Date Last Revised: April 18, 2018
These TPP Terms of Service ("Agreement") represent a legal and binding agreement between Salt Edge Inc., including its respective affiliates, related companies, unaffiliated partners and/or licensors (together herein referred to as "Salt Edge"), and the licensed payment service provider ("TPP") and govern TPP’s access to and use of the Services (as defined below) provided by Salt Edge on behalf of the respective ASPSP (as defined below). By accessing and using the Services TPP agrees to be bound by the terms and provisions of this Agreement. TPP shall not use the Services if TPP does not agree to all of the terms and provisions of this Agreement.
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. "Account Contract" means the contract between User and ASPSP which governs the future execution of individual and successive Payment Transactions and which may contain the obligation and conditions for setting up a Payment Account.
1.2. "Account Information Service" means an online service to provide consolidated information on one or more Payment Accounts held by the User with either another payment service provider or with more than one payment service provider.
1.3. "AISP" means account information service provider, a registered payment service provider that provides Account Information Services.
1.4. "Applicable Laws" means:
- the GDPR and any other similar or equivalent laws, regulations or rules in force from time to time relating to the privacy, processing and use of Personal Data;
- the PSD2 and all laws or regulations in force from time to time in ASPSP’s jurisdiction giving effect to PSD2; and
- all laws, statutes, rules, regulations, decrees, orders or directives in force from time that are applicable to the Services contemplated in this Agreement.
1.5. "ASPSP" means account servicing payment service provider, a payment service provider (such as bank, credit institution or electronic money institution) that provides and maintains a Payment Account for User.
1.6. "Authenticator" means the mobile application Priora Authenticator that may be provided by Salt Edge to User as a strong customer authentication solution compliant with PSD2 requirements.
1.7. "Confidential Information" has the meaning given to it in Section 15.1.
1.8. "Consent" of User means any freely given, specific, informed and unambiguous indication of User’s wishes by which he or she, by a statement or by a clear affirmative action, signifies agreement to the actions to be performed by an AISP or PISP for the purpose of providing Account Information Services or Payment Initiation Services, respectively, to User.
1.9. "Controller" means the natural or legal person, public authority, agency or other body which, alone or jointly with others, determines the purposes and means of the processing of User’s Personal Data.
1.10. "Force Majeure" has the meaning given to it in Section 17.1.
1.11. "GDPR" means the General Data Protection Regulation (EU) 2016/679.
1.12. "Intellectual Property Rights" means all industrial and other intellectual property rights comprising or relating to: (i) patents; (ii) trademarks; (iii) Internet domain names, whether or not trademarks, registered by any authorized private registrar or governmental authority, web addresses, web pages, website and URLs; (iv) 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; (v) trade secrets; and (vi) 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. "Maintenance and Support Services" has the meaning given to it in Section 4.2.
1.14. "Metadata" means all ancillary information, usage data, service data, relationships, trends, metrics, logs and all other information derived from use of the Services and Priora Compliance Platform.
1.15. "Payment Account" means an account held in User’s name by ASPSP which is used for the execution of Payment Transactions.
1.16. "Payment Account Data" means data relating to User’s Payment Account, particularly:
- account holder information (including without limitation name, address, email, phone number);
- account information (including without limitation account number, type, currency, balance); and
- transactions information (including without limitation transaction amount, date, description, currency).
1.17. "Payment Initiation Service" means a service to initiate a Payment Order at User’s request with respect to User’s Payment Account held at another payment service provider without directly accessing the Payment Account or using a debit/credit card.
1.18. "Payment Order" means an instruction by User to ASPSP requesting the execution of a Payment Transaction.
1.19. "Payment Transaction" means an act initiated by User or on User’s behalf of placing, transferring or withdrawing funds from User’s Payment Account.
1.20. "Personal Data" means any information relating to an identified or identifiable natural person; an identifiable natural person is one who can be identified, directly or indirectly, in particular by reference to an identifier such as a name, an identification number, location data, an online identifier or to one or more factors specific to the physical, physiological, genetic, mental, economic, cultural or social identity of that natural person. Personal Data includes, but is not limited to, Payment Account Data and Personalized Security Credentials.
1.21. "Personal Data Breach" means a breach of security leading to the accidental or unlawful destruction, loss, alteration, unauthorized disclosure of, or access to, Personal Data transmitted, stored or otherwise processed.
1.22. "Personalized Security Credentials" means personalized features provided by ASPSP to User for the purposes of authentication, including without limitation username, password, access number, security questions and answers, token/SMS codes, multifactor information, device information.
1.23. "PISP" means payment initiation service provider, an authorized payment service provider that provides Payment Initiation Services.
1.24. "Priora Compliance Platform" means the Website, Priora SaaS, SDKs, Authenticator (optionally) and any and all materials, documentation, articles, guidelines, API reference, implementation examples, test suites, instructions, technical publications, specifications, technical guides and release notes prepared and/or provided by Salt Edge to TPP in connection with using the Services.
1.25. "Priora SaaS" means a unified API gateway designed by Salt Edge to ensure compliance with PSD2 requirements. Priora SaaS for TPP consists of: (i) various APIs made available to, or intended to be used by, TPP; and (ii) dashboard for TPP.
1.27. "processing" or "to process" or "processed" (used in any form as applicable) means any operation or set of operations which is performed on Personal Data or on sets of Personal Data, whether or not by automated means, such as collection, recording, organization, structuring, storage, adaptation or alteration, retrieval, access, consultation, use, disclosure by transmission, dissemination or otherwise making available, alignment or combination, restriction, erasure or destruction.
1.28. "Processor" means a natural or legal person, public authority, agency or other body which processes User’s Personal Data on behalf of the Controller.
1.29. "PSD2" means the Revised Payment Services Directive (EU Directive 2015/2366), together with all regulatory technical standards, codes of practice, guidelines and/or formal interpretations issued by a regulator in ASPSP’s jurisdiction.
1.30. "Salt Edge Technology" means any and all technology, including all software tools, hardware designs, algorithms, user interface designs, architecture, source code, object code, class libraries, databases, specifications, objects and documentation (both printed and electronic), design, structure, know-how, business methods, and related Intellectual Property Rights, whether owned by Salt Edge or licensed to Salt Edge from a third party licensor.
1.31. "Services" has the meaning given to it in Section 4.1.
1.32. "Special Categories of Personal Data" means Personal Data revealing racial or ethnic origin, political opinions, religious or philosophical beliefs, or trade union membership, and genetic data, biometric data, data concerning health or data concerning a natural person's sex life or sexual orientation.
