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SubCentral Terms of Service

SubCentral ("SubCentral") is a subscription service provided by SubCentral, Inc. ("we" "us" or "our") that provides SubCentral subscribers ("Subscribers") with a service to discover, track and manage recurring cloud software subscriptions (the “subscription service”).

These Terms of Service govern your use of the SubCentral website and the subscription service for the SubCentral services.  As used in these Terms of Service, "our service" or "the service" means the SubCentral subscription service provided by us as described above.

1.  Acceptance of Terms of Service.  These Terms of Service, which include our Privacy Policy (https://www.subcentral.io/privacy-policy), and our Security Policy (https://www.subcentral.io/security-policy) and the Exhibit A Fincity End User License Agreement (EULA) (see Section 12.a below) and Exhibit B Plaid Technologies, Inc. Terms of Use and Privacy Policy (see Section 12.b. below) govern your applicable use of the service.  By using, visiting, browsing, this website or subscribing to the service, you (“you”, “Licensee”) accept and agree to these Terms of Service and the policies and EULA incorporated herein. If you do not agree to these Terms of Service, do not use the service or this website.

2.  Changes to Terms of Service. We may, from time to time, change these Terms of Service, including the Privacy Policy and the Exhibit A Fincity EULA (see Section 12.a below) and the Exhibit B Plaid Technologies, Inc. Terms of Use and Privacy Policy (see Section 12.b below). Unless otherwise agreed by you and us, such revisions shall be effective immediately; provided however, for existing Subscribers, such revision shall, unless otherwise stated, be effective 30 days after posting. By using the service, you agree to be bound by such revisions and should review these Terms of Service periodically to determine the then current Terms of Service to which you are bound.

3.  Privacy. Personally identifying information is subject to our  Privacy Policy (https://www.subcentral.io/privacy-policy), the terms of which are incorporated herein.  Please review our Privacy Policy to understand our practices.

4.  Communication Preferences. By using the SubCentral service, you consent to receiving electronic communications from us relating to your account. These communications may involve sending emails to your email address provided during registration, or posting communications on the SubCentral service and will include notices about your account (e.g., payment authorizations, change in password or Payment Method, confirmation e-mails and other transactional information) and are part of your relationship with us. You agree that any notice, agreements, disclosure or other communications that we send to you electronically will satisfy any legal communication requirements, including that such communications be in writing. You should maintain copies of electronic communications by printing a paper copy or saving an electronic copy. You also consent to receiving certain other communications from us, such as newsletters about new SubCentral features and content, special offers, promotional announcements and customer surveys via email or other methods. Please review our Privacy Policy (https://www.subcentral.io/privacy-policy) for further detail on our marketing communications.

5.  Subscription, Billing and Cancellation

          (a)  Trial Subscriptions. Trial subscriptions may be offered in our sole discretion. Trial subscriptions can be converted to a regular subscription at the end of the stated trial period via the process described on our website. ANY DATA YOU ENTER INTO THE SERVICES, AND ANY CUSTOMIZATIONS MADE TO THE SERVICES BY OR FOR YOU, DURING A FREE TRIAL MAY BE PERMANENTLY LOST UNLESS YOU PURCHASE A SUBSCRIPTION TO THE SAME SERVICES AS THOSE COVERED BY THE FREE TRIAL, PURCHASE UPGRADED SERVICES, OR EXPORT SUCH DATA (IF AVAILABLE), BEFORE THE END OF THE TRIAL PERIOD.

          (b)   Subscription. The SubCentral subscription service is offered via forms provided on SubCentral’s website, or pursuant to separate agreements that are entered into between you and SubCentral from time to time (“Sales Order Forms”). Sales Order Forms are incorporated herein by reference and governed by these Terms of Service unless otherwise indicated in such Sales Order Form.  Your SubCentral subscription will continue for the contract term (“Contract Term”) specified during the order process or in your Sales Order Form unless terminated earlier as set forth in these Terms of Service.  Any renewal terms (including auto-renewal processes) for the Contract Term are specified during the order process or in your Sales Order Form. You must have Internet access and provide us with a current, valid, accepted method of payment (as such may be updated from time to time, "Payment Method") to become a Subscriber and maintain a subscription. We will bill the subscription fee to your Payment Method as specified during the order process or in your Sales Order Form.

          (c)    Billing

                  (i)  Recurring/Regular Billing. By starting your SubCentral subscription, you authorize us to charge you the subscription fee at the specified rate for the specified period(s) to your Payment Method. In addition, if you purchase any additional products and services, we will bill you for those products and services.

