Date Last Revised: October 19, 2017
This End User License Agreement (" EULA ") is a legal and binding agreement between Salt Edge Inc. (" Salt Edge ") and you or the company, organization or other legal entity that you represent (" Licensee ") and governs Licensee's use of the Services (as defined below). By using the Services (either directly or through a Developer Application), Licensee agrees to be bound by the terms of this EULA. Licensee shall not use the 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 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.
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 holder details (including by way of example and without limitation name, address, email, phone number);
- financial account details (including by way of example and without limitation account number, type, currency, balance); and
- transactions details (including by way of example and without limitation transaction amount, date, description, currency).
1.2 "Developer" means the third party owner or provider of the Developer Application.
1.3 "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 via that application.
1.4 "Developer Services" means the services provided by Developer to Licensee through the Developer Application.
1.5 “Financial Institution” means an entity engaged in the business of dealing with monetary transactions, including without limitation banks, payment system providers, e-wallet providers, loan companies, investment companies and other financial service providers.
1.6 “Financial Institution Account Data” means Licensee Access Information and Account Data.
1.7 “Financial Institution Services” means services offered by Financial Institutions and/or their third parties to Licensee, including but not limited to online banking, online payment, online investment, account and/or file download, online bill pay, online trading.
1.8 “Licensee Access Information” means any security or access information used to authorize the Licensee when accessing Licensee’s financial account in Licensee’s Financial Institution, including but not limited to username, access number, password, security questions and answers, token/SMS codes, multifactor information, biometric information, device information.
1.9 "Services" means financial data aggregation and categorization services made available via Salt Edge's proprietary data aggregation platform Spectre API, which the Developer Application requests access to in connection with the provision of Developer Services.
1.10 “Third Party Service Providers” means Salt Edge’s third party service providers subcontracted by Salt Edge in connection with the operation and hosting of the Services.
2. License Grant
The 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 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 and its licensors reserve all other rights, title and interest in and to the Services and the underlying technology used to provide the Services. 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 Services and the underlying Salt Edge technology.
Licensee shall use the Services solely as contemplated in this EULA and shall not, directly or indirectly, license, sub-license, sell, resell, lease, transfer, assign, distribute, time-share or otherwise make the Services available to any third party, including making the Services available through any file-sharing method or any application hosting service. Licensee shall not, except to the extent expressly agreed upon in writing by Salt Edge with the Licensee:
- modify, translate, reverse-engineer, decompile, disassemble, or create derivative works based on Salt Edge technology (including the Spectre API and other software) except to the extent expressly agreed upon in writing by Salt Edge with the Licensee or to the extent that enforcement is prohibited by applicable law notwithstanding a contractual provision to the contrary;
- circumvent any user limits or other use restrictions that are built into the Services;
- remove any proprietary notices, labels, or marks from the Services or Salt Edge technology; or
- access the Services in order to (i) build a competitive product or service; or (ii) copy any ideas, features, functions or graphics of the 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 Services.
- Licensee is solely responsible for compliance with the applicable laws, rules and regulations in the jurisdiction(s) Licensee uses the 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 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 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.
- Licensee is solely responsible for any communication and information submitted to Salt Edge, such as Licensee’s contact information provided as part of user account registration, including by electronic mail or otherwise through the online channels offered with the Services. Salt Edge assumes that any communication received through use of the Licensee’s contact information provided as part of user account registration 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 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.
- Licensee hereby acknowledges and agrees that Salt Edge and its Third Party Service Providers have permission to combine Account Data in Licensee’s account(s) in Financial Institution(s) with that of others in a way that does not identify Licensee or any individual person, and to use such anonymized and aggregate Account Data, both during the term of this EULA and after its termination, for any purpose, including but not limited to conducting certain analytical research, performance tracking and benchmarking. Salt Edge may publish summary or aggregated results from time to time, and distribute or license the anonymous, aggregate research data for any purpose, including but not limited to improving products and services, assisting in troubleshooting and technical support.