1.33. "Term" means the period of time between the date when TPP subscribes for the Services and the termination date of this Agreement.
1.34. "Territory" means the geographical region of the European Economic Area.
1.35. "TPP" means a third party provider, such as AISP or PISP.
1.36. "TPP Application" means web, desktop and/or mobile application made available by or on behalf of TPP that is used or intended to be used by User for the purpose of receiving Account Information Services and/or Payment Initiation Services via that application.
1.37. "User" means a natural or legal person who holds a Payment Account with the respective ASPSP that is accessible online.
1.38. "User Terms of Service" means Salt Edge’s terms of service for Users as set out at https://priora.saltedge.com/pages/min_terms_of_service_end_user, as the same may be amended from time to time for the purpose of compliance with changes in the Applicable Laws and/or good industry practice.
1.39. "Website" means Salt Edge’s website at https://priora.saltedge.com and all related subdomains and any other linked pages, features, or content offered from time to time by Salt Edge.
2. RELATIONSHIP OF SALT EDGE AND TPP
Salt Edge and TPP acknowledge and agree that in connection with the Services provided under this Agreement:
- in terms of GDPR, both the TPP and respective ASPSP act as independent Controllers of Personal Data and Salt Edge acts as Processor of Personal Data processed in connection with this Agreement on behalf of the respective ASPSP; and
- in terms of PSD2, Salt Edge acts as a third party service provider to whom the respective ASPSP has outsourced the provision of certain operations and functions that ensure compliance with the requirements of PSD2, in particular, the provision of access to Payment Accounts through a dedicated interface, and TPP acts as AISP and/or PISP, as applicable.
3. LICENCE TERMS
3.1. License Grant: The Priora Compliance Platform and Services are protected by copyright, trade secret, and other intellectual property laws. Subject to the provisions of this Agreement Salt Edge hereby grants TPP a limited, non-assignable, non-transferable, revocable, non-sublicensable, individual and non-exclusive license and right to access and use the Priora Compliance Platform and Services during the Term for the express purpose of: (i) integrating, testing, maintaining and supporting the TPP Application that will make use of or interface with the Priora Compliance Platform; and (ii) allowing TPP access to User’s Payment Account through the Services in compliance with PSD2 requirements for the purposes of provision by TPP of Account Information Services and/or Payment Initiation Services, as applicable, to User through the TPP Application. Except for rights expressly granted to TPP hereunder, Salt Edge reserves all other rights, title and interest in and to the Priora Compliance Platform, Services and all underlying Salt Edge Technology used to provide the Services. TPP acknowledges that only Salt Edge shall have the right to maintain, enhance or otherwise modify the Priora Compliance Platform, Services and the underlying Salt Edge Technology, unless specific permissions are granted to TPP in a separate agreement with Salt Edge.
3.2. Territory: TPP acknowledges and agrees that only Users and TPPs from the Territory shall be allowed access to the Services.
3.3. Restrictions: TPP shall use the Priora Compliance Platform and Services solely as contemplated in this Agreement. Without limiting any other provision of this Agreement, TPP agrees that TPP shall not (and will not allow any third party to, including without limitation Users), either directly or indirectly:
- 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 Priora Compliance Platform and Services or otherwise make the Priora Compliance Platform and Services available to any third party, including making the Priora Compliance Platform available through any method or any application hosting service, save as expressly permitted by this Agreement;
- modify, translate, reverse engineer, decrypt, decompile, decode, disassemble, or create derivative works based on Salt Edge Technology (including without limitation Priora Compliance Platform and other software), undertake any benchmark trials using all or any part of the Priora Compliance Platform, or in any other way try to procure the human decipherable form of the Priora Compliance Platform, except to the extent expressly agreed upon in writing by Salt Edge with TPP or to the extent the foregoing restrictions are expressly prohibited by Applicable Laws notwithstanding a contractual provision to the contrary;
- circumvent any user limits or other use restrictions that are built into the Priora Compliance Platform and Services;
- breach, override or otherwise circumvent any authentication or security mechanisms;
- remove or obliterate any proprietary notices, ownership labels, classified legends or marks from the Priora Compliance Platform and Services;
- indulge in any action with the Priora Compliance Platform and Services that meddles with, disturbs, destroys, or accesses in an unlawful way the server networks, connections, systems, records, or other assets, tools or services of Salt Edge or any related third party;
- transmit any worms, viruses, Trojan horses, or any other malware, disruptive or harmful software or data through TPP’s access to, or use of, the Priora Compliance Platform and Services;
- use the Priora Compliance Platform, Services or any part thereof for any unlawful or fraudulent purpose or otherwise in any way not permitted by this Agreement; or
- access the Priora Compliance Platform and Services in order to: (i) build a competitive product or service; or (ii) copy any ideas, features, functions or graphics of the Priora Compliance Platform or Services.
4.1. Services: During the Term of this Agreement Salt Edge shall provide the following services ("Services") to TPP in accordance with and subject to the terms and conditions set forth in this Agreement and as further described in this Agreement:
- testing environment for integration of TPP Application with Priora SaaS, access via a dedicated interface to User’s Payment Account for the purpose of providing Account Information Services (for AISP) and/or Payment Initiation Services (for PISP) to User via the TPP Application, detailed documentation for dedicated interface integration with examples in various languages, dashboard with various management tools (view of Consent provided by User, incident reporting and monitoring of dedicated interface availability); and
- such other related services as may be expressly agreed between TPP and Salt Edge from time to time in writing.
4.2. Maintenance and Support Services: During the Term of this Agreement Salt Edge shall provide the following maintenance and support services ("Maintenance and Support Services") to TPP in accordance with and subject to the terms and conditions set forth in this Agreement:
- technical support during integration of TPP Application with Priora SaaS and testing offered to TPP as part of the onboarding process;
- follow-up technical support for Priora Compliance Platform and Services; and
- ongoing maintenance for all Priora Compliance Platform components, including regulatory, security and compliance updates, and versioning of all the APIs within the Priora Compliance Platform.