                  (ii)  Price Changes. We reserve the right to adjust pricing for our service in any manner and at any time as we may determine in our sole and absolute discretion; provided however, that the specified subscription fee pricing for your current subscription shall not be changed during your then-current Contract Term. Subject to the foregoing restriction, any price changes to your service will take effect as specified in the notice to you from SubCentral regarding the price change.

                  (iii)  Billing. The subscription fee for our service will be billed at the beginning of the paying portion of your subscription and/or during additional periods as specified during the order process or in your Sales Order Form. Subscription fees are fully earned upon payment. We reserve the right to change the timing of our billing, in particular, as indicated below, if your Payment Method has not successfully settled. We may authorize your Payment Method in anticipation of subscription charges. As used in these Terms of Service, "billing" shall indicate a charge, debit or other payment clearance, as applicable, against your Payment Method. If any charges are not received from you when due, then at SubCentral’s discretion, (a) such charges may accrue late interest at the rate of 1.5% of the outstanding balance per month, or the maximum rate permitted by law, whichever is lower, from the date such payment was due until the date paid, and/or (b) SubCentral may condition future subscription renewals and Sales Order Forms on alternate payment terms and/or advance payments. If any amount owing by you under this or any other agreement (e.g. Sales Order Form) for any services is 15 or more days overdue, SubCentral may, without limiting other rights and remedies, accelerate your payment obligations under such agreements so that all unpaid amounts become immediately due and payable, and suspend all services to you until such amounts are paid in full.

                  (iv)  No Refunds. PAYMENTS ARE NONREFUNDABLE AND THERE ARE NO REFUNDS OR CREDITS FOR PARTIALLY USED PERIODS.

                  (v)  Payment Methods. You may edit your Payment Method information by visiting our website and accessing the "Account & Settings" page.  If a payment is not successfully settled, due to expiration, insufficient funds, or otherwise, and you do not edit your Payment Method information or cancel your account (see, "Cancellation" below), you remain responsible for any uncollected amounts and authorize us to continue billing the Payment Method, as it may be updated. This may result in a change to your payment billing dates.

                  (vi)  Cancellation. You may cancel your SubCentral subscription at any time, and you will continue to have access to the SubCentral service through the scheduled end of your Contract Term. WE DO NOT PROVIDE REFUNDS OR CREDITS FOR ANY PARTIAL- SUBSCRIPTION PERIODS OR UNUSED SERVICES. To cancel, please visit our website and access the "Account & Settings" page.

6.  Use and Scope of SubCentral Service

          (a)  You must be 18 years of age to become a subscriber of the SubCentral service.

          (b)  The SubCentral service, and any content viewed through our service, is strictly limited to you and your users (defined as individuals who are authorized by you to use the services solely on your behalf, including, but not limited to, employees, consultants, contractors, agents) for internal business purposes in the organization that you represent (as specified during the order process or in your Sales Order Form) and may not be provided to any third party.  You are responsible for the use or misuse of the service by any of your users.

          (c)  The availability and scope of the service may change from time to time during the time period of your subscription.  We will endeavor to provide you with advance notice of any material changes to the scope of the service.

          (d)  We may suspend, terminate or restrict your use of our service, without compensation or notice if you are, or if we suspect that you are (i) in violation of any of these Terms of Service or (ii) engaged in illegal or improper use of the service.

          (e)  You may not access the services if you are or represent a competitor to SubCentral and may not access the services for purposes of monitoring their availability, performance or functionality, or for any other benchmarking or competitive purposes. You shall not reproduce, modify, translate, or create derivative works of the services, any underlying ideas, technology, or related software, or any portion thereof. You shall not copy, rent, sell, lease, license, sublicense, distribute, pledge, assign, or otherwise transfer, encumber rights to, or allow access to the services, software or any part thereof or use them for the benefit of any third party. You shall not reverse assemble, reverse compile or reverse engineer any software or the services, or otherwise attempt to discover any such software source code, object code, or underlying confidential or proprietary information of SubCentral. You shall not remove or otherwise alter any proprietary notices or labels from the services, software or any portion thereof.

