Yodlee Developer Terms | Yodlee Developer Portal

Please review these Developer Terms (the “Agreement”). This is a legal agreement between you and Yodlee, Inc. (“Yodlee” or "we"). By clicking on the "I Agree" button, you agree to be bound by this Agreement, including any schedules and exhibits. If you do not agree, click on the “Cancel” button and you will not be entitled to use the Services.

In order to register or use the Services, you must be at least 18 years old and legally capable of entering into contracts. If you are entering into this Agreement on behalf of an entity, such as the company you work for, you represent and warrant that you have the legal authority to bind that entity. Outside of this paragraph, the terms "you" and “Developer” in this Agreement refer to the entity you represent if you are acting on behalf of an entity; otherwise, they refer to you in your individual capacity.

The “Services” consist of the provision by Yodlee of the API, the API Service, and the Development Environment via the following offerings: the Demo Version, the Launch Version and the Grow Version, as more fully described here. The “Demo Version” allows you to test your Applications in our Development Environment. The “Launch Version” includes the services provided in the Demo Version, but also allows you to launch your Application to a limited number of Customers. The “Grow Version” includes the services provided in the Demo Version and the Launch Version, and allows you to launch your Application to a larger number of Customers.

While there is generally no charge for using the Demo Version or the Launch Version, if you exceed certain limitations, you will have to pay Fees. There is a charge for the Grow Version. Please note that in order to launch an Application, you will need approval from Yodlee.

If you want to provide your Application to more Customers, or use more Data Sources, than permitted under this Agreement and the Product Schedules, you will need to enter into a Yodlee Master Services Agreement.

CONTENTS

1. Services

2. License

3. Customer End User Agreements

4. Privacy and Security

5. Fees

6. Support and Maintenance

7. Proprietary Rights

8. Registration and Account Information

9. Insurance

10. Confidentiality

11. Indemnity

12. Disclaimer; Limitation Of Liability

13. Term And Termination

14. Changes To The Agreement, Services And Fee

15. Miscellaneous

16. Definitions

1. Services

1.1. Permission to Use. Subject to Developer's compliance with this Agreement:

1.1.1. Demo Version. Developer may use the Services for the purposes of evaluating and testing Applications that will interface with the Yodlee API, for no more than five of Developer’s own test accounts.

1.1.2. Launch Version. Subject to Yodlee’s prior written approval of an Application, Yodlee will provide to Developer the API Service for use in support of up to 100 Customers of approved Applications.

1.1.3. Grow Version. Yodlee will provide to Developer the API Service for up to 1,000 Customers of approved Applications.

1.2. Data Sources. For the Launch Version and Grow Version, Developer will be granted access to the number of Data Sources applicable to Developer’s Territory as defined in the relevant Product Schedules. Yodlee may remove any Data Source from the Services for any reason in its discretion.

2. License

2.1. License Grants. Subject to the limits in Section 1 and Developer's compliance with this Agreement, including the Product Schedules, Yodlee hereby grants to Developer a revocable, non-transferable, non-sublicensable, non-exclusive, royalty-free, limited right and license to:

2.1.1. Demo Version. Download the API Materials, make a reasonable number of archival copies of the API Materials, modify any sample code included in the API Materials, and use the API Materials (and Developer's sample code modifications) solely for the purposes of developing Applications that can interface with the Yodlee API, and incorporate any such sample code and sample code modifications into Applications.

2.1.2. Launch and Grow Versions. Distribute Applications (including any sample code and Developer's sample code modifications) directly to Customers who reside in the applicable Territory, for use by such Customers in the Integrated Service on the Developer Site.

2.2. Limitations. Developer will not distribute, re-distribute, white label, co-brand, or sub-brand any Application or Integrated Service to or for any entity that provides financial services, advice, communities or products or to any other entity or association. Developer will not use the Services for any of the following purposes: (a) payments or money transfers of any type, (b) consumer personal finance applications where the end user is not an individual consumer, (c) billing applications, (d) account opening or identity verification/authentication applications, (e) enterprise single sign-on applications, (f) market research applications, (g) email or news information services, (h) evaluation of consumer credit or the extension of credit to a consumer for any purpose, or (i) online gambling. Developer will not use the Services to conduct load, scalability or performance testing.

3. Customer End User Agreements

Developer will prepare and enter into a binding agreement with each Customer governing the relationship between Developer and Customer for the Integrated Service containing at least terms substantially similar to those set forth in Exhibit A to this Agreement, adapted as necessary for the relevant Territory (“Customer End User Agreement”) (including any employee or other personnel engaged in the testing of the Integrated Service with a live Account). For clarity, Customer End User Agreements may contain other terms not set forth in Exhibit A (provided such other terms do not contradict the terms set forth in Exhibit A), and Developer is solely responsible for including such other terms as are necessary to ensure each Customer End User Agreement complies with applicable law and regulation, as well as the substantive requirements of this Agreement. Developer will not charge Customers any fees directly attributed solely to the use of such Customer's Customer Data. Developer will not make any representations or warranties about Yodlee or the Services that Yodlee has not first approved in writing.

4. Privacy, Security, and Compliance with law

4.1. Privacy Policies. You acknowledge that you have read and understood Yodlee’s Privacy Policy available on Yodlee’s website (http://www.yodlee.com/privacy-policy/), which may be updated from time to time. Yodlee’s Privacy Policy governs personal information provided by Developer to Yodlee in order for Developer to receive or use the Services (e.g., personal information relating to Developer’s employees who interact with the Services). Developer’s privacy policy will govern the use of all Customer Data by Developer and Yodlee. Developer will ensure its privacy policy does not restrict Yodlee’s right to use the Customer Data in accordance with the permitted uses set forth below in this Section 4, unless so required by applicable law or regulation, in which case Developer promptly will notify Yodlee in writing. Additional terms are provided in the Product Schedules.

4.2. Permitted Uses of Customer Data.

4.2.1. Yodlee. Yodlee may: (a) during the Term, use Customer Data internally to provide and improve the Services; (b) to the extent permitted by applicable law, use, sell, license, distribute and disclose Aggregated Data; and (c) use Customer Data to perform fraud screening, verify identities, and verify the information contained in Accounts for use across the Yodlee network. Yodlee will not disclose Customer Data to any third party other than Aggregated Data as permitted in this Section 4 or use the Customer Data to directly solicit Customers of the Services.

4.2.2. Developer. Developer will use Customer Data solely during the Term and solely for the purpose of distributing or processing such Customer Data on the Developer Site for approved Applications in the Integrated Service. Developer will not display the Customer Data on any other web site or with any other applications, and will not repackage, redistribute, divert, license, rent, or resell Customer Data to or for the benefit of any third party. Developer may only use Customer Data in accordance with the express consent of Customers.

4.3. Security. Developer and Yodlee will both adhere, in all material respects, to the security requirements described on Exhibit B. Developer shall not perform any penetration or security testing of the Yodlee Technology, including but not limited to “ethical hacks.” Developer agrees to compensate Customers for any direct costs related to any security breach of Developer's systems, subject to the limitations of Developer's insurance where such insurance meets the requirements of this Agreement. Yodlee may suspend Developer access or terminate this Agreement to remedy or avoid a credible threat to the safety and security of Yodlee, Data Sources or Customers.

4.4. Malware. Developer (a) represents that it has deployed and maintains antivirus software and other anti-malware tools on its systems and at its facilities that is reasonably designed to protect against and prevent the spread of all generally-known viruses, worms, Trojan horses, spyware and other malware, (b) agrees to maintain such software and tools reasonably current and up-to-date, and (c) will not knowingly transmit to Yodlee, Customers, Data Sources, or any third party data providers or service providers any computer code or instructions that could reasonably be expected to disrupt or damage, or conduct unauthorized monitoring of, the systems of Yodlee, Customers, Data Sources or any third party data or service providers.

