Finicity API Developer Agreement
Date of Last Revision: March 31, 2017
FINICITY CORPORATION – DEVELOPER AGREEMENT
This is a legal agreement between you and the company you represent (the “Developer”) and Finicity Corporation, a Utah corporation (“Finicity”) (the “Developer Agreement”). By electronically signing this Developer Agreement, the Developer agrees to be bound by the terms and conditions of this Developer Agreement, including any exhibits. If you do not agree to this Developer Agreement, click on the “Cancel” button. If you click the “Cancel” button, you will not be entitled to use the Finicity APIs, Licensed Software, Developer Account, Developer Portal, and/or Developer Environment (collectively the “Development Materials”).
Finicity reserves the right at their discretion to make changes to this Developer Agreement at any time. Upon any change, Finicity will post the new or different terms and conditions on our website www.Finicity.com. You agree to accept electronic communications, links to and/or postings of any revised terms and conditions and that such electronic communications, links and/or postings constitute notice to you of any new or different terms and conditions of this Developer Agreement. Your continued use of the Development Materials constitutes acceptance of the changes and an agreement to be bound by these terms, as may be amended. If you do not agree to the changes, you have the right to discontinue your use of the Development Materials.
In order to register or use the Development Materials, you must be at least 18 years old, a United States resident and legally capable to enter into contracts.
“Commercial Data Services Agreement” means an agreement through which an entity is granted a Partner Account and access to the Production Environment for commercial purposes.
“Confidential Information” means any information disclosed by Finicity to Developer under this Developer Agreement which (a) if disclosed in tangible form, is clearly labeled as “confidential” or “proprietary” or with words of similar import in writing by the disclosing party at the time of disclosure, (b) if disclosed in non-tangible form, is identified as “confidential” or “proprietary” at the time of disclosure, or (c) if not identified as “confidential” or “proprietary,” where it is reasonably obvious, under the circumstances surrounding disclosure, that the information is confidential or proprietary.
“Data Source” means a single repository of information (e.g., a URL, internet site, server or document, as applicable) from which information can be extracted using a single data script or other data retrieval mechanism.
“Developer” means a Person that registers to use the Development Materials.
“Developer Account” means an account created for the Developer through which the Developer is granted a login to the Developer Portal and use of the Finicity APIs, Licensed Software and Developer Environment.
“Developer Data” means a Developer’s account information, account access information and registration information, as provided by Developer and/or retrieved by Finicity from a Data Source and/or provided by Developer.
“Development Environment” means a temporary test hardware and software environment that functionally replicates Finicity’s production environment, but uses Test Accounts and a limited number of actual accounts and does not provide the same capacity levels as a Production Test Environment.
“Developer Portal” provides access to Finicity APIs, a Developer Account and a Development Environment.
“Effective Date” means such date that Developer accepts these terms and conditions by clicking the “I Accept” button.
“FI Account” is an account reflecting a relationship between a financial institution and an individual to which access is granted for purposes of aggregating data concerning the account.
“Finicity APIs” means application programming interface provided by Finicity to Developer allowing communication an FI Account.
“Licensed Software” means software in any form, including all machine-readable materials, user manuals, programming guides and other documentation provided to Developer by Finicity.
“Non-Commercial Testing Use” means use for the purposes of evaluation and testing applications using the Finicity APIs or Licensed Software. Developer has no right or authority to distribute the Finicity APIs or Licensed Software or make it available to customers of the Developer, or integrate the Finicity APIs or Licensed Software into any application or software of the Developer that is provided to Developer’s customer.
“Partner Account” means an account created for the Developer through which the Developer is granted access to the Production Environment and use of the Finicity APIs.
“Person” means an individual, corporation, partnership, joint venture, limited liability entity, governmental authority, unincorporated organization, trust, association or other entity.
“Production Environment” means a software and hardware environment allowing access to the production version of the Finicity API with security and oversight conditions.
“Test Account” is an artificial FI Account credited to test software.
“User Account” means an account created in the Development Environment.
“You” refers to the Person that registers to use the Development Materials.
The Developer may not: (1) modify or create derivative works of the Development Materials or any other software to which the Developer has been granted access; (2) reverse engineer or disassemble or decompile binary portions, or otherwise attempt to derive source code from such Development Materials; (3) make any more copies of the Development Materials than are reasonably necessary for the authorized Non Commercial Testing Use; (4) remove any trademarks, logos, copyright notices, proprietary notices or labels displayed on the Development Materials or any copies made by the Developer, or (5) distribute, sell, lease, rent, lend, sublicense, or provide any access to any part of the Development Materials to any third party.
The license provided in this Developer Agreement is only to use the Development Materials for Non-Commercial Testing Use. If the Developer would like to use the Development Materials for production or commercial purposes, the Developer needs to enter into a Commercial Data Services Agreement with Finicity.
Responsibility for Representatives
Developer is responsible for assuring that their employees, contractors, affiliates and/or agents (collectively “Developer Representatives”) comply with this Agreement and applicable law. Developer is solely responsible for all costs, expenses, losses and liabilities incurred, and activities undertaken by Developer or Developer Representatives in connection with the Development Materials or Developer Data.
