A. General Terms of Service

Date Last Revised: July 4, 2019

These General Terms of Service ("Agreement") are a legal and binding agreement between Salt Edge Inc., including its affiliate Salt Edge Limited, related companies, unaffiliated partners and/or licensors (together herein referred to as "Salt Edge", "we", "our" or "us"), and User (as defined in Section 1). This Agreement sets out the terms and conditions under which User can access and use (i) our website located at saltedge.com and all related subdomains, including the Salt Edge blog and bulletin board (collectively, the "Website"), and (ii) the functionality enabling access to financial account for the purpose of retrieving financial account data and receiving related data enrichment services or initiating payment transactions through a third-party application, product or service used by User, delivered via application programming interfaces (including without limitation the Spectre API), software development kits, and any other services, content, tools and features as made available by Salt Edge from time to time (collectively, the "Aggregation Services"). By accessing and using the Website and/or Aggregation Services (together, the "Services") User agrees to be bound by the terms and conditions of this Agreement. Salt Edge recommends that User thoroughly reviews this Agreement, as the same may be updated from time to time, before accessing or attempting to use the Services and during use of the Services. User must not access and use the Services if User doesn't agree to all of the terms and provisions of this Agreement.

This Agreement has been divided into the following sections for convenience:

1. APPLICATION
2. ACCEPTANCE OF AGREEMENT
3. RIGHT TO USE THE SERVICES
4. TELECOMMUNICATIONS PROVIDER TERMS
5. PERSONAL DATA
6. USER GENERATED CONTENT
7. THIRD-PARTY SERVICES
8. ADDITIONAL TERMS
9. BANKS INTEGRATION PROGRAM
10. SALT EDGE ACCOUNTS
11. DISCLAIMER OF WARRANTIES
12. LIMITATION OF LIABILITY
13. INDEMNIFICATION
14. PROPRIETARY RIGHTS
15. FORCE MAJEURE
16. CHANGES TO THE AGREEMENT AND SERVICES
17. TERM AND TERMINATION
18. EXPORT RESTRICTIONS
19. LAWS AND JURISDICTION
20. DISPUTES
21. GENERAL
22. CONTACT US

1. APPLICATION

This Agreement applies to:

  1. visitors to our Website ("Visitors");
  2. subscribers to Salt Edge bulletin board, white papers or similar types of information or materials ("Subscribers");
  3. end users who use the Aggregation Services directly by enrolling in the Banks Integration Program ("Direct Users");
  4. users who sign up for a Salt Edge Account (as defined in Section 10) in order to test the functionality of the Aggregation Services ("Account Users"); and
  5. end users who use the Aggregation Services through a third-party application, product or service ("Indirect Users")

((i) to (v) collectively referred to as "Users").


2. ACCEPTANCE OF AGREEMENT

By deciding to access and use (either by computer, mobile or other electronic device now or hereafter devised) the Services, User:

  1. confirms that User is at least eighteen (18) years old, or of the legal age of majority in the jurisdiction in which User resides;
  2. has legal capacity to enter into this Agreement;
  3. acknowledges that User has carefully reviewed the terms and conditions of this Agreement; and
  4. agrees to be bound by the terms of this Agreement as well as:
    • the Privacy Policy which sets out Salt Edge's data privacy and protection practices;
    • any terms provided separately to User or indicated on the Website as applying to User's access to and use of the Services (e.g., the End User License Agreement, separate program, service or feature terms and conditions); and
    • additional third-party terms and conditions indicated in this Agreement or in other documents on the Website.

3. RIGHT TO USE THE SERVICES

3.1. License Grant. Our Services are protected by copyright, trade secret, and other intellectual property laws. Salt Edge hereby grants User a personal, limited, non-exclusive, non-transferable, revocable, non-sublicensable right and license to use the Services during the term of this Agreement in accordance with the terms and conditions of this Agreement. Except for rights expressly granted to User in this Agreement, Salt Edge reserves all other rights, title and interest, including all intellectual property rights, in and to the Services and the underlying technology used to provide the Services, including without limitation all software and any copies, corrections, bug fixes, enhancements, modifications or new versions thereof and all research and development and experimental development in respect thereto ("Salt Edge Technology"). No rights are granted by implication, estoppel or otherwise. User acknowledges 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 User in a separate agreement with Salt Edge.

