Terms of Service

Your continued use of this service is deemed to be acceptance of these terms
Vicis Labs Inc. Software as a service TERMS OF SERVICEThese Terms of Service were last updated on July 25, 2017.These Vicis Labs Software As A Service Terms of Service (the [Agreement]) are an agreement between the person visiting, browsing, accessing, downloading, installing or otherwise using (the terms [use] and [using] will refer to any of the foregoing) the Sprout SaaS Services (such person, the [Customer]) and Vicis Labs Inc. ([Vicis Labs], Vicis Labs and Customer, the [Parties] and each, a [Party]), and is entered into the earlier of: (a) the date Customer first uses any part of the Sprout SaaS Services; and (b) the date Customer agrees to be bound by this Agreement (the [Effective Date]).BY USING THE SPROUT SAAS SERVICES (INCLUDING THE WEBSITE), CUSTOMER ACKNOWLEDGES THAT CUSTOMER HAS READ, ACCEPTS AND AGREES TO BE BOUND BY AND COMPLY WITH THE TERMS AND CONDITIONS SET OUT IN THIS AGREEMENT, AS AMENDED FROM TIME TO TIME IN ACCORDANCE WITH SECTION 12(k). IF CUSTOMER DOES NOT ACCEPT AND AGREE TO BE BOUND BY THIS AGREEMENT, CUSTOMER WILL IMMEDIATELY CEASE ANY FURTHER USE OF THE SPROUT SAAS SERVICES. CUSTOMER REPRESENTS AND WARRANTS TO VICIS LABS THAT CUSTOMER HAS THE CAPACITY TO ENTER INTO THIS LEGALLY BINDING AGREEMENT. IF CUSTOMER IS USING THE SPROUT SAAS SERVICES ON BEHALF OF ANOTHER PERSON, CUSTOMER HEREBY REPRESENTS AND WARRANTS TO VICIS LABS THAT CUSTOMER HAS THE AUTHORITY TO BIND SUCH PERSON TO THIS AGREEMENT.1. Definitions(a) [Customer Data] means any data, information, content, records, and files that Customer (or any of its Users) loads, receives through, transmits to or enters into the Sprout SaaS Services.(b) [Fees] has the meaning set out in Section 7.(c) [Modifications] means modifications, improvements, customizations, updates, enhancements, aggregations, compilations, derivative works, translations and adaptations, and [Modify] has a corresponding meaning.(d) [Personal Information] means information about an identifiable individual.(e) [Sprout SaaS Services] means services through which Vicis Labs hosts and makes available Sprout, which leverages behavioural insights about its users to provide financial coaching to assist in personal finance management. The term [Sprout SaaS Services] includes the Sprout Software and Technical Support Services.(f) [Sprout Software] means Vicis Labss [Description of Product] software product made available under the name [Sprout], and any updates provided as part of the Sprout SaaS Services.(g) [Technical Support Services] means the support services described in Section 6.(h) [Term] has the meaning set out in Section 11.(i) [User] has the meaning set out in Section 5.(j) [Website] means any websites used by Vicis Labs to provide the Sprout SaaS Services, including the website[s] located at sproutwallet.com & vicislabs.com.2. Sprout SaaS Services(a) Provisioning of the Sprout SaaS Services. Subject to Customers compliance with the terms and conditions of this Agreement, Vicis Labs will make the Sprout SaaS Services available to Customer on the terms and conditions set out in this Agreement. Customer is responsible for identifying and authenticating all Users and for Users compliance with this Agreement.(b) Restrictions on Use. Customer acknowledges and agrees that it is responsible for the compliance by all Users with this Agreement, any guidelines and policies published by Vicis Labs from time to time, and the activities of all Users on the Sprout SaaS Services. Without limiting the generality of any of the foregoing, Customer must not itself, and will not permit others to:(i) sub-license, sell, rent, lend, lease or distribute the Sprout SaaS Services or any intellectual property rights therein or otherwise make the Sprout SaaS Services available to others;(ii) use the Sprout SaaS Services to permit timesharing, service bureau use or commercially exploit the Sprout SaaS Services;(iii) use or access the Sprout SaaS Services in violation of any applicable law or intellectual property right, in a manner that threatens the security or functionality of the Sprout SaaS Services, or for any purpose or in any manner not expressly permitted in this Agreement;(iv) use the Sprout SaaS Services to create, collect, transmit, store, use or process any Customer Data:(A) that contains any computer viruses, worms, malicious code, or any software intended to damage or alter a computer system or data;(B) that Customer does not have the lawful right to create, collect, transmit, store, use