PLAID TECHNOLOGIES, INC. Services Agreement This agreement ("Agreement") is entered into on ("Effective Date") between Plaid Technologies, Inc. ("Plaid", "Company") and ELIGIBLE ("Customer"). The parties hereby agree as follows:
- ACCESS RIGHTS; RESTRICTIONS
1.1 Access. Subject to the Client’s compliance with the terms and conditions of this Agreement, Plaid hereby agrees that during the Term (as defined below) of this Agreement, the Client has the non-exclusive right to: (i) internally use the package of application programming interface materials provided by Plaid (the “API Package”) solely as necessary to make an application owned and operated by the Client (the “Client Application”) interoperate with the Plaid service described on http://plaid.com (collectively, the “Service”), and (ii) provide the Service – only as part of the Client Application – to its end users who are natural individuals (or third parties acting on their behalf as legal agent) (the “End Users”). All use of the API Package and the Service must be only as provided herein and only in accordance with Plaid’s applicable user documentation (and all other Plaid-provided written instructions). 1.2 Restrictions. Client will not (and will not allow any third-party to): (i) reverse engineer, decompile, disassemble, or otherwise attempt to discover the source code, object code, or underlying structure, ideas, or algorithms of the Service; (ii) modify, translate, or create derivative works based on the Service; (iii) copy, rent, lease, distribute, pledge, assign, or otherwise transfer or encumber rights to the Service; (iv) use the Service for timesharing or service bureau purposes or otherwise for the benefit of a third-party (excepting End Users as authorized hereunder); or (v) remove or otherwise alter any proprietary notices or labels from the Service or any portion thereof. In addition, all End User information and data provided via the Service will be used by the Client solely for the purpose of providing the Client Application to the applicable End User (and it will not be otherwise used or distributed). Client will use the Service only in compliance with (i) the rights granted hereunder, and (ii) in accordance with all applicable laws and regulations. 1.3 Ownership. Except for the rights expressly granted under this Section 1, Plaid retains all right, title, and interest in and to the Service which includes but is not limited to the API Package and any related data, software, products, works, and other intellectual property created, used, or provided by Plaid for the purposes of this Agreement. To the extent the Client provides Plaid with any feedback relating to the Service (including, without limitation, feedback related to usability, performance, interactivity, bug reports and test results) (“Feedback”), Plaid shall own all right, title and interest in and to such Feedback (and the Client hereby makes all assignments necessary to achieve such ownership). 1.4 Privacy and Authorizations. Before any End User engages with the Client Application in a manner that uses the Service, the Client will ensure that each End User is put on notice of, and agrees to, Plaid’s privacy policy as expressed under (A) or (B) below. The Client must either (A) maintain a clear and conspicuous link in its privacy policy to Plaid’s privacy policy located at https://plaid.com/legal (such link must be include a clear and conspicuous statement that each End User acknowledges and agrees that information will be treated in accordance with such policy), or (B) include a statement in the Client’s privacy policy that grants Plaid the same rights, power, and authority as specified in Plaid’s privacy policy. The following language will be deemed to comply with the preceding sentence: Client uses third parties to gather End User’s data from financial institutions. By using our service, you grant our third-party provider the right, power, and authority to act on your behalf to access and transmit your personal and financial information from the relevant financial institution according to terms of our third-party provider’s privacy policy. The Client may modify the language used in its privacy policy under (B), but Plaid must approve (in writing) any material modifications. All of the foregoing must be done in a form and manner that is acceptable to Plaid. 