Thank you for your interest in the Fintech and Banking Partnerships portal located at www.globalfintechlink.com (the “Portal”). The purpose of these terms and conditions (the “Terms”) is to prevent misunderstandings between each of the banks participating in the Portal (each, a “Participating Bank”, “we” or “us”) and those wishing to submit a proposal through the Portal (each, a “Submitter” or “you”). A list of the Participating Banks is set out at www.globalfintechlink.com/the-alliance/, and we may update that list from time to time. The Portal is provided by National Australian Bank Ltd ABN 12 004 044 937 (“NAB”) for and on behalf of the Participating Banks. These Terms constitute an agreement between you, NAB and each of the Participating Banks (as the list of Participating Banks may be updated from time to time).
Each Participating Bank is actively involved in the fintech and innovation space. As a result, many of the ideas submitted to us by others are already known to us. In order to avoid potential misunderstandings or disputes when products, services, solutions or strategies offered or implemented by one or more Participating Banks (“Solutions”) might seem similar to ideas that you have described or suggested in any proposal that you may submit to us (“Your Submissions”), it is important that you understand these Terms. Please read them carefully as they apply to your relationship with each Participating Bank.
These Terms shall apply to Your Submissions. Any other terms or conditions that you may stipulate in Your Submissions shall not be effective. By using the Portal (including submitting a proposal through the Portal), you are agreeing to these Terms. If you do not agree to these Terms, do not use the Portal or send Your Submissions to us.
1. Authority to Enter These Terms
In order for the efficient and effective operation of the Portal, we must be satisfied that you have the right to enter into and be bound by these Terms and to grant the rights described in these Terms without breaching, violating or infringing the rights of any other person or entity.
Accordingly, you represent and warrant that:
- if you are agreeing to these Terms on behalf of a company or other legal entity, you have the legal authority to bind that company or other legal entity to these Terms; and
- You are at least 18 years old (or the age of majority where you reside, whichever is older), can form a legally binding contract by accepting a contract online and have the full right, power and authority to enter into and comply with your obligations under these Terms.
2. Your Personal Information
3. No Creation of Confidential Relationship with any Participating Bank
None of the Participating Banks, nor any of their respective affiliates, wishes to receive any information that you regard as being confidential, sensitive or proprietary. Therefore, by sending Your Submissions, you acknowledge and agree that Your Submissions do not contain any confidential, sensitive or proprietary information and that no confidential, fiduciary or similar relationship between you and any Participating Bank is created. You agree that each Participating Bank has the right, but not obligation, to use your name and any other information about you in connection with the review and use of Your Submission.
4. Participating Bank’s Freedom to Use and Disclose Your Submissions
Your Submissions (including their contents) will automatically become the property of the Participating Banks upon your transmission thereof. Each Participating Bank shall have the unrestricted right to use and disclose Your Submissions, without compensation to you or any other third party. Without limiting the generality of the foregoing, each Participating Bank shall be entitled to copy, distribute, translate and modify Your Submissions (including their contents), in whole or in part. You acknowledge and agree that Your Submissions may be stored, accessed, processed or otherwise handled in any jurisdiction in the world.
5. No Obligation for Participating Bank to Review Your Submissions
We have no obligation to review Your Submissions or to enter into any relationship with you or any other Submitter. However, you acknowledge and agree that we are entitled to review Your Submissions, and in connection therewith, share Your Submissions with any other person or organization that we may involve in any such review.
6. Similarity between Our Solutions and Your Submission
By making Your Submission, you acknowledge and agree that any Participating Bank and its designees may create on their own or obtain many submissions that may be similar or identical to Your Submission. You hereby irrevocably and forever waive, and covenant and agree that you shall not bring, any legal claim or action that you may have now or in the future under any theory of law in any territory, based on a claim or other allegation that any of our Solutions is based upon or is similar or identical to any of Your Submissions.
7. Representations, Warranties and Covenants of Submitter
You represent and warrant that:
- you are legally entitled to send Your Submission to us and your sending of it will not violate the rights of any third party or any local, state, federal or foreign law, including patent rights, copyrights, trademark rights, trade secret rights, confidentiality agreements, any personality right, any right of publicity, right of privacy or any other right;
- all authors of any copyright works included in Your Submission have perpetually and irrevocably waived their respective moral rights in such works;
- Your Submission does not contain any content that is unlawful, defamatory, libelous or otherwise objectionable;
- Your Submission does not contain any software viruses or malware;
- You will not use the Portal for any purposes that are unlawful. You may not use the Portal in any manner that could damage, disable, overburden or impair any Participating Bank server, or any networks connected to any Participating Bank server, or that could interfere with any other person’s or entity’s use and enjoyment of the Portal. You may not obtain or attempt to obtain any materials or information through any means not intentionally made available through the Portal; and
- as between You and each Participating Bank, the Participating Bank retains all right, title and interests in and to the Portal, including all copyrights, patents, trade secrets, trademarks and other intellectual property rights.