4.5. Compliance with Law. Developer shall not, in the course of using the Services or API Materials or providing the Integrated Service, violate any applicable law, rule or regulation or transmit material that is unlawful, harassing, libelous, invasive of another’s privacy, abusive, threatening, obscene, or infringing of the rights of others. Without limiting the generality of the foregoing, to the extent applicable, Developer shall comply with the Fair Credit Reporting Act (in the United States), the Consumer Credit Act 1974 (in the United Kingdom), or any similar laws in any jurisdiction and shall not use the Services or API Materials, or any information derived from them, in connection with any transactions subject to such laws, including but not limited to the evaluation of consumer credit or the extension of credit to a consumer for personal, family or household purposes. Without limiting the generality of the foregoing, Developer shall at all relevant times hold and maintain any authorizations, consents, licenses and permissions (whether from a customer, governmental or regulatory authority or body) required in order for it to carry on its business and activities. Developer shall not, and shall ensure that its service providers shall not, hold out itself out as agent acting for Yodlee, nor hold out Yodlee as in any way providing information to the Customer, end user or to any other person in accordance with the Customer's or end user's instructions.

5. Fees

Yodlee does not charge fees for use of the Demo Version or the Launch Version, unless Developer exceeds certain limitations as described in the applicable Product Schedule, in which case then-current Fees will apply. Developer will pay to Yodlee the Fees described on the then-current Fee Schedules for the Grow Version. All payments made hereunder will be in local currency and will be made by credit card. Fees are due, as applicable as specified in the then-current Fee Schedules. Yodlee reserves the right to suspend the Services until the payment for any required Fees are received by Yodlee. Amounts payable by Developer under this Agreement are payable in full without offset or deduction for taxes (including any withholding tax) or customs duties.

6. Support and Maintenance

6.1. Support. Yodlee is under no obligation to provide support to Developer with respect to the Demo Version. With respect to the Launch Version and the Grow Version Yodlee will provide support to Developer according to Yodlee's then-current standard policies beginning on the date, as applicable, that (a) the hosted Service is enabled in accordance with Yodlee's specifications in Yodlee’s production environment or (b) the API Service is enabled in accordance with Yodlee's published specifications in its stage environment, and through the remainder of the Term.

6.2. Maintenance. Yodlee may perform reasonable scheduled or emergency maintenance of the Services from time to time. For scheduled maintenance, Yodlee will endeavor to provide Developer with at least 10 days' prior notice. For clarity, any such scheduled or emergency maintenance will not constitute a breach of this Agreement or give rise to any liability for Yodlee for any reason.

7. Proprietary Rights

7.1. Ownership by Yodlee.Yodlee owns and retains all right, title and interest in and to the Yodlee Technology and the Services, including without limitation all Intellectual Property Rights therein and thereto. All other rights not expressly granted herein are reserved by Yodlee.

7.2. Trademarks. Each party (the “Using Party”) agrees that, with respect to its use of the other party’s (the “Owning Party”) trademarks, marks and trade names (“Marks”) provided or identified by the Owning Party for the Using Party’s use: (a) as between the parties, all rights in and to such Marks are owned by the Owning Party, (b) the Using Party will do nothing inconsistent with such ownership, (c) all uses of such Marks will inure to the sole benefit of the Owning Party, (d) it will use the Owning Party’s Marks in accordance with any guidelines for the use of such Marks as provided by the Owning Party from time to time, (e) it will not alter any such Marks and will use only exact reproductions thereof as supplied by the Owning Party, and (f) at the Owning Party’s reasonable request, all depictions of such Marks which the Using Party intends to use will be submitted to the Owning Party for approval of design, color, or other details. The provisions of this Section 7.2 will also apply to any Marks owned by any Data Source or other third party providers of Customer Data, with such third party provider considered to be the Owning Party.

7.3. Restrictions. To the maximum extent permitted by applicable law, Developer will not (a) reverse engineer, disassemble, decompile or otherwise attempt to derive source code from the Yodlee Technology, (b) make the Yodlee Technology available to any third parties other than as expressly permitted in this Agreement, (c) modify, adapt, translate or create derivative works based on the Yodlee Technology, (d) reproduce any portion of the Yodlee Technology except to make permitted archival copies of downloaded API Materials, (e) use the Yodlee Technology in such a way that violates any applicable laws, regulations, or this Agreement, or (f) permit or authorize any party to do any of the foregoing.

7.4. Feedback. Developer agrees that Yodlee may use in any manner and without limitation all comments, suggestions, complaints, and other feedback Developer provides relating to the Services and grants to Yodlee a worldwide, royalty-free, non-exclusive, perpetual, and irrevocable right to use and exploit any feedback for any purpose, including but not limited to incorporation of such feedback into Yodlee social media or Yodlee software or services. Any feedback is the Confidential Information of Yodlee.

8. Registration and Account Information

8.1. Registration Information. You agree to provide true, accurate, current, and complete information about yourself, as requested in Yodlee's registration form and account setup process, and you agree to not misrepresent your identity or your account registration information. Failure to provide accurate and complete information during registration may prohibit the use of the Services. Yodlee reserves the right to reject any registration for any reason in its sole discretion.

8.2. Customer Account Information. Developer will be solely responsible for collecting account access information provided by Customers of the Launch Version and the Grow Version for their Data Source accounts (e.g., login names, passwords, etc.) via Developer’s Application and passing said information to Yodlee in encrypted format specified by Yodlee. Developer will not store any account access information after the information has been passed to Yodlee.

9. Insurance

Developer shall keep in force during the Term insurance coverage types with coverage limits no lower than as set forth below. Developer will ensure that the following coverages (or substantially similar coverages) apply to non-employee Developer personnel who have access to Customer Data to the same extent as Developer personnel:

Errors and Omissions, also known as professional liability insurance, covering Developer with a limit (either independently or in combination with the Network Security and Privacy Liability coverage described in Section 9.2) of not less than USD $25,000,000 (or its equivalent), per loss; if coverage is on a “claims-made” basis, equivalent coverage must be maintained in force for a minimum of three years after the termination of this Agreement. Coverage will include all acts, errors, omissions or negligent acts in connection with the performance of Developer’s obligations under this Agreement; and

Network Security and Privacy Liability, also known as cyber insurance, covering Developer with a limit (either independently or in combination with the Errors and Omissions coverage described in Section 9.1) of not less than USD $25,000,000 (or its equivalent), per loss, covering all related claims, including relating to privacy violations, information theft, damage to or destruction of electronic information, intentional and unintentional release of private information, alteration of electronic information, extortion and network security for such length of time as necessary to cover any and all claims arising in connection with the actions or omissions of Developer or any Developer personnel in connection with this Agreement.

10.Confidentiality

10.1. Obligations. Neither party ("Receiving Party") shall disclose the Confidential Information of the other party ( “Disclosing Party”) to any third party, nor use the Disclosing Party’s Confidential Information for any purpose other than as expressly contemplated by this Agreement. Receiving Party shall use the same degree of care to protect Disclosing Party's Confidential Information as it uses to protect its own Confidential Information, but no less than reasonable care, to prevent its unauthorized disclosure, use, or publication. The parties’ duty to protect Confidential Information shall extend for a period of five years from the date of disclosure of the Confidential Information, except for any source code, which shall be protected in perpetuity.

10.2. Exceptions. Confidential Information does not include any information that the Receiving Party can demonstrate: (a) was known to the Receiving Party prior to its disclosure hereunder by the Disclosing Party; (b) is independently developed by the Receiving Party; (c) is or becomes publicly known through no wrongful act of the Receiving Party; (d) has been rightfully received from a third party whom the Receiving Party has reasonable grounds to believe is authorized to make such disclosure without restriction; or (e) has been approved for public release by the Disclosing Party’s prior written authorization. If the Receiving Party is required to produce or disclose Confidential Information of the Disclosing Party pursuant to applicable law, regulation or court order, the Receiving Party will provide prompt prior written notice and reasonable assistance so as to afford the Disclosing Party the opportunity to object or seek protective relief. Receiving Party may also disclose to any Customers that it is providing or receiving Customer Data for the purposes of providing the Services or the Application, as applicable, but such disclosure is subject to prior review and approval, not to be unreasonably withheld or delayed, by the Disclosing Party. This Section 10 will not limit either party’s obligations regarding confidential information in any other agreement between the parties.

11.Indemnity

Developer will indemnify, defend (at Yodlee's option) and hold Yodlee and its affiliates and Data Sources harmless from and against all costs, losses, liabilities and expenses (including, but not limited to, reasonable attorneys' fees) arising out of or related to any third party claim, demand, action, suit, or proceeding resulting from Developer's use of the Service including but not limited to any such claim, demand, action, suit, or proceeding based on any actual or alleged: (a) infringement of any Intellectual Property Right by the Application or Developer Site; (b) breach of this Agreement by Developer, (c) use, sale, license, distribution or disclosure of Customer Data by Developer; (d) any security breach of the Developer’s systems resulting in a disclosure of Customer Data to an unauthorized third party; (e) Developer’s failure to comply with all applicable laws, rules and regulations; or (f) failure of Developer to obtain adequate Customer permissions, provide legally sufficient disclosures, or otherwise ensure the use of Customer Data, personal information and Aggregated Data by Yodlee as contemplated under this Agreement or by Developer in any regard.