5. Developer Services
5.1 Licensee acknowledges that the Developer Application may request access to the Services for the purpose of providing the Developer Services to Licensee. In order to utilize the Developer Application that uses or gathers information from the Services, Licensee hereby authorizes Salt Edge to share Licensee’s Account Data with Developer. Moreover, Licensee wholly accepts that Developer may give Licensee’s information to Salt Edge to use in connection with the Services. Licensee represents and warrants that it has the rights and mandate to offer such authorization to Salt Edge and Developer.
5.2 Licensee acknowledges that Developer shall access, use, process and store Licensee’s Account Data strictly in accordance with the provisions of the applicable end user license agreement between Developer and Licensee, and solely for the express purpose of providing Licensee the Developer Services. Licensee acknowledges that Developer shall be solely liable for any liability arising from any access, use, distribution, storage, dissemination, or holding of Licensee’s information (including without limitation Licensee’s Account Data) by Developer and that Salt Edge and its Third Party Service Providers expressly disclaim any liability arising from Developer’s use of Licensee’s information (including without limitation Licensee’s Account Data). LICENSEE FURTHER AGREES AND UNDERTAKES TO INDEMNIFY AND HOLD HARMLESS SALT EDGE AND ITS THIRD PARTY SERVICE PROVIDERS IN RESPECT OF ANY LOSSES, CLAIMS, DAMAGES, LIABILITIES, COSTS AND EXPENSES ARISING FROM DEVELOPER’S USE OF LICENSEE’S INFORMATION (INCLUDING WITHOUT LIMITATION LICENSEE’S ACCOUNT DATA).
6. Collection of Financial Institution Account Data
6.1 Licensee acknowledges and agrees that Salt Edge and its Third Party Service Providers may collect and store Licensee’s Financial Institution Account Data in accessing Licensee's information through the Services.
6.2 Licensee acknowledges and agrees that Salt Edge and its Third Party Service Providers, in connection with the provision of Services, may access, use, gather, process and store Licensee’s information (including without limitation Licensee’s Financial Institution Account Data) in jurisdictions other than Licensee’s country of residence and/or the jurisdiction(s) Licensee uses the Services in.
6.3 Licensee expressly authorizes Salt Edge and its Third Party Service Providers, in connection with the provision of Services, to use certain Licensee’s information to: (i) collect Licensee’s Account Data; (ii) reformat and manipulate such Account Data; (iii) create and provide hypertext links to Financial Institution(s); (iv) access the Financial Institution Services using Licensee Access Information; (v) update and maintain user account information; (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 Services.
6.4 IN ACCESSING AND USING THE 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 AND ITS THIRD PARTY SERVICE PROVIDERS AS LICENSEE’S AGENT WITH LIMITED POWER OF ATTORNEY TO ACCESS IN READ-ONLY MODE AND RETRIEVE ACCOUNT DATA ON LICENSEE’S BEHALF. Licensee further acknowledges that Salt Edge and its Third Party Service Providers do not review or analyze Account Data and Licensee agrees that Salt Edge and its Third Party Service Providers are not responsible for its completeness or accuracy. Any transactions or informational activities performed in any Financial Institution Services are not made through the Services and Salt Edge assumes no responsibility for such transactions or activities. Licensee acknowledges 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 applicable Financial Institution Services.
7. Information from Financial Institution Services
Licensee acknowledges and agrees that: (i) Financial Institutions may not allow Salt Edge and/or its Third Party Service Providers 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 aggregation of data from such Financial Institutions; and (iii) although Salt Edge will try to “refresh” the Account Data, if the data is not the most current from Financial Institutions and/or Third Party Service Providers, Licensee’s most recent transactions may not be reflected in any account information provided to Licensee via the Services. It is Licensee’s obligation to watch for discrepancy in Licensee’s Account Data, and before making any transactions or decisions based on Account Data provided via the Services, Licensee should check the last refresh date for the account and confirm with that 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 SERVICES WILL AT ALL TIMES BE COMPLETE, ACCURATE, ERROR-FREE OR UP-TO-DATE.
8. Changes to the EULA and Services
Salt Edge reserves the right to modify or discontinue, temporarily or permanently, the Services including without limitation for technical reasons, security issues, legal requirements, business reasons, with or without notice to Licensee. Salt Edge may perform maintenance of the Services from time to time which may result in interruptions, delays or errors in the Services. Licensee acknowledges and agrees that any maintenance, modification, suspension or termination of the Services may be effected without prior notice. Salt Edge shall have no liability for changes, interruptions, suspensions or discontinuations of the Services.