          (f)  Pursuant to certain functionality offered by the services (and subject to change from time to time), you may direct SubCentral to retrieve certain of your entity’s information maintained online by third-parties with which you have customer relationships, maintain accounts or engage in financial transactions (“Financial Information”). SubCentral works with one or more online service providers to access this Financial Information, including, but not limited to, Finicity Corporation (https://www.finicity.com) (see Section 12.a below) and Plaid Technologies, Inc. (https://plaid.com) (see Section 12.b below), statement and transaction aggregation service providers. SubCentral makes no effort to review the Financial Information for any purpose, including but not limited to accuracy, legality or non-infringement and you represent and warrant that you have all of the necessary rights to allow the Financial Information to be provided and utilized by SubCentral in connection with the services and as set forth herein. SubCentral is not responsible for the products and services offered by or on third-party sites. SubCentral cannot foresee or anticipate technical or other difficulties which may result in failure to obtain data or loss of data settings or other service interruptions relating to the Financial Information. SubCentral cannot and does not assume responsibility for the timeliness, accuracy, deletion, non-delivery or failure to store any user data, communications or personalization settings relating to the Financial Information. For example, when displayed through the services, Financial Information is only as fresh as the time shown, which reflects when the information is obtained from such sites. Such information may be more up-to-date when obtained directly from the relevant sites.

7.  Passwords & Account Access

          (a)  The Subscriber who created the SubCentral account and whose Payment Method is charged is referred to here as the Account Owner. The Account Owner has access and control over the SubCentral account. The Account Owner's control is exercised through use of the Account Owner's password and therefore to maintain exclusive control, the Account Owner should not reveal the password to anyone. In addition, if the Account Owner wishes to prohibit others from contacting SubCentral Customer Service and potentially altering the Account Owner's control, the Account Owner should not reveal the Payment Method details associated with their account. You are responsible for updating and maintaining the truth and accuracy of the information you provide to us relating to your account.

          (b)  In order to provide you with ease of access to your account and to help administer the SubCentral service, we may, in our sole discretion, implement technology that enables us to recognize you as the Account Owner and provide you with direct access to your account without requiring you to retype any password or other user identification when you revisit the SubCentral service.

          (c)  We reserve the right to place any account on hold anytime with or without notification to the Subscriber in order to protect us and our partners from what it believes to be fraudulent activity. We are not obligated to credit or discount a subscription for holds placed on the account by either our representative or by our automated processes.

8.  SubCentral Responsibilities

SubCentral will use commercially reasonable efforts to : (i) provide chat and email based support for the service, and (ii) make the service available 24 hours a day, 7 days a week, except for: (a) scheduled maintenance and downtime (regularly scheduled for Sunday at 9:00pm ET; if other scheduled downtime is required, SubCentral will use commercially reasonable efforts to give at least 48-hour notice via the services and/or email, or (b) any unavailability caused by circumstances beyond SubCentral’s reasonable control, including without limitations, floods, fires, earthquakes, civil unrest, acts of terror, strikes or other labor problems, internet service or other technology provider failures or delays, or denial of service attacks.

9.  Disclaimers of Warranties and Limitations on Liability

          (a)  The materials, information, and services provided as part of the service are provided "as is" without warranty of any kind, either express or implied, including, but not limited to, the implied warranties of merchantability and fitness for a particular purpose. There is no warranty against interference with your enjoyment of any materials, information, or services or against infringement.

TO THE FULLEST EXTENT PERMITTED BY LAW, Neither WE nor any of our officers, directors, employees or affiliates shall be liable for any indirect, special, consequential, punitive, exemplary and/or incidental damages of any kind whatsoever (including, but not limited to, lost profits or disbursements BUT EXCLUDING ATTORNEY’S FEES TO THE EXTENT PERMITTED BY APPLICABLE LAW) in any way due to, resulting from or arising in connection with your access to, inability to access, or use of the service, or from your reliance on any information provided as part of the service, even if we have been advised of the possibility of such damages. This limitation applies to all causes of action in the aggregate including, but not limited to, breach of contract, breach of warranty, negligence, strict liability, misrepresentation, and any other tort. In the event the foregoing limitation of liability set forth herein shall be for any reason held unenforceable or inapplicable, you agree that our aggregate liability (including the liablity of all of our affiliates) shall not exceed THE FEES PAID BY YOU TO SUBCENTRAL IN THE THREE (3) MONTHS PRIOR TO THE ACT GIVING RISE TO THE LIABILITY.

TO THE FULLEST EXTENT PERMITTED BY LAW, Neither we nor any of our affiliates takes any responsibility or assumes any liability for any content uploaded or otherwise transmitted by you or any third party, or for any mistakes, defamation, slander, libel, omissions, falsehoods OR OTHERWISE you may encounter in using the service. You agree to hold harmless both us and our affiliates and parties with whom we have contracted for purposes of hosting or maintaining this site from all claims based upon communications or materials made available by you in connection with the service.

