# NCINO COMMUNITY TERMS OF USE nCino Community Terms of Use February 2024 --- These nCino Community Terms of Use are an agreement between nCino OpCo, Inc. and the Partner as listed on the Order Form (“you” or “Partner”) that governs your use of our Services (as defined below). By signing up to use the Services, you agree to be bound by these nCino Community Terms of Use. You represent to us that you are lawfully able to enter into contracts and, if you are entering into these nCino Community Terms of Use for an entity, that you have legal authority to bind that entity. These nCino Community Terms of Use also refer to and incorporate the Salesforce.com Terms of Use, and any other guidelines, documentation, or policies we may provide or make available to you (the “nCino Policies”) and any ordering document signed by you and nCino that you use to purchase the Community Services (an “Order Form”) (collectively, the “Agreement”).For good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the parties agree as follows: **1. ****Community Services****.** **1.1 **nCino is a provider of a cloud-based bank operating system (the “nCino BOS”). Partner may provide consulting services to financial institutions who are implementing the nCino BOS. The purpose of this Agreement is to set forth the terms and conditions under which nCino will provide Partner with access to the nCino Community as set forth on theOrder Form (the “Community Services”) in order to, as applicable, 1) enhance Partner’s knowledge of the nCino BOS, 2) provide training resources and information related to the nCino BOS, 3) improve Partner’s ability to implement the nCino BOS, or 4) supplement Partner’s ability to facilitate the development and deployment of an integration in to the nCino BOS (the “Purpose”). **1.2 ****Partner Responsibilities****.** Partner shall not (i) permit unauthorized access to, or use of, the Community Services to any individual or third party, (ii) create derivative works based on the Community Services, (iii) copy, frame or mirror any part or content of the Community Services (other than for Partner’s own internal business purposes), or (iv) access or use, nor permit other individuals or third parties to access or use the Community Services or any content of the Services for purposes of competitive analysis of the nCino BOS or any software, integrations, products, or services contained therein or otherwise utilized by the nCino BOS, to build, develop, provision, or use a product or service competitive to the nCino BOS or any software, integrations, products, or services contained therein or otherwise utilized by the nCino BOS, or any other purpose that is to nCino’s detriment or commercial disadvantage. **1.3 ****Access to nCino Community**. Subject to the terms and conditions of this Agreement, nCino grants Partner a limited, non-exclusive, non-transferable, non-sublicensable right to use the Community Services solely for the Purpose. nCino retains the right to monitor Partner’s access to the Community Services and restrict Partner’s access at any time and without notice if nCino believes that Partner is violating the terms and conditions of this Agreement. **1.4 ****SFDC Terms of Use**. Partner may use the SFDC Services (as defined in Salesforce.com (“SFDC”) Terms of Use found at [https://www.ncino.com/salesforce-terms-january-2024](https://www.ncino.com/salesforce-terms-january-2024)) solely as part of the Community Services. Partner may use the SFDC Services solely to use the functionality of the Services in combination with the SFDC Services (the “Combined Solution”) in the form it has been provided to Partner by nCino. Unless otherwise indicated in a written agreement executed by Partner and nCino, Partner may not use the SFDC Services to create or use custom objects beyond those that appear in the Combined Solution in the form that it has been provided to Partner by nCino. If Partner’s access to the Combined Solution provides Partner with access to any SFDC Services functionality within it that is in excess of the functionality described in the Documentation, Partner agrees to not access or use such functionality. Partner agrees that Partner’s noncompliance with the terms set forth in this paragraph would be a material breach of the Agreement and SFDC Terms of Use. **2. ****Fees and Payment****. ** **2.1 ****Fees****.** Partner shall pay nCino the Fees set forth on the Order Form and any subsequent amendments (the “Fees”). Partner acknowledges that the payment obligations are non-cancellable, and Fees paid are non-refundable.** ** **2.2 ****Invoicing and Payment****.** Invoicing and payment details are outlined within the Order Form. **2.3 ****Overdue Payments****.