Date Last Revised: July 2, 2018
Thank you for using Fentury, a personal finance management application. These Terms of Service ("Agreement") are a legal and binding agreement between Salt Edge Inc., including its subsidiary Salt Edge Limited, respective affiliates, related companies, unaffiliated partners and/or licensors (together herein referred to as "Salt Edge", "we", "our", "us"), and User (as defined in Section 1). This Agreement sets out the terms and conditions under which User may access and use (i) our website fentury.com and all related subdomains, including the Fentury community and blog (collectively, the "Website"), and (ii) our mobile applications for iOS and Android platforms (together, the "App"). By accessing and using the Website, App and any content, features, tools or services as made available by Salt Edge from time to time in connection with the Website or App (collectively, the "Services") User agrees to be bound by the terms and conditions of this Agreement. Salt Edge 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.
To make it easier for Users to navigate through this Agreement and find the relevant information quickly, we have divided it into the following sections for convenience:
10. ADDITIONAL TERMS
15. FORCE MAJEURE
22. CONTACT US
This Agreement applies to:
- visitors to our Website ("Visitors");
- users who sign up for a user account on the Fentury community ("Community Users"); and
- users who subscribe to the Services, subject to the applicable payment, by creating a user account ("Fentury Account") on the Website or via the App ("Fentury Users");
((i) to (iii) 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 or in the App 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); and
- additional third-party terms and conditions, rules or guidelines applicable to the Services or certain features or functionality of the Services indicated in this Agreement or in other documents on the Website or App, or made available through the App ("Third-Party Terms"). All such Third-Party Terms are hereby incorporated by reference into, and made a part of, this Agreement.
3. RIGHT TO USE THE SERVICES
3.1. License Grant. Our Services are protected by copyright, trade secret, and other intellectual property laws. Salt Edge 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. Salt Edge reserves all 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 ("Salt Edge Technology"). Except for rights expressly granted to User in this Agreement, no other rights are granted by implication, estoppel or otherwise. User acknowledges that only Salt Edge shall have the right to maintain, enhance or otherwise modify the Services and Salt Edge Technology unless specific permissions are granted to User in a separate agreement with Salt Edge.
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 Salt Edge Technology, undertake any benchmark trials using all or any part of the Salt Edge Technology, or in any other way try to procure the human decipherable form of the Salt Edge Technology, except to the extent expressly agreed upon in writing by Salt Edge 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 Salt Edge 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. SUBSCRIPTIONS AND PAYMENT TERMS
4.1. Subscription Terms.
- Subscription Types. We offer two (2) types of subscription: free subscription - the "Starter" package, which includes basic features for the Services, unlimited manual wallets and one financial institution connection, and paid subscription – the "Pro" package, which includes full set of features for the Services and unlimited financial institution connections with a monthly or yearly payment plan. The subscription packages with available features for the Services and payment plans may be viewed, together with offered discounts (if any), on the Website at https://www.fentury.com/pricing. Fentury User acknowledges and agrees that Salt Edge reserves the right in our sole discretion to change the terms and conditions of the free subscription package, and the set of basic features for the Services available therein, at any time.
- Discounts on Subscriptions. We may decide, in our sole discretion, to offer from time to time pricing discounts to Fentury User for promoting the Services. Salt Edge reserves the right to modify the conditions for offering discounts or to cancel or cease offering discounts at any time in our sole discretion.
- Cancellations; Refunds. Subscriptions can be canceled within twenty-four (24) hours from purchase and a full refund will be issued. If no cancellation request has been submitted by Fentury User within this time-frame, the subscription becomes non-refundable. For any refund requests in respect of an in-app purchase from a Third Party Store (as defined in Section 5.3), the refund policy of the respective Third Party Store will apply.
4.2. Payment Terms. This Agreement also incorporates by reference and includes the ordering and payment terms provided to Fentury User on the Website and the ordering and payment terms provided by the respective Third Party Store (as defined in Section 5.3) for the App. The following payment terms apply to the Services offered on a paid subscription basis (the "Pro" package), unless we notify Fentury User otherwise in writing:
- Fees will be billed to Fentury User in U.S. dollars or the equivalent amount in Fentury User’s local currency and Fentury User’s payment account will be automatically debited at the time agreed upon by Salt Edge with Fentury User when subscribing for the Services.