5. TPP ONBOARDING
5.1. Onboarding Requirements: The first step in onboarding the TPP Application is to undergo the review and approval process carried out by Salt Edge. TPP agrees to cooperate with Salt Edge in the TPP Application submission and review process, including but not limited to replying to any questions and providing information and data reasonably required by Salt Edge to establish TPP’s compliance with the terms and provisions of this Agreement and the Applicable Laws. TPP acknowledges and understands that before proceeding to integration and testing TPP must meet several prerequisites in order to be successfully onboarded as a TPP, including without limitation the following:
- TPP must hold a valid license for the provision of Account Information Services and/or Payment Initiation Services issued by the relevant supervisory authority or regulatory body in TPP’s jurisdiction; and
- TPP must obtain a valid PSD2 compliant certificate (for example, eIDAS certificate) ("TPP Certificate"), for the purpose of authenticating the TPP Application to the Priora SaaS.
5.2. Integration and Testing: Upon completion of the review process, TPP shall proceed with the integration of TPP Application with the Priora SaaS. Salt Edge shall provide technical support and assistance reasonably required by TPP during integration and testing stages. When testing has been finalized, TPP may begin using the Services in live mode.
5.3. Access Credentials: As part of the authentication requirements to access and use the Priora Compliance Platform and Services TPP shall use: (i) unique access tokens created by Salt Edge for TPP and licensed by Salt Edge to TPP ("Access Tokens") in order to be able to access and use the Priora Compliance Platform; and (ii) unique credentials created by each TPP’s staff member authorized to access and use the Services on TPP’s behalf ("Staff Credentials"). TPP acknowledges and agrees that TPP shall:
- only access and use the Priora Compliance Platform and Services through Access Tokens and Staff Credentials (together, "Access Credentials"). TPP shall not sub-license, lease, sell, rent, disclose, share, distribute, publish or assign any Access Credentials provided to, or used by, TPP under this Agreement to any third party, save as otherwise expressly provided in this Agreement;
- be solely responsible for any actions performed with or using the Priora Compliance Platform and Services and in TPP’s dashboard using the Access Credentials; all such actions shall be deemed to be performed by TPP; and
- comply with any changes in the access requirements that Salt Edge may apply at any time and from time to time, with reasonable advance written notice given to TPP, by adding additional methods and/or criteria of authentication or changing the existing ones in order to comply with security requirements or changes in the Applicable Laws.
6. ACCESS TO THE SERVICES
6.1. Permission: TPP acknowledges and agrees that TPP may only access and use the Priora Compliance Platform and Services through the TPP Application. TPP shall identify itself with the TPP Certificate towards Salt Edge for each communication session (in the case of AISP) and/or Payment Order initiation (in the case of PISP) through the Priora SaaS. TPP also acknowledges that TPP’s access to User’s Payment Account through the Services shall be conditional upon successful User’s authentication, through Authenticator or some other authentication mechanism implemented by the respective ASPSP, where strong customer authentication is applied by the respective ASPSP in accordance with PSD2.
6.2. Restrictions: TPP acknowledges that TPP shall not (nor allow any third party to), either directly or indirectly:
- engage in any behavior that could harm the technical infrastructure or systems of the Services;
- engage in any activities that would result in disruption of the Services;
- engage in any activities that would bring the Services into disrepute;
- use the Services for any activity that is contrary to the provisions of the Applicable Laws;
- try to have any unauthorized access to the Services, the associated servers, networking, systems, data or any other services of Salt Edge or any related third party; or
- engage in any activities that would result in foreseeable damage to the reputation of the respective ASPSP, Salt Edge and/or its affiliates.
6.3. TPP Application Requirements: Subject to the terms of this Agreement, TPP may only use the Services to provide Account Information Services and/or Payment Initiation Services, as applicable, to Users via the TPP Application as long as:
- in case if the TPP Application is disseminated in the code form in which it was sourced, the Access Credentials shall not be included in, disseminated, disclosed or otherwise made available through, the TPP Application source code;
- as a condition to using the Account Information Services and/or Payment Initiation Services, as applicable, TPP obtains User’s Consent prior to the provision of such services and transmits the details of the Consent, including without limitation scope, timestamp and, if applicable, validity period, to Salt Edge for the purpose of providing the Services; TPP shall be solely responsible for implementing the procedure by which User shall be able to give and withdraw Consent in accordance with PSD2 and of verifying the authenticity of such Consent;
- TPP shall be solely liable for any liability arising from: (i) any development, use, support, distribution of or access to the TPP Application; and (ii) TPP’s processing of any Personal Data acquired or accessed through the Services;
- TPP shall at all times comply with the Applicable Laws;
- TPP shall not use the TPP Application to perpetrate any felony, fraud, or other illegal action; and
- TPP will not include any material in the TPP Application that that would suggest that the TPP Application has been reviewed or endorsed by Salt Edge and/or the respective ASPSP.
6.4. Alterations and Updates: Salt Edge retains the exclusive right to modify or update the Priora Compliance Platform and Services or to terminate specific services delivered via Priora Compliance Platform at any time in its exclusive determination by providing reasonable advance notice to TPP by email or through the Services whenever feasible. Salt Edge shall inform TPP of any planned breaking changes or upgrades relating to the dedicated interface of the Priora SaaS 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 security or regulatory updates to the dedicated interface of the Priora SaaS, Salt Edge shall notify TPP by email or through the Services as soon as reasonably practicable.
6.5. Open Source: Some software packages, archives, or parts of the Priora Compliance Platform may be authorized under an open source software permit ("Open Source Components"). TPP understands that TPP’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. Salt Edge has not incorporated or otherwise used any Open Source Components, in whole or in part, in the Priora Compliance Platform in any manner that requires or has as a condition of use of such Open Source Components that the Priora Compliance Platform be: (i) disclosed or distributed in source code form; (ii) licensed for the purpose of making derivative work(s); (iii) redistributable at no or minimal charge; or (iv) that otherwise imposes any limitation, restriction or condition on the right or ability of Salt Edge to make use of or distribute the Priora Compliance Platform.
6.6. Metadata Ownership: TPP acknowledges and agrees that Salt Edge retains ownership of all Metadata. Salt Edge shall at all times ensure that it does not use the Metadata which is capable of identifying an individual User for any purpose other than the provision of the Services and related internal (support, management, audit) and regulatory compliance uses. For the avoidance of doubt, nothing in this Agreement, including this Section 6.6, shall restrict Salt Edge from using any Metadata in anonymized and aggregated form both during and after the Term for any purpose, including without limitation enabling access to such anonymous aggregate Metadata on a commercial basis. To the extent Salt Edge decides in its sole discretion to make Metadata or any portion thereof available to TPP, TPP may only use such Metadata internally to improve TPP’s services, provide technical assistance and for troubleshooting.