3.2. License Restrictions. User shall use the Services solely for the purposes that are permitted by and as contemplated in this Agreement. Without limiting any other provision of this Agreement, User agrees that User shall not, either directly or indirectly:

  • disseminate, market, license, sublicense, sell, resell, lease, transfer, assign, distribute, time share, let, rent, give somebody the loan of, or sub-authorize any element of the Services;
  • modify, translate, reverse engineer, decrypt, decompile, decode, disassemble, or create derivative works based on Salt Edge Technology (including without limitation the Spectre API and other software), undertake any benchmark trials using all or any part of the Spectre API, or in any other way try to procure the human decipherable form of the Spectre API, except to the extent expressly agreed upon in writing by Salt Edge with User or to the extent the foregoing restrictions are expressly prohibited by applicable laws notwithstanding a contractual provision to the contrary;
  • circumvent any user limits or other use restrictions that are built into the Services;
  • breach, override or otherwise circumvent any authentication or security mechanisms;
  • remove or obliterate any proprietary notices, ownership labels, classified legends or marks from the Services;
  • indulge in any actions with the Services that meddle with, disturb, destroy, or access in an unlawful way the server networks, connections, systems, records, or other assets, tools or services of Salt Edge or any related third party;
  • transmit any worms, viruses, Trojan horses, or any other malware, disruptive or harmful software or data through User's access to and use of the Services; or
  • use the Services or any part thereof for any unlawful or fraudulent purpose or otherwise in any way not permitted by this Agreement.

4. TELECOMMUNICATIONS PROVIDER TERMS

Some of the Services may be available to User through a compatible desktop or mobile device, may require Internet access and/or additional software to be installed. User acknowledges and agrees that User is solely responsible for these technical requirements, including but not limited to (i) any applicable charges, updates and/or additional fees of User's telecommunications provider, and (ii) using the Services in compliance with the terms of User's agreement with User's telecommunications provider. Furthermore, User acknowledges that Salt Edge makes no warranties or representations of any kind, express, statutory or implied, as to:

  1. whether telecommunications services from User's 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. failure of the telecommunications services to transmit any data, communications or settings in connection with the Services.

5. PERSONAL DATA

In order to provide the Services, Salt Edge will collect and use certain personal data about Users. Salt Edge's Privacy Policy explains in detail how Salt Edge processes and protects the personal data in our custody or control, and describes the technical and organizational measures implemented in order to maintain the security, confidentiality and integrity of such data. User hereby agrees to the terms of Salt Edge's Privacy Policy, including any subsequent changes published by Salt Edge, and that Salt Edge may process User's personal data in accordance with Salt Edge's Privacy Policy for the purpose of providing the Services.

User further acknowledges and agrees that by uploading or entering any information for the Services and by using the Services, User grants Salt Edge permission to make anonymized data based on personal and non-personal data collected from User or through User's use of the Services, and combine such anonymized data with that of other Users in order to make anonymized aggregate data. Salt Edge may use the anonymized data and anonymized aggregate data for various business purposes, including but not limited to compiling statistical reports, improving the Services, developing and improving other Salt Edge products and services, and distributing or licensing such data to third parties with whom Salt Edge has a business relationship.


6. USER GENERATED CONTENT

6.1. Content Generally. Salt Edge is not responsible for any materials uploaded through User's use of the Aggregation Services, particularly through the file upload capability ("Content"). Users are responsible for the integrity of their own Content. Salt Edge encourages all Users to keep records of their respective account information and ensure such information is updated to allow us to provide User 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. User represents and warrants that User has the right, power and authority 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 breach the rights of any third party, including without limitation any proprietary rights.

6.2. Feedback. Salt Edge may freely use any suggestions, feedback or ideas User may provide to us while using the Services (collectively, "Feedback"). By providing any Feedback to Salt Edge User hereby grants us a perpetual, worldwide, fully transferable, sub-licensable, non-revocable, royalty-free right and license to use, disclose, copy, distribute, exploit and license the Feedback in any form and manner for any business purpose, 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. Salt Edge reserves the right to incorporate the Feedback into the Services and, if so incorporated, the Feedback shall form part thereof and shall become Salt Edge's intellectual property.

6.3. Enforcement. Salt Edge reserves the right at all times to refuse to process any Content, and to monitor Content but has no obligation to do so. Salt Edge also reserves the right to access, view, store, and disclose any Content as we reasonably believe is necessary in order 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.

6.4. Indemnification. User hereby agrees 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 User, including but not limited to any Content submitted by User, in connection with using the Services that result in claims against us by any third parties. Salt Edge reserves the right to terminate accounts and take further action against any User found to be in violation of this Section 6.


