Open Banking Customer Terms

Last Updated: June 6, 2025

These Open Banking Customer Terms (together with the Service Order(s), the “Agreement”) govern Customer’s use of the Open Banking Platform and are effective as of the date Customer accepts or otherwise agrees to these Open Banking Customer Terms (“Effective Date”). By accepting this Agreement by executing a Service Order that incorporates or otherwise references these Open Banking Customer Terms, Customer agrees to these terms. Conflicts between parts of the Agreement are governed by Section 12.12 (Order of Precedence). Capitalized terms are defined in context or in Section 13 (Definitions).

If Customer is a legal entity, the individual accepting this Agreement on behalf of Customer represents that they have the authority to bind Customer to this Agreement, and if that individual does not have that authority or does not agree with this Agreement, that individual must not accept this Agreement and Customer may not use the Open Banking Platform.

1. Platform

1.1 License Grant. Subject to this Agreement during the Order Term, Argyle grants Customer a non-exclusive, non-transferable, non-sublicensable, non-assignable (subject to Section 12.1) license to access and use the Open Banking Platform in accordance with this Agreement (including, for clarity, the applicable Service Order) and the Documentation for the purpose of (a) facilitating Consumers’ use of the Open Banking Platform’s Consumer-facing features and functionalities in connection with Customer, including the delivery of their Consumer Data to Customer, and (b) taking delivery of and otherwise Processing Consumer Data in connection with its provision of products or services to those Consumers as authorized by this Agreement.

1.2 Affiliates; Authorized Contractors; End Users. Customer may permit its Affiliates, Authorized Contractors, and End Users to exercise its rights and perform its obligations under this Agreement on Customer’s behalf. Customer is responsible for End Users’ actions through the Open Banking Platform, and otherwise for its End Users’, Affiliates’, and Authorized Contractors’ compliance with this Agreement. Customer will: (a) use commercially reasonable efforts to prevent unauthorized access to or use of the Open Banking Platform, and (b) notify Argyle promptly on Customer’s discovery of unauthorized access or use. Without limiting the foregoing Customer will promptly notify Argyle on learning of any compromise of End User accounts or credentials.

1.3 Onboarding. Customer’s rights to access and use the Open Banking Platform are subject to Customer’s completion of the applicable Onboarding Procedures. Customer represents and warrants to Argyle that the documents, information, responses, and other materials provided to Argyle or Finicity by or on Customer’s behalf in connection with Customer’s onboarding to or otherwise in connection with the Open Banking Platform are true and accurate in all non-trivial respects. Customer agrees that Argyle may provide those materials to Finicity, and that Finicity may provide those materials to Data Locations.

1.4 Restrictions. 

a. Except as expressly authorized by this Agreement or to the extent required to be authorized by Law, Customer will not and will not permit anyone else to:

(i) sell, sublicense, distribute or rent the Open Banking Platform (in whole or part), enable use of the Open Banking Platform by those that are neither End Users nor Consumers, or use the Open Banking Platform to provide a hosted or managed service to others; 

(ii) reverse engineer, decompile or seek to access the source code of the Open Banking Platform, except to the extent these restrictions are prohibited by Laws and then only on advance notice to Argyle, or attempt to gain unauthorized access to the Open Banking Platform or its related systems or networks;

(iii) not access and/or engage in any use of the Open Banking Platform in a manner that abuses or materially disrupts Argyle’s or Finicity’s networks, security systems, and/or websites;

(iv) copy, modify, create derivative works of or remove Argyle’s branding, marks, or proprietary notices from the Open Banking Platform;

(v) conduct security or vulnerability tests of the Open Banking Platform, or otherwise interfere with its operation or data therein;

(vi) use the Open Banking Platform to develop a product or service that competes with the Open Banking Platform;

(vii) except for Consumers saving their own credentials as part of their use of the Open Banking Platform, not retain, save or otherwise maintain any Consumer credentials or other Personal Information that could be used to access such Consumer’s financial information and other data; 

(viii) not access or use the Open Banking Platform in any manner or for any purpose that infringes, misappropriates or otherwise violates any intellectual property right or other right of any third party; or

(ix) not use any “screen scraping” process(es) to obtain Consumer Data directly or indirectly from any of Data Location from which Finicity obtains Consumer Data on behalf of Consumers through the use of Registration Data (and not APIs or data feeds provided by or on behalf of Finicity as part of the Open Banking Platform). 

b. Unless prohibited by Law, Customer will not permit any person to have access to Open Banking Platform or Consumer Data when such person has been convicted of a crime or has agreed to or entered into a pretrial diversion or similar program with respect to: (i) a dishonest act or a breach of trust, as set forth in Section 19 of the Federal Deposit Insurance Act; or (ii) a felony. 

c. Customer will (and will cause its Representatives) use the Open Banking Platform in accordance with Laws, obligations to third parties, and this Agreement. Customer will not export or reexport the Open Banking Platform. 

d. If Customer becomes aware of any actual or threatened activity prohibited by this Section 1.4, Customer will immediately: (i) take all reasonable and lawful measures within their respective control that are necessary to stop the activity or threatened activity and to mitigate its effects (including, where applicable, by discontinuing and preventing any unauthorized access to the Open Banking Platform); and (ii) notify Argyle and Finicity of such actual or threatened activity.

1.5 Customer Applications; Third-Party Platforms.

a. Customer Applications. If the Service Order identifies a Customer Application(s), Section 1.1 includes the right for Customer to access and use the Open Banking Platform in accordance with the Documentation as necessary to integrate and make the Open Payroll Platform interoperable with Customer Application(s). Argyle will provide technical support with respect to such integration and interoperability as reasonably requested by Customer and in accordance with Argyle’s then-current integration support policy.

b. Third-Party Platforms. Customer may choose to use the Open Banking Platform through integrations between the Open Banking Platform and Third-Party Platforms, including exchanging Customer Data and Consumer Data between the Open Banking Platform and those Third-Party Platforms, if such Third-Party Platform(s) is specified on the Service Order. Customer’s use of a Third-Party Platform is governed by its agreement with the relevant provider, not this Agreement, and Argyle is not responsible for Third-Party Platforms or how Third-Party Platforms or their providers Process Customer Data or Consumer Data. For clarity, Third-Party Platforms: (i) may be provided by Resellers; and (ii) as between the parties, are Customer’s (and not Argyle’s or Finicity’s) Subprocessors.

1.6 Use By Consumers.

a. Customer acknowledges: (a) that Consumers’ rights to use the Open Banking Platform are under Finicity’s terms and conditions presented to Consumers through the Consumer-facing features and functionalities of the Open Banking Platform; (b) Finicity conditions Consumers’ use of the Open Banking Platform on their agreement to those terms and conditions. Without limiting the foregoing, Customer will not allow an individual or entity to be a Consumer unless such person has: (i) agreed to those terms and conditions; (ii) provided Explicit Consent to Finicity to be legally bound by those terms and conditions; and (iii) provided Explicit Consent to Customer and/or its Representatives consenting to Customer’s specific Business Purpose. 

b. Customer will not request the Open Banking Platform for any individual or entity unless such person has provided to Customer and/or its Representatives Explicit Consent to utilize their Consumer Data for the specific Business Purpose of Customer.

c. The parties agree that an individual or entity is not to be a Consumer until such individual or entity has provided Explicit Consent to Finicity to be legally bound by the Finicity terms and conditions and privacy notice presented through Finicity Connect before accessing the Open Banking Platform in accordance with the Documentation. For the avoidance of doubt, Finicity will be responsible for obtaining and managing the Explicit Consent provided by Consumers to Finicity for the Consumer Data, including authorizations, revocations, permissions, consents, agreements, and approvals necessary for Finicity to access, use, and disclose the Consumer Data as contemplated by this Agreement. In support of the foregoing, Customer agrees to comply with the Documentation with respect to consents provided by Consumer. The parties further agree that the Finicity/Mastercard brand will always be present to the Consumer during the account linking and open banking experiences. Customer is not permitted to provide any technical means or other instruction to any individual or entity to circumvent such requirements to become a Consumer, or to perform the requirements of this Section on behalf of any individual or entity for any reason.

