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C. Customer Data API Terms of Service

Date Last Revised: February 13, 2017

Salt Edge Customer Data API & Services and SDK (Aggregation and Categorization)

Thank you for choosing Salt Edge’s Customer Data API & Services which enable you to develop applications that allow your end users to access or use their own financial or other available data via your mobile or web applications.

These Customer Data API & Services are provided by Salt Edge Inc. (together herein referred to as "Salt Edge" , "we" , "our" , "us" ). The following Terms of Service outline your rights and responsibilities when using our APIs, so read them thoroughly. These terms and conditions form part of the Agreement and as to their subject-matter shall prevail over any conflict or inconsistency with the Agreement. By installing, accessing, or using the Salt Edge Customer Data API & Services or SDK, you are indicating your acknowledgement and acceptance of these Terms of Service. If you do not agree to these Terms, then you may not use the Salt Edge Customer Data API & Services or SDK.


1. Use of the SDKs

1.1 License Grant

Subject to the terms hereof and payment of the applicable fees, Salt Edge Inc. hereby grants you a personal, non-exclusive, non-transferable, revocable, royalty-free and limited license (without the right to sublicense), under Salt Edge’s applicable intellectual rights to use and reproduce the SDK specification only for internal use. This license grant includes the right to use the SDK to develop and test your websites, applications, and/or mobile apps that will access or interface with the Customer Data API & Services.

PLEASE NOTE that in addition to the license terms set forth in this Section, you understand that your use of the Salt Edge Customer Data API & Services and distribution of any developer application(s) contain important restriction with respect to permitted countries.


1.2 Territory

In addition to the license terms set forth in Section 1 of the Additional Terms of Service, you understand that your use of the Salt Edge Customer Data API & Services for your Developer Application(s) shall be limited solely to the supported countries (the "Territory") listed on our Website. This list may be amended from time to time.


2. Application Submission and Review Terms

2.1 You must submit all your new Developer Applications to Salt Edge for review and approval prior to being made available for use and distribution. By submitting your Developer Application(s), you grant Salt Edge, its affiliates and /or related companies the right to view, download, and use the Developer Application(s) only for the purpose of internal testing and evaluating the Developer Application’s compatibility and suitability for Salt Edge services and compliance with the terms of these Terms of Service.

2.2 You agree to cooperate with Salt Edge in the submission process including answering our questions and providing additional information on request regarding your Developer Application(s), the operation of your business, and/or the performance of any application for which you have used the SDKs or Salt Edge APIs.

2.3 We reserve the right to refuse any Developer Application. You understand and accept that we are not obligated to provide detailed information regarding our reasons for rejecting a given submission or progress of your evaluation even if such application appears to comply with all the current requirements herein.

2.4 You understand and accept that Salt Edge will not be liable for any damages, costs, and/or expenses caused by, including but not limited to development and marketing expenses, potential lost profits, potential lost business opportunities that arise out of or result from Salt Edge’s termination of the rights granted under these Terms of Service and/or refusal to accept any application for use with the Services.

2.5 You understand and accept that Salt Edge may require you to re-submit the Developer Application for approval if Salt Edge in its sole judgement decides that you made any changes to the Developer Application, including any patches, upgrades, enhancements, bug fixes, or any modification to the functionality, features, or user interface of your Developer Application that warrant re-submission.

2.6 You understand and accept that the fact that Salt Edge has reviewed, tested, or approved your Developer Application does not relieve you of any of your obligations under these Terms of Service and the Agreement more generally, including but not limited to ensuring the Developer Application remains at all time compliant with applicable laws.


3. Access to the Customer Data API & Services

Customers may access their service data via the Salt Edge Customer Data Application Program Interface (the "Customer Data API"). Any use of the Customer Data API is subject to the terms of this Agreement and payment as specified herein and you expressly understand and agree that access to the Customer Data API & Services is solely for the purposes of developing, testing and providing services to your end users via your Developer Application.

3.1 Data Volume Fetching Limits

The Customer Data API was developed to provide real time access to end users' financial or other data available from the end user’s financial institution. Accessing the Customer Data API is subject to the following data fetching limits:

  1. Up to two (2) fetches of new data from any financial institution per second (7,200 per hour);

  2. Limited to one (1) fetch of new data from any financial institution per day per end user;

  3. If there is a failure to fetch or retrieve new data from a financial institution, you are allowed to make up to two (2) additional attempts to retry fetching new data for the associated end user per day. Retried fetches are subject to the same limitations on fetching calls per second set forth in i. above; and

  4. Salt Edge gives you the option to enable automatic fetching of new data per each end user's connection to a financial institution. Salt Edge’s standard automatic fetching time starts at 2AM and ends at 6AM in local time of the capital of the country where the financial institution is located. In certain cases the automatic fetching time is from 2AM to 6AM UTC.