** If any amounts invoiced are thirty (30) days or more overdue, nCino may, upon prior written notice to Partner, without limiting its other rights and remedies, suspend Partner’s access to the Services until such amounts are paid in full. nCino will not exercise its rights under this Section 3.3 if the applicable charges are under reasonable and good-faith dispute and Partner is diligently cooperating to resolve the dispute. **2.4 ****Taxes****. ** Unless otherwise stated in writing, the Fees do not include any taxes (“Taxes”). Partner is responsible for paying all Taxes associated with this Agreement except for Taxes assessable against nCino based on its income, property and employees. If nCino has the legal obligation to pay or collect Taxes for which Partner is responsible pursuant to this Agreement, the appropriate amount shall be invoiced to and paid by Partner, unless Partner provides nCino with a valid tax exemption certificate authorized by the appropriate taxing authority. **3. ****Rights****.** **3.1 ****Proprietary Rights****.** Partner acknowledges and agrees that (i) Partner does not acquire any intellectual property rights or any other rights under this Agreement except the limited right to use the information and knowledge gained through the Community Services solely for the Purpose, (ii) nCino (or, if applicable, its licensors) exclusively owns all rights, title and interest in and to the Community Services and the nCino BOS, all improvements, enhancements, modifications and derivative works thereof, and all intellectual property rights therein, and (iii) nCino reserves all rights not expressly granted hereunder. **3.2 ****Recommendations****.** Partner grants nCino a worldwide, royalty-free, transferable, sublicensable, irrevocable, perpetual license to use or incorporate into the nCino BOS and Community Services any recommendations, enhancements, requests, corrections, suggestions or other feedback provided by Partner relating to the nCino BOS or the Community Services. **4. ****Warranties/Disclaimers/Liability****.** **4.1 ****Authority****. **nCino and Partner each declares that it has the full right and authority to enter into, execute, and perform its obligations under this Agreement. **4.2** **Warranty****.** nCino represents and warrants that it will provide the Community Services in a professional manner. **4.3 ****Disclaimers****.** EXCEPT AS EXPRESSLY PROVIDED IN THIS AGREEMENT, THE COMMUNITY ACCESS SERVICES ARE PROVIDED “AS IS” AND AS AVAILABLE, AND NCINO MAKES NO WARRANTIES, WHETHER EXPRESS, IMPLIED, STATUTORY OR OTHERWISE. NCINO SPECIFICALLY DISCLAIMS ALL IMPLIED WARRANTIES, INCLUDING ANY IMPLIED WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW. **4.4 ****Limitation of Liability****. **IN NO EVENT SHALL NCINO HAVE ANY LIABILITY ARISING OUT OF OR RELATED TO THE COMMUNITY ACCESS SERVICES OR THIS AGREEMENT FOR ANY DAMAGES WHATSOVER, INCLUDING BUT NOT LIMITED TO DIRECT, INDIRECT, SPECIAL, INCIDENTAL, PUNITIVE, OR CONSEQUENTIAL DAMAGES, OR DAMAGES BASED ON LOST PROFITS, HOWEVER CAUSED AND WHETHER IN CONTRACT, TORT OR UNDER ANY OTHER THEORY OF LIABILITY, AND WHETHER SI PARTNER OR NCINO HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. ADDITIONALLY, NOTWITHSTANDING ANYTHING IN THIS AGREEMENT TO THE CONTRARY, NOTHING IN THIS AGREEMENT WAIVES OR LIMITS ANY CLAIM BY NCINO FOR ANY VIOLATION OR MISAPPROPRIATION OF NCINO’S CONFIDENTAL INFORMATION OR INTELLECTUAL PROPERTY RIGHTS IN THE COMMUNITY ACCESS SERVICES. IF APPLICABLE LAWS LIMIT THE APPLICATION OF THE PROVISIONS OF SECTION 4.4, LIABILITY SHALL BE LIMITED TO THE MAXIMUM EXTENT PERMISSIBLE. **5. ****Term and Termination****. ** **5.1 ****Term and Termination****.** This Agreement shall be effective for the duration of the term set forth on the Order Form. Thereafter, this Agreement will automatically renew for additional one (1) year terms unless either party provides the other party with written notice of termination at least thirty (30) days prior to the expiration of the then current term. Either party may terminate this Agreement, with or without cause, upon fifteen (15) days' written notice to the other party. In the event of early termination by nCino (other than for Partner's uncured breach of the Agreement), nCino shall refund to Partner a pro-rata portion of the prepaid fees. **5.2 ****Effect of Termination****.** The following provisions of this Agreement shall survive the termination of this Agreement: Sections 1.2, 2, 3, 4.3, 4.4, 5.2, 6 and 7, and any other provision of this Agreement that must survive to fulfill its essential purpose. **6. ****Confidentiality****. **Each party will potentially share with the other certain confidential and proprietary information in connection with the provision of the Community Services. Each party, as the recipient of such confidential and proprietary information (“Recipient”), agrees to protect and maintain such information of the disclosing party (“Discloser”) as set forth below. **6.1 ****Definition****.