Date Last Revised: July 2, 2018
This End User License Agreement ("EULA") is a legal and binding agreement between Salt Edge Inc., including its subsidiary Salt Edge Limited, respective affiliates, related companies, unaffiliated partners and/or licensors (together herein referred to as "Salt Edge") and you or the company, organization or other legal entity that you represent ("Licensee") and governs Licensee's access to and use of the (i) financial data aggregation and enrichment services, and/or (ii) the technical infrastructure enabling the provision of payment initiation services by Developer through the Developer Application (as defined below), in each case delivered via application programming interfaces (including without limitation the Spectre API), software development kits, and any other services, content, tools and features as made available by Salt Edge from time to time (collectively, the "Aggregation Services"). By using the Aggregation Services, either directly or through a Developer Application, Licensee agrees to be bound by the terms of this EULA. Licensee shall not use the Aggregation Services if Licensee does not agree to all of the terms and provisions of this EULA.
If Licensee is a company, corporation, organization or other legal entity ("Legal Entity"), then all provisions hereof shall be applicable to such Legal Entity except for the provisions limited by the context to individuals. If Licensee uses the Aggregation Services on behalf of a Legal Entity, Licensee agrees to this EULA for that Legal Entity and represents and warrants that Licensee has the authority to bind that Legal Entity to this EULA. In that case, "Licensee" shall refer to that Legal Entity.
Licensee acknowledges and agrees that this EULA is in addition to and not in lieu of the General Terms of Service applicable to Licensee.
For the purposes of this EULA, in addition to the capitalized terms defined elsewhere in this EULA, the following terms shall have the meanings ascribed to them as follows:
1.1. "Account Data" means data relating to Licensee’s financial account in Financial Institution including:
- financial account details (including by way of example and without limitation account number, type, currency, balance);
- transactions details (including by way of example and without limitation transaction amount, date, description, currency); and
- 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 Licensee means any freely given, specific, informed and unambiguous indication of Licensee’s wishes by which he or she, by a statement or by a clear affirmative action, signifies agreement to the access to Licensee’s financial account by Salt Edge on its own behalf and/or on behalf of Developer, as applicable, 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 Licensee as made available by or on behalf of Developer and which allows Licensee 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 Licensee through the Developer Application.
1.6. "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.
1.7. "Financial Institution Account Data" means Licensee Access Information and Account Data.
1.8. "Financial Institution Services" means services offered by Financial Institutions and/or their related 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.
1.9. "Licensee 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 Licensee for the purposes of authentication, including but not limited to strong customer authentication and dynamic linking.
1.10. "Licensee Information" means any personal data relating to Licensee that is either (i) accessed, collected or generated from Licensee’s access to and use of the Aggregation Services, or (ii) provided by Developer to Salt Edge in connection with the provision of the Aggregation Services to which the Developer Application requests access to on behalf of Licensee, or (iii) provided by Licensee either as part of the Registration Information when registering a user account, or when contacting Salt Edge by electronic mail or otherwise through the online channels offered with the Aggregation Services. The Licensee Information includes but is not limited to Financial Institution Account Data, Registration Information, Payment Order Data (if applicable) and Session Information.
1.11. "Session Information" means the technical information collected by Salt Edge during the duration of a Licensee’s interaction with the Aggregation Services and stored in log files for the purpose of providing, maintaining, protecting and improving the Aggregation 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).
1.12. "Third-Party Service Providers" means Salt Edge’s third-party service providers subcontracted by Salt Edge in connection with the operation, maintenance and hosting of the Aggregation Services.
2. LICENSE GRANT
The Aggregation Services are protected by copyright, trade secret, and other intellectual property laws. Salt Edge hereby grants Licensee a personal, limited, non-exclusive, revocable, non-sublicensable, non-transferable right and license to use the Aggregation Services during the term of this EULA in accordance with the terms and provisions of this EULA. Except for rights expressly granted to Licensee in this EULA, Salt Edge reserves all other rights, title and interest in and to the Aggregation Services and the underlying technology used to provide the Aggregation Services, including without limitation all software and any copies, corrections, bug fixes, enhancements, modifications or new versions thereof and all research and development and experimental development in respect thereto ("Salt Edge Technology"). No rights are granted by implication, estoppel or otherwise. Licensee acknowledges that only Salt Edge shall have the right to maintain, enhance or otherwise modify the Aggregation Services and Salt Edge Technology.
