These General Terms of Service ("Agreement") are a legal and binding agreement between Open Finance Inc., including its affiliate Open Finance Limited, related companies, unaffiliated partners and/or licensors(together herein referred to as "Open Finance", "we", "our" or "us"), and User (as defined in “Section 1”). This Agreement sets out the terms and conditions under which User can access and use (I) our website located at www.open-finance.ai and all related subdomains, including the Open Finance blog and bulletin board (collectively, the "Website"), and (II) the functionality enabling access to financial account for the purpose of retrieving financial account data and receiving related data enrichment services or initiating payment transactions through a third-party application, product or service used by User, delivered via application programming interfaces (including without limitation the Spectre API), software development kits, and any other services, content, tools and features as made available by Open Finance from time to time (collectively, the "Aggregation Services"). By accessing and using the Website and/or Aggregation Services (together, the "Services") User agrees to be bound by the terms and conditions of this Agreement. Open Finance recommends that User thoroughly reviews this Agreement, as the same may be updated from time to time, before accessing or attempting to use the Services and during use of the Services. User must not access and use the Services if User doesn't agree to all of the terms and provisions of this Agreement.
This Agreement applies to:
Visitors to our Website ("Visitors');
Subscribers to Open Finance bulletin board, white papers or similar types of information or materials ("Subscribers");
End users who use the Aggregation Services directly by enrolling in the Banks Integration Program ("Direct Users");
Users (individuals acting in their own capacity or on behalf of a legal entity) who sign up for an account on the Website in order to test the functionality of the Aggregation Services ("Account Users");
End users who use the Aggregation Services through a Developer Application ("Indirect Users");
1 to 5 collectively referred to as “Users”
2. Acceptance of agreement
By deciding to access and use (either by computer, mobile or other electronic device now or hereafter devised) the Services, User:
confirms that User is at least eighteen (18) years old, or of the legal age of majority in the jurisdiction in which User resides;
has legal capacity to enter into this Agreement;
acknowledges that User has carefully reviewed the terms and conditions of this Agreement; and
agrees to be bound by the terms of this Agreement as well as:
any terms provided separately to User or indicated on the Website as applying to User's access to and use of the Services (e.g., the End User License Agreement, separate program, service or feature terms and conditions);
additional third-party terms and conditions indicated in this Agreement or in other documents on the Website.
3. Right to use the services
3.1. License Grant. Our Services are protected by copyright, trade secret, and other intellectual property laws. Open Finance hereby grants User a personal, limited, non-exclusive, non-transferable, revocable, non-sublicensable right and license to use the Services during the term of this Agreement in accordance with the terms and conditions of this Agreement. Except for rights expressly granted to User in this Agreement, Open Finance reserves all other rights, title and interest, including all intellectual property rights, in and to the Services and the underlying technology used to provide the Services, including without limitation all software and any copies, corrections, bug fixes, enhancements, modifications or new versions thereof and all research and development and experimental development in respect thereto ("Open Finance Technology"). No rights are granted by implication, estoppel or otherwise. User acknowledges that only Open Finance shall have the right to maintain, enhance or otherwise modify the Services and Open Finance Technology unless specific permissions are granted to User in a separate agreement with Open Finance.
3.2. License Restrictions. User shall use the Services solely for the purposes that are permitted by and as contemplated in this Agreement. Without limiting any other provision of this Agreement, User agrees that User shall not, either directly or indirectly:
disseminate, market, license, sublicense, sell, resell, lease, transfer, assign, distribute, time share, let, rent, give somebody the loan of, or sub-authorize any element of the Services;
modify, translate, reverse engineer, decrypt, decompile, decode, disassemble, or create derivative works based on Open Finance Technology(including without limitation the Spectre API and other software), undertake any benchmark trials using all or any part of the Spectre API, or in any other way try to procure the human decipherable form of the Spectre API, except to the extent expressly agreed upon in writing by Open Finance with User 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 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 Services;
indulge in any actions with the Services that meddle with, disturb, destroy, or access in an unlawful way the server networks, connections, systems, records, or other assets, tools or services of Open Finance or any related third party;
transmit any worms, viruses, Trojan horses, or any other malware, disruptive or harmful software or data through User's access to and use of the Services; or
use the Services or any part thereof for any unlawful or fraudulent purpose or otherwise in any way not permitted by this Agreement.