2. Data

a. Customer will not use or disclose Consumer Data for any purpose that is not expressly permitted under these Open Banking Customer Terms or by an Explicit Consent given to Customer by the Consumer to whom such data relates. Customer acknowledges that neither Finicity nor Argyle provides Customer access to Registration Data, nor will Customer attempt to collect Consumers’ Registration Data for Data Locations. Without limiting the foregoing, Customer will not sell, license, transfer, or otherwise disclose the Consumer Data or Registration Data to any other party.

b. Customer will only use, store, host, or process Consumer Data within the Territory. Notwithstanding the foregoing, Customer may allow read-only access to such data subject to this Agreement, including its confidentiality and security requirements.

c. Finicity and its Affiliates and Argyle and its Affiliates may use or disclose Consumer Data and Registration Data to provide the Open Banking Platform and for purposes permitted by Law and/or Consumer consent, which may include: (a) to comply with requirements or requests by any judicial process or governmental agency having or claiming jurisdiction over Argyle, Finicity or their Affiliates; (b) for accounting, auditing, billing, reconciliation, and collection activities; (c) to protect against or prevent actual or potential fraud, unauthorized transactions, claims, or other liability; (d) to manage risk exposures, service quality, and Customer compliance with this Agreement; (e) to provide products or services to Customer or other parties, provided that such products or services do not identify Customer or any Consumer; (f) to prepare internal reports for use by Argyle, Finicity, or its or their Affiliates staff, management, and consultants for the purposes of operating, evaluating, and managing Argyle or Finicity or its Affiliates business; (g) to prepare, share, and furnish compilations, analyses, and other reports of aggregated or anonymized Consumer Data in any geography and for any purpose permitted by law, provided that the data in such compilations, analyses, or other reports does not identify Customer or any Consumer; (h) to comply with Law; and (i) for other purposes for which consent has been provided by the Consumer to whom the Consumer Data relates.

d. Customer will not, use or disclose Consumer Data or Registration Data for any purpose, unless (i) such purpose is permitted by this Agreement; (ii) the Consumer to whom such data relates has given Customer Explicit Consent for such use or disclosure; and (iii) such purpose complies with Law. Without limiting the foregoing, except as otherwise permitted by this Agreement, Customer will not sell, license, transfer, or otherwise disclose the Consumer Data or Registration Data to any other party.

e. Notwithstanding any provision in this Agreement to the contrary, Finicity reserves the right, in its sole discretion, to cease or modify the method of retrieving Consumer Data from any Data Location if: (a) cessation of retrieval of Consumer Data from such Data Location, in the determination of Finicity, is required to comply with Law; (b) a Data Location becomes unavailable due to technical incompatibility; or (c) such Data Location so requests. Subject to the foregoing, Finicity will make commercially reasonable efforts to maintain access to Data Location. If Finicity ceases to retrieve Consumer Data from a Data Location, Finicity will remove the Data Location from the supported Institution Access List (“IAL”). If required by a Data Location to flow down obligations to customers, Argyle will provide Customer advance notice via standard customer communication channels, and Customer agrees to comply with any such obligations within the specified period to continue receiving services from Finicity that include data from such Data Location. If Customer opts out, then Argyle will cause Finicity to cease retrieving data from such Consumer Data in connection with the Open Banking Platform as provided to Customer.

2.2 Usage Data. Argyle and Finicity may collect Usage Data and use it to operate, improve and support the Open Banking Platform and for other lawful business purposes, including benchmarking and reports. However, except as may otherwise be agreed by Customer, Argyle and Finicity will not disclose Usage Data externally unless it is (a) de-identified so that it does not identify Customer (including its Affiliates or Authorized Contractors), End Users, Consumers, or any other individual or entity and (b) aggregated with data across other customers.

2.3 Mutual Compliance with Law; FCRA.

a. Each party will comply with all Laws when exercising their rights or performing their obligations under the Agreement, including: (i) Applicable Data Protection Law when Processing Personal Information in connection with the Agreement; (ii) all applicable anti-corruption and anti-bribery laws, including, as applicable, the Foreign Corrupt Practices Act, the UK Bribery Act; and (iii) all applicable export, re-export, and import control laws and regulations of all applicable jurisdictions. Without limiting the foregoing, Customer will not engage in any activities related to these Open Banking Customer Terms or the Open Banking Platform with any individual or entity who is identified on a list maintained by the U.S. Treasury Department’s Office of Foreign Assets Control of specially designated nationals and blocked persons subject to financial sanctions. Such list is currently accessible at: www.treasury.gov/ofac.

b. Without limitation, but only where applicable, Customer will comply with the federal Fair Credit Reporting Act, 15 U.S.C. §1681 et seq. (“FCRA”), and any applicable analogous state law, as well as all applicable regulations and administrative requirements thereunder. Customer acknowledges that use of the Open Banking Platform or data obtained or processed using the Open Banking Platform may be subject to the FCRA or analogous state laws. If Customer uses or any aspect of the Open Banking Platform (including data obtained or processed using the Open Banking Platform) that is not labeled as for FCRA use or authorized by Finicity for use in accordance with the FCRA, or obtains through Open Banking Platform data that is not subject to the FCRA, Customer will not use such aspect of the Open Banking Platform or data for an FCRA-related purpose. Finicity and Argyle may from time-to-time request additional information from Customer regarding its use of the Open Banking Platform and/or compliance with the FCRA, and Customer agrees to reasonably cooperate with any such requests, including requests to examine of Customer’s policies and/or procedures for: (i) confirming and documenting “permissible purpose” for FCRA-scoped aspects of the Open Banking Platform, including due diligence efforts conducted for such confirmation; (ii) verifying the identity of end users for FCRA-scoped aspects; and (iii) processing and resolving FCRA reinvestigations of consumer disputes.

c. If Customer is obtaining the Open Banking Platform (including data obtained or processed through the Open Banking Platform) as the user of a “consumer report” as defined in the FCRA, Customer will use the Open Banking Platform solely in connection with the FCRA Permissible Purposes set forth in the Service Order, and for no other purpose. Customer acknowledges that it has received notice of legal obligations of users of consumer reports through the following hyperlink: https://www.finicity.com/federal-fair-credit-reporting-act/. Finicity is providing the Open Banking Platform only as requested by and with the Explicit Consent of the Consumer.

d. Except to the extent prohibited by applicable legal, regulatory or law enforcement requirements, Customer will promptly inform Argyle in writing if any competent authority, regulator or public authority of with jurisdiction over Customer requests disclosure of, or information about, the Consumer Data that is processed in connection with the Open Banking Platform. Customer will, without limiting its rights under Law, cooperate with Argyle and Finicity as reasonably necessary to comply with any direction or ruling made by such authorities.