          (b)  YOU MAY HAVE ADDITIONAL RIGHTS AT LAW OR EQUITY. NOTHING IN THESE TERMS OF SERVICE SHALL AFFECT ANY NON-WAIVABLE STATUTORY RIGHTS THAT APPLY TO YOU. If any provision or provisions of these Terms of Service shall be held to be invalid, illegal, or unenforceable, the validity, legality and enforceability of the remaining provisions shall remain in full force and effect.

10.  Intellectual Property. The products, services, technology and/or processes described and/or used as part of the service may be the subject of intellectual property rights reserved by us or other third parties. All documents available as part of the service may be protected under the U.S. and foreign Copyright Laws. Permission to reproduce may be required. We retain all rights to the SubCentral information we provide as part of the service, including, but not limited to, the right of distribution.  In addition and not in limitation of the foregoing, we own all statistical and aggregated or de-identified data derived from the operation of the service, including without limitation, transactions, configurations, aggregations of Financial Information, reports and any other aggregated data contained in or processed by the service (“Aggregated Data”).  Nothing herein (including the Privacy Policy) shall be construed as prohibiting our use, disposition or disclosure of the Aggregated Data; provided, however, that the Aggregated Data will not disclose your personally identifiable information (and such information remains subject to the Privacy Policy).

11.  Governing Law. Any transaction or occurrence arising out of the provision of the service shall be governed by and construed in accordance with the laws of the Commonwealth of Pennsylvania (excluding any conflict of laws provisions of the Commonwealth of Pennsylvania that would refer to and apply the substantive laws of another jurisdiction).

12.  Third Party Applications

          (a)  Finicity EULA.  Use of the SubCentral subscription service incorporates certain technology and services from Fincity Corporation (“Fincity Services”) and your use of the Fincity Services through SubCentral is subject to your compliance with the Fincity End User License Agreement (EULA) set forth in Exhibit A to these Terms of Service.  In addition to the Fincity Services, you may also encounter other third-party applications ("Application(s)") that interact with the service. These Applications may import data related to your SubCentral account and activity and otherwise gather data from you. These Applications are provided solely as a convenience to you, and we are not responsible for such Applications. SUCH APPLICATIONS ARE OWNED OR OPERATED BY THIRD PARTIES THAT ARE NOT RELATED TO WITH OR SPONSORED BY US. USE OF AN APPLICATION IS AT YOUR OWN OPTION AND RISK.

         (b)  Plaid Technologies, Inc.  SubCentral uses Plaid Technologies, Inc. (“Plaid”) to gather Subscriber’s data from financial institutions. By using our service, you grant SubCentral and Plaid the right, power, and authority to act on your behalf to access and transmit your personal and financial information from the relevant financial institution. You agree to your personal and financial information being transferred, stored, and processed by Plaid in accordance with the Plaid Privacy Policy (https://plaid.com/legal).

13.  The SubCentral service, and any content viewed through our service, is strictly limited to you and your users (defined as individuals who are authorized by you to use the services solely on your behalf, including, but not limited to, employees, consultants, contractors, agents) for internal business purposes in the organization that you represent (as specified during the order process or in your Sales Order Form) and may not be provided to any third party.  You are responsible for the use or misuse of the service by any of your users

14.  Use of Information Submitted. We are free to use any comments, information, ideas, concepts, reviews, or techniques or any other material contained in any communication you may send to us, without any acknowledgement or payment to you for any purpose whatsoever.

15.  Customer Support. FAQ information is available to you within the SubCentral website and through interactions with SubCentral Customer Support. In the event of any conflict between these Terms of Service and information provided by Customer Support or other portions of the SubCentral website, these Terms of Service will control.

16.  Arbitration Agreement

          (a)  You and we agree that any dispute, claim or controversy arising out of or relating in any way to the service, these Terms of Service and this Arbitration Agreement, shall be determined by binding arbitration or in small claims court. By agreeing to arbitration, you waive your right to have a judge or jury decide the dispute; arbitration is more informal than a lawsuit in court. Arbitration uses a neutral arbitrator instead of a judge or jury, allows for more limited discovery than in court, and is subject to very limited review by courts. Arbitrators can award the same damages and relief that a court can award. You agree that, by agreeing to these Terms of Service, the U.S. Federal Arbitration Act governs the interpretation and enforcement of this provision, and that you and we are each waiving the right to a trial by jury or to participate in a class action. This arbitration provision shall survive termination of this Agreement and the termination of your subscription.