7. THIRD-PARTY SERVICES

The Services may include links to, or otherwise direct User's attention towards, websites, services, features, or products operated or offered by third parties and not by Salt Edge (collectively, "Third-Party Services"). Such links and information are offered solely for informational purposes and convenience. The inclusion of any link does not imply an association, support, endorsement, consent, examination, or authentication by Salt Edge of such third party or Third-Party Services (including without limitation any content made available within such Third-Party Services). Salt Edge shall not be liable for the information and content contained in any Third-Party Services or for User's use of or incapacity to use such Third-Party Services, and Salt Edge expressly disclaims any liability for them. Access to any Third-Party Services is at User's own risk, and User must be aware of the fact that Third-Party Services are governed by terms of service and privacy policies different from those of Salt Edge. User acknowledges and agrees that the third party, and not Salt Edge, is entirely liable for the delivery and performance of the respective Third-Party Services.


8. ADDITIONAL TERMS

8.1. No Professional Advice. Any information or data contained in or made available through the Services is provided for informational purposes only and 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, taxation or other professional services or advice. User should independently verify and research, or take independent financial advice from a trusted and competent professional in connection with, any information or data contained in or made available through the Services for the purpose of making any financial decisions or otherwise. Salt Edge expressly disclaims any liability, whether in contract, tort (including negligence) or otherwise, in respect of any damage, expense or other loss User may suffer arising out of such information or data, or any use of or reliance upon such information or data.

8.2. Updates on Salt Edge Products and Services. If User is a Subscriber or has opted in to receive notifications or updates on our other products and services, Salt Edge may send the relevant communications to User from time to time. Additional terms and conditions may apply to such other services or products offered from time to time by Salt Edge. User may opt out of receiving such informational emails at any time by following the unsubscribe instructions included in each such email.

8.3. Service Notifications. From time to time we may send User important communications regarding the Services, including updates to this Agreement and/or our Privacy Policy, system notifications and any other notifications which may be required by law (collectively, "Mandatory Notifications"). Such Mandatory Notifications will be sent via email or to User's account. User can manage his/her subscription and notifications preferences, but cannot opt out of receiving the Mandatory Notifications.

8.4. Security. Account User and Direct User must provide accurate registration information for their respective account. Account User and Direct User acknowledge and agree that it is their sole responsibility to secure the credentials used to access their account for the Client Dashboard (as defined in Section 10.1) or Banks Integration Program, respectively. Account User and Direct User are solely responsible for all activities and actions carried out under their respective accounts. Any such activities and actions shall be deemed performed by the respective Account User or Direct User. Account User and Direct User must immediately contact us at support@saltedge.com in case of suspected unauthorized access to their respective account.


9. BANKS INTEGRATION PROGRAM

Banks Integration Program is designed to make the process of adding support of new financial providers quicker and easier. When signing up for the Banks Integration Program, Direct User agrees to be bound by the terms of this Agreement, the End User License Agreement and Privacy Policy. Direct User will have to complete the applicable registration process and provide the required registration information for their unique account in the Salt Edge's systems ("Direct User Account"). All personal data provided by Direct User in connection with Direct User's participation in the Banks Integration Program, or collected, used, stored or processed by Salt Edge for the purpose of providing the Aggregation Services to such Direct User, will be treated in accordance with the Privacy Policy. All the processed financial information (including financial account data and financial account login credentials) is transmitted through secured protocols in an encrypted mode and is temporarily stored on Salt Edge's servers. Only authorized staff from our development team in charge of handling the integration process and testing how the data flow works has access to such information. As soon as the integration process with the requested financial provider has been successfully finalized, all the personal data in the Direct User Account provided, collected, used, stored and processed in connection with Direct User's participation in the Banks Integration Program will be permanently destroyed and removed from our production servers in accordance with the Privacy Policy (see Section 15 "Data Deletion and Retention"). Direct User can also terminate his/her participation in the Banks Integration Program at any time by deleting their Direct User Account, which will result in the deletion and removal from our production servers of all the personal data provided, collected, used, stored and processed in connection with Direct User's participation in the Banks Integration Program in accordance with the Privacy Policy.