3.2 Batch Fetching Restrictions

You are not allowed to use the Customer Data API for batch fetching of new data for all or a part of your end users' financial institution connections. Instead you should use Salt Edge automatic fetching mechanism for offline retrieval of new data from financial institutions. However, you can execute fetching of new data from an end user's connection to a financial institution when the end user logs into your system and wishes to receive the most up-to-date financial information.


4. Updates and Support

4.1 Updates

Salt Edge reserves the right at any time to modify, update or discontinue (temporarily or permanently) the Customer Data API & Services with notice. Salt Edge will inform you of any planned changes or upgrades to its Customer Data API & Services or SDK by sending an email notification at least ninety (90) days prior to the changes coming into effect. In case of any emergency or other unplanned modifications or updates to its Customer Data API & Services or SDK, Salt Edge will send you a notification by email as soon as time permits informing you of the date when such changes or updates become effective.


4.2 Technical Support Terms

Customer is not entitled to receive any technical or other support for the Customer Data API & Services. You understand and agree that Salt Edge will not be responsible for providing any customer or technical support and/or maintenance for your Developer Application.


5. Performance

The Salt Edge Website and Services depend on Internet availability, including networks, cabling facilities and equipment that is not in our control; accordingly

  1. notwithstanding anything to the contrary in the Agreement and without limiting Section 4 of these Terms ("Updates and Support") and Section 8 of General Terms of Service ("Disclaimer of Warranties") of the Agreement, any representation made by us regarding access, performance, speed, reliability, availability, use or consistency of the Website and Services is based on a commercially reasonable effort basis.

  2. We cannot guarantee any minimum level regarding such access, performance, speed, reliability, availability, use or consistency of the Customer Data API & Services, but Salt Edge agrees it will use commercially reasonable efforts to restore such availability.

6. External Financial Institution Connectivity

The Parties agree that access to information from financial institutions may require additional action by Salt Edge, including but not limited to:

  1. storage of the end users’ two (2)-factor or other higher level customer authentication requirements as provided by the end user, and

  2. a direct data connection to the financial institution through use of the bank’s security system in Salt Edge’s API.

7. DISCLAIMER

THE CUSTOMER DATA API & SERVICES IN THIS WEBSITE ARE PROVIDED "AS IS" AND WITHOUT WARRANTIES OF ANY KIND WHETHER EXPRESS, IMPLIED OR STATUTORY, TO THE FULLEST EXTENT PERMISSIBLE PURSUANT TO APLLICABLE LAW. SALT EDGE AND ITS SUPPLIERS DISCLAIM ALL WARRANTIES INCLUDING ANY WARRANTY OF FITNESS FOR A PARTICULAR PURPOSE, TITLE, MERCHANTABILTY, MERCHANTABLE QUALITY AND NON-INFRINGEMENT. SALT EDGE DOES NOT WARRANT THAT THE CUSTOMER DATA API & SERVICES WILL BE: UNINTERRUPTED, ERROR-FREE, COMPREHENSIVE, COMPLETE AND ACCURATE, OR THAT AGGREGATED DATA IS OR WILL BE AVAILABLE ALL THE TIME WITHOUT INTERRUPTION. YOU EXPRESSLY ACKNOWLEDGE AND AGREE THAT YOUR USE OF THE CUSTOMER DATA API & SERVICES, OR ANY DATA DERIVED THROUGH THE SERVICES IS AT YOUR OWN SOLE RISK. YOU ARE SOLELY RESPONSIBLE FOR ANY DAMAGE TO YOUR DEVELOPER APPLICATIONS, COMPUTER SYSTEMS OR OTHER DEVICES OR LOSS OF DATA THAT RESULTS FROM YOUR USE OF THE SDKs, CUSTOMER DATA API & SERVICES, OR END USER DATA. ACCORDINGLY, THE REMEDIES EXPRESSLY SET FORTH IN THIS AGREEMENT ARE YOUR SOLE AND EXCLUSIVE REMEDIES. SALT EDGE LIABILITY TO YOU OR TO ANY THIRD PARTY FOR ALL CLAIMS, REGARDLESS OF THE THEORY OF SUCH CLAIMS (CONTRACT, TORT, OR OTHERWISE) ARISING OUT OF THE AVAILABILITY, INTERRUPTION OR DELAY OF THE SERVICES SHALL BE FOR SALT EDGE TO USE COMMERCIALLY REASONABLE EFFORTS TO RESUME THE SERVICES AS PROMPTLY AS IS REASONABLY PRACTICLE.