          (b)  The arbitration will be governed by the Commercial Arbitration Rules (collectively, "AAA Rules") of the American Arbitration Association ("AAA"), as modified by this Agreement, and will be administered by the AAA. The arbitrator is bound by the terms of this Agreement. All issues are for the arbitrator to decide, including issues relating to the scope and enforceability of this arbitration agreement.

          (c)  YOU AND WE AGREE THAT EACH MAY BRING CLAIMS AGAINST THE OTHER ONLY IN YOUR OR ITS INDIVIDUAL CAPACITY, AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS OR REPRESENTATIVE PROCEEDING. Further, unless both you and we  agree otherwise, the arbitrator may not consolidate more than one person's claims with your claims, and may not otherwise preside over any form of a representative or class proceeding. If this specific provision is found to be unenforceable, then the entirety of this arbitration provision shall be null and void. The arbitrator may award declaratory or injunctive relief only in favor of the individual party seeking relief and only to the extent necessary to provide relief warranted by that party's individual claim.

17.  Indemnification. To the fullest extent permitted by law, upon a request by us, you agree to defend, indemnify, and hold harmless us and our affiliates, and our and our affiliates' employees, contractors, officers, and directors, from all liabilities, claims, and expenses, including attorney's fees and disbursements, that arise from your use or misuse of the service, including any provision of information (whether Financial Information or otherwise) directly or indirectly by you into or through the service (excluding in all cases any indemnification by you for our negligence or willful misconduct). We reserve the right, at our own expense, to assume the exclusive defense and control of any matter otherwise subject to indemnification by you, in which event you will cooperate with us in asserting any available defenses.

18.  Links to and from third party sites; Service Providers. AS PART OF THE SERVICE, WE MAY PROVIDE LINKS OR REFERENCES TO OTHER SITES. WE MAY ALSO PROVIDE CONTACT INFORMATION FOR SERVICE PROVIDERS, AND, AT YOUR REQUEST, CONNECT YOU TO SUCH SERVICE PROVIDERS. NEITHER WE NOR ANY OF OUR AFFILIATES HAS ANY RESPONSIBILITY FOR THE CONTENT OF THESE OTHER SITES, OR SERVICES PROVIDED BY ANY SERVICE PROVIDERS. WE DO NOT MAKE ANY REPRESENTATIONS OR GIVE ANY WARRANTIES WITH RESPECT TO ANY INFORMATION CONTAINED IN OR AT THESE OTHER SITES, OR SERVICES PROVIDED BY ANY SERVICE PROVIDERS AND SHALL NOT BE LIABLE FOR ANY DAMAGES OR INJURY ARISING FROM SUCH CONTENT OR SERVICES. NEITHER WE NOR ANY OF OUR AFFILIATES ENDORSES COMPANIES OR PRODUCTS TO WHICH IT HAS PROVIDED LINKS OR CONTACT INFORMATION. ANY LINKS OR CONTACT TO OTHER SITES OR SERVICE PROVIDERS IS PROVIDED MERELY AS A CONVENIENCE TO SUBSCRIBERS AND, IF YOU DECIDE TO ACCESS ANY OF THE THIRD PARTY SITES LINKED TO THIS SITE OR PROCURE SERVICE FROM ANY SERVICE PROVIDERS, YOU DO SO ENTIRELY AT YOUR OWN RISK. WE RESERVE THE RIGHT TO TERMINATE ANY LINK OR LINKING PROGRAM OR INFORMATION REGARDING SERVICE PROVIDERS AT ANY TIME.

THERE MAY BE CIRCUMSTANCES WHERE ACCESS TO THE SERVICE ARE PROVIDED BY A LINK LOCATED AT ANOTHER WEB SITE. NEITHER WE  NOR ANY OF OUR AFFILIATES MAKES ANY REPRESENTATIONS OR GIVES ANY WARRANTIES WITH RESPECT TO ANY INFORMATION CONTAINED IN OR AT THESE OTHER SITES, AND NEITHER WE NOR ANY OF OUR AFFILIATES SHALL BE LIABLE FOR ANY DAMAGES OR INJURY ARISING FROM THE CONTENT OF THESE OTHER SITES. NEITHER WE NOR ANY OF OUR AFFILIATES ENDORSES THE INDIVIDUALS, COMPANIES, OR OTHER SIMILAR ENTITIES, OR ANY PRODUCTS, SERVICES OR MATERIALS ASSOCIATED WITH SUCH INDIVIDUALS, COMPANIES, OR OTHER SIMILAR ENTITIES, THAT PROVIDE A LINK TO THIS SITE.

