Acceptable Use Policy

Scope

This Acceptable Use Policy (“AUP”) governs the use of the treasury management solution, software-as-a-service platform, products, services and other offerings (the “Services”) made available by Kyriba Corp., and/or its suppliers, affiliates and subsidiaries (collectively, “Kyriba”). This AUP is an integral part of your agreement with Kyriba and is incorporated by reference into the terms pursuant to which Kyriba provides you the right to access and use the Services (the “Agreement”). The purpose of this AUP is to describe permissible and impermissible use of the Services and to ensure that the use of the Services is in compliance with applicable laws, rules and regulations. “You,” “your,” or “Customer,” refers to you, a user of the Services.

By using the Services, Customer agrees to comply with this AUP. Kyriba reserves the right to change or modify the terms of this AUP at any time, effective when posted on Kyriba’s website at www.kyriba.com. Customer’s use of the Service after changes to this AUP are posted shall constitute acceptance of any changed or additional terms.

Prohibited Activities

The prohibited uses described in this section are intended as general guidelines regarding improper and inappropriate conduct and should not be interpreted as an exhaustive list.

General Prohibitions

1. Customer shall use the Services exclusively for authorized and legal purposes, consistent with all applicable laws, rules, and regulations, including the U.S. export control laws and regulations, including but not limited to the Export Administration Regulations (“EAR”), and sanctions regimes of the U.S. including those administered by the Department of Treasury, Office of Foreign Asset Controls (“OFAC”) or any other applicable governmental authority; anti-bribery and anti-corruption laws including the U.S. Foreign Corrupt Practices Act of 1977, as amended, the U.K. Bribery Act 2010, as amended the French anti bribery Law Sapin II (Law 2016-1691 of 9 December 2016 on transparency, fight against corruption and modernization of economic life.), the HK Prevention of Bribery Ordinance 1970, the Singapore Prevention of Corruption Act (Cap. 241), and those rules and regulations related to anti-money laundering spamming, privacy, data protection, intellectual property, consumer and child protection, pornography, obscenity or defamation (collectively “Applicable Laws”). To further assure compliance with these covenants, Customer agrees that is shall not and shall not permit employees to:
(a) violate or cause Kyriba to violate, through the use of the Services, Applicable Laws;
(b) use the Service to send communications, transmit, process, upload or store, any information or material that violates or causes Kyriba to violate Applicable Laws;
(c) attempt to circumvent, through the use of the Services, Applicable Laws; or
(d) promote, facilitate, or encourage illegal activity, through the use of the Services.

2. Customer agrees that it will not, and will not permit any employee or service provider of Customer who has been assigned a unique username and password and issued a service token to access and use the Services (“Authorized User”) or other third party to:
(a) copy, modify, adapt, alter, translate, display or use the Services, except as expressly allowed herein or in the applicable documentation;
(b) sublicense, lease, rent, loan, distribute, resell, provide access to the Services on a time-share or service bureau basis, or otherwise transfer the Services, including, as applicable, the documentation, software, associated user interfaces, help resources, and any related technology or services Kyriba makes available via the Services and the internet, and all updates and upgrades thereto, if any, to any third party;
(c) reverse engineer, decompile, disassemble, or otherwise derive or determine or attempt to derive or determine the source code (or the underlying ideas, algorithms, structure or organization) of the Services;
(d) contest or do or aid others in contesting or doing anything which impairs the validity of any proprietary or intellectual property rights, title, or interest of Kyriba in and to the Services;
(e) obliterate, alter, or remove any proprietary or intellectual property notices from the Services in physical or electronic form;
(f) use the Services to interfere with, gain unauthorized access to, or otherwise violate the security of Kyriba’s or another party’s server, network, network access, personal computer or control devices, software or data, or other system, or to attempt to do any of the foregoing;
(g) use the Services to transmit, publish, or distribute any material or information (1) that contains a computer virus or other code, files, or programs designed to disrupt or interfere with the functioning of the Services, (2) for which Customer does not have all necessary rights and licenses, including any material or information that infringes, violates, or misappropriates the intellectual property rights of any third party, or (3) that is or that may reasonably be perceived as being harmful, threatening, offensive, obscene, or otherwise objectionable.

3. For the avoidance of doubt, in using the Services, Customer shall be responsible for transmitting accurate, reliable, complete and up-to-date information and must not transmit any: (a) defamatory material of any person or persons; (b) obscene and offensive material; (c) any sexually explicit material; (d) any discriminatory material based on race, sex, religion, nationality, disability, sexual orientation or age; (e) any material that would violate or cause Kyriba to violate Applicable Laws (as defined above) and (e) any other material objectionable in relation to Customer’s use of the Services.