2.4 Data Security.

a. Each party will develop, maintain and implement a comprehensive written information security program that: (i) complies with the requirements of Section 2.3 above; (ii) includes technical, physical, and administrative/organizational safeguards designed to (1) ensure the security and confidentiality of Personal Information; (2) protect against any anticipated threats or hazards to the security and integrity of Personal Information; and (3) protect against any Security Incident; and (iii) including regular testing or otherwise monitoring of the effectiveness of each party’s information safeguards. Without limiting the foregoing, each party will implement and maintain the Security Measures set forth at argyle.com/legal/customers/security/security-measures and each party will be independently and separately responsible for obtaining and maintaining Explicit Consent for its Processing of Consumer Data. 

b. Except to the extent prohibited by Law or law enforcement requirements, Customer will inform Argyle in writing of any Security Incident within 48 hours of its discovery. For purposes of this provision, “discovery” will mean the first day the Security Incident is known to have occurred by any employee, officer or agent of the impacted party. Such notice will summarize in reasonable detail the effect on the other party, if known, of the Security Incident and the corrective action taken or to be taken. The applicable party will promptly take all necessary corrective actions and will cooperate fully with the other in all reasonable and lawful efforts to mitigate the effects of such Security Incident. Without limiting the generality of the foregoing, In the event of any potential breach or actual breach of security which has the potential to expose and/or impact information such as Consumer Data, Registration Data, Finicity data, API certificates, tokens or other sensitive data, Customer must immediately advise Finicity by emailing [email protected] and calling (636) 722-3600.

c. Notwithstanding anything contained herein or otherwise, except to the extent prohibited by applicable legal, regulatory or law enforcement requirements, Customer must obtain the approval of Argyle and Finicity prior to the publication or communication of any filings, communications, notices, press releases or reports related to any Security Incident that expressly mentions Finicity or its Affiliates or Argyle or its Affiliates, as applicable.

3. Platform Availability, Configuration, Support and Maintenance.

Argyle will cause Finicity to provide the Open Banking Platform as set forth at argyle.com/legal/customers/open-banking/support-and-service-levels, which is incorporated into this Agreement by this reference. 

4. Warranties.

4.1 Mutual Warranties. Each party represents and warrants that:

a. it has the legal power and authority to enter into this Agreement.

b. it will use industry standard measures to avoid introducing Viruses into the Open Banking Platform. 

4.2 Disclaimers. Except as expressly set out in this Agreement, each party disclaims all warranties, whether express, implied, statutory or otherwise, including warranties of merchantability, fitness for a particular purpose, title and noninfringement. Argyle’s warranties in this Section 4 do not apply to issues arising from Customer Applications, Third-Party Platforms, Data Locations, or misuse or unauthorized modifications of the Open Banking Platform. These disclaimers apply to the full extent permitted by Law. 

5. Fees.

5.1 Payment. 

a. Customer will pay the fees and other amounts (i) described in the Service Orders (“Fees”), and (ii) otherwise payable under this Agreement, via wire ACH, as instructed by Argyle from time to time, or via such other means as expressly set forth in the Service Order (e.g., credit card). Except as expressly set forth in this Agreement, all Fees are non-refundable. Except as otherwise agreed by the parties in writing in a Service Order, all amounts are due within thirty (30) days after the Customer’s receipt of the invoice (the “Payment Period”). Due but unpaid amounts are subject to a charge of 1.5% per month or the maximum amount allowed by Law, whichever is less. Customer will pay Argyle’s costs, including attorneys’ fees and court or arbitration costs, to collect amounts due under this Agreement (including Fees) that are not paid when due. 

b. If required by the Service Order or if Customer has not timely paid invoiced and undisputed amounts, on Argyle’s request, Customer will provide and maintain a valid payment method on file with Argyle, which Customer hereby authorizes Argyle to automatically charge for fees and other amounts due under this Agreement as those amounts become due. Collection of Customer’s credit card or other payment information and the processing of payment of fees is performed by a third-party payment processor (the “Payment Processor”) and is subject to the Payment Processor’s terms. Argyle’s current Payment Processor is Stripe. Please refer to https://stripe.com/connect-account/legal for terms applicable to Customer’s payments via Stripe. To the fullest extent permitted by Law, if Customer pays by credit card, Customer agrees that Argyle may impose, and Customer will pay, surcharges to recover Argyle’s costs resulting from Customer’s payment via credit card, including interchange or other fees imposed by card issuers, and fees imposed by the Payment Processor.

5.2 Taxes. Customer is responsible for any sales, use, GST, value-added, withholding, or similar taxes or levies that apply to its Service Order(s), whether domestic or foreign (“Taxes”), other than Argyle’s income tax. Fees and expenses are exclusive of Taxes. If Argyle is required by a taxing authority to collect and remit Taxes, Argyle’s invoice to Customer will contain a line item(s) listing those Taxes applicable in connection with Customer relating to the Open Banking Platform, and those Taxes will be considered part of the Fees.

5.3 Payment Disputes. If Customer disputes an invoice in good faith, it will notify Argyle within the Payment Period and the parties will seek to resolve the dispute over a 15-day discussion period. Customer is not required to pay disputed amounts during the discussion period but will timely pay all undisputed amounts. After the discussion period, either party may pursue any available remedies. 

6. Suspension

6.1 Argyle or Finicity may temporarily suspend Customer’s and/or Consumers’ access to one or more components of the Open Banking Platform, as described below, without penalty or liability, to address the following circumstances: (a) if Argyle or Finicity reasonably believes there has been a security issue at, or an unauthorized access by, Customer or a Consumer that endangers the integrity, safety, stability or security of the Open Banking Platform and suspension of one or more of the components of the Open Banking Platform will mitigate the adverse impact of such issue or access, then Argyle or Finicity may suspend access to the Open Banking Platform, to the extent necessary to mitigate the adverse impact, until such impact has been reasonably resolved; (b) if Argyle or Finicity reasonably believes Customer or a Consumer is engaging in fraud or any conduct in violation of Law relating to or in connection with the Open Banking Platform, in each case that creates (i) a reasonable likelihood of a adverse risk to the Open Banking Platform or (ii) liability for Argyle or Finicity, and the suspension of one or more components of the Open Banking Platform will mitigate the adverse impact or liability, Argyle or Finicity may suspend the Open Banking Platform to the extent necessary to mitigate the adverse impact or liability, until such impact or liability has been reasonably resolved; (c) Argyle or Finicity receives a judicial or other governmental demand or order, subpoena, or law enforcement request that expressly or by reasonable implication so requires suspension; or (d) non-payment of amounts due hereunder or other uncured breach by Customer. 

6.2 In the event of a suspension, the parties will use commercially reasonable efforts to remediate the cause(s) of the suspension to restore access as soon as reasonably practicable. Any suspensions under this section will continue only until the issue leading to the suspension is resolved, if such issue is capable of resolution, at which point the Open Banking Platform will be promptly restored. As to any suspension permitted in Section 6, Finicity or Argyle, as applicable, will use reasonable efforts to (i) suspend only the minimum portion of the Open Banking Platform necessary to address the issues giving rise to the suspension; and (ii) suspend the provision of the Open Banking Platform to only the Consumers’ whose actions necessitated the suspension if at all practicable. In addition, Argyle or Finicity will promptly restore access to the Open Banking Platform once the reason for the suspension is no longer present.

