Leading Global Financial Solutions Provider

Transforming challenges into opportunities

B. Spectre API Terms of Service

Date Last Revised: June 14, 2017

These Spectre API Terms of Service ("Agreement") apply to all corporate customers who access and use financial data aggregation and enrichment services provided by Salt Edge Inc. ("Salt Edge"). This Agreement is supplemental to the Salt Edge General Terms of Service and any other terms which govern corporate customers’ use of the financial data aggregation and enrichment services set out in this document. In case of any conflict between the terms of this Agreement and the General Terms of Service, the terms of this Agreement shall prevail. By accessing and using the Spectre API and Services (as such terms are defined in Section 1), the corporate customer ("Client") agrees to be bound by the terms and conditions of this Agreement. Client must not access and use the Spectre API and Services if Client doesn’t agree to all of the terms and provisions of this Agreement.


1. Definitions

The terms defined in this Agreement shall be interpreted separately from the defined terms in the General Terms of Service. For the purposes of this Agreement, in addition to the capitalized terms defined elsewhere in this Agreement, the following terms shall have the meanings ascribed to them as follows:

1.1. "Agreement Year" means each separate, consecutive one (1)-year period of the Term, the first such period to commence on the first day of the Term.

1.2. "Confidential Information" has the meaning given to it in Section 8.1.

1.3. "Developer Application" means web, desktop and/or mobile application used or intended to be used by End User as made available by or on behalf of Client and which allows End User to access and use End User’s own financial data via that application.

1.4. "Developer Application Minimum End User Terms" means the terms set out at https://www.saltedge.com/pages/developer_application_minimum_end_user_terms, as the same may be amended by Salt Edge from time to time for the purpose of compliance with changes in legislation or good industry practice.

1.5. "End User(s)" means customers of Client who are end users of Client’s Developer Application.

1.6. "End User Data" means any financial data relating to End Users which Client and/or Salt Edge receives, procures, gathers, stores, processes or has access to in connection with the Services, including but not limited to Financial Account Login Credentials and Financial Account Data.

1.7. "End User License Agreement" means such agreement as may be entered into between Client and End User from time to time in respect of End User’s use of the Developer Application.

1.8. "Financial Account Data" means data relating to End User’s financial account in Financial Institution, including:

  1. financial account holder details (including by way of example and without limitation name, address, email, phone number);
  2. financial account details (including by way of example and without limitation account number, type, currency, balance); and
  3. transactions details (including by way of example and without limitation transaction amount, date, description, currency).

1.9. "Financial Account Login Credentials" means financial account login credentials (including by way of example and without limitation username, access number, password, security questions and answers, token/SMS codes, multifactor information, biometric information, device information and other security or access information used to authorize the End User when accessing End User’s financial account in Financial Institution.

1.10. "Financial Institution" means an entity engaged in the business of dealing with monetary transactions, including without limitation banks, payment system providers, e-wallet providers, loan companies, investment companies, eBills providers and other financial service providers located worldwide.

1.11. "Force Majeure" means any circumstances that could not be foreseen and are beyond Salt Edge’s reasonable control, which materially and adversely affect the ability of Salt Edge to perform its obligations under this Agreement, including without limitation normative acts issued by the state and government institutions and binding for Salt Edge, enforcement by Financial Institution, Financial Institution’s blocking or denial of access to Salt Edge and/or Spectre API, strikes, natural disasters, war or any kind of military operations, blockade and epidemics.

1.12. "Intellectual Property Rights" means all industrial and other intellectual property rights comprising or relating to: (a) patents; (b) trademarks; (c) Internet domain names, whether or not trademarks, registered by any authorized private registrar or governmental authority, web addresses, web pages, website and URLs; (d) works of authorship, expressions, designs and industrial design registrations, whether or not copyrightable, including copyrights and copyrightable works, software and firmware, application programming interfaces, architecture, files, records, schematics, data, data files, and databases and other specifications and documentation; (e) trade secrets; and (f) all industrial and other intellectual property rights, and all rights, interests and protections that are associated with, equivalent or similar to, or required for the exercise of, any of the foregoing, however arising, in each case whether registered or unregistered and including all registrations and applications for, and renewals or extensions of, such rights or forms of protection under the laws of any jurisdiction in any part of the world.

1.13. "Metadata" means all metadata, usage data, service data, relationships, trends, metrics, logs and all other information derived from Client’s and End Users’ use of the Spectre API, Spectre API Data and/or Services.

1.14. "Object" means a record that contains several fields, including without limitation amount, date, description and currency.

1.15. "Privacy Policy" means the privacy and security policy of Salt Edge as set out at https://www.saltedge.com/pages/privacy_policy, as the same may be amended from time to time for the purpose of compliance with changes in legislation or good industry practice.

1.16. "SDKs" means the software development kits for different platforms made available by Salt Edge to Client as part of the Spectre API and which facilitate integration of Developer Application with the Spectre API.

1.17. "Services" has the meaning given to it in Section 3.1.

1.18. "Spectre API" means the Salt Edge’s proprietary data aggregation platform which is developed from the Salt Edge technologies and which aggregates financial data retrieved from Financial Institutions and/or enriches financial data. The Spectre API also includes documentation (guides and API reference), SDKs and back-end gateway. Spectre API consists of two (2) modules: Spectre Data Aggregation API and Spectre Categorization API.

1.19. "Spectre API Data" means data and/or information delivered via or made available by Spectre API, including without limitation Metadata, Financial Account Data and enriched financial data.

1.20. "Support Services" has the meaning given to it in Section 3.2.

1.21. "Term" has the meaning given to it in Section 18.1.

1.22. "Transaction Data" means a set of Objects that Client transmits to Salt Edge.

1.23. "Website" means the Salt Edge website at https://www.saltedge.com and all related subdomains and any other linked pages, features, or content offered from time to time by Salt Edge.