Salt Edge reserves the right to change this EULA at any time and from time to time. The new EULA shall become effective once it is posted on Salt Edge's website or through the Services. Licensee is advised to review this EULA from time to time. Licensee acknowledges and agrees that Licensee's continued use of the Services after the date of changes to this EULA or the Services indicates Licensee's agreement to the changes. The date of last update of this EULA is set out at the top of this document.
Licensee acknowledges and agrees that Salt Edge in its sole discretion and without notice may terminate this EULA and Licensee's use of the Services for any reason, including upon Licensee's breach of any of its obligations and license rights granted under this EULA. Upon termination, all use of the Services by Licensee must cease and all rights granted to Licensee under this EULA are terminated. Upon termination, Licensee's user account created in connection with the Services shall be terminated and all Licensee's Financial Institution Account Data provided, gathered, processed or stored in connection with the Services shall be deleted according to Salt Edge's data deletion procedures. Licensee acknowledges that in the event of termination of this EULA Sections 1 through 15 shall survive and remain in effect.
10. Disclaimer of Warranties
LICENSEE FULLY ACCEPTS AND CONFIRMS THAT THE SERVICES AND ANY DATA PROVIDED THROUGH THE SERVICES ARE PROVIDED "AS IS" AND "AS AVAILABLE". SALT EDGE DOES NOT ACCEPT RESPONSIBILITY OR LIAIBLITY FOR ANY USE OF OR RELIANCE ON THE SERVICES, OR FOR ANY DISRUPTIONS TO OR DELAY IN THE SERVICES. SALT EDGE MAKES NO EXPRESS WARRANTIES OR REPRESENTATIONS AS TO THE QUALITY AND ACCURACY OF THE SERVICES AND ANY DATA PROVIDED THROUGH THE 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, LICENSORS AND SUPPLIERS 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 SERVICES AND ANY DATA PROVIDED THROUGH THE SERVICES TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW. LICENSEE ACKNOWLEDGES AND ACCEPTS THAT ANY USE OF THE SERVICES AND DATA PROVIDED THROUGH THE SERVICES WILL BE AT LICENSEE’S EXCLUSIVE JUDGMENT AND LICENSEE'S SOLE RISK.
SALT EDGE, ITS THIRD PARTY SERVICE PROVIDERS, LICENSORS AND SUPPLIERS DO NOT GUARANTEE THE ADEQUACY OF THE SERVICES OR COMPATIBILITY AND SECURITY THEREOF TO LICENSEE'S COMPUTER EQUIPMENT AND DO NOT WARRANT THAT THE SERVICES, ITS SERVERS, OR ANY EMAILS OR COMMUNICATIONS TRANSMITTED VIA THE 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.
11. Limitation of Liability
LICENSEE EXPRESSLY UNDERSTANDS AND AGREES THAT, TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, SALT EDGE, ITS THIRD PARTY SERVICE PROVIDERS, LICENSORS AND SUPPLIERS 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 SERVICES OR OTHERWISE UNDER OR IN CONNECTION WITH ANY PROVISION OF THIS EULA. THE ABOVE LIMITATIONS APPLY EVEN IF SALT EDGE, ITS THIRD PARTY SERVICE PROVIDERS, LICENSORS AND SUPPLIERS 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, LICENSORS AND SUPPLIERS 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).
12. Export Restrictions
The Services and underlying information, software and technology are subject to the Canada Export Regulations and may be subject to U.S. export rules. Licensee acknowledges that none of the Services or underlying information, software or technology may be downloaded or otherwise exported or re-exported, directly or indirectly: (i) into any countries that are subject to U.S. or Canadian sanctions applicable to export or re-export of goods; or (ii) to person(s) on the Canada treasury department’s list of specially designated nationals and blocked persons list, or the Canada commerce department’s denied persons list, unverified list, Entity list or Non-Proliferation sanction list.
13. Laws and Jurisdiction
This EULA is governed by and shall be interpreted in accordance with the laws of the Province of Ontario 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 DISPUTES UNDER 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:
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.
Salt Edge Inc.
40 King Street West, Suite 2100