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API License

API License

Quovo, Inc.

API License and Terms of Use

Last Updated:  October 19, 2018

This API License and Terms of Use (this “Agreement”) is a legal agreement between you (“Licensee” or “you”) and Quovo, Inc. (together with its subsidiaries, affiliates, successors and assigns, “Quovo”, “us” or “we”).  By accepting this Agreement, by accessing or using the Quovo API, the Services and the Platform (collectively the “Licensed Materials”), or by authorizing or permitting any individual to access or use the Licensed Materials, you agree to be bound by this Agreement. If you are entering into this Agreement on behalf of a company, organization or another legal entity (collectively, an “Entity”), you are agreeing to this Agreement for that Entity and representing to Quovo that you have the authority to bind such Entity to this Agreement, in which case the terms “Licensee”, “you”, “your” or a related term herein shall refer to such Entity. If you do not have such authority, or if you do not agree with the terms and conditions of this Agreement, you must not accept this Agreement and may not access or use the Licensed Materials.  By clicking “Create Account” and creating an account (“Licensee Account”) and/or by using the Licensed Materials, you agree to this Agreement, including the mandatory arbitration provision and class action waiver in Section 14.

We may make changes to this Agreement from time to time. If we make changes, we will provide you with notice of such changes, such as by sending an email, providing notice through the Licensed Materials or updating the date at the top of this Agreement. Unless we say otherwise in our notice, the amended Agreement will be effective immediately, and your continued use of the Licensed Materials after we provide such notice will confirm your acceptance of the changes. If you do not agree to the amended Agreement, you must stop using the Licensed Materials.

 1. Certain Definitions.

1.1. “Aggregation” is described on “Exhibit A – Services” attached to this Agreement, and incorporated herein by reference.

1.2. “Application” means any web or other software service or application developed by Licensee that utilizes the Licensed Materials.

1.3. “Authentication” is described on “Exhibit A – Services” attached to this Agreement, and incorporated herein by reference.

1.4. “Confidential Information” means all information or data supplied by or on behalf of Quovo to you under this Agreement, including, but not limited to, the Licensed Materials, User Data and the Output.

1.5. “End Users” means the entities and individuals to whom Licensee provides services via an Application and/or the Licensee Platform, to access and use the Services and/or the Platform.

1.6. “Intellectual Property Rights” means ownership of all right, title and interest in and to any kind of intellectual property, including copyrights, patents, marks, trade secrets, rule sets, and all other proprietary rights therein, and the right to apply for, register, obtain, hold, extend and renew any of the foregoing.

1.7. “Licensee Platform” means a proprietary online platform through which Licensee offers its services and products to End Users.

1.8. “Licensee Users” means Licensee’s authorized employees, agents and third party consultants.

1.9. “Platform” means Quovo’s proprietary online platform through which it provides the Quovo API and the Services.

1.10. “Quovo API” means an API and any accompanying or related documentation, source code, executable applications and other materials made available by Quovo to Licensee as part of the Services.

1.11. “Quovo’s Privacy Policy” is located at https://www.quovo.com/legal/privacy-policy.

1.12. “Quovo’s Terms of Use” are located at https://www.quovo.com/legal/terms-of-use.

1.13. “Services” means Authentication and/or Aggregation, as applicable.

1.14. “Users” means End Users and Licensee Users.

2. Limited License.

2.1. Limited License.  Subject to the terms and conditions of this Agreement, Quovo hereby grants to Licensee and Licensee Users a limited, non-exclusive, non-sublicensable, non-transferable right and license to access and use the Licensed Materials during the Term in order to build Applications, or to use the Quovo API as a component of the Licensee Platform, in each case, to provide the Services to End Users. End Users must agree to Quovo’s Terms of Use.

2.2. Suspension of Services.  Quovo may, in its sole discretion, suspend or limit Licensee or any Users’ access to, or use of, the Services or the Platform, or remove any User Data from the Services or the Platform (i) if Quovo becomes aware of, or has reason to believe that, Licensee is using the Services or the Platform in a manner that poses a security risk to the Services or the Platform or any other clients or users of the Services or the Platform; (ii) in order to impose reasonable rate limits on Licensee’s utilization of the Services to ensure the functionality and integrity of the Services and the Platform; or (iii) for any material violation of the terms of this Agreement.  Quovo will restore access to the Services as soon as practicable following the satisfactory resolution of the event giving rise to suspension.

2.3. Updates. From time to time Quovo may, at its discretion, release updates to the Licensed Materials. Licensee hereby acknowledges that failure to integrate or install updates in a timely fashion may impair or disable the functionality of the Licensed Materials. Neither Quovo nor its third party vendors will have any liability for Licensee’s failure to properly integrate the most current version of the Licensed Materials, and Quovo will have no obligation to provide support or services for any outdated versions thereof.