Licensee shall use the Aggregation Services solely as contemplated in this EULA and shall not, either directly or indirectly:
- disseminate, market, license, sublicense, sell, resell, lease, transfer, assign, distribute, time share, let, rent, give somebody the loan of, or sub-authorize any element of the Aggregation Services;
- modify, translate, reverse engineer, decrypt, decompile, decode, disassemble, or create derivative works based on Salt Edge Technology (including without limitation the Spectre API and other software), undertake any benchmark trials using all or any part of the Spectre API, or in any other way try to procure the human decipherable form of the Spectre API, except to the extent expressly agreed upon in writing by Salt Edge with Licensee or to the extent the foregoing restrictions are expressly prohibited by applicable laws notwithstanding a contractual provision to the contrary;
- circumvent any user limits or other use restrictions that are built into the Aggregation Services;
- breach, override or otherwise circumvent any authentication or security mechanisms;
- remove or obliterate any proprietary notices, ownership labels, classified legends or marks from the Aggregation Services;
- indulge in any actions with the Aggregation Services that meddle with, disturb, destroy, or access in an unlawful way the server networks, connections, systems, records, or other assets, tools or services of Salt Edge or any related third party;
- transmit any worms, viruses, Trojan horses, or any other malware, disruptive or harmful software or data through Licensee’s access to and use of the Aggregation Services;
- use the Aggregation Services or any part thereof for any unlawful or fraudulent purpose or otherwise in any way not permitted by this EULA; or
- access the Aggregation Services in order to (i) build a competitive product or service; or (ii) copy any ideas, features, functions or graphics of the Aggregation Services.
4. LICENSEE'S RESPONSIBILITIES
The license granted by Salt Edge to Licensee under this EULA is conditioned on Licensee’s compliance with its responsibilities set forth herein:
- Licensee is solely responsible for maintaining the confidentiality and security of the Licensee Access Information that Licensee uses to access the Aggregation Services.
- Licensee is solely responsible for compliance with the applicable laws, rules and regulations in the jurisdiction(s) Licensee uses the Aggregation Services in and Salt Edge hereby expressly disclaims any liability arising from Licensee's failure to do so.
- Licensee is solely responsible for ensuring that its use of the Aggregation Services does not violate any applicable terms and conditions, policies, guidelines, regulations and restrictions of its Financial Institution(s). Licensee hereby acknowledges and agrees that it is solely responsible for verifying compliance of the Aggregation Services with its Financial Institution’s terms and conditions, policies, guidelines, regulations and restrictions and Salt Edge hereby expressly disclaims any liability arising from Licensee’s failure to do so.
- If Licensee uses the Aggregation Services directly, Licensee is solely responsible for any communication and information submitted to Salt Edge, such as Licensee’s name and email address provided as part of user account registration ("Registration Information"), including by electronic mail or otherwise through the online channels offered with the Aggregation Services. Salt Edge assumes that any communication received through use of the Licensee’s Registration Information was sent or authorized by Licensee and that any communication Licensee sends is compliant with applicable laws, including anti-spam laws.
- Licensee agrees to immediately notify Salt Edge if Licensee becomes aware of any loss, theft or unauthorized use of any Licensee Access Information. Salt Edge reserves the right to deny access to the Aggregation Services (or any part thereof) if Salt Edge reasonably believes that any loss, theft, or unauthorized use of Licensee Access Information has occurred. Such denial of access may without limitation enable Salt Edge to investigate said loss, theft or unauthorized use of any Licensee Access Information.
5. USE OF PERSONAL DATA
5.3. Licensee hereby acknowledges and agrees that Salt Edge has the right to make anonymized data based on or derived from Licensee Information and combine the anonymized data with that of other users of the Aggregation Services in a way that does not identify Licensee 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 Aggregation 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.
6. DEVELOPER SERVICES
6.1. Licensee acknowledges that the Developer Application may request access to the Aggregation Services for the purpose of providing the Developer Services to Licensee. In order to utilize the Developer Application that uses or gathers information through its integration with the Aggregation Services, Licensee hereby authorizes Salt Edge to share Licensee’s Account Data with Developer and transmit it to the Developer Application. Moreover, Licensee expressly accepts that Developer may give certain Licensee Information to Salt Edge to use in connection with the Aggregation Services. Licensee represents and warrants that it has the rights and mandate to offer such authorization to Salt Edge and Developer.
6.3. Licensee acknowledges and agrees that when using the Aggregation 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 Licensee’s Financial Institution in order for the latter to execute the transaction and return execution status to Developer.
7. ACCESS TO LICENSEE’S FINANCIAL ACCOUNT
7.1. Licensee acknowledges and agrees that Salt Edge will collect, use, process and store Licensee Information for the purpose of providing the Aggregation Services to Licensee.
7.2. Licensee expressly authorizes Salt Edge, in connection with the provision of the Aggregation Services, to use certain Licensee Information in order to: (i) collect Licensee’s Account Data; (ii) reformat, organize, structure, alter and adapt certain Licensee Information; (iii) create and provide hypertext links to Financial Institution(s); (iv) access the Financial Institution Services using Licensee Access Information; (v) update and maintain the information in Licensee’s user account created in connection with the Aggregation Services within Salt Edge’s systems, including performing offline updates (without Licensee’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 the Aggregation Services.
