D. Developer Application Minimum End User Terms

Date Last Revised: July 2, 2018


1. DEFINITIONS

1.1. "Account Data" means data relating to End User’s financial account in Financial Institution including:

  1. financial account details (including by way of example and without limitation account number, type, currency, balance);
  2. transactions details (including by way of example and without limitation transaction amount, date, description, currency); and
  3. financial account holder details (including by way of example and without limitation name, address, email, phone number) to the extent that such information is made available, in whole or in part, by the respective Financial Institution.

1.2. "Consent" of End User means any freely given, specific, informed and unambiguous indication of End User’s wishes by which he or she, by a statement or by a clear affirmative action, signifies agreement to the access to End User’s financial account by Salt Edge on behalf of Developer for the purpose of retrieving Account Data and/or Developer initiating a payment transaction via Developer Application.

1.3. "Developer" means the third-party owner or provider of the Developer Application.

1.4. "Developer Application" means the web, desktop and/or mobile application used or intended to be used by End User as made available by or on behalf of Developer and which allows End User to access and use its own financial data in a consolidated way and/or to initiate payment transactions via that application.

1.5. "Developer Services" means the services provided by Developer to End User via the Developer Application.

1.6. "End User" means any user of the Developer Application, including without limitation any end user of the Developer Application, any Developer's associate, partner or any other third party whom the Developer makes the Developer Application available to.

1.7. "End User Access Information" means personalized features, including without limitation username, password, access number, security questions and answers, token/SMS codes and multifactor information, provided by Financial Institution to End User for the purposes of authentication, including but not limited to strong customer authentication and dynamic linking.

1.8. "End User Information" means any personal data relating to End User that is either (i) accessed, collected or generated from End User’s access to and use of the Salt Edge Services, or (ii) provided by Developer to Salt Edge in connection with the provision of the Salt Edge Services to which the Developer Application requests access to on behalf of End User, or (iii) provided by End User when contacting Salt Edge by electronic mail or otherwise through the online channels offered with the Salt Edge Services. The End User Information includes but is not limited to Financial Institution Account Data, Payment Order Data (if applicable) and Session Information.

1.9. "EULA" means this end user license agreement concluded between Developer and End User which governs the use by the End User of the Salt Edge Services accessed via the Developer Application.

1.10. "Financial Institution" means a legal entity engaged in the business of dealing with financial transactions, including without limitation banks, building societies, credit institutions, payment system providers, loan companies, mortgage companies, investment companies, utilities/bills providers and other financial service providers located worldwide.

1.11. "Financial Institution Account Data" means End User Access Information and Account Data.

1.12. "Financial Institution Services" means services offered by Financial Institutions and/or their third parties, including but not limited to application programming interfaces (APIs), online banking, online payment, online investment, account and/or file download, online bill pay, online trading.

1.13. "Salt Edge" means the company Salt Edge Inc. (including its respective affiliated companies and licensors), which is a technical provider and licensor of Developer.

1.14. "Salt Edge Services" means services provided to Developer by Salt Edge, which the Developer Application requests access to in connection with the provision of Developer Services.

1.15. "Session Information" means the technical information collected by Salt Edge during the duration of an End User’s interaction with the Salt Edge Services and stored in log files for the purpose of providing, maintaining, protecting and improving the Salt Edge Services and meeting the applicable regulatory compliance and audit requirements. The Session Information may include, but is not limited to, the IP address, location information and device information (e.g., browser type and version, operating system and version).


2. CONTRACTING PARTIES TO EULA

This EULA is entered into between Developer and End User. End User accepts and acknowledges that its use of the Salt Edge Services via the Developer Application is subject to the terms of this EULA and that Developer is solely responsible for the Developer Application and any liability arising out of use of the Developer Application. 