2.4. Service Interruptions. Quovo reserves the right, from time to time, without prior notice, to temporarily interrupt the Licensed Materials (in whole or in part) for maintenance and/or upgrades; provided, however, that Quovo will, if commercially reasonable, provide Licensee with prior notification if Quovo anticipates an outage of over one (1) hour. Additional information regarding service interruptions may be found in the documentation or Quovo API dashboard.

3. Restrictions.

The right and license set forth in Section 2.1 shall be subject to the following restrictions:

3.1. In no event shall Licensee distribute, sell, lease, sublicense, encumber or otherwise provide access to the Licensed Materials to any person or entity other than Users as contemplated hereunder.

3.2. Licensee shall not work around any of the technical limitations of the Licensed Materials, or enable functionality that is disabled or prohibited hereunder.

3.3. Licensee shall not embed any open source, copyleft or community source code in any Application or the Licensee Platform, including, but not limited to, any libraries or code licensed under any General Public License, Lesser General Public License or similar license arrangement in any manner that would require disclosure or license of the Quovo API in source code form, or for the purpose of making derivative works, or otherwise limit or restrict the consideration to be charged for the distribution of such software.

3.4. Licensee shall use the information and data delivered or made available to Licensee in connection with the Services (the “Output”) for the benefit of End Users, and in accordance with the terms and conditions hereof.  In no event shall Licensee use the Licensed Materials or the Output to engage in any competitive activities with respect to Quovo or the Licensed Materials.

3.5. Licensee may not customize, modify, adapt, enhance, or otherwise alter the Licensed Materials.  Licensee shall not make or permit any alterations to the Licensed Materials, or use the Licensed Materials in combination with any other product or service that will result in any alterations to the Licensed Materials.

3.6. Licensee may not modify, translate, decompile, duplicate, disassemble, reverse assemble, reverse compile, or reverse engineer, or take similar action with respect to the Licensed Materials, or Quovo’s intellectual property for any purpose, or otherwise attempt to discover the underlying source code of the software contained therein.

4. Data Access and Use.

4.1. User Data.  Licensee acknowledges and agrees that (i) the data accessed, processed and analyzed by Quovo relating to End Users’ financial accounts (“Account(s)”) located at financial institutions (“Institution(s)”), and provided by Quovo to Licensee and Users (“Account Data”); and (ii) data provided by Licensee or Users to Quovo, including End Users’ login credentials and other authentication information (“Credentials”) (collectively with Account Data, “User Data”), may include personally identifiable information (“Personal Data”), subject to applicable privacy laws including the Gramm-Leach-Bliley Act of 1999 and the Health Insurance Portability and Accountability Act of 1996.

4.2. End User Benefit.  Licensee acknowledges and agrees that linked Accounts, ongoing syncing processes, and use of the Output is being made available to Licensee solely for the benefit of End Users, and any information or works derived from the Output will be used solely for the benefit of End Users.  Licensee shall not use the Output for any other purpose. Licensee acknowledges and agrees that Quovo is providing Users access to the Licensed Materials for the benefit of End Users. The parties further acknowledge and agree that End Users are the owners of their respective Accounts and Account Data, and that Quovo is granted the right and license to use, collect, and process User Data via End Users’ acceptance of Quovo’s Terms of Use and Quovo’s Privacy Policy.

4.3. Permitted Use.  Licensee hereby grants to Quovo and its third party vendors the right to use User Data in order to provide the Services hereunder, on behalf of, and at the direction of, End Users.  Licensee agrees that De-Identified Data obtained by Quovo in connection with the Services may be used by Quovo for any lawful purpose. “De-Identified Data” means data that does not contain any information that identifies or can be reasonably used to identify (A) an individual person (including Users), (B) Licensee, or (C) any activities or behaviors of Licensee.

4.4. Data Obtained from Institutions.  Licensee acknowledges that certain components of the Services may require interactions with Institutions.   Quovo makes no representations or warranties as to the availability of such Institutions’ systems, websites, or APIs, which may be required to be used in order for Quovo to deliver the Services.  In the event that any Institution charges Quovo, Licensee, or Users for access to Account Data, Quovo may provide Licensee with the option to pay such fees in its discretion, but Quovo shall have no obligation to pay such fees itself, and any Account Data subject to such fees may be excluded by Quovo in its sole discretion. Such Institutions may require certain requirements and criteria to be met prior to Account Data being made available to Quovo, Licensee, and Users, including information security and privacy requirements. To the extent Quovo’s ability to obtain Account Data from Institutions or make available such Account Data to Licensee is conditioned upon Licensee meeting such requirements or criteria, Licensee shall not be entitled to receive, and Quovo shall not be required to provide, such Account Data until Licensee has met such requirements and criteria to the satisfaction of Quovo and the applicable Institution.  Quovo will provide normalization of Account Data it retrieves, such as standardizing security identifiers, asset classes, transaction types, and other data; provided, however, that Quovo makes no representation, warranty or guarantee regarding the consistency or quality of such normalization, as data from various Institutions often varies in format and content.