19.  Assignment. You will not have the right to assign or transfer your rights under these Terms of Service (including any Sales Order Form) to any other person or entity without our prior written consent, which consent shall not be unreasonably withheld.  Furthermore, you acknowledge and agree that your access to and use of the services may not be sublicensed or otherwise transferred voluntarily or by operation of law to any third party.  Any attempted assignment, license, sublicense or transfer by you, whether voluntary or involuntary, is void and grounds for termination of your rights under these Terms of Service.

20.  Miscellaneous. Headings are for reference purposes only.  Our failure to exercise or enforce any right or provision of the Terms of Service shall not constitute a waiver of such right or provision. Recognizing the global nature of the Internet, you agree to comply with all local rules regarding online conduct and acceptable materials. Specifically, you agree to comply with all applicable laws regarding the transmission of technical or other data exported from the United States or the country in which you reside.  These Terms of Service, and any web pages or other documents incorporated by reference (including any Sales Order Form, our Privacy Policy and our Security Policy), set forth the entire understanding and agreement between us with respect to the subject matter hereof. 

Last updated: January 15, 2018

Exhibit A

Fincity End User License Agreement

  1. LICENSEE ACCESS INFORMATION AND ACCOUNT DATA. You are solely responsible for (a) maintaining the confidentiality and security of your access number(s), password(s), security question(s) and answer(s), account number(s), login information, and any other security or access information, used by you, or anyone you authorize on your behalf, to access the Fincity Services provided by provider (“Services” or the “Service”) and your provider accounts (collectively, “Licensee Access Information”), and (b) preventing unauthorized access to or use of the information, files or data that you store or use in or with the Services (collectively, “Account Data”). You will be responsible for all electronic communications, including account registration and other account holder information, email and financial, accounting and other data (“Communications”) entered using the Licensee Access Information. It is assumed that any Communications received through use of the Licensee Access Information were sent or authorized by you. You agree to immediately notify us if you become aware of any loss, theft or unauthorized use of any Licensee Access Information. We reserve the right to deny you access to the Services (or any part thereof) if we reasonably believe that any loss, theft or unauthorized use of Licensee Access Information has occurred. You must inform us of, and hereby grant to us and our third party vendors permission to use, Licensee Access Information to enable us to provide the Services to you, including updating and maintaining Account Data, addressing errors or service interruptions, and to enhance the types of data and services we may provide to you in the future.

Anonymous, aggregate information, comprising financial account balances, other financial account data, or other available data that is collected through your use of the Services, may be used by our

third party

vendors to conduct certain analytical research, performance tracking and benchmarking. Our third party vendors may publish

summary

or aggregate results relating to metrics comprised of research data, from time to time, and distribute or license such anonymous, aggregated research data for any purpose, including but not limited to, helping to improve products and services and assisting in troubleshooting and technical support. Except as otherwise set forth in our Privacy Policy, your personally identifiable information will not be shared with or sold to third parties.

  1. PROVIDER SERVICES.

2.1 General. In connection with your use of the Services and as part of the functionality of the Services, you may have access to certain online services or information that may be made available by your provider(s) (“Provider Services”), including online banking, online payment, online investment account download, online bill pay, online trading, and other account information available from your provider(s). The Services are designed to allow you to access Provider Services (if and to the extent provided by your provider(s)) to set up banking and other information, schedule the Services to access your account(s), download transactions into the Services and otherwise aggregate information from your account(s) with your provider(s). You acknowledge and agree that we have no control over the provision of Provider Services or provision of access to the Provider Services by your provider(s), do not guarantee that you will be able to use the Services with the Provider Services, and will have no liability whatsoever for any actions or inactions on the part of the provider(s) resulting in your inability to use the Services to access your accounts, obtain data, download transactions, or otherwise use or access the Provider Services.

