Schedule 3 of Part B - Staging Environment

Effective as of 31 January 2022

This Schedule applies to any Members that require access to a non-exclusive, staging environment from Contour.

1. Access to the Staging Environment

1.1    Subject to the terms of this Schedule 3 of Part B and the other terms, conditions, obligations and restrictions set forth in this Agreement, the Member shall, upon providing written notice to Contour, have the right to Use the Licensed Materials and receive the benefit of the Services pursuant to the terms of this Agreement to access a non-exclusive, standalone staging environment (“Staging Environment”) for the purposes of:

1.1.1  conducting Trial Transactions with Third Parties; and/or

1.1.2  conducting internal testing and training for the purpose of testing the System.

1.2    The Member’s access to the Staging Environment shall be active for the Staging Environment Period, as set out in the Order Form.

1.3    The Member shall pay the Staging Environment Fee (where applicable) as set out in the Order Form.

2. Restrictions on Use

2.1    The Member acknowledges and agrees that the following restrictions and obligations shall apply to the Staging Environment: 

2.1.1  where the Member is a Self-Managed Member, the Member shall be responsible for hosting and maintaining the Staging Environment in accordance with the terms of this Agreement, the Licensed Documentation and the Support Handbook.  The Member shall host and maintain the Staging Environment at its own risk and Contour shall not be liable for any failure by the Member to do so or for any consequences arising from the Member’s failure to do so; and

2.1.2  where the Member is a Cloud Member, the Staging Environment shall be provided and hosted by Contour;

2.1.3  any and all transactions created and transmitted by the Member in the Staging Environment (each, a “Trial Transaction“) shall be solely for the Member’s testing purposes only, and shall:

(a) not be binding on any Third Parties; and

(b) only be entered into with other members of the Platform who are using the Staging Environment for Trial Transactions, as notified by Contour to the Member.

2.2    If the Member is a Cloud Member, the Member acknowledges and agrees that the Staging Environment is not a dedicated staging environment provided solely for use by the Member, and it may be accessed by other Third Parties who are also conducting their own testing.  If such a dedicated staging environment is required, the Parties shall agree separate commercial terms governing the use of such environment.

3. General

3.1    The Parties acknowledge and agree that: (a) the Staging Environment is provided “as is”, “where is” and “as available”, and Contour expressly disclaims all warranties, conditions, or other terms, whether implied or statutory (including warranties of merchantability, fitness for purpose, or warranties with respect to satisfactory quality, and/or performance of, the Staging Environment and/or the accuracy or reliability of the results thereof); and (b) Contour does not represent, warrant or provide any other form of guarantee that the Staging Environment meets the Member’s requirements, operate without interruption or are error free.