4.5. Third Party Reference Data.  Certain components of the Services may utilize reference data which may be provided by third party vendors or be aggregated from Quovo’s own internal database.  Quovo performs “reasonableness” checks on such reference data, but cannot and does not guarantee the accuracy of any such data. From time to time, Quovo may use reference data to approximate data elements in the Output, and therefore some information reported by Quovo is unlikely to match information derived from other sources.

5. Licensee Obligations.

5.1. Licensee Responsibilities. Licensee acknowledges that Licensee is solely responsible, and that Quovo has no responsibility or liability of any kind, for the content, development, operation, support or maintenance of any Applications or the Licensee Platform. Licensee shall not provide Quovo with any materials relating to its Applications and/or the Licensee Platform, and to the extent that Licensee does so, Quovo shall have no responsibility for any such materials and may destroy them in its sole discretion without notice to Licensee, who shall bear the entire risk of supplying any materials to Quovo.  Without limiting the foregoing, Licensee will be solely responsible for (i) the technical installation and operation of its Applications and/or the Licensee Platform (as applicable); and (ii) creating and displaying information and content on, through or within its Applications and/or the Licensee Platform (as applicable). Licensee will register End Users on the Platform in order to access and use the Services. In connection therewith, Licensee shall ensure that its End Users accept Quovo’s Terms of Use.

5.2. Login and Account Information. You agree and acknowledge that Licensee will be identified by a unique username and password (a “Login”), that may only be used by Licensee Users.  You and Licensee Users are responsible for maintaining the confidentiality of all Login information relating to the Licensee Account.

5.3. Licensee Acknowledgment.  Licensee acknowledges and agrees that Quovo is not a fiduciary, financial institution, financial or investment adviser; or a provider of investment, tax or legal advice; and does not endorse any company, property, product, service, security, or instrument.

5.4. Credit Reporting Requirements.  Licensee shall comply with the federal Fair Credit Reporting Act (15 U.S.C. §1681 et seq.), similar state laws, and all corresponding rules, regulations and administrative requirements thereof (“Credit Reporting Laws”) if Licensee’s use of the Services and the Output in its products and services (collectively, the “Regulated Activities”) are subject to Credit Reporting Laws.  Quovo may monitor the Regulated Activities and request additional information related thereto in order to ensure compliance with Credit Reporting Laws and the terms and conditions hereof. Licensee shall be solely responsible for obtaining express written consent from End Users authorizing Quovo to obtain their Account Data from Institutions and provide it to Licensee for use in the Regulated Activities.

5.5. Insurance.  Licensee shall maintain industry standard insurance coverage during the Term.

5.6. Data Breaches. Licensee shall notify Quovo immediately in writing in the event that Licensee becomes aware of any material breach of its security safeguards or has reason to believe that Confidential Information may have been subject to unauthorized disclosure, access, or use, which notification shall include the following information: (i) the nature of the unauthorized disclosure or use; (ii) Confidential Information that was disclosed or used; (iii) the identity of the person(s) or entity(ies) who received the unauthorized disclosure or made the unauthorized use; (iv) what corrective action Licensee took or will take to prevent further unauthorized disclosures or uses; (v) what Licensee did or will do to mitigate any adverse effect of such unauthorized disclosure or use; and (vi) such other information as Quovo may reasonably request. Furthermore, Licensee shall take all reasonable and appropriate steps (at its expense) to protect Confidential Information in the event of a failure of Licensee’s security safeguards or unauthorized access to Confidential Information from or through Licensee, including the provision of the appropriate or legally required notices to affected persons and government or regulatory agencies (as applicable).

6. Plans and Fees.

6.1. Plans.

6.1.1.  Sandbox Plan.  A subscription to the “Sandbox Plan”, will provide Licensee with access to up to ten (10) Institutions, up to one hundred (100) Credentials, access to Quovo test data and the Quovo API management dashboard. The Sandbox Plan is provided to Licensee by Quovo free of charge.

