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B. Additional Terms of Service for Corporate Customers

Date Last Revised: February 13, 2017

These Additional Terms of Services are supplemental to the Salt Edge General Terms of Service and any other terms which govern customers’ utilization of the Services set out in this document. These Additional Terms of Service shall prevail over any conflicts or contradiction to the General Terms of Service.

Salt Edge reserves the right to change these Additional Terms of Service at any time and from time to time. The new terms shall be effective once they are posted on our Website or through the Services or upon notifying you by other means (e.g., via a notification to your email). You acknowledge and agree that your continued use of the Services after the date of changes to this Agreement indicates your agreement to the changes. The date of last update of these Additional Terms of Service is set out at the top of this document.

1. Territory

Your use of the Services for a product developed or belonging to you as a developer ( "Developer Application(s)" ) shall be limited to the supported countries listed on our Website. This list may be amended from time to time.

2. Supplemental Terms for Salt Edge Services, APIs & SDKs

By making use of or accessing Salt Edge’s APIs and/or any Salt Edge SDKs (as defined below), you consent to and agree to conform to these Terms. Unless you accept these Terms, you may not enjoy Salt Edge Services that are governed by these Additional Terms of Service, including Salt Edge Connect, APIs, the Salt Edge Software Development Kits and any related documentation, developer instruments, software code, modules, records, or other materials provided by Salt Edge with or in relationship with the Salt Edge Software Development Kit (collectively the "SDKs" ).

2.1 Use of the SDKs

  1. Development License
    Subject to this Agreement Salt Edge grants you a restricted, royalty-free, non-assignable, non-transferable, revocable, individual and non-exclusive permission to make use of and reproduce the SDKs for the express purpose of developing or testing websites and/or applications that will make use of or interface with the Salt Edge Services.

  2. Compliance with Services Requirements and Guidelines
    Every developer must meet the terms of the Salt Edge's development requirements and guidelines which Salt Edge may choose to change or update from time to time.

  3. Distribution/Access
    Subject to this Agreement, you may distribute or offer access to the Developer Application to your end users, as long as: 
    1. the application is not disseminated in the code form in which it was sourced;
    2. you provide an end user license agreement to your users which reflect the restrictions in Section 12 and a privacy policy that is in conformity with the stipulations of these Terms;
    3. you shall be solely liable for any liability arising from (a) any development, use, distribution of or access to the Developer Application, support of the Developer Application; or (b) any access, use, distribution, storage, dissemination, or holding of End User Data;
    4. You shall comply with all the relevant local, statutory, national, or international statues or directives, and regulations of governing bodies or agencies in countries in which you operate or market or disseminate the Developer Application into, as well as the territories from which you acquire End User Data;
    5. You will not develop or distribute any Developer Application which may be used to perpetrate any felony or other illegal action;
    6. You will include disclaimers in your Developer Application and End User License Agreement that the Developer Application is yours and has not been reviewed or endorsed by Salt Edge, and
    7. you will not make use of Salt Edge’s name, symbol or trademarks to promote your Developer Application without the prior written consent of Salt Edge.

  4. Restrictions
    You agree that you will not (and will not allow any third party to), either directly or indirectly:
    1. disseminate, market, let, rent, give somebody the loan of, or sub-authorize any element of the SDKs to any third party in contradiction of the permit herein;
    2. reverse engineer, decrypt, de-compilation, decode, disassemble, or in any other way try to procure the human decipherable form of the SDKs;  undertake any benchmark trials using all or any part of the SDKs;  take away or obliterate any copyright notices, ownership labels or classified legends placed upon or found within the SDKs;
    3. indulge in any action with the SDKs that meddles with, disturbs, destroys, or accesses in an unlawful way the server networks, connections, records, or other assets and tools or services of Salt Edge or any related third party.

2.2 Access to the Salt Edge Services and APIs Access

  1. Permissions
    Pursuant to this Agreement, you may:
    1. use Salt Edge Services, SDKs, and APIs for the express purpose of developing and testing your Developer Application; and
    2. allow your end users to use the Salt Edge Services only through the Developer Application.

