Third Party Terms of Use

Company Client acknowledges and agrees that FinLife Partners will retain the services of Yodlee, Inc., a third party service provider (“ServiceProvider”), to collect and distribute data (“Account Data”) from third party data sources for Company Client’s end users (“End Users”) and perform transactions in connection with the operation of the Services.

“Account Data” means any and all data retrieved by the Service Provider for distribution through the Service.

“Application” means a software application specifically that receives, uses, displays and manipulates End-User data supplied via the SDK Service and is solely developed by or for FinLife Partners or for Company Client and owned by FinLife Partners.

“Company Client Data” means all End User registration information, usage information and other End User information.

“SDK” means the version of the Service Provider’s platform software development kit for the PersonalFinance product.

“SDK Service” means the service provided by Yodlee to supply End-User data to Applications developed with the SDK.

Company Client shall use the Account Data solely on the website designated by FinLife Partners on which the Account Data is initially displayed (“Company Client Site”) and solely in FinLife Partners’ Application in the Services. Company Client shall not divert, redistribute, repackage or resell any Account Data. Company Client shall adhere to its privacy policy with regards to use of Account Data. Company Client agrees that: (a) the Service Provider may use appropriate Company Client Data and Account Data internally to provide or its service, and (b) the Service Provider shall have the right at all times during and after the term of this Agreement to use, sell, license, reproduce, distribute and disclose aggregate, non-personally identifiable Account Data, and (c) Company Client shall not cause or permit its privacy policy to restrict the foregoing rights in any manner whatsoever. Yodlee agree and acknowledge that the End User shall at all times be the sole owner of the Account Data and Company Client Data.

Disclaimers

THE SERVICES ARE PROVIDED FOR CUSTOMER’S USE “AS IS” AND SERVICE PROVIDER MAKES NO OTHER WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED, STATUTORY OR OTHERWISE, REGARDING THE SERVICES AND RELATED SERVICES PROVIDED BY SERVICE PROVIDER, AND SERVICE PROVIDER SPECIFICALLY DISCLAIMS ANY IMPLIED WARRANTIES OF MERCHANTABILITY, NONINFRINGEMENT OR FITNESS FOR A PARTICULAR PURPOSE. SERVICE PROVIDER DOES NOT WARRANT THAT THE SERVICES OR HOSTING ENVIRONMENT WILL BE UNINTERRUPTED OR ERROR-FREE. FURTHERMORE, SERVICE PROVIDER DOES NOT MAKE ANY REPRESENTATIONS REGARDING THE USE OR THE RESULTS OF THE USE OF THE SERVICES IN TERMS OF THEIR CORRECTNESS, ACCURACY, RELIABILITY OR OTHERWISE.

Limitation of Liability

IN NO EVENT SHALL SERVICE PROVIDER BE LIABLE TO CUSTOMER OR ANY OTHER ENTITY FOR ANY DIRECT, SPECIAL, CONSEQUENTIAL, INCIDENTAL OR INDIRECT DAMAGES, INCLUDING LOST PROFITS, LOSS OF DATA AND COSTS OF COVER, HOWEVER CAUSED, ON ANY THEORY OF LIABILITY, AND NOTWITHSTANDING ANY FAILURE OF ESSENTIAL PURPOSE OF ANY LIMITED REMEDY.

Proprietary Rights

Company Client understands and agrees that Yodlee is the exclusive owner of and holds and shall retain, all right, title and interest in and to the Yodlee Technology, including without limitation all Intellectual Property therein. Yodlee Technology means the SDK, Yodlee’s proprietary computer programs, code, software, trade secrets and know-how, including all services, processes, data, information and tables created by Yodlee which are used to provide the SDK Services. Company Client shall not (a) reverse engineer, disassemble, decompile or otherwise attempt to derive source code from any Yodlee Technology, (b) make any Yodlee Technology available to any third parties, (c) modify, adapt, translate or create derivative works based on the any Yodlee Technology, (d) reproduce any portion of any Yodlee Technology, or (e) permit or authorize any party to do any of the foregoing.

Indemnity

Company Client, at its own expense, will defend or at its option settle, any claim, suit or proceeding brought against Yodlee by a third party and pay any liabilities, damages and costs awarded in any such suit or proceeding if the suit or proceeding is based on (a) an allegation of infringement of any copyright, patent, trade secret or trademark of any third-party to the extent attributable to any content contributed to the Services by or on behalf of Company Client; (b) any use, sale, license, distribution or disclosure by Company Client, or any of its employees of any End User Account Data or other End User-related information, whether or not in breach of any confidentiality, security, or privacy obligations; or (c) the failure of Company Client to comply with all applicable laws, rules and regulations in connection with the Services, including use of any End User data; provided that Yodlee provides Company Client with: (i) prompt written notice of such claim, (ii) exclusive control over the defense and settlement of such claim, and (iii) proper and full information and assistance to settle or defend any such claim.

Company Client will require each End User to comply with the minimum terms applicable to End Users below.

The following terms apply to end users (“End Users”) who utilize services and products provided by Yodlee, Inc.

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. You are licensing to FinLife Partners and its service providers, including Yodlee, Inc. (“Yodlee”), any information, data, passwords, materials or other content (collectively, “Content”) you provide through or to the service. FinLife Partners and Yodlee may use, modify, display, distribute and create new material using such Content to provide the 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, FinLife Partners and Yodlee may use the Content for the purposes set out above. As between FinLife Partners and Yodlee, FinLife Partners owns your confidential account information.

Third Party Accounts. By using the service, you authorize FinLife Partners and Yodlee 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 FinLife Partners and Yodlee a limited power of attorney, and you hereby appoint FinLife Partners and Yodlee 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 FINLIFE PARTNERS OR YODLEE ACCESSES AND RETRIEVES INFORMATION FROM THIRD PARTY SITES, FINLIFE PARTNERS AND YODLEE ARE ACTING AS YOUR AGENT, AND NOT THE AGENT OR ON BEHALF OF THE THIRD PARTY. You agree that third party account providers shall 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. You acknowledge that through the use of this service, FinLife Partners shall have access to your account credentials, including, but not limited to login username and passwords.

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. FINLIFE PARTNERS AND YODLEE 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 AND NONINFRINGEMENT.

FINLIFE PARTNERS AND YODLEE 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 FINLIFE PARTNERS OR YODLEE THROUGH OR FROM THE SERVICE WILL CREATE ANY WARRANTY NOT EXPRESSLY STATED IN THESE TERMS.

LIMITATION OF LIABILITY.

YOU AGREE THAT NEITHER FINLIFE PARTNERS OR YODLEE 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 FINLIFE PARTNERS OR YODLEE 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 FinLife Partners and Yodlee 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.

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