6.1.2.  Catalyst Plan. A subscription to the “Catalyst Plan”, will provide Licensee with access to over fourteen thousand (14,000) Institutions, up to two thousand (2,000) Credentials, access to Quovo test data and the Quovo API management dashboard.  Licensee agrees to pay Quovo five hundred dollars ($500) per month for its subscription to the Catalyst Plan (“Catalyst Plan Fees”), unless Catalyst Plan Fees are waived by Quovo, which it may do in its sole discretion.

6.2. Payment of Fees. Catalyst Plan Fees are payable by credit card and automatically charged on a monthly basis during the Term (as defined below), in advance, for each month of the Term, and are non-refundable.  Quovo utilizes Stripe, Inc. as a third party payment agent (“Payment Agent”) in order to process the payment of Catalyst Plan Fees, which will be subject to the terms, conditions and privacy policy of Payment Agent in addition to this Agreement.  Licensee hereby authorizes Payment Agent to charge Licensee’s credit card in accordance with this Section 6 until Licensee’s Catalyst Plan subscription terminates. Licensee agrees to promptly update any changes to its credit card payment information (for example, a change in billing address or credit card expiration date) that may occur.  Payment Agent is acting solely as a billing and processing agent for and on behalf of Quovo and shall not be deemed to be providing the Services to Licensee.

6.3. Taxes.  You are also obligated to pay all taxes, fees and other charges imposed by any governmental authority (“Taxes”), including any sales or usage tax (except for New York, California and Washington D.C.), value added tax, and goods and services tax on the Services provided under this Agreement.  You have sole responsibility and liability for (i) determining what, if any, Taxes apply to the sale of your products and services, acceptance of donations, or payments you receive in connection with your use of the Services; and (ii) assessing, collecting, reporting, and remitting Taxes for your business to the appropriate tax and revenue authorities.

7. Term; Termination.

The term (the “Term”) of this Agreement shall commence on the date that the Licensee Account is created and continue (i) on a month-to-month basis in the case of a subscription to the Sandbox Plan; and (ii) on a month-to-month basis, for a maximum period of three (3) months in the case of a subscription to the Catalyst Plan.  If Licensee has a Catalyst Plan subscription and desires to continue using the Licensed Materials for longer than three (3) months, then Licensee must enter into a mutually agreed upon services agreement with Quovo, unless Quovo extends such three (3) month term, which it may do in its sole discretion. This Agreement may be terminated by you by emailing notice of such termination to finance@quovo.com or by Quovo by emailing notice of such termination to you at the email address designated in the Licensee Account.  Upon termination of this Agreement, all licenses granted by Quovo to Licensee under this Agreement shall immediately terminate and Licensee must stop using the Licensed Materials in its Applications and/or the Licensee Platform.

8. Support.

This Agreement does not entitle you to any support for the Licensed Materials.  For technical assistance, you may email help@quovo.com in the event that you have subscribed to the Sandbox Plan, or catalyst@quovo.com in the event that you have subscribed to the Catalyst Plan; provided, however, that we make no representations, warranties or guarantees with respect to the timeliness, accuracy or nature of responses.  You are solely responsible for providing all support and technical assistance to End Users of your Applications and/or the Licensee Platform. You acknowledge and agree that we have no obligation to provide support or technical assistance to any Users, and you shall not represent to any Users that we are available to provide such support.

9. Representations and Warranties; Disclaimer.

9.1. Authority; No Conflicts.  You represent and warrant that (i) the execution, delivery and performance of this Agreement has been authorized by all necessary actions; (ii) does not and shall not contravene or constitute a default under any contract, agreement, decree, order or any other undertaking applicable to you; and (iii) this Agreement is a legal, valid and binding obligation of Licensee, enforceable against you in accordance with its terms.

9.2. Compliance with Laws.  You hereby represent, warrant, and covenant that in performing your obligations and exercising your rights under this Agreement, you will comply in all material respects with all applicable federal, state and local laws (including applicable privacy and data protection laws) (“Applicable Laws”) relating to the Services, Applications and the Licensee Platform, and you will obtain and maintain all permits, licenses, and consents required in connection therewith.

9.3. Non-Infringement.  You represent and warrant that your Applications and the Licensee Platform, the use of such Applications and the Licensee Platform by Users, in accordance with the terms of this Agreement, (i) do not and will not violate, misappropriate or infringe upon the Intellectual Property Rights of any third party; and (ii) are not defamatory, obscene, or in violation of any law, rule, or regulation (including but not limited to applicable policies and laws related to spamming, privacy, and consumer protection).

