End User License Agreement
Last Updated: 13 April 2022
- Agreement to Terms. By using and access the Services, you agree to be bound by this EULA, you represent and warrant that you are an authorized end user of either (i) a company or other legal entity that has enrolled in to receive financial data aggregation services in exchange for a subscription fee, whether on a scale plan or enterprise plan (a “Subscription Customer”), (ii) a company, other legal entity or independent developer that has an active account for Pngme's starter version of the financial data aggregation services (a “Starter Version Customer”), (iii) a company or other legal entity that entered into an arrangement with Pngme to evaluate and test the financial data aggregation services (an “Evaluation Customer”) or (iv) a company, other legal entity or independent developer that has a separate agreement with Pngme regarding the financial data aggregation services (an “Other Customer”). You further represent and warrant that you have the authority to enter into and be bound by this EULA. If you do not agree to be bound by this EULA, do not use the Services.
- Other Terms.
- (a) If you are a Subscription Customer (or a representative thereof acting in the Subscription Customer’s capacity), your use of the Services is also subject to the Pngme SaaS Subscription Agreement between you and Pngme. If there is any conflict between this EULA and the Pngme SaaS Subscription Agreement, the Pngme SaaS Subscription Agreement will control.
- (b) If you are a Starter Version Customer (or a representative thereof acting in the Starter Version Customer’s capacity), your use of the Services is also subject to the TOS between you and Pngme. If there is any conflict between this EULA and the TOS, the TOS will control.
- (c) If you are an Evaluation Customer (or a representative thereof acting in the Evaluation Customer’s capacity), your use of the Services is also subject to the Pngme Evaluation Agreement between you and Pngme. If there is any conflict between this EULA and the Pngme Evaluation Agreement, the Pngme Evaluation Agreement will control.
- (d) If you are an Other Customer (or a representative thereof acting in the Other Customer’s capacity), your use of the Services is also subject to the underlying agreement between you and Pngme. If there is any conflict between this EULA and such underlying agreement, such underlying agreement will control.
- (e) As an end user of a Subscription Customer, Starter Version Customer, Evaluation Customer or Other Customer, this EULA governs your access and use of the Services. If there is any conflict between this EULA and the TOS, the EULA will control.
- Changes to this EULA or the Services. We may update this EULA from time to time at our sole discretion. If we do, we’ll let you know by posting the updated EULA on our site at pngme.com, and/or may also send other communications via the Services. It is important that you review this EULA whenever we update it or you use the Services. If you continue to use the Services after we have posted an updated EULA, it means that you accept and agree to the changes. If you don’t agree to be bound by the changes, you may not use the Services anymore. Because our Services are evolving over time we may change or discontinue all or any part of the Services, at any time and without notice, at our sole discretion.
- Eligibility. In order to access and use the Services, you must accept the permission terms made available to you. In addition, you may be required to provide certain information (such as identification or contact details or verification of onboarding requirements) as part of the permission process, or as part of your continued use of the Services, in each case, which may be updated by Pngme from time to time. Any information you provide to Pngme must always be accurate and up to date and you’ll inform us promptly of any updates. You will not misrepresent or mask your identity when using or accessing the Services.
- License to the Services. Subject to the terms and conditions of this EULA, Pngme grants to you a revocable, non-exclusive, limited, non-transferable and non-sublicensable right and license to access and use the Services solely in connection with your Android mobile device for your personal use in order for the applicable Subscription Customer, Starter Version Customer, Evaluation Customer or Other Customer to provide financial-related services and/or analyses to you.
- Ownership. As between you and Pngme, Pngme (and its licensors) owns all rights, title and interest in and to the Services, including all intellectual property and proprietary rights therein and thereto. Any rights with respect to the Services not expressly granted by this EULA are reserved by Pngme.