12.Disclaimer; Limitation of Liability

12.1. Disclaimer. YOUR USE OF THE SERVICES AND ALL INFORMATION, AND OTHER DATA AND CONTENT (INCLUDING THAT OF THIRD PARTIES) INCLUDED IN OR ACCESSIBLE FROM THE SERVICES IS PROVIDED AT YOUR SOLE RISK, ON AN "AS IS" AND "AS AVAILABLE" BASIS. YODLEE, ITS LICENSORS, AND ALL DATA SOURCES DISCLAIM ALL REPRESENTATIONS, WARRANTIES, TERMS AND CONDITIONS OF ANY KIND AS TO THE SERVICES AND ALL INFORMATION AND OTHER DATA AND CONTENT INCLUDED IN OR ACCESSIBLE FROM THE SERVICES, WHETHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO THE IMPLIED WARRANTIES OF MERCHANTABILITY, SATISFACTORY QUALITY, FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT.

12.2. Limitation of Liability. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, YOU AGREE THAT NEITHER YODLEE NOR ANY OF ITS AFFILIATES, SUBSIDIARIES, LICENSORS, SUPPLIERS, THIRD PARTY DEVELOPERS, DATA SOURCES OR ANY OF THEIR AFFILIATES (COLLECTIVELY, “YODLEE PARTIES”) WILL BE LIABLE FOR ANY DIRECT, INDIRECT, PUNITIVE, INCIDENTAL, SPECIAL, CONSEQUENTIAL OR EXEMPLARY DAMAGES ARISING OUT OF OR RELATING TO THE SERVICES OR THIS AGREEMENT, INCLUDING, BUT NOT LIMITED TO, DAMAGES FOR LOSS OF PROFITS, OPPORTUNITY, GOODWILL, USE, DATA OR OTHER INTANGIBLE LOSSES. THE FOREGOING LIMITATION APPLIES HOWEVER SUCH DAMAGES MAY ARISE—WHETHER FOR BREACH OF CONTRACT, BREACH OF WARRANTY OR IN TORT, INCLUDING NEGLIGENCE—AND EVEN IF THE YODLEE PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES; EXCEPT THAT, SOLELY WITH RESPECT TO THE GROW VERSION, YODLEE MAY BE LIABLE FOR DIRECT DAMAGES FOR AMOUNTS UP TO—BUT NOT EXCEEDING—THE AGGREGATE AMOUNTS PAID OR DUE AND OWING BY DEVELOPER TO YODLEE HEREUNDER. THE FOREGOING LIMITATIONS WILL APPLY NOTWITHSTANDING ANY FAILURE OF ESSENTIAL PURPOSE OF ANY LIMITED REMEDY

12.3. Reasonableness. DEVELOPER AGREES THAT THE CONTENTS OF THIS SECTION 12 ARE REASONABLE GIVEN THAT YODLEE DOES NOT CHARGE DEVELOPER FOR THE DEMO VERSION OR LAUNCH VERSION AND THAT ALL VERSIONS OF THE SERVICES HAVE LIMITATIONS ON THEIR USE.

13.Term and Termination

13.1. Term. This Agreement shall be effective when Developer agrees to these terms and conditions (the “Effective Date”) and it shall remain in force through the end of the current calendar month (the “Initial Term”). This Agreement will automatically and immediately renew for each successive calendar month (“Renewal Term”) unless either party provides written notice (e-mail acceptable) to the other party of its intent to terminate at least 30 days prior to the end of the then current calendar month. Developer must notify Yodlee of such intent at customercare@yodlee.com. The Initial Term and any Renewal Terms are collectively referred to as the “Term”.

13.2. Termination. With respect to the Demo Version and the Launch Version only, either party may terminate this Agreement at any time for any reason or no reason by providing written notice (e-mail acceptable) to the other party.

13.3. Survival. Sections 7.4, 9 (for the duration specified), 10 (for the duration specified), 11, 12, 13.3, and 15 shall survive the termination or expiration of this Agreement, as well as the obligation to pay any outstanding Fees. For clarity, the termination or expiration of this Agreement will not limit any remedies of either party that may otherwise be available at law or equity, including for breach of any of provision of this Agreement while such provision was in effect.

14.Changes to the Agreement, Services And Fees

Yodlee may, at our discretion, make changes to this Agreement. Such changes will become effective with respect to Developer with the next succeeding Renewal Term, if any and your continued use of the Services after the start of the next succeeding Renewal Term constitutes acceptance of such changes and an agreement to be bound by these terms, as may be amended. Yodlee may also make changes to the Product Schedules and Fee Schedules at any time and from time to time, and the changes will be effective as of the date stated by Yodlee in its posting or in written notice to Developer (e-mail acceptable). If you do not agree to any such changes, you have the right to discontinue your use of the Services.

15.Miscellaneous

15.1. Assignment. Developer may not assign or delegate this Agreement or any of its rights or duties hereunder, directly, indirectly, by operation of law or otherwise, without the written consent of Yodlee. Any such purported assignment or delegation will be void. Yodlee may assign this Agreement without consent to an affiliate or to an entity that succeeds to all or substantially all of its business or assets to which this Agreement relates.

15.2. Choice of Law; Arbitration; Jurisdiction. This Agreement and any non-contractual controversy or claim between the parties in relation to the subject matter of this Agreement shall be governed by the laws of the State of California, without regard to its provisions on conflicts of law. Any controversy or claim arising out of or relating to this Agreement, or the breach thereof, and any non-contractual controversy or claim between the parties in relation to the subject matter of this Agreement, shall be settled by binding arbitration on an individual (non-class) basis administered by the American Arbitration Association (AAA) in San Francisco in accordance with its Commercial Arbitration Rules, by a single arbitrator appointed in accordance with said Rules. The AAA Rules are available online at www.adr.org or by calling the AAA at 1-800-778-7879. The arbitrator shall decide all issues of arbitrability. This agreement to arbitrate is entered into pursuant to the Federal Arbitration Act. Judgment on the award rendered by the arbitrator may be entered in any court having jurisdiction thereof. Subject to the foregoing, Developer and Yodlee agree to the personal jurisdiction of the state and federal courts located in the Northern District of California.

15.3. Notices, etc. Any notice, notification, demand or request provided or permitted to be given under this Agreement must be in writing, unless explicitly stated otherwise in this Agreement. Notices to Yodlee must be addressed to: Yodlee, Inc., 3600 Bridge Parkway, Suite 200 Redwood City, California 94065, Attn: General Counsel. Notices to Developer will be addressed to the address or e-mail address on file in Developer's registration.

15.4. General. No failure or delay by either party in exercising any right, power, or remedy under this Agreement will operate as a waiver or abandonment of any such right, power or remedy. A waiver on any one occasion shall not be construed as a bar or waiver of any rights or remedies on future occasions. If any provision of this Agreement will be held by a court of competent jurisdiction to be contrary to law, such provision will be changed and interpreted so as to best accomplish the objectives of the original provision to the fullest extent allowed by law and the remaining provisions of this Agreement will remain in full force and effect. This Agreement is in the English language and all notices and communications shall be in the English language, and Developer waives any rights to use of any other language. This Agreement, including all Exhibits and Schedules referenced herein and any other documents incorporated by reference, constitutes the final, complete and exclusive agreement between the parties with respect to the subject matter hereof, and supersedes any prior or contemporaneous agreement, either written or oral. Except as otherwise expressly contemplated herein, a person who is not a party to this Agreement will not have any rights to enforce any term of this Agreement. Each party acknowledges and agrees that in entering into an Agreement, it does not rely on, and will have no remedy in respect of, any statement, representation, warranty or understanding (whether negligently or innocently made) of any person (whether party to the Agreement or not) other than as expressly set out in the Agreement. The relationship between the parties is that of independent contractors. Nothing in this Agreement shall constitute a partnership or joint venture between the parties or constitute either as agent of the other for any purpose whatever.