or process;(C) that violates any applicable laws, or infringes, violates or otherwise misappropriates the intellectual property or other rights of any third party (including any moral right, privacy right or right of publicity);(v) Modify the Sprout SaaS Services;(vi) reverse engineer, de-compile or disassemble the Sprout SaaS Services;(vii) remove or obscure any proprietary notices or labels on the Sprout SaaS Services, including brand, copyright, trademark and patent or patent pending notices;(viii) access or use the Sprout SaaS Services for the purpose of building a similar or competitive product or service; or(ix) perform any vulnerability, penetration or similar testing of the Sprout SaaS Services.(c) Suspension of Access; Scheduled Downtime; Modifications. Vicis Labs may, at its discretion:(i) suspend Customers access to or use of the Sprout SaaS Services or any component thereof:(A) for scheduled maintenance;(B) if Customer or any User violates any provision of this Agreement; or(C) to address any emergency security concerns; and(ii) Modify the Sprout SaaS Services.Customer is required to accept all patches, bug fixes and updates made by or on behalf of Vicis Labs to the Sprout SaaS Services.3. Ownership; Reservation of Rights(a) Customer retains all ownership and intellectual property rights in and to Customer Data. Customer grants to Vicis Labs a nonexclusive, worldwide, royalty-free, irrevocable, fully paid-up right to use, process and transmit Customer Data to provide the Vicis Labs Services. Vicis Labs may collect and analyze data and other information relating to the provision, use and performance of the Vicis Labs Services and related systems and technologies (including, without limitation, information concerning Customer Data and data derived therefrom), and during and after the Term of this Agreement, Vicis Labs may[: (i)] use such data and information to improve and enhance the Vicis Labs Services and for other development, diagnostic and corrective purposes in connection with the Vicis Labs Services and other Vicis Labs offerings[; and (ii) disclose such data solely in aggregated or other de-identified form in connection with its business].(b) Vicis Labs or its licensors retain all ownership and intellectual property rights in and to: (i) the Vicis Labs Services; (ii) anything developed or delivered by or on behalf of Vicis Labs under this Agreement; and (iii) any Modifications to the foregoing (i) and (ii).(c) All rights not expressly granted by Vicis Labs to Customer under this Agreement are reserved.4. PrivacyCustomer agrees (on Customers behalf and on behalf of each User) to Vicis Labss access, use, collection, storage and disclosure of Customers and each Users Personal Information for the purposes authorized under this Agreement. Customer understands that Personal Information, including the Personal Information of Users, will be treated in accordance with Vicis Labss privacy policy located at https://sproutwallet.com/privacypolicy# (the [Privacy Policy]).5. Customer User AccountUpon Customers request, Vicis Labs will issue one user account (the [Customer User Account]) to Customer for use by Customer and all individuals who are employees or contractors of Customer that Customer wishes to have access to and use of the Sprout SaaS Services (each, a [User]). Customer will ensure that Users only use the Sprout Software or Sprout SaaS Services through the Customer User Account. Customer will not allow any Users to share the Customer User Account with any other person. Customer will promptly notify Vicis Labs of any actual or suspected unauthorized use of the Sprout Software or Sprout SaaS Services. Vicis Labs reserves the right to suspend, deactivate, or replace the Customer User Account if it determines that the Customer User Account may have been used for an unauthorized purpose.6. SupportCustomer will generally have access to Vicis Labss technical support through email at hello@vicislabs.com.7. Confidential Information(a) Definitions. For the purposes of this Agreement, a Party receiving Confidential Information (as defined below) will be the [Recipient], the Party disclosing such information will be the [Discloser] and [Confidential Information] means information marked or otherwise identified in writing by a Party as proprietary or confidential, or information that, under the circumstances surrounding the disclosure, the Recipient should recognize as being confidential; provided that Disclosers Confidential Information does not include, except with respect to Personal Information: (i) information already known or independently developed by Recipient without access to Disclosers Confidential Information; (ii) information that is publicly available through no wrongful act of Recipient; or (iii) information received by Recipient from a third party who was free to disclose it without confidentiality obligations.