# NCINO PLATFORM TERMS OF USE

nCino Platform Terms of Use February 2024


---

These nCino Platform Terms of Use are an agreement between nCino OpCo, Inc. and the Partner as listed on the Order Form (“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 Platform Terms of Use. You represent to us that you are lawfully able to enter into contracts and, if you are entering into these nCino Platform Terms of Use for an entity, that you have legal authority to bind that entity. These nCino Platform Terms of Use also refer to and incorporate the Salesforce.com Terms of Use found at [https://www.ncino.com/salesforce-terms-january-2024](https://www.ncino.com/salesforce-terms-january-2024), 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 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. Definitions****.  **The following definitions apply:

a) “Activation Date” - as set forth on Order Form.

b) “Authorized User” - any of Partner’s employees, representatives, consultants, agents, or other persons expressly authorized and permitted by Partner in connection with Partner’s business to use the Services and that have been supplied user identifications and passwords by Partner (or by nCino at Partner’s request).

c) “Documentation” - nCino’s user guides, documentation, and training materials, as updated by nCino from time to time, accessible via www.ncino.com or login to the Services.

d) “Malicious Code” - programming (code, scripts, active content, and other software) designed to disrupt or deny operation, gather information that leads to loss of privacy or exploitation, gain unauthorized access to system resources, or other non-Services related behavior.

e) “Salesforce.com” or “SFDC” - refers to Salesforce.com and/or the Salesforce.com platform on which the Services run.

f) “Services” – the online product(s) provided by nCino hereunder as set forth on Order Form.

g) “Partner Data” - data from Partner in electronic form input or collected through the Services by or from Authorized Users in the course of using the Services.

**2. 	****Services****.**

**2.1	****Access and Use****. **Subject to the terms and conditions of this Agreement, nCino grants Partner a limited, non-exclusive, non-transferable, non-sublicensable right for Authorized Users to access and use the Services during the Term (as defined below) in a non-production environment solely for the following internal business purposes of Partner: (i) educating and training Authorized Users on the features and functionality of the Services, (ii) educating and training Authorized Users on processes and procedures to implement and support the Services, and (iii) testing software developed by Partner to accelerate the implementation of the Services (“Accelerators”), and for no other purpose. Notwithstanding the foregoing, Partner shall be prohibited from (a) demonstrating the Services to customers and potential customers, and (b) exhibiting, demonstrating or otherwise providing any Accelerators to, or using any Accelerators for or with, any customers or prospective customers pursuant to Section 2.1(iii), unless, in each case, Partner obtains the prior written approval of nCino (which may given by email).  Partner understands that customers or prospective customer must obtain their own licenses from nCino in order to use or access the Services themselves.

**2.2	****Subscriptions****. **Access and use rights to the Services are granted as individual user subscriptions and Partner must purchase a separate user subscription for each Authorized User.  Each user subscription may be accessed by no more than a single designated Authorized User andcannot be shared. Additional user subscriptions may be added during the Term at the same price as the underlying per user subscription price. The added user subscriptions shall terminate on the same date as the pre-existing user subscriptions. Authorized Users shall not disclose their login credentials to any other person. User subscriptions may be reassigned to a new Authorized User replacing an Authorized User who no longer uses the Services.

**2.3	****Partner Responsibilities****.**  Partner shall use, and cause each Authorized User and Customer Portal User to use, the Services only in accordance with this Agreement, the Documentation, and applicable laws and government regulations.  Partner shall not (i) permit unauthorized access to, or use of, the Services or Documentation (and shall notify nCino promptly upon any such threatened or actual unauthorized access or use), (ii) make the Services available to anyone other than Authorized Users or Customer Portal Users, (iii) sell, resell, license, sublicense, distribute, rent or lease the Services, (iv) use the Services to store or transmit infringing, libelous, or otherwise unlawful or tortious material, or to store or transmit material in violation of third-party privacy rights, (v) use the Services to store or transmit code, files, scripts, agents or programs intended to do harm, including, for example, viruses, worms, time bombs and Trojan horses, (vi) interfere with or disrupt the integrity or performance of the Services, (vii) attempt to gain unauthorized access to the Services or its related systems or networks, (viii) create derivative works based on the Services, (ix) copy, frame or mirror any part or content of the Services (other than for Partner’s own internal business purposes), (x) modify, decompile, disassemble or reverse engineer the Services, (xi) determine or attempt to determine any source code, algorithms, methods, or techniques embodied within the Services, (xii) access the Services to build a competitive product or service, or (xiii) input or submit to the Services (or use the Services to collect) any information with respect to a payment card or relating to a payment card transaction as covered under the Payment Card Industry Data Security Standard (as same may be amended). Partner acknowledges and agrees that (a) it is responsible for reviewing any laws, rules, and regulations applicable to Partner (collectively, the “Regulations”), (b) it is responsible for ensuring Partner’s compliance with the Regulations, and (c) nCino has no responsibility or obligation for ensuring Partner’s compliance with the Regulations.