7. Term and Termination

7.1 Agreement Term. This Agreement begins on the Effective Date and continues until terminated in accordance with Section 7.2 (the “Term”).

7.2 Termination.

a. Cause. Either party may terminate this Agreement immediately upon notice to the other party if:

(i) The other party breaches any material provision of this Agreement. In the event of a termination under this section, the breaching party will be entitled to a period to cure the breach(es) as follows:

1. if the breach is for Customer’s failure to pay applicable amounts on a timely basis, Customer will be entitled to cure such breach within five (5) days of receipt of notice from Argyle;
2. if the breach is materially related to any of Section 6.1(a)–(d) herein, or is otherwise reasonably likely to materially adversely affect the security of any Consumer Data, including the misuse of such data under this Agreement, the breaching party is not entitled to any cure period, but may be permitted a cure period at the sole discretion of the non-breaching party; or
3. for any other breach, the breaching party will be entitled to a cure period of thirty (30) days from receipt of written notice from the non-breaching party.

(ii) The other party (a) undergoes the filing of a petition in bankruptcy or a petition seeking reorganization, liquidation, or similar relief, or the filing of any such petition by another against that party that is not dismissed or stayed within sixty (60) calendar days; (b) is adjudicated as bankrupt or insolvent; (c) seeks or consents to the appointment of a trustee, receiver, or liquidator; (d) makes a general assignment for the benefit of creditors; or (e) an admission in writing of its inability to pay its debts as they become due.

b. Change in Law. In the event that due to a change in Law or regulations (including any decision or direction from a regulator or court) either party determines, in its reasonable discretion, that (a) it is prevented from performing its obligations under this Agreement, or (b) the provision or consumption, as applicable, of all or any portion of the Open Banking Platform in a country(ies) in the Territory may pose a material adverse risk to the party’s brand or reputation, and this cannot be remedied by the commercially reasonable efforts of either or both parties, then the party may terminate this Agreement in full by giving thirty (30) days’ notice in writing to the other party (unless a shorter time period is required under Law). Neither party is liable to the other party (or any other individual or entity) in any manner whatsoever with respect to the termination of this Agreement pursuant to this clause. 

c. Convenience. Either party may terminate this Agreement for convenience on 30 days’ notice to the other party. Despite the preceding sentence, if there are any Service Orders in effect, this Agreement will not terminate until all such Service Orders have expired or have been terminated in accordance with their terms.

7.3 Effect of Termination; Survival. Immediately on termination: (a) all amounts owed to Argyle under the Service Order(s) become due and payable; (b) the licenses and Argyle’s obligation to provide the Open Banking Platform end; and (c) Customer (including its Affiliates, Authorized Contractors, and End Users) must discontinue use of the Open Banking Platform. Except as necessary for a party to continue to exercise its surviving rights, and subject to Section 8, each party will return or destroy (or in the case of electronic materials, erase) all documents and other embodiments (in any form) that contain or constitute the other’s Confidential Information. Sections 1.4(a) 2.1, 2.2., 2.3.(b)-(d), 2.4.(b)-(c), 5, 7.3, 8-11, 12.1.-2., 12.6.-7., 12.9.-12., 13, and each party’s accrued rights or liabilities, will survive expiration or termination.

8. Confidentiality.

8.1 Use and Protection. As recipient, each party will (a) use Confidential Information only to perform its obligations and exercise its rights under this Agreement, (b) not disclose Confidential Information to third parties without the discloser’s prior approval, except as permitted in this Agreement and (c) protect Confidential Information using at least the same precautions recipient uses for its own similar information and no less than a reasonable standard of care. 

8.2 Permitted Disclosures. The recipient may disclose Confidential Information to its employees, agents, contractors, and other Representatives having a legitimate need to know (including, as to each party, its Authorized Contractors), provided it remains responsible for their compliance with this Section 8, and they are bound to confidentiality obligations no less protective than this Section 8.

8.3 Exclusions. These confidentiality obligations do not apply to information that the recipient can document (a) is or becomes public knowledge through no fault of the recipient, (b) it rightfully knew or possessed, without confidentiality restrictions, prior to receipt from the discloser, (c) it rightfully received from a third party without confidentiality restrictions or (d) it independently developed without using or referencing Confidential Information.

8.4 Return; Remedies. On the discloser’s request, the receiver will return or destroy (or erase, in the case of electronic materials) all copies of material that contain or embody the discloser’s Confidential Information, except that: (a) the receiver may retain materials to the limited extent necessary to exercise its rights and perform its obligations under this Agreement, or as required by Laws; and (b) the parties acknowledge that some residual Confidential Information may remain in system backup media (e.g., backup files, deletion logs, archival tapes) or other information systems of the receiver; all those materials may be retained until destroyed in accordance with the receiver’s regular business practices, but the receiver may not otherwise use them, and they remain subject to the obligations of the Agreement. Breach of this Section 8 may cause substantial harm for which monetary damages are an insufficient remedy. On breach of this Section 8, the discloser is entitled to seek appropriate equitable relief, including an injunction, in addition to other remedies.

8.5 Required Disclosures. The recipient may disclose Confidential Information to the extent required by Laws. If permitted by Law, the recipient will give the discloser reasonable advance notice of the required disclosure and reasonably cooperate, at the discloser’s expense, to obtain confidential treatment for the Confidential Information.

8.6 Length of Confidential Information. The confidentiality obligations in this Section 8 will survive for 3 years except for Confidential Information that are trade secrets, the confidentiality obligations will survive for so long as that Confidential Information remains a trade secret. 

9. Intellectual Property.

9.1 Reserved Rights. Neither party grants the other any rights or licenses not expressly set out in this Agreement. Except for Argyle’s express rights in this Agreement, as between the parties, Customer retains all intellectual property and other rights in Customer Data and any other Confidential Information it provides to Argyle. Except for Customer’s express rights in this Agreement, as between the parties, Argyle and its licensors retain all intellectual property and other rights in the Open Banking Platform and related Finicity or Argyle technology.

9.2 Feedback. If Customer gives feedback regarding improvement or operation of the Open Banking Platform, Argyle and Finicity may use the feedback without restriction or obligation. All feedback is provided “AS IS” and Argyle will not publicly identify Customer as the source of feedback, or otherwise identify Customer, its Affiliates or Authorized Contractors, End Users, or any Consumer, without Customer’s permission. 

9.3 Consumer Data. Each party acknowledges and agrees that Consumer Data belongs to the Consumer which is the subject of that information. For clarity, nothing in this Agreement grants Customer any right to Process Consumer Data; Customer is solely responsible for obtaining rights to Process Consumer Data as contemplated in this Agreement (including the DPA).