Developer’s use of Developer Data in conjunction with the Development Materials shall be performed at Developer’s own risk, and Developer will be solely liable for any claims for breach of security or privacy obligations with respect to Developer Data.
Developer shall employ all physical, administrative and technical controls, screening and security procedures and other safeguards necessary to protect against any unauthorized access to or use of the Developer Account or the Development Materials with the access information provided to the Developer by Finicity and to control the content and use of Developer Data, including the uploading or other provision of Developer Data. Developer is not permitted to use the Development Materials in any manner that does or could potentially undermine the security of the Finicity services or the Development Materials. In addition, the Developer won’t, and won’t attempt to, (i) interfere with, modify or disable any features, functionality or security controls of the Development Materials or Finicity services, (ii) defeat, avoid, bypass, remove, deactivate or otherwise circumvent any protection mechanisms of the Development Materials; or (iii) perform any penetration or security testing of the Development Materials, including but not limited to “ethical hacks.” Developer shall at all times use best efforts to maintain the security of any of its information architecture, systems and procedures used in connection with the activities under this Developer Agreement. Developer will immediately report to Finicity any security flaws the Developer discovers in any of the Finicity Services or the Development Materials. Finicity reserves the right, in its sole discretion, to determine what constitutes a security flaw. Developer will also immediately report any actual or suspected unauthorized access to the Development Materials using the Developer’s credentials.
Compliance with Laws
Developer shall not use the Development Materials for any illegal purposes or for the transmission of material that is unlawful, harassing, libelous, invasive of another’s privacy, abusive, threatening, obscene, or that infringes the rights of others. Nether the Developer nor the Developer Representatives may upload or otherwise transmit to the Developer Portal any material containing software viruses or other computer code, files or programs designed to interrupt, destroy or limit the functionality of any software or hardware. Notwithstanding any other provision of this Agreement, if activities of the Developer causes undue technical stress to the Developer Portal, interferes with use of the Finicity services by others, or transmits information or transactions that Finicity believes are illegal or fraudulent, Finicity reserves the right to revoke the Developer Account and block access by the Developer immediately and indefinitely.
In addition, Developer shall comply with the Fair Credit Reporting Act and equivalent state laws. Developer represents and warrants that the Development Materials and any information derived from it is not to be used and will not be used in connection with any transactions subject to such laws, including but not limited to the evaluation of consumer credit or the extension of credit to a consumer for personal, family or household purposes until a commercial agreement is executed with Finicity.
Unless otherwise agreed to by the parties in writing, Finicity is under no obligation under this Developer Agreement to support the use of the Development Materials or to provide Developer with subsequent releases, enhancements or error corrections of the Development Materials (“Updates”). If Finicity, in its sole discretion, supplies Updates to Developer, the Updates will be considered part of the Development Materials, and subject to the terms of this Developer Agreement.
Developer may from time to time, gain access to Confidential Information. The Developer may use the Confidential Information only to the extent necessary to exercise their rights under this Developer Agreement. The Developer may not disclose Confidential Information to a third party without the prior express consent of Finicity, provided in writing or by email. Developer agrees that they will protect Confidential Information from unauthorized use, access, or disclosure in the same manner that they would use to protect their own confidential and proprietary information of a similar nature and in any event with no less than a reasonable degree of care.
INTELLECTUAL PROPERTY RIGHTS
Finicity retain all worldwide right, title and interest in and to the Development Materials, including all worldwide intellectual property rights therein. Developer agrees not to act in any manner inconsistent with such ownership. Developer agrees that they will not challenge Fincity’s ownership of the Development Materials, any Finicity trademarks, or challenge the validity of the licenses granted under this Developer Agreement.
Developer may provide feedback to Finicity regarding Developer Materials and any modifications, enhancements, updates and derivative works thereof (“Feedback”). Finicity will own and have a right to fully exploit such Feedback as it deems appropriate. Developer hereby agrees to and hereby makes assignments necessary to accomplish the same.
DISCLAIMER OF WARRANTY AND LIMITATION OF LIABILITY
THE DEVELOPER MATERIALS, THE FINICITY APIS, LICENSED SOFTWARE, DEVELOPER ENVIRONMENT AND THE TEST ACCOUNTS ARE PROVIDED BY FINICITY ON AN “AS IS” BASIS, WITHOUT ANY WARRANTIES OR CONDITIONS, EXPRESS OR IMPLIED, INCLUDING WITHOUT LIMITATION WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, OR NON- INFRINGEMENT. DEVELOPER ASSUMES ALL RISK AS TO THE RESULTS AND PERFORMANCE OF THE DEVELOPER MATERIALS. NEITHER FINICITY NOR ANY OF ITS AFFILIATES, SUBSIDIARIES, LICENSORS, SUPPLIERS, THIRD PARTY DEVELOPERS, ACCOUNT PROVIDERS OR ANY OF THEIR AFFILIATES WARRANT THAT ITS DEVELOPER MATERIALS, OR ANY FINICITY SERVICE ARE SECURE OR FREE FROM BUGS, VIRUSES, INTERRUPTION, OR ERRORS. FINICITY DOES NOT WARRANT THAT THE DEVELOPER MATERIALS WILL ASSIST IN DEVELOPMENT OF ANY APPLICATION OR SOFTWARE.