- Feedback. We appreciate feedback, comments, ideas, proposals and suggestions for improvements to the Services (“Feedback”). If you choose to submit Feedback, you agree that we are free to use it without any restriction or compensation to you
- Use Restrictions and Pngme’s Enforcement Rights. You agree not to use or allow others to use, the Services in any manner beyond the scope of the functionality offered by the Services, except as otherwise expressly allowed in this EULA. Without limiting the foregoing, you expressly agree not to do the following with respect to the Services: (i) reverse engineer, decompile, disassemble, re-engineer or otherwise create or attempt to create or permit, allow, or assist others to create the source code of the Services or its structural framework, (ii) create Internet “links” to the Services or “frame” or “mirror” the Services or any other individual element within the Services, Pngme’s name or any Pngme trademark, logo or other proprietary information, or the layout and design of any page or form contained on a page, in each case, without Pngme’s express prior written consent, (iii) access or use the Services for competitive analysis or benchmarking purposes, or to otherwise develop, commercialize, license or sell any product, service or technology that could, directly or indirectly, compete with the Services, (iv) sublicense, subcontract, translate, distribute, syndicate or sell any rights to the Services, (v) use any robot, spider, site search or retrieval mechanism or other manual or automatic device or process to retrieve, index, data mine, or in any way reproduce or circumvent the navigational structure or presentation of the Services, (vi) harvest or collect information about or from other users of the Services, (vii) probe, scan or test the vulnerability of the Services, nor breach the security or authentication measures on the Services or take any action that imposes an unreasonable or disproportionately large load on the infrastructure of the Services, (viii) modify or create derivative works of the Services, (ix) access, tamper with, attempt to gain unauthorized access to the Services or its related systems or networks, (x) access or use the Services in whole or in part (including with respect to the submission, transmission, storing, uploading and processing of End User Data) (A) for any illegal, threatening, abusive, obscene, harassing, defamatory, deceptive or fraudulent purpose, (B) in a manner that violates any applicable law, rule or regulation or (C) to infringe any patent, trademark, trade secret, copyright, right of publicity, or other right of any person or entity, (xi) use any meta tags or other hidden text or metadata utilizing an Pngme trademark, logo URL or product name without Pngme’s express prior written consent, (xii) use the Services or content or any portion thereof, for any commercial purpose or for the benefit of any third party or in any manner not expressly permitted herein or other terms and conditions that apply to you (as set forth in Section 3), (xiii) forge any TCP/IP packet header or any part of the header information in any email or other posting, or in any way use the Services to send altered, deceptive or false source-identifying information, (xiv) interfere with, or attempt to interfere with, the access of any user, host or network, including sending a virus, overloading, flooding, spamming or mail-bombing the Services, (xv) impersonate or misrepresent your affiliation with any person or entity or create an account for the Services by any means other than our publicly-supported interfaces (e.g., creating accounts in an automated fashion or otherwise in bulk), or (xvi) facilitate or encourage any violations of this Section 10. You further expressly agree to take all reasonable precautions to prevent unauthorized or improper use of the Services.
The parties understand and agree that Pngme does not carry on business as a credit bureau in any jurisdiction, and does not provide credit bureau services. Without limiting the foregoing, the information provided by the Services is not consumer report information as defined in FCRA Section 603(d) or similar laws of other jurisdictions. You shall not use, or permit your servicers, vendors, or agents to use the Services (1) as a factor in establishing an individual’s eligibility for credit, insurance, or employment, (2) in connection with a determination of an individual’s eligibility for a license or other benefit granted by a governmental authority, (3) in connection with underwriting individual insurance, or (4) in any way that would cause the Services or their use to constitute a “consumer report” under the FCRA or similar laws of other jurisdictions, or by any other authority having jurisdiction over the parties. For the avoidance of doubt, with respect to the United States, Pngme is not a consumer reporting agency or reseller as defined in the FCRA, and you shall not use Services or information provided thereby to take Adverse Action, as that term is described in the FCRA and ECOA (Equal Credit Opportunity Act, 15 U.S.C. § 1691 et seq.) and their implementing regulations, against any individual.
Pngme is not obligated to monitor access to or use of the Services. However, we have the right to do so for the purpose of operating the Services, to ensure compliance with this EULA (and any other terms or conditions that reference this EULA) and to comply with applicable law, rules or regulations. We have the right to investigate violations of this EULA (and any other terms or conditions that reference this EULA) or conduct that affects the Services. We may also consult and cooperate with law enforcement authorities to prosecute users who violate the law.
- Links to Third Party Websites or Resources. Certain features and functionalities within the Services as we determine in our sole discretion may include or otherwise also allow you and other users to interact with, access and/or use compatible third-party services, products, data, technology, websites and content (collectively, “Third Party Services”) through the Services. You agree that Pngme does not provide any aspect of the Third Party Services and is not responsible for (i) the accuracy, support or maintenance of such Third Party Services or (ii) any compatibility issues, errors or bugs in the Services or Third Party Services caused in whole or in part by the Third Party Services or any update or upgrade thereto.
- API Limitations. For the avoidance of doubt, you will only access and use (or attempt to access and use) an API by the means described herein and in the additional terms applicable to a given API posted via the Services. In addition, Pngme may set and enforce limits on your use of the APIs (such as limiting the number of API calls that you may make or the number of users you may serve), in our sole discretion. Without limiting Section 10, you agree to, and will not attempt to circumvent, such limitations documented with each API. If you would like to use any API beyond these limits, you must obtain Pngme’s express consent (and Pngme may decline such request or condition acceptance on your agreement to additional terms and/or charges for that use). To seek such approval, contact Pngme, as further described in Section 20.