2. License Terms

2.1. License Grant
The Spectre API and Services are protected by copyright, trade secret, and other intellectual property laws. Subject to the provisions of this Agreement and payment of the applicable fees as specified herein, Salt Edge grants Client a limited, non-assignable, non-transferable, revocable, non-sublicensable and non-exclusive license and right to access and use the Spectre API and Services during the Term of this Agreement for the express purpose of (i) developing, testing, connecting with and supporting Client’s Developer Application that will make use of or interface with the Spectre API; and (ii) providing services to Client’s End Users via the Developer Application. Except for rights expressly granted to Client hereunder, Salt Edge reserves all other rights, title and interest in and to the Spectre API and Services and the underlying technologies used to provide the Services. Client acknowledges that only Salt Edge shall have the right to maintain, enhance or otherwise modify the Spectre API and Services and the underlying Salt Edge technologies, unless specific permissions are granted to Client in a separate agreement with Salt Edge.

2.2. Territory
Client's use of the Spectre API and Services shall be limited solely to countries and Financial Institutions within those countries supported by Salt Edge. Client shall regularly check the Website for a complete and up-to-date list of supported countries and Financial Institutions. This list may be amended by Salt Edge from time to time.


3. Services

3.1. Services
During the Term of this Agreement, Salt Edge shall provide the following services ("Services") to Client in accordance with and subject to the terms and conditions set forth in this Agreement and as further described in this Agreement:

  1. financial data aggregation services made available via Spectre Data Aggregation API that enables import of Financial Account Data into the Developer Application;
  2. financial data enrichment services made available via Spectre Categorization API that enables Client to receive enriched financial data into the Developer Application; and
  3. such other related services as may be expressly agreed between Salt Edge and Client from time to time by signing separate agreements.

3.2. Support Services
During the Term of this Agreement, Salt Edge shall provide the following support services ("Support Services") to Client in accordance with and subject to the terms and conditions set forth in this Agreement:

  1. maintenance and professional customer support for Spectre API and Services offered to Client during integration; and
  2. follow-up maintenance and support for Spectre API and Services.

3.3. Services Restrictions
Client shall use the Spectre API and Services solely as contemplated in this Agreement. Without limiting any other provision of this Agreement, Client agrees that Client will not (and will not allow any third party to), either directly or indirectly:

  1. disseminate, market, license, sublicense, sell, resell, lease, transfer, assign, distribute, time share, let, rent, give somebody the loan of, sub-authorize any element of the Spectre API and Services or otherwise make the Spectre API and Services available to any third party, including making the Spectre API and Services available through any method or any application hosting service, save as expressly permitted by this Agreement;
  2. modify, translate, reverse engineer, decrypt, decompile, decode, disassemble, create derivative works based on Salt Edge technologies (including 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 Client or to the extent that enforcement is prohibited by applicable law notwithstanding a contractual provision to the contrary;
  3. circumvent any user limits or other use restrictions that are built into the Spectre API and Services;
  4. remove or obliterate any proprietary notices, ownership labels, classified legends or marks from the Spectre API and Services;
  5. indulge in any action with the Spectre API and Services that meddles with, disturbs, destroys, or accesses in an unlawful way the server networks, connections, records, or other assets, tools or services of Salt Edge or any related third party;
  6. transmit any worms, viruses, Trojan horses, or any other malware, disruptive or harmful software or data through the Developer Application or Client’s access to or use of the Spectre API and Services; or
  7. access the Spectre API and Services in order to (i) build a competitive product or service; or (ii) copy any ideas, features, functions or graphics of the Spectre API and Services.

4. Use of the Spectre API

4.1. Compliance with Services Requirements and Guidelines
Client must meet the terms of Salt Edge's development requirements and guidelines available at https://www.saltedge.com/pages/developer_requirements_and_guidelines ("Development Requirements and Guidelines"), as the same may be updated by Salt Edge from time to time, together with such other guidelines which Salt Edge may choose to publish in the Terms of Service and change or update from time to time.

4.2. Development Requirements
Subject to the terms of this Agreement, Client may distribute or offer access to the Developer Application to Client’s End Users as long as:

  1. the Developer Application is not disseminated in the code form in which it was sourced;
  2. as a condition to using the Developer Application, Client requires End Users to accept the terms of an End User License Agreement, which are no less protective of Salt Edge and its associates and suppliers than the provisions of this Agreement and which incorporate the terms (or equivalent terms) as are set out in the Developer Application Minimum End User Terms, and a privacy policy that is in conformity with the stipulations of Section 5.3;
  3. Client shall be solely liable for any liability arising from (i) any development, use, distribution of or access to the Developer Application, support of the Developer Application; and (ii) any access, use, distribution, storage, dissemination, processing or holding of End User Data by Client;
  4. Client shall comply with all the relevant local, statutory, national or international statutes or directives, and regulations of governing bodies or agencies in countries in which Client operates or markets or disseminates the Developer Application into, as well as the territories from which Client acquires End User Data, including without limitation all applicable laws in respect of personal information and privacy;
  5. Client will not develop or distribute any Developer Application which may be used to perpetrate any felony or other illegal action;
  6. Client will include disclaimers in Client’s Developer Application and its End User License Agreement that the Developer Application is the Client’s and has not been reviewed or endorsed by Salt Edge; and
  7. Client will not make use of Salt Edge’s name, symbol or trademarks to promote Client’s Developer Application without the prior written consent of Salt Edge and otherwise in accordance with the provisions of Section 10.

4.3. Client’s Token
Client shall only access and use the Spectre API and Services through unique access credentials created by Salt Edge for Client and licensed by Salt Edge to Client ("Token"). Client shall not sub-license, lease, sell, rent, disclose, share, distribute, publish or assign any Token provided to Client under this Agreement to any third party, save as otherwise expressly provided in this Agreement. Client acknowledges and agrees that: (i) Client shall be solely responsible for any actions performed with the Spectre API and Services and in Client’s account in the back-end gateway using Client’s Token; all such actions are deemed to be performed by Client; and (ii) to access specific Spectre API Data or Services, or specific functions, data or content available in Client’s account in the back-end gateway, Salt Edge may add additional methods and/or criteria of authentication or change the existing ones at any time with prior notification to Client, and Client shall be obligated to comply with such access requirements.


