This Developer Agreement (the "Agreement
") is entered into by and between You and Sophtron, Inc., the company that built and owns the Sophtron Widget and API ("Sophtron
," or "us
"). The Agreement is a binding contract that governs your access to and use of the Sophtron widget and application programming interface (API) that facilitates streamlined and easy transmission of data by linking financial accounts and handling end-to-end user login processes and multi-factor authentication interactions on behalf of end users (collectively, the "Widget and API
Please read the Agreement carefully before you use the Widget. BY CLICKING THE "I ACCEPT" BUTTON BELOW, OR BY ACCESSING OR USING THE WIDGET AND API, YOU (A) ACKNOWLEDGE THAT YOU HAVE READ AND UNDERSTAND THIS AGREEMENT; (B) REPRESENT AND WARRANT THAT YOU HAVE THE RIGHT, POWER, AND AUTHORITY TO ENTER INTO THIS AGREEMENT; AND (C) ACCEPT THIS AGREEMENT AND AGREE THAT YOU ARE LEGALLY BOUND BY ITS TERMS. IF YOU DO NOT ACCEPT THESE TERMS, YOU MAY NOT ACCESS OR USE THE WIDGET AND API.
By using this Widget and API, you represent and warrant that you are either an authorized employee, director, agent or assign of a legitimate legal entity, or are of legal age to form a binding contract with the Company. If you do not meet all of these requirements, you must not access or use the Widget.
Subject to and conditioned on your compliance with all terms and conditions set forth in this Agreement, we hereby grant you a limited, revocable, non-exclusive license during the term of the Agreement to:
access and use the Widget and API for your business purposes, whether as an embedded link in your end user facing products or in the applications or other products or tools you develop or make available to your customers interact with the widget and API (collectively, “Your Applications”) that will communicate and interoperate with the services offered by Sophtron as described here (the “Sophtron Services”);
otherwise make the Widget and API available to your customers and end users on your own terms and at your sole risk and liability; and
display certain Company proprietary trademarks, trade names, branding, or logos made available for use in connection with the Widget pursuant to this Agreement (the "Company Marks") in compliance with usage guidelines that we may specify from time to time solely in connection with the use of the Widget and API and the Applications.
You acknowledge that there are no implied licenses granted under this Agreement. We reserve all rights that are not expressly granted. You may not use the Widget and API or any Company Mark for any other purpose without our prior written consent.
You must obtain a security key the Company makes available for you to access the API ("API Key
") through the registration process to use and access the Widget and API. You may not share your API Key with any third party, must keep your API Key and all log-in information secure, and must use the API Key as your sole means of accessing the API. Your API Key may be revoked at any time by us.
Except as expressly authorized under this Agreement, you may not:
copy, modify, or create derivative works of the Widget and API, in whole or in part, unless authorized by us;
rent, lease, lend, sell, license, sublicense, assign, distribute, publish, transfer, or otherwise make available the Widget and API except as described under License Grant above;
reverse engineer, disassemble, decompile, decode, adapt, or otherwise attempt to derive or gain access to any software component of the Widget and API, in whole or in part;
remove any proprietary notices from the Widget and API unless authorized by us;
use the Widget and API in any manner or for any purpose that infringes, misappropriates, or otherwise violates any intellectual property right or other right of any person, or that violates any applicable law;
design or permit Your Applications to disable, override, or otherwise interfere with any Company-implemented communications to end users, consent screens, user settings, alerts, warning, or the like; or
attempt to cloak or conceal your identity or the identity of Your Applications when requesting authorization to use the Widget and API.
You will comply with all terms and conditions of this Agreement, all applicable laws, rules, and regulations, and all guidelines, standards, and requirements that may be posted on the Company website from time to time. In addition, you will not use the Widget and API in connection with or to promote any products, services, or materials that constitute, promote, or are used primarily for the purpose of dealing in spyware, adware, or other malicious programs or code, counterfeit goods, items subject to U.S. embargo, unsolicited mass distribution of email ("spam"), multi-level marketing proposals, hate materials, hacking, surveillance, interception, or descrambling equipment, libelous, defamatory, obscene, pornographic, abusive, or otherwise offensive content, stolen products, and items used for theft, hazardous materials, or any illegal activities.
You agree to monitor the use of Your Applications for any activity that violates applicable laws, rules, and regulations or any terms and conditions of this Agreement, including any fraudulent, inappropriate, or potentially harmful behavior, and promptly restrict any offending users of Your Applications from further use of Your Applications. You agree to provide a resource for users of Your Applications to report abuse of Your Applications. As between you and us, you are responsible for all acts and omissions of your end users in connection with Your Application and their use of the Widget and API, if any. You agree that you are solely responsible for posting any privacy notices and obtaining any consents from your end users required under applicable laws, rules, and regulations for their use of Your Applications. All use by you of the Company Marks, if any, will comply with any usage guidelines that we may specify from time to time. You agree that your use of the Company Marks in connection with this Agreement will not create any right, title, or interest in or to the Company Marks in favor of you, and all goodwill associated with the use of the Company Marks will inure to the benefit of Company.