- We reserve the right to select the method in which to make payments for our Services. These payment methods are currently limited to payment by a valid credit or debit card acceptable to us that will be processed by the payment system provider Stripe, Inc. or PayPal Holdings, Inc. Fentury User’s PayPal account or card (as applicable) will be charged on the day Fentury User’s paid subscription is activated. PayPal payments may be set up as monthly or yearly payments (with subscription fees automatically deducted from Fentury User’s PayPal account at the beginning of each month or year, respectively). Fentury User can also make one-time payments using his/her PayPal account. Fentury User acknowledges and agrees that the processing of payments by PayPal Holdings, Inc. or Stripe, Inc. for the Services provided on a paid subscription basis are subject to separate terms and conditions applicable for the respective payment system provider.
- Salt Edge may suspend or terminate any Fentury Account if we determine or are notified by the respective payment system provider that Fentury User’s Registration Information (as defined in Section 10.4) and/or payment information is not accurate, current, or complete and Fentury User does not promptly correct or update such information. We may also terminate any Fentury Account promptly if we determine that Fentury User is using someone else’s information (referred to as "identity theft").
- Failure to change or update Fentury User’s payment information (e.g., credit card expiration date) in a timely manner may lead to failed payment attempts which will result in denial of the Services and termination of this Agreement, the Fentury Account and Fentury User’s right to continue receiving the Services.
- Unless Services are suspended or terminated under this Agreement, Salt Edge will automatically renew Fentury User’s paid subscription to the Services at the then-current rates. Fentury User can cancel his/her subscription renewal at any time using Fentury Account options.
5. USE OF THE SERVICES
5.2. Disclaimers on App Usage. User acknowledges and agrees that Salt Edge makes no warranties or representations of any kind, express, statutory or implied, as to:
- 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; and
- failure of the telecommunications services to transmit any data, communications or settings in connection with the Services.
5.3. Third Party App Store Terms. If Fentury User downloads the App through an e-commerce store ("Third Party Store") operated by a third party ("Third Party Store Provider") the following Third-Party Terms shall apply. To the extent the other terms and conditions of this Agreement are less restrictive than, or otherwise conflict with, the terms and conditions of this Section 5.3, the more restrictive or conflicting terms and conditions in this Section 5.3 apply, but solely with respect to the App downloaded from the Third Party Store. Fentury User acknowledges and agrees that:
- Acknowledgement: this Agreement is concluded solely between Salt Edge Inc. and Fentury User and not with the Third Party Store Provider, and Salt Edge Inc., not the Third Party Store Provider, is solely responsible for the App and the content thereof. To the extent this Agreement provides for usage rules for the App which are less restrictive than the usage rules set forth for licensed applications in, or otherwise are in conflict with, the Third Party Store terms of service, the more restrictive or conflicting Third Party Store terms will take precedence and will apply.
- Scope of License: The license granted to Fentury User for the App is a limited, non-transferable license to use the App on a device that Fentury User owns or controls and as permitted by the usage rules set forth in the terms of service applicable to the Third Party Store.
- Maintenance and Support: Salt Edge Inc. and not the Third Party Store Provider is solely responsible for providing any maintenance and support services with respect to the App. Fentury User acknowledges that the Third Party Store Provider has no obligation whatsoever to furnish any maintenance and support services with respect to the App.
- Warranty: Salt Edge Inc. is solely responsible for any product warranties, whether express or implied by law, to the extent not effectively disclaimed. In the event of any failure of the App to conform to any applicable warranty, Fentury User may notify the Third Party Store Provider, and the Third Party Store Provider will refund the purchase price for the App to Fentury User. To the maximum extent permitted by applicable law, the Third Party Store Provider will have no other warranty obligation whatsoever with respect to the App, and any other claims, losses, liabilities, damages, costs or expenses attributable to any failure to conform to any warranty will be the sole responsibility of Salt Edge Inc.
- Product Claims: Salt Edge Inc., not the Third Party Store Provider, is responsible for addressing Fentury User’s or any third party claims relating to the App or Fentury User’s possession and/or use of the App, including but not limited to: (i) product liability claims; (ii) any claim that the App fails to conform to any applicable legal or regulatory requirement; and (iii) claims arising under consumer protection or similar legislation.
- Intellectual Property Rights: Fentury User acknowledges that, in the event of any third party claim that the App or Fentury User’s possession and use of the App infringes that third party’s intellectual property rights, Salt Edge Inc., not the Third Party Store Provider, will be solely responsible for the investigation, defense, settlement and discharge of any such intellectual property infringement claim.
- Legal Compliance: Fentury User represents and warrants that (i) Fentury User is not located in a country that is subject to a U.S. or Canadian Government embargo, or that has been designated by the U.S. or Canadian Government as a "terrorist supporting" country; and (ii) Fentury User is not listed on any U.S. or Canadian Government list of prohibited or restricted parties.
Developer Contact Information:
Fentury User should direct any questions, complaints or claims with respect to the App to
Salt Edge Inc.