4. Telecommunications provider terms
whether telecommunications services from User's provider will be available and accessible at any time or from any location;
any loss, damage, or other security intrusion of the telecommunications services;
failure of the telecommunications services to transmit any data, communications or settings in connection with the Services.
5. Personal data
6. User generated content
6.1. Content Generally. Open Finance is not responsible for any materials uploaded through User's use of the Aggregation Services, particularly through the file upload capability ("Content"). Users are responsible for the integrity of their own Content. Open Finance encourages all Users to keep records of their respective account information and ensure such information is updated to allow us to provide User with all required and appropriate warnings, information and disclosures, including but not limited to notifications or warnings where an account appears to have been compromised. User represents and warrants that User has the right, power and authority to make any Content provided to us available for the intended purposes and that such use and storage by us of such Content will not breach the rights of any third party, including without limitation any proprietary rights.
6.2. Feedback. Open Finance may freely use any suggestions, feedback or ideas User may provide to us while using the Services (collectively, "Feedback").By providing any Feedback to Open Finance User hereby grants us 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, including but not limited to modifying and improving the Services, Open Finance's other current and future services and products, service advertising and marketing materials. Open Finance reserves the right to incorporate the Feedback into the Service sand, if so incorporated, the Feedback shall form part thereof and shall become Open Finance's intellectual property.
6.3. Enforcement. Open Finance reserves the right at all times to refuse to process any Content, and to monitor Content but has no obligation to do so. Open Finance also reserves the right to access, view, store, and disclose any Content as we reasonably believe is necessary in order to: (I) satisfy any applicable law, regulation, legal process or governmental request; (II) enforce this Agreement, including investigation of potential violations hereof; (III) detect, prevent, or otherwise address fraud, security or technical issues; (IV) respond to user support requests; or (V)protect the rights, property or safety of our Users and the public.
6.4. Indemnification. User hereby agrees to indemnify Open Finance, its officers, directors, shareholders, employees and agents for any and all claims, suits, damages, liabilities, losses and expenses(including reasonable legal fees) relating to any acts by User, including but not limited to any Content submitted by User, in connection with using the Services that result in claims against us by any third parties. Open Finance reserves the right to terminate accounts and take further action against any User found to be in violation of this Section 6.
7. Third-party services
The Services may include links to, or otherwise direct User's attention towards, websites, services, features, or products operated or offered by third parties and not by Open Finance (collectively, "Third-Party Services"). Such link sand information are offered solely for informational purposes and convenience. The inclusion of any link does not imply an association, support, endorsement, consent, examination, or authentication by Open Finance of such third party or Third-Party Services (including without limitation any content made available within such Third-Party Services). Open Finance shall not be liable for the information and content contained in any Third-Party Services or for User's use of or incapacity to use such Third-Party Services, and Open Finance expressly disclaims any liability for them. Access to any Third-Party Services is at User's own risk, and User must be aware of the fact that Third-Party Services are governed by terms of service and privacy policies different from those of Open Finance. User acknowledges and agrees that the third party, and not Open Finance, is entirely liable for the delivery and performance of the respective Third-Party Services.
8. Additional terms
8.1. No Professional Advice. Any information or data contained in or made available through the Services is provided for informational purposes only and can't substitute for the services of trained professionals. Open Finance does not give professional advice and is not in the business of providing legal, financial, accounting, taxation or other professional services or advice. User should independently verify and research, or take independent financial advice from a trusted and competent professional in connection with, any information or data contained in or made available through the Services for the purpose of making any financial decisions or otherwise. Open Finance expressly disclaims any liability, whether in contract, tort (including negligence) or otherwise, in respect of any damage, expense or other loss User may suffer arising out of such information or data, or any use of or reliance upon such information or data.
8.2. Updates on Open Finance Products and Services. If User is a Subscriber or has opted in to receive notifications or updates on our other products and services, Open Finance may send the relevant communications to User from time to time. Additional term sand conditions may apply to such other services or products offered from time to time by Open Finance. User may opt out of receiving such informational emails at any time by following the unsubscribe instructions included in each such email.