9.4. Data Security.  You represent, warrant and covenant that as of the date hereof and throughout the Term (i) you have and will continue to have adequate administrative, technical, and physical safeguards in place to ensure the security and confidentiality of all Confidential Information, to protect against anticipated threats or hazards to the integrity of such information and records, and to protect against the unauthorized access or use of such information and records; and (ii) your Applications and the Licensee Platform do not and will not contain or introduce any viruses, malware, Trojan horses, time bombs, or any other similar harmful software (“Malicious Software”) into the Licensed Materials, any User Data, or other data stored or transmitted via the Services.

9.5. Disclaimer.  QUOVO DOES NOT MAKE ANY, AND EXPRESSLY DISCLAIMS ALL WARRANTIES, REPRESENTATIONS, CONDITIONS, OR GUARANTIES, WHETHER EXPRESS OR IMPLIED, INCLUDING ANY IMPLIED WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR NONINFRINGEMENT. ANY OUTPUT OR OTHER DATA PROVIDED AS PART OF THE SERVICES IS PROVIDED “AS IS” AND “AS AVAILABLE”, WITHOUT WARRANTY OF ANY KIND FROM QUOVO. YOU EXPRESSLY ACKNOWLEDGE AND AGREE THAT YOUR USE OF THE LICENSED MATERIALS, OR ANY DATA PROVIDED BY QUOVO IS AT YOUR SOLE RISK, EXCEPT AS OTHERWISE SET FORTH IN THIS AGREEMENT.  QUOVO DOES NOT WARRANT THE COMPREHENSIVENESS, COMPLETENESS, CORRECTNESS, LEGALITY, OR ACCURACY OF THE DATA, OR THAT AGGREGATED DATA IS OR WILL BE AVAILABLE FROM ALL DATA SOURCES, OR THAT THE SERVICES WILL BE SECURE, UNINTERRUPTED OR ERROR FREE. QUOVO DOES NOT WARRANT THAT THE DATA RETRIEVED BY IT FROM A THIRD PARTY IS FIT FOR ANY PARTICULAR PURPOSE, ACCURATE, COMPREHENSIVE, OR COMPLETE, OR THAT DATA IS OR WILL BE AVAILABLE FROM ALL PROSPECTIVE THIRD PARTY DATA SOURCES OR WILL CONTINUE TO BE AVAILABLE FROM ANY PARTICULAR THIRD PARTY DATA SOURCE. YOU ARE SOLELY RESPONSIBLE FOR ANY DAMAGE TO YOUR APPLICATIONS, COMPUTER SYSTEMS OR OTHER DEVICES OR LOSS OF DATA THAT RESULTS FROM YOUR USE OF THE LICENSED MATERIALS, OR USER DATA, INCLUDING DUE TO UNAUTHORIZED USERS (SUCH AS HACKERS) OR MALICIOUS SOFTWARE.

10. Intellectual Property.

10.1. Quovo Ownership.  Except for the limited licenses and rights expressly granted under this Agreement, Quovo and its third party vendors and licensors (as applicable) own all Intellectual Property Rights in and to the Licensed Materials and any other products or services (and any portion thereof) used to provide the Services hereunder, along with source code, object code or underlying structure, ideas or algorithms, documentation, data, Updates or derivative works related to any of the foregoing.

10.2. Feedback. Licensee agrees that any feedback or ideas it provides to Quovo regarding the Licensed Materials or any suggested improvements thereto (collectively, “Feedback”) will be the exclusive property of Quovo. To the extent Licensee owns any rights in the Feedback, Licensee hereby assigns to Quovo all right, title and interest in and to the Feedback.  Licensee agrees to perform all acts reasonably requested by Quovo to perfect and enforce such rights.

10.3. Publicity. Licensee may not use Quovo’s name, trademarks, logos, or service marks in its vendor/partner lists, on its website or in any press release, advertising materials or other media without Quovo’s prior written consent.

11. Confidentiality.

Licensee may use Confidential Information only to the extent necessary to exercise its rights under this Agreement. Subject to the express permissions set forth herein, Licensee may not disclose Confidential Information to a third party without the prior express consent of Quovo, provided in writing or by email.  Licensee agrees that it will hold Confidential Information in the strictest confidence and protect Confidential Information from unauthorized use, access, or disclosure in the same manner that Licensee would protect its own confidential and proprietary information of a similar nature, and in any event, with no less than a reasonable degree of care.  You acknowledge and agree that there can be no adequate remedy at law for any breach of your obligations under this Section 11. Therefore, upon any such breach or threatened breach by you, Quovo will be entitled to appropriate equitable relief (without the necessity of proving actual damages or posting a bond), in addition to whatever remedies it may have at law.