(b) Confidentiality Covenants. Recipient hereby agrees that during the Term and at all times thereafter it will not: (i) disclose Confidential Information of the Discloser to any person, except to its own personnel or affiliates having a [need to know] and that have entered into written agreements no less protective of such Confidential Information than this Agreement, and to such other recipients as the Discloser may approve in writing; (ii) use Confidential Information of the Discloser except to exercise its license rights or perform its obligations under this Agreement; or (iii) alter or remove from any Confidential Information of the Discloser any proprietary legend. Each Party will take reasonable precautions to safeguard the other Partys Confidential Information. Those precautions will be at least as great as the precautions that the Recipient takes to protect its own Confidential Information of a similar type.(c) Exceptions to Confidentiality. Notwithstanding Section 8(b), Recipient may disclose Disclosers Confidential Information: (i) to the extent that such disclosure is required by applicable law or by the order of a court or similar judicial or administrative body, provided that, except to the extent prohibited by law, the Recipient promptly notifies the Discloser in writing of such required disclosure and cooperates with the Discloser to seek an appropriate protective order; (ii) to its legal counsel and other professional advisors if and to the extent such persons need to know such Confidential Information in order to provide applicable professional advisory services in connection with the Partys business; or (iii) in the case of Vicis Labs, to potential assignees, acquirers or successors of Vicis Labs if and to the extent such persons need to know such Confidential Information in connection with a potential sale, merger, amalgamation or other corporate transaction involving the business or assets of Vicis Labs.8. Warranty; Disclaimer; Indemnity(a) Customer Warranty. Customer represents and warrants to, and covenants with Vicis Labs that the Customer Data will only contain Personal Information in respect of which Customer has provided all notices and disclosures (including to each User), obtained all applicable third party consents and permissions and otherwise has all authority, in each case as required by applicable laws, to enable Vicis Labs to provide the Sprout SaaS Services, including with respect to the collection, storage, access, use, disclosure and transmission of Personal Information, including by or to Vicis Labs and to or from all applicable third parties.(b) GENERAL DISCLAIMER. VICIS LABS DOES NOT WARRANT THAT THE SPROUT SAAS SERVICES WILL BE UNINTERRUPTED OR ERROR FREE OR THAT ALL ERRORS CAN OR WILL BE CORRECTED; NOR DOES IT MAKE ANY WARRANTY AS TO THE RESULTS THAT MAY BE OBTAINED FROM USE OF THE SPROUT SAAS SERVICES. EXCEPT AS SPECIFICALLY PROVIDED IN THIS AGREEMENT, THE SPROUT SAAS SERVICES (OR ANY PART THEREOF), AND ANY OTHER PRODUCTS AND SERVICES PROVIDED BY VICIS LABS TO CUSTOMER ARE PROVIDED [AS IS] AND [AS AVAILABLE].TO THE EXTENT PERMITTED BY APPLICABLE LAW, VICIS LABS HEREBY DISCLAIMS ALL EXPRESS, IMPLIED, COLLATERAL OR STATUTORY WARRANTIES, REPRESENTATIONS AND CONDITIONS, WHETHER WRITTEN OR ORAL, INCLUDING ANY IMPLIED WARRANTIES OR CONDITIONS OF MERCHANTABILITY, MERCHANTABLE QUALITY, COMPATIBILITY, TITLE, NON-INFRINGEMENT, SECURITY, RELIABILITY, COMPLETENESS, QUIET ENJOYMENT, ACCURACY, QUALITY, INTEGRATION OR FITNESS FOR A PARTICULAR PURPOSE OR USE, OR ANY WARRANTIES OR CONDITIONS ARISING OUT OF COURSE OF DEALING OR USAGE OF TRADE. WITHOUT LIMITING THE GENERALITY OF ANY OF THE FOREGOING, VICIS LABS EXPRESSLY DISCLAIMS ANY REPRESENTATION, CONDITION OR WARRANTY THAT ANY DATA OR INFORMATION PROVIDED TO CUSTOMER IN CONNECTION WITH CUSTOMERS USE OF THE SPROUT SAAS SERVICES (OR ANY PART THEREOF) IS ACCURATE, OR CAN OR SHOULD BE RELIED UPON BY CUSTOMER FOR ANY PURPOSE WHATSOEVER.