6.7. Acknowledgements: TPP acknowledges and agrees that:
- TPP shall be solely responsible for any liability arising from TPP’s provision of Account Information Services and/or Payment Initiation Services, as applicable, to User via the TPP Application;
- User can’t revoke a Payment Transaction through the Services. The manner in which a Payment Transaction can be revoked, and the terms and conditions that apply, including any refund rights, shall be governed exclusively by the Account Contract and not this Agreement;
- PISP or, where appropriate, User and/or respective ASPSP, shall assume full liability in accordance with PSD2 for the correct execution of a Payment Transaction initiated through the Services, including, in particular, the full amount of the Payment Transaction and execution time, or non-execution, defective or late execution of a Payment Transaction, unless such liability arises directly from a breach by Salt Edge of this Agreement, a technical breakdown or some other deficiency of the Services for which Salt Edge is responsible;
- PISP or, where appropriate, User and/or respective ASPSP, shall assume full liability in accordance with PSD2 for any unauthorized Payment Transaction initiated through the Services, unless such liability arises directly from a breach by Salt Edge of this Agreement, a technical breakdown or some other deficiency of the Services for which Salt Edge is responsible;
- AISP shall be solely responsible for any liability arising from AISP’s unauthorized or fraudulent access to or unauthorized or fraudulent use of Payment Account information through the Services; and
- PISP shall be solely responsible for any liability arising from PISP’s unauthorized or fraudulent access to the Payment Account or PISP’s unauthorized or fraudulent initiation of a Payment Order through the Services.
7. PRIORA SAAS ACCESS TERMS
7.1. AISP Access Terms: AISP shall be able to access Payment Account Data from the designated Payment Account(s) through the Priora SaaS for the purpose of providing Account Information Services to User in either of the following circumstances:
- whenever the User is actively requesting such information; or
- where the User does not actively request such information, no more than four (4) times in a twenty-four (24) hour period.
7.2. PISP Access Terms: PISP shall be able to access information from the designated Payment Account(s) through the Priora SaaS for the purpose of providing Payment Initiation Services to User each time the User requests such a service from the PISP.
7.3. Strong Customer Authentication: TPP acknowledges that where the respective ASPSP applies strong customer authentication in accordance with PSD2 with respect to access by a TPP to Payment Account through the Priora SaaS:
- the maximum time without activity by the User after being authenticated (through Authenticator or some other authentication mechanism implemented by ASPSP) for accessing its Payment Account online shall not exceed five (5) minutes, after which such access request shall no longer be valid; and
- the maximum number of failed authentication attempts (through Authenticator or some other authentication mechanism implemented by ASPSP) by a User that can take place consecutively shall not exceed five (5) within a given period of time, after User’s actions with respect to accessing its Payment Account online or initiating an electronic Payment Transaction shall be temporarily or permanently blocked in accordance with the respective ASPSP’s transaction monitoring mechanisms. User shall be alerted before the block is made permanent.
8. PARTIES OBLIGATIONS
8.1. TPP’s Obligations: Without limiting any other TPP’s obligations set forth in this Agreement, TPP hereby undertakes to:
- access and use the Priora Compliance Platform and Services solely as set forth in this Agreement;
- process any Personal Data acquired, collected or accessed in connection with this Agreement in accordance with GDPR;
- secure the Access Credentials against any unauthorized access, use or disclosure. If TPP suspects that the Access Credentials have been stolen, compromised or been made known to any unauthorized third party, TPP shall report the issue promptly to Salt Edge;
- if User withdraws Consent directly with TPP for further provision by TPP of Account Information Services and/or Payment Initiation Services, as applicable, TPP shall immediately: (i) stop any use of the Services for the purpose of accessing such User’s Payment Account; and (ii) notify Salt Edge of such User’s withdrawal of Consent;
- notify Salt Edge promptly of any suspected or actual fraudulent User’s behavior or other suspicious activity or illegal actions attributed to User in connection with the use of Account Information Services and/or Payment Initiation Services, as applicable, provided by TPP via the TPP Application by means of the Services;
- notify Salt Edge promptly of any significant changes TPP has identified or been made aware of with respect to Priora Compliance Platform availability and/or Services performance;
- notify Salt Edge promptly of any deficiencies, errors, malfunctions or any other problems TPP has identified or been made aware of with respect to Priora Compliance Platform and/or Services;
- notify Salt Edge promptly, to the extent permitted by Applicable Laws, of any inquiries or complaints relating to the Priora Compliance Platform and/or Services submitted by a supervisory authority or regulator with jurisdiction over TPP, a User or any third party;
8.2. Salt Edge’s Obligations: Without limiting any other Salt Edge’s obligations set forth in this Agreement, Salt Edge hereby undertakes to:
- provide the Services in compliance with the requirements laid down in PSD2;
- make the Services available to Users in accordance with the terms and conditions set out in the User Terms of Service;
- process any Personal Data acquired, collected or accessed in connection with the provision of Services under this Agreement in accordance with GDPR;
- process Users’ Personalized Security Credentials solely for the purpose of providing the Services and use all security measures and techniques reasonably necessary to ensure the security and confidentiality of such data;
- provide reasonable advance notice to TPP through the Services of any planned maintenance performed on the Priora Compliance Platform;
- notify TPP promptly, to the extent permitted by Applicable Laws, of any inquiries or complaints relating to TPP or TPP Application submitted by an ASPSP, a supervisory authority or regulator with jurisdiction over TPP, a User or any third party; and
- provide reasonable assistance to TPP in investigating any suspicious activity, fraud or other illegal actions within the Priora Compliance Platform and/or Services attributed to User.
9. USE OF PERSONAL DATA
- not to collect more Personal Data than is necessary for the purpose of providing the Services;
- not to use Personal Data for any other purposes than those required to perform its obligations under this Agreement; and
- not to intentionally transmit any Special Categories of Personal Data to TPP.
9.2. Personal Data Protection: Each party undertakes that it has put in place and sustains appropriate technological and organizational security measures to protect Personal Data from unlawful and unauthorized use and disclosure, and to ensure secure processing of such data in conformity with the Applicable Laws and generally prevailing industry standards. Salt Edge undertakes to adhere to ISO 27001 standard in providing the Services under this Agreement and to conform with credit card association guidelines, including but not limited to all policies outlined in the Payment Card Industry Data Security Standard (available at www.pcisecuritystandards.org), when processing Personalized Security Credentials.