10. Defense & Indemnification.

10.1 By Argyle. Argyle will procure that Finicity will, at its own expense, defend, indemnify and hold harmless Customer its Affiliates, and its and their successors and assigns from and against any third-party liabilities, obligations, losses, damages, penalties, claims, actions, suits, costs, judgments, settlements and expenses of any nature (including actual accountants’ and attorneys’ fees and expenses) (“Claims and Losses”) resulting from or arising out of: (1) claims that the Open Banking Platform (alone and not in combination with the Customer’s products or services), as provided by Finicity and used within the scope of this Agreement, infringes any U.S. patent, copyright, trademark or trade secret of a third party (“Infringement Claims”); and (2) Finicity’s, or its Affiliates, contractors, agents, or other acting on its behalf’s violation of Law (including the FCRA and its associated regulations) applicable to its actions or omissions in connection with this Agreement (except to the extent caused by Customer’s its Affiliates’ gross negligence, willful misconduct, or violation of Law or breach of this Agreement). If use of any of the Open Banking Platform hereunder is, or in Finicity’s opinion is likely to be, enjoined due to an Infringement Claim, Finicity may, at its sole option and expense: (i) procure the right to continue using the Open Banking Platform under the terms of this Agreement; (ii) replace or modify the Open Banking Platform so that it is non-infringing and substantially equivalent in function to the aspects subject to injunction; or (iii) if options (i) and (ii) above cannot be accomplished despite Finicity’s reasonable efforts, then Argyle may terminate the Customer’s rights and Argyle’s and Finicity’s obligations hereunder with respect to the Open Banking Platform and refund to Customer any prepaid Fees for periods of use of the Open Banking Platform that as of such termination had yet to occur. Notwithstanding the foregoing, neither Argyle nor Finicity will have any liability for any infringement or misappropriation claim of any kind to the extent that it results from: (1) modifications to the Open Banking Platform made by a party other than Finicity or Argyle or their agents; (2) the combination, operation or use of the Open Banking Platform with equipment, devices, software or data not supplied by Finicity or Argyle (including any combination of the Open Banking Platform with Customer’s technology); (3) Customer’s failure to timely use any corrective software which is delivered by Finicity; (4) Customer’s use of the Open Banking Platform not in compliance with the terms of this Agreement, or (5) any unauthorized modification of the Open Banking Platform by Customer or Consumers. THE PROVISIONS OF THIS SECTION 10.1 SET FORTH ARGYLE’S AND FINICITY’S SOLE AND EXCLUSIVE OBLIGATIONS, AND CUSTOMER’S SOLE AND EXCLUSIVE REMEDIES, WITH RESPECT TO INFRINGEMENT OR MISAPPROPRIATION OF INTELLECTUAL PROPERTY RIGHTS OF ANY KIND BY FINICITY.

10.2 By Customer. Customer will indemnify, defend and hold harmless Argyle, Finicity, and its and their Affiliates, successors and assigns from and against any third-party Claims and Losses resulting from or arising out of: (a) Customer’s use, transmission, processing, or storage of Consumer Data, including any processing of Consumer Data by or within products or services provided by or on behalf of Customer that violates any Law or any requirement of this Agreement and its use of the Open Banking Platform in a manner that violates Law or otherwise violates this Agreement; (b) products, services, content, technology, equipment, processes or other resources provided to Consumers by Customer or used by Customer or in connection with this Agreement, including any claim of actual or alleged infringement, violation, or misappropriation of any intellectual property rights; (c) Customer’s obligations under this Agreement, including a breach of this Agreement; or (d) use of the Open Banking Platform by Customer; in each case, except to the extent the Claims and Losses are caused by Finicity’s, Argyle’s, Data Location’s, or its or their Affiliates, contractors, agents, or other acting on its or their behalf’s violation of Law (including the FCRA) applicable to its actions or omissions in connection with this Agreement.

10.3 Mutual Indemnification. In addition to the foregoing, each party will, at its own expense, defend, indemnify, and hold harmless the other party and its Representatives from and against any third-party Claims and Losses resulting from or arising out of such party’s gross negligence, fraud, or willful misconduct. Each party will be liable for the acts and omissions of its Representatives constituting a breach of this Agreement the same as if that party had committed such act or omission.

10.4 Indemnification Procedure. Any person entitled to indemnification pursuant to the above (the “Indemnified Party”) will give the party required to provide indemnification hereunder (the “Indemnifying Party”) prompt notice thereof. Such notice (the “Claim Notice”) will (a) provide the basis on which indemnification is being asserted, and (b) be accompanied by copies of all relevant pleadings and other papers related to the claim and in the possession of the Indemnified Party. The Indemnifying Party may assume, at its sole option, control of the defense of the claim by sending notice of such assumption to the Indemnified Party on or before thirty (30) days after receipt of the Claim Notice to acknowledge responsibility for the defense of such claim and undertake, conduct, and control, through reputable independent counsel of its own choosing and at the Indemnifying Party’s sole cost and expense, the settlement or defense thereof. The Indemnified Party will cooperate, at the expense of the Indemnifying Party, with the Indemnifying Party and its counsel in the defense, and the Indemnified Party will have the right to participate, at its own expense, in the defense of such claim. The Indemnifying Party will obtain the Indemnified Party’s consent to any compromise or settlement of a claim to the extent such compromise or settlement affects the rights of such Indemnified Party, which consent will not be unreasonably withheld or delayed.

11. Limitations of Liability.

11.1 Direct. NOTWITHSTANDING ANY OTHER TERM TO THE CONTRARY SET FORTH IN THIS AGREEMENT, EITHER PARTY’S MAXIMUM LIABILITY RELATED TO OR ARISING OUT OF THIS AGREEMENT, WHETHER ARISING IN CONTRACT, TORT, WILL BE THE FEES PAID OR PAYABLE BY CUSTOMER TO ARGYLE FOR THE OPEN BANKING PLATFORM FOR THE TWELVE (12) MONTHS IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO LIABILITY (THE “GENERAL CAP”). If A SERVICE ORDER(S) PROVIDES THAT CUSTOMER WILL PAY AT LEAST A MINIMUM AMOUNT FOR THAT 12-MONTH PERIOD (E.G., AN ANNUAL MINIMUM, OR THE SUM OF PRO-RATA PORTIONS OF ANNUAL MINIMUMS) COVERING BOTH THE OPEN BANKING PLATFORM AND OPEN PAYROLL PLATFORM AND CUSTOMER’S USAGE-BASED FEES INCURRED DURING THAT PERIOD FOR THE OPEN BANKING PLATFORM AND OPEN PAYROLL PLATFORM ARE LESS THAN THAT MINIMUM AMOUNT, THE GENERAL CAP AMOUNT RESULTING FROM THAT SERVICE ORDER WILL BE CALCULATED BASED ON THE PRO RATA OF THE USAGE BASED FEES FOR THE OPEN BANKING PLATFORM AND OPEN PAYROLL PLATFORM INCURRED DURING THAT PERIOD ALLOCATED TO THAT MINIMUM AMOUNT. DESPITE THE FOREGOING, EACH PARTY’S AGGREGATE (I.E., NOT PER CLAIM) EACH PARTY’S FOR ITS INDEMNITY OBLIGATIONS HEREUNDER WILL NOT EXCEED FIVE MILLION DOLLARS (US$5,000,000).