(c) Indemnity. Customer will defend, indemnify and hold harmless Vicis Labs, its employees, officers, directors, affiliates, agents, contractors, successors, and assigns against any and all third party (including Users) liability (including damages, recoveries, deficiencies, interest, penalties and legal fees), directly or indirectly arising from or in connection with: (i) Customer Data; (ii) Customers breach of any of Customers obligations, representations or warranties under this Agreement; or (iii) use of the Sprout SaaS Services (or any part thereof) by Customer or any User in combination with any third party software, application or service. Customer will fully cooperate with Vicis Labs in the defense of any claim defended by Customer pursuant to its indemnification obligations under this Agreement and will not settle any such claim without the prior written consent of Vicis Labs.9. Limitation of LiabilitiesThe Parties acknowledge that the following provisions have been negotiated by them and reflect a fair allocation of risk and form an essential basis of the bargain and will survive and continue in full force and effect despite any failure of consideration or of an exclusive remedy:(a) AMOUNT. IN NO EVENT WILL THE TOTAL AGGREGATE LIABILITY OF VICIS LABS IN CONNECTION WITH OR UNDER THIS AGREEMENT, WHETHER IN CONTRACT, TORT (INCLUDING NEGLIGENCE OR GROSS NEGLIGENCE), OR OTHERWISE, EXCEED THE AMOUNT OF FEES PAID BY CUSTOMER FOR THE VICIS LABS SERVICES IN THE PRIOR [12 MONTH] PERIOD IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO THE CLAIM FOR GREATER CERTAINTY, THE EXISTENCE OF ONE OR MORE CLAIMS UNDER THIS AGREEMENT WILL NOT INCREASE THIS MAXIMUM LIABILITY AMOUNT. IN NO EVENT WILL VICIS LABSS THIRD PARTY SUPPLIERS HAVE ANY LIABILITY ARISING OUT OF OR IN ANY WAY CONNECTED TO THIS AGREEMENT.(b) TYPE. TO THE MAXIMUM EXTENT PERMITTED UNDER APPLICABLE LAW, IN NO EVENT WILL VICIS LABS BE LIABLE TO CUSTOMER OR ANY USER FOR ANY: (I) SPECIAL, EXEMPLARY, PUNITIVE, INDIRECT, INCIDENTAL OR CONSEQUENTIAL DAMAGES; (II) LOST SAVINGS, PROFIT, DATA, USE, OR GOODWILL; (III) BUSINESS INTERRUPTION; (IV) COSTS FOR THE PROCUREMENT OF SUBSTITUTE PRODUCTS OR SERVICES; (V) PERSONAL INJURY OR DEATH; OR (VI) PERSONAL OR PROPERTY DAMAGE ARISING OUT OF OR IN ANY WAY CONNECTED TO THIS AGREEMENT, REGARDLESS OF CAUSE OF ACTION OR THE THEORY OF LIABILITY, WHETHER IN CONTRACT, TORT (INCLUDING NEGLIGENCE OR GROSS NEGLIGENCE), OR OTHERWISE, AND EVEN IF NOTIFIED IN ADVANCE OF THE POSSIBILITIES OF SUCH DAMAGES.10. Term and Termination(a) Term. This Agreement will commence on the Effective Date and continue to be in effect until terminated in accordance with its terms.(b) Termination for Convenience. Either Party may terminate this Agreement at any time by providing advance written notice of not less than [30] days to the other Party.(c) Termination for Cause. Either Party may, in addition to other relief, suspend or terminate this Agreement if the other Party commits a material breach of any provision of this Agreement and fails within [15] calendar days after receipt of notice of such breach to correct such material breach.(d) Survival. The following Sections, together with any other provision of this Agreement which expressly or by its nature survives termination or expiration, or which contemplates performance or observance subsequent to termination or expiration of this Agreement, will survive expiration or termination of this Agreement for any reason: Section 3 (Ownership; Reservation of Rights), Section 4 (Privacy), Section 7 (Fees and Payment), Section 8 (Confidential Information), Section 9 (Warranty; Disclaimer; Indemnity), Section 10 (Limitation of Liabilities), Section 11(d) (Survival), and Section 12 (General Provisions).11. General Provisions(a) Notices. Notices sent to either Party will be effective when delivered in person or by email, one day after being sent by overnight courier, or five days after being sent by first class mail postage prepaid to the official contact designated by the Party to whom a notice is being given. Notices must be in writing and sent: (i) if to Vicis Labs, to the following address:6th Floor, 10 Dundas Street East,Toronto, OntarioM5B 2G9and (ii) if to Customer, to the current postal or email address that Vicis Labs has on file with respect to Customer. Vicis Labs may change its contact information by posting the new contact information on the Website or by giving notice thereof to Customer. Customer is solely responsible for keeping its contact information on file with Vicis Labs current at all times during the Term.(b) Assignment. Customer will not assign this Agreement to any third party without Vicis Labss prior written consent. Vicis Labs may assign this Agreement or any rights under this Agreement to any third party without Customers consent. Any assignment in violation of this Section will be void. This Agreement will inure to the benefit of and be binding upon the Parties, their permitted successors and permitted assignees.