  2. Restrictions
    You agree not to (nor permit any third party) to use Salt Edge Services (or any Developer Applications) to upload any data (including End User Data), software, text, music, sound, pictures, video, messages, other materials (collectively "Content" ) that is not in conformity with the stipulations of Section 6 ("User Generated Content") of the General Terms of Service. Moreover, you acknowledge that you will not (nor allow any third party), either directly or indirectly:
    1. engage in any behaviour that could harm the technical infrastructure or systems of Salt Edge Services;
    2. engage in any activities that would result in disruption of the Salt Edge Services;
    3. try to have any unauthorized access to Salt Edge Services, its associated servers, networking, systems, services, data or any other services of Salt Edge or any related third party;
    4. engage in any activities that would result in foreseeable damage to the reputation of Salt Edge and/or its affiliates.

  3. End User Data
    To the extent your Developer Application receives, procures, gathers, stores or has access to any end user data via the Services, including but not limited to individual, commercial, financial, user particulars, login details, email addresses, geographical location, credit card details, social security numbers, account particulars, and anything associated or derived from Salt Edge (collectively "End User Data" ), you agree to clearly bring to the attention of end users your use of their End User Data and have a privacy policy in place which reflects the following terms:
    1. the privacy policy shall clearly bring to the knowledge of the end user any and all potential uses of their End User Data by you and by Salt Edge and obtain their prior permission for all such uses;

    2. not use the End User Data for any unlawful purpose or retain any End User Data for a period longer than required to use the Developer Application; if an end user stops to adhere or overturns agreement for use of the End User Data (including cancellation of the Developer Application), you must forthwith stop all utility or use of the End User Data, which includes turning off your access to End User Data from Salt Edge;

    3. not utilize the End User Data in abetting any felonious, or other prohibited or unlawful activities or actions;

    4. not sell, transfer or share any such End User Data with any third parties, except as strictly allowed by the end user or unless it is otherwise stipulated by the law;

    5. put in place and sustain appropriate technological and organizational measures to protect the End User Data from unlawful and unauthorized use and disclosure and to ensure safe handling of data in conformity with the prevailing statutes, rules, ordinances, industrial standards, among them secure access to systems such as SSL and HTTPS connections;

    6. with regard to any user private documents or information domiciled locally within the confines of the Developer Application, ensure that:
      1. the account ID is unique for that end user on the Developer Application;
      2. the password has at least 8 characters in length;
      3. 128-bit SSL is made use of as you transfer any password or account ID via the World Wide Web; and
      4. the password is not kept in plain text and is one-way hashed via SHA-256 (or better) and kept only as hashed values.

    7. conform to all the prevailing Salt Edge policy guidelines including the Salt Edge Privacy and Security Policy;

    8. adhere to all the data safeguarding regulations regarding the gathering, transfer and use of individual data applicable for the jurisdictions in which your end users are located.

  4. You acknowledge and agree that in connection with the Developer Application, if Salt Edge receives or processes any individual data on behalf of developer, Salt Edge may opt to share this data with its associates, affiliates, and/or partners wherever they may be in the world for the purpose of providing services in connection with Salt Edge Services. Developer shall give prior notice to its end users and secure their acceptance where required by the applicable laws.

2.3 Updates and Support

Salt Edge retains the exclusive right to alter or update the SDKs or APIs or to terminate the arrangement provided by the SDKs and APIs at any time in its exclusive determination, including but not limited to termination due to security reasons, updates or changes to the APIs, non-payment of fees or other business reasons. If you are not satisfied with any feature of the SDKs or APIs at any given moment in time, your exclusive remedy is to stop using the SDKs and APIs and terminate this Agreement immediately. Notwithstanding anything outlined in this Agreement to the contrary, Salt Edge may also, in its sole discretion, end or temporarily stop access to the APIs to you or any end user at any given time.

2.4 Ownership

You acknowledge and agree that Salt Edge reserves all rights, title, and interest to the SDKs, APIs, and confidential data including all intellectual property rights contained therein. At no given time shall you profess or claim Salt Edge’s inalienable possession of the foregoing. Apart from the express licenses allowed herein, no other licenses are given by Salt Edge here below, by any sort of implication, estoppel.

2.5 Open Source

Some software packages, archives, or parts of the SDKs may be authorized under an open source software permit ( "Open Source Components" ). You understand that your use, replication, and distribution of any such Open Source Components are exclusively dictated by the terms of the applicable open source software authorization and not this Agreement.