11.2 Indirect. NOTWITHSTANDING ANY OTHER PROVISION TO THE CONTRARY SET FORTH IN THIS AGREEMENT, EACH PARTY WILL NOT BE LIABLE UNDER ANY LEGAL THEORY, INCLUDING TORT, CONTRACT, STRICT LIABILITY OR OTHERWISE, FOR ANY SPECIAL, INDIRECT, INCIDENTAL, CONSEQUENTIAL, PUNITIVE OR EXEMPLARY DAMAGES, INCLUDING FOR LOSS OF PROFITS, DATA OR GOODWILL, REGARDLESS OF WHETHER SUCH PARTY KNEW OR SHOULD HAVE KNOWN OF THE POSSIBILITY OF SUCH DAMAGES. THIS SECTION 12.2 WILL NOT BE DEEMED TO APPLY TO EACH PARTY’S INDEMNITY OBLIGATIONS HEREUNDER (TO THE EXTENT SUCH SPECIAL, INDIRECT, INCIDENTAL, CONSEQUENTIAL, PUNITIVE OR EXEMPLARY DAMAGES ARE PAYABLE TO THIRD PARTIES).

11.3 Nature of Claims. The liability limitations and damages waivers and exclusions in this Section 11 apply regardless of the form of action, whether in contract, tort (including negligence), strict liability or otherwise, and will survive and apply even if any limited remedy in this Agreement fails of its essential purpose. Each provision of this Agreement that limits liability, disclaims warranties, or waives or excludes damages is to allocate the risk of this Agreement between the parties. This allocation is reflected in the pricing offered by Argyle to Customer and is an essential element of the basis of the bargain between the parties. Without limiting Section 12.11 (Severability; Waiver), each of these provisions is severable and independent of all other provisions of this Agreement.

12. General Terms.

12.1 Assignment. Neither party may assign this Agreement without the prior consent of the other party, except that either party may assign this Agreement, with notice to the other party, in connection with the assigning party’s merger, reorganization, acquisition, or other transfer of all or substantially all of its assets to which this Agreement relates or voting securities. Any non-permitted assignment is void. This Agreement will bind and inure to the benefit of each party’s permitted successors and assigns.

12.2 Governing Law; Dispute Resolution. The Agreement and disputes relating to it will be governed by and construed in accordance with the laws of the State of New York, without giving effect to provisions that would require the laws of another jurisdiction to apply. UCITA, the UCC, and the UN Convention on Contracts for the International Sale of Goods will not apply. Any unresolved dispute relating to or arising out of the Agreement will be resolved by arbitration, except that either party is free to seek equitable relief in a court having jurisdiction in the event of a breach or threatened breach of a party’s obligations with respect to Confidential Information or intellectual property rights. Except as otherwise agreed by the parties: (i) where the matters in controversy are less than the sum or value of $100,000, the arbitration will be conducted by a single arbitrator under the International Institute for Conflict Prevention and Resolution’s (“ICPR”) Fast Track Rules for Non-Administered Arbitration; and (ii) where the matters in controversy are greater than the sum or value of $100,000, the arbitration will be conducted by a panel of three (3) arbitrators under the ICPR’s Rules for Non-Administered Arbitration; (those rules, together, the “CPR Rules”) as those CPR Rules are then in effect, and those arbitrator(s) as selected using the screened procedure provided for in the applicable CPR Rules. The arbitration will be seated and take place in New York, New York. The arbitration panel (and not any court or agency) (a) will have exclusive authority to resolve any dispute relating to the interpretation, applicability, enforceability, formation of, or defenses with respect to, the Agreement; and (b) will have no power to award non-monetary or equitable relief of any sort, or to award damages inconsistent with the Agreement, including any provision limiting a party’s liability. Judgment on any arbitration award may be entered in any court having jurisdiction. All aspects of the arbitration will be treated as confidential. 

12.3 Trials and Betas. Argyle may offer optional Trials and Betas. Use of Trials and Betas is permitted only for Customer’s internal evaluation during the period designated by Argyle on the Service Order (or if not designated, 30 days). Either party may terminate Customer’s use of Trials and Betas at any time for any reason. Trials and Betas may be inoperable, incomplete or include features never released. Despite anything to the contrary, Argyle offers no warranty, indemnity, service levels, or support for Trials and Betas and its liability for Trials and Betas will not exceed US$1,000. 

12.4 Open Banking Platform Modifications; Customer Terms Updates.

a. Open Banking Platform Modifications. Finicity reserves the right, in its sole discretion, to make any changes to the Open Banking Platform that it deems necessary or useful to: (a) maintain or enhance (i) the quality or delivery of the Open Banking Platform to its customers, (ii) the competitive strength of or market for the Open Banking Platform, (iii) the performance or cost efficiency of the Open Banking Platform, or (iv) the connectivity with Data Locations; or (b) to comply with Law. If Finicity changes, discontinues, or deprecates Finicity’s API(s), it will continue supporting the previous version(s) that it has changed, discontinued, or deprecated for nine (9) months after the change, discontinuation, or deprecation, except if needed to comply with Law or requests of governmental entities. Provided any of the foregoing changes are made available, without additional charge from Finicity and Argyle, and upon reasonable notice, Customer will implement any such changes within the specified time period. If Customer does not implement such changes, Argyle may increase the fees associated with the Open Banking Platform to the extent Finicity it increases the rates it charges Argyle because of Customer not implementing such changes.

b. Terms Updates. Argyle may update these Open Banking Customer Terms (including, for clarity, any document referenced in these Open Banking Customer Terms) from time to time. Argyle will give notice of material updates via its legal changelog, available at argyle.com/legal/changelog (“Legal Changelog”). Customer may subscribe to receive notifications of updates as described in the Legal Changelog. Except as otherwise set forth in the next sentence, those updates will apply (i) to all Service Orders executed after the date of the updated version, and (ii) prospectively to the renewal of Service Orders entered into before the date of the updated version as of the renewal date unless Customer elects not to renew as provided in the applicable Service Order, provided that the update was made at least ten (10) days before Customer’s right to not renew expired. On notice to Customer via the Legal Changelog, Argyle may modify the Security Measures to (1) reflect new features or changing practices, (2) when an update is required as a result of changes in Law (including Applicable Data Protection Law), or (3) a merger, acquisition, or other similar transaction, but the updates may not be retroactive or materially decrease Argyle’s overall obligations during an Order Term.

12.5 Authorized Contractors. Subject to the DPA where applicable, each party may use Authorized Contractors to exercise its rights, perform its obligations, and otherwise act on its behalf in connection with this Agreement. As to Argyle, this may include Argyle’s procurement from Authorized Contractors data, software, content, technology, and other materials, and services that are used in providing, incorporated into, or made available via the Open Banking Platform. For clarity, neither Consumers nor Data Locations are either party’s Authorized Contractors. Neither (a) Data Locations, (b) Argyle’s Affiliates, Authorized Contractors, or Consumers, or (c) Argyle’s or their partners, principals, members, employees, and agents (the persons referred to in the preceding Sections 12.5(b)-(c) are, together with Argyle, the “Argyle Indemnitees”) will have any liability or obligations to Customer, Customer’s Affiliates or Authorized Contractors, End Users, (together, “Customer Parties”) or any other person, arising out of this Agreement. Customer agrees to: (i) bring any claim or other legal proceeding of any nature arising from or related to Argyle’s breach of this Agreement against Argyle and not against any other Argyle Indemnitees; (ii) ensure that other Customer Parties do not assert any claim arising from or related to this Agreement against Argyle or the other Argyle Indemnitees; and (iii) accept responsibility and liability if such a person pursues such a claim. Sections 10.2 and 12.5 are intended for the benefit of the Argyle Indemnitees.

