A. General Terms of Service

Date Last Revised: October 19, 2017

These General Terms of Service ("Agreement") are a legal and binding agreement between Salt Edge Inc., including its respective affiliates, related companies, unaffiliated partners and/or licensors (together herein referred to as  "Salt Edge" , "we" , "our" or "us", applicable both in upper and lower cases), and you (as defined further below) and govern access to and use of the Services (as defined further below) by you. By accessing and/or using the Services you agree to be bound by the terms and conditions of this Agreement. You must not access and use the Services if you don’t agree to all of the terms and provisions of this Agreement.


1. Agreement

This Agreement applies to all visitors to our website located at  https://www.saltedge.com and all related subdomains, including the Salt Edge forum, blog and bulletin board (collectively, the  "Website"), as well as to corporate customers who use our application programming interfaces ("APIs"), software development kits ("SDKs") and any other services, products, tools, features or content on behalf of their end users, and to end users who use our Website, mobile applications and any other services, products or content made available by Salt Edge (collectively,  "Users" , "you" , "your", applicable both in upper and lower cases). By deciding to access and/or use (either by computer, mobile or other electronic device now or hereafter devised) our Website, mobile applications, APIs, SDKs or any products, services, tools, features or content as made available and offered from time to time by Salt Edge (each a  "Service" and collectively, the "Services"), you:

  1. confirm you are not a minor in your country of residence (i.e., you are at least 18 years old); and
  2. agree to be bound by the terms of this Agreement, as well as:
  • Privacy Policy which sets out Salt Edge’s data privacy and protection practices.
  • Any terms provided separately to you or indicated on the Website as applying to your access to and use of the Services (for example, the Spectre API Terms of Service, separate product/service/program terms and conditions, ordering, activation and payment terms).
  • Additional third party terms and conditions indicated in this Agreement or in other documents on the Website.

2. Your Right to Use the Services

2.1 License Grant. Our Services are protected by copyright, trade secret, and other intellectual property laws. Salt Edge hereby grants you a personal, limited, non-exclusive, non-transferable, revocable right and license to use our Services during the term of this Agreement in accordance with the terms and conditions of this Agreement. Except for rights expressly granted to you in this Agreement, Salt Edge reserves all other rights, title and interest in and to the Services and the underlying technology used to provide the Services ("Salt Edge Technology"). No rights are granted by implication, estoppel or otherwise. You acknowledge that only Salt Edge shall have the right to maintain, enhance or otherwise modify the Services and Salt Edge Technology unless specific permissions are granted to you in a separate agreement with Salt Edge.

2.2  Service Restrictions. You shall use the Services solely as contemplated in this Agreement and shall not, directly or indirectly, license, sublicense, 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. User shall not, except to the extent expressly agreed upon in writing by Salt Edge with User: 

  1. (a) modify, translate, reverse engineer, decompile, disassemble, or create derivative works based on Salt Edge Technology (including our APIs and other software) except to the extent expressly agreed upon in writing by Salt Edge with the User or to the extent that enforcement is prohibited by applicable law notwithstanding a contractual provision to the contrary; 
  2. (b) circumvent any user limits or other use restrictions that are built into the Services; 
  3. (c) remove any proprietary notices, labels, or marks from the Services or Salt Edge Technology; or 
  4. (d) 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.

3. Payment

This Agreement also incorporates by reference and includes ordering and payment terms provided to you on the Website for the Services. The following terms are applicable for Services offered on a payment or subscription basis, unless Salt Edge notifies you otherwise in writing:

  1. You agree that all payments will be billed to you in U.S. dollars and your financial account will be debited at the time agreed upon by Salt Edge with you when subscribing for the Services.
  2. You also agree that Salt Edge reserves the right to select the method in which to make payments for the Services. These payment methods may include, but are not limited to, an electronic payment and/or a cheque payment. In this case you must pay using one of the following methods:
    1. Wire transfer;
    2. A valid credit card acceptable to Salt Edge;
    3. A valid debit card acceptable to Salt Edge;
    4. Sufficient funds in a checking or savings account to cover an electronic debit of the payment due;
    5. Or by any other payment option Salt Edge provides to you in writing.
  3. You acknowledge that we may suspend or terminate your account if we determine that your payment and registration information is not accurate, current, or complete and you do not notify us promptly when such information changes. We will also terminate your account promptly if we determine that you are using someone else’s information (referred to as "identity theft").
  4. Failure to notify us of any updates to your payment method (e.g., credit card expiration date) may result in denial of the Services and termination of this Agreement, your account and your right to receive the Services.
  5. Unless Services are suspended or terminated under this Agreement, Salt Edge will automatically renew your monthly, quarterly, or annual subscription for the Services at the then-current rates.

4. Use with your Mobile Device

Our Services may be available to you through a compatible mobile device, in which case Internet access and additional software may be required. You agree that as a User you are solely responsible for these technical requirements, including but not limited to: any applicable charges, updates and additional fees, and using the Services in compliance with the terms of your agreement with your mobile device and telecommunications provider.

You acknowledge that Salt Edge makes no warranties or representations of any kind, express, statutory or implied, as to

  1. whether telecommunications services from your provider will be available and accessible at any time or from any location;
  2. any loss, damage, or other security intrusion of the telecommunications services; and
  3. whether your information may be disclosed to third parties or failure to transmit any data, communications or settings connected with the Services.

5. Your Personal Information

You can view Salt Edge’s Privacy Policy which governs our use of the information collected through the Services. You agree to the terms of Salt Edge’s Privacy Policy, including any subsequent changes published by Salt Edge, and that Salt Edge may use and maintain your data in connection with the provision of Services according to Salt Edge's Privacy Policy. By uploading or entering any information for the Services and by using the Services, you agree and grant Salt Edge permission to aggregate your personal information entered or uploaded to help us enhance the Services or other Salt Edge products and services. You also agree that Salt Edge may combine your financial data, if any, with that of others in a way that does not identify you or any individual personally and use such anonymous aggregate data for any purpose, including without limitation sharing or publishing summary results relating to aggregate research data and distributing or licensing such data to third parties. We also shall have the right to aggregate your non-personal information with that of other Users of the Services and/or other Salt Edge services. That means, for instance, that Salt Edge may use the aggregate, non-identifiable data to improve the Services, to design promotions and generally to compare and improve business practices. You also agree that Salt Edge, being a global company, may access, process and store your personal information in different countries, including countries outside of your own country of residence, to the extent permitted by applicable law.


6. User Generated Content

6.1 Content Generally. Salt Edge is not responsible for any materials uploaded, posted or stored through your use (or other Users’ use) of the Services (collectively, "Content" ). Users are responsible for the integrity of their own Content. Salt Edge encourages all Users to keep records of their account information and ensure such information is updated to allow us to provide you with all required and appropriate warnings, information and disclosures, including but not limited to notifications or warnings where an account appears to have been compromised.

If you submit any Content on the Salt Edge forum, you hereby grant Salt Edge a perpetual, fully transferable, sub-licensable, royalty-free, non-exclusive, worldwide license to publish on the Website, host and use such Content to provide the Services and for purposes of advertising and providing feedback to Users. You represent and warrant that you have the right to make any Content provided to us available for the intended purposes and that such use and storage by us of such Content will not infringe any third party rights.