(c) Choice of Law. This Agreement and any action related thereto will be governed by and construed in accordance with the substantive laws of the Province of Ontario and the federal laws of Canada applicable therein, without regard to conflicts of law principles. The Parties will initiate any lawsuits in connection with this Agreement in Toronto, Ontario, Canada, and irrevocably attorn to the exclusive personal jurisdiction and venue of the courts sitting therein. The U.N. Convention on Contracts for the International Sale of Goods will not apply to this Agreement. This choice of jurisdiction does not prevent Vicis Labs from seeking injunctive relief with respect to a violation of intellectual property rights or confidentiality obligations in any appropriate jurisdiction.(d) Export Restrictions. Customer will comply with all export laws and regulations that may apply to its access to or use of the Sprout SaaS Services.(e) Construction. Except as otherwise provided in this Agreement, the Parties rights and remedies under this Agreement are cumulative. The terms [include] and [including] mean, respectively, [include without limitation] and [including without limitation.] The headings of sections of this Agreement are for reference purposes only and have no substantive effect. The terms [consent] or [discretion], when used in respect of Vicis Labs in this Agreement means the right of Vicis Labs to withhold such consent or exercise such discretion, as applicable, arbitrarily and without any implied obligation to act reasonably or explain its decision to Customer.(f) Force Majeure. Neither Party will be liable for delays caused by any event or circumstances beyond Vicis Labss reasonable control, including acts of God, acts of government, flood, fire, earthquakes, civil unrest, acts of terror, strikes or other labour problems (other than those involving Vicis Labss employees), Internet service failures or delays, or the unavailability or Modification by third parties of telecommunications or hosting infrastructure or third party websites.(g) Severability. Any provision of this Agreement found by a tribunal or court of competent jurisdiction to be illegal or unenforceable will be severed from this Agreement and all other provisions of this Agreement will remain in full force and effect.(h) Waiver. A waiver of any provision of this Agreement must be in writing and a waiver in one instance will not preclude enforcement of such provision on other occasions.(i) Independent Contractors. Vicis Labss relationship to Customer is that of an independent contractor, and neither Party is an agent or partner of the other. Neither Party will have, and will not represent to any third party that it has, any authority to act on behalf of the other Party.(j) Entire Agreement. This Agreement constitutes the entire agreement between the Parties with respect to the subject matter of this Agreement and supersedes all prior or contemporaneous agreements, representations or other communications, whether written or oral.(k) Amendments. Subject to the following sentence, no amendment, supplement, modification, waiver, or termination of this Agreement and, unless otherwise expressly specified in this Agreement, no consent or approval by any Party, will be binding unless executed in writing by the Party or Parties to be bound thereby. NOTWITHSTANDING THE PRECEDING SENTENCE, VICIS LABS MAY UNILATERALLY AMEND THIS AGREEMENT, IN WHOLE OR IN PART (EACH, AN [AMENDMENT]), BY: (I) GIVING CUSTOMER PRIOR NOTICE OF SUCH AMENDMENT; OR (II) POSTING NOTICE OF SUCH AMENDMENT ON THE WEBSITE. UNLESS OTHERWISE INDICATED BY VICIS LABS, ANY SUCH AMENDMENT WILL BECOME EFFECTIVE AS OF THE DATE THE NOTICE OF SUCH AMENDMENT IS PROVIDED TO CUSTOMER OR IS POSTED ON THE WEBSITE (WHICHEVER IS THE EARLIER).