12.6 Insurance. Customer will maintain customary insurance with industry standard limits and terms, at its own expense, to cover potential losses and liabilities which may arise in connection with or in any way related to its performance of obligations as described in this Agreement and promptly provide evidence of such insurance if requested by Finicity or Argyle.

12.7 Notices. Except as otherwise set forth in this Agreement, notices to be given or submitted in connection with the Agreement must be in writing and delivered by hand, registered mail, or overnight delivery to the recipient at the address set forth on the applicable Service Order (or a later address as may be provided in accordance with this Section 12.7), and will be deemed given on the day they are received. As to notices to Argyle, Customer will provide copy of that notice (which will not be deemed notice) to [email protected]. Despite the foregoing, administrative notices that do not purport to alter legal or commercial terms and operational notices may also be sent via email and are deemed given on recipient’s confirmation of receipt, and operational notices may be given via the Open Banking Platform or as otherwise set forth in this Agreement.

12.8 Publicity. Except as provided below, neither party may use the other’s name, trademarks, or logo, or refer to the other party (directly or indirectly) in any public disclosure, without the other party’s prior consent.

a. Except as otherwise set forth in a Service Order, Argyle may publicly list Customer as a customer of Argyle and use Customer’s name, trademarks, service marks, trade names, and logos for marketing or promotional purposes and in other communications with existing or potential Argyle customers, resellers, or investors.
b. Finicity may display Customer’s name, marks, and services (including logo) within Finicity’s Consumer consent and disclosure platform currently called “Finicity Connect” and share the name, marks, and services of Customer to Data Locations to identify Customer as a recipient of the Open Banking Platform.

c. Customer consents to Data Location’s (and their authorized technology service providers) display of Customer’s name, marks, and services (including logo) within their user authentication and consent management platforms.

12.9 Force Majeure. Neither party will be liable for any delay or failure to perform as required by this Agreement (except for payment obligations) as a result of a condition beyond its reasonable control, so long as it uses reasonable efforts to mitigate the condition.

12.10 Entire Agreement; Interpretation. This Agreement (including all Service Orders and exhibits, attachments, and other documents incorporated by reference hereto and thereto) constitute the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior and contemporaneous understandings, proposals, statements, sales materials, presentations, or non-disclosure or other agreements, whether oral or written. No oral or written information or advice given by Argyle, its agents, or its employees will create a warranty or in any way increase the scope of the warranties or obligations in this Agreement. The parties agree that any term or condition stated in Customer’s vendor registration form portal, method, or in any purchase order document or similar document will be construed solely as evidence of Argyle’s or Customer’s, internal business processes and the terms and conditions contained therein will be void and have no effect with regard to this Agreement, even if accepted by Argyle or executed by the parties after the Effective Date. Each party acknowledges that this Agreement was fully negotiated by the parties and, therefore, no provision of this Agreement will be interpreted against any party because that party or its legal representative drafted that provision. Except with as otherwise expressly set forth herein, the parties do not intend to confer a third-party beneficiary right of action upon any third party.

12.11 Severability; Waiver. If any provision of this Agreement is held by a court or other tribunal of competent jurisdiction to be unenforceable, that provision will be limited or eliminated to the minimum extent necessary to render that provision enforceable and, in any event, the remainder of this Agreement will continue in full force and effect. No failure or delay by either party in exercising any right or enforcing any provision under this Agreement will constitute a waiver of that right or provision, or any other provision. Titles and headings of sections of this Agreement are for convenience only and will not affect the construction of any provision of this Agreement.

12.12 Order of Precedence. In the event of any conflict or inconsistency among the following documents, the order of precedence will be: (a) the applicable Service Order(s), (b) the terms set forth in the body of these Open Banking Customer Terms, (c) any other terms incorporated by reference herein or any other exhibits or attachments hereto, and (d) the applicable Documentation. For clarity any “Additional Terms” set forth on a Service Order apply solely with respect to that Service Order.

12.13 Record Inspection. Customer will maintain all necessary documentation to evidence its compliance with this Agreement and Law in connection with its use of the Open Banking Platform for a period of six (6) years after the expiration or termination of this Agreement, or for such longer period as otherwise may be required by Law. Customer will provide Argyle and Finicity with access to such documentation upon request. Finicity or its authorized representative may, on reasonable notice no more than once every year, audit (a) Customer’s activities related to its use of the Open Banking Platform; and (b) Customer’s products and the use of such products and services that utilizes Open Banking Platform, for compliance with Law and this Agreement.

13. Definitions.

13.1. “Affiliate” means an entity controlled, controlling or under common control with a party, where control means at least 50% ownership or power to direct an entity’s management. 

13.2 “API” means an application programming interface(s).

13.3 “Applicable Data Protection Law” means any US law, statute, declaration, decree, legislation, enactment, order, ordinance, regulation, rule, circular, (as amended and replaced from time to time) which relates to the protection of individuals with regards to (a) Laws governing the Processing of Personal Information to which the parties are subject, including but not limited to the Gramm-Leach-Bliley Act, the California Consumer Privacy Act (as amended an replaced from time to time) and similar U.S. state and federal privacy laws; (b) Laws regulating unsolicited email, telephone, and text message communications; (c) Laws relating to security breach notifications; (d) Laws imposing minimum security requirements; (e) Laws requiring the secure disposal of records containing certain Personal Information; (f) Laws regulating international data transfers and on-soil requirements; (g) Laws regulating incident reporting and data breach notification requirements, including guidelines and recommendations from the competent regulators; (h) other similar Laws; (i) to the extent applicable, the Payment Card Industry Data Security Standards; and (j) all applicable provisions of a party’s written information security policies, procedures and guidelines.

13.4 “Argyle” means the party identified as “Argyle” on the Service Order. 

13.5 “Authorized Contractor” means, as to a party, its Affiliates, contractors, agents, and others through which that party exercises its rights or performs its obligations under this Agreement, or that otherwise act on that behalf in connection with this Agreement and, as to Customer, only if that individual or entity is performing services to Customer under a separate written agreement with Customer and who(se): (a) has a need to use the Open Banking Platform, but solely in performance of its obligations to Customer and (b) is not a competitor of Argyle or Finicity; and (c) use of the Open Banking Platform is subject to and consistent with this Agreement.

13.6 “Business Purpose” means the use of Personal Information for Finicity, Argyle’s, or Customer’s, as applicable, operational purposes, or other notified purposes, provided that the use of Personal Information is in accordance with Law and is reasonably necessary and proportionate to achieve the operational purpose for which the Personal Information was collected or processed or for another operational purpose that is compatible with the context in which the Personal Information was collected.

13.7 “Confidential Information” means, means, with respect to a disclosing party, all non-public information, data, and material disclosed in any form to the other party by or on behalf of the disclosing party that is marked or described as, contains content that would reasonably be considered to be, or is provided under circumstances reasonably indicating it is, confidential or proprietary. Customer’s Confidential Information includes Customer Data. Argyle’s Confidential Information includes the Agreement, the Open Banking Platform, and non-public information and materials related to them, including technical or performance information about the Open Banking Platform. For clarity, Consumer Data is neither party’s Confidential Information. 