NEITHER FINICITY NOR ANY OF ITS AFFILIATES, SUBSIDIARIES, LICENSORS, SUPPLIERS, THIRD PARTY DEVELOPERS, ACCOUNT PROVIDERS OR ANY OF THEIR AFFILIATES WILL BE LIABLE FOR ANY DIRECT, INDIRECT, PUNITIVE, INCIDENTAL, SPECIAL, CONSEQUENTIAL OR EXEMPLARY DAMAGES, INCLUDING, BUT NOT LIMITED TO, DAMAGES FOR LOSS OF PROFITS, OPPORTUNITY, GOODWILL, USE, DATA OR OTHER INTANGIBLE LOSSES, HOWEVER THEY ARISE, WHETHER FOR BREACH OF CONTRACT, BREACH OF WARRANTY OR IN TORT, INCLUDING NEGLIGENCE, EVEN IF FINICITY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES OR EVEN IF FORESEEABLE. LIABILITY FOR DAMAGES WILL BE LIMITED AND EXCLUDED AS SET FORTH ABOVE EVEN IF ANY EXCLUSIVE REMEDY PROVIDED IN THIS DEVELOPER AGREEMENT FAILS OF ITS ESSENTIAL PURPOSE. SOME STATES DO NOT ALLOW THE EXCLUSION OR LIMITATION OF LIABILITY FOR CONSEQUENTIAL OR INCIDENTAL DAMAGES, AND SO PARTS OF THE ABOVE LIMITATION MAY NOT APPLY TO DEVELOPER, BUT ONLY AS THE APPLICABLE LAW PROVIDES.
Developer will indemnify, hold harmless and defend Finicity and its officers, directors, employees, affiliates, subsidiaries, licensors, suppliers and service providers from any and all third party claims, liability, damages, losses, expenses and costs (including, but not limited to, reasonable attorneys’ fees) caused by or arising from the Developer’s use of the Development Materials, Developer’s violation of this Developer Agreement, or Developer’s infringement, or infringement by any user of the Developer Account, of any intellectual property or other right of anyone.
Use of data from User Accounts is strictly regulated by the Finicity Privacy/Security Policy, which is hereby incorporated by this reference and can be found at http://www.finicity.com/privacy, which may be updated from time to time.
TERM AND TERMINATION
This Developer Agreement shall commence on the Effective Date and will remain in effect until terminated pursuant to this section (the “Term”). Either party may terminate this Developer Agreement at any time, for any reason, or for no reason including, but not limited to, if Developer violates any provision of this Agreement. Any termination of this Developer Agreement shall also terminate the licenses granted hereunder. Upon termination of this Agreement for any reason, Developer will stop using, and destroy and remove from all computers, hard drives, networks, and other storage media, all copies of the Development Materials and any Confidential Information in their possession, and shall certify to Finicity that such actions have occurred. The Sections titled “DEFINITIONS”, “RESTRICTIONS”, “CONFIDENTIALITY”, “INTELLECTUAL PROPERTY RIGHTS”, “DISCLAIMER OF WARRANTY AND LIMITATION OF LIABILITY”, “INDEMNIFICATION”, and “MISCELLANEOUS” shall survive termination of this Developer Agreement.
This Developer Agreement does not create any partnership, franchise, joint venture, agency, fiduciary or employment relationship. Neither party may bind the other party or act in a manner that expresses or implies a relationship other than that of independent contractor.
Developer may not assign or otherwise transfer any of its rights or obligations under this Developer Agreement.
In the event that any part of this Developer Agreement is found to be unenforceable, the remainder shall continue in effect to the extent permissible by law and consistent with the intent of the parties as of the Effective Date of this Developer Agreement.
This Developer Agreement shall be governed by the laws of the State of Utah, without regard to its provisions on conflicts of law. Each party hereby irrevocably consents to the exclusive jurisdiction and venue of the state and federal courts located in Salt Lake City, Utah in connection with any dispute hereunder or the enforcement of any right or obligation hereunder.
Rights and obligations under this Developer Agreement which by their nature should survive will remain in effect after termination or expiration of this Developer Agreement.
Finicity shall not be deemed to have waived any of its rights or remedies hereunder unless such waiver is in writing and signed by Finicity. No delay or omission on the part of Finicity in exercising any rights or remedies shall operate as a waiver of such rights or remedies or any other rights or remedies. A waiver on any one occasion shall not be construed as a bar or waiver of any rights or remedies on future occasions.
This Developer Agreement constitutes the entire agreement among the parties with respect to the subject matter of this Developer Agreement and supersedes and merges all prior proposals, understandings, and contemporaneous communications, whether oral, written or electronic.
Finicity and the Finicity logo are trademarks or registered trademarks of Finicity Corporation.