3. RESTRICTIONS

End User and its agents shall not and shall not allow any third party to, either directly or indirectly: 

  1. undertake any reverse engineering, decryption, decompiling, decoding, disassembling, or otherwise attempt to obtain the source code of the Developer Application;
  2. lease or time-share the Developer Application or host the Developer Application in a multi-tenant arrangement without prior written consent of Developer;
  3. remove, delete or obliterate any copyright notices, proprietary labels or private legends placed upon or found within the Developer Application;
  4. engage in any actions with the Developer Application that meddle with, disturb, destroy, or access in an unlawful way the server networks, connections, systems, records, or other assets, tools or services of Developer or any third party;
  5. circumvent any user limits or other use restrictions that are built into the Developer Application;
  6. breach, override or otherwise circumvent any authentication or security mechanisms;
  7. transmit any worms, viruses, Trojan horses, or any other malware, disruptive or harmful software or data through End User’s access to and use of the Salt Edge Services via the Developer Application; and
  8. use the Salt Edge Services or any part thereof for any unlawful or fraudulent purpose or otherwise in any way not permitted by this EULA.

4. SALT EDGE SERVICES

4.1. End User acknowledges that the Developer Application may request access to the Salt Edge Services for the purpose of providing the Developer Services to End User. In order to utilize the Developer Application that uses or gathers information from Salt Edge Services, End User hereby authorizes Salt Edge to share End User’s Account Data with Developer and transmit it to the Developer Application. Moreover, End User expressly accepts that Developer may provide certain End User Information to Salt Edge to use in connection with the Salt Edge Services.

4.2. End User represents and warrants that it has the rights and mandate to offer such authorization to Salt Edge and Developer. End User’s access to and use of the Salt Edge Services shall be restricted to those purposes and access prerogatives allowed by Salt Edge. If End User accesses and uses the Salt Edge Services, End User is solely responsible for reviewing the terms and conditions that apply to such services.

4.3. End User acknowledges and agrees that when using the Salt Edge Services for the purpose of initiating a payment transaction through the Developer Application, Developer will provide to Salt Edge the payment order data associated with the initiated payment transaction ("Payment Order Data"). Such Payment Order Data includes date, amount, currency, description and payee details. Salt Edge will transmit the Payment Order Data to End User’s Financial Institution in order for the latter to execute the transaction and return execution status to Developer.

4.4. Developer warrants that it shall access, use, process and store End User Information (including without limitation End User’s Account Data) strictly in accordance with the End User’s permission and as further detailed in Developer’s privacy policy for the Developer Application. End User acknowledges that Developer shall be solely liable for any liability arising from any access, use, distribution, storage, dissemination, and processing of End User Information (including without limitation End User’s Account Data) by Developer and that Salt Edge expressly disclaims any liability arising from Developer’s use of End User Information (including without limitation End User’s Account Data). END USER FURTHER AGREES TO INDEMNIFY AND HOLD SALT EDGE HARMLESS IN RESPECT OF ANY LOSSES, CLAIMS, DAMAGES, LIABILITIES, COSTS AND EXPENSES ARISING FROM DEVELOPER’S USE OF END USER INFORMATION (INCLUDING WITHOUT LIMITATION END USER’S ACCOUNT DATA).


5. END USER’S RESPONSIBILITIES

The right of use granted to End User under this EULA is conditioned on End User’s compliance with its responsibilities set forth herein:

5.1. End User is solely responsible for maintaining the confidentiality and security of the End User Access Information that End User uses to access the Salt Edge Services through the Developer Application.

5.2. End User is solely responsible for compliance with the applicable laws, rules and regulations in the jurisdiction(s) End User uses the Salt Edge Services in and any liability arising from End User’s failure to do so is expressly disclaimed.

5.3. End User is solely responsible for ensuring that its use of the Salt Edge Services does not violate any applicable terms and conditions, policies, guidelines, regulations and restrictions of its Financial Institution(s). End User hereby acknowledges and agrees that it is solely responsible for verifying compliance of the Salt Edge Services accessed by End User via the Developer Application with its Financial Institution’s terms and conditions, policies, guidelines, regulations and restrictions and any liability derived from End User’s failure to do so is expressly disclaimed.

5.4. End User agrees to immediately notify Developer if End User becomes aware of any loss, theft or unauthorized use of any End User Access Information. Developer reserves the right to deny access to the Salt Edge Services (or any part thereof) if it reasonably believes that any loss, theft, or unauthorized use of End User Access Information has occurred. Such denial of access may without limitation enable Developer and/or Salt Edge to investigate said loss, theft or unauthorized use of any End User Access Information.