3. Application Submission and Review

Salt Edge may require all new Developer Applications, and current Developer Applications to be delivered to Salt Edge for appraisal and consent before being made available by you for distribution. By delivering your Developer Application to Salt Edge, you give Salt Edge and/or its third party associates a license to access, test and use the Developer Application for the purpose of appraising and assessing such Developer Application’s conformity to the conditions of this Agreement. You agree to cooperate with Salt Edge in the application submission and review process, including but not limited to replying to any questions and providing information, data and resources practicably asked for by Salt Edge regarding your Developer Application, the running of your business, or the carrying out of any of your obligations pursuant to this Agreement.

You acknowledge and understand that Salt Edge may, in its final discretion, turn down your Developer Application for any reason, even if such Developer Application conforms to all of the then prevailing policy guidelines offered herein. Salt Edge shall have no responsibility or liability for any liabilities, losses or damages that might arise in relation to Salt Edge’s appraisal and rejection of any Developer Application or Salt Edge’s discontinuation of Services or this Agreement.

If you make any alterations to a Developer Application, including but not limited to any patches, upgrading, betterments, bug fixes, or any adjustment to the functionality, aspects, or user interface of your Developer Application, Salt Edge may require you to re-submit the Developer Application for re-assessment. The fact that Salt Edge has assessed, tested, or accepted your Developer Application does not reduce or terminate any of your responsibilities set out in this Agreement.

4. Confidentiality and Use of Protected Information

4.1 Confidentiality

You fully accept that the SDKs, APIs and the Services, and the terms and conditions of this Agreement are the classified and proprietary data of Salt Edge ( "Confidential Information" ).

4.2 Protected Information

The privacy provisions set out below (in addition to the terms in the Privacy and Security Policy) dictate Salt Edge’s use of data related to you, your Developer Application or your End User Data (collectively, the "Protected Information" ).

(a) Salt Edge’s Use of Protected Information

You acknowledge and agree that Salt Edge, its employees, agents and third party subcontractors may:

  1. use any and all Protected Information internally to offer and better the SDKs, APIs and the Services or any other Salt Edge product/service;

  2. use the Protected Information, with prior notification to you (unless such notification is prohibited by subpoena or other order of a court of law, law enforcement agency or regulatory body) to comply with any subpoena or other order of a court of law, law enforcement agency or regulatory body. Salt Edge may also, in its discretion, send email notice to your end users notifying them of such use of their Protected Information; however, Salt Edge shall not be liable in any way for any inaction or failure to notify your end users of this use of their Protected Information; and

  3. at all times, to the degree allowed by law, use and disclose Protected Information in a way that:
    1. does not divulge any personally identifiable information of your end users; and
    2. does not disclose that the Protected Information is obtained from Salt Edge’s contractual relationship with you hereunder.

Salt Edge may use anonymized and aggregated Protected Information for any purpose including research and service improvement, and may use, display, spread or authorize such anonymous aggregate research information for the express goal of aiding Salt Edge better its service delivery, to achieve an improved user-friendly experience, and to help in troubleshooting and providing specialized support for its customers.

(b) Your Use of Protected Information

You have the right to use aggregated Protected Information gathered or archived via the Services to undertake analytical research, efficiency measurement, tracking and comparison, and making of decisions, provided that such use of aggregated Protected Information is solely for the purpose of providing services to your end users. You may also use anonymized, aggregate service data from time to time to improve your services and for troubleshooting and technical assistance.

(c) De-Anonymization of Data

You acknowledge and agree that you will not use or combine any pseudonyms or aggregated Protected Information with other information in order to de-anonymise or re-identify end users from Protected Information you have received access to through the Services.

4.3 Notification of Security Breach

You must notify Salt Edge promptly of any security violation of End User Data domiciled within your system, network, or Developer Application.

5. PCI Compliance

If your Developer Application(s) swaps over credit card data with Salt Edge products or services, you must only disseminate Developer Applications that:

  1. are in conformity with all the local statutes, credit card association, and processor guidelines, including but not limited to all policies outlined in the Payment Card Industry ("PCI") Data Security Standard (which can be found at www.pcisecuritystandards.org) for safeguarding card owner data;
  2. provide safe handling of confidential information in compliance with all regulations, including industry standards, secure access mechanisms such as SSL based HTTPS connections. Salt Edge possesses the incontestable right to refuse access to any of its credit card processing services to any Developer Application without having to offer any reason for this action.