No Support; Updates
This Agreement does not entitle you to any support for the Widget and API. You acknowledge that we may update or modify the Widget and API from time to time and at our sole discretion (in each instance, an "Update
"), and may require you to obtain and use the most recent version of the Widget and API. Updates may adversely affect how Your Applications communicate with the Sophtron Services. You are required to make any changes to the Applications that are required for integration as a result of such Update at your sole cost and expense. Your continued use of the Widget and API following an Update constitutes binding acceptance of the Update.
Our API access is available to You at a fee of $.005 per Login Credential Refresh. When multiple accounts (whether savings, checking, loan or other) are updated for a single Login Credential that is billed as one Login Credential Refresh. If you enable “nightly refresh” for a Login Credential a Login Credential Refresh will be performed automatically each night.
An Sophtron™ branded widget version of the Widget and an unbranded Widget version of the Widget are currently available to You at no cost. We reserve the right to update our fee structure at any time, but will notify you of any updates before implementing them.
When a Login Credential Refresh is initiated immediately after the user connects their financial account login credentials with the branded Widget the $.005 fee is waived.
You acknowledge and agree that this fee arrangement is made in consideration of the mutual covenants set forth in this agreement, including, without limitation, the disclaimers, exclusions, and limitations of liability set forth herein.
We will pull access reports and send invoices to you by email on a periodic basis. You agree to pay all fees described herein on a timely basis, and acknowledge that if we do not receive payment from you within thirty (30) days of invoice, we reserve the right to freeze your account pending payment. Frozen accounts may be cancelled after a period of six (6) months. Payments are non-refundable, non-cancellable and not subject to set-off of any kind. You are responsible for all taxes associated with your use of the Widget and API (other than those based on Sophtron’s net income).
You are responsible for any fees charged by your internet service provider or mobile carrier for using the Widget and API, including, but not limited to data transfer fees.
Collection and Use of Your Information
Intellectual Property Ownership; Feedback
You acknowledge that, as between you and us, (a) we own all right, title, and interest, including all intellectual property rights, in and to the Widget and API, the Sophtron Services, and the Company Marks and (b) you own all right, title, and interest, including all intellectual property rights, in and to Your Applications, excluding the aforementioned rights in (a). You will use commercially reasonable efforts to safeguard the Widget and API and Company Marks (including all copies thereof) from infringement, misappropriation, theft, misuse, or unauthorized access. You will promptly notify us if you become aware of any infringement of any intellectual property rights in the Widget and API and Company Marks and will fully cooperate with us, in any legal action taken by us to enforce our intellectual property rights. If you or any of your employees, contractors, and agents sends or transmits any communications or materials to us by mail, email, telephone, or otherwise, suggesting or recommending changes to the Widget and API, the Sophtron Services, or the Company Marks, including without limitation, new features or functionality relating thereto, or any comments, questions, suggestions, or the like ("Feedback
"), all such Feedback is and will be treated as non-confidential. You hereby assign to us on your behalf, and on behalf of your employees, contractors, and agents, all right, title, and interest in, and we are free to use, without any attribution or compensation to you or any third party, any ideas, know-how, concepts, techniques, or other intellectual property rights contained in the Feedback, for any purpose whatsoever, although we are not required to use any Feedback.
Disclaimer of Warranties
THE WIDGET AND API AND COMPANY MARKS ARE PROVIDED "AS IS" AND THE COMPANY SPECIFICALLY DISCLAIMS ALL WARRANTIES, WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE. THE COMPANY SPECIFICALLY DISCLAIMS ALL IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT, AND ALL WARRANTIES ARISING FROM COURSE OF DEALING, USAGE, OR TRADE PRACTICE. COMPANY MAKES NO WARRANTY OF ANY KIND THAT THE WIDGET AND API OR COMPANY TRADEMARKS, OR ANY PRODUCTS OR RESULTS OF THE USE THEREOF, WILL MEET YOUR OR ANY OTHER PERSON'S REQUIREMENTS, OPERATE WITHOUT INTERRUPTION, ACHIEVE ANY INTENDED RESULT, BE COMPATIBLE OR WORK WITH ANY OF YOUR OR ANY THIRD PARTY'S SOFTWARE, SYSTEM OR OTHER SERVICES, OR BE SECURE, ACCURATE, COMPLETE, FREE OF HARMFUL CODE, OR ERROR-FREE, OR THAT ANY ERRORS OR DEFECTS CAN OR WILL BE CORRECTED.
You agree to indemnify, defend, and hold harmless Company and its officers, directors, employees, agents, affiliates, successors, and assigns from and against any and all losses, damages, liabilities, deficiencies, claims, actions, judgments, settlements, interest, awards, penalties, fines, costs, or expenses of whatever kind, including attorneys' fees, arising from or relating to (a) your use or misuse of the Widget and API or Company Trademarks, (b) your breach of this Agreement, and (c) Your Applications, including any end user's use thereof. In the event we seek indemnification or defense from you under this provision, we will promptly notify you in writing of the claim(s) brought against us for which we seek indemnification or defense. We reserve the right, at our option and in our sole discretion, to assume full control of the defense of claims with legal counsel of our choice. You may not enter into any third-party agreement that would, in any manner whatsoever, constitute an admission of fault by us or bind us in any manner, without our prior written consent. In the event we assume control of the defense of such claim, we will not settle any such claim requiring payment from you without your prior written approval.