12. Indemnification.

To the fullest extent permitted by applicable law, Licensee agrees to indemnify, defend and hold harmless Quovo and its officers, directors, agents, third party vendors, and employees (individually and collectively, the “Quovo Parties”) from and against any losses, liabilities, claims, demands, damages, expenses or costs (“Claims”) arising out of or related to (i) the use of the Licensed Materials by Licensee or any Users; (ii) Applications, the Licensee Platform or Feedback; (iii) Licensee’s violation of this Agreement; (iv) Licensee’s violation, misappropriation or infringement of any rights of any person or entity (including Intellectual Property Rights or privacy rights); or (v) Licensee’s violation of any Applicable Laws, including, without limitation, the violation of any privacy laws that apply to Licensee’s collection, storage, or processing of User Data, including, but not limited to, data breaches. You agree to cooperate with Quovo Parties in defending third party Claims and pay all fees, costs and expenses associated with defending such Claims (including, but not limited to, attorneys’ fees). You also agree that the Quovo Parties will have control of the defense or settlement, at Quovo’s sole option, of any third party Claims. This indemnity is in addition to, and not in lieu of, any other indemnities set forth in a written agreement between you and Quovo or the other Quovo Parties.

13. Limitation of Liability.

TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, QUOVO AND THE OTHER QUOVO PARTIES WILL NOT BE LIABLE TO YOU UNDER ANY THEORY OF LIABILITY, WHETHER BASED IN CONTRACT, TORT, NEGLIGENCE, STRICT LIABILITY, WARRANTY, OR OTHERWISE, FOR ANY INDIRECT, CONSEQUENTIAL, EXEMPLARY, INCIDENTAL, PUNITIVE OR SPECIAL DAMAGES OR LOST PROFITS, EVEN IF QUOVO OR THE OTHER QUOVO PARTIES HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.  THE TOTAL LIABILITY OF QUOVO AND THE OTHER QUOVO PARTIES FOR ANY CLAIM ARISING OUT OF OR RELATING TO THESE TERMS OR OUR SERVICES, REGARDLESS OF THE FORM OF THE ACTION, IS LIMITED TO FIVE HUNDRED DOLLARS ($500).

THE LIMITATIONS SET FORTH IN THIS SECTION 13 WILL NOT LIMIT OR EXCLUDE LIABILITY FOR THE GROSS NEGLIGENCE, FRAUD OR INTENTIONAL MISCONDUCT OF QUOVO OR THE OTHER QUOVO PARTIES OR FOR ANY OTHER MATTERS IN WHICH LIABILITY CANNOT BE EXCLUDED OR LIMITED UNDER APPLICABLE LAW.  IN SUCH STATES OR JURISDICTIONS, THE LIABILITY OF QUOVO AND THE OTHER QUOVO PARTIES TO YOU SHALL BE LIMITED TO THE FULLEST EXTENT PERMITTED BY LAW.

14. General Provisions.

14.1. Notices.  All notices hereunder shall be in writing and deemed to be properly given (i) upon personal delivery; (ii) when sent, if sent by email during normal business hours of the recipient, and if not sent during normal business hours, then on the recipient’s next business day; or (iii) if provided via overnight courier or registered or certified mail, upon confirmation of receipt.  Notices to Licensee shall be sent to the email address or mailing address provided in Licensee’s account. Notices to Quovo may be sent to info@quovo.com with a hard copy sent to the following address: Quovo, Inc., Attn: Legal Department, 54 West 21st Street, 2nd Floor, New York, NY 10010.

14.2. Arbitration and Class Action Waiver.

14.2.1. Arbitration of Disputes.  Any dispute, claim or controversy arising out of or relating to (i) statutory or common law claims; (ii) the breach, termination, enforcement, interpretation or validity of any provision of this Agreement; or (iii) the determination of the scope or applicability of your agreement to arbitrate any dispute, claim or controversy originating from this Agreement; but specifically excluding any dispute principally related to either party’s intellectual property or a breach of confidentiality obligations contained herein (which such dispute will be resolved in litigation before the United States District Court for the Southern District of New York), will be determined by arbitration in New York, New York.  If, for any reason, a claim or dispute proceeds in court rather than through arbitration, each party knowingly and irrevocably waives any right to trial by jury in any action, proceeding or counterclaim arising out of or relating to this Agreement or any of the transactions contemplated between the parties. Licensee agrees to first contact Quovo and attempt to resolve the claim informally by sending a written notice of Licensee’s claim (“Notice”) to Quovo by email at info@quovo.com and by overnight courier (with delivery confirmation) addressed to Quovo, Inc., Attn: Legal Department, 54 West 21st Street, 2nd Floor, New York, New York, 10010.  The Notice must (i) include Licensee’s name, address, email address, and telephone number; (ii) describe the nature and basis of the claim; and (iii) set forth the specific relief sought. Quovo’s notice to Licensee will be similar in form to that described above. If the parties cannot reach an agreement to resolve the claim within thirty (30) days after such Notice is received, then either party may submit the dispute to binding arbitration administered by JAMS or, under the limited circumstances set forth above, in court. All disputes submitted to JAMS will be resolved through confidential, binding arbitration before one arbitrator. Arbitration proceedings will be held in New York, New York, in accordance with the JAMS Streamlined Arbitration Rules and Procedures (“JAMS Rules”). The most recent version of the JAMS Rules is available on the JAMS website and are hereby incorporated by reference. Licensee either acknowledges and agrees that it has read and understands the JAMS Rules or waives its opportunity to read the JAMS Rules and waives any claim that the JAMS Rules are unfair or should not apply for any reason.