**3.	****Fees and Payment****. **

**3.1	****Fees****.**  Partner shall pay nCino the fees set forth on the Order Form (the “Fees”).  Partner acknowledges that (i) the number of user subscriptions purchased cannot be decreased during the Initial Term or the applicable Renewal Term, (ii) Fees paid for user subscriptions are paid for access to the Services and not actual use, (iii) any lack of use of the Services by Partner shall not excuse the failure to pay the Fees in whole or in part, and (iv) payment obligations are non-cancellable and Fees paid are non-refundable except as provided herein.

**3.2	****Invoicing and Payment****.** Invoicing and payment details are outlined within the Order Form.

**3.3	****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.

**3.4	****Taxes****. ** Unless otherwise stated in writing, the Fees do not include any taxes, levies, duties or other similar government assessments of any nature, including but not limited to value added, sales and use, or withholding taxes, assessable by any local, state, provincial, federal or foreign jurisdiction (collectively “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. nCino will calculate Taxes based on the address set forth in the introductory paragraph to this Agreement. Partner will be responsible for self-assessing and paying any additional Taxes arising from Partner’s use of Services at a different address. 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 recognized by the appropriate taxing authority.

**4.	****Rights****.**

**4.1	****Intellectual Property Rights****.**  Partner acknowledges and agrees that (i) nCino (or, if applicable, its licensors) exclusively owns all rights, title and interest in and to the Services and Documentation, all improvements, enhancements, modifications and derivative works thereof, and all intellectual property rights therein, (ii) its rights to access and use the Services and Documentation are limited to those specifically granted in this Agreement and no other rights are implied, and (iii) nCino reserves all rights not expressly granted hereunder.

**4.2	****Data****.**  Partner shall have sole responsibility for the legality, reliability, integrity, accuracy and quality of Partner Data and the means by which nCino acquires Partner Data. In order to improve the Services, nCino may collect and analyze certain Partner Data relating to the provision, use, and performance of the Services. Partner hereby grants nCino a worldwide, royalty-free, transferable, sublicensable, irrevocable, perpetual license to use such Partner Data for the purpose of operating, assessing, and improving the Services.

**4.3	****Recommendations****.** Partner grants nCino a worldwide, royalty-free, transferable, sublicensable, irrevocable, perpetual license to use and incorporate into the Services any recommendations, enhancement requests, corrections, suggestions or other feedback provided by Partner or Authorized Users relating to the functionality and/or operation of the Services.

**5.	****Warranties/Disclaimers/Liability****.**

**5.1	****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 and that no pending or threatened claim or litigation known to it would have a material adverse impact on its ability to perform under this Agreement.

**5.2**	**Warranty****.**  nCino represents and warrants that it will provide the Services in a professional manner consistent with general industry standards and that the Services will perform in accordance with the Documentation in all material respects. Partner’s exclusive remedy for breach of the foregoing warranty shall be as provided in Section 7 (Termination).

**Disclaimers****.** EXCEPT AS EXPRESSLY PROVIDED IN THIS AGREEMENT, 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, UNINTERRUPTED OR ERROR-FREE SERVICE, OR NON-INFRINGEMENT, TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW.  The document generation engine (a/k/a “Forms”) provided by nCino as part of the Services may be used for various forms of content and the formation of templates, including for legal or compliance purposes. nCino has no responsibility or liability for the content management function related to the Forms, for ensuring that the proper information or fields are included, embedded, or accurate on such Forms, or for any results generated thereby, all of which shall solely be Partner’s responsibility. Partner acknowledges and agrees that (i) it is responsible for reviewing any calculations (e.g. amortization schedules, annual percentage rates, annual percentage yield calculations, etc.) that may be produced as part of the Services (“Calculations”) and for ensuring that the Calculations are accurate, and (ii) nCino has no responsibility or liability for the accuracy of the Calculations or for any results generated thereby, all of which shall be Partner’s sole responsibility.