If access is denied to Salt Edge’s credit card services you will keep treating card owner data as private and endeavor to safeguard cardholder data in conformity with local laws, credit card association and processor guidelines, including but not limited to all the dictates outlined in the Payment Card Industry Data Security Standard for safeguarding cardholder data.

6. Trademarks and Naming

6.1 Definitions

"Salt Edge Services Logo" refers to the Salt Edge Services logo(s), or such supplementary or alternative logo(s) as Salt Edge may settle for from time to time at its exclusive determination.

"Salt Edge Marks" refers to the Salt Edge company name, the Salt Edge Services Logo as well as other Salt Edge trademarks, product and services names, including but not limited to SALT EDGE.

6.2 Terms of Use

Pursuant to your conformity to the terms of this Agreement, Salt Edge hereby grants you a non-exclusive, non-transferable, royalty-free, revocable license in the Territory to use the Salt Edge Marks only on the Developer Application(s) and in packaging, marketing resources, sales promotion and internet pages directly connected to the sale and support of the Developer Application(s). Your use of the Salt Edge Marks must also meet all applicable Salt Edge branding and trademark use stipulations which may be modified by Salt Edge from time to time in its sole discretion.

6.3 Restrictions

You must not in any event use the Salt Edge Marks or aspects of the Salt Edge Marks (or phonetic equivalents of the Salt Edge Marks):

  1. as a component of any product for the Developer Applications themselves;

  2. as part of any brand(s), company names, service names or trade name(s) that appear in conjunction with the Developer Applications;

  3. on direct commercial source identifiers, such as stationery, business cards, company insignia, domain names, company websites, or untested products;

  4. in any other way, including but not limited to use on promotional goods (e.g., t-shirts), on tradeshow booths, standalone industrial support or consulting services, or other goods or services not pre-approved in writing by Salt Edge;

  5. in connection with Developer Applications that are or could be considered by Salt Edge, in its sole discretion, to breach Salt Edge's Development Guidelines.

6.4 Proper Attribution and Disclaimer

Each and every material, including packaging, advertising materials and Internet pages pertaining to the Developer Applications that show the Salt Edge Marks shall include the necessary legend as follows: "Salt Edge is a trademark of Salt Edge Inc. and is shown under license."

6.5 Acknowledgement

Salt Edge reserves all right, title and interest in and to the Salt Edge Marks and all use of the Salt Edge Marks by you shall inure to the exclusive benefit of Salt Edge. You must not:

  1. design or register in any country or state any trademarks, service marks, trade names, keywords, screen names or Internet domain particulars that have aspects of, or are akin to the Salt Edge Marks; or

  2. contest Salt Edge's possession or use of the Salt Edge Marks.

6.6 Salt Edge's Use of Your Trademarks

Salt Edge may refer to you and your Developer Application(s) on Salt Edge's Website, in Salt Edge’s press-releases, in customer list in marketing materials and advertising resources in any medium and may use your corporate name and logo (including without limitation any name and/or logo protected by trademark or copyright), product names, trademarks, brand(s) and trade name(s) that appear in conjunction with the Developer Application(s) (collectively "Developer Marks" ) for this purpose. You hereby grant Salt Edge a limited, non-exclusive, royalty-free, non-transferable, revocable license to use the Developer Marks for this purpose during the term of this Agreement. Salt Edge shall not use the Developer Marks for any other purpose without your prior written consent. Upon termination of this Agreement Salt Edge shall immediately cease use of the Developer Marks.

7. Third Party Services

With regard to promotion or your use of the Services or any developer materials, you may be brought to the knowledge of services, aspects, products, offers and promotions offered by third parties, and not by Salt Edge, such as web-based offerings ( "Third Party Services" ). Some of these links are offered as a sheer convenience only. The enclosure of any link does not necessarily imply an association, support, endorsement, consent, examination, authentication or espionage by Salt Edge or its associates of any data found in any third party Internet site. At no given moment in time will Salt Edge or its partners be liable for the data contained in such third party web site or for your use of or incapacity to use such website. Access to any other website is at your own peril, and you ought to be cognizant of the fact that linked sites may have terms and privacy policies that are totally unlike those of Salt Edge and its cohorts. Neither Salt Edge nor its suppliers are liable for such offers, and right away dissociate themselves from any liability for them. If you elect to utilize any services offered by Third Party Services, you are entirely tasked with assessing and evaluating the terms and conditions thereof. You give Salt Edge the leeway to use and reveal your personal particulars, among them your name and address, for the reason of making the Third Party Services you settle for available to you. Your contribution in such Third Party Services shows your personal acceptance of the terms and conditions for such Third Party Service. You admit that the third party, and not Salt Edge, is entirely liable for the execution of the Third Party Services.