6.2 Conduct and Content Rules. In using Salt Edge forum or any other features of the Services, you agree not to use, nor permit any third party to use, the Services to upload, post, distribute, link to, publish, reproduce, engage in or transmit any of the following, including but not limited to:

  1. uploading, posting, emailing, transmitting or otherwise making available any Content:
    1. that is unlawful, harmful, fraudulent, pornographic, threatening, abusive, harassing, tortuous, defamatory, vulgar, obscene, libelous, invasive of another's privacy, hateful, or racially, ethnically or otherwise objectionable or in violation of any other person's rights, including without limitation conduct that would encourage "flaming" others, or criminal or civil liability under any local, state, federal or foreign law;
    2. that you do not have a right to make available under any law or under contractual or fiduciary relationships (such as inside information, proprietary and confidential information learned or disclosed as part of employment relationships or under nondisclosure agreements);
    3. that infringes any patent, trademark, trade secret, copyright or other proprietary rights of any party;
    4. which is unsolicited or unauthorized advertising, promotional materials, "junk mail", "spam", "chain letters", "pyramid schemes", or any other form of direct solicitation;
    5. that contains any virus, Trojan horse, worm or any other disruptive or harmful computer code, files, programs, software or data designed to interrupt, destroy or limit the functionality of any computer software or hardware or telecommunications equipment; or
    6. that could harm minors in any way;
  2. impersonating any person or entity or falsely stating or otherwise misrepresenting your affiliation with a person or entity;
  3. forging headers or otherwise manipulating identifiers in order to disguise the origin of any Content transmitted through the Services;
  4. intentionally or unintentionally violating any applicable local, provincial, federal or international law, including but not limited to:
    1. any law limiting or regulating the export of goods and technology outside of Canada; and
    2. any law which prohibits providing material support or resources to conceal or disguise the nature, location, source, or ownership of material support;
  5. "stalking" or otherwise harassing another User; or
  6. collecting or storing personal information about other Users in connection with the prohibited conduct and activities set forth in this Section.

You agree to indemnify Salt Edge, its officers, directors, shareholders, employees and agents for any and all claims, suits, damages, liabilities, losses and expenses (including reasonable legal fees) relating to any acts by you, including but not limited to any Content submitted by you, in connection with using the Services, resulting in claims against us by other Users or third parties. Salt Edge reserves the right to terminate accounts and take further action against any User found to be in violation of the Conduct and Content Rules in this Section 6.2.

6.3 Community Forums. The Services may include a community forum, blog or other interactive platforms meant for information exchange with other Users of the Services and the public. You are required to use such forum, blog and interactive platforms responsibly, respect other Users and avoid revealing your personal information that you do not wish to make public. If you follow hypertext links provided by other Users to content in other third party websites, know that Salt Edge doesn’t share their privacy policy or have any control over such third party websites and as a result we shall not be responsible for any harm that may result from your following of such links.

6.4 Feedback. Salt Edge may freely use any suggestions, feedback or ideas you may provide to us while using the Services (collectively, "Feedback"). By providing any Feedback to Salt Edge you hereby grant us a perpetual, worldwide, fully transferable, sub-licensable, non-revocable, royalty-free license to use such Feedback. We may put your provided Feedback in various uses, including but not limited to modifying and improving the Services, Salt Edge’s other current and future services and products, service advertising and marketing materials.

6.5 Enforcement. Salt Edge reserves the right at all times to remove or refuse to distribute any Content and to monitor Content, but has no obligation to do so. Salt Edge also reserves the right to access, read, store, and disclose any Content as we reasonably believe is necessary to (i) satisfy any applicable law, regulation, legal process or governmental request; (ii) enforce this Agreement, including investigation of potential violations hereof; (iii) detect, prevent, or otherwise address fraud, security or technical issues; (iv) respond to user support requests; or (v) protect the rights, property or safety of our Users and the public.