10. SALT EDGE ACCOUNTS

10.1. Definition and Account Status. Users (individuals acting in their own capacity or on behalf of a legal entity) who wish to test the functionality of the Aggregation Services may sign up for a unique account on the Website ("Salt Edge Account") by completing the applicable registration process and providing the required registration information. A Salt Edge Account enables the Account User to access and use the Services made available via the Website through the client dashboard functionality ("Client Dashboard") free of charge for testing purposes only and subject to the access limits and restrictions applicable to the type of Salt Edge Account. There are two (2) different types of Salt Edge Accounts depending on the status assigned by Salt Edge: pending Salt Edge Account ("Pending Account") and test Salt Edge Account ("Test Account"). User acknowledges and agrees that Salt Edge may, in its sole discretion, reject any Salt Edge Account application for any reason, even if the Account User has complied with all of the requirements stated herein. User further acknowledges that Salt Edge may in its sole discretion change the access, use and time limitations and/or apply additional restrictions or requirements for any Salt Edge Account at any time, with or without notice to Users.

10.2. Pending Accounts. A Pending Account allows the Account User to test the Aggregation Services based on simulated access to financial accounts and dummy financial account data. Pending Accounts provide access to Aggregation Services limited at any time to one hundred (100) active simulated access connections to "fake" financial institutions (for the avoidance of doubt, deleted access connections are not counted for the purpose of the foregoing limitation).

10.3. Test Accounts. A Test Account allows the Account User to test the Aggregation Services based on simulated access to financial accounts and dummy financial account data as well as access to real financial accounts and financial account data. The change of Pending Account to Test Account is done based on a change-of-status request of the Account User sent to Salt Edge and is subject to the provision of additional registration information. A Pending Account will be switched to Test Account upon Salt Edge's review of the Account User's request and supporting information. Salt Edge may refuse to switch any Pending Account to Test Account in its sole discretion. Generally, a Test Account is available for use for up to ninety (90) days and is limited to one hundred (100) active access connections to financial institutions, including both "fake" and real financial institutions (for the avoidance of doubt, deleted access connections are not counted for the purpose of the foregoing limitation). Salt Edge may in its sole discretion apply different access, use and time limitations depending on the intended use case scenario for the concerned Test Account. Upon expiry of the ninety (90) days' period, any Test Account will be automatically switched to Pending Account unless Salt Edge has expressly agreed in writing with the Account User to extend this period and, where appropriate, on the amended terms (including without limitation access and use limits and restrictions) applicable during such extended period.

10.4. Live Accounts. The status of a Salt Edge Account may be switched to live (such account thus becoming a "Live Account") if there is a written service provision agreement ("Service Provision Agreement") in effect between Salt Edge and the legal entity that is the owner of the third-party application, product or service used by Indirect Users. The use of the Aggregation Services via a Live Account is governed by the terms and conditions (including access terms and restrictions, service usage limits, fees and payment) set forth in such Service Provision Agreement and not this Agreement.

10.5. Access Requirements. As part of the authentication requirements for accessing and using the Services through the Client Dashboard, Account User must use: (i) unique access tokens created by Salt Edge for Account User and licensed by Salt Edge to Account User ("Access Tokens") in order to be able to access and interact with the Aggregation Services, and, if applicable (ii) unique credentials created by each individual user authorized to access and use the Client Dashboard and/or Services on Account User's behalf ("Staff Credentials"). Account User acknowledges and agrees that Account User shall:

  1. only access and use the Client Dashboard and Services through Access Tokens and Staff Credentials (together, "Access Credentials"). Account User shall not sub-license, lease, sell, rent, disclose, share, distribute, publish or assign any Access Credentials provided to, or used by, Account User in connection with their Salt Edge Account to any third party;
  2. be solely responsible for any actions performed with or using the Client Dashboard and Services under the Access Credentials; all such actions shall be deemed to be performed by the Account User; and
  3. comply with any changes in the access requirements that Salt Edge may apply at any time and from time to time by adding additional methods and/or criteria of authentication or changing the existing ones in order to enhance the security of the Client Dashboard and/or Services, or comply with new security or technical requirements arising from the applicable laws.