8. Termination

Salt Edge or you may terminate this Agreement at any time. You may terminate these Terms upon written notice to Salt Edge. Salt Edge may in its sole discretion suspend, restrict, or terminate your license to use any or all of the Customer Data API & Services, effective at any time, with notice to you, for any reason including if:

  1. you violate any provision of the Salt Edge Agreement and fail to cure such violation within five (5) days after receiving notice, if such violation is curable;
  2. Salt Edge determines that your use of the Customer Data API Services is prohibited by law or disruptive to, adversely impact or causes malfunction to the Services, Salt Edge’s network, or the use and enjoyment of others; or
  3. Salt Edge determines or has reason to believe that you are using the Customer Data API & Services in a way to harm or disrupt Salt Edge’s technical infrastructure or system, including any automated uses that are abusive or disruptive or any uses that places an undue burden on the Salt Edge network.

Salt Edge in its sole discretion may refuse to accept your request for service renewal or re-subscription following a termination or suspension to your use of the Customer Data API Services. You must immediately cease using the Customer Data API & Services and destroy all complete and partial copies within your possession or control.


9. Fees and Payment

Salt Edge fees and charges for the Customer Data API & Services you select are supplied to you during the ordering process and are available on the Salt Edge Website at service options, as detailed in Section 9.2 of this Agreement below.


9.1 Fees

For the purpose of this Agreement, "Fees" means the amount of money paid by you to Salt Edge for the Customer Data API & Services. You agree to pay the Fees applicable to the Customer Data API Services, as well as any applicable taxes in accordance with the payment terms stated herein. You understand and agree that all payment obligations are non-cancellable and all amounts paid are non-refundable in whole or in part, even if your access to the Customer Data API & Services is terminated. However, if Salt Edge terminates your access to the Customer Data API & Services you shall receive a pro rata refund of the amounts paid for Services not yet received. Salt Edge reserves the right at any time and from time to time to modify its pricing and Fees, in its sole discretion with notice.


9.2 Service Fees

For the Customer Data API & Services, you agree that you shall pay to Salt Edge a one-time setup fee ("Setup Fee"), a monthly per end user fee ("Monthly Per End User Fee"), as well as any applicable charges, including but not limited to applicable taxes, subject to a monthly minimum commitment fee ("Monthly Minimum Commitment Fee"). You also agree that the Monthly Minimum Commitment Fee shall continue and apply unless the total Monthly Per End User Fee exceeds the Monthly Minimum Commitment Fee. The Setup Fee, Monthly Per End User Fee and Monthly Minimum Commitment Fee are specified below:

Setup Fee

$2,500

Monthly Per End User Fee

End Users Per End User Fee
0..1,000 $0.95
1,001..5,000 $0.75
5,001..10,000 $0.65
10,001..50,000 $0.50
50,001..100,000 $0.45
100,001.. $0.40

Monthly Minimum Commitment Fee

Period Minimum Commitment Fee
0..3 months $0 per month
4..12 months $500 per month
13.. months $1,000 per month

9.3 Invoicing

Salt Edge will send you a monthly invoice for all Fees for the Customer Data API & Services, including the Monthly Minimum Commitment Fee, as described herein. You shall pay all amounts due to Salt Edge within ten (10) days of invoice date.


9.4 Taxes

We aim to provide our customers with competitive prices on the Services we offer. Prior to submitting your order you will have the opportunity to review service price and any applicable taxes. All fees and costs are exclusive of, and customer shall pay, all taxes, levies or fees or other similar charges imposed on Salt Edge by any taxing authority (other than taxes imposed on Salt Edge’s income) related to customer’s order. In an event that Salt Edge is required to collect or pay any tax for which you are responsible, you will pay such tax directly to Salt Edge. If you pay any withholding taxes that are required to be paid under applicable law, you will provide a valid written documentation of all such tax payments, including receipts.


9.5 Payment

You shall pay to Salt Edge any fees or expenses due under this Agreement in U.S dollars in full amount and at the times set forth in this Agreement, any applicable orders or statements of work or, if not indicated, within ten (10) days of invoice date. After ten (10) days, outstanding amounts will be subject to a service charge of 1.5% per month, or if less, the maximum rate allowed by applicable law. You shall be responsible for all costs incurred by Salt Edge for the collection of invoices, including but not limited to reasonable attorney's charges, collection agency costs and all court costs or related fees. All payments must be sent to:

Salt Edge Inc.
35 Jack Aaron Drive
Ottawa, Ontario
Canada
K2G6L2

or such other location designated by Salt Edge under this Agreement.


