AllData PFM Services 鈥 Additional Terms
If purchased by Client, 海角破解版 or its affiliates will provide to Client the data aggregation and other services described below for the fees set forth in the Agreement or applicable fee exhibit.
1. Services. Client may make these Services available to its members or customers, as applicable, (collectively, 鈥End Users鈥) who have properly enrolled for the AllData PFM Service, and who are authorized to use the AllData PFM Service by Client, in accordance with 海角破解版鈥檚 standard enrollment protocols.
(a) AllData PFM. 海角破解版 will provide aggregation services of an End User鈥檚 financial data from the End User鈥檚 Client Account(s) and from certain End User鈥檚 third party financial institution accounts that are online into a single database for presentation to the End User (鈥AllData PFM Services鈥). Unless agreed otherwise by 海角破解版, End Users can aggregate only their United States and Canadian Accounts.
(b) Consulting Services. 海角破解版 will provide implementation, integration, training and support services for the AllData PFM Services, including any implementation of new or expanded functionalities for such AllData PFM Services, if any, as requested by Client and subject to the mutual, written agreement of the parties in a statement of work or similar document. That statement of work shall specify the terms for such services, including without limitation the fees for such services and the location of performance for such services. Client will reasonably cooperate with 海角破解版 in the implementation of the AllData PFM Services. Specifically for any training services, 海角破解版 will provide such training services to Client鈥檚 trainers (in a 鈥榯rain the trainers鈥 environment) as mutually agreed in writing. Client鈥檚 trainers will be responsible for training Client鈥檚 associates.
2. Performance.
(a) End User Authentication. 海角破解版 is not responsible for authenticating End User credentials for access to the AllData PFM Services.
(b) End User Technical Support. Client will be responsible for all End User technical support. 海角破解版 will provide "second level" technical support to Client's designated support representatives, meaning 海角破解版 will accept an initial technical support inquiry from Client, but not the End Users, and initiate a troubleshooting process. Such support will be available during 海角破解版鈥檚 standard