The license granted by Salt Edge to Licensee under this EULA is conditioned on Licensee’s compliance with its responsibilities set forth herein:
a. Licensee is solely responsible for maintaining the confidentiality and security of the Licensee Access Information that Licensee uses to access the Aggregation Services.
b. Licensee is solely responsible for compliance with the applicable laws, rules and regulations in the jurisdiction(s) Licensee uses the Aggregation Services in and Salt Edge hereby expressly disclaims any liability arising from Licensee’s failure to do so.
c. Licensee is solely responsible for ensuring that its use of the Aggregation Services does not violate any applicable terms and conditions, policies, guidelines, regulations and restrictions of its Financial Institution(s). Licensee hereby acknowledges and agrees that it is solely responsible for verifying compliance of the Aggregation Services with its Financial Institution’s terms and conditions, policies, guidelines, regulations and restrictions and Salt Edge hereby expressly disclaims any liability arising from Licensee’s failure to do so.
d. If Licensee uses the Aggregation Services directly, Licensee is solely responsible for any communication and information submitted to Salt Edge, such as Licensee’s name and email address provided as part of user account registration (“Registration Information”), including by electronic mail or otherwise through the online channels offered with the Aggregation Services. Salt Edge assumes that any communication received through use of the Licensee’s Registration Information was sent or authorized by Licensee and that any communication Licensee sends is compliant with applicable laws, including anti-spam laws.
e. Licensee agrees to immediately notify Salt Edge if Licensee becomes aware of any loss, theft or unauthorized use of any Licensee Access Information. Salt Edge reserves the right to deny access to the Aggregation Services (or any part thereof) if Salt Edge reasonably believes that any loss, theft, or unauthorized use of Licensee Access Information has occurred. Such denial of access may without limitation enable Salt Edge to investigate said loss, theft or unauthorized use of any Licensee Access Information.
6.1. Licensee acknowledges that the Developer Application may request access to the Aggregation Services for the purpose of providing the Developer Services to Licensee. In order to utilize the Developer Application that uses or gathers information through its integration with the Aggregation Services, Licensee hereby authorizes Salt Edge to share Licensee’s Account Data with Developer and transmit it to the Developer Application. Moreover, Licensee expressly accepts that Developer may give certain Licensee Information to Salt Edge to use in connection with the Aggregation Services. Licensee represents and warrants that it has the rights and mandate to offer such authorization to Salt Edge and Developer.
6.3. Licensee acknowledges and agrees that when using the Aggregation Services for the purpose of initiating a payment transaction through the Developer Application, Developer will provide to Salt Edge the payment order data associated with the initiated payment transaction (“Payment Order Data”). Such Payment Order Data includes date, amount, currency, description and payee details. Salt Edge will transmit the Payment Order Data to Licensee’s Financial Institution in order for the latter to execute the transaction and return execution status to Developer.
8. Licensee acknowledges and agrees that: (i) Financial Institutions may not allow Salt Edge access to Financial Institution Services; (ii) Financial Institutions may make changes to their Financial Institution Services, with or without notice to Salt Edge, that may prevent or delay the access to Licensee’s account(s) in the respective Financial Institution(s); and (iii) although Salt Edge will try to “refresh” the Account Data, if the data is not the most current from Financial Institution Services, Licensee’s most recent transactions may not be reflected in the account information provided to Licensee via the Aggregation Services or in the Developer Application. It is Licensee’s obligation to watch for any discrepancies in Licensee’s Account Data, and before making any transactions or decisions based on Account Data provided via the Aggregation Services, Licensee should check the last refresh date for the account and confirm with the applicable Financial Institution that the Account Data is correct or otherwise confirm that the Account Data is up to date and accurate. SALT EDGE DOES NOT REPRESENT OR WARRANT THAT THE ACCOUNT DATA PROVIDED TO LICENSEE VIA THE AGGREGATION SERVICES WILL AT ALL TIMES BE COMPLETE, ACCURATE, ERROR-FREE OR UP-TO-DATE.
12. LICENSEE EXPRESSLY UNDERSTANDS AND AGREES THAT, TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, SALT EDGE AND ITS THIRD-PARTY SERVICE PROVIDERS SHALL NOT BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL OR EXEMPLARY DAMAGES, INCLUDING BUT NOT LIMITED TO DAMAGES FOR LOSS OF PROFITS, FAILURES OF TELECOMMUNICATIONS, THE INTERNET, ELECTRONIC COMMUNICATIONS, CORRUPTION, SECURITY, LOSS OR THEFT OF DATA, VIRUSES, SPYWARE, LOSS OF BUSINESS REVENUE OR INVESTMENT, OR OTHER INTANGIBLE LOSSES, RESULTING FROM THE USE OR INABILITY TO USE THE AGGREGATION SERVICES OR OTHERWISE UNDER OR IN CONNECTION WITH ANY PROVISION OF THIS EULA. THE ABOVE LIMITATIONS APPLY EVEN IF SALT EDGE AND ITS THIRD-PARTY SERVICE PROVIDERS HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
NOTWITHSTANDING ANY DAMAGES THAT LICENSEE MIGHT INCUR FOR ANY REASON WHATSOEVER (INCLUDING WITHOUT LIMITATION ALL DAMAGES REFERENCED ABOVE AND ALL DIRECT OR GENERAL DAMAGES), THE ENTIRE LIABILITY OF SALT EDGE AND ANY OF ITS THIRD-PARTY SERVICE PROVIDERS UNDER THIS EULA AND LICENSEE’S EXCLUSIVE REMEDY FOR ALL OF THE FOREGOING SHALL AT ALL TIMES BE LIMITED TO A MAXIMUM OF $100 (ONE HUNDRED UNITED STATES DOLLARS).
13. This EULA is governed by and shall be interpreted in accordance with the laws of the Province of Ontario, Canada, and the federal laws applicable thereto, excluding all conflict of laws provisions and excluding the 1980 United Nations Convention on Contracts for the International Sale of Goods.
14. LICENSEE AGREES THAT ANY DISPUTE, CONTROVERSY OR CLAIM ARISING OUT OF OR IN CONNECTION WITH THIS EULA 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 EULA. LICENSEE AND SALT EDGE AGREE THAT EACH MAY BRING CLAIMS AGAINST THE OTHER ONLY IN THEIR INDIVIDUAL CAPACITY AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS OR REPRESENTATIVE PROCEEDING. BY ENTERING INTO THIS EULA AND AGREEING TO ARBITRATION, LICENSEE AGREES THAT LICENSEE AND SALT EDGE ARE EACH WAIVING THE RIGHT TO FILE A LAWSUIT AND THE RIGHT TO A TRIAL BY JURY. IN ADDITION, LICENSEE AGREES TO WAIVE THE RIGHT TO PARTICIPATE IN A CLASS ACTION OR LITIGATE ON A CLASS-WIDE BASIS. LICENSEE AGREES THAT LICENSEE HAS EXPRESSLY AND KNOWINGLY WAIVED THESE RIGHTS.
To begin an arbitration proceeding, Licensee must send a letter requesting arbitration and describing Licensee’s claim to:
Salt Edge Inc. 40 King Street West, Suite 2100 Toronto, Ontario Canada M5H3C2
15. If any term or provision of this EULA 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 EULA, which shall continue in full force and effect and be binding upon Licensee.
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