9.3. Salt Edge’s Use of Personal Data: TPP acknowledges and agrees that Salt Edge, including its employees, agents and third party subcontractors:
- shall process Personal Data on ASPSP’s behalf;
- may transmit Personal Data to ASPSP and TPP for the purpose of providing the Services;
- may request TPP to provide the Personalized Security Credentials supplied by User via TPP Application to Salt Edge for the purpose of providing the Services;
- shall process Personal Data for the support, management, audit and regulatory compliance of the Services; and
- shall have the right to use and/or disclose Personal Data to comply with any subpoena or other order of a court of law, law enforcement agency or regulatory body.
9.4. Salt Edge’s Use of Anonymized Data: Salt Edge shall have the right to generate anonymous data derived from, or based on, Personal Data so that the results are no longer personally identifiable with respect to User, and combine or incorporate such anonymous data with or into other similar data or information acquired from other Users or derived from other Users’ use of the services provided by Salt Edge (collectively, "Anonymized Aggregate Data"). Except for the restriction to sell such data, Salt Edge may use the Anonymized Aggregate Data for any business purpose both during and after the Term, including but not limited to:
- providing, supporting and improving the Services, including sharing such Anonymized Aggregate Data with ASPSP for the purpose of conducting transaction risk analysis and/or compiling other statistical reports;
- developing and/or improving other Salt Edge’s services and products; and
- sharing such Anonymized Aggregate Data with Salt Edge’s affiliates, agents or other third parties with whom Salt Edge has a business relationship.
9.5. TPP’s Use of Anonymized Data: TPP shall have the right to use Anonymized Aggregate Data acquired via the Services for the purpose of providing and supporting the TPP Application, compiling statistical reports, efficiency measurement, tracking and comparison, and decision-making.
10. PROPRIETARY RIGHTS
10.1. Reservation of Rights by Salt Edge: All right, title and interest in and to the Priora Compliance Platform, Services, the underlying Salt Edge Technology, Metadata, Anonymized Aggregate Data and Salt Edge’s Confidential Information, including all Intellectual Property Rights therein, are and will remain with Salt Edge and its licensors. At no given time shall TPP profess or claim Salt Edge’s inalienable possession of the foregoing. TPP acknowledges and agrees that it has no right, license or authorization, by any sort of implication, estoppel or otherwise, with respect to any of the Priora Compliance Platform and Services (including any Intellectual Property Rights therein) except as expressly set forth in this Agreement. All other rights in and to the Priora Compliance Platform and Services are expressly reserved by Salt Edge and its licensors.
10.2. Reservation of Rights by TPP: All right, title and interest in and to the TPP Application and TPP’s Confidential Information, including all Intellectual Property Rights therein, are and will remain with TPP. Salt Edge acknowledges and agrees that it has no right, license or authorization with respect to the TPP Application (including any Intellectual Property Rights therein) except as expressly set forth in this Agreement. All other rights in and to the TPP Application are expressly reserved by TPP.
10.3. Feedback: Salt Edge may freely use any suggestions, comments, ideas, improvements, information or other feedback (collectively, "Feedback") TPP may provide in connection with the Priora Compliance Platform and/or Services. TPP hereby grants Salt Edge a perpetual, worldwide, fully transferable, sub-licensable, non-revocable, royalty-free right and license to use, disclose, copy, distribute, exploit and license the Feedback in any form and manner for any business purpose both during and after the Term of this Agreement. Salt Edge may put TPP’s Feedback in various uses, that may include but are not limited to modifying and improving the Priora Compliance Platform, Services, Salt Edge’s other current and future services/products, service advertising and marketing materials. Salt Edge reserves the right to incorporate TPP’s Feedback into the Priora Compliance Platform and/or Services and if so incorporated, the Feedback shall form part thereof and shall become Salt Edge’s intellectual property.
Salt Edge shall provide the Services under this Agreement to TPP free of charge.
12. AVAILABILITY, SECURITY AND STABILITY
12.1. Services Provision: Salt Edge shall provide the Services and Maintenance and Support Services in conformity with generally prevailing industry standards and in a manner consistent with the performance levels and specifications described in the documentation made available by Salt Edge to TPP relating to the Priora Compliance Platform and Services. TPP acknowledges and agrees that TPP shall be solely responsible for providing any customer support and assistance to Users with respect to the TPP Application.
12.2. Temporary Suspension: It is in the best interests of both parties that Salt Edge maintain a secure and stable environment. In the event of degradation or instability of the Priora Compliance Platform, an emergency or exposure of a critical security vulnerability, or if the Priora Compliance Platform is subject to attacks or technical failures beyond the control of Salt Edge, whether as a result of the conduct of TPP, third parties, or otherwise, Salt Edge shall have the right in its sole discretion to temporarily suspend TPP's access to the Priora Compliance Platform and Services by providing advance written notice to Client whenever feasible.
12.3. Blocking and Denial of Access: Salt Edge may at any time block temporarily or permanently User’s access to its Payment Account through the Services: (i) if the User has been found to be in violation of the User Terms of Service; (ii) if requested by the respective ASPSP, competent authority or law enforcement agency; or (iii) as otherwise provided for in PSD2. Salt Edge may also at any time deny, suspend or end access to the Priora Compliance Platform and Services to TPP: (i) if the TPP has been found to be in violation of the terms and provisions of this Agreement; (ii) if requested by the respective ASPSP, competent authority or law enforcement agency; or (iii) as otherwise provided for in PSD2. 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 blocking or denial or suspension of access to the Priora Compliance Platform and/or Services.
12.4. Cooperation: TPP shall diligently and promptly correct any errors, bugs or faults in the TPP Application detected by TPP or Salt Edge that cause the TPP Application to access incorrectly the Priora Compliance Platform, and notify Salt Edge of the same.
12.5. Performance: The Services depend on Internet availability, including networks, cabling facilities and equipment that are not in Salt Edge’s control. Accordingly:
- 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 Priora Compliance Platform and Services is based on a commercially reasonable effort basis; and
- no guarantee is given in respect of any minimum level regarding such access, performance, speed, reliability, availability, use or consistency of the Priora Compliance Platform 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.
12.6. Notification of Security Breach: Each party must notify the other Party promptly of any security breach or suspected security breach (“Security Incident”) of the TPP Application (in the case of TPP), Priora Compliance Platform (in the case of Salt Edge) or any system, software or network employed in connection with the Services by either party in order to allow the other party to: (i) take reasonable measures to apply preventive actions with respect to its systems, software or networks; and/or (ii) meet any reporting requirements applicable to it pertaining to the Security Incident set forth in the Applicable Laws.