(l) English Language. It is the express wish of the Parties that this Agreement and all related documents be drawn up in English. Cest la volonté expresse des parties que la présente convention ainsi que les documents qui sy rattachent soient rédigés en anglais.APPENDIX A: Finicity Service License Terms1. Licensee Access Information and Account DataYou are solely responsible for (a) maintaining the confidentiality and security of your access number(s), password(s), security question(s) and answer(s), account number(s), login information, and any other security or access information, used by you, or anyone you authorize on your behalf, to access the Services and your provider accounts (collectively, [Licensee Access Information]), and (b) preventing unauthorized access to or use of the information, files or data that you store or use in or with the Services (collectively, [Account Data]). You will be responsible for all electronic communications, including account registration and other account holder information, email and financial, accounting and other data ([Communications]) entered using the Licensee Access Information. It is assumed that any Communications received through use of the Licensee Access Information were sent or authorized by you. You agree to immediately notify us if you become aware of any loss, theft or unauthorized use of any Licensee Access Information. We reserve the right to deny you access to the Services (or any part thereof) if we reasonably believe that any loss, theft or unauthorized use of Licensee Access Information has occurred. You must inform us of, and hereby grant to us and our third party vendors permission to use, Licensee Access Information to the extent we deem necessary to enable us to provide the Services to you, including updating and maintaining Account Data, addressing errors or service interruptions, and to enhance the types of data and services we may provide to you in the future. Notwithstanding any provision of our Privacy Policy to the contrary, compiled, anonymized data concerning your financial transactions, or other available data that is collected through your use of the Services, may be used by our third party vendors to conduct certain analytical research, performance tracking and benchmarking. Our third party vendors may publish summary or aggregate results relating to metrics comprised of research data, from time to time, and distribute, sell or license such compiled, anonymized data for any purpose, including but not limited to, helping to improve products and services and assisting in troubleshooting and technical support or any other purpose permitted by applicable law. To the extent such information is shared or disclosed, it will not contain any of your personally identifiable information. 2. PROVIDER SERVICES(a) General. In connection with your use of the Services and as part of the functionality of the Services, you may have access to certain online services or information that may be made available by your provider(s) ([Provider Services]), including online banking, online payment, online investment account download, online bill pay, online trading, and other account information available from your provider(s). The Services are designed to allow you to access Provider Services (if and to the extent provided by your provider(s)) to set up banking and other information, schedule the Services to access your account(s), download transactions into the Services and otherwise aggregate information from your account(s) with your provider(s). You acknowledge and agree that we have no control over the provision of Provider Services or provision of access to the Provider Services by your provider(s), do not guarantee that you will be able to use the Services with the Provider Services, and will have no liability whatsoever for any actions or inactions on the part of the provider(s) resulting in your inability to use the Services to access your accounts, obtain data, download transactions, or otherwise use or access the Provider Services. (b) Collection of Provider Account Information. You acknowledge that in accessing your data and information through the Services, your provider account access number(s), password(s), security question(s) and answer(s), account number(s), login information, and any other security or access information, and the actual data in your account(s) with such provider(s) such as bank and other account balances, credit card charges, debits and deposits (collectively, [Provider Account Data]), may be collected and stored in the Services. You authorize us and our third party vendors, in conjunction with the operation and hosting of the Services, to use certain Provider Account Data to (a) collect your Provider Account Data, (b) reformat and manipulate such Provider Account Data, (c) create and provide hypertext links to your provider(s), (d) access the providers websites using your Provider Account Data, (e) update and maintain your account information, (f) address errors or service interruptions, (g) enhance the type of data and services we can provide to you in the future, and (h) take such other actions as are reasonably necessary to perform the actions described in (a) through (g) above. You hereby represent that you are the legal owner of your Provider Account Data and that you have the authority to appoint, and hereby expressly do appoint, us or our third party vendors as your agent with a limited power of attorney, and appoint us or our third party vendors as your attorney-in-fact and agent, to access third party sites and/or retrieve and use your Provider Account Data through whatever lawful means with the full power and authority to do and perform each thing necessary in connection with such activities, as you could do in person, including, without limitation, accepting any new and/or updated terms and conditions from your provider on your behalf, in providing Services to you. You also expressly authorize Provider to share and disclose your Provider Account Data to us on your behalf to facilitate your use of your Provider Account Data for products and services agreed to by you. You further acknowledge that we do not, nor does our third party vendor review your Provider Account Data and agree that we are not responsible for its completeness or accuracy. Any transactions or informational activities performed at any providers website are not made through the Services and we assume no responsibility for such transactions or activities. You are solely responsible for any charges associated with your provider(s). The permissions, uses and access rights granted to our third party vendors hereunder shall continue until such parties are notified by us or you that the Services have been terminated. (c) Information from Providers Websites. You acknowledge and agree that (a) some providers may not allow the Services to access the Provider Services, (b) providers may make changes to their websites, with or without notice to us, that may prevent or delay aggregation of information from such websites, and (c) the Services may [refresh] the Provider Account Data by collecting the Provider Account Data nightly, so your most recent transactions may not be reflected in any account balances or other account information presented to you in the Services. If you see a discrepancy in the Provider Account Data, and in any case before making any transactions or decisions based on such account information presented in the Services, you should check the last refresh date for the account and confirm Provider Account Data is correct by following the link back to the applicable provider or otherwise confirm that Provider Account Data is up to date and accurate. 3. Software Use, Storage And Access.We shall have the right, in our sole discretion and with reasonable notice, to establish or change limits concerning use of the Services, temporarily or permanently, including but not limited to (a) the amount of storage space you have on the Services at any time, and (b) the number of times (and the maximum duration for which) you may access the Services in a given period of time. We reserve the right to make any such changes effective immediately to maintain the security of the system or Licensee Access Information or to comply with any laws or regulations, and to provide you with electronic or written notice within thirty (30) days after such change. You may reject changes by discontinuing use of the Services to which such changes relate. Your continued use of the Services will constitute your acceptance of and agreement with such changes. Maintenance upon the Services may be performed from time-to-time resulting in interrupted service, delays or errors in the Services. Attempts to provide prior notice of scheduled maintenance will be made, but provider cannot guarantee that such notice will be provided. 4. Export RestrictionsYou acknowledge that the Services and any software underlying such Services are subject to the U.S. Export Administration Regulations (15 CFR, Chapter VII) and that you will comply with these regulations. You will not export or re-export the software or Services, directly or indirectly, to: (a) any countries that are subject to U.S. export restrictions; (b) any end user who has been prohibited from participating in U.S. export transactions by any federal agency of the U.S. government; or (c) any end user who you know or have reason to know will utilize them in the design, development or production of nuclear, chemical or biological weapons. You further acknowledge that this product may include technical data subject to export and re-export restrictions imposed by U.S. law.5. DisclaimerYOU ACKNOWLEDGE AND AGREE THAT THE SERVICES AND ANY THIRD PARTY SERVICES ARE PROVIDED [AS IS] AND [AS