2. Payment of Fees Client will pay Plaid for the Service as set forth in the Pricing Schedule provided to the Client (the “Payments”). Payments must be made within fifteen (15) days from the date of Plaid’s invoice. Unpaid invoices are subject to a finance charge of 1.5% per month or the maximum permitted by law, whichever is lower, plus all expenses of collection. The Client shall be responsible for all (i) taxes associated with Service other than taxes based on Plaid’s net income and (ii) Plaid’s costs of collection in the event of the Client’s delinquent payment. All Payments made are non-refundable, non-cancellable, and not subject to set-off. 3. Term; Termination This Agreement shall have a term of twelve (12) months (the “Initial Term”) beginning on the Effective Date. Upon expiration of the Initial Term, this Agreement shall automatically renew for one (1) year periods (each a “Renewal Term”) unless unless either party provides the other party with sixty (60) days written notice of its intent not to renew prior to the end of the Initial Term or the Renewal Term. The Initial Term and each Renewal Term, if applicable, shall be collectively referred to herein as the “Term.” The rate per Plaid endpoint during any Renewal Term will be the same as that during the prior Term unless Plaid provides Client thirty (30) days written notice of its intent to increase rates prior to the end of the then current Term. In this case, the rate increase will apply to all subsequent Terms. Either party may terminate this Agreement in the event the other party materially breaches this Agreement and fails to cure such breach within ten (10) days from receipt of written notice thereof. In addition, Plaid may immediately suspend the services in the event it determines or believes that (i) the Client or any of its End Users has violated any law or regulation in connection with use of the Service, or (ii) any aspect of the Client Application or content thereon may do material harm to Plaid or its networks or systems or reputation. Upon termination of this Agreement, all rights granted herein to Client will terminate and Client will make no further use of the Services or API Package (copies of which shall be immediately returned to Plaid or destroyed). But for Section 1.1, all provisions of this Agreement will remain in force in the event of this Agreement’s termination. 4 . Confidentiality During the term of this Agreement, each party (a “Disclosing Party”) may provide the other party (a “Receiving Party”) with confidential and/or proprietary materials and information (“Confidential Information”). All materials and information provided by Disclosing Party to Receiving Party and identified at the time of disclosure as “Confidential” or bearing a similar legend, and all other information that the Receiving Party reasonably should have known was the Confidential Information of the Disclosing Party, shall be considered Confidential Information; for the avoidance of doubt, the Service, all pricing information and terms of this Agreement, are Confidential Information of Plaid Receiving Party shall maintain the confidentiality of the Confidential Information and will not disclose such information to any third-party without the prior written consent of Disclosing Party. Receiving Party will only use the Confidential Information internally for the purposes contemplated hereunder. The obligations in this Section 4 shall not apply to any information that: (i) is made generally available to the public without breach of this Agreement, (ii) is developed by the Receiving Party independently from the Disclosing Party’s Confidential Information, (iii) is disclosed to Receiving Party by a third-party without restriction, or (iv) was in the Receiving Party’s lawful possession prior to the disclosure to the Receiving Party and was not obtained by the Receiving Party either directly or indirectly from the Disclosing Party. Receiving Party may disclose Confidential Information as required by law or court order; provided that, Receiving Party provides Disclosing Party with prompt written notice thereof and uses its best efforts to limit disclosure. At any time, upon Disclosing Party’s request, Receiving Party shall return to Disclosing Party all Disclosing Party’s Confidential Information in its possession, including, without limitation, all copies and extracts thereof. Notwithstanding the foregoing, (a) Receiving Party may disclose Confidential Information to any third-party to the limited extent necessary to exercise its rights, or perform its obligations, under this Agreement; provided that, all such third parties are bound in writing by obligations of confidentiality and non-use at least as protective of the Disclosing Party’s Confidential Information as this Agreement and (b) all Feedback and the API Package shall be solely Plaid’s “Confidential Information.” 5 . Indemnity