** “**Confidential Information**” means information relating to Discloser’s business including, without limitation, product designs, product plans, proprietary software and technology, services, financial information, marketing plans, business opportunities, pricing information, discounts, inventions and know-how to the extent disclosed to Recipient hereunder. Partner acknowledges and agrees that all documents and information related to the Community Services and the nCino BOS are the Confidential Information of nCino. **6.2 ****Disclosure of Confidential Information****. **Recipient shall: (i) hold the Confidential Information in strict confidence and take reasonable precautions to protect the Confidential Information (including, without limitation, all precautions Recipient employs with respect to its own confidential information), (ii) not divulge any Confidential Information to any third party (other than to employees or contractors of Recipient as set forth below), (iii) not copy or reverse engineer any Confidential Information or remove any proprietary markings from any Confidential Information, and (iv) only use the Confidential Information in connection with the Purpose and for no other purpose. Any employee, agent or contractor of Recipient given access to any Confidential Information must have a legitimate “need to know” such information and Recipient shall remain responsible for each such person’s compliance with this Agreement. **6.3 ****Confidentiality Period**. Recipient’s obligations with respect to Confidential Information under this Agreement expire five (5) years from the date of termination of this Agreement (except that with respect to any trade secrets, the obligations shall be perpetual). **6.4 ****Exclusions**. The confidentiality provisions of Section 6 impose no obligations with respect to information which (i) was in Recipient’s possession before receipt from Discloser, (ii) is or becomes a matter of public knowledge through no fault of Recipient, (iii) was rightfully disclosed to Recipient by a third party without restriction on disclosure, or (iv) is developed by Recipient without use of the Confidential Information and such independent development can be shown by documentary evidence. Recipient may make disclosures to the extent required by applicable law or legal or governmental authority provided that Recipient provides Discloser prompt notice of any such requirement (to the extent permissible under applicable law) and reasonably cooperates with Discloser in any effort of Discloser to seek a protective order, injunction or to otherwise contest such disclosure, at Discloser’s expense. **6.5 ****Return/Destruction****.** Upon the written request of Discloser, Recipient shall (i) promptly cease using the Confidential Information, (ii) promptly destroy or return the Confidential Information and all copies, notes or extracts thereof to Discloser, and (iii) confirm in writing that it has complied with these obligations. **6.6****Injunctive Relief**. Recipient acknowledges that Discloser (i) may be irreparably harmed by the unauthorized release of its Confidential Information, and (ii) may not have an adequate remedy at law in the event of an actual or threatened violation of this Agreement. Accordingly, in the event of an actual or threatened violation of this Agreement by Recipient, Discloser shall be entitled to seek an appropriate decree of specific performance for any violations or breaches by the Recipient and/or its representatives without the necessity of demonstrating actual damages or that monetary damages would not afford an adequate remedy. **7. ****Miscellaneous****. ** **7.1 ****Definition.**** “Affiliate” **of a partymeans any person or entity which directly or indirectly controls, is controlled by, or is under common control with such party. ** ** **7.2 ****Independent Contractors****. **nCino and Partner are independent contractors. This Agreement does not create a partnership, franchise, joint venture, agency, fiduciary or employment relationship between the parties. **7.3 ****Waiver****. **Neither party will be deemed to have waived any of its rights under this Agreement other than by an authorized representative of such party in an explicit written waiver. No waiver of a breach of this Agreement will constitute a waiver of any prior or subsequent breach of this Agreement. **7.4 ****Severability****. **In the event one or more of the provisions of this Agreement is found to be illegal or unenforceable under applicable law, this Agreement shall not be rendered inoperative but the remaining provisions shall remain in full force and effect. **7.5 ****Notices****. **Except as otherwise specified in this Agreement, all notices, permissions and approvals hereunder shall be in writing and shall be deemed to have been given upon: (i) personal delivery, (ii) the third business day after mailing by certified mail, or (iii) the first business day after sending by overnight delivery service. The mailing address for each party shall be as set forth on the Order Form. **7.6 ****Governing Law/Jurisdiction****. **This Agreement shall be governed by the laws of the State of Delaware, without giving effect to its conflict of laws provisions. The parties consent to the personal and exclusive jurisdiction of the federal and state courts of New Hanover County, North Carolina. **7.7 ****Entire Agreement/Amendment****. **This Agreement sets forth the entire agreement of the parties with respect to the subject matter hereof and supersedes all prior or contemporaneous writings, negotiations, and discussions with respect to the subject matter hereof. This Agreement may not be amended except by the written agreement of the parties. --- [View sitemap](https://www.ncino.com/api/markdown/sitemap)