8. Indemnification Obligations

You agree to indemnify, defend and hold Salt Edge, its officials, managers, workers, its associates, subsidiaries, licensors, suppliers and service providers (collectively, "Representatives" ) harmless from any and all allegations, losses, expenses, and costs, including but not limited to reasonable attorneys’ fees and costs, arising out of any allegations relating to:

  1. your Developer Applications, developer materials or other Content or work which infringes on any third party intellectual property rights,
  2. your development, promotion, support or dissemination of your Developer Application;
  3. your use of the Services, including any reliance on or use of End User Data stored or accessed through Salt Edge;
  4. a security breach of your Developer Application, your system, or the illegal use, access or revelation of confidential or individual data, or
  5. your breach of any terms of this Agreement (collectively referred to as "Claims" ).

Salt Edge shall provide notice of any Claim to you and upon Salt Edge’s request subject to a regulatory, governmental or end user inquest, you accept to wholly cooperate with Salt Edge, including giving Salt Edge the access and data concerning your business and Developer Application, to help with any inquiry or investigation associated with your use of the Service or the development, promotion or dissemination of the Developer Application.

If you allow your affiliates, associates, subcontractors, employees, and/or any third party to access or use the Service or your Content, you shall be entirely liable for:

  1. their acts and/or lack of them with respect to their access to or use of the Service; and
  2. making sure that their access or use of the Service is in complete observance of the terms of this Agreement, and all applicable domestic statutes and regulatory policies. You hereby agree to fully indemnify, defend, compensate and hold Salt Edge and its Representatives harmless for any and all allegations, losses, damages, and expenses, including but not limited to reasonable lawyer’s fees and other expenses sustained by Salt Edge or the Representatives as a result of the unlawful actions of your associates and third parties.

9. Storing User Data

Developer Application’s archiving of user particulars (e.g., username, password, account details, etc.), must be in accordance with the Salt Edge’s password policy. Only developers who have prior notification from Salt Edge may keep any user details that may be used to access End User Data from another source (e.g., the end user’s financial institution).

10. Freedom to Operate

Subject to your and Salt Edge’s respective rights and responsibilities under this Agreement, Salt Edge accepts that you may use products and services that are akin to or otherwise compete with Salt Edge products and services, and you accept that Salt Edge may make available products and services that are akin to or otherwise may compete with your products and services.

11. Anti-Bribery/Anti-Corruption

You agree to comply with the provisions of any applicable laws in place in the jurisdictions in which the Developer Application is disseminated, forbidding foreign corruption and unlawful payments. Without limiting the generality of the foregoing, you assert and warrant that you have not and shall not at any time during the term of the Agreement pay, give, or offer or assure to give or pay, any money or any other thing of worth, directly or indirectly, to or for the gain of:

  1. any public official, political body, or aspirant for political office; or
  2. any other individual, company, corporation or other entity, while knowing that some or all of that funds or other thing of worth will be paid, given, offered or pledged to a public official, political body or contender for a political office, for the aim of securing or keeping any corporates, or to gain any other inequitable merit, with regard to Salt Edge’s corporate. Moreover, you consent to keep complete and accurate books and records of any dealings connected to this Agreement. Salt Edge has the exclusive right to check your books and records for conformity with this Section and/or to terminate this Agreement if Salt Edge has reasonable grounds to suspect or is duly informed that you are in breach of this Section.

12. Developer Application Minimum End User Terms

These additional terms apply to all Developer Applications that request access to Salt Edge’s Spectre API. Developer must have minimal end user terms with any dissemination of a Developer Application that it makes available to any end user, associate, partner or any other third party, which are no less protective of Salt Edge and its associates and suppliers than the terms of this Agreement including without limitation those set out at Developer Application Minimum End User Terms.

13. Contact Us

For more information about our Services or if you have questions about these Additional Terms of Service, please contact us at support@saltedge.com.