5. Access to the Services via Spectre API

5.1. Permissions
Any access and use of the Spectre API, Spectre API Data and Services are subject to the provisions of this Agreement and payment as specified herein. Client acknowledges and agrees that Client may:

  1. use the Spectre API, Spectre API Data and Services solely for the express purpose of developing, testing, connecting with and supporting the Developer Application, and providing services to Client’s End Users via the Developer Application; and
  2. allow Client’s End Users to use the Services through, and only through, the Developer Application.

5.2. Restrictions
Client acknowledges that Client will not (nor allow any third party, including without limitation End Users), either directly or indirectly:

  1. engage in any behaviour that could harm the technical infrastructure or systems of the Services;
  2. engage in any activities that would result in disruption of the Services;
  3. engage in any activities that would bring the Services into disrepute;
  4. use the Services for any activity that is contrary to the provisions of any law or regulation;
  5. try to have any unauthorized access to the Services, its associated servers, networking, systems, services, data or any other services of Salt Edge or any related third party; or
  6. engage in any activities that would result in foreseeable damage to the reputation of Salt Edge and/or its affiliates.

5.3. End User Data Terms
To the extent Client’s Developer Application receives, procures, gathers, stores, processes or has access to any End User Data via the Services, Client is solely responsible for obtaining the requisite permission from End Users for use of their End User Data and, without limiting the foregoing, agrees to clearly bring to the attention of End Users Client’s use of their End User Data and have a privacy policy in place which Client adheres to and which reflects the following terms:

  1. the privacy policy shall clearly bring to the knowledge of the End Users likely places of storage and all uses of their End User Data by Client and by Salt Edge and obtain their prior permission for all such uses;
  2. Client and End User must acknowledge that Client shall be solely liable for any liability arising from Client’s access, use, distribution, storage, dissemination, processing or holding of End User Data;
  3. Client shall 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 adhering to or overturns agreement for use of its End User Data, Client must forthwith stop all utility or use of that End User’s End User Data, which includes turning off Client’s access to that End User’s End User Data from Salt Edge by deleting the connection to End User’s financial account in Financial Institution established through the Services;
  4. Client shall not utilize the End User Data in abetting any felonious or other prohibited or unlawful activities or actions; and
  5. Client shall not sell or transfer to 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.

5.4. End User Data Protections
To the extent Client’s Developer Application receives, procures, gathers, stores, processes or has access to any End User Data via the Services, Client shall:

  1. put in place and sustain appropriate technological and organizational security measures to protect the End User Data from unlawful and unauthorized use and disclosure and to ensure safe handling of End User Data in conformity with the applicable laws, regulations, prevailing statutes, rules, ordinances and industry standards;
  2. with regard to any End User’s 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 eight (8) characters in length;
    3. 128-bit SSL is made use of as Client transfers 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.

  3. conform to all the prevailing Salt Edge policy guidelines, including the Salt Edge Privacy Policy and Development Requirements and Guidelines; and
  4. adhere to all the data safeguarding, personal information and privacy laws and regulations regarding the gathering, processing, transfer and use of personal information applicable for the jurisdictions in which both Client and Client’s End Users are located.

5.5. Processing Financial Account Login Credentials
Client’s processing of End User’s Financial Account Login Credentials must be in accordance with the applicable laws, prevailing Salt Edge policy guidelines and good industry practice. Client may process any End User’s Financial Account Login Credentials that may be used to access End User’s Financial Account Data from another source (e.g., the End User’s Financial Institution) only if Client is security certified and obtains prior written authorization from Salt Edge.

5.6. Alterations and Updates
Salt Edge retains the exclusive right to alter or update the Spectre API or terminate specific services and/or functionality provided by the Spectre API at any time in its exclusive determination, including but not limited to termination due to security reasons, regulatory requirements, updates or changes to the Spectre API, or other business reasons.

5.7. Cooperation
Client shall promptly correct any errors, bugs or faults in the Developer Application, detected by Client or Salt Edge, that cause the Developer Application to access incorrectly the Spectre API and/or Services, and notify Salt Edge of the same.

5.8. Ownership
Client acknowledges and agrees that Salt Edge reserves all rights, title and interest to the Spectre API and its Confidential Information, including all Intellectual Property Rights contained therein. At no given time shall Client profess or claim Salt Edge’s inalienable possession of the foregoing. Apart from the express licenses granted herein, no other licenses are given by Salt Edge here below, by any sort of implication, estoppel or otherwise.

5.9. Open Source
Some software packages, archives, or parts of the Spectre API may be authorized under an open source software permit ("Open Source Components"). Client understands that Client’s 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.

5.10. Metadata
Client acknowledges and agrees that Salt Edge retains ownership of all Metadata. To the extent Salt Edge decides in its sole discretion to make Metadata or any portion thereof available to Client, Client may only use such Metadata internally to improve Client’s services, provide technical assistance and for troubleshooting.


6. Spectre API Access Terms

6.1. Data Volume Fetching Limits
Spectre API was developed to provide real time access to End Users' financial or other data available from the End User’s Financial Institution. Access to the Spectre 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, Client is 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 paragraph a. above; and
  4. Salt Edge gives Client 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.

6.2. Data Volume Limits
This Section applies to Client if Client is using the Spectre Categorization API separately. The Spectre Categorization API was developed to provide real time categorization of Transaction Data. Accessing the Spectre Categorization API is subject to the following limits:

  1. Categorization request to the Spectre Categorization API must not exceed one hundred (100) Objects; and
  2. Up to two (2) requests of categorization of Transaction Data per second (7,200 per hour).

6.3. Batch Fetching Restrictions
Client is not allowed to use the Spectre API for batch fetching of new data for all or a part of its End Users' Financial Institution connections. Instead Client should use Salt Edge automatic fetching mechanism for offline retrieval of new data from Financial Institutions. However, Client can execute fetching of new data from an End User's connection to a Financial Institution when the End User logs into Client’s Developer Application and wishes to receive the most up-to-date financial information.