40 King Street West, Suite 2100
- Third Party Beneficiary: Fentury User acknowledges and agrees that the Third Party Store Provider and its subsidiaries are third party beneficiaries of this Agreement, and that, upon Fentury User’s acceptance of the terms and conditions of this Agreement, the Third Party Store Provider will have the right (and will be deemed to have accepted the right) to enforce this Agreement against Fentury User as a third party beneficiary thereof.
6. USE OF PERSONAL DATA
User further acknowledges and agrees that by uploading or entering any information for the Services and by using the Services, User grants Salt Edge permission to make anonymized data based on personal and non-personal data collected from User or through User’s use of the Services, and combine such anonymized data with that of other Users in order to make anonymized aggregate data. Salt Edge may use the anonymized data and anonymized aggregate data for various business purposes, including but not limited to compiling statistical reports, improving the Services, developing and improving other Salt Edge products and services, and distributing or licensing such data to third parties with whom Salt Edge has a business relationship.
7. AUTOMATIC FINANCIAL DATA IMPORT
7.1. Access to Financial Account Data. Fentury Users wishing to make use of the automatic data import available in the Services, allowing them to connect to their financial accounts held in financial institutions through the Services and import the financial data from the designated financial accounts ("Financial Account Data") directly into their Fentury Accounts, will have to provide the associated access credentials ("Financial Account Credentials") that will enable Salt Edge to access Fentury User’s financial account in read-only mode in order to retrieve the associated Financial Account Data. By using the automatic data import functionality Fentury User agrees to be bound by the End User License Agreement. Furthermore, Fentury User acknowledges and agrees that:
- Salt Edge does not review the imported Financial Account Data and is not responsible for the practices or procedures of any financial institutions Fentury User connects to via the Services; and
- there may be technical difficulties and/or service interruptions that may result in delays in the Services or inaccuracies in the imported Financial Account Data, and that Salt Edge will not be responsible for any such delays and/or inaccuracies in the imported Financial Account Data, or the failed import of any Financial Account Data from the respective financial institution.
8. USER GENERATED CONTENT
8.1. Content Generally. Salt Edge is not responsible for any materials uploaded, posted or stored through User’s use (or other Users’ use) of the Services ("Content"). Users are responsible for the integrity of their own Content. Salt Edge encourages all Users to keep records of their 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. If User submits any Content on the Fentury community or blog, User hereby grants Salt Edge a perpetual, fully transferable, sub-licensable, royalty-free, non-exclusive, worldwide license to publish on the Website, host and use such Content to provide and improve the Services, for troubleshooting and providing feedback to Users. User represents and warrants that User has the right 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 infringe any third party rights.
8.2. Conduct and Content Rules. In using the Fentury community, blog or any other features of the Services, User agrees not to use, nor permit any third party to use, the Services to upload, post, distribute, link to, publish, reproduce, engage in or transmit any of the following, including but not limited to:
uploading, posting, emailing, transmitting or otherwise making available any Content:
- that is unlawful, harmful, fraudulent, pornographic, threatening, abusive, harassing, tortuous, defamatory, vulgar, obscene, libelous, invasive of another's privacy, hateful, or racially, ethnically or otherwise objectionable or in violation of any other person's rights, including without limitation conduct that would encourage "flaming" others, or criminal or civil liability under any local, state, federal or foreign law;
- that User does not have a right to make available under any law or under contractual or fiduciary relationships (such as inside information, proprietary and confidential information learned or disclosed as part of employment relationships or under non-disclosure agreements);
- that infringes any patent, trademark, trade secret, copyright or other proprietary rights of any party;
- which is unsolicited or unauthorized advertising, promotional materials, "junk mail", "spam", "chain letters", "pyramid schemes", or any other form of direct solicitation;
- that contains any virus, Trojan horse, worm or any other disruptive or harmful computer code, files, programs, software or data designed to interrupt, destroy or limit the functionality of any computer software or hardware or telecommunications equipment; or
- that could harm minors in any way;
- impersonating any person or entity or falsely stating or otherwise misrepresenting User’s affiliation with a person or entity;
- forging headers or otherwise manipulating identifiers in order to disguise the origin of any Content transmitted through the Services;
intentionally or unintentionally violating any applicable local, provincial, federal or international law, including but not limited to:
- any law limiting or regulating the export of goods and technology outside of Canada; and
- any law which prohibits providing material support or resources to conceal or disguise the nature, location, source, or ownership of material support;
- "stalking" or otherwise harassing another User; or
- collecting or storing personal data about other Users in connection with the prohibited conduct and activities set forth in this Section 8.2.