7. Third Party Services

The Services may include links to, or otherwise direct your attention towards, services, features, products, offers and promotions offered by third parties, and not by Salt Edge, including without limitation web-based offerings ("Third Party Services"). Such links and information are offered solely for your convenience. The inclusion of any link does not imply an association, support, endorsement, consent, examination, or authentication by Salt Edge or its associates of such third party, third party product, third party website (including without limitation any content on such website) or Third Party Services. At no given moment in time will Salt Edge or its partners be liable for the information and content contained in any third party website or for your use of or incapacity to use such website. Access to any third party website is at your own risk, and you must be aware of the fact that linked websites may have terms and privacy policies different from those of Salt Edge and its suppliers. Neither Salt Edge nor its suppliers shall be liable for such Third Party Services, and we expressly disclaim any liability for them. If you elect to use any Third Party Services, you shall be entirely responsible for evaluating the terms and conditions thereof. You acknowledge and agree that the third party, and not Salt Edge, is entirely liable for the delivery and performance of Third Party Services. You hereby release Salt Edge from all liability and/or damages that may arise from your use of such third party websites or receipt of Third Party Services.


8. Additional Terms

8.1 No Professional Advice. The information contained in or made available through the Services can’t substitute for the services of trained professionals. Salt Edge does not give professional advice and is not in the business of providing legal, financial, accounting, tax, health care, real estate or other professional services or advice. If you seek assistance for matters relating to the above professions, you should consult the services of a competent and trusted professional.

8.2 No Responsibility for Credit Files. Salt Edge neither controls nor is responsible for the accuracy or content of your credit file, including but not limited to information delivered on the credit report or score products. We do not provide any advice or assistance, including but not limited to filing complaints for the purpose of improving your credit report, credit history, or credit rating.

8.3 Updates on other Salt Edge Products and Services. If you have opted in to receive communications about our other products and services, Salt Edge may send you communications about other services we may offer to our Users from time to time. Additional terms and conditions and fees may apply to such other services or products offered from time to time. You may change your account settings at any time if you prefer not to receive such type of communications from us.

8.4 Service Notifications. From time to time we may send you communications regarding our Services, including updates to this Agreement and/or our Privacy Policy, notifications which relate to the Services you have subscribed to use and any other notifications which may be required by law. Such notifications will be sent via email, to your account or by posting them on the Website. You can manage your subscription and notifications preferences, but cannot opt out of certain communications, such as important system notifications, updates to this Agreement and any other notifications required by law.

8.5 Security. You must provide accurate registration information for your account. You acknowledge and agree that it is your sole responsibility to secure your credentials used to access the Services. You are solely responsible for the activity that happens through your account. Any actions within or with the use of the Services under your account shall be deemed performed by you. You must immediately contact us at support@saltedge.com in case you suspect any unauthorized access to your account.


9. DISCLAIMER OF WARRANTIES

EXCEPT AS SPECIFICALLY SET FORTH IN THIS AGREEMENT AND ANY OTHER RELATED TERMS OF USE AND DOCUMENTATION THAT GOVERN USE OF THE SERVICES, SALT EDGE OFFERS THE WEBSITE AND SERVICES ON AN "AS IS” BASIS AND DOES NOT ACCEPT RESPONSIBILITY OR LIAIBLITY FOR ANY USE OF OR RELIANCE ON THE WEBSITE, CONTENT, SOFTWARE OR SERVICES, OR FOR ANY DISRUPTIONS TO OR DELAY IN THE SERVICES. WE MAKE NO EXPRESS WARRANTIES OR REPRESENTATIONS AS TO THE QUALITY AND ACCURACY OF THE CONTENT, WEBSITE OR SERVICES, AND WE DISCLAIM ANY IMPLIED WARRANTIES AND REPRESENTATIONS TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW. FURTHERMORE, WE AND OUR THIRD PARTY PROVIDERS, LICENSORS, DISTRIBUTORS AND SUPPLIERS (COLLECTIVELY, "SUPPLIERS") DO NOT MAKE ANY REPRESENTATIONS AS TO THE ACCURACY, COMPREHENSIVENESS, COMPLETENESS, QUALITY, CURRENCY, ERROR-FREE NATURE, COMPATIBILITY, SECURITY, DATA LOSS, NON-INTERFERENCE WITH OR NON-INFRINGEMENT OF ANY INTELLECTUAL PROPERTY RIGHTS, OR FITNESS FOR A PARTICULAR PURPOSE OF THE WEBSITE, CONTENT AND SERVICES TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW.