6.4. Changes to the Access Terms
Client acknowledges and agrees that Salt Edge reserves the right to change the Spectre API access limits and restrictions at any time with prior notification to Client. Salt Edge may use various methods and criteria to limit access and use of the Spectre API and/or Services, including but not limited to number and frequency of access requests and data volume.

6.5. External Financial Institution Connectivity
Client agrees that access to information from Financial Institutions may require additional actions by Salt Edge, including but not limited to:

  1. storage of End User’s 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 Financial Institution’s security system in the Spectre API.
Client further acknowledges that Financial Institutions may make changes to their websites and/or APIs at any time, which changes may prevent or delay the provision of Services.

6.6. Accuracy of Spectre API Data
Salt Edge does not represent, warrant or undertake that the Spectre API Data, including without limitation Financial Account Data, will at all times be accurate, error-free, up-to-date or complete.


7. Developer Application Submission and Review

7.1. Appraisal
Salt Edge may require all new Developer Applications and current Developer Applications to be delivered to Salt Edge for appraisal and approval before being made available by Client for distribution. By delivering Client’s Developer Application to Salt Edge, Client gives Salt Edge and/or its third party associates a limited, non-exclusive, non-transferable right and 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.

7.2. Cooperation
Client agrees to cooperate with Salt Edge in the Developer 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 Client’s Developer Application, the running of Client’s business, the performance of any application for which Client has used the Spectre API or the carrying out of any of Client’s obligations pursuant to this Agreement.

7.3. Salt Edge’s Discretion
Client acknowledges and understands that Salt Edge may, in its final discretion, turn down Client’s Developer Application for any reason, even if such Developer Application conforms to all of the then prevailing policy guidelines and requirements offered herein. Client further acknowledges that Salt Edge is not obligated to provide explanation regarding its reasons for rejecting Client’s Developer Application. 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.

7.4. Alterations by Client
If Client makes any significant alterations to its Developer Application, including but not limited to significant patches, upgrading, betterments, switches to new Spectre API version, or any significant adjustment to the functionality, aspects, or user interface of Client’s Developer Application (together, a "Significant Alteration"), Client shall forthwith notify Salt Edge that Client has made such Significant Alteration. Upon being notified of such Significant Alteration (or if Salt Edge decides in its sole discretion that Client may have made such Significant Alteration), Salt Edge may require Client to re-submit the Developer Application for re-assessment. If Salt Edge determines in its sole discretion that the modified Developer Application no longer complies either with any of the Agreement terms or with applicable laws, Salt Edge shall notify Client of such determination. Salt Edge reserves the right to suspend providing the Services indefinitely or terminate the Agreement at its discretion without further liability to Client if Client fails to bring the Developer Application into compliance within thirty (30) days following Salt Edge’s notification of non-compliance

7.5. Compliance
The fact that Salt Edge has assessed, tested, or accepted Client’s Developer Application does not reduce or terminate any of Client’s responsibilities set out in this Agreement, including but not limited to ensuring the Developer Application remains at all times compliant with applicable laws.


8. Confidentiality and Use of Protected Information

8.1. Confidential Information
Client acknowledges and agrees that Metadata, Token(s) and all non-public information about the Spectre API, Spectre API Data and Services are the confidential and proprietary information of Salt Edge or its licensees ("Confidential Information"). Client shall not:

  1. disclose the Confidential Information to any third party without Salt Edge’s prior written consent; and
  2. use the Confidential Information for any purpose outside the scope of this Agreement.
If Client discloses or uses (or threatens to disclose or use) any Confidential Information in breach of confidentiality obligations contained herein, Salt Edge shall have the right, in addition to any other remedies available to it, to seek injunctive relief to enjoin such acts, it being specifically acknowledged by Client and Salt Edge that any other available remedies may be inadequate.

8.2. Confidentiality Obligations
Client agrees to:

  1. protect the confidentiality of the Confidential Information in Client’s possession and/or contained in the Developer Application in the same manner that it protects the confidentiality of its own proprietary and confidential information of like kind, but in no event using less than reasonable care and industry standards mechanisms;
  2. destroy all Confidential Information in Client’s possession and/or contained in the Developer Application and any copies thereof upon termination of this Agreement, and provide written certification of such destruction if so requested by Salt Edge;
  3. immediately notify Salt Edge if Client becomes aware of any unauthorized access, use, copying or disclosure of the Confidential Information and take such steps and measures as shall be necessary to prevent further unauthorized access, use, copying or disclosure.

8.3. Protected Information
The privacy provisions set out below are in addition to the terms in the Privacy Policy and dictate Salt Edge’s use of End User Data and data related to Client and the Developer Application (collectively, "Protected Information"). With respect to any Protected Information that Salt Edge receives, procures, gathers, stores, processes or has access to in connection with the provision of Services, Salt Edge shall:

  1. put in place and sustain appropriate technological and organizational security measures to protect the Protected Information from unlawful and unauthorized use and disclosure and to ensure safe handling of such data in conformity with the applicable laws, regulations, prevailing statutes, rules, ordinances and industry standards; and
  2. conform with PCI DSS policies and security standards when handling Financial Account Login Credentials.

(a) Salt Edge’s Use of Protected Information
Client acknowledges and agrees that Salt Edge, its employees, agents and third party subcontractors may:

  1. access, receive, procure, gather, store, transmit Protected Information to the Developer Application and process Protected Information on Client’s behalf for the purpose of providing the Services;
  2. use any and all Protected Information internally to offer and improve the Spectre API and Services, or any other Salt Edge product/service; and
  3. use the Protected Information, with prior notification to Client (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.

(b) Salt Edge’s Use of Anonymized Data
Salt Edge may use anonymized and aggregate Protected Information for any purpose both during the Term and after termination of this Agreement, including but not limited to analytical research and service improvement, and may use, publish, distribute and/or license such anonymous aggregate data to better its service delivery, to achieve an improved user-friendly experience, and to help in troubleshooting and providing specialized support for its customers.

(c) Client’s Use of Anonymized Data
Client has the right to use anonymized and aggregate 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 anonymized and aggregate Protected Information is solely for the purpose of supporting the Developer Application and providing services to End Users.