The Client will defend, indemnify and hold Plaid harmless from and against all claims, actions, proceedings, damages, losses, judgments, settlements, costs and expenses (including attorneys’ fees arising from or in connection with (i) Client breach of any laws or regulations (including with respect to privacy), (ii) Client’s violation of any agreements it has with any third-party, (iii) any End User’s use of the Client Application, (iv) Client’s negligence or other fault, (v) any aspect of the Client Application, or (vi) any infringement by Clien 6. WARRANTY; DISCLAIMER
THE SERVICE IS PROVIDED “AS IS” AND PLAID HEREBY DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NONINFRINGEMENT. PLAID DOES NOT MAKE ANY WARRANTY AS TO THE RESULTS THAT MAY BE OBTAINED FROM USE OF THE SERVICE. 7. LIMITATION OF LIABILITY
NOTWITHSTANDING ANYTHING TO THE CONTRARY, EXCEPT FOR BODILY INJURY OF A PERSON, PLAID SHALL NOT BE LIABLE WITH RESPECT TO ANY SUBJECT MATTER OF THIS AGREEMENT, UNDER ANY LEGAL OR EQUITABLE THEORY, FOR ANY: (A) ERROR OR INTERRUPTION OF USE, LOSS OR INACCURACY OR CORRUPTION OF DATA, (B) THE COST OF PROCUREMENT OF SUBSTITUTE GOODS, SERVICE, OR TECHNOLOGY, OR LOSS OF BUSINESS; (C)INDIRECT, EXEMPLARY, INCIDENTAL, SPECIAL OR CONSEQUENTIAL DAMAGES, EVEN IF SUCH PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH LOSS OR DAMAGE; (D)MATTERS BEYOND ITS REASONABLE CONTROL; OR (D) AMOUNTS IN THE AGGREGATE THAT EXCEED THE FEES PAID BY CLIENT TO PLAID DURING THE THREE (3) MONTH PERIOD PRIOR TO THE DATE THE CAUSE OF ACTION ACCRUES (PROVIDED THAT, IF NO FEES ARE PAID, SUCH AMOUNTS SHALL BE LIMITED TO FIVE HUNDRED DOLLARS (US$500.00)). 8. NON-SOLICITATION
During the Term of this Agreement and for one (1) year following the termination of this Agreement, the Client will not encourage or solicit any employee or consultant of Plaid to leave Plaid for any reason. 9 . MISCELLANEOUS
If any provision of this Agreement is found to be unenforceable or invalid, that provision will be limited or eliminated to the minimum extent necessary so that this Agreement will otherwise remain in full force and effect and enforceable. This Agreement is not assignable or transferable by a party except with the other party’s prior written consent; provided that, a party may transfer and assign its rights and obligations under this Agreement without consent to a successor to all or substantially all of its assets or business to which this Agreement relates. This Agreement is the complete and exclusive statement of the mutual understanding of the parties and supersedes and cancels all previous written and oral agreements, communications, and other understandings relating to the subject matter of this Agreement, and all waivers and modifications must be in a writing signed by both parties, except as otherwise provided herein. No agency, partnership, joint venture, or employment is created as a result of this Agreement, and Client does not have any authority of any kind to bind Plaid in any respect whatsoever. Any notices in connection with this Agreement will be in writing and sent by first class US mail, confirmed facsimile or major commercial rapid delivery courier service to the address specified below (or such other address as may be properly specified by written notice hereunder). Email notice shall be authorized to the extent set forth herein. This Agreement shall be governed by the laws of the State of California, without regard to the conflict of law provisions thereof. Except for claims for injunctive or equitable relief or claims regarding intellectual property rights (which may be brought in any competent court), any dispute arising under this Agreement shall be finally settled in accordance with the Comprehensive Arbitration Rules of the Judicial Arbitration and Mediation Service, Inc. (“JAMS”) by three arbitrators appointed in accordance with such Rules. The arbitration shall take place in Santa Clara, California, USA, in the English language and the arbitral decision may be enforced in any court. With respect to all disputes arising in relation to this Agreement, but subject to the preceding arbitration provision, the parties consent to exclusive jurisdiction and venue in the state and Federal courts located in San Francisco, California. The prevailing party in any action or proceeding to enforce this Agreement will be entitled to recover costs and attorneys’ fees. PLAID TECHNOLOGIES, INC. TERM
The Plaid pricing agreement is effective until terminated by either the Customer or Company and will be billed monthly until such time. The details of this Scope and Pricing agreement are protected and confidential under the Plaid API License Agreement.