8.4. Security. Account User and Direct User must provide accurate registration information for their respective account. Account User and Direct User acknowledge and agree that it is their sole responsibility to secure the credentials used to access their account for the Client Dashboard (as defined in Section 10.1) or Banks Integration Program, respectively. Account User and Direct User are solely responsible for all activities and actions carried out under their respective accounts. Any such activities and actions shall be deemed performed by the respective Account User or Direct User. Account User and Direct User must immediately contact us at email@example.com in case of suspected unauthorized access to their respective account.
9. Banks integration program
10. Open Finance Accounts
10.1. Definition and Account Status. Users (individuals acting in their own capacity or on behalf ofa legal entity) who wish to test the functionality of the Aggregation Services may sign up for a unique account on the Website ("Open Finance Account") by completing the applicable registration process and providing the required registration information. A Open Finance Account enables the Account User to access and use the Services made available via the Website through the client dashboard functionality("Client Dashboard") free of charge for testing purposes only and subject to the access limits and restrictions applicable to the type of Open Finance Account. There are two (2) different types of Open Finance Accounts depending on the status assigned by Open Finance: pending Open Finance Account ("Pending Account") and test Open Finance Account ("Test Account"). User acknowledges and agrees that Open Finance may, in its sole discretion, reject any Open Finance Account application for any reason, even if the Account User has complied with all of the requirements stated herein. User further acknowledges that Open Finance may in its sole discretion change the access, use and time limitations and/or apply additional restrictions or requirements for any Open Finance Account at any time, with or without notice to Users.
10.2. Pending Accounts. A Pending Account allows the Account User to test the Aggregation Services based on simulated access to financial accounts and dummy financial account data. Pending Accounts provide access to Aggregation Services limited at any time to one hundred (100) active simulated access connections to "fake" financial institutions (for the avoidance of doubt, deleted access connections are not counted for the purpose of the foregoing limitation).
10.3. Test Accounts. A Test Account allows the Account User to test the Aggregation Services based on simulated access to financial accounts and dummy financial account data as well as access to real financial accounts and financial account data. The change of Pending Account to Test Account is done based on a change-of-status request of the Account User sent to Open Finance and is subject to the provision of additional registration information. A Pending Account will be switched to Test Account upon Open Finance's review of the Account User's request and supporting information. Open Finance may refuse to switch any Pending Account to Test Account in its sole discretion. Generally, a Test Account is available for use for up to ninety(90) days and is limited to one hundred (100) active access connections to financial institutions, including both "fake" and real financial institutions (for the avoidance of doubt, deleted access connections are not counted for the purpose of the foregoing limitation). Open Finance may in its sole discretion apply different access, use and time limitations depending on the intended use case scenario for the concerned Test Account. Upon expiry of the ninety (90) days' period, any Test Account will be automatically switched to Pending Account unless Open Finance has expressly agreed in writing with the Account User to extend this period and, where appropriate, on the amended terms(including without limitation access and use limits and restrictions)applicable during such extended period.
10.4. Live Accounts. The status of a Open Finance Account may be switched to live (such account thus becoming a "Live Account") if there is a written service provision agreement ("Service Provision Agreement") in effect between Open Finance and the legal entity that is the owner of the third-party application, product or service used by Indirect Users. The use of the Aggregation Services via a Live Account is governed by the terms and conditions (including access terms and restrictions, service usage limits, fees and payment) set forth in such Service Provision Agreement and not this Agreement.
10.5. Access Requirements. As part of the authentication requirements for accessing and using the Services through the Client Dashboard, Account User must use: (i) unique access tokens created by Open Finance for Account User and licensed by Open Finance to Account User("Access Tokens") in order to be able to access and interact with the Aggregation Services, and, if applicable (ii) unique credentials created by each individual user authorized to access and use the Client Dashboard and/or Services on Account User's behalf("Staff Credentials").Account User acknowledges and agrees that Account User shall:
only access and use the Client Dashboard and Services through Access Tokens and Staff Credentials(together, "Access Credentials").Account User shall not sub-license, lease, sell, rent, disclose, share, distribute, publish or assign any Access Credentials provided to, or used by, Account User in connection with their Open Finance Account to any third party;
be solely responsible for any actions performed with or using the Client Dashboard and Services under the Access Credentials; all such actions shall be deemed to be performed by the Account User; and
comply with any changes in the access requirements that Open Finance may apply at any time and from time to time by adding additional methods and/or criteria of authentication or changing the existing ones in order to enhance the security of the Client Dashboard and/or Services, or comply with new security or technical requirements arising from the applicable laws.