Customer Information

Uploading, inputting or storing information protected under the privacy or security regulations issued pursuant to the Health Insurance Portability and Accountability Act of 1996 or subject to the Health Information Technology for Economic and Clinical Health Act into the Services is prohibited.

U.S Government Restricted Rights

The Services are provided with restricted rights. Use, duplication, or disclosure by the U.S. Government is subject to restrictions as set forth in subparagraph (c) of The Rights in Technical Data and Computer Software clause at DFARS 252.227-7013, or subparagraphs (b)(1) and (2) of the Commercial Computer Software – Restricted Rights at 48 CFR 52.227-19, as applicable. The Manufacturer is Kyriba Corp. or one of its affiliates.

User Account

Customer acknowledges and agrees that only Authorized Users are entitled to access the Services. Customer is responsible and liable for any violation of the terms and conditions of this AUP or the Agreement by any Authorized User.

Customer is solely responsible for the security of its login information, service token and similar access information (collectively “Login Information”), for the use or misuse of such Login Information and all activities that occur through the use of such Login Information or as a result of your access to the Services. Customer acknowledges and agrees that Kyriba may provide access to or use of the Services to anyone utilizing Customer’s Login Information or who is otherwise authorized by Customer to use or access the Services on Customer’s behalf. Customer will immediately disable such Authorized User’s access if an Authorized User is no longer authorized to use the Login Information or otherwise use or access the Services.

Customer shall promptly notify Kyriba of any suspected or alleged violation of the terms and conditions of this AUP or the Agreement, and shall reasonably cooperate with Kyriba with respect to the investigation of any suspected or alleged violation of this AUP or the Agreement. Kyriba may suspend, modify, restrict or terminate any of all Services or Customer’s access to the Services if Kyriba reasonably suspects or determines that any Authorized User has violated the terms and conditions of this AUP or the Agreement.

Statistical Data

Kyriba may monitor, collect and use data pertaining to (i) the use of the Services to extract, compile, synthesize, and analyze any non-personally and non-Customer identifiable data (ii) and information resulting from Customer’s use of the Services (“Statistical Data”).

Kyriba may only use Statistical Data for research, development (including to improve the Services and develop new products) and marketing purposes and may only publicly disclose such Statistical Data in an aggregated format that in no way identifies Customer, any particular Authorized User, and/or Customer’s confidential information (e.g., Kyriba may disclose statistical and performance information related to the provision and operation of the Services, including aggregate number and volume of transactions processed for all its hosted customers).

Once Statistical Data is aggregated, Kyriba will not seek to re-identify Customer, any particular Authorized User and/or Customer confidential information, unless permitted under applicable law.

Financial Data

Kyriba may provide Customer with access to redistributed market data and other related data, including data derived from such market data, and calendar data (collectively, “Financial Data”) from third party data providers (“Data Providers”).

Customer acknowledges and agrees that Kyriba is not responsible for (i) the content of such Financial Data; (ii) the unavailability of the Financial Data without notice from the offering Data Provider(s); or (iii) any additional fee(s) for access to such Financial Data, such as Financial Data previously sold and provided by the Data Provider as part of a separately priced package. In the event of clause (iii), Kyriba will use good faith efforts to negotiate a fee for redistribution of such Financial Data, and propose such fee to Customer who, at its discretion, (a) may accept such fee or (b) refuse such fee and forfeit that particular portion of the Financial Data as part of its Financial Data subscription.

The Customer agrees that no proprietary rights are transferred to the Customer in the Financial Data and the Financial Data is and will remain the intellectual property of Data Providers. Data Providers do not guarantee the timeliness, sequence, accuracy or completeness of the Financial Data. Customer agrees and acknowledges that Data Providers shall not be liable in any way for any loss or damage arising from or occasioned by any inaccuracy, error, delay in, omission of, or interruption in any Financial Data or the transmission thereof.

Customer further acknowledges that it shall:
(i) not use, access, store or process the Financial Data except for its own internal business purposes;
(ii) only use the Financial Data in accordance with all applicable laws, regulations and codes of practice;
(iii) not otherwise copy, republish, redistribute, on-disseminate, publish, communicate, including to third parties outside of the customer’s group, the Financial Data by any method;
(iv) where applicable, have obtained all necessary and required use licenses for the Financial Data.

Customer further agrees that unless a license has been specifically granted by the Kyriba, the Customer shall not use Financial Data independently from the SaaS Services or in any manner other than as an integrated offering within the SaaS Services. Examples of prohibited activities would include exporting market data into other systems, reporting process or to other entities in the Customer’s group for anything other than insubstantial portions on a non-systematic basis.

Contact Us

If you have questions or concerns related to this AUP or if you become aware of any violation of this AUP by any person, please contact Kyriba as follows: ATTN: General Counsel, Kyriba Corp., 4435 Eastgate Mall, Suite 200, San Diego, California 92121, [email protected] and [email protected]