6. USE OF PERSONAL DATA

6.1. End User hereby acknowledges, agrees and explicitly consents to the fact that Salt Edge, in connection with the provision of Salt Edge Services through the Developer Application, will access, collect, use, process, adapt, store, transfer and delete End User Information in accordance with Salt Edge’s Privacy Policy. End User further acknowledges that Salt Edge may engage third-party service providers in connection with the Salt Edge Services, including without limitation the operation, maintenance, hosting and security of the Salt Edge Services.

6.2. End User acknowledges and agrees that Salt Edge, in connection with the provision of the Salt Edge Services, may access, use, gather, process, transfer and store End User Information (including without limitation End User’s Financial Institution Account Data) in jurisdictions other than End User’s country of residence and/or the jurisdiction(s) End User uses the Salt Edge Services in. The processing and transfer of personal data of any EU/EEA residents will be subject to the requirements of the GDPR (Regulation (EU) 2016/679 of the European Parliament and of the Council of 27 April 2016 on the protection of natural persons with regard to the processing of personal data and on the free movement of such data, and repealing Directive 95/46/EC) and will be carried out as set forth in the Privacy Policy.

6.3. End User hereby acknowledges and agrees that Salt Edge has the right to make anonymized data based on or derived from End User Information and combine the anonymized data with that of other users of the Salt Edge Services in a way that does not identify End User or any individual person, and to use such anonymized aggregate data, both during the term of this EULA and after its termination, for any purpose, including but not limited to:

  • providing, maintaining, supporting and improving the Salt Edge Services;
  • conducting analytical research, compiling statistical reports and performance tracking;
  • developing and/or improving other Salt Edge’s services and products; and
  • sharing such anonymized aggregate data with Salt Edge’s affiliates, agents or other third parties with whom Salt Edge has a business relationship.

7. ACCESS TO END USER’S FINANCIAL ACCOUNT

7.1. End User acknowledges and agrees that Salt Edge will collect, use, process and store End User Information for the purpose of providing the Salt Edge Services to Developer.

7.2. End User expressly authorizes Salt Edge, in connection with the provision of Salt Edge Services via the Developer Application, to use certain End User Information in order to: (i) collect End User’s Account Data; (ii) reformat, organize, structure, alter and adapt certain End User Information; (iii) create and provide hypertext links to Financial Institution(s); (iv) access the Financial Institution Services using End User Access Information; (v) update and maintain the information in End User’s account created in connection with the Salt Edge Services within Salt Edge’s systems, including performing offline updates (without End User’s interaction); (vi) address errors or service interruptions; (vii) enhance the type of data and services Salt Edge can provide in the future; and (viii) take such other actions as are reasonably necessary to perform the actions described in (i) through (vii) above, each in connection with the provision of Salt Edge Services via the Developer Application.

7.3. BY GIVING HIS/HER CONSENT AND USING THE SALT EDGE SERVICES THROUGH THE DEVELOPER APPLICATION, END USER REPRESENTS AND WARRANTS THAT END USER IS THE LEGAL OWNER OF THE FINANCIAL INSTITUTION ACCOUNT DATA AND THAT END USER HAS THE AUTHORITY TO APPOINT AND DOES HEREBY EXPRESSLY APPOINT SALT EDGE AS END USER’S AGENT WITH LIMITED POWER OF ATTORNEY TO ACCESS END USER’S FINANCIAL ACCOUNT IN READ-ONLY MODE IN ORDER TO RETRIEVE THE ACCOUNT DATA ON END USER’S BEHALF AND/OR ENABLE DEVELOPER TO INITIATE PAYMENT TRANSACTIONS ON END USER’S BEHALF THROUGH THE DEVELOPER APPLICATION. 

7.4. End User further acknowledges that Salt Edge does not review or analyze Account Data and End User agrees that Salt Edge is not responsible for its completeness or accuracy. Any transactions or activities performed in any Financial Institution Services are not made through the Salt Edge Services and Salt Edge assumes no responsibility for such transactions or activities. End User acknowledges that Developer may use the Salt Edge Services to initiate payment transactions on End User’s behalf via the Developer Application, in which case Salt Edge will transmit the Payment Order Data corresponding to the initiated payment transaction from the Developer Application to End User’s respective Financial Institution. End User agrees that it is solely responsible for any changes to End User’s Financial Institution Account Data, and that any such changes must be made in the applicable Financial Institution Services.