10.6. Automatic Deletion. Any data made available in a Pending Account in connection with the use of the Aggregation Services will be automatically deleted after one hundred and eighty (180) days of account inactivity (no sign-ins to the Pending Account) ("Data Deletion Date"). For the avoidance of doubt, in the case of a Salt Edge Account that transitioned from Test Account back to Pending Account, the period of inactivity of the Test Account will be included in the foregoing number of days. All Pending Accounts which are inactive for more than one hundred and eighty (180) days (no sign-ins to the Pending Account) from Data Deletion Date will be automatically terminated and deleted from our systems. All the personal data provided, collected, used, stored and processed in connection with the terminated Pending Account will be permanently destroyed and removed from our production servers in accordance with the Privacy Policy (see Section 15 "Data Deletion and Retention"). Provided that there is no Service Provision Agreement in effect linked to the respective Salt Edge Account, Account User can delete their Pending Account or Test Account at any time using the options available in the Client Dashboard. This Section is without prejudice to our right to delete any Pending Account or Test Account at any time should we determine that it is being used in breach of this Agreement.

11. 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 SERVICES ON AN "AS IS" AND "AS AVAILABLE" BASIS AND DOES NOT ACCEPT RESPONSIBILITY OR LIABILITY FOR ANY USE OF OR RELIANCE ON THE WEBSITE, CONTENT, SOFTWARE OR AGGREGATION SERVICES, OR FOR ANY DISRUPTIONS TO OR DELAY IN THE PROVISION OF THE SERVICES. SALT EDGE MAKES NO EXPRESS WARRANTIES OR REPRESENTATIONS AS TO THE QUALITY AND ACCURACY OF THE CONTENT, WEBSITE AND AGGREGATION 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, TIMELINESS, COMPREHENSIVENESS, COMPLETENESS, QUALITY, RELIABILITY, 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 AGGREGATION SERVICES TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW.

SALT EDGE AND ITS SUPPLIERS DO NOT GUARANTEE THE ADEQUACY OF THE SERVICES OR COMPATIBILITY AND SECURITY THEREOF TO USER'S COMPUTER EQUIPMENT AND DO NOT WARRANT THAT THE SERVICES, THEIR INFRASTRUCTURE 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 USER, THE ABOVE EXCLUSIONS WILL APPLY TO USER TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW.


12. LIMITATION OF LIABILITY

USER EXPRESSLY UNDERSTANDS AND AGREES 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 OF OR THE INABILITY TO USE THE SERVICES; (II) UNAUTHORIZED ACCESS TO OR ALTERATION OF USER'S PERSONAL DATA; (III) CONDUCT OF ANY THIRD PARTY ON OUR WEBSITE. 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 USER FOR ALL CLAIMS RELATING TO THIS AGREEMENT, HOWEVER ARISING, 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. USER ACKNOWLEDGES 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.


13. INDEMNIFICATION

USER AGREES TO INDEMNIFY, DEFEND AND HOLD SALT EDGE AND ITS OFFICERS, DIRECTORS, EMPLOYEES, AND SUPPLIERS HARMLESS FROM ALL LOSSES, DAMAGES, FINES, PENALTIES, COSTS AND EXPENSES (INCLUDING WITHOUT LIMITATION REASONABLE ATTORNEY'S FEES) INCURRED OR SUFFERED BY SALT EDGE AS A RESULT OF: (I) USER'S USE OF THE SERVICES; (II) BREACH OF ANY OF THE TERMS OF THIS AGREEMENT OR APPLICABLE LAWS BY USER; (III) USER'S INFRINGEMENT OF ANY INTELLECTUAL PROPERTY RIGHTS OR ANY OTHER RIGHTS OF THIRD PARTIES; AND/OR (IV) FRAUD COMMITTED BY USER OR FRAUDULENT MISREPRESENTATION MADE BY USER.


14. PROPRIETARY RIGHTS

All right, title and interest in and to the Services, the underlying Salt Edge Technology, including all intellectual property rights therein, are and will remain with Salt Edge and its licensors. Salt Edge, Spectre API, saltedge.com, and all other trademarks, service marks, graphics and logos used in connection with the Services are trademarks or registered trademarks of Salt Edge. Salt Edge does not grant User any right or license to use, copy or reproduce any Salt Edge's trademarks.


15. FORCE MAJEURE

User hereby releases Salt Edge from any liability arising from any Salt Edge's delay in performance or non-performance under this Agreement caused by an event of force majeure. Force majeure includes any circumstances that could not be reasonably foreseen or are caused by events beyond Salt Edge's reasonable control, including without limitation acts of God, normative acts issued by state or government institutions, strikes, war or any kind of military operations, blockade, epidemics, acts or threats of terrorism, etc.