8.4. Notification of Security Breach
Client must notify Salt Edge promptly of any (i) security breach or suspected security breach of Client’s systems, software, network or Developer Application; or (ii) security violation or suspected security violation of End User Data domiciled within Client’s systems, software, network or Developer Application, in order to allow Salt Edge to take reasonable measures to apply preventive actions with respect to Spectre API and Services. Such notification shall include a description of the security breach and, if applicable, identification information of each End User whose End User Data has been, or Client reasonably believes to have been, unlawfully accessed, acquired or disclosed during such breach.


9. PCI DSS Compliance

If Client’s Developer Application receives, procures, gathers, stores, processes and/or transfers End Users’ Financial Account Login Credentials, Client must only disseminate Developer Applications that are in conformity with all the local statutes, industry standards and credit card association guidelines, including but not limited to all policies outlined in the Payment Card Industry Data Security Standard ("PCI DSS") (which can be found at www.pcisecuritystandards.org) for safeguarding Financial Account Login Credentials. Salt Edge possesses the incontestable right to refuse access to any of the Services if Salt Edge decides in its sole discretion that the Developer Application fails to conform to the provisions of this Section 9.


10. Trademarks and Naming

10.1. Definitions
In this Section:
"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 in 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.

10.2. Terms of Use
Pursuant to Client’s conformity to the provisions of this Agreement, Salt Edge hereby grants Client a limited, non-exclusive, non-transferable, royalty-free, revocable license to use the Salt Edge Marks only on the Developer Application and in packaging, marketing resources, sales promotion and Internet pages directly connected to the sale and support of the Developer Application. Client’s use of the Salt Edge Marks must also meet all applicable Salt Edge branding and trademark use stipulations as communicated by Salt Edge, and which may be modified by Salt Edge from time to time in its sole discretion by notice to Client.

10.3. Restrictions
Client 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 Application itself;
  2. as part of any brand(s), company names, service names or trade name(s) that appear in conjunction with the Developer Application;
  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 Application that is or could be considered by Salt Edge, in its sole discretion, to breach Salt Edge's policy guidelines as published by Salt Edge from time to time; or
  6. in any other manner which a reasonable person would consider could bring Salt Edge into disrepute or otherwise damage the good will associated with the Salt Edge Marks.

10.4. Proper Attribution and Disclaimer
Each and every material, including packaging, advertising materials and Internet pages pertaining to the Developer Application, that shows 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."

10.5. 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 Client shall inure to the exclusive benefit of Salt Edge. Client must not:

  1. design or register in any country or state any trademarks, service marks, trade names, keywords, screen names or Internet domain names 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.

10.6. Salt Edge's Use of Client Marks
Salt Edge may refer to Client and the 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 Client’s 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 (collectively, "Client Marks") for this purpose. Client hereby grants Salt Edge a limited, non-exclusive, royalty-free and non-transferable license to use Client Marks for this purpose during the Term of this Agreement. Salt Edge shall not use the Client Marks for any other purpose without Client’s prior written consent.


11. Proprietary Rights

11.1. Reservation of Rights
All right, title and interest in and to the Spectre API and Services, including all Intellectual Property Rights therein, are and will remain with Salt Edge and its licensors. Client acknowledges and agrees that it has no right, license or authorization with respect to any of the Spectre API and Services (including any Intellectual Property Rights therein) except as expressly set forth in this Agreement. All other rights in and to the Spectre API and Services are expressly reserved by Salt Edge and its licensors.

11.2. Feedback
Salt Edge may freely use any feedback, suggestions and/or ideas Client may provide (collectively, "Feedback"). Client hereby grants Salt Edge a perpetual, worldwide, fully transferable, sub-licensable, non-revocable, royalty-free license to use the Feedback that Client submits to Salt Edge. Salt Edge may put Client’s Feedback in various uses, that may include but are not limited to modifying and improving the Services, Spectre API, Salt Edge’s other current and future services/products, service advertising and marketing materials. Salt Edge reserves the right to incorporate Client’s Feedback into the Spectre API and/or Services and if so incorporated, the Feedback shall form part thereof and shall become Salt Edge’s intellectual property.


12. Updates and Support

12.1. Updates
Salt Edge reserves the right at any time to modify, update or discontinue (temporarily or permanently) the Spectre API and/or Services with notice. Salt Edge will inform Client of any planned changes or upgrades to the Spectre API and/or Services 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 the Spectre API and/or Services, Salt Edge will send Client a notification by email as soon as time permits informing Client of the date when such changes or updates become effective.

12.2. Support Services
Salt Edge shall provide Support Services to Client in accordance with the terms of this Agreement. Client acknowledges and agrees that Salt Edge will not be responsible for providing any customer or technical support and/or maintenance for Client’s Developer Application. Client further agrees that Salt Edge has no obligation to provide support or technical assistance directly to End Users in connection with the Services and Client shall not represent to any End User that Salt Edge is available to provide such support. Client agrees to use commercially reasonable efforts to provide support to End Users relating to the Services.


13. Performance and Temporary Suspension

13.1. Performance
The Services depend on Internet availability, including networks, cabling facilities and equipment that are not in Salt Edge’s control. Accordingly:

  1. notwithstanding anything to the contrary in this Agreement and without limiting any other provision of this Agreement, any representation made by Salt Edge regarding access, performance, speed, reliability, availability, use or consistency of the Spectre API and Services is based on a commercially reasonable effort basis; and
  2. no guarantee is given in respect of any minimum level regarding such access, performance, speed, reliability, availability, use or consistency of the Spectre API and Services in respect of Internet availability, including networks, cabling facilities and equipment that are not in Salt Edge’s control, but Salt Edge agrees it will use commercially reasonable efforts to restore such availability where it is within its power to do so.

13.2. Temporary Suspension
It is in the best interests of both Client and Salt Edge that Salt Edge maintain a secure and stable environment. In the event of degradation or instability of the Spectre API, an emergency or Force Majeure, Salt Edge may in its sole discretion temporarily suspend Client's access to the Spectre API and/or Website. Notwithstanding anything to the contrary herein, Salt Edge may also in its sole discretion end or temporarily deny access to the Services to any End User at any given time. 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 suspension or denial of access to the Spectre API, Website and/or Services.