16.Definitions

16.1. “Aggregated Data” means Customer Data and usage information from which all direct and known indirect identifiers have been removed, and on which technical, organizational and legal controls prevent employees, researchers or other third parties from re-identifying individuals. Aggregated Data therefore meets the standard of “protected de-identified,” and therefore no longer constitutes Customer Data.\

16.2. “API”means the Yodlee API, documentation and sample code, of the version generally available as of the Effective Date, as it may be changed by Yodlee from time to time.

16.3. "API Materials" means the software in any form (including all machine readable materials), user manuals, programming guides and other documentation and test suites (if any) made available by Yodlee from time to time for download as part of the API.

16.4. “API Service” means the service provided by Yodlee to supply Customer Data to Applications through the Yodlee API.

16.5. “Application”means a software application (including a mobile app) that receives, uses, displays and manipulates Customer Data supplied via the API Service and is solely developed by or for Developer and owned by Developer.

16.6. “Customer” means an individual consumer or small business end user that registers for the Integrated Service.

16.7. “Confidential Information” means any information disclosed by one party to another under this Agreement which is clearly identified as “confidential” or "proprietary” at the time of disclosure or should otherwise be understood to be confidential or proprietary in the circumstances surrounding disclosure

16.8. “Customer Data” means a Customer’s account information, account access information and registration information, as provided by Customers and/or retrieved by Yodlee from a Data Source.

16.9. “Data Source” means a single repository of information (e.g., a URL, internet site, server or document, as applicable) from which information can be extracted using a single data script or other data retrieval mechanism.

16.10. “Developer Site” means mobile and web products owned and operated by Developer.

16.11. “Development Environment” means a temporary test hardware and software environment that functionally replicates Yodlee’s production environment but that does not provide the same capacity levels.

16.12. “Fees” are the fees for the Services set forth in the Fee Schedules.

16.13. “Fee Schedules” means the schedules located here (and any successor or related locations designated by Yodlee), as they may be updated by Yodlee from time to time.

16.14. “Integrated Service” means the service provided through the integration of the API Service and the Application pursuant to the Product Schedules.

16.15. “Intellectual Property Rights” means any intellectual property or proprietary rights, including but not limited to copyrights, moral rights, trademarks (trade names and service marks), patents (including patent applications) and trade secrets, recognized in any country or jurisdiction in the world.

16.16. “Product Schedules” means the schedules located here (and any successor or related locations designated by Yodlee), as they may be updated by Yodlee from time to time.

16.17. “Security Standards” has the meaning given in Exhibit B.

16.18. “Territory” has the meaning given in the relevant Product Schedules.

16.19. “Yodlee API” means Yodlee’s account aggregation APIs.

16.20. “Yodlee Technology” means the API Materials and any computer programs, works of authorship, know-how, inventions, processes, data, the Yodlee Markup Language (YML) data feed format and technical specifications, information and tables, and all improvements, derivative works, updates, fixes, and new releases thereof, which are used by Yodlee to provide the Services.

PRODUCT SCHEDULES

US CUSTOMERS: LAUNCH VERSION AND GROW VERSION

1. DEFINITIONS

1.1“Account” means a single Data Source that a Customer has registered with the Integrated Service.

1.2“Account Verification” is the process of either (a) retrieving the specified Customer account information from a Data Source and presenting such account information to Company for Company’s use in verifying financial accounts or otherwise authenticating Customers, or (b) providing a corresponding error code to Company due to invalid credentials or account and routing numbers from Customer for a single financial institution account. An Account Verification may be used only one (1) time, only at the specific time requested and solely for the single, specific purpose requested.

1.3“Account Verification Request” means a single Account Verification attempt (a) where a Customer provides valid credentials or (b) where a Customer provides invalid credentials.

1.4“Active Account” means a single account that has been refreshed in the last 30 days.

1.5“Active Customer” means a Customer who has at least one registered Active Account.

1.6“Territory” means United States of America.

1.7 Defined terms in the Yodlee Developer Terms are incorporated herein by reference.

2. SERVICES

2.1The core functions of the Launch Version and the Grow Version include the following:

Ability to search through a list of supported Data Sources (which differs depending on the relevant Territory)
Ability to get metadata on the type of authentication required for each Data Source (questions, MFA, etc.)
Ability to add a Data Source into the Yodlee system, including the primary authentication information
Aggregation of data from the Data Source to a standardized data model, populating fields when available from the source
Server side process to categorize transactions
Ability to search transactions and account data
Server side process to update account and transaction information for Accounts

3. REQUIRED DOCUMENTATION

The Integrated Service will also include the following:

Terms and Conditions between end users and Developer (containing terms for the benefit of Yodlee as provided for in the Yodlee Developer Terms and Exhibit A)
Developer Security Policy available for Customer review
Developer Privacy Policy available for Customer review (subject to the requirements of the Yodlee Developer Terms)

4. REGISTRATION PROCESS

4.1Processing of Customer Registrations. All Services registrations are subject to successful processing by Yodlee, which will be based on, to the extent possible, confirming the accuracy and adequacy of the registration information submitted by the registrant. Yodlee specifically reserves the right to reject any registration; provided that such rejection is based on a determination by Yodlee, in its reasonable discretion, that (i) acceptance of such a registration would result in a breach of a law, rule or regulation, (ii) such registration originated from a user known or reasonably suspected to participate in hacking or to misuse Yodlee’s other services, or (iii) such rejection is based on any other reason agreed to by Developer.

4.2Collection and Maintenance of Customer Account Access Information. Developer will be solely responsible for collecting account access information provided by Customers for their Data Source accounts (e.g., login names, passwords, etc.) and passing said information to Yodlee. Developer will not store any account access information after the information has been passed to Yodlee and in no event after one day. Yodlee will be solely responsible for storing and maintaining account access information.

5. DATA

5.1The Yodlee API was built to provide real time access to Customer Data. There are no volume limitations to how Developer uses the API to provide real time access to Customer Data. In the event that Developer elects to extract Customer Data to a local store via the API, the following will apply:

Up to three Items per second (10,800 per hour).
Limited to one extract per Item per day.
In the event that the refresh attempt failed on Yodlee’s end, Developer can retry the extract for the associated Item up to two additional attempts. Retried extracts must also be limited to three Items per second (10,800 per hour).

5.2API usage for Data Extracts must be done as follows:

For Bank and Card, accounts API must be called
For Investments, accounts and holdings API must be invoked.
TransactionSearch must be limited to 14 days
One TransactionSearchService call per month allotted for 30 days of transactions.
Transactions API should be called once per month for 30 days of transactions

5.3Developer is prohibited from using the API for execution of a batch of “instant” refreshes for all or a portion of Customer Accounts, and must rely on Yodlee to provide offline Account refreshes. However, Developer can execute an Account refresh any time a Customer logs into the Integrated Service (“Refresh at Login”). Developer can only invoke the provider’s API or refresh the API when: (i) adding an Account, or (ii) the End User is logged into the Integrated Service and an Account refresh is required to provide the End User with the most up-to-date information.

6. DASHBOARD VIEW ON DEVELOPER PORTAL

Each month, Yodlee will provide to Developer access to the following high-level statistics concerning usage of the Services:

Registered Customers - added, cumulative, average
Active Customers - total, active rate, average accounts owned per user
Integrated Customers (added at least one account) - total, integration rate

7. REAL ESTATE DATA

7.1Real estate data is supplied by Yodlee’s partner, Smartzip, with the following terms:

SmartZip data is provided AS IS. Yodlee is not responsible for the accuracy or reliability of any data from SmartZip, whether the result of actions by SmartZip or any third party.
SmartZip data will not be used for any purpose other than for individual use by End Users as part of the Services.
SmartZip logo must be displayed near the data. Such attribution shall also include a hyperlink to SmartZip’s website. Customers can access the logo at http://www.smartzip.com/assets/images/logo-color.svg.

UK CUSTOMERS: LAUNCH VERSION AND GROW VERSION

1. DEFINITIONS

1.1 “Account” means a single Data Source that a Customer has registered with the Integrated Service.

1.2 “Account Verification” is the process of either (a) retrieving the specified Customer account information from Data Source and presenting such account information to Company for Company’s use in verifying financial accounts or otherwise authenticating Customers, or (b) providing a corresponding error code to Company due to invalid credentials or account and routing numbers from Customer for a single financial institution account. An Account Verification may be used only one (1) time, only at the specific time requested and solely for the single, specific purpose requested.