Limitations of Liability
TO THE FULLEST EXTENT PERMITTED UNDER APPLICABLE LAW, IN NO EVENT WILL WE BE LIABLE TO YOU OR TO ANY THIRD PARTY UNDER ANY TORT, CONTRACT, NEGLIGENCE, STRICT LIABILITY, OR OTHER LEGAL OR EQUITABLE THEORY FOR (a) ANY LOST PROFITS, LOST OR CORRUPTED DATA, COMPUTER FAILURE OR MALFUNCTION, INTERRUPTION OF BUSINESS, OR OTHER SPECIAL, INDIRECT, INCIDENTAL, OR CONSEQUENTIAL DAMAGES OF ANY KIND ARISING OUT OF THE USE OR INABILITY TO USE THE WIDGET AND API; OR (b) ANY DAMAGES, IN THE AGGREGATE, IN EXCESS OF ONE HUNDRED DOLLARS ($100) EVEN IF WE HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH LOSS OR DAMAGES AND WHETHER OR NOT SUCH LOSS OR DAMAGES ARE FORESEEABLE OR COMPANY WAS ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
Term and Termination
The term of this Agreement commences when you acknowledge your acceptance of this Agreement by clicking the "I ACCEPT" button and will continue in effect until terminated as set forth in this Section. We may immediately terminate or suspend this Agreement, any rights granted herein, and/or your licenses under this Agreement, in our sole discretion at any time and for any reason, by providing notice to you or revoking access to the Widget and API and Company Trademarks. In addition, this Agreement will terminate immediately and automatically without any notice if you violate any of the terms and conditions of this Agreement. You may terminate this Agreement at any time by ceasing your access to and use of the Widget and API and Company Trademarks. Upon termination of this Agreement for any reason all licenses and rights granted to you under this Agreement will also terminate and you must cease using, destroy, and permanently erase from all devices and systems you directly or indirectly control all copies of the Widget and API and Company Trademarks. Any terms that by their nature are intended to continue beyond the termination or expiration of this Agreement will survive termination. Termination will not limit any of Company's rights or remedies at law or in equity.
The Widget and API may be subject to US export control laws, including the Export Control Reform Act and its associated regulations. You will not, directly or indirectly, export, re-export, or release the Widget and API to, or make the Widget and API accessible from, any jurisdiction or country to which export, re-export, or release is prohibited by law, rule, or regulation. You will comply with all applicable federal laws, regulations, and rules, and complete all required undertakings (including obtaining any necessary export license or other governmental approval), prior to exporting, re-exporting, releasing, or otherwise making the Widget and API available outside the US.
You acknowledge and agree that we have the right, in our sole discretion, to modify this Agreement from time to time. You will be notified of modifications through notifications or posts on our website or direct email communication from us. You will be responsible for reviewing and becoming familiar with any such modifications.
Governing Law and Jurisdiction
This agreement is governed by and construed in accordance with the internal laws of the State of Washington without giving effect to any choice of conflict of law provision or rule that would require or permit the application of the laws of any jurisdiction other than those of the State of Washington. Any legal suit, action, or proceeding arising out of or related to this agreement or the licenses granted hereunder will be instituted in the federal courts of the United States or the courts of the State of Washington in each case located in the city of Seattle and King County, and each party irrevocably submits to the exclusive jurisdiction of such courts in any such suit, action, or proceeding.
This Agreement constitutes the entire agreement and understanding between the parties hereto with respect to the subject matter hereof and supersedes all prior and contemporaneous understandings, agreements, representations, and warranties, both written and oral, with respect to such subject matter. Any notices to us must be sent to our corporate headquarters address available on our website and must be delivered either in person, by certified or registered mail, return receipt requested and postage prepaid, or by recognized overnight courier service, and are deemed given upon receipt by us. Notwithstanding the foregoing, you hereby consent to receiving electronic communications from us. These electronic communications may include notices about applicable fees and charges, transactional information, and other information concerning or related to the Widget and API. You agree that any notices, agreements, disclosures, or other communications that we send to you electronically will satisfy any legal communication requirements, including that such communications be in writing. The invalidity, illegality, or unenforceability of any provision herein does not affect any other provision herein or the validity, legality, or enforceability of such provision in any other jurisdiction. Any failure to act by us with respect to a breach of this Agreement by you or others does not constitute a waiver and will not limit our rights with respect to such breach or any subsequent breaches. This Agreement is personal to you and may not be assigned or transferred for any reason whatsoever without our prior written consent and any action or conduct in violation of the foregoing will be void and without effect. We expressly reserve the right to assign this Agreement and to delegate any of its obligations hereunder.
Last updated: September 20, 2021