SALT EDGE AND ITS SUPPLIERS DO NOT GUARANTEE THE ADEQUACY OF THE SERVICES OR WEBSITE OR COMPATIBILITY AND SECURITY THEREOF TO YOUR COMPUTER EQUIPMENT AND DO NOT WARRANT THAT THE WEBSITE, SERVICES, ITS SERVERS, OR ANY EMAILS OR COMMUNICATIONS TRANSMITTED VIA THE SERVICES WILL BE FREE OF VIRUSES OR SECURE AGAINST HACKING ATTACKS.

In certain jurisdictions some or all of the provisions in this Section 9 may not be effective or the applicable law may mandate a more extensive warranty, in which case the applicable law will prevail over this Agreement.


10. LIMITATION OF LIABILITY

YOU EXPRESSLY UNDERSTAND AND AGREE THAT, TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, SALT EDGE AND ITS SUPPLIERS SHALL NOT BE LIABLE FOR ANY DIRECT, INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL OR EXEMPLARY DAMAGES, INCLUDING BUT NOT LIMITED TO DAMAGES FOR, RELATING TO OR ARISING FROM (a) LOSS OF PROFITS, (b) FAILURES OF TELECOMMUNICATIONS, THE INTERNET, ELECTRONIC COMMUNICATIONS, (c) CORRUPTION OF DATA, (d) BREACH OF SECURITY, (e) LOSS OR THEFT OF DATA, (f) VIRUSES OR SPYWARE, (g) LOSS OF BUSINESS REVENUE OR INVESTMENT, (g) USE OF SOFTWARE OR HARDWARE THAT DOES NOT MEET SALT EDGE’S SYSTEMS REQUIREMENTS, (h) DAMAGE TO GOODWILL, DATA OR OTHER INTANGIBLE LOSSES, OR (i) RESULTING FROM: (I) THE USE OR THE INABILITY TO USE THE SERVICES; (II) UNAUTHORIZED ACCESS TO OR ALTERATION OF YOUR PERSONAL INFORMATION; (III) CONDUCT OF ANY THIRD PARTY ON OUR WEBSITE OR SERVICES. THE ABOVE LIMITATIONS APPLY EVEN IF SALT EDGE AND ITS SUPPLIERS HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. NOTWITHSTANDING ANYTHING TO THE CONTRARY HEREIN, SALT EDGE'S AGGREGATE LIABILITY TO YOU FOR ALL CLAIMS RELATING TO THIS AGREEMENT SHALL AT ALL TIMES BE LIMITED TO A MAXIMUM OF $100 (ONE HUNDRED UNITED STATES DOLLARS).

THE DISCLAIMER OF REPRESENTATIONS, WARRANTIES AND CONDITIONS AND LIMITATION OF LIABILITY CONSTITUTE AN ESSENTIAL PART OF THIS AGREEMENT. YOU ACKNOWLEDGE THAT BUT FOR THE DISCLAIMER OF REPRESENTATIONS, WARRANTIES AND CONDITIONS AND LIMITATION OF LIABILITY, NEITHER SALT EDGE NOR ANY OF ITS SUPPLIERS WOULD GRANT THE RIGHTS GRANTED IN THIS AGREEMENT.


11. Changes to the Agreement and Services

Salt Edge reserves the right to change this Agreement at any time and from time to time. The new Agreement shall become effective once it is posted on our Website or upon notifying you through the Services or by other means (e.g., via a notification to your email). Salt Edge may also in its sole discretion and at any time modify the Services, discontinue providing the Services or any parts of the Services, with or without notice, however this will not impact any Services which you have paid for in advance and will only apply to future Services which have not yet been purchased by you. You agree that any suspension and/or termination of the Services may be effected without prior notice. You acknowledge and agree that your continued use of the Services after the date of changes to this Agreement or the Services indicates your agreement to the changes. The date of last update of this Agreement is set out at the top of this document.