9.6 Invoicing, Non-Payment and Renewal of Terms

Salt Edge will invoice you all Monthly Per End User Fees, in arrears, on a monthly basis. If you fail to make payment when due or provide us with a valid purchase order for any subsequent term before the existing one expires, Salt Edge reserves the right to suspend or terminate:

  1. All license granted under these Terms of Service,
  2. Your access to and use of the Services,
  3. All related maintenance and support, and
  4. This Agreement and Salt Edge has no obligation to continue providing maintenance and support of any kind.

If Salt Edge terminates or suspends this Agreement, termination or suspension will take effect immediately, and you shall pay all outstanding amounts, including those described in this Section.

In the event you want to resume access to and use of the Services, you must pay all delinquent amounts.


10. Notification of Security Breach

Following your discovery of any security breach of End User Data within your system or through the Developer Application, you acknowledge and agree to notify Salt Edge as soon as reasonably practicable in order that Salt Edge might be apprised of such event and take reasonable measures to apply preventive action regarding the Customer Data API & Services. Such notice shall include identification of each individual whose data has been or you reasonably believe to have been accessed, acquired or disclosed during such breach.


11. Salt Edge Startup Program

If your Developer Application qualifies as a startup, as determined by Salt Edge in its sole discretion, and has been enlisted in the Salt Edge Startup Program as set out at https://www.saltedge.com/products/spectre/startup_program , as the same may be amended from time to time by Salt Edge in its sole discretion, you agree to be bound by the following terms and conditions, which are in addition to these Terms of Service:

11.1 Your Developer Application hasn’t been publicly released yet.

11.2 Your participation in the Salt Edge Startup Program has to be mentioned in your Developer Application (e.g., “About” page).

11.3 You acknowledge and agree that Salt Edge may refer to you and your Developer Application 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 name, trademark, brand and/or trade name that appear in conjunction with the Developer Application (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.

11.4 You agree to participate in the case studies that Salt Edge may decide to conduct from time to time in connection with your use of the Customer Data API & Services and/or your participation in the Salt Edge Startup Program. You acknowledge and agree that you shall not be entitled to receive any remuneration for your participation in such case studies. Salt Edge may freely use any feedback, suggestions or ideas ( “Feedback” ) you may provide during such case studies. You hereby grant Salt Edge a perpetual, worldwide, fully transferable, sub-licensable, non-revocable, royalty-free license to use the Feedback that you provide to Salt Edge. Salt Edge may put your Feedback in various uses, that may include but are not limited to modifying and improving the Services, Salt Edge’s other current and future services/products, services advertising or marketing materials.

You acknowledge and agree that Salt Edge may, in its final discretion, deny participation of any Developer Application in the Salt Edge Startup Program for any reason, even if such Developer Application conforms to all of the terms and conditions offered herein. Salt Edge shall have no responsibility or liability for any liabilities, losses, lost profits, potential lost business opportunities or damages that might arise in relation to Salt Edge’s appraisal and rejection of any Developer Application from the Salt Edge Startup Program.


SCHEDULE A

DEVELOPER APPLICATION MINIMUM END USER TERMS

You must provide an end user license agreement (“ EULA ”) with any dissemination of the Developer Application that you make available to any end user, partner, associate or any other third party (“ End User(s) ”). As a condition to using the Developer Application, you must require End Users to accept the terms of your EULA which are no less protective of Salt Edge and its associates and suppliers than the terms of this Agreement and which also incorporate the terms as are set out at Developer Application Minimum End User Terms. You and the End User must acknowledge that the EULA is concluded between you and the End User only, and not with Salt Edge, and you, not Salt Edge, are solely responsible for the licensed Developer Application. The terms of the license granted to the End User for the Developer Application must be limited to a non-transferable, limited, non-sublicensable license to use the Developer Application or any Developer Application service that you make available to any End User.

You must also put in place a privacy policy that you adhere to which clearly brings to the attention of End Users likely places of storage and any and all potential uses of their End User Data. You are solely responsible for obtaining the requisite permission from End Users for use of their End User Data. You and the End User must acknowledge that you shall be solely liable for any liability arising from your access, use, distribution, storage, dissemination, or holding of End User Data.