16. CHANGES TO THE AGREEMENT AND SERVICES

16.1. Changes to the Agreement. Salt Edge reserves the right to change this Agreement at any time and from time to time to reflect changes in the applicable laws, technical or security requirements, or the functionality of the Services. If Salt Edge decides to change this Agreement in the future, Salt Edge will post an appropriate notice at the top of this page and/or give reasonable advance notice to Users through the Services or by other means (e.g., via email notification). Any non-material change (such as clarifications) to this Agreement will become effective on the date the change is posted and any material changes will become effective thirty (30) days from their posting on the Website. The date of the last update of this Agreement is set out at the top of this document. User acknowledges and agrees that User's continued use of the Services after the date of changes to this Agreement indicates User's agreement to such changes.

16.2. Updates to the Services. Salt Edge may, in its sole discretion and at any time, update or modify the Services, discontinue, temporarily or permanently, providing the Services or any part thereof, including without limitation for technical reasons, security issues, legal requirements, or business reasons, with or without notice to User. Salt Edge may also perform maintenance of the Services from time to time which may result in interruptions, delays or errors in the Services. User acknowledges and agrees that any maintenance, modification, suspension or termination of the Services may be effected without prior notice, although Salt Edge will endeavor to provide such notice whenever feasible. User acknowledges and agrees that User's continued use of the Services after the date of changes to the Services indicates User's agreement to such changes.


17. TERM AND TERMINATION

This Agreement becomes effective when User accepts the terms and provisions herein and remains in force until terminated by either party. User acknowledges and agrees that Salt Edge in its sole discretion and without notice may suspend or terminate this Agreement, any Salt Edge Account, or User's use of the Services, and remove and discard any Content within the Services for any reason, including if Salt Edge reasonably believes that User has violated or acted inconsistently with the letter or spirit of this Agreement. Account Users may terminate this Agreement by deleting their Salt Edge Account. Direct Users may terminate this Agreement by deleting their Direct User Account. Subscribers may terminate this Agreement by opting out of the Services to which they have subscribed. Any termination of this Agreement (howsoever occasioned) shall not affect the coming into force or the continuance in force of any provision hereof which is expressly or by implication intended to come into or continue in force on or after such termination.


18. EXPORT RESTRICTIONS

The Services and Salt Edge Technology are subject to the Canada Export Regulations and may be subject to the export control laws of, trading embargoes or other trading restrictions imposed by the United States, United Kingdom, European Union and/or the United Nations. User acknowledges that none of the Services or Salt Edge Technology may be downloaded or otherwise exported or re-exported, directly or indirectly: (i) into any countries that are subject to U.S., UK, EU, United Nations 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.


19. LAWS AND JURISDICTION

User agrees that this Agreement shall be governed by, and construed in accordance with, 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.


20. DISPUTES

If a dispute arises between User and Salt Edge, our goal is to provide a neutral and cost effective means of resolving the dispute quickly. USER AGREES THAT ANY DISPUTE, CONTROVERSY OR CLAIM ARISING OUT OF OR IN CONNECTION WITH 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, USER AGREES THAT USER AND SALT EDGE ARE EACH WAIVING THE RIGHT TO FILE A LAWSUIT AND THE RIGHT TO A TRIAL BY JURY. IN ADDITION, USER AGREES TO WAIVE THE RIGHT TO PARTICIPATE IN A CLASS ACTION OR LITIGATE ON A CLASS-WIDE BASIS. USER AGREES THAT USER HAS EXPRESSLY AND KNOWINGLY WAIVED THESE RIGHTS.

To begin an arbitration proceeding, User must send a letter requesting arbitration and describing User's claim to:

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


21. GENERAL

21.1. Entire Agreement. Except as expressly provided elsewhere on the Website, this Agreement, including the Privacy Policy and any other documents which are stated to apply to User as a user of the Services, including the End User License Agreement, constitutes the entire agreement between User and Salt Edge with respect to the use of the Services and replaces all prior understandings, communications and agreements, oral or written, regarding the subject matter hereof.

21.2. Severability. If any provision of this Agreement 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 Agreement, which shall continue in full force and effect and be binding upon User.

21.3. Assignment. User cannot assign or transfer any or all of User's rights or obligations under 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 User's 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.

21.4. Non-Waiver. No failure or delay on the part of Salt Edge in exercising any right, power or remedy pursuant to this Agreement shall operate as a waiver thereof, and no single or partial exercise of any such right, power or remedy shall preclude any other or further exercise thereof, or the exercise of any other right, power or remedy.


22. CONTACT US

In case of any questions regarding this Agreement or the Services, please contact us at support@saltedge.com.