13.8 “Consumer” means an individual using the consumer-facing features and functionalities of the Open Banking Platform via Finicity Connect, including for the purpose of delivering their Consumer Data to Customer to enable Customer’s provision of products or services to that individual. 

13.9 “Consumer Data” means any data or information relating to a Consumer retrieved by a Consumer from a Data Location using the Open Banking Platform and delivered to Customer. For clarity, Consumer Data is neither party’s Confidential Information under this Agreement. 

13.10 “Controller” means the natural or legal person, public authority, agency or other body which, alone or jointly with others, determines the purposes and means of Processing of Personal Information.

13.11 “Customer” means the party identified as ‘Customer’ on a Service Order. 

13.12 “Customer Application” means a software and/or software-as-a-service application developed by or on behalf of Customer. 

13.13 “Customer Data” means (a) non-public account administrative data, including billing information, account profile setup information, and similar administrative information, and (b) data or information relating to Consumers uploaded by End Users to the Open Banking Platform; in each case as uploaded by End Users to the Open Banking Platform. Customer Data does not include Consumer Data or Usage Data. 

13.14 “Data Location” means a third-party financial institution or other entity (e.g., a Regulation E account provider or Regulation Z card issuer) that possesses account information regarding a Consumer.

13.15 “Documentation” means the standard usage documentation for the Open Banking Platform provided to Customer by Argyle.

13.16 “End User” means Customer, its Affiliates, and Authorized Contractors, individual employees, contractors, agents, or others acting on Customer’s behalf, using the Open Banking Platform through Customer. For clarity, individuals are Consumers and not End Users when using the Open Banking Platform via Finicity Connect.

13.17 “Explicit Consent” means an electronic communication with an individual or entity that: (a) provides sufficient notice to such individual or entity regarding how Consumer Data associated with that person will be used, including access, usage, storage, retention, and disposal of such person’s Consumer Data (including any use of anonymized data derived from the Consumer Data) and the process for the revocation of consent (which process will enable a person to readily revoke such consent); and (b) obtains from such person permission for a specific action that is maintained in a system log or database that ensures completeness, and integrity and permits verification of the consent upon request of the records. Explicit Consent must be consistent with Law and standards developed for the collection of consent by the Financial Data Exchange (or subsequent industry organization) and at a minimum must be presented and captured in a clear and conspicuous manner and may not include a technology solution or script that automatically enrolls a personal into an agreement without taking an express, recordable action.

13.18 “Finicity” means Finicity Corporation. 

13.19 “Finicity Connect” means Finicity’s Consumer consent and disclosure platform, as described in more detail at https://www.finicity.com/connect/ (or successor URL), or successor consent and disclosure platform. 

13.20 “Laws” means all laws, regulations, rules, court orders or other binding requirements of a government authority that apply to a party.

13.21 “Onboarding Procedures” means the approval, due diligence requirements, and vetting procedures established (and as may be modified from time to time) to onboard and approve Customer for use of the Open Banking Platform.

13.22 “Order Effective Date” means, as to a Service Order, the “Order Effective Date” set forth on that Service Order.

13.23 “Order Initial Term” means, as to a Service Order, the Order Initial Term set forth on that Service Order. 

13.24 “Order Renewal Term” means, as to a Service Order, the Order Renewal Term(s), of any, as set forth on that Service Order. 

13.25 “Order Term” means, as to a Service Order, the Order Initial Term together with the Order Renewal Terms, if any, set forth on that Service Order.

13.26 “Open Banking Platform” means Finicity’s software-as-a-service platform resold by Argyle that, among other things, enables the retrieval and delivery of Consumer account data (e.g., account debits, credits, other transaction-level data, and other data available under the applicable Consumer’s Registration Data) from financial institutions (e.g., Regulation E account providers, Regulation Z card issuers), and ordered under a Service Order. For clarity, the Open Banking Platform includes Finicity’s API, Documentation, and Finicity Connect, but does not include Customer Applications, the Open Payroll Platform, or Third-Party Platforms.

13.27 “Open Payroll Platform” means Argyle’s software-as-a-service platform that, among other things, enables the retrieval and delivery of a Consumer’s data from the Consumer’s payroll, gig-service, or other work-related technology platform account. For clarity, access to and use of the Open Payroll Platform is provided under the Open Payroll Customer Terms, and not under this Agreement. 

13.28 “Personal Information” means any information relating to an identified or identifiable individual, whether electronically or otherwise recorded, including but not limited to contact information, demographic information, passport number, Social Security number or other national identification number, bank account information, Primary Account Number and authentication information (e.g., identification codes, passwords), online identifier (e.g., username, IP address), biometric record, or as otherwise defined under Applicable Data Protection Law. For clarity, Consumer Data is Personal Information.

13.29 “Processor” means a natural or legal person, public authority, agency or other body which Processes Personal Information on behalf of the Controller, including a “service provider” as defined in the CCPA.

13.30 “Process(ing)” (and “Process(ed)”) means any operation or set of operations performed on Personal Information or on sets of Personal Information, whether or not by automated means, including collection, recording, organization, structuring, storage, adaptation or alteration, retrieval, consultation, use, disclosure by transmission, dissemination or otherwise making available, alignment or combination, restriction, erasure, or destruction.

13.31 “Representatives” means a party’s Affiliates, Authorized Contractors, End Users, and its and their directors, officers, employees, agents, contractors, subcontractors, partners, and third-party service providers.

13.32 “Reseller” means a third-party authorized by Argyle resell or otherwise distribute the Open Banking Platform under a separate agreement between Argyle and that third-party. 

13.33 “Registration Data” means Consumer account access information and registration information as provided by Consumers for the purpose of accessing Consumer Data from a Data Location. 

13.34 “Security Incident” means any actual or suspected unauthorized processing, loss, use, disclosure, acquisition of, or access to any Consumer Data or other Personal Information.

13.35 “Service Order” means an order for Customer’s access and use of the Open Banking Platform, that is executed by the parties and incorporating or otherwise referencing these Open Banking Customer Terms. If a Service Order between Customer and Argyle is for both the Open Banking Platform and the Open Payroll Platform: (i) Customer’s execution of that Service Order creates two separate agreements (i.e., (1) an agreement for use of the Open Payroll Platform subject to the Open Payroll Customer Terms, and (ii) an agreement for use of the Open Banking Platform subject to the Open Banking Customer Terms); and a breach of either set of terms (i.e., either the Open Payroll Customer Terms or the Open Banking Customer Terms) will not be deemed a breach of the other set of terms.

13.36 “Subprocessor” means any third party authorized by a party to Process any Personal Information on its behalf when that party is acting as a Controller or Processor under the Agreement.

13.37 “Territory” means the United States of America.

13.38 “Third-Party Platform” means any product, add-on, or platform not provided by Argyle that Customer uses with the Open Banking Platform, including Argyle or Finicity-authorized reseller or distributor platforms with which the Open Banking Platform interoperates or is otherwise accessible.

13.39 “Trials and Betas” mean use of the Open Banking Platform or Open Banking Platform features or functionalities on a free, trial, beta or early-access basis.

13.40 “Usage Data” means Argyle’s technical logs, data and learnings about Customer’s use of the Open Banking Platform, but excluding Customer Data and Consumer Data. 

13.41 “Virus” means viruses, malicious code or similar harmful materials.