14.2.2. Federal Arbitration Act. The parties agree that this Agreement affects interstate commerce and that the enforceability of this Section 14.2 will be substantively and procedurally governed by the Federal Arbitration Act, 9 U.S.C. § 1, et seq. (the “FAA”), to the maximum extent permitted by applicable law. As limited by the FAA, this Agreement and the JAMS Rules, the arbitrator will have exclusive authority to make all procedural and substantive decisions regarding any dispute and to grant any remedy that would otherwise be available in court, including the power to determine the question of arbitrability. The arbitrator may conduct only an individual arbitration and may not consolidate more than one individual or Entity’s claims, preside over any type of class or representative proceeding or preside over any proceeding involving more than one individual or Entity (as applicable).

14.2.3. Adjudication. The arbitrator, Quovo, and Licensee will maintain the confidentiality of any arbitration proceedings, judgments and awards, including, but not limited to, all information gathered, prepared and presented for purposes of the arbitration or related to the dispute(s) therein. The arbitrator will have the authority to make appropriate rulings to safeguard confidentiality, unless applicable law provides to the contrary. The duty of confidentiality does not apply to the extent that disclosure is necessary to prepare for or conduct the arbitration hearing on the merits, in connection with a court application for a preliminary remedy or in connection with a judicial challenge to an arbitration award or its enforcement, or to the extent that disclosure is otherwise required by law or judicial decision.

14.2.4. Service of Process. Each party hereby irrevocably and unconditionally consents to service of process through personal service at their corporate headquarters, registered address, or primary address (for individuals or sole proprietors). Nothing in this Agreement will affect the right of any party to serve process in any other manner permitted by applicable law.

14.2.5. Class Action Waiver. To the fullest extent permitted by applicable law, each of the parties agrees that any dispute arising out of or in connection with this Agreement, whether in arbitration or in court, will be conducted only on an individual basis and not in a class, consolidated or representative action.

14.2.6. Fees. The parties agree that for any arbitration Licensee initiates, Licensee will pay the filing fee and Quovo will pay the remaining JAMS fees and costs. For any arbitration initiated by Quovo, Quovo will pay all JAMS fees and costs. The parties agree that the state or federal courts of the State of New York and the United States sitting in New York, New York shall have exclusive jurisdiction over any appeals and the enforcement of an arbitration award.

14.2.7. Limitation. Any claim arising out of or related to this Agreement must be filed within one (1) year after such claim arose; otherwise, the claim is permanently barred, which means that neither party will have the right to assert the claim.

14.2.8. Severability. If any portion of this Section 14.2 is found to be unenforceable or unlawful for any reason, (i) the unenforceable or unlawful provision shall be severed from this Agreement; (ii) severance of the unenforceable or unlawful provision shall have no impact whatsoever on the remainder of this Section 14.2 or the parties’ ability to compel arbitration of any remaining claims on an individual basis pursuant to this Section 14.2; and (iii) to the extent that any claims must therefore proceed on a class, collective, consolidated, or representative basis, such claims must be litigated in a civil court of competent jurisdiction and not in arbitration, and the parties agree that litigation of those claims shall be stayed pending the outcome of any individual claims in arbitration. Furthermore, if any part of this Section 14.2 is found to prohibit an individual claim seeking public injunctive relief, that provision will have no effect to the extent such relief is allowed to be sought out of arbitration, and the remainder of this Section 14.2 will be enforceable.

14.3. Governing Law; Venue.  This Agreement shall be governed by and construed in accordance with the laws of the State of New York, without regard to its provisions governing conflicts of law.  The parties hereby consent to the exclusive jurisdiction of the state and federal courts located in New York County in the State of New York in connection with any dispute based on or arising out of this Agreement that is not subject to arbitration.