1.3 “Account Verification Request” means a single Account Verification attempt (a) where a Customer provides valid credentials or (b) where a Customer provides invalid credentials.

1.4 “Active Account” means a single account that has been refreshed in the last 30 days.

1.5 “Active Customer” means a Customer who has at least one registered Active Account.

1.6 “Territory” means United Kingdom.

1.7 Defined terms in the Yodlee Developer Terms are incorporated herein by reference.

2. SERVICES

The core functions of the Launch Version and the Grow Version include the following:

Ability to search through a list of supported Data Sources (which differs depending on the relevant Territory)
Ability to get metadata on the type of authentication required for each Data Source (questions, MFA, etc.)
Ability to add a Data Source into the Yodlee system, including the primary authentication information
Aggregation of data from the Data Source to a standardized data model, populating fields when available from the source
Server side process to categorize transactions
Ability to search transactions and account data
Server side process to update account and transaction information for Accounts

3. REQUIRED DOCUMENTATION

The Integrated Service will also include the following:

Terms and Conditions between end users and Developer (containing terms for the benefit of Yodlee as provided for in the Yodlee Developer Terms and Exhibit A)
Developer Security Policy available for Customer review
Developer Privacy Policy available for Customer review (subject to Section 4.1 of the Yodlee Developer Terms)

4. REGISTRATION PROCESS

4.1 Processing of User Registrations. All Services registrations are subject to successful processing by Yodlee, which will be based on, to the extent possible, confirming the accuracy and adequacy of the registration information submitted by the registrant. Yodlee specifically reserves the right to reject any registration; provided that such rejection is based on a determination by Yodlee, in its reasonable discretion, that (i) acceptance of such a registration would result in a breach of a law, rule or regulation, (ii) such registration originated from a user known or reasonably suspected to participate in hacking or to misuse Yodlee’s other services, or (iii) such rejection is based on any other reason agreed to by Developer.

4.2 Collection and Maintenance of Customer Account Access Information. Developer will be solely responsible for collecting account access information provided by Customers for their Data Source accounts (e.g., login names, passwords, etc.) and passing said information to Yodlee. Developer will not store any account access information after the information has been passed to Yodlee and in no event after one day. Yodlee will be solely responsible for storing and maintaining account access information.

5. DATA

5.1 The Yodlee API was built to provide real time access to Customer Data. There are no volume limitations to how Developer uses the API to provide real time access to Customer Data. In the event that Developer elects to extract Customer Data to a local store via the API, the following will apply:

Up to three Items per second (10,800 per hour).
Limited to one extract per Item per day.
In the event that the refresh attempt failed on Yodlee’s end, Developer can retry the extract for the associated Item up to two additional attempts. Retried extracts must also be limited to three Items per second (10,800 per hour).

5.2 API usage for Data Extracts must be done as follows:

For Bank and Card, accounts API must be called
For Investments, accounts and holdings API must be invoked.
TransactionSearch must be limited to 14 days
One TransactionSearchService call per month allotted for 30 days of transactions.
Transactions API should be called once per month for 30 days of transactions

5.3 Developer is prohibited from using the API for execution of a batch of “instant” refreshes for all or a portion of Customer Accounts, and must rely on Yodlee to provide offline Account refreshes. However, Developer can execute an Account refresh any time a Customer logs into the Integrated Service (“Refresh at Login”). Developer can only invoke the provider’s API or refresh the API when: (i) adding an Account, or (ii) the End User is logged into the Integrated Service and an Account refresh is required to provide the End User with the most up-to-date information.

6. DASHBOARD VIEW ON DEVELOPER PORTAL

Each month, Yodlee will provide to Developer access to the following high-level statistics concerning usage of the Services:

Registered Customers - added, cumulative, average
Active Customers - total, active rate, average accounts owned per user
Integrated Customers (added at least one account) - total, integration rate

7. REAL ESTATE DATA

Real estate data is supplied by Yodlee’s partner, Smartzip, with the following terms:

SmartZip data is provided AS IS. Yodlee is not responsible for the accuracy or reliability of any data from SmartZip, whether the result of actions by SmartZip or any third party.
SmartZip data will not be used for any purpose other than for individual use by End Users as part of the Services.
SmartZip logo must be displayed near the data. Such attribution shall also include a hyperlink to SmartZip’s website. Customers can access the logo at http://www.smartzip.com/assets/images/logo-color.svg.

AUSTRALIA CUSTOMERS: LAUNCH VERSION AND GROW VERSION

1. DEFINITIONS

1.1 “Account” means a single Data Source that a Customer has registered with the Integrated Service.

1.2 “Account Verification” is the process of either (a) retrieving the specified Customer account information from a single Data Source and presenting such account information to Company for Company’s use in verifying financial accounts or otherwise authenticating Customers, or (b) providing a corresponding error code to Company due to invalid credentials or account and routing numbers from Customer for a single financial institution account. An Account Verification may be used only one (1) time, only at the specific time requested and solely for the single, specific purpose requested.

1.3 “Account Verification Request” means a single Account Verification attempt (a) where a Customer provides valid credentials or (b) where a Customer provides invalid credentials.

1.4 “Active Account” means a single account that has been refreshed in the last 30 days.

1.5 “Active Customer” means a Customer who has at least one registered Active Account.

1.6 “Territory” means Australia.

1.7 Defined terms in the Yodlee Developer Terms are incorporated herein by reference.

2. SERVICES

The core functions of the Launch Version and the Grow Version include the following:

Ability to search through a list of supported Data Sources (which differs depending on the relevant Territory)
Ability to get metadata on the type of authentication required for each Data Source (questions, MFA, etc.)
Ability to add a Data Source into the Yodlee system, including the primary authentication information
Aggregation of data from the Data Source to a standardized data model, populating fields when available from the source
Server side process to categorize transactions
Ability to search transactions and account data
Server side process to update account and transaction information for Accounts

3. REQUIRED DOCUMENTATION

The Integrated Service will also include the following:

Terms and Conditions between end users and Developer (containing terms for the benefit of Yodlee as provided for in the Yodlee Developer Terms and Exhibit A)
Developer Security Policy available for Customer review
Developer Privacy Policy available for Customer review (subject to Section 4.1 of the Yodlee Developer Terms)

4. REGISTRATION PROCESS

5. DATA

5.1 The Yodlee API was built to provide real time access to Customer Data. There are no volume limitations to how Developer uses the API to provide real time access to Customer Data. In the event that Developer elects to extract Customer Data to a local store via the API, the following will apply:

Up to three Items per second (10,800 per hour).
Limited to one extract per Item per day.
In the event that the refresh attempt failed on Yodlee’s end, Developer can retry the extract for the associated Item up to two additional attempts. Retried extracts must also be limited to three Items per second (10,800 per hour).

5.2 API usage for Data Extracts must be done as follows:

For Bank and Card, accounts API must be called
For Investments, accounts and holdings API must be invoked.
TransactionSearch must be limited to 14 days
One TransactionSearchService call per month allotted for 30 days of transactions.
Transactions API should be called once per month for 30 days of transactions

5.3 Developer is prohibited from using the API for execution of a batch of “instant” refreshes for all or a portion of Customer Accounts, and must rely on Yodlee to provide offline Account refreshes. However, Developer can execute an Account refresh any time a Customer logs into the Integrated Service (“Refresh at Login”). Developer can only invoke the provider’s API or refresh the API when: (i) adding an Account, or (ii) the End User is logged into the Integrated Service and an Account refresh is required to provide the End User with the most up-to-date information.

6. DASHBOARD VIEW ON DEVELOPER PORTAL

Each month, Yodlee will provide to Developer access to the following high-level statistics concerning usage of the Services:

Registered Customers - added, cumulative, average
Active Customers - total, active rate, average accounts owned per user
Integrated Customers (added at least one account) - total, integration rate

7. REAL ESTATE DATA

Real estate data is supplied by Yodlee’s partner, Smartzip, with the following terms:

SmartZip data is provided AS IS. Yodlee is not responsible for the accuracy or reliability of any data from SmartZip, whether the result of actions by SmartZip or any third party.
SmartZip data will not be used for any purpose other than for individual use by End Users as part of the Services.
SmartZip logo must be displayed near the data. Such attribution shall also include a hyperlink to SmartZip’s website. Customers can access the logo at http://www.smartzip.com/assets/images/logo-color.svg.