AVAILABLE.] THE THIRD PARTY VENDOR AND ITS LICENSORS MAKE NO WARRANTY, EXPRESS, IMPLIED, OR STATUTORY, AND DISCLAIM ANY AND ALL WARRANTIES WITH RESPECT TO THE SERVICES OR ANY THIRD PARTY SERVICES; IN WHOLE OR IN PART, INCLUDING WITHOUT LIMITATION ANY IMPLIED WARRANTY OF FITNESS FOR A PARTICULAR PURPOSE, MERCHANTABILITY, TITLE, OR NON-INFRINGEMENT. YOU UNDERSTAND AND EXPRESSLY AGREE THAT ANY USE OF THE SERVICES OR THIRD PARTY SERVICES WILL BE AT YOUR SOLE RISK. VENDOR AND ITS (a) LICENSORS AND (b) THIRD PARTY VENDORS DO NOT WARRANT THE COMPREHENSIVENESS, COMPLETENESS, CORRECTNESS, LEGALITY, OR ACCURACY OF THE SERVICES OR THIRD PARTY SERVICES, IN WHOLE OR IN PART, OR THAT THE SERVICES WILL BE SECURE, UNINTERRUPTED OR ERROR FREE. YOU ARE SOLELY RESPONSIBLE FOR ANY DAMAGE TO YOUR COMPUTER SYSTEM OR OTHER DEVICE OR LOSS OF DATA THAT RESULTS FROM YOUR USE OF THE SERVICES OR THIRD PARTY SERVICES. 6. Compliance With Fair Credit Reporting Act (a) You acknowledge that applications that use consumer data to generate scores or other reports or that otherwise will be utilized by application users in connection with making a decision as to whether to enter into the following types of transactions or on what terms the transaction will be offered ([Financial Apps]) may be subject to the provisions of the Federal Fair Credit Reporting Act ([FCRA]) and equivalent state laws: (i) Extend credit to an applicant. (ii) Issue an insurance policy to an applicant.(iii) Employ a job applicant.(iv) Rent an apartment to a prospective tenant.(v) Sell a product to, provide a service to or otherwise enter into a transaction initiated by a prospective customer.(vi) Accept a check or credit card as payment for a sale.(vii) Other activities set forth in Section 604 of the FCRA (15 U.S.C. §1681b) and in interpretations of Section 604 by the Federal Trade Commission and the Bureau of Consumer Financial Protection(b) You acknowledge and agree that, in connection with Finicity Corporations ([Finicity]) products and services as a third party vendor of ours, data will be transmitted or made available in a mechanical manner by Finicity, and that to the extent Finicity is involved, Finicity will not alter the substance of the data unless authorized by you. You hereby authorize Finicity to access your provider to obtain Provider Account Data and other Provider Services on your behalf and at your authorization. Finicity is providing the service of data delivery only as requested by you, the ultimate end-user, as requested and authorized by you, the owner of such information. You acknowledge that Finicity is not a reseller of data (other than in the manner described in paragraph 1 with respect to anonymized data) but simply provides the service of transferring data as requested and you from one party to the party directed and authorized by you to receive the data. 7. THIRD PARTY BENEFICIARY; INDEMNIFICATIONYou agree that Finicity is a third party beneficiary of the above provisions, with all rights to enforce such provisions as if Finicity were a party to this Agreement. You agree to protect Finicity and their affiliates from any and all third party claims, liability, damages, expenses and costs caused by or arising from your use of the Services, your violation of these terms or your infringement, or infringement by any other user of your account, of any intellectual property or other right of anyone. 8. LIMITATION OF LIABILITYYOU AGREE THAT NEITHER WE NOR FINICITY NOR ANY OF THEIR AFFILIATES, ACCOUNT PROVIDERS OR ANY OF THEIR AFFILIATES WILL BE LIABLE FOR ANY HARMS, WHICH LAWYERS AND COURTS OFTEN CALL DIRECT, INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL OR EXEMPLARY DAMAGES, INCLUDING, BUT NOT LIMITED TO, DAMAGES FOR LOSS OF PROFITS, GOODWILL, USE, DATA OR OTHER INTANGIBLE LOSSES, EVEN IF WE OR FINICITY HAVE BEEN ADVISEDOF THE POSSIBILITY OF SUCH DAMAGES, RESULTING FROM: (i) THE USE OR THE INABILITY TO USE THE SERVICE; (ii) THE COST OF GETTING SUBSTITUTE GOODS AND SERVICES, (iii) ANY PRODUCTS, DATA, INFORMATION OR SERVICES PURCHASED OR OBTAINED OR MESSAGES RECEIVED OR TRANSACTIONS ENTERED INTO, THROUGH OR FROM THE SERVICE; (iv) UNAUTHORIZED ACCESS TO OR ALTERATION OF YOUR TRANSMISSIONS OR DATA; (v) STATEMENTS OR CONDUCT OF ANYONE ON THE SERVICE; (vi) THE USE, INABILITY TO USE, UNAUTHORIZED USE, PERFORMANCE OR NON-PERFORMANCE OF ANY THIRD PARTY ACCOUNT PROVIDER SITE, EVEN IF THE PROVIDER HAS BEEN ADVISED PREVIOUSLY OF THE POSSIBILITY OF SUCH DAMAGES; OR (vii) ANY OTHER MATTER RELATING TO THE SERVICE. 

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