**Limitation of Liability****.**  EXCEPT WITH RESPECT TO THE INDEMNIFICATION OBLIGATIONS HEREUNDER OR AS A RESULT OF A BREACH OF THE LICENSE RESTRICTIONS HEREUNDER OR AS A RESULT OF A PARTY’S GROSS NEGLIGENCE OR WILLFUL MISCONDUCT, IN NO EVENT SHALL EITHER PARTY HAVE ANY LIABILITY ARISING OUT OF OR RELATED TO THIS AGREEMENT FOR ANY DIRECT DAMAGES IN AN AGGREGATE AMOUNT IN EXCESS OF THE FEES PAID BY PARTNER TO NCINO UNDER THIS AGREEMENT OVER THE 12-MONTH PERIOD IMMEDIATELY PROCEEDING THE DATE ON WHICH THE INITIAL ACT OR OMISSION GIVING RISE TO THE LIABILITY FIRST OCCURS.  IN NO EVENT SHALL NCINO HAVE ANY LIABILITY ARISING OUT OF OR RELATED TO THIS AGREEMENT FOR ANY 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 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 intellectual property rights in the Services OR DOCUMENTATION. If applicable law limits the application of the provisions of Section 5.4, liability shall be limited to the maximum extent permissible.

**5.5	****Salesforce.com****.  **nCino has secured sufficient rights to utilize the SFDC platform to provide the Services. Partner’s responsibilities with regard to the SFDC platform are outlined in SFDC Terms of Use found at [https://www.ncino.com/salesforce-terms-january-2024](https://www.ncino.com/salesforce-terms-january-2024) (which Partner hereby acknowledges and agrees to be bound by).  Partner acknowledges and agrees that: (i) the Subscription Services may from time to time transmit and/or process Partner Data outside SFDC’s systems, and (ii) to the extent the Subscription Services transmits or processes Partner Data outside of SFDC’s systems, SFDC is not responsible for the privacy, security, or integrity of such Partner Data. Additionally, Partner may use the SFDC Services (as defined in SFDC Terms of Use) solely as part of the 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.

**5.6	****Future Functionality****. ** Partner acknowledges that its obligations hereunder are not contingent on the delivery by nCino of any future functionality or features, or dependent on any oral or written comments made by nCino regarding future functionality or features.

**6.	****Data Management****.**

**6.1	****Retention and Deletion****.  **Partner Data may be deleted by Partner utilizing SFDC functionality. nCino recommends that Partner perform regular backups of Partner Data. Upon written request, nCino can assist Partner with the deletion of Partner Data from the Services. Following the termination of this Agreement, SFDC will delete and overwrite Partner Data in accordance with its then current policies and procedures. SFDC includes a feature to allow Partner to export Partner Data. nCino will, upon Partner’s written request, provide information to Partner on how to utilize this feature (or to make a copy of Partner Data)._    _

**7.	****Term and Termination****. **

**7.1	****Term****.**  This Agreement shall be in force upon the date both parties have executed this Agreement and shall continue for a period of one (1) year (“Initial Term”).  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 sixty (60) days prior to the expiration of the then current term (each, a Renewal Term and, with the Initial Term, the “Term”). The Fees during any Renewal Term will increase by up to seven percent (7%) above the applicable pricing in the prior Term, unless nCino provides Partner notice of different pricing at least ninety (90) days prior to the applicable Renewal Term. Notwithstanding the foregoing, any Renewal Term in which the number of Subscription Services (as set forth on the Order Form) has decreased from the prior Term will result in re-pricing for such Renewal Term without regard to the prior Term’s Fees.

**7.2	****Termination****.**  Either party may terminate this Agreement for cause (i) upon thirty (30) days written notice to the other party of a material breach if such breach remains uncured at the expiration of such period, or (ii) if the other party becomes the subject of a petition in bankruptcy or any other proceeding related to insolvency, receivership, liquidation or assignment for the benefit of creditors.  Additionally, notwithstanding anything in this Agreement to the contrary, nCino shall have the right to terminate this Agreement at any time for convenience by providing Partner thirty (30) days prior written notice of termination.  Upon a termination for convenience by nCino, nCino shall refund to Partner any Fees prepaid by Partner hereunder covering the remainder of the Term following the date of termination.

**7.3	****Effect of Termination****.** The following provisions of this Agreement shall survive the termination of this Agreement: (i) any obligation of Partner to pay before termination, (ii) Sections 3 – 10, and (iii) any other provision of this Agreement that must survive to fulfill its essential purpose.