SOUTH AFRICA CUSTOMERS: LAUNCH VERSION AND GROW VERSION

1. DEFINITIONS

1.1 “Account” means a single Data Source that a Customer has registered with the Integrated Service.

1.2 “Active Account” means a single account that has been refreshed in the last 30 days.

1.3 “Active Customer” means a Customer who has at least one registered Active Account.

1.4 “Territory” means South Africa.

1.5 Defined terms in the Yodlee Developer Terms are incorporated herein by reference.

2. SERVICES

The core functions of the Launch Version and the Grow Version include the following:

Ability to search through a list of supported Data Sources (which differs depending on the relevant Territory)
Ability to get metadata on the type of authentication required for each Data Source (questions, MFA, etc.)
Ability to add a Data Source into the Yodlee system, including the primary authentication information
Aggregation of data from the Data Source to a standardized data model, populating fields when available from the source
Server side process to categorize transactions

3. REQUIRED DOCUMENTATION

The Integrated Service will also include the following:

Terms and Conditions between end users and Developer (containing terms for the benefit of Yodlee as provided for in the Yodlee Developer Terms and Exhibit A)
Developer Security Policy available for Customer review
Developer Privacy Policy available for Customer review (subject to Section 4.1 of the Yodlee Developer Terms)

The Data Sources available to Developers in this Territory include top four sites and South Africa only covering banking, investment and credit card with no option to request adding of new sites.

4. REGISTRATION PROCESS

4.1 Processing of User Registrations. All Services registrations are subject to successful processing by Yodlee, which will be based on, to the extent possible, confirming the accuracy and adequacy of the registration information submitted by the registrant. Yodlee specifically reserves the right to reject any registration; provided that such rejection is based on a determination by Yodlee, in its reasonable discretion, that (i) acceptance of such a registration would result in a breach of a law, rule or regulation, (ii) such registration originated from a user known or reasonably suspected to participate in hacking or to misuse Yodlee’s other services, or (iii) such rejection is based on any other reason agreed to by Developer.

4.2 Collection and Maintenance of Customer Account Access Information. Developer will be solely responsible for collecting account access information provided by Customers for their Data Source accounts (e.g., login names, passwords, etc.) and passing said information to Yodlee. Developer will not store any account access information after the information has been passed to Yodlee and in no event after one day. Yodlee will be solely responsible for storing and maintaining account access information.

5. DATA

5.1 The Yodlee API was built to provide real time access to Customer Data. There are no volume limitations to how Developer uses the API to provide real time access to Customer Data. In the event that Developer elects to extract Customer Data to a local store via the API, the following will apply:

Up to three Items per second (10,800 per hour).
Limited to one extract per Item per day.
In the event that the refresh attempt failed on Yodlee’s end, Developer can retry the extract for the associated Item up to two additional attempts. Retried extracts must also be limited to three Items per second (10,800 per hour).

5.2 API usage for Data Extracts must be done as follows:

For Bank and Card, accounts API must be called
For Investments, accounts and holdings API must be invoked.
TransactionSearch must be limited to 14 days
One TransactionSearchService call per month allotted for 30 days of transactions.
Transactions API should be called once per month for 30 days of transactions

5.3 Developer is prohibited from using the API for execution of a batch of “instant” refreshes for all or a portion of Customer Accounts, and must rely on Yodlee to provide offline Account refreshes. However, Developer can execute an Account refresh any time a Customer logs into the Integrated Service (“Refresh at Login”). Developer can only invoke the provider’s API or refresh the API when: (i) adding an Account, or (ii) the End User is logged into the Integrated Service and an Account refresh is required to provide the End User with the most up-to-date information.

6. DASHBOARD VIEW ON DEVELOPER PORTAL

Each month, Yodlee will provide to Developer access to the following high-level statistics concerning usage of the Services:

Registered Customers - added, cumulative, average
Active Customers - total, active rate, average accounts owned per user
Integrated Customers (added at least one account) - total, integration rate

7. REAL ESTATE DATA

Real estate data is supplied by Yodlee’s partner, Smartzip, with the following terms:

SmartZip data is provided AS IS. Yodlee is not responsible for the accuracy or reliability of any data from SmartZip, whether the result of actions by SmartZip or any third party.
SmartZip data will not be used for any purpose other than for individual use by End Users as part of the Services.
SmartZip logo must be displayed near the data. Such attribution shall also include a hyperlink to SmartZip’s website. Customers can access the logo at http://www.smartzip.com/assets/images/logo-color.svg.

FEE SCHEDULES

US CUSTOMERS: GROW VERSION

1. MONTHLY ACTIVITY FEE

Activity Fees. Beginning on the date Developer signs up for the Grow Version, and monthly thereafter, Company shall pay to Yodlee the greater of (a) a fee for each Activity, based on the Per Activity Fee table below, and (b) the Minimum Monthly Activity Fees, as set forth below.
“Activity” means one (1) Active Customer or one (1) Account Verification Request or one (1) Balance Refresh (first 100 Balance Refreshes each month are included at no cost).

PER ACTIVITY FEES
Number of Monthly Activities	Monthly Per Activity Fee
0 – 1,000	Included in Minimum Monthly Activity Fee
1,001 and above	$1.00 per Activity

For clarity, the first one thousand (1,000) Activities per month shall be included in the Minimum Monthly Activity Fee. For example, if the Customer has 1,100 Activities in a given month consisting of 500 Active Customers, 400 Account Verification Requests, and 300 Balance Refreshes (first 100 Balance Refreshes included at no cost), then Yodlee will invoice company the Minimum Monthly Activity Fee of Five Hundred Dollars ($500) plus the incremental 100 Activities totaling One Hundred Dollars ($100) (1,100 Activities – 1,000 included Activities = 100 incremental Activities x $1.00) for a total of Six Hundred Dollars ($600).

MINIMUM MONTHLY ACTIVITY FEES
Applicable Month of the Term	Minimum Monthly Activity Fee
Month Developer signs up for Grow Version and beyond	$500

2. ACCOUNTS AND REFRESHES

Yodlee will refresh (meaning attempt to acquire data from a Data Source) all valid, available, Active Customer Accounts according to its standard refresh schedule. In addition, individual Users may refresh accounts when they manually login to the Developer Application(s). In no event will Developer otherwise initiate or implement any system, process or method that has the intent or effect of causing additional Account refreshes. Notwithstanding any other provision, the number of refreshes per Account per day will not exceed an average of one and one-half (1.5). In the event any of the foregoing four sentences is violated, Yodlee may elect to raise any Active Customer and/or other fees (including but not limited to refresh fees). Prior to imposing additional fees, Yodlee will provide notice to Developer and Developer will have a 30 day period to make any adjustments necessary to restore compliance with the terms of this section.

3. PAYMENTS

Yodlee shall calculate the Per Activity Fees at the end of each calendar month and Company shall pay for such fees. Any Incremental Active Customer Fee will not be creditable against future Fees and unused Activity Fees will not be carried forward to future periods.

UK CUSTOMERS: GROW VERSION

1. MONTHLY ACTIVITY FEE

PER ACTIVITY FEES
Number of Monthly Activities	Monthly Per Activity Fee
0 – 1,000	Included in Minimum Monthly Activity Fee
1,001 and above	£0.80 per Activity

For clarity, the first one thousand (1,000) Activities per month shall be included In the Minimum Monthly Activity Fee. For example, if the Customer has 1,100 Activities in a given month consisting of 500 Active Customers, 400 Account Verification Requests, and 300 Balance Refreshes (first 100 Balance Refreshes included at no cost), then Yodlee will invoice company the Minimum Monthly Activity Fee of Four Hundred Pounds Sterling (£400) plus the incremental 100 Activities totaling Eighty Pounds Sterling (£80) (1,100 Activities – 1,000 included Activities = 100 incremental Activities x £0.80) for a total of Four Hundred Eighty Pounds Sterling (£480).

