Jack Henry™ Payments Orchestrator Service Terms & Conditions

These Terms and Conditions (the “Terms”) are entered into by and between you (as defined below) and Jack Henry & Associates, Inc. (“JH,” “Company,” “we” or “us”). These Terms govern access to and use of https://jhorchestrator.com, which includes sub domain app.victorfi.com, and  https://jackhenry.dev/payments-orchestrator/) (collectively, the “JHPO Website”) by (i) site visitors (the “Site Visitors”), and (ii) by individuals or entities who purchase the JH Payments Orchestrator Services (the “JHPO Services”) or create an account (an “Account”) and their Authorized Users (collectively, “Customers”). The JHPO Website, the JHPO Services, and any API, as defined herein, shall collectively be referred to as the “JHPO Platform.” By using the JHPO Platform, you as a Site Visitor or Customer accept these Terms (whether on behalf of yourself or a legal entity you represent). An “Authorized User” of a Customer is an individual natural person, whether an employee, business partner, contractor, or agent of a Customer who is registered or permitted by Customer to use the JHPO Platform subject to these Terms and up to any maximum number of users or uses specified at the time of purchase. Customers and Site Visitors may be referred to in these Terms as “you” and “your” as applicable.

You represent and warrant that you are: (a) of legal age in your resident jurisdiction and competent to agree to these Terms; and (b) you (or your Authorized Users, as applicable) are not and will not, when using the JHPO Platform, be located in, under the control of, or a national or resident of any country outside of the United States. You acknowledge that you are not permitted to use the JHPO Platform if you cannot make these representations. If we have previously prohibited you from accessing the JHPO Platform, you are not permitted to access the JHPO Platform. If you are agreeing to these Terms on behalf of an organization or entity, you represent and warrant that you are authorized to agree to these Terms on that organization or entity’s behalf and bind them to these Terms (in which case, the references to “you” and “your” in these Terms, except for in this sentence, refer to that organization or entity).

BY ACCESSING, USING, OR DOWNLOADING ANY MATERIALS FROM THE JHPO PLATFORM, YOU AGREE TO FOLLOW AND BE BOUND BY THESE TERMS. IF YOU DO NOT AGREE TO THESE TERMS, YOU ARE NOT AUTHORIZED AND MUST CEASE USING THE JHPO PLATFORM IMMEDIATELY.

1. License to Use the JHPO Services.

a. Membership. After agreeing to these Terms and providing any other necessary payment information, you will be permitted to create an Account to access one or more JHPO Services on the JHPO Platform for a particular period of time (a “Membership”).
b. Content. “Content” includes but is not limited to all information, software, text, displays, images, video, and audio, and the design, selection, and arrangement thereof on the JHPO Platform. The JHPO Platform and the Content are owned by JH or its affiliates, licensors, or other providers of such material and are protected by United States and international copyright, trademark, patent, trade secret, and other intellectual property or proprietary rights laws.
c. API. JH may make one of more application programming interfaces (each, an “API”) available to you. Use of an API or certain features of an API may require that you have authorized access to certain Third-Party Services, as such term is defined herein. Your use of the API will be subject to these Terms as well as any terms associated with the Third-Party Service. You authorize JH to use any Credentials provided by you or by the Third-Party Service in order to access the Third-Party Services on your behalf, and you acknowledge that you remain responsible for all activities taken by you or someone using your Credentials via an API.
d. Limited License. Except as otherwise restricted by these Terms, JH grants you a limited, non-exclusive and non-transferable license to access and use the JHPO Platform and the Content for your internal business purposes and only as expressly permitted in these Terms during the period of your Membership. You shall not use or permit use of the JHPO Platform or the Content for any illegal purpose or in any manner inconsistent with the provisions of these Terms. During the period of your Membership, you may display, copy, and download Content on the JHPO Platform provided that you: (a) retain all copyright and other proprietary notices on the content and materials; (b) use them solely for your internal business purposes or otherwise in accordance with any applicable Membership; and (c) do not modify them in any way. Your Membership may include restrictions and requirements that outline the features that you will be able to access. Any violation by you of these Terms may result in the immediate termination of your right to use the JHPO Platform or the Content, as well as potential liability for copyright infringement or other claims depending on the circumstances. If you are or become a direct competitor of JH, you may not access or use the JHPO Platform or the Content without JH’s explicit, advance, written consent, and then only for the purposes authorized in writing.
e. Trademarks. The name, trademarks, logo, and all related names, logos, product and service names, designs, and slogans of JH or the JHPO Services (collectively, the “Marks”) are registered or unregistered trademarks of JH or its affiliates or licensors. The Marks may not generally be used in any advertising or publicity, or otherwise to indicate JH’s sponsorship of or affiliation with any product, service, event, or organization without JH’s prior express written permission. All other names, logos, product and service names, designs, and slogans on the JHPO Platform are the trademarks of their respective owners.
f. Software Use Restrictions. Software available for downloading through the JHPO Platform or third-party JHPO Websites or applications (the “Software”) is the copyrighted work of JH and third-party providers. Use of the Software is governed by these Terms. Unauthorized reproduction or distribution of the Software is expressly prohibited by law and may result in civil and criminal penalties. Violators may be prosecuted.
g. Feedback. You agree that you may offer or be asked to offer recommendations, suggestions, ideas, derivations, enhancement requests or other feedback concerning the operational and functional capabilities of the JHPO Platform (“Feedback”). You hereby assign to JH all right, title, and interest in and to any Feedback. You agree that JH is free to make unrestricted use, copy, modify, sell, distribute, sub-license, and create derivative works of the Feedback without any necessity of payment or attribution to you. Feedback will not be deemed your Confidential Information.
h. Third-Party Services. You may choose to obtain products or services and related materials that are provided, licensed, or supported by third parties, including from affiliates of JH (including open-source software licenses) (“Third-Party Services”) for use with the JHPO Platform. Certain Third-Party Services are provided pursuant to the terms of the applicable third-party license or separate agreement between the licensor of the Third-Party Services and you, and JH assumes no responsibility for, and specifically disclaims any liability or obligation with respect to, any Third-Party Services. Third-Party Services are provided “AS IS” for your convenience only and JH makes no representation or warranty regarding the Third-Party Services and any modifications, improvements, enhancements, additions, or derivations thereto made or provided by JH, whatsoever.