13. FREEDOM TO OPERATE
Each party acknowledges and accepts that the other party may make available products and/or services that are akin to, or otherwise may compete with, the first party’s products and/or services. Nothing in this Agreement shall prohibit or restrict either party’s right to develop, use, or market products or services similar to, or competitive with, those of the other party.
In performing its obligations under this Agreement, each party has complied and shall comply in all material respects with all applicable laws, statutes, regulations and government rules relating to anti-bribery, anti-corruption, anti-money laundering and/or other prohibited business practices (collectively, "Anti-Corruption Laws") of each jurisdiction in which such party conducts business under this Agreement or otherwise in connection with this Agreement. Each party has instituted and maintains policies and procedures designed to promote and achieve, in its reasonable judgment, compliance in all material respects with the Anti-Corruption Laws. Each party acknowledges that it has not, and will not, engage in any actions in relation to transactions that are in violation of such Anti-Corruption Laws.
15.1. Confidential Information: As used herein, “Confidential Information” means any and all confidential and proprietary information of a party (the “Disclosing Party”) disclosed to the other party (the “Receiving Party”), whether orally or in writing, that is designated as “confidential” or “proprietary” or that otherwise reasonably should be understood to be confidential given the nature of such information and the circumstances of disclosure, including without limitation information related to a party’s business, technology and technical information, software, source code and specifications, product designs, business processes, trade secrets, know-how, financial information, strategies and business plans. Confidential Information shall not include any information that: (i) is or becomes generally known to the public without breach of any obligation owed to the Disclosing Party; (ii) was known to the Receiving Party prior to its disclosure by the Disclosing Party without breach of any obligation owed to the Disclosing Party; (iii) was independently developed by the Receiving Party without use of, or reliance upon, the Disclosing Party’s Confidential Information; or (iv) is lawfully disclosed to the Receiving Party by a third party that was under no legal obligation to maintain the confidentiality of such information.
15.2. Obligations: The Receiving Party shall not, without the Disclosing Party's prior written permission, disclose or use any Confidential Information of the Disclosing Party for any purpose other than as expressly permitted herein or the performance of this Agreement. Each party agrees to protect the confidentiality of the Confidential Information of the other party 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).
15.3. Compelled Disclosure: If the Receiving Party is compelled by law to disclose Confidential Information of the Disclosing Party, it shall provide prior notice to the Disclosing Party of such compelled disclosure (to the extent legally permitted) and reasonable assistance, at the Disclosing Party's cost, if the Disclosing Party wishes to contest the disclosure.
15.4. Remedies: If the Receiving Party discloses or uses (or threatens to disclose or use) any Confidential Information of the Disclosing Party in breach of confidentiality protections contained herein, the Disclosing Party shall have the right, in addition to any other remedies at law or in equity available to it, to seek injunctive relief in any court of competent jurisdiction to enjoin such acts, it being specifically acknowledged by the parties that any other available remedies may be inadequate.
16. TERM AND TERMINATION
16.1. Term: This Agreement shall commence the day when the Services are made available to TPP and shall continue until terminated by Salt Edge or TPP in accordance with the provisions herein.
16.2. Termination by Salt Edge: Salt Edge may terminate this Agreement immediately on written notice if:
- TPP commits a material breach of this Agreement which is capable of remedy and fails to remedy the breach within thirty (30) days of written notice from Salt Edge;
- TPP commits a material breach of this Agreement which cannot be remedied;
- TPP is repeatedly in breach of this Agreement and has been given prior notice in writing that a further breach of this Agreement will result in its termination;
- TPP is the subject of a bankruptcy order, or becomes insolvent, or makes any arrangement or composition with or assignment for the benefit of its creditors, or if it goes into either voluntary (other than for reconstruction or amalgamation) or compulsory liquidation, or a receiver or administrator is appointed over its assets, or if the equivalent of any such events under the laws of any of the relevant jurisdictions occurs;
- TPP’s license for the provision of Account Information Services and/or Payment Initiation Services issued by the relevant supervisory authority or regulatory body in TPP’s jurisdiction has expired or been revoked;
- Salt Edge determines that TPP’s use of the Priora Compliance Platform and Services is prohibited by the Applicable Laws or disruptive to, adversely impacts or causes malfunction to the Priora Compliance Platform and/or Services, Salt Edge’s networks, or the use and enjoyment of others; or
- Salt Edge determines or has reason to believe that TPP is using the Priora Compliance Platform 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 Salt Edge’s technical infrastructure, systems or networks.
16.3. Termination in Emergency: Salt Edge shall have right to terminate this Agreement immediately in the event of enforcement by competent authorities, a regulatory requirement or termination of the contractual relationship with the respective ASPSP.
16.4. Termination for Convenience: TPP may terminate this Agreement for convenience at any time on provision of at least thirty (30) days’ prior written notice to Salt Edge. Salt Edge may terminate this Agreement for convenience at any time by providing thirty (30) days’ advance notice to TPP through the Services or by email to TPP’s email address of record with Salt Edge.
16.5. Effect of Termination:
- Any termination of this Agreement (howsoever occasioned) shall not affect any accrued rights or liabilities of either party 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.
- Upon termination of this Agreement, all licenses granted by Salt Edge under this Agreement shall end and Salt Edge shall terminate TPP’s access to, and use of, the Priora Compliance Platform and Services.
- Upon termination of this Agreement each party shall securely destroy all Confidential Information of the other party in its possession, including any copies thereof.
16.6. Surviving Provisions: All terms and provisions of this Agreement which by their express terms or nature and context are intended to survive termination of this Agreement will survive any such termination. For greater certainty, Section 15, 16, 18, 19, and 20, shall survive termination of this Agreement for any reason.
17. FORCE MAJEURE
17.1. Neither party shall be deemed to be in breach of this Agreement for any failure or delay in performance of its obligations hereunder caused by reasons beyond its reasonable control, including but not limited to acts of God, wars, acts of terrorism, communication failures, strikes (other than strikes involving such party), but excluding any payment obligations (collectively, “Force Majeure”).
17.2. If either party’s performance of its obligations under this Agreement is prevented by a Force Majeure event for a period of more than thirty (30) days, the other party may elect to terminate this Agreement without further obligation or liability.
18. WARRANTIES, DISCLAIMER AND INDEMNIFICATION
18.1. Mutual Warranties: Each party represents and warrants to the other party that it will perform its duties and obligations under this Agreement in a careful, diligent, professional, proper, efficient and business-like manner.