MINIMUM MONTHLY ACTIVITY FEES
Applicable Month of the Term	Minimum Monthly Activity Fee
Month Developer signs up for Grow Version and beyond	£400

2. ACCOUNTS AND REFRESHES

3. PAYMENTS

AUSTRALIA CUSTOMERS: GROW VERSION

1. MONTHLY ACTIVITY FEE

PER ACTIVITY FEES
Number of Monthly Activities	Monthly Per Activity Fee
0 – 1,000	Included in Minimum Monthly Activity Fee
1,001 and above	AUD $1.50 per Activity

For clarity, the first one thousand (1,000) Activities per month shall be included in the Minimum Monthly Activity Fee. For example, if the Customer has 1,100 Activities in a given month consisting of 500 Active Customers, 400 Account Verification Requests, and 300 Balance Refreshes (first 100 Balance Refreshes are included at no cost), then Yodlee will invoice company the Minimum Monthly Activity Fee of Seven Hundred Australian Dollars (AUD 700) plus the incremental 100 Activities totaling One Hundred Fifty Australian Dollars (AUD $150) (1,100 Activities – 1,000 included Activities = 100 incremental Activities x AUD$1.50) for a total of Eight Hundred Fifty Australian Dollars (AUD 850).
.

MINIMUM MONTHLY ACTIVITY FEES
Applicable Month of the Term	Minimum Monthly Activity Fee
Month Developer signs up for Grow Version and beyond	AUD $700

2. ACCOUNTS AND REFRESHES

3. PAYMENTS

SOUTH AFRICA CUSTOMERS: GROW VERSION

1. MONTHLY ACTIVITY FEE

PER ACTIVITY FEES
Number of Monthly Activities	Monthly Per Activity Fee
0 – 1,000	Included in Minimum Monthly Activity Fee
1,001 and above	ZAR 14 per Activity

For clarity, the first one thousand (1,000) Activities per month shall be included in the Minimum Monthly Activity Fee. For example, if the Customer has 1,100 Activities in a given month, then Yodlee will invoice company the Minimum Monthly Activity Fee of Seven Thousand Rands (ZAR 7,000) plus the incremental 100 Activities totaling One Thousand Four Hundred Rands (ZAR 1,400) (1,100 Activities – 1,000 included Activities = 100 incremental Activities x ZAR 14) for a total of Eight Thousand Four Hundred Rand (ZAR 8400).

MINIMUM MONTHLY ACTIVITY FEES
Applicable Month of the Term	Minimum Monthly Activity Fee
Month Developer signs up for Grow Version and beyond	ZAR 7,000

2. ACCOUNTS AND REFRESHES

3. PAYMENTS

EXHIBIT A TO YODLEE DEVELOPER TERMS

Minimum End User Terms

AGGREGATION USER AGREEMENT

Provide Accurate Information. You, the end user, agree to provide true, accurate, current and complete information about yourself and your accounts maintained at other web sites and you agree to not misrepresent your identity or your account information. You agree to keep your account information up to date and accurate.

Proprietary Rights. You are permitted to use content delivered to you through the service only on the service. You may not copy, reproduce, distribute, or create derivative works from this content. Further, you agree not to reverse engineer or reverse compile any of the service technology, including but not limited to, any Java applets associated with the service.

Content You Provide And Is Derived by Use of the Service. You are licensing to Developer and its service providers (“Service Provider”) any information, data, passwords, materials or other content (collectively, “Content”) you provide through or to the service. Developer and Service Provider may use, modify, display, distribute and create new material using such Content to provide the service to you. Developer and Service Provider may also use, sell, license, reproduce, distribute and disclose aggregate, non-personally identifiable information that is derived through your use of the service. By submitting Content, you automatically agree, or promise that the owner of such Content has expressly agreed that, without any particular time limit, and without the payment of any fees, Developer and Service Provider may use the Content for the purposes set out above. As between Developer and Service Provider, Developer owns your confidential account information.

Third Party Accounts. By using the service, you authorize Developer and Service Provider to access third party sites designated by you, on your behalf, to retrieve information requested by you, and to register for accounts requested by you. For all purposes hereof, you hereby grant Developer and Service Provider a limited power of attorney, and you hereby appoint Developer and Service Provider as your true and lawful attorney-in-fact and agent, with full power of substitution and resubstitution, for you and in your name, place and stead, in any and all capacities, to access third party internet sites, servers or documents, retrieve information, and use your information, all as described above, with the full power and authority to do and perform each and every act and thing requisite and necessary to be done in connection with such activities, as fully to all intents and purposes as you might or could do in person. YOU ACKNOWLEDGE AND AGREE THAT WHEN DEVELOPER OR SERVICE PROVIDER ACCESSES AND RETRIEVES INFORMATION FROM THIRD PARTY SITES, DEVELOPER AND SERVICE PROVIDER ARE ACTING AS YOUR AGENT, AND NOT THE AGENT OR ON BEHALF OF THE THIRD PARTY. You agree that third party account providers will be entitled to rely on the foregoing authorization, agency and power of attorney granted by you. You understand and agree that the service is not endorsed or sponsored by any third party account providers accessible through the service.

DISCLAIMER OF WARRANTIES. YOU EXPRESSLY UNDERSTAND AND AGREE THAT:

YOUR USE OF THE SERVICE AND ALL INFORMATION, PRODUCTS AND OTHER CONTENT (INCLUDING THAT OF THIRD PARTIES) INCLUDED IN OR ACCESSIBLE FROM THE SERVICE IS AT YOUR SOLE RISK. THE SERVICE IS PROVIDED ON AN "AS IS" AND "AS AVAILABLE" BASIS. DEVELOPER AND SERVICE PROVIDER EXPRESSLY DISCLAIM ALL WARRANTIES OF ANY KIND AS TO THE SERVICE AND ALL INFORMATION, PRODUCTS AND OTHER CONTENT (INCLUDING THAT OF THIRD PARTIES) INCLUDED IN OR ACCESSIBLE FROM THE SERVICE, WHETHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE AND NONINFRINGEMENT.

DEVELOPER AND SERVICE PROVIDER MAKE NO WARRANTY THAT (i) THE SERVICE WILL MEET YOUR REQUIREMENTS, (ii) THE SERVICE WILL BE UNINTERRUPTED, TIMELY, SECURE, OR ERROR-FREE, (iii) THE RESULTS THAT MAY BE OBTAINED FROM THE USE OF THE SERVICE WILL BE ACCURATE OR RELIABLE, (iv) THE QUALITY OF ANY PRODUCTS, SERVICES, INFORMATION, OR OTHER MATERIAL PURCHASED OR OBTAINED BY YOU THROUGH THE SERVICE WILL MEET YOUR EXPECTATIONS, OR (V) ANY ERRORS IN THE TECHNOLOGY WILL BE CORRECTED.

ANY MATERIAL DOWNLOADED OR OTHERWISE OBTAINED THROUGH THE USE OF THE SERVICE IS DONE AT YOUR OWN DISCRETION AND RISK AND YOU ARE SOLELY RESPONSIBLE FOR ANY DAMAGE TO YOUR COMPUTER SYSTEM OR LOSS OF DATA THAT RESULTS FROM THE DOWNLOAD OF ANY SUCH MATERIAL. NO ADVICE OR INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED BY YOU FROM DEVELOPER OR SERVICE PROVIDER THROUGH OR FROM THE SERVICE WILL CREATE ANY WARRANTY NOT EXPRESSLY STATED IN THESE TERMS.

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

Indemnification. You agree to protect and fully compensate Developer and Service Provider and their affiliates from any and all third party claims, liability, damages, expenses and costs (including, but not limited to, reasonable attorneys' fees) caused by or arising from your use of the service, your violation of these terms or your infringement, or infringement by any other user of your account, of any intellectual property or other right of anyone. In the event of a security breach of Developer’s systems, Developer will protect and fully compensate you for any direct costs relating to such security breach, subject to the limitations of Developer’s insurance.

You agree that Service Provider is a third party beneficiary of the above provisions, with all rights to enforce such provisions as if Service Provider were a party to this agreement.

ACCOUNT VERIFICATION USER AGREEMENT

The Account Verification Service is intended to verify your authority and access to external financial accounts by confirming your ability to access the external financial account. Your use of the Account Verification Service is subject to the terms and conditions of this Account Verification User Agreement and Developer’s User Agreement incorporated herein by reference. Proceeding with using this service constitutes your assent to and acceptance of this agreement.

PROVIDE ACCURATE INFORMATION. You agree to provide true, accurate, current and complete information about yourself and your accounts maintained at other financial institutions and you agree to not misrepresent your identity or your account information.