12. Termination

You acknowledge and agree that Salt Edge in its sole discretion and without notice may suspend or terminate this Agreement, your account, or your use of the Website and/or Services, and remove and discard any Content within the Services for any reason, including if Salt Edge believes that you have violated or acted inconsistently with the letter or spirit of this Agreement. You will not be able to continue using the Services upon termination of this Agreement and any outstanding payments will become due. You acknowledge that in the event of termination of this Agreement Sections 1 through 16 will survive and remain in effect and that the termination shall not affect our rights to any payments due to us. You further acknowledge that Salt Edge may terminate any free account at any time and shall not be liable to you or to any other person as a result of any such termination.


13. Export Restrictions

No Services, including the Salt Edge Technology, may be exported or re-exported. Transfer or export of such intellectual property is subject to restrictions under export control laws and regulations administered by Canadian government. By accepting the terms of service that define this Agreement, you also agree to comply with these laws and regulations; hence you will not export or re-export any part of the Services, whether directly or indirectly, or in any other manner that contravenes these laws and regulations.


14. Laws and Jurisdiction

You agree that any claims or disputes arising in relation to your use of the Services and this Agreement will be governed by the laws of the Province of Ontario, Canada, and the Federal laws applicable thereto, regardless of the conflict of laws provisions thereof and excluding the 1980 United Nations Convention on Contracts for the International Sale of Goods.


15. Disputes

If a dispute arises between you and Salt Edge, our goal is to provide a neutral and cost effective means of resolving the dispute quickly. YOU AGREE THAT ANY DISPUTES UNDER THIS AGREEMENT 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 Agreement. BY ENTERING INTO THIS AGREEMENT AND AGREEING TO ARBITRATION, YOU AGREE THAT YOU AND SALT EDGE ARE EACH WAIVING THE RIGHT TO FILE A LAWSUIT AND THE RIGHT TO A TRIAL BY JURY. IN ADDITION, YOU AGREE TO WAIVE THE RIGHT TO PARTICIPATE IN A CLASS ACTION OR LITIGATE ON A CLASS-WIDE BASIS. YOU AGREE THAT YOU HAVE EXPRESSLY AND KNOWINGLY WAIVED THESE RIGHTS.

To begin an arbitration proceeding, send a letter requesting arbitration and describing your claim to:

Salt Edge Inc.
40 King Street West, Suite 2100
Toronto, Ontario
Canada
M5H3C2


16. General

16.1 Entire Agreement. Except as expressly provided elsewhere on our Website, this Agreement, our Privacy Policy and any other documents which are stated to apply to you as a User of the Services, including the Spectre API Terms of Service, constitute the entire agreement between you and Salt Edge with respect to the use of our Website and Services and replaces all prior understandings, communications and agreements, oral or written, regarding the subject matter hereof.

16.2 Severability; Waiver. If any provision of this Agreement is found to be invalid by any court having competent jurisdiction, the invalidity of such provision shall not affect the validity of the remaining provisions of this Agreement, which shall remain in full force and effect. No waiver of any of the terms and conditions of this Agreement shall be deemed a further or continuing waiver of such term or any other term.

16.3 Assignment. You cannot assign or transfer ownership of this Agreement to anyone without prior written approval of Salt Edge. However, Salt Edge at its sole discretion may assign or transfer this Agreement without your consent to (i) an affiliate; (ii) a company through a sale of assets by Salt Edge; or (iii) a successor by merger. Any assignment that is in contravention of this Agreement shall be considered void.


17. Contact Us

For more information about our Services or if you have questions about this Agreement, please contact us at support@saltedge.com.