18.2. TPP WARRANTY: TPP WARRANTS AND REPRESENTS TO SALT EDGE THAT TPP HAS RECEIVED THE REQUIRED USER’S CONSENT IN A LAWFUL WAY AND OTHERWISE AS SET FORTH IN PSD2 AND THAT TPP SHALL NOT FORGE, ALTER OR MODIFY ANY INFORMATION RELATING TO THE CONSENT SCOPE, TIMESTAMP AND, IF APPLICABLE, VALIDITY PERIOD WHEN TRANSMITTING SUCH INFROMATION TO SALT EDGE.
18.3. DISCLAIMER: EXCEPT AS SPECIFICALLY SET OUT IN THIS AGREEMENT, THE PRIORA COMPLIANCE PLATFORM, METADATA, SERVICES AND ANY INFORMATION DELIVERED THROUGH THE SERVICES ARE PROVIDED “AS IS” AND WITHOUT ANY REPRESENTATION AND/OR WARRANTY OF ANY KIND. SALT EDGE AND ITS LICENSORS AND/OR SUPPLIERS MAKE NO OTHER REPRESENTATIONS AND GIVE NO OTHER WARRANTIES, EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE, REGARDING THE PRIORA COMPLIANCE PLATFORM, METADATA, SERVICES AND ANY INFORMATION DELIVERED THROUGH THE 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 LAWS. SALT EDGE DOES NOT WARRANT THAT THE PRIORA COMPLIANCE PLATFORM, METADATA, SERVICES AND ANY INFORMATION DELIVERED THROUGH THE SERVICES WILL BE UNINTERRUPTED, ERROR-FREE, SECURE, COMPREHENSIVE, COMPLETE, ACCURATE AND UP-TO-DATE OR THAT ALL ERRORS IN PRIORA COMPLIANCE PLATFORM, METADATA, SERVICES AND ANY INFORMATION DELIVERED THROUGH THE SERVICES CAN BE FOUND OR CORRECTED.
18.4. MUTUAL INDEMNIFICATION: EACH PARTY (THE “INDEMNIFYING PARTY”) AGREES TO INDEMNIFY, DEFEND AND HOLD THE OTHER PARTY AND ITS REPRESENTATIVES (THE “INDEMNIFIED PARTY”) HARMLESS FROM ALL LOSSES, DAMAGES, FINES, PENALTIES, COSTS AND EXPENSES (INCLUDING ALL LEGAL AND OTHER PROFESSIONAL FEES, EXPENSES AND DISBURSEMENTS) INCURRED OR SUFFERED BY THE INDEMNIFIED PARTY OR FOR WHICH THE INDEMNIFIED PARTY MAY BECOME LIABLE DUE TO THE INDEMNIFYING PARTY’S GROSS NEGLIGENCE OR WILLFUL MISCONDUCT (INCLUDING WITHOUT LIMITATION FRAUD OR ANY OTHER UNLAWFUL ACT) IN PERFORMING ITS OBLIGATIONS UNDER THIS AGREEMENT.
18.5. INDEMNITY FOR USER CLAIMS: TPP SHALL KEEP SALT EDGE, BOTH DURING THE TERM AND AFTER EXPIRATION OF THIS AGREEMENT, FULLY AND EFFECTIVELY INDEMNIFIED AGAINST ALL LOSSES, CLAIMS, DAMAGES, LIABILITIES, COSTS AND EXPENSES, INCLUDING WITHOUT LIMITATION REASONABLE ATTORNEY’S FEES, INCURRED BY OR IMPOSED UPON SALT EDGE AS A CONSEQUENCE OF ANY AWARD OR JUDGMENT IN FAVOUR OF A USER ARISING IN CONNECTION WITH: (I) THE TPP APPLICATION OR THE ACCOUNT INFORMATION SERVICES AND/OR PAYMENT INITIATION SERVICES, AS APPLICABLE, PROVIDED VIA THE TPP APPLICATION; (II) TPP’S USE OF THE SERVICES IN BREACH OF THIS AGREEMENT; (III) AN UNAUTHORIZED PAYMENT TRANSACTION INITIATED THROUGH THE SERVICES, OR THE NON-EXECUTION, DEFECTIVE OR LATE EXECUTION OF A PAYMENT TRANSACTION, UNLESS SUCH LIABILITY ARISES DIRECTLY FROM A BREACH BY SALT EDGE OF THIS AGREEMENT, A TECHNICAL BREAKDOWN OR SOME OTHER DEFICIENCY OF THE SERVICES FOR WHICH SALT EDGE IS RESPONSIBLE; OR (IV) UNAUTHORIZED OR FRAUDULENT ACCESS TO, AND/OR USE OF, USER’S PAYMENT ACCOUNT THROUGH THE SERVICES, UNLESS SUCH LIABILITY ARISES DIRECTLY FROM A BREACH BY SALT EDGE OF THIS AGREEMENT, A TECHNICAL BREAKDOWN OR SOME OTHER DEFICIENCY OF THE SERVICES FOR WHICH SALT EDGE IS RESPONSIBLE.
18.6. INDEMNITY FOR PERSONAL DATA BREACH AND SECURITY INCIDENT CLAIMS: THE INDEMNIFYING PARTY SHALL KEEP THE INDEMNIFIED PARTY FULLY AND EFFECTIVELY INDEMNIFIED AGAINST ALL DIRECT LOSSES, CLAIMS, DAMAGES, LIABILITIES, FINES, PENALTIES, COSTS AND EXPENSES INCURRED BY OR IMPOSED UPON THE INDEMNIFIED PARTY ARISING OUT OF A PERSONAL DATA BREACH AND/OR SECURITY INCIDENT FOR WHICH THE INDEMNIFYING PARTY IS RESPONSIBLE OR OTHERWISE DUE TO THE INDEMNIFYING PARTY’S WILFUL MISCONDUCT OR GROSS NEGLIGENCE.
18.7. Indemnity by Salt Edge: Salt Edge shall defend TPP against any claim, demand, suit, or proceeding made or brought against TPP by a third party alleging that the use of the Services as permitted hereunder infringes or misappropriates the Intellectual Property Rights of a third party, and shall indemnify TPP for any damages finally awarded against, and for reasonable attorney's fees incurred by, TPP in connection with any such claim, provided that TPP: (i) promptly gives Salt Edge written notice of the claim; (ii) gives Salt Edge sole control of the defense and settlement of the claim; and (iii) provides reasonable assistance to Salt Edge in defending such claim, at Salt Edge‘s expense.