14. Indemnification Obligations

14.1. General Indemnification
Client agrees to indemnify, defend and hold Salt Edge, its officials, managers, employees, associates, subsidiaries, licensors, suppliers and service providers (collectively, "Representatives") harmless from any and all claims, losses, expenses, liabilities, damages and costs, including but not limited to reasonable attorneys’ fees and costs, incurred by or imposed upon Salt Edge arising out of any claims (collectively, "Claims") relating to:

  1. Client’s Developer Application, Client’s materials or other content or work which infringes on any third party Intellectual Property Rights;
  2. Client’s development, promotion, support or dissemination of the Developer Application;
  3. Client’s use of the Services and Spectre API Data, including any reliance on or use of Financial Account Data accessed through the Services;
  4. a security breach of Client’s Developer Application, system or network, or the illegal use, access or disclosure of End User Data and/or Confidential Information; or
  5. Client’s breach of any of the terms and provisions of this Agreement.
Salt Edge shall provide notice of any Claim to Client and upon Salt Edge’s request subject to a regulatory, governmental or End User’s request, Client accepts to wholly cooperate with Salt Edge, including without limitation giving Salt Edge access to data concerning Client’s business and Developer Application, to help with any inquiry or investigation associated with Client’s use of the Service and/or the development, promotion or dissemination of the Developer Application.

14.2. Indemnity for Agents
If Client allows its affiliates, associates, subcontractors, employees, and/or any third party (collectively, "Agents") to access and use the Spectre API and Services, Client shall procure written agreements from such Agents that they will comply with the confidentiality obligations set forth in Section 8.2 and End User Data terms and protections in Section 5 of this Agreement as if they were the Recipient. Client shall be entirely liable for:

  1. Agents’ acts or omissions with respect to their access to and use of the Spectre API and Services; and
  2. making sure that Agents’ access to and use of the Spectre API and Services is in conformity with the terms of this Agreement and the applicable laws, statutes and regulations.
Client hereby agrees to fully indemnify, defend, compensate and hold Salt Edge and its Representatives harmless for any and all allegations, claims, losses, damages, liabilities and expenses, including but not limited to reasonable attorney’s fees, incurred by or imposed upon Salt Edge and/or its Representatives as a result of the unlawful actions, acts, omissions, fraud, gross negligence or willful misconduct of Client’s Agents.

14.3. Indemnity for End User Claims
Client shall keep Salt Edge, both during the Term and after termination of this Agreement, fully and effectively indemnified against all losses, claims, damages, liabilities, costs and expenses incurred by or imposed upon Salt Edge as a consequence of any award or judgment in favour of an End User of the Client arising in connection with the Developer Application, End User Data or Services.


15. Fees and Payment

15.1. Services Fees

(a) Spectre API Fees: For each Developer Application Client shall pay to Salt Edge the following fees for the Services: a one-time setup fee ("Setup Fee"), a monthly per End User fee ("Monthly Per End User Fee") subject to a monthly minimum commitment fee ("Monthly Minimum Commitment Fee"), as well as any applicable charges, including but not limited to applicable taxes (collectively, "Fees"). Client also agrees that the Monthly Minimum Commitment Fee shall continue and apply unless the total Monthly Per End User Fee exceeds the Monthly Minimum Commitment Fee.

(b) Spectre Categorization API: This Section applies to Client if Client is using the Spectre Categorization API separately. For each Developer Application Client shall pay to Salt Edge a one-time setup fee ("Setup Fee"), a categorization fee ("Categorization Fee") subject to a monthly minimum commitment fee ("Monthly Minimum Commitment Fee"), as well as any applicable charges, including but not limited to applicable taxes (collectively, "Fees"). Client also agrees that the Monthly Minimum Commitment Fee shall continue and apply unless the total monthly Categorization Fee exceeds the Monthly Minimum Commitment Fee.

The Fees applicable to Client shall be specified in a separate agreement with Client and/or in the monthly invoice sent to Client. Client understands and agrees that all payment obligations are non-cancellable and all amounts paid under this Agreement are non-refundable in whole or in part, even if this Agreement is terminated by Client or Salt Edge pursuant to the provisions herein.

15.2. Additional Fees

(a) In addition to the Fees indicated in Section 15.1, Client shall reimburse Salt Edge for any additional costs, fees and expenses, including without limitation reasonable attorney’s fees, labor costs, travel expenses, third party services fees and organizational expenses (collectively, "Additional Fees"), incurred by Salt Edge as a result of satisfying any custom requests submitted by Client in connection with this Agreement ("Custom Request(s)"), including but not limited to: (i) additional fees charged by a Financial Institution for accessing End User Data from that Financial Institution (including without limitation Financial Institution’s API fees); (ii) custom development; (iii) custom integration of the Developer Application with the Spectre API; (iv) additional audits, certifications, tests; (v) onsite audits on Salt Edge’s premises by Client and/or Client’s designated representatives; (vi) trainings, workshops, meetings on Salt Edge’s or Client’s premises; and (vii) any other custom requests that are not expressly stipulated in this Agreement.

(b) Upon receiving a Custom Request, Salt Edge shall notify Client of the application of Additional Fees and provide, when possible, an estimate of the amount of such Additional Fees. Upon obtaining Client’s consent, Salt Edge shall proceed to the execution of such Custom Request. Salt Edge shall invoice Client for Additional Fees as incurred by providing receipts and/or other supporting documentation in conjunction with such invoice. Client shall pay such invoices for Additional Fees within thirty (30) calendar days of invoice date.

15.3. Invoices
Invoices for the Services Fees will be generated automatically in Client’s account in the back-end gateway at the beginning of each month for the activity from the previous calendar month, and Client will be notified by email about any newly generated invoice. Client shall settle all invoices within thirty (30) calendar days of invoice date.