8.4. Feedback. Salt Edge may freely use any suggestions, feedback or ideas User may provide to us while using the Services (collectively, "Feedback"). By providing any Feedback to Salt Edge 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, Salt Edge’s other current and future services and products, service advertising and marketing materials. Salt Edge reserves the right to incorporate the Feedback into the Services and, if so incorporated, the Feedback shall form part thereof and shall become Salt Edge’s intellectual property.
8.5. Enforcement. Salt Edge reserves the right at any time to remove or refuse to distribute any Content and to monitor Content, but has no obligation to do so. Salt Edge also reserves the right to access, read, 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 customer support requests; or (v) protect the rights, property or safety of our Users and the public.
8.6. Indemnification. User hereby agrees to indemnify Salt Edge, 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 other Users or third parties. Salt Edge reserves the right to terminate accounts and take further action against any User found to be in violation of the Conduct and Content Rules in Section 8.2.
9. 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 Salt Edge (collectively, "Third Party Services"). Such links and 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 Salt Edge of such third party or Third Party Services (including without limitation any content made available within such Third Party Services). Salt Edge 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 Salt Edge 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 Salt Edge. User acknowledges and agrees that the third party, and not Salt Edge, is entirely liable for the delivery and performance of the respective Third Party Services.
10. ADDITIONAL TERMS
10.1. 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. Salt Edge 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. Salt Edge 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.
10.2. Updates on Salt Edge Products and Services. If User has opted in to receive notifications or updates on our other products and services, Salt Edge may send the relevant communications to User from time to time. Additional terms and conditions may apply to such other services or products offered from time to time by Salt Edge. User may opt out of receiving such informational emails at any time by following the unsubscribe instructions included in each such email.
10.4. Security. Community Users and Fentury Users must provide accurate registration information, including without limitation name and email address ("Registration Information"), for their account on the Fentury Community or for their Fentury Account, respectively. User acknowledges and agrees that it is their sole responsibility to secure the credentials used to access the applicable account within the Services. User is solely responsible for all activities and actions carried out under his/her Fentury Account and/or Fentury Community account. Any such activities and actions shall be deemed performed by the respective User. Users must immediately contact us at email@example.com in case of suspected unauthorized access to their account.
11. DISCLAIMER OF WARRANTIES
EXCEPT AS SPECIFICALLY SET FORTH IN THIS AGREEMENT AND ANY OTHER APPLICABLE TERMS OF SERVICE THAT GOVERN USE OF THE SERVICES, SALT EDGE OFFERS THE WEBSITE, APP AND SERVICES ON AN "AS IS" AND "AS AVAILABLE" BASIS AND DOES NOT ACCEPT RESPONSIBILITY OR LIABILITY FOR ANY USE OF OR RELIANCE ON THE WEBSITE, APP, SERVICES OR ANY INFORMATION PROVIDED THROUGH THE SERVICES, OR FOR ANY DISRUPTIONS TO OR DELAY IN THE PROVISION OF THE SERVICES. SALT EDGE MAKES NO WARRANTIES OR REPRESENTATIONS, EXPRESS, STATUTORY OR IMPLIED, AS TO THE QUALITY AND ACCURACY OF THE WEBSITE, APP, SERVICES OR ANY INFORMATION PROVIDED THROUGH THE SERVICES, AND WE DISCLAIM ANY IMPLIED WARRANTIES AND REPRESENTATIONS TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW. FURTHERMORE, WE AND OUR THIRD PARTY PROVIDERS, LICENSORS, DISTRIBUTORS AND SUPPLIERS (COLLECTIVELY, "SUPPLIERS") DO NOT MAKE ANY REPRESENTATIONS AS TO THE ACCURACY, TIMELINESS, COMPREHENSIVENESS, COMPLETENESS, QUALITY, RELIABILITY, CURRENCY, ERROR-FREE NATURE, COMPATIBILITY, SECURITY, DATA LOSS, NON-INTERFERENCE WITH OR NON-INFRINGEMENT OF ANY INTELLECTUAL PROPERTY RIGHTS, OR FITNESS FOR A PARTICULAR PURPOSE OF THE WEBSITE, APP, SERVICES OR ANY INFORMATION PROVIDED THROUGH THE SERVICES TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW.
SALT EDGE 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, SALT EDGE 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 SALT EDGE’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 SALT EDGE AND ITS SUPPLIERS HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. NOTWITHSTANDING ANYTHING TO THE CONTRARY HEREIN, SALT EDGE'S AGGREGATE LIABILITY TO USER FOR ALL CLAIMS RELATING TO THIS AGREEMENT, HOWEVER ARISING, SHALL AT ALL TIMES BE LIMITED TO THE AMOUNT USER PAID FOR THE SERVICES DURING THE TWELVE (12) MONTHS PRIOR TO SUCH CLAIM OR, IN ALL OTHER CASES WHEN THE SERVICES ARE USED FOR FREE, TO FIFTY UNITED STATES DOLLARS ($50).