7.3. BY GIVING HIS/HER CONSENT AND USING THE AGGREGATION SERVICES LICENSEE REPRESENTS AND WARRANTS THAT LICENSEE IS THE LEGAL OWNER OF THE FINANCIAL INSTITUTION ACCOUNT DATA AND THAT LICENSEE HAS THE AUTHORITY TO APPOINT AND DOES HEREBY EXPRESSLY APPOINT SALT EDGE AS LICENSEE’S AGENT WITH LIMITED POWER OF ATTORNEY TO ACCESS LICENSEE’S FINANCIAL ACCOUNT IN READ-ONLY MODE IN ORDER TO RETRIEVE THE ACCOUNT DATA ON LICENSEE’S BEHALF AND/OR ENABLE DEVELOPER TO INITIATE PAYMENT TRANSACTIONS ON LICENSEE’S BEHALF THROUGH THE DEVELOPER APPLICATION.
7.4. Licensee further acknowledges that Salt Edge does not review or analyze the Account Data and Licensee 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 Aggregation Services and Salt Edge assumes no responsibility for such transactions or activities. Licensee acknowledges that Developer may use the Aggregation Services to initiate payment transactions on Licensee’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 Licensee’s respective Financial Institution. Licensee agrees that it is solely responsible for any changes to Licensee’s Financial Institution Account Data, and that any such changes must be made in the respective Financial Institution Services.
8. INFORMATION FROM FINANCIAL INSTITUTION SERVICES
Licensee 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 Licensee’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, Licensee’s most recent transactions may not be reflected in the account information provided to Licensee via the Aggregation Services or in the Developer Application. It is Licensee’s obligation to watch for any discrepancies in Licensee’s Account Data, and before making any transactions or decisions based on Account Data provided via the Aggregation Services, Licensee 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 PROVIDED TO LICENSEE VIA THE AGGREGATION SERVICES WILL AT ALL TIMES BE COMPLETE, ACCURATE, ERROR-FREE OR UP-TO-DATE.
9. CHANGES TO THE EULA
Salt Edge reserves the right to change this EULA at any time and from time to time to reflect changes in the applicable laws, technical or security requirements, or the functionality of the Aggregation Services. If Salt Edge decides to change this EULA in the future, Salt Edge will post an appropriate notice at the top of this page and/or give reasonable advance notice to Licensee through the Aggregation Services or by other means (e.g., via email notification). Any non-material change (such as clarifications) to this EULA will become effective on the date the change is posted and any material changes will become effective thirty (30) days from their posting on Salt Edge’s website. The date of the last update of this EULA is set out at the top of this document. Licensee acknowledges and agrees that Licensee’s continued use of the Aggregation Services after the date of changes to this EULA indicates Licensee’s agreement to such changes.
11. DISCLAIMER OF WARRANTIES
LICENSEE HEREBY ACKNOWLEDGES AND AGREES THAT THE AGGREGATION SERVICES AND ANY DATA PROVIDED THROUGH THE AGGREGATION SERVICES ARE PROVIDED "AS IS" AND "AS AVAILABLE". SALT EDGE DOES NOT ACCEPT RESPONSIBILITY OR LIABILITY FOR ANY USE OF OR RELIANCE ON THE AGGREGATION SERVICES, OR FOR ANY DISRUPTIONS TO OR DELAY IN THE AGGREGATION SERVICES. SALT EDGE MAKES NO EXPRESS WARRANTIES OR REPRESENTATIONS AS TO THE QUALITY AND ACCURACY OF THE AGGREGATION SERVICES AND ANY DATA PROVIDED THROUGH THE AGGREGATION SERVICES, AND SALT EDGE DISCLAIMS ALL WARRANTIES, EXPRESS, IMPLIED, OR STATUTORY OF ANY KIND TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW. IN ADDITION, SALT EDGE AND ITS THIRD-PARTY SERVICE PROVIDERS DO NOT MAKE ANY REPRESENTATIONS AS TO THE ACCURACY, COMPREHENSIVENESS, COMPLETENESS, QUALITY, ERROR-FREE NATURE, COMPATIBILITY, SECURITY, LACK OF VIRUSES, DATA LOSS, ACCESSIBILITY, NON-INTERFERENCE WITH OR NON-INFRINGEMENT OF ANY INTELLECTUAL PROPERTY RIGHTS, OR FITNESS FOR A PARTICULAR PURPOSE OF THE AGGREGATION SERVICES AND ANY DATA PROVIDED THROUGH THE AGGREGATION SERVICES TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW. LICENSEE ACKNOWLEDGES AND ACCEPTS THAT ANY USE OF THE AGGREGATION SERVICES AND DATA PROVIDED THROUGH THE AGGREGATION SERVICES WILL BE AT LICENSEE’S EXCLUSIVE JUDGEMENT AND LICENSEE'S SOLE RISK.