- Confidential Matters. Your credentials (such as passwords, the API and SDK keys, and client IDs) are intended to be used by you and identify your websites and applications. You will keep your credentials confidential and make all reasonable efforts to prevent and discourage other persons or entities from using your credentials. In addition, you understand that information or materials of a confidential or proprietary nature about the Services may be disclosed to you in connection with your use of and access to the Services and transmission of End User Data (“Pngme Confidential Information”). Pngme Confidential Information will not include information which: (i) is now, or hereafter becomes, through no act or failure to act on your part, generally known or available to the public; (ii) was acquired by you before receiving such information from Pngme and without restriction as to use or disclosure; (iii) is rightfully furnished to you by a third party without restriction as to use or disclosure; or (iv) is independently developed by you without use or access to the Pngme Confidential Information. If you receive any Pngme Confidential Information, then you agree both during and after your use and access of the Services to keep and hold all such Pngme Confidential Information in strict confidence and trust, and you will not disclose it to any third party without Pngme’s prior written consent. You may disclose Pngme Confidential Information when compelled to do so by law if you provide us reasonable prior notice, unless a court orders that we not receive notice.
- Equipment. As between Pngme and you, you are responsible for obtaining and maintaining all computer hardware, software, communications and office equipment needed to access and use the Services, and for paying any associated third-party access expenses.
- Termination. We may suspend or terminate this EULA, or your access to and use of the Services, including suspending access to or terminating your account, if applicable, at our sole discretion, for any reason, at any time and without notice, liability or other obligation to you, including if we suspect that you breached any term or condition of this EULA (or any other terms or conditions that reference this EULA). Upon any termination, discontinuation or cancellation of this EULA, the Services or your account, the following Sections will survive: Sections 2, 3, 7 through 11, 13 and 15 through 19.
- Warranty Disclaimers. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, THE SERVICES ARE PROVIDED “AS IS,” WITHOUT WARRANTY OF ANY KIND. WITHOUT LIMITING THE FOREGOING, PNGME EXPLICITLY DISCLAIMS ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, QUIET ENJOYMENT AND NON-INFRINGEMENT, AND ANY WARRANTIES ARISING OUT OF COURSE OF DEALING OR USAGE OF TRADE. PNGME MAKES NO WARRANTY THAT THE SERVICES OR OPPORTUNITIES OFFERED THEREIN WILL MEET OR SATISFY YOUR EXPECTATIONS, ASSUMPTIONS OR REQUIREMENTS OR THAT SERVICES WILL BE AVAILABLE ON AN UNINTERRUPTED, SECURE, OR ERROR-FREE BASIS. PNGME MAKES NO WARRANTY REGARDING THE QUALITY, ACCURACY, TIMELINESS, TRUTHFULNESS, COMPLETENESS OR RELIABILITY OF ANY INFORMATION OR MATERIALS ON OR ASSOCIATED WITH THE SERVICES PROVIDED BY OR ON BEHALF OF IT. YOUR USE OF THE SERVICES IS AT YOUR SOLE RISK AND DISCRETION.
- Indemnity. You will indemnify and hold Pngme and its officers, directors, employees and agents, harmless from and against any third-party claims, disputes, demands, liabilities, damages, losses, and costs and expenses, including, without limitation, reasonable legal and accounting fees arising out of or in any way connected with (a) your access to or use of the Services, (b) your violation of this EULA, and (c) End User Data uploaded by or on behalf of you, including Pngme’s or a Subscription Customer’s, Starter Version Customer’s, Evaluation Customer’s or Other Customer’s, as applicable, use of the End User Data. You may not settle or otherwise compromise any claim subject to this Section without Pngme’s prior written consent.
- Limitations of Liability.
- (a) TO THE MAXIMUM EXTENT PERMITTED BY LAW, NEITHER PNGME NOR ITS SERVICE PROVIDERS INVOLVED IN CREATING, PRODUCING, OR DELIVERING THE SERVICES WILL BE LIABLE FOR ANY INCIDENTAL, SPECIAL, EXEMPLARY OR CONSEQUENTIAL DAMAGES, OR DAMAGES FOR LOST PROFITS, LOST REVENUES, LOST SAVINGS, LOST BUSINESS OPPORTUNITY, LOSS OF DATA OR GOODWILL, SERVICE INTERRUPTION, COMPUTER DAMAGE OR SYSTEM FAILURE OR THE COST OF SUBSTITUTE SERVICES OF ANY KIND ARISING OUT OF OR IN CONNECTION WITH THIS EULA OR FROM THE USE OF OR INABILITY TO USE THE SERVICES, WHETHER BASED ON WARRANTY, CONTRACT, TORT (INCLUDING NEGLIGENCE), PRODUCT LIABILITY OR ANY OTHER LEGAL THEORY, AND WHETHER OR NOT PNGME OR ITS SERVICE PROVIDERS HAVE BEEN INFORMED OF THE POSSIBILITY OF SUCH DAMAGE, EVEN IF A LIMITED REMEDY SET FORTH HEREIN IS FOUND TO HAVE FAILED OF ITS ESSENTIAL PURPOSE.