INSTANT ACCOUNT VERIFICATION SERVICE. By using the Instant Verification Service, you authorize Developer and its supplier (“Supplier”) to access third party sites designated by you, on your behalf, to retrieve information requested by you. For all purposes hereof, you hereby grant Developer and Supplier a limited power of attorney, and you hereby appoint Developer and Supplier as your true and lawful attorney-in-fact and agent, with full power of substitution and re-substitution, for you and in your name, place and stead, in any and all capacities, to access third party internet sites, servers or documents, retrieve information, and use your information, all as described above, with the full power and authority to do and perform each and every act and thing requisite and necessary to be done in connection with such activities, as fully to all intents and purposes as you might or could do in person. YOU ACKNOWLEDGE AND AGREE THAT WHEN DEVELOPER OR SUPPLIER ACCESSES AND RETRIEVES INFORMATION FROM THIRD PARTY SITES, DEVELOPER AND SUPPLIER ARE ACTING AS YOUR AGENT, AND NOT THE AGENT OR ON BEHALF OF THE THIRD PARTY. You agree that third party account providers will be entitled to rely on the foregoing authorization, agency and power of attorney granted by you. You understand and agree that the Instant Verification Service is not endorsed or sponsored by any third party account providers accessible through the Instant Verification Service. You are licensing to Developer and Supplier any information, data, passwords, materials or other content (collectively, “Content”) you provide through or to the Instant Verification Service. Developer and Supplier may use, modify, display, distribute and create new material using such Content to provide the Instant Verification Service to you. By submitting Content, you automatically agree, or promise that the owner of such Content has expressly agreed that, without any particular time limit, and without the payment of any fees, Developer and Supplier may use the Content for the purposes set out above. As between Developer and Supplier, Developer owns your confidential account information.

USE OF RESULTS LIMITED. You agree that the results of the Account Verification Service are for use by you and Developer and its service providers only in connection with the Developer Service, on Developer’s website. You agree not to reverse engineer or reverse compile any of the service technology, including but not limited to, any Java applets associated with the Instant Account Service.

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

INDEMNIFICATION. You agree to indemnify and hold harmless Developer and Supplier and their affiliates from any and all third party claims, liability, damages, expenses and costs (including, but not limited to, reasonable attorneys' fees) caused by or arising from your use of the Instant Verification Service or your violation of these terms.

You agree that Supplier is a third party beneficiary of the above provisions, with all rights to enforce such provisions as if Supplier were a party to this agreement.

EXHIBIT B TO YODLEE DEVELOPER TERMS

SECURITY REQUIREMENTS

A. MUTUAL OBLIGATIONS

1. Financial Institution Security Standards

Each of Yodlee and Developer will comply with the appropriate information security standards based on the type of confidential information and data exchanged by the parties. Such security standards include the Interagency Guidelines Establishing Standards for Safeguarding Customer Information (“Guidelines”) or any other applicable security regulations set forth by a state or federal bank regulatory agency.

2. PCI DSS Compliance

To the extent either party handles cardholder information (e.g., credit or debit card information), such party is responsible for securing the cardholder information pursuant to the Payment Card Industry Data Security Standard (“PCI DSS”).

B. YODLEE’S OBLIGATIONS

1. Security Practices

(a) Yodlee will materially adhere to ISO 27002:2013 or similar security standards (“Security Standards”).

(b) Yodlee is supervised under FFIEC Guidance Supervision of Technology Service Providers. Yodlee receives a multi-agency examination with the Office of the Comptroller of the Currency (OCC) acting as lead examiner. If Developer is a US-based regulated financial institution, Developer may request, directly from their primary examiner, a copy of Yodlee’s OCC report. All OCC information related to Yodlee is considered the property of the OCC and Yodlee may not discuss or disclose this information.

2. Yodlee’s Information Security Program complies with applicable United States federal and state laws and regulations regarding the protection of Non-Public Personal Information (NPPI).

3. Security Reviews by Yodlee

(a) At least annually, Yodlee and one or more independent, reputable, and qualified organizations will audit the Yodlee Information Security Program.

(b) Upon request, Yodlee will provide to Developer a summary of the results of Yodlee’s independent security audits, solely as it relates to the Services.

4. Security Incident Response

(a) Yodlee will document, maintain, and follow industry best practices for security incident notification and response plans.

5. Background Investigations of Personnel

(a) Yodlee will conduct at its expense comprehensive background investigations following Yodlee’s policies on its employees and contractors ("Personnel"). Yodlee will provide its background investigation policy upon request. Any Personnel with an unsatisfactory background investigation will not be permitted to perform material aspects of the Services.

6. Yodlee India Operations

(a) The same hiring practices and security policies that apply to Yodlee's United States operations also apply to Yodlee’s India operations, including (i) similar background investigations on all Personnel and (ii) the same security controls.

7. Security Breach of Yodlee Services

(a) Yodlee will notify Developer of any material security breach of the Services within twenty-four (24) hours of discovery.

(b) Yodlee will reasonably cooperate with Developer in the investigation of a security breach. Yodlee will provide access to information required by Developer, and will make Personnel available to the extent necessary to assist Developer in determining the impact to Developer. All information exchanged for this activity is Confidential Information.

C. DEVELOPER OBLIGATIONS

1. Security Practices.

a. Developer shall at all times use best efforts and industry best practices to maintain the security of its information architecture, systems and procedures used in connection with the activities under this Agreement.

2. Developer's security program shall at all times comply with applicable United States federal and state laws and regulations regarding the protection of Non-Public Personal Information (NPPI).

3. Background Checks.

a. If and to the extent permitted by applicable law, Developer will conduct pre-employment screening and verification on all of the personnel of Developer that have access to: (a) Customer Data or (b) any computer networks, information systems, databases or secure applications of Yodlee or any Yodlee affiliate under circumstances that would permit modifications thereto (collectively, “Sensitive Access”). Such screening and verification will include verification for identity, right to work, criminal history, work history, and education. Developer will not knowingly allow any personnel of Developer to have Sensitive Access if they have been convicted of, or have agreed to or entered into a pretrial diversion or similar program in connection with, a felony or misdemeanor involving dishonesty, a breach of trust, or money laundering

4. Security Audits.

a. Developer shall permit information security reviews, audits, or assessments (collectively, “Audits”) by internal and external auditors of Yodlee. Audits shall not occur more than once every year, except where required or requested by regulators or a Data Source or where Yodlee has a good faith reason to believe there may have been a breach in the security of systems used in connection with the Integrated Service. During each Audit, Developer shall grant the auditors reasonable access to Developer’s records, third-party audit and examination reports, systems, facilities, controls, processes, and procedures

5. Security Incident Response

a. Developer will document, maintain, and follow industry best practices for security incident notification and response plans.

6. Developer Security Breach

a. Developer will notify Yodlee of any material security breach of the Developer Site within twenty-four (24) hours of discovery.

b. Developer will reasonably cooperate with Yodlee in the investigation of a security breach. Developer will provide access to information required by Yodlee, and will make personnel available to the extent necessary to assist Yodlee in determining the impact to Yodlee. All information exchange for this activity is Confidential Information.

c. Yodlee may suspend the Services upon written notice to Developer in the event of a security breach until Yodlee has determined that the incident does not pose a security or reputational risk to Yodlee. Developer will not be responsible for any Fees during the period of such suspension. If Developer and Yodlee are unable to agree on reinstatement of the Services after a security breach, Developer and Yodlee may immediately terminate all or part of the Services or the Agreement without cost or penalty.

7. Attestation of Security Practices

a. If requested by Yodlee, Developer will provide:

i. A summary of the security audit report(s) conducted by independent organization detailing scope and results of the assessment

ii. A letter, on Developer letterhead and signed by a duly authorized officer, that certifies the existence and viability of the security practices of the Developer.

b. In addition to the foregoing, if Developer is not a US-based regulated financial institution, upon Yodlee’s request, Developer will demonstrate:

i. Developer has a comprehensive security program that includes the policies, procedures, and practices used to deliver the Services.

ii. Developer adheres to financial industry security standards such as ISO 27002:2013, FFIEC Technology Service Provider (TSP) guidelines, BITS Shared Assessment, Agreed Upon Procedures (AUP), or other similar standards.

iii. Developer conducts, at its expense, periodic industry security audits performed by one or more independent and reputable organizations qualified to conduct e-commerce information security audits.

8. Security-Related Representations to Customers

a. Developer will not make reference to Yodlee’s security certifications, audits, or practices to Customers or any other third parties without Yodlee’s prior written approval.