15.4. Payment
Client shall pay any Fees due under this Agreement in U.S Dollars in full amount and at the times set forth in Section 15.3. In case of non-payment or late payment, Client 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 shall be made to Salt Edge's bank account, unless otherwise agreed upon between Salt Edge and Client.

15.5. Non-Payment
If Client fails to make payment when due, Salt Edge reserves the right to suspend or terminate with notice:

  1. all licenses granted to Client under this Agreement;
  2. Client’s access to and use of the Spectre API and Services;
  3. all related Support Services; and
  4. this Agreement, which termination or suspension shall take effect immediately, and Client shall pay all outstanding amounts.

15.6. Overdue Payments
Any payment not received from Client by the due date may accrue (except with respect to charges then under reasonable and good faith dispute), at Salt Edge’s discretion, late charges at the rate of one percent (1.0%) of the outstanding balance per month (12.68% per annum), or the maximum rate permitted by law, whichever is lower, from the date such payment was due until the date paid.

15.7. Taxes
Amounts payable by Client under this Agreement are payable in full without offset or deduction for taxes (including any withholding tax) or customs duties. In addition, Client shall be responsible for and shall pay any taxes (including any sales, use, value-added and similar transaction taxes), however designated, levied or based, on amounts payable by Client hereunder.

15.8. Changes to Payment Terms and Fees
Salt Edge reserves the right to modify in its sole discretion, at any time and from time to time, the payment terms and/or Fees for the Services by providing thirty (30) days’ prior written notice to Client. If Client does not agree to the modified payment terms and/or Fees, Client may terminate this Agreement effective at the end of the thirty (30)-day period and the provisions of Section 18.4 shall not apply.


16. Freedom to Operate

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


17. Anti-Bribery/Anti-Corruption

Client agrees 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, Client asserts and warrants that it has not and shall not at any time during the Term of this 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.
Moreover, Client consents to keep complete and accurate books and records of any dealings connected to this Agreement. Salt Edge has the exclusive right to check Client’s books and records for conformity with this Section 17 and/or terminate this Agreement if Salt Edge has reasonable grounds to suspect or is duly informed that Client is in breach of this Section 17.


18. Term and Termination

18.1. Agreement Term
This Agreement shall come into force when Client subscribes for the Services and shall continue and be effective until terminated by Salt Edge or Client ("Term"). Salt Edge or Client may terminate this Agreement for convenience at any time upon providing thirty (30) days’ prior written notice. If Client terminates this Agreement for convenience, the provisions of Section 18.4 shall apply.

18.2. Termination for Breach
Salt Edge may in its sole discretion suspend, restrict or terminate the license granted to Client for using any or all of the Spectre API and Services and terminate this Agreement effective immediately, with notice to Client, if:

  1. Client violates any provision of this Agreement and fails to cure such violation within five (5) days after receiving notice from Salt Edge, if such violation is curable;
  2. Client commits a material breach of this Agreement which cannot be remedied;
  3. Client is repeatedly in breach of this Agreement and has been given prior written notice that a further breach of this Agreement will result in its termination;
  4. Salt Edge determines that Client’s use of the Spectre API and Services is prohibited by law or disruptive to, adversely impacts or causes malfunction to the Spectre API and/or Services, Salt Edge’s network, or the use and enjoyment of others; or
  5. Salt Edge determines or has reason to believe that Client is using the Spectre API and/or Services in a way to harm or disrupt Salt Edge’s technical infrastructure or systems, including any automated uses that are abusive or disruptive or any uses that place an undue burden on the Salt Edge network.
Salt Edge in its sole discretion may refuse to accept Client’s request for re-subscription following a termination or suspension to Client’s use of the Spectre API and Services.

18.3. Termination by Salt Edge
Salt Edge shall have the right to terminate this Agreement on provision of at least ten (10) days’ prior written notice to Client if Client fails for whatever reasons, including without limitation Client’s failure to comply with the terms and conditions set out in Section 7, to switch its Developer Application to live mode within three (3) months from the start date of the Term. 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 termination of this Agreement under this Section 18.3.

18.4. Termination by Client
Client acknowledges that the Fees for the Services provided under this Agreement are calculated on the basis of a one (1) year commitment. Accordingly, Client may terminate this Agreement at any time on provision of at least thirty (30) days’ prior written notice to Salt Edge. However, termination under this Section 18.4 is subject to Client’s payment of fifty percent (50%) of the total amount of the applicable Monthly Minimum Commitment Fee calculated for each of the remaining months until the end of the then applicable Agreement Year.

18.5. Suspension or Termination in Emergency
Salt Edge shall have right to suspend or terminate this Agreement immediately in the event of an emergency, suspected fraud, enforcement by external authorities or regulatory requirement or on provision of at least ten (10) days’ prior written notice to Client of all other suspensions or terminations where practicable.

18.6. Effect of Termination

  1. Any termination of this Agreement (howsoever occasioned) shall not affect any accrued rights or liabilities of Salt Edge and Client, nor shall it 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.
  2. Upon termination of this Agreement, Client must immediately cease using the Spectre API, Spectre API Data and Services.
  3. Upon termination of this Agreement, Client shall, at Salt Edge’s choice, return all Confidential Information in Client’s possession and/or contained in the Developer Application and any copies thereof or destroy or permanently delete all such Confidential Information and provide written certification of such destruction if so requested by Salt Edge.
  4. Client acknowledges that in the event of termination of this Agreement Sections 1 through 23 will survive and remain in effect and that the termination shall not affect Salt Edge’s rights to any payments due to Salt Edge.

19. Changes to the Agreement

Salt Edge reserves the right to change this Agreement at any time and from time to time by providing thirty (30) days’ prior written notice to Client. The new Agreement shall become effective once it is posted on the Website or upon notifying Client by other means (e.g., via notification sent to Client’s email or posted in Client’s account in the back-end gateway). Salt Edge may also, in its sole discretion and at any time, discontinue providing the Services or any parts of the Services with notice to Client. Client acknowledges and agrees that Client’s continued access to and use of the Spectre API and Services after the date of changes to this Agreement or the Services indicate Client’s agreement to the changes. The date of last update of this Agreement is set out at the top of this document.