2.2 Collection of Provider Account Information. You acknowledge that in accessing your data and information through the Services, your provider account access number(s), password(s), security question(s) and answer(s), account number(s), login information, and any other security or access information, and the actual data in your account(s) with such provider(s) such as bank and other account balances, credit card charges, debits and deposits (collectively, “Provider Account Data”), may be collected and stored in the Services. You authorize us and our third party vendors, in conjunction with the operation and hosting of the Services, to use certain Provider Account Data to (a) collect your Provider Account Data, (b) reformat and manipulate such Provider Account Data, (c) create and provide hypertext links to your provider(s), (d) access the providers’ websites using your Provider Account Data, (e) update and maintain your account information, (f) address errors or service interruptions, (g) enhance the type of data and services we can provide to you in the future, and (h) take such other actions as are reasonably necessary to perform the actions described in (a) through (g) above. You hereby represent that you are the legal owner of your Provider Account Data and that you have the authority to appoint, and hereby expressly do appoint, us or our third party vendors as your agent with a limited power of attorney, and appoint us or our third party vendors as your attorney-in-fact and agent, to access third party sites, retrieve and use your Provider Account Data with the full power and authority to do and perform each thing necessary in connection with such activities, as you could do in person, including, without limitation, accepting any new and/or updated terms and conditions from your provider on your behalf. You further acknowledge that we do not, nor does our third party vendor review your Provider Account Data and agree that we are not responsible for its completeness or accuracy. Any transactions or informational activities performed at any provider’s website are not made through the Services and we assume no responsibility for such transactions or activities. You are solely responsible for any charges associated with your provider(s).

2.3 Information from Providers’

Websites

. You acknowledge and agree that (a) some providers may not allow the Services to access the Provider Services, (b) providers may make changes to their websites, with or without notice to us, that may prevent or delay aggregation of information from such websites, and (c) the Services may “refresh” the Provider Account Data by collecting the Provider Account Data nightly, so your most recent transactions may not be reflected in any account balances or other account information presented to you in the Services. If you see a discrepancy in the Provider Account Data, and in any case before making any transactions or decisions based on such account information presented in the Services, you should check the last refresh date for the account and confirm Provider Account Data is correct by following the link back to the applicable provider or otherwise confirm that Provider Account Data is up to date and accurate.

  1. SOFTWARE USE, STORAGE AND ACCESS. We shall have the right, in our sole discretion and with reasonable notice, to establish or change limits concerning use of the Services, temporarily or permanently, including but not limited to (a) the amount of storage space you have on the Services at any time, and (b) the number of times (and the maximum duration for which) you may access the Services in a given period of time. We reserve the right to make any such changes effective immediately to maintain the security of the system or Licensee Access Information or to comply with any laws or regulations, and to provide you with electronic or written notice within thirty (30) days after such change. You may reject changes by discontinuing use of the Services to which such changes relate. Your continued use of the Services will constitute your acceptance of

    and

    agreement with such changes. Maintenance

    upon

    the Services may be performed from time-to-time resulting in interrupted service, delays or errors in the Services. Attempts to provide prior notice of scheduled maintenance will be made, but

    provider

    cannot guarantee that such notice will be provided.

 

  1. EXPORT RESTRICTIONS. You acknowledge that the Services and any software underlying such Services are subject to the U.S. Export Administration Regulations (15 CFR, Chapter VII) and that you will comply with these regulations. You will not export or re-export the software or Services, directly or indirectly,

    to:

    (a) any countries that are subject to U.S. export restrictions; (b) any end user who has been prohibited from participating in U.S. export transactions by any federal agency of the U.S. government; or (c) any end user who you know or have reason to know will utilize them in the design, development or production of nuclear, chemical or biological weapons. You further acknowledge that this product may include technical data subject to export and re-export restrictions imposed by U.S. law.

  1. DISCLAIMER. YOU ACKNOWLEDGE AND AGREE THAT THE SERVICES AND ANY THIRD PARTY SERVICES ARE PROVIDED “AS IS” AND “AS AVAILABLE.” THE THIRD PARTY VENDOR AND ITS LICENSORS MAKE NO WARRANTY, EXPRESS, IMPLIED, OR STATUTORY, AND DISCLAIM ANY AND ALL WARRANTIES WITH RESPECT TO THE SERVICES OR ANY THIRD PARTY SERVICES; IN WHOLE OR IN PART, INCLUDING WITHOUT LIMITATION ANY IMPLIED WARRANTY OF FITNESS FOR A PARTICULAR PURPOSE, MERCHANTABILITY, TITLE, OR NON-INFRINGEMENT. YOU UNDERSTAND AND EXPRESSLY AGREE THAT ANY USE OF THE SERVICES OR THIRD PARTY SERVICES WILL BE AT YOUR SOLE RISK. VENDOR AND ITS (a) LICENSORS AND (b) THIRD PARTY VENDORS DO NOT WARRANT THE COMPREHENSIVENESS, COMPLETENESS, CORRECTNESS, LEGALITY, OR ACCURACY OF THE SERVICES OR THIRD PARTY SERVICES, IN WHOLE OR IN PART, OR THAT THE SERVICES WILL BE SECURE, UNINTERRUPTED OR ERROR FREE. YOU ARE SOLELY RESPONSIBLE FOR ANY DAMAGE TO YOUR COMPUTER SYSTEM OR OTHER DEVICE OR LOSS OF DATA THAT RESULTS FROM YOUR USE OF THE SERVICES OR THIRD PARTY SERVICES.