11. Disclaimer of warranties
Open Finance and its suppliers do not guarantee the adequacy of the services or compatibility and security thereof to user's computer equipment and do not warrant that the services, their infrastructure or any emails or communications transmitted via the services will be free of viruses or secure against hacking attacks. If the applicable law does not allow the exclusion of some or all of the above warranties to apply to user, the above exclusions will apply to user to the fullest extent permitted by applicable law.
12. Limitation of liability
User expressly understands and agrees that, to the maximum extent permitted by applicable law, Open Finance and its suppliers shall not be liable for any direct, indirect, incidental, special, consequential or exemplary damages, including but not limited to damages for, relating to or arising from (a) loss of profits, (b) failures of telecommunications, the internet, electronic communications, (c) corruption of data, (d) breach of security, (e) loss or theft of data, (f) viruses or spyware, (g) loss of business revenue or investment, (g) use of software or hardware that does not meet Open Finance's systems requirements, (h) damage to goodwill, data or other intangible losses, or (i) resulting from: (I) the use of or the inability to use the services; (II) unauthorized access to or alteration of user's personal data; (III) conduct of any third party on our website. The above limitations apply even if Open Finance and its suppliers have been advised of the possibility of such damages. notwithstanding anything to the contrary herein, Open Finance's aggregate liability to user for all claims relating to this agreement, however arising, shall at all times be limited to a maximum of $100 (one hundred united states dollars).
The disclaimer of representations, warranties and conditions and limitation of liability constitute an essential part of this agreement. User acknowledges that but for the disclaimer of representations, warranties and conditions and limitation of liability, neither Open Finance nor any of its suppliers would grant the rights granted in this agreement.
14. Proprietary rights
All right, title and interest in and to the Services, the underlying Open Finance Technology, including all intellectual property rights therein, are and will remain with Open Finance and its licensors. Open Finance, Spectre API, open-finance.ai, and all other trademarks, service marks, graphic sand logos used in connection with the Services are trademarks or registered trademarks of Open Finance. Open Finance does not grant User any right or license to use, copy or reproduce any Open Finance's trademarks.
15. Force majeure
All right, title and interest in and to the Services, the underlying Open Finance Technology, including all intellectual property rights therein, are and will remain with Open Finance and its licensors. Open Finance, Spectre API, open-finance.ai, and all other trademarks, service marks, graphicsand logos used in connection with the Services are trademarks or registeredtrademarks of Open Finance. Open Finance does not grant User any right orlicense to use, copy or reproduce any Open Finance's trademarks.
16. Changes to the agreement and services
16.1 Changes to the Agreement. Open Finance reserves the right to change this Agreement at anytime and from time to time to reflect changes in the applicable laws, technical or security requirements, or the functionality of the Services. If Open Finance decides to change this Agreement in the future, Open Finance will post an appropriate notice at the top of this page and/or give reasonable advance notice to Users through the Services or by other means (e.g., via email notification). Any non-material change (such as clarifications) to this Agreement will become effective on the date the change is posted and any material changes will become effective thirty (30) days from their posting on the Website. The date of the last update of this Agreement is set out at the top of this document. User acknowledges and agrees that User's continued use of the Services after the date of changes to this Agreement indicates User's agreement to such changes.
16.2 Updates to the Services. Open Finance may, in its sole discretion and at any time, update or modify the Services, discontinue, temporarily or permanently, providing the Services or any part thereof, including without limitation for technical reasons, security issues, legal requirements, or business reasons, with or without notice to User. Open Finance may also perform maintenance of the Services from time to time which may result in interruptions, delays or errors in the Services. User acknowledges and agrees that any maintenance, modification, suspension or termination of the Services may be effected without prior notice, although Open Finance will endeavor to provide such notice whenever feasible. User acknowledges and agrees that User's continued use of the Services after the date of changes to the Services indicates User's agreement to such changes.