Unless prohibited by applicable law, you will defend and indemnify the Participating Banks and their subsidiaries against all direct liabilities, direct damages, direct losses, direct costs, direct fees (including legal fees), and direct expenses suffered or incurred by the Participating Banks relating to any allegation or third-party legal proceeding to the extent arising from your breach of the Terms except to the extent that the loss is due to the unlawful or negligent acts of one or more of the Participating Banks. You agree to pay us the amount of the indemnity promptly on demand by us.
9. Disclaimer of Warranties; No Liability for Use of the Portal
9.1 THIS PORTAL AND THE INFORMATION PROVIDED BY ONE OR MORE OF THE PARTICIPATING BANKS AT THE PORTAL IS PROVIDED “AS IS”. NONE OF THE PARTICIPATING BANKS REPRESENTS, WARRANTS OR GUARANTEES: (A) THE ACCURACY, ADEQUACY, TIMELINESS, OR COMPLETENESS OR FITNESS FOR PURPOSE OF THE PORTAL OR THE INFORMATION PROVIDED AT THE PORTAL; OR (B) THAT THE PARTICIPATING BANKS WILL CONTINUE TO OFFER THE PORTAL, AND EACH PARTICIPATING BANK HEREBY DISCLAIMS LIABILITY FOR ANY ERRORS OR OMISSIONS. NO WARRANTY OR CONDITION OF ANY KIND (IMPLIED, EXPRESS, OR STATUTORY) IS GIVEN BY ANY PARTICIPATING BANK IN RELATION TO THE PORTAL OR THE INFORMATION PROVIDED AT THE PORTAL. YOU MAY HAVE OTHER STATUTORY RIGHTS, IN WHICH CASE THE DISCLAIMERS ABOVE WILL APPLY TO THE FULL EXTENT PERMITTED BY LAW.
9.2 TO THE MAXIMUM EXTENT PERMITTED BY LAW, NONE OF THE PARTICIPATING BANKS WILL BE LIABLE FOR ANY DAMAGES, LOSSES OR EXPENSES (INCLUDING DIRECT, INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL OR PUNITIVE DAMAGES) ARISING FROM: (1) YOUR USE OR INABILITY TO USE THE PORTAL OR ANY INFORMATION PROVIDED AT THE PORTAL; (2) ANY FAILURE OR DELAY BY ANY PARTICIPATING BANK TO REVIEW OR CONSIDER YOUR SUBMISSION OR TO ELECT NOT TO ENGAGE IN ANY RELATIONSHIP WITH YOU; (3) ANY ERROR, OMISSION, INTERRUPTION, DEFECT, DELAY, COMPUTER VIRUS, SYSTEM FAILURE, LOSS OF DATA OR OTHERWISE, EVEN IF ANY PARTICIPATING BANK OR ITS REPRESENTATIVES ARE ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, LOSSES OF EXPENSES. IN ANY EVENT THE ENTIRE AGGREGATE LIABILITY OF THE PARTICIPATING BANKS UNDER THESE TERMS WILL BE LIMITED TO ONE HUNDRED AUD DOLLARS (AUD $100). You acknowledge and agree that this Section 9 reflects a reasonable allocation of risk and that the Participating Banks would not enter into these Terms without these liability limitations. This Section 9 will survive notwithstanding any limited remedy’s failure of essential purpose.
10. Brand Features
- “Brand Features” is defined as the trade names, trademarks, service marks, logos, domain names, and other distinctive brand features of the Participating Banks. Except where expressly stated, the Terms do not grant You any right, title, or interest in or to the Brand Features of the Participating Banks. All use by you of the Participating Bank’s Brand Features (including any goodwill associated therewith) will inure to the benefit of the relevant Participating Bank.
- You must not use the Participating Banks Brand Features without first obtaining the prior written consent of the relevant Participating Bank.
11. Modifications to the Terms
We may modify these Terms or add terms from time to time, for example, to reflect changes to the law, changes to the Portal or for any other reason we reasonably require. We’ll post notice of modifications to these Terms or the additional terms within the Portal. Changes are effective thirty (30) days after they are posted. However, changes specific to new functionality for the Portal, changes made for legal reasons, and any changes to our documentation or referenced policies, will be effective immediately. You may be required to accept the modified Terms in order to continue using the Portal, and in any event you agree that your continued use of the Portal after the changes become effective constitutes acceptance of the modified terms.
12. General Legal Terms
The Terms do not create any third party beneficiary rights or any agency, partnership, or joint venture. Nothing in the Terms will limit either party’s ability to seek injunctive relief. We are not liable for failure or delay in performance to the extent caused by circumstances beyond our reasonable control. If you do not comply with the Terms, and We do not take action right away, this does not mean that We are giving up any rights that we may have (such as taking action in the future). If it turns out that a particular term is not enforceable, this will not affect any other terms. The Terms are the entire agreement between you and us relating to its subject and supersede any prior or contemporaneous agreements on that subject. For information about how to contact us, please visit our contact page.
13. Governing Law
The Terms are governed by the law in force in Victoria, Australia and each party irrevocably and unconditionally submits to the non-exclusive jurisdiction of those courts.