8. INFORMATION FROM FINANCIAL INSTITUTION SERVICES

End User acknowledges and agrees that: (i) Financial Institutions may not allow Salt Edge access to Financial Institution Services; (ii) Financial Institutions may make changes to their Financial Institution Services, with or without notice to Salt Edge, that may prevent or delay the access to End User’s account(s) in the respective Financial Institution(s); and (iii) although Salt Edge will try to "refresh" the Account Data, if the data is not the most current from Financial Institution Services, End User’s most recent transactions may not be reflected in the account information presented to End User in the Developer Services. It is End User’s obligation to watch for any discrepancies in End User’s Account Data, and before making any transactions or decisions based on Account Data presented in the Developer Services, End User should check the last refresh date for the account and confirm with the applicable Financial Institution that the Account Data is correct or otherwise confirm that the Account Data is up to date and accurate. SALT EDGE DOES NOT REPRESENT OR WARRANT THAT THE ACCOUNT DATA PRESENTED IN THE DEVELOPER SERVICES WILL AT ALL TIMES BE COMPLETE, ACCURATE, ERROR-FREE OR UP-TO-DATE.


9. DISCLAIMER

END USER HEREBY ACKNOWLEDGES AND AGREES THAT THE SALT EDGE SERVICES AND ANY INFORMATION MADE AVAILABLE THROUGH THE SALT EDGE SERVICES IN THE DEVELOPER APPLICATION ARE PROVIDED "AS IS" AND "AS AVAILABLE". SALT EDGE DOES NOT ACCEPT RESPONSIBILITY OR LIABILITY FOR ANY USE OF OR RELIANCE ON THE SALT EDGE SERVICES, OR FOR ANY DISRUPTIONS TO OR DELAY IN THE SALT EDGE SERVICES. DEVELOPER AND SALT EDGE OFFER NO WARRANTIES, DIRECT, IMPLIED, OR STATUTORY, AND DISCLAIM ANY AND ALL WARRANTIES WITH REGARD TO THE SALT EDGE SERVICES AND ANY DATA MADE AVAILABLE THROUGH THE SALT EDGE SERVICES IN THE DEVELOPER APPLICATION, EITHER WHOLLY OR PART OF IT, INCLUDING WITHOUT LIMITATION ANY EXPRESS OR IMPLIED WARRANTY OF FITNESS FOR A PARTICULAR PURPOSE, MERCHANTABILITY, MERCHANTABLE QUALITY, TITLE OR NON-INFRINGEMENT. END USER ACKNOWLEDGES AND AGREES THAT ANY USE OF THE SALT EDGE SERVICES AND ANY DATA MADE AVAILABLE THROUGH THE SALT EDGE SERVICES IN THE DEVELOPER APPLICATION WILL BE AT END USER’S EXCLUSIVE JUDGEMENT AND END USER’S SOLE RISK, AND THAT IN CASE OF ANY LOSSES ARISING OUT OF OR IN CONNECTION WITH THE DEVELOPER APPLICATION, AS WELL AS LOSSES RESULTING FROM A BREACH OF TERMS OF SECURITY, OR DEVELOPER’S NON-COMPLIANCE WITH THE APPLICABLE LAWS, INCLUDING WITHOUT LIMITATION PERSONAL DATA PROTECTION LAWS, REGULATIONS, DIRECTIVES OR STATUTES, SUCH LIABILITY SHALL BE WHOLLY WITH THE DEVELOPER AND NOT SALT EDGE.


10. SEVERABILITY

If any term or provision of this EULA is held to be illegal, invalid, void or unenforceable, in whole or in part, by any court of competent jurisdiction, the remainder of the terms and provisions set forth herein shall remain in full force and effect and shall in no way be affected, impaired or invalidated thereby. Such illegal, invalid, void or unenforceable term or provision or part thereof shall be deemed modified to the extent required to render it enforceable; failing which, it shall be severed from this EULA, which shall continue in full force and effect and be binding upon End User.