other information (including, without limitation, ideas, concepts or techniques for new or improved services and products), whether as information, feedback, data, questions, comments, suggestions or the like, the Customer agrees such submissions are restricted and shall be deemed confidential. Customer hereby grants Fifth Third and its assigns the right to use the submitted data as Fifth Third deems appropriate and Customer hereby assigns and agrees to assign to Fifth Third any intellectual property rights resulting from or related to such submissions.

  13. No Warranty. LICENSOR PROVIDES THE SOFTWARE AND WEBSITE “AS IS” AND “AS AVAILABLE” WITH NO WARRANTY OF ANY KIND, EITHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NONINFRINGEMENT OR IMPLIED WARRANTY ARISING FROM COURSE OF PERFORMANCE, COURSE OF DEALING, OR USAGE OF TRADE. WITHOUT LIMITING THE FOREGOING, LICENSOR MAKES NO WARRANTY OF ANY KIND THAT THE SOFTWARE OR WEBSITE, OR ANY PRODUCTS OR RESULTS OF THE USE THEREOF, WILL MEET CUSTOMER’s OR OTHER PERSONS’ REQUIREMENTS, OPERATE WITHOUT INTERRUPTION, ACHIEVE ANY INTENDED RESULT, BE COMPATIBLE OR WORK WITH ANY SOFTWARE, SYSTEMS, OR OTHER SERVICES, OR BE SECURE, ACCURATE, COMPLETE, FREE OF HARMFUL CODE OR ERROR FREE.

    The Customer shall assume the entire risk of using the Software or the Website. FIFTH THIRD DOES NOT AND CANNOT WARRANT THE PERFORMANCE OR RESULTS A CUSTOMER MAY OBTAIN BY USING THE SOFTWARE OR RELATED FILES. FIFTH THIRD SHALL NOT BE LIABLE FOR THE CORRECTNESS OR QUALITY OF THE DATA SUBMITTED VIA THE WEBSITE AND/OR SUBSEQUENTLY TO THIRD PARTY RECIPIENTS. FIFTH THIRD DOES NOT WARRANT THAT THE INFORMATION SUBMITTED TO FIFTH THIRD WILL BE PROCESSED OR EVEN ACKNOWLEDGED BY A THIRD-PARTY RECIPIENT. FIFTH THIRD MAKES NO WARRANTIES OR REPRESENTATIONS REGARDING THE TIMEFRAMES INVOVLED FOR PROCESSING AND TRANSFERRING OF CUSTOMER DATA SUBMITTED THE SOFTWARE OR WEBSITE TO THIRD PARTY RECIPIENTS.

    IN NO EVENT WILL FIFTH THIRD OR ITS AFFILIATES, SUBCONTRACTORS, OR VENDORS BE LIABLE FOR ANY CONSEQUENTIAL, INCIDENTAL OR SPECIAL DAMAGES, INCLUDING ANY LOST PROFITS OR LOST SAVINGS, EVEN IF A FIFTH THIRD REPRESENTATIVE HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES BY CUSTOMER, OR FOR ANY CLAIM BY ANY THIRD PARTY.

    Customer acknowledges that the Software is designed for use solely in computing environments that satisfy the minimum system requirements specified by Licensor in Licensor’s documentation. The Customer is asked to report any error or malfunction in the Software or Website to the Licensor. Although Licensor assumes no legal obligation with respect to the use of the Software, it is Licensor’s intent that errors and malfunctions will be addressed through reasonable corrective efforts based on priorities and available resources Licensor may assign to such errors or malfunctions.

    Licensor takes no responsibility for and shall not be liable for the consequences resulting from the alteration of, deletion of or addition or any executable files, scripts or any other file to or from the Software. Any responsibility, including without limitation any liability for the consequences resulting from the misuse of the Software or the use of the Software in a method other than that set forth by Licensor’s documentation for the Software shall be exclusively Customer’s.

  14. Customer Indemnification. Customer shall indemnify, defend, and hold harmless Licensor and its parent and affiliates, and each of their respective officers, directors, employees, agents, subcontractors, successors and assigns (each, a “Licensor Indemnitee”) from and against any and all losses incurred by any Licensor Indemnitee resulting from any action by a third party: (a) that any intellectual property rights or other right of any person, or any law, is or will be infringed, misappropriated, or otherwise violated by any: (i) use or combination of the Software or Website by or on behalf of Customer or any of its representatives with any hardware, software, system, network, service, or other matter whatsoever that is neither provided by Licensor nor authorized by Licensor in this Agreement; or (ii) information, materials, or technology directly or indirectly provided by Customer or directed by Customer to be installed, combined, integrated, or used with, as part of, or in connection with the Software or Website; (b) relating to facts that, if true, would constitute a breach by Customer of any representation, warranty, covenant, or obligation under this Agreement; (c) relating to negligence, abuse, misapplication, misuse or more culpable act or omission (including recklessness or willful misconduct) by or on behalf of Customer or any of its representatives with respect to the Software or Website or otherwise in connection with this Agreement; or (d) relating to use of the Software or Website by or on behalf of Customer or any of its representatives that is outside the purpose, scope or manner of use authorized by this Agreement, or in any manner contrary to Licensor’s instructions, including, but not limited to, inputting or otherwise use of nonpublic personal information or personal information in connection with the Software or Website.

Updated 8 months ago