- (b) TO THE MAXIMUM EXTENT PERMITTED BY LAW, IN NO EVENT WILL PNGME’S TOTAL LIABILITY ARISING OUT OF OR IN CONNECTION WITH THIS EULA OR FROM THE USE OF OR INABILITY TO USE THE SERVICES EXCEED ONE HUNDRED DOLLARS ($100).
- (c) THE EXCLUSIONS AND LIMITATIONS OF DAMAGES SET FORTH ABOVE ARE FUNDAMENTAL ELEMENTS OF THE BASIS OF THE BARGAIN BETWEEN PNGME AND YOU.
- General Terms.
- (b) Governing Law; Jurisdiction. This EULA and all matters arising from, related to, or connected with this EULA, will be governed in all respects by the laws of the State of California, without giving effect to any principle that requires the application of the laws of a different jurisdiction. The United Nations Convention on Contracts for the International Sale of Goods does not apply to and is hereby expressly excluded from this EULA. Any dispute, controversy, or claim arising out of, relating to, or in connection with this EULA, will be finally settled by arbitration before the International Chamber of Commerce ("ICC"). The arbitration will be held in San Francisco, California. The arbitration shall be conducted by three arbitrators ("Arbitral Tribunal") appointed in accordance with the ICC arbitration rules in effect at the time of the arbitration, except as they may be modified herein or by mutual agreement of the parties. Nothing herein shall exclude either party’s right to seek injunctive or other interim equitable relief in any court of competent jurisdiction prior to the formation of the Arbitral Tribunal. The Arbitral Tribunal may confirm or revoke any injunction that may have been granted in any court prior to the formation of the Arbitral Tribunal.
- (c) Assignment. Except where provided by applicable law in your jurisdiction, you may not assign or transfer this EULA, by operation of law or otherwise, without Pngme’s prior written consent. Any attempt by you to assign or transfer this EULA absent our consent or your statutory right, without such consent, will be null. Pngme may freely assign or transfer this EULA without restriction. Subject to the foregoing, this EULA will bind and inure to the benefit of the parties, their successors and permitted assigns.
- (d) Independent Contractor. You agree and acknowledge that you and Pngme are independent contractors and nothing in this EULA will be deemed to create any agency, employee-employer relationship, partnership, or joint venture between you and Pngme. You will not have or represent that you have the right, power or authority to bind, contract or commit Pngme or to create any obligation on behalf of Pngme without its express prior written consent.
- (e) Notices. Any notices or other communications provided by Pngme under this EULA will be given: (i) via email; or (ii) by posting to the Services. For notices made by email, the date of receipt will be deemed the date on which such notice is transmitted.
- (f) Waiver of Rights. Pngme’s failure to enforce any right or provision of this EULA will not be considered a waiver of such right or provision. The waiver of any such right or provision will be effective only if in writing and signed by a duly authorized representative of Pngme. Except as expressly set forth in this EULA, the exercise by either party of any of its remedies under this EULA will be without prejudice to its other remedies under this EULA or otherwise.
- (g) Government Regulations. You will not export, re-export, transfer or make available, whether directly or indirectly, any regulated item or information to anyone outside the U.S. in connection with this EULA without first complying with all export control laws and regulations which may be imposed by the U.S. Government and any country or organization of nations within whose jurisdiction you operate or do business.
- (h) U.S. Government End Users. The Services were developed solely at our private expense and are “commercial products”, “commercial items”, or “commercial computer software” as defined in the Federal Acquisition Regulation 2.101 and other relevant government procurement regulations including agency supplements. Any use, duplication, or disclosure of the software or its documentation by or on behalf of the U.S. government is subject to restrictions as set forth in this EULA as consistent with federal law and regulations. If this EULA fail to meet the U.S. government’s needs or are inconsistent in any respect with federal law, you will immediately discontinue its use of the Services.
- Contact Information. If you have any questions about these Terms or the Services, please contact Pngme at firstname.lastname@example.org.