SALT EDGE AND ITS THIRD-PARTY SERVICE PROVIDERS DO NOT GUARANTEE THE ADEQUACY OF THE AGGREGATION SERVICES OR COMPATIBILITY AND SECURITY THEREOF TO LICENSEE'S COMPUTER EQUIPMENT AND DO NOT WARRANT THAT THE AGGREGATION SERVICES, THEIR INFRASTRUCTURE, OR ANY EMAILS OR COMMUNICATIONS TRANSMITTED VIA THE AGGREGATION SERVICES WILL BE FREE OF VIRUSES OR SECURE AGAINST HACKING ATTACKS.
IF THE APPLICABLE LAW DOES NOT ALLOW THE EXCLUSION OF SOME OR ALL OF THE ABOVE WARRANTIES TO APPLY TO LICENSEE, THE ABOVE EXCLUSIONS WILL APPLY TO LICENSEE TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW.
12. LIMITATION OF LIABILITY
LICENSEE EXPRESSLY UNDERSTANDS AND AGREES THAT, TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, SALT EDGE AND ITS THIRD-PARTY SERVICE PROVIDERS SHALL NOT BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL OR EXEMPLARY DAMAGES, INCLUDING BUT NOT LIMITED TO DAMAGES FOR LOSS OF PROFITS, FAILURES OF TELECOMMUNICATIONS, THE INTERNET, ELECTRONIC COMMUNICATIONS, CORRUPTION, SECURITY, LOSS OR THEFT OF DATA, VIRUSES, SPYWARE, LOSS OF BUSINESS REVENUE OR INVESTMENT, OR OTHER INTANGIBLE LOSSES, RESULTING FROM THE USE OR INABILITY TO USE THE AGGREGATION SERVICES OR OTHERWISE UNDER OR IN CONNECTION WITH ANY PROVISION OF THIS EULA. THE ABOVE LIMITATIONS APPLY EVEN IF SALT EDGE AND ITS THIRD-PARTY SERVICE PROVIDERS HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
NOTWITHSTANDING ANY DAMAGES THAT LICENSEE MIGHT INCUR FOR ANY REASON WHATSOEVER (INCLUDING WITHOUT LIMITATION ALL DAMAGES REFERENCED ABOVE AND ALL DIRECT OR GENERAL DAMAGES), THE ENTIRE LIABILITY OF SALT EDGE AND ANY OF ITS THIRD-PARTY SERVICE PROVIDERS UNDER THIS EULA AND LICENSEE'S EXCLUSIVE REMEDY FOR ALL OF THE FOREGOING SHALL AT ALL TIMES BE LIMITED TO A MAXIMUM OF $100 (ONE HUNDRED UNITED STATES DOLLARS).
13. LAWS AND JURISDICTION
This EULA is governed by and shall be interpreted in accordance with the laws of the Province of Ontario, Canada, and the federal laws applicable thereto, excluding all conflict of laws provisions and excluding the 1980 United Nations Convention on Contracts for the International Sale of Goods.
LICENSEE AGREES THAT ANY DISPUTE, CONTROVERSY OR CLAIM ARISING OUT OF OR IN CONNECTION WITH THIS EULA SHALL BE RESOLVED BY BINDING ARBITRATION UNDER ONTARIO LAW, RATHER THAN COURT LITIGATION. Such arbitration shall be before one (1) arbitrator appointed from the roster of the ADR Chambers applying the Ontario Arbitration Act. The arbitrator shall be selected by ADR Chambers from the list of arbitrators with experience in resolving complex commercial contract matters. Any arbitration will be governed by the Province of Ontario laws and regulations. This arbitration provision shall survive termination of this EULA. LICENSEE AND SALT EDGE AGREE THAT EACH MAY BRING CLAIMS AGAINST THE OTHER ONLY IN THEIR INDIVIDUAL CAPACITY AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS OR REPRESENTATIVE PROCEEDING. BY ENTERING INTO THIS EULA AND AGREEING TO ARBITRATION, LICENSEE AGREES THAT LICENSEE AND SALT EDGE ARE EACH WAIVING THE RIGHT TO FILE A LAWSUIT AND THE RIGHT TO A TRIAL BY JURY. IN ADDITION, LICENSEE AGREES TO WAIVE THE RIGHT TO PARTICIPATE IN A CLASS ACTION OR LITIGATE ON A CLASS-WIDE BASIS. LICENSEE AGREES THAT LICENSEE HAS EXPRESSLY AND KNOWINGLY WAIVED THESE RIGHTS.
To begin an arbitration proceeding, Licensee must send a letter requesting arbitration and describing Licensee's claim to:Salt Edge Inc.
40 King Street West, Suite 2100
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 Licensee.