SERVICES.

  1. COMPLIANCE WITH FAIR CREDIT REPORTING ACT

6.1 You acknowledge that applications that use consumer data to generate scores or other reports or that otherwise will be utilized by application users in connection with making a decision as to whether to enter into the following types of transactions or on what terms the transaction will be offered (“Financial Apps”) may be subject to the provisions of the Federal Fair Credit Reporting Act (“FCRA”) and equivalent state laws:

  • Extend credit to an applicant.
  • Issue an insurance policy to an applicant.
  • Employ a job applicant.
  • Rent an apartment to a prospective tenant.
  • Sell a product to, provide a service to or otherwise enter into a transaction initiated by a prospective customer.
  • Accept a check or credit card as payment for a sale.
  • Other activities set forth in Section 604 of the FCRA (15 U.S.C. §1681b) and in interpretations of Section 604 by the Federal Trade Commission and the Bureau of Consumer Financial Protection.

6.2 You acknowledge and agree that, in connection with Finicity Corporation’s (“Finicity”) product and services as a third party vendor of ours, data will be transmitted or made available in a mechanical manner by Finicity, and that to the extent Finicity is involved, Finicity will not alter the substance of the data.

Finicity

will be acting only as a service provider and conduit and not as a consumer reporting agency in connection with the data. Finicity is providing the service of data delivery only as requested by you, the ultimate end-user, as requested and authorized by you, the owner of such information. You acknowledge that

Finicity

is not a reseller of data but simply provides the service of transferring data as requested and you from one party to the party directed and authorized by you to receive the data.

  1. THIRD PARTY BENEFICIARY; INDEMNIFICATION. You agree that

    Finicity

    is a third party beneficiary of the above provisions, with all rights to enforce such provisions as if

    Finicity

    were a party to this Agreement. You agree to protect Finicity and their affiliates from any and all third party claims, liability, damages, expenses and costs caused by or arising from your use of the Services, your violation of these terms or your infringement, or infringement by any other user of your account, of any intellectual property or

    other right

    of anyone.

  2. LIMITATION OF LIABILITY. YOU AGREE THAT NEITHER WE NOR FINICITY NOR ANY OF THEIR AFFILIATES, ACCOUNT PROVIDERS OR ANY OF THEIR AFFILIATES WILL BE LIABLE FOR ANY HARMS, WHICH LAWYERS AND COURTS OFTEN CALL DIRECT, INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL OR EXEMPLARY DAMAGES, INCLUDING, BUT NOT LIMITED TO, DAMAGES FOR LOSS OF PROFITS, GOODWILL, USE, DATA OR OTHER INTANGIBLE LOSSES, EVEN IF WE OR FINICITY HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, RESULTING FROM: (i) THE USE OR THE INABILITY TO USE THE SERVICE; (ii) THE COST OF GETTING SUBSTITUTE GOODS AND SERVICES, (iii) ANY PRODUCTS, DATA, INFORMATION OR SERVICES PURCHASED OR OBTAINED OR MESSAGES RECEIVED OR TRANSACTIONS ENTERED INTO, THROUGH OR FROM THE SERVICE; (iv) UNAUTHORIZED ACCESS TO OR ALTERATION OF YOUR TRANSMISSIONS OR DATA; (v) STATEMENTS OR CONDUCT OF ANYONE ON THE SERVICE; (vi) THE USE, INABILITY TO USE, UNAUTHORIZED USE, PERFORMANCE OR NON-PERFORMANCE OF ANY THIRD PARTY ACCOUNT PROVIDER SITE, EVEN IF THE PROVIDER HAS BEEN ADVISED PREVIOUSLY OF THE POSSIBILITY OF SUCH DAMAGES; OR (vii) ANY OTHER MATTER RELATING TO THE SERVICE.

Exhibit B

Plaid Technologies, Inc.

SubCentral uses Plaid Technologies, Inc. (“Plaid”) to gather Subscriber’s data from financial institutions. By using our service, you grant SubCentral and Plaid the right, power, and authority to act on your behalf to access and transmit your personal and financial information from the relevant financial institution. You agree

to

your personal and financial information being transferred, stored, and processed by Plaid in accordance with the Plaid Privacy Policy (https://plaid.com/legal).