**8.	****Indemnification****. **

**8.1 ****Indemnification by nCino****.  **nCino will defend Partner against any claim, demand, suit or proceeding made or brought against Partner by a third party alleging that Partner’s use of the Services in accordance with this Agreement infringes or misappropriates such third party’s intellectual property rights, and will indemnify and hold Partner harmless from any damages, attorney fees and costs finally awarded against Partner as a result of, or for amounts paid by Partner under a court-approved settlement of, such claim, provided Partner (i) promptly gives nCino written notice of the claim, (ii) gives nCino sole control of the defense and settlement of such claim (except that nCino may not settle such claim unless it unconditionally releases Partner of all liability), and (iii) gives nCino all reasonable assistance (at nCino’s expense).

**8.2	****Indemnification by Partner****. ** Partner shall defend nCino against any claim, demand, suit or proceeding made or brought against nCino by a third party alleging that Partner Data, or Partner’s use of the Services in violation of this Agreement, infringes or misappropriates such third party’s intellectual property rights or violates applicable law, and will indemnify and hold nCino harmless from any damages, attorney fees and costs finally awarded against nCino as a result of, or for any amounts paid by nCino under a court-approved settlement of, such claim, provided nCino (i) promptly gives Partner written notice of such claim, (ii) gives Partner sole control of the defense and settlement of such claim (except that Partner may not settle such claim unless it unconditionally releases nCino of all liability), and (iii) gives Partner all reasonable assistance (at Partner’s expense).

**9.	****Confidentiality****.  **Each party will potentially share with the other certain confidential and proprietary information.  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.

**9.1	****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.

**9.2	****Disclosure of Confidential Information****.  **Recipient shall: (i) hold the Confidential Information in 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 performance of this Agreement 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 Section 9 of this Agreement.

**9.3	****Confidentiality Period**. Recipient’s obligations with respect to Confidential Information under this Agreement expire three (3) years from the date of termination of this Agreement (except that with respect to any trade secrets, the obligations shall be perpetual).

**9.4	****Exclusions**. This Agreement imposes no obligations with respect to information which (i) was in Recipient’s possession before receipt from Discloser, (ii) is or becomes publicly available 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 or pursuant to the applicable subpoena or other authority) 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.

**9.5	****Return/Destruction****.** Upon termination of this Agreement, Recipient shall (i) promptly cease using the Confidential Information, and (ii) destroy or return the Confidential Information and all copies thereof to Discloser within ten (10) days of receipt of Discloser’s request, and (iii) confirm in writing that it has complied with these obligations.

**10.****Miscellaneous****. **

**10.1	****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.

**10.2	****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.

**10.3	****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.

**10.4	****Audit****.**  During the Term, nCino will have the right to audit Partner’s use of the Services to confirm compliance with this Agreement.  Partner will reasonably cooperate with nCino and will, without prejudice to any other rights of nCino promptly address any non-compliance identified by the audit.

**10.5	****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 in the introductory paragraph above (or as otherwise designated by a party in accordance with this Section 10.5). Notices to nCino shall be addressed to the attention of nCino’s Chief Executive Officer.  Notices to Partner shall be addressed to the attention of the Service administrator designated by Partner in the Services (or to such other person designated by Partner in the Services).

**10.6	****Assignment/Subcontracting****. **Neither party may assign any of its rights or obligations under this Agreement without the other party’s prior written consent (not to be unreasonably withheld or delayed); provided, however, either party may assign this Agreement in its entirety without the other party’s consent to an affiliate or in connection with a merger, acquisition, corporate reorganization, or sale of all or substantially all of its assets not involving a direct competitor of the other party. Subject to the foregoing, this Agreement shall bind and inure to the benefit of the parties, their respective successors and permitted assigns. Partner acknowledges that nCino may engage the assistance of subcontractors for purposes hereunder, including, but not limited to SFDC and Amazon Web Services, Inc. (AWS).

**10.7	****Non-nCino Applications****. **Third parties may make available third-party products or services to use with the Subscription Services (“non-nCino Application(s)”). For the avoidance of doubt, non-nCino Applications do not include SFDC hosting services or other products or services that nCino provides (or resells) directly to Partner. Any use by Partner of such non-nCino Application(s), and any exchange of data between Partner and any non-nCino Application provider and non-nCino Application(s) is solely between Partner and the applicable non-nCino Application provider. nCino does not warrant or support non-nCino Application(s) unless expressly provided in a written agreement between nCino and Partner. If Partner chooses to use a non-nCino Application with the Subscription Services, Partner grants nCino permission to allow the non-nCino Application, and its provider, to access Partner Data for the interoperation of that non-nCino Application with the Subscription Services. nCino is not responsible for any disclosure, modification, or deletion of Partner Data resulting from access by such non-nCino Application.

**10.8	****Governing Law****. **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.

**10.9	****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)