17. Term and termination
This Agreement becomes effective when User accepts the terms and provisions herein and remains in force until terminated by either party. User acknowledges and agrees that Open Finance in its sole discretion and without notice may suspend or terminate this Agreement, any Open Finance Account, or User's use of the Services, and remove and discard any Content within the Services for any reason, including if Open Finance reasonably believes that User has violated or acted inconsistently with the letter or spirit of this Agreement. Account Users may terminate this Agreement by deleting their Open Finance Account. Direct Users may terminate this Agreement by deleting their Direct User Account. Subscribers may terminate this Agreement by opting out of the Services to which they have subscribed. Any termination of this Agreement (howsoever occasioned) shall not 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.
18. Export restrictions
The Services and Open Finance Technology are subject to the Israel Export Regulations and may be subject to the export control laws of, trading embargoes or other trading restrictions imposed by the United States, United Kingdom, European Union and/or the United Nations. User acknowledges that none of the Services or Open Finance Technology may be downloaded or otherwise exported or re-exported, directly or indirectly: (I) into any countries that are subject to U.S., UK, EU, United Nations, Israel or Canadian sanctions applicable to export or re-export of goods; or (II) to person(s) on the Israel treasury department's list of specially designated nationals and blocked persons list, or the Israel commerce department's denied persons list, unverified list, Entity list or Non-Proliferation sanction list.
19. Laws and jurisdiction
User agrees that this Agreement shall be governed by, and construed in accordance with, the laws of Israel, and the federal laws applicable thereto, regardless of the conflict of laws provisions thereof and excluding the 1980 United Nations Convention on Contracts for the International Sale of Goods.
If a dispute arises between user and Open Finance, our goal is to provide a neutral and cost effective means of resolving the dispute quickly. User agrees that any dispute, controversy or claim arising out of or in connection with this agreement shall be resolved by binding arbitration under Israel law, rather than court litigation. Such arbitration shall be before one (1) arbitrator appointed from the roster of the adr chambers applying the Israel arbitration act. The arbitrator shall be selected by adr chambers from the list of arbitrators with experience in resolving complex commercial contract matters. Any arbitration will be governed by the province of Israel laws and regulations. This arbitration provision shall survive termination of this agreement. By entering into this agreement and agreeing to arbitration, user agrees that user and Open Finance are each waiving the right to file a lawsuit and the right to a trial by jury. In addition, User agrees to waive the right to participate in a class action or litigate on a class-wide basis. User agrees that user has expressly and knowingly waived these rights.
To begin an arbitration proceeding, User must send a letter requesting arbitration and describing User's claim to:
Open Finance Inc.
28 Haharbaa Street, Floor G, Tel Aviv, Israel
21.2. Severability. If any provision of this Agreement is held to be illegal, invalid, void or unenforceable, in whole or in part, by any court of competent jurisdiction, the remainder of the terms and provisions set forth herein shall remain in full force and effect and shall in no way be affected, impaired or invalidated thereby. Such illegal, invalid, void or unenforceable term or provision or part thereof shall be deemed modified to the extent required to render it enforceable; failing which, it shall be severed from this Agreement, which shall continue in full force and effect and be binding upon User.
21.3. Assignment. User cannot assign or transfer any or all of User's rights or obligations under this Agreement to anyone without prior written approval of Open Finance. However, Open Finance at its sole discretion may assign or transfer this Agreement without User's consent to: (I) an affiliate; (II) a company through a sale of assets by Open Finance; or (III) a successor by merger. Any assignment that is in contravention of this Agreement shall be considered void.
21.4. Non-Waiver. No failure or delay on the part of Open Finance in exercising any right, power or remedy pursuant to this Agreement shall operate as a waiver thereof, and no single or partial exercise of any such right, power or remedy shall preclude any other or further exercise thereof, or the exercise of any other right, power or remedy.
22. Contact us
In case of any questions regarding this Agreement or the Services, please contact us at firstname.lastname@example.org.