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 SALT EDGE NOR ANY OF ITS SUPPLIERS WOULD GRANT THE RIGHTS GRANTED IN THIS AGREEMENT.
USER AGREES TO INDEMNIFY, DEFEND AND HOLD SALT EDGE AND ITS OFFICERS, DIRECTORS, EMPLOYEES, AND SUPPLIERS HARMLESS FROM ALL LOSSES, DAMAGES, FINES, PENALTIES, COSTS AND EXPENSES (INCLUDING WITHOUT LIMITATION REASONABLE ATTORNEY’S FEES) INCURRED OR SUFFERED BY SALT EDGE AS A RESULT OF: (I) USER’S USE OF THE SERVICES; (II) BREACH OF ANY OF THE TERMS OF THIS AGREEMENT BY USER; AND/OR (III) USER’S INFRINGEMENT OF ANY INTELLECTUAL PROPERTY RIGHTS OR ANY OTHER RIGHTS OF THIRD PARTIES.
14. PROPRIETARY RIGHTS
All right, title and interest in and to the Services, the underlying Salt Edge Technology, including all intellectual property rights therein, are and will remain with Salt Edge and its licensors. Salt Edge, fentury.com, and all other trademarks, service marks, graphics and logos used in connection with the Services are trademarks or registered trademarks of Salt Edge. Salt Edge does not grant User any right or license to use, copy or reproduce any Salt Edge’s trademarks.
15. FORCE MAJEURE
User hereby releases Salt Edge from any liability arising from a delay in performance or non-performance by Salt Edge under this Agreement caused by an event of force majeure. Force majeure includes any circumstances that could not be reasonably foreseen or are caused by events beyond Salt Edge’s reasonable control, including without limitation acts of God, normative acts issued by state or government institutions, strikes, war or any kind of military operations, blockade, epidemics, acts or threats of terrorism, etc.
16. CHANGES TO THE AGREEMENT AND SERVICES
16.1. Changes to the Agreement. Salt Edge reserves the right to change this Agreement at any time and from time to time to reflect changes in the applicable laws, technical or security requirements, or the functionality of the Services. If Salt Edge decides to change this Agreement in the future, Salt Edge 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. Salt Edge 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. Salt Edge 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 Salt Edge 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. If Salt Edge discontinues providing the Services or any part thereof, any Fentury User using the Services on a paid subscription basis will receive an applicable pro-rated refund.
17. TERM AND TERMINATION
This Agreement becomes effective when User starts using the Services and remains in force until terminated by either party. User acknowledges and agrees that Salt Edge in its sole discretion and without notice may suspend or terminate this Agreement, User’s Fentury Account and/or Fentury Community account, or User’s use of the Services, and remove and discard any Content within the Services for any reason, including if Salt Edge reasonably believes that User has violated or acted inconsistently with the letter or spirit of this Agreement. Community Users may terminate this Agreement by deleting their account on the Fentury Community. Fentury Users may terminate this Agreement by deleting their Fentury Account using the account options. If Salt Edge terminates any paid Fentury Account, the respective Fentury User will receive the applicable pro-rated refund. User further acknowledges that Salt Edge may terminate any Fentury Account or Fentury Community account that is inactive for more than twenty-four (24) months and Salt Edge shall not be liable to User or to any other person as a result of any such termination.
18. EXPORT RESTRICTIONS
The Services and Salt Edge Technology are subject to the Canada Export Regulations and may be subject to the relevant export control laws, orders, regulations and restrictions imposed by the United States of America, the United Nations and the European Union. User acknowledges that none of the Services or Salt Edge Technology may be downloaded or otherwise exported or re-exported, directly or indirectly: (i) into any countries that are subject to Canadian, U.S., UN or EU sanctions applicable to export or re-export of goods; or (ii) to person(s) on the Canada treasury department’s list of specially designated nationals and blocked persons list, or the Canada 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 the Province of Ontario, Canada, 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 Salt Edge, 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 ONTARIO LAW, RATHER THAN COURT LITIGATION. Such arbitration shall be before one (1) arbitrator appointed from the roster of the ADR Chambers applying the Ontario 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 Ontario 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 SALT EDGE 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:
Salt Edge Inc.
40 King Street West, Suite 2100
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 Salt Edge. However, Salt Edge 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 Salt Edge; 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 Salt Edge 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.