19. LIMITATION OF LIABILITY
19.1. LIMITATION ON INDIRECT LIABILITY: TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAWS, IN NO EVENT SHALL SALT EDGE AND ITS LICENSORS AND/OR SUPPLIERS BE LIABLE TO TPP FOR ANY SPECIAL, INCIDENTAL, PUNITIVE, EXEMPLARY, INDIRECT, OR CONSEQUENTIAL DAMAGES (INCLUDING WITHOUT LIMITATION DAMAGES FOR LOSS OF BUSINESS, LOSS OF PROFITS, BUSINESS INTERRUPTION, LOSS OF DATA, LOST SAVINGS OR OTHER SIMILAR PECUNIARY LOSS) WHETHER ARISING FROM CONTRACT (INCLUDING FUNDAMENTAL BREACH), TORT (INCLUDING NEGLIGENCE) OR ANY OTHER THEORY OF LIABILITY, WHICH TPP OR ITS CUSTOMERS, USERS, AFFILIATES, PARENT COMPANIES, ASSOCIATES, AGENTS, OFFICERS, DIRECTORS OR EMPLOYEES MAY INCUR OR SUFFER IN CONNECTION WITH THIS AGREEMENT OR THE PROVISION, MAINTENANCE, USE, PERFORMANCE, FAILURE, OR INTERRUPTION OF THE SERVICES, EVEN IF SUCH DAMAGES ARE FORESEEABLE OR SALT EDGE HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
19.2. LIMITATION ON AMOUNT OF LIABILITY: EXCEPT FOR THE INDEMNIFICATION OBLIGATIONS SET OUT IN SECTIONS 18.4, 18.6 AND SECTIONS 18.7, TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAWS, SALT EDGE’S AGGREGATE LIABILITY TO TPP FOR ALL CLAIMS WHATSOEVER, REGARDLESS OF THE FORM OF ACTION, RELATING TO THIS AGREEMENT SHALL NOT EXCEED THE AMOUNT OF ONE THOUSAND (1,000) EUROS. SALT EDGE SHALL HAVE NO LIABILITY TO ANY THIRD PARTY OTHER THAN TPP CLAIMING RIGHTS UNDER THIS AGREEMENT.
20. DISPUTE RESOLUTION
20.1. Good Faith Efforts: The parties agree that they shall attempt to resolve any dispute, controversies or differences arising out of or relating to this Agreement through negotiations between senior executives of the parties, who have authority to settle the same, before resorting to litigation.
20.2. Venue; Waiver of Jury Trial: Any dispute or claim arising out of or relating to this Agreement, including its application, interpretation, implementation or validity, shall be submitted to the exclusive jurisdiction of the provincial and federal courts located in the Province of Ontario, Canada. TPP hereby consents to the exclusive jurisdiction of such courts and agrees not to oppose any action brought in the Province of Ontario on the basis that the courts of Ontario are not an appropriate or convenient forum for the same. TPP also hereby waives any right to jury trial in connection with any action or litigation in any way arising out of or related to this Agreement.
21.1. Non-Waiver: No waiver of any provision of this Agreement shall be effective unless in writing and signed by the party to be charged. No failure or delay by either party in exercising or enforcing any right or remedy under this Agreement shall operate as a waiver of that party’s right to thereafter enforce any such right or remedy, nor shall any single or partial exercise of any such right or remedy preclude any other or further exercise of such right or remedy or any other right or remedy.
21.2. Assignment: This Agreement shall not be assigned by either party, whether voluntarily or involuntarily or by operation of law, in whole or in part, to any other entity without the prior written consent of the other party, which consent shall not be unreasonably withheld, conditioned or delayed. Notwithstanding the foregoing, Salt Edge may assign this Agreement to a successor in interest, upon a merger, acquisition, reorganization, change of control, or sale of all or virtually all of the assets of Salt Edge.
21.3. Binding Agreement: This Agreement shall be binding upon, and inure to the benefit of, the parties hereto and their respective legal representatives, successors and assigns.
21.4. Independent Contractors: The parties hereto are independent contractors. Neither party shall be deemed to be an employee, agent, partner, joint venturer or legal representative of the other for any purpose and neither party shall have any right, power or authority to create any obligation or responsibility on behalf of the other. Any use of the term “partner” or “partnering” or similar terminology (except as used in the immediately preceding sentence of this Section 21.4) does not mean or refer to a legal partnership, but instead means or refers to a co-operative business or contractual relationship.
21.5. Severability: If any term or provision of this Agreement is held to be illegal, invalid, or unenforceable, in whole or in part, by court decision, statute, or rule, such holding shall not affect any other provisions of this Agreement or parts thereof, which shall remain in full force and effect. In such circumstances, the illegal, invalid or unenforceable term or provision shall be deemed modified to the least extent necessary to make it enforceable and if the foregoing modification is not possible, such term or provision shall be severed from this Agreement, and the remaining portions of this Agreement shall remain in full force and effect.
21.6. Trademarks: “SALT EDGE”, “PRIORA” and all other trademarks, service and product names, marks, logos and graphics used in connection with the Services are trademarks of Salt Edge. Salt Edge does not grant any right or license to TPP under this Agreement to reproduce or otherwise use Salt Edge’s trademarks, service and product names, marks, logos and graphics.
21.7. Amendment: Salt Edge reserves the right to amend this Agreement at any time and from time to time to better reflect new regulatory requirements, changes in the Applicable Laws, or improvements to the Services. In case if the modifications are material, Salt Edge shall provide thirty (30) days’ advance notice to TPP by email or through the Services. The new Agreement shall become effective once it is posted on the Website or otherwise on the date indicated in the advance notice provided to TPP. TPP acknowledges and agrees that TPP’s continued use of the Services after the date of changes to this Agreement indicates TPP’s agreement to the changes. The date of last update of this Agreement is set out at the top of this document.
21.8. Governing Law: This Agreement shall be governed by, and construed in accordance with, the laws of the Province of Ontario and the federal laws of Canada applicable therein, excluding all conflict of laws provisions and excluding the 1980 United Nations Convention on Contracts for the International Sale of Goods.
21.9. Headings and References: The headings and captions used in this Agreement are used for convenience only and are not to be considered in construing or interpreting this Agreement.
21.10. Complete Understanding: This Agreement constitutes the final, complete and exclusive agreement between the parties with respect to the subject matter hereof, and supersedes any prior agreement, representations, promises, arrangements or proposals relating to the subject matter.