20. DISCLAIMER

EXCEPT AS SPECIFICALLY SET OUT IN THIS AGREEMENT, THE SPECTRE API, SPECTRE API DATA AND SERVICES ARE PROVIDED "AS IS", WITHOUT ANY REPRESENTATION AND/OR WARRANTY OF ANY KIND. SALT EDGE AND ITS LICENSORS AND SUPPLIERS MAKE NO OTHER REPRESENTATIONS AND GIVE NO OTHER WARRANTIES, EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE REGARDING THE SPECTRE API, SPECTRE API DATA AND SERVICES PROVIDED UNDER THIS AGREEMENT AND SALT EDGE SPECIFICALLY DISCLAIMS ANY AND ALL IMPLIED REPRESENTATIONS AND WARRANTIES OF FITNESS FOR A PARTICULAR PURPOSE, TITLE, MERCHANTABILTY, MERCHANTABLE QUALITY AND NON-INFRINGEMENT TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW. SALT EDGE DOES NOT WARRANT THAT THE SPECTRE API, SPECTRE API DATA AND SERVICES WILL BE UNINTERRUPTED, ERROR-FREE, SECURE, COMPREHENSIVE, COMPLETE, ACCURATE AND UP-TO-DATE, OR THAT SPECTRE API DATA IS OR WILL BE AVAILABLE ALL THE TIME WITHOUT INTERRUPTION. CLIENT EXPRESSLY ACKNOWLEDGES AND AGREES THAT CLIENT’S USE OF THE SPECTRE API, SPECTRE API DATA AND SERVICES, OR ANY DATA DERIVED THROUGH THE SERVICES IS AT CLIENT’S SOLE RISK. CLEINT IS SOLELY RESPONSIBLE FOR ANY DAMAGE TO THE DEVELOPER APPLICATION, COMPUTER SYSTEMS OR OTHER DEVICES OR LOSS OF DATA THAT RESULT FROM CLIENT’S USE OF THE SPECTRE API, SPECTRE API DATA AND SERVICES. ACCORDINGLY, THE REMEDIES EXPRESSLY SET FORTH IN THIS AGREEMENT ARE CLIENT’S SOLE AND EXCLUSIVE REMEDIES. SALT EDGE LIABILITY TO CLIENT 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 SPECTRE API, SPECTRE API DATA AND SERVICES SHALL BE FOR SALT EDGE TO USE COMMERCIALLY REASONABLE EFFORTS TO RESUME THE SERVICES AS PROMPTLY AS IS REASONABLY PRACTICABLE.


21. LIMITATION OF LIABILITY

21.1. LIMITATION ON INDIRECT LIABILITY
SALT EDGE SHALL NOT BE RESPONSIBLE FOR ANY OTHER PERSON’S OR ENTITY’S ERRORS, ACTS, OMISSIONS, FAILURES TO ACT, NEGLIGENCE OR INTENTIONAL CONDUCT, INCLUDING WITHOUT LIMITATION ENTITIES SUCH AS SALT EDGE’S AFFILIATES, SUBSIDIARIES, AGENTS OR SUBCONTRACTORS. IN NO EVENT SHALL SALT EDGE BE LIABLE TO CLIENT FOR ANY CONSEQUENTIAL, INCIDENTAL, PUNITIVE OR SPECIAL DAMAGES WHICH CLIENT OR ITS END USERS, AFFILIATES, PARENT COMPANIES, ASSOCIATES, AGENTS, OFFICERS, DIRECTORS OR EMPLOYEES MAY INCUR OR SUFFER IN CONNECTION WITH THIS AGREEMENT, RESULTING FROM SALT EDGE’S ACTS OR OMISSIONS PURSUANT TO THIS AGREEMENT.

21.2. LIMITATION ON AMOUNT OF LIABILITY
TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, SALT EDGE’S AGGREGATE LIABILITY FOR ALL CLAIMS RELATING TO THIS AGREEMENT SHALL NOT EXCEED THE EQUIVALENT OF THE FEES PAID BY CLIENT TO SALT EDGE IN THE PREVIOUS SIX (6) MONTHS PRECEDING THE CLAIM.


22. Developer Application Minimum End User Terms

Client must provide an End User License Agreement with any dissemination of the Developer Application that Client makes available to any End User. As a condition to using the Developer Application, Client must require End Users to accept the terms of its End User License Agreement 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. Client and End User must acknowledge that the End User License Agreement is concluded between Client and End User only, and not with Salt Edge, and that Client, not Salt Edge, is solely responsible for the licensed Developer Application. The terms of the license granted to 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 Client makes available to any End User.


23. Salt Edge Startup Program

23.1. General Requirements
If Client’s 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, Client agrees to be bound by the following terms and conditions, which are in addition to the terms of this Agreement:

  1. The Developer Application hasn’t been publicly released yet;
  2. Client’s participation in the Salt Edge Startup Program has to be mentioned in the Developer Application (e.g., “About” page);
  3. Client acknowledges and agrees that Salt Edge may use Client Marks as set forth in Section 10.6; and
  4. Client agrees to participate in case studies that Salt Edge may decide to conduct from time to time in connection with Client’s use of the Spectre API and Services and/or Client’s participation in the Salt Edge Startup Program. Client acknowledges and agrees that Client shall not be entitled to receive any remuneration for its participation in such case studies. Salt Edge may freely use any feedback, suggestions or ideas that Client may provide during such case studies ("Case Study Feedback"). Client hereby grants Salt Edge a perpetual, worldwide, fully transferable, sub-licensable, non-revocable, royalty-free license to use the Case Study Feedback that Client submits to Salt Edge. Salt Edge may put the Case Study 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 and marketing materials. Salt Edge reserves the right to incorporate Client’s Case Study Feedback into the Spectre API and/or Services and if so incorporated, the Case Study Feedback shall form part thereof and shall become Salt Edge’s intellectual property.

23.2. Salt Edge’s Discretion
Client acknowledges and agrees 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.


24. Contact Us

Any questions or concerns relating to this Agreement should be submitted to support@saltedge.com.