14.4. Third Party Beneficiaries.  Licensee agrees that Quovo’s third party vendors may rely upon any provisions in this Agreement relating to data access and use, intellectual property, disclaimer of warranties, limitation of liability, and indemnification, and that such third party vendors are, for purposes of such provisions, third party beneficiaries of this Agreement, with the power to enforce such provisions as applicable.

14.5. Independent Contractors.  The relationship of the parties is that of independent contractors.  Nothing in this Agreement will be deemed to create an association, partnership, joint venture, agency or employer and employee relationship between the parties.  Neither party shall have any authority to act for or to bind the other party in any manner.

14.6. No Exclusivity.  This Agreement is not an agreement for exclusive dealing by either party.  Quovo has the right to provide similar services to other clients, and Licensee has the right to procure similar services from other vendors.

14.7. Severability; Remedies.  If any part of this Agreement is found to be invalid, illegal or unenforceable for any reason, then all other parts nevertheless remain valid, legal and enforceable.  To the extent permitted by law, the rights and remedies in this Agreement are cumulative and not exclusive of any other right or remedy that might be available under the law.  If either party fails to require the other party to perform any provision of this Agreement, such failure does not prevent such party from later enforcing such provision.

14.8. Waiver.  The waiver by either party of a breach of, or a default under, any provision of this Agreement, shall be in writing and shall not be construed as a waiver of any subsequent breach of, or default under, the same or any other provision of this Agreement, nor shall any delay or omission on the part of either party to exercise or avail itself of any right or remedy that it has or may have hereunder operate as a waiver of any right or remedy.

14.9. Assignment.  Neither party may assign or delegate any of its rights or obligations under this Agreement without the other party’s prior written consent; provided, however, that Quovo may assign this Agreement in connection with an acquisition, merger, corporate reorganization, or sale or transfer of all or substantially all of its assets without obtaining your consent.  This Agreement shall inure to the benefit of, and shall be binding upon, the parties’ successors and permitted assigns.

14.10. Survival.  Termination or expiration of this Agreement does not release either Party from obligations that, either expressly, or by their nature, survive termination or expiration hereof.  Sections 1, 6, 7 and 9 through 14 shall survive the termination or expiration of this Agreement.

14.11. Entire Agreement; Amendment. This Agreement, including any and all schedules and exhibits hereto, supersede all prior or contemporaneous discussions, proposals, negotiations, agreements and communications, between the parties regarding the subject matter hereof, and constitutes the entire agreement between the parties concerning the subject matter hereof.  No amendment of this Agreement shall be valid unless in writing and duly executed by both parties.

 

Exhibit A – Services

1. Authentication.

a. Authentication.  Quovo will provide Licensee with Account linking and data exchange services through the Platform for use by End Users.

b. Account Linking.  In order to allow Quovo to retrieve Account Data, Licensee and/or End Users will provide Quovo with certain information, such as login credentials for online access portals and letters of authorization.  Quovo will use such information to successfully establish a link between an End User and an Institution (a “Connection”) in order to provide ongoing access to Accounts and to retrieve Account Data.

c.  Data Retrieval.  Quovo will retrieve Account Data via Connections (when initially linked and on an ongoing basis) for purposes of verifying End Users’ ownership of Accounts.

d. The Quovo API and Connect Widget.  Licensee will have access to the Quovo API provided in the Services for Connections, Account Data management, retrieving the Output and the following endpoints: accounts, auth, challenges, connections, institutions, me, microdeposit_accounts, sync, terms_of_use, tokens, ui_tokens and users.  Licensee may elect to use the JavaScript widget “Connect” via the Quovo API.

2. Aggregation.

a. Aggregation.  Quovo will provide Licensee with data aggregation and analysis services through the Platform for use by End Users.  Quovo will retrieve or sync Account Data on an ongoing basis.  Such Account Data will be maintained and normalized.

b. Account Linking.  In order to allow Quovo to retrieve Account Data, Licensee and/or End Users will provide Quovo with certain information, such as login credentials for online access portals and letters of authorization.  Quovo will use such information to successfully establish a Connection in order to provide ongoing access to Accounts and to retrieve Account Data.

c. Data Retrieval.  Quovo will retrieve Account Data via Connections when initially linked and on an ongoing basis. Account Data may include information such as current balances and positions, historical transactions, and other information.

d. The Quovo API and Connect Widget.  Licensee will have access to the Quovo API provided in the Services for Connections, Account Data management, retrieving the Output and the following endpoints: accounts, challenges, connections, extras, holdings, institutions, me, sync, terms_of_use, tokens, transactions, ui_tokens and users.  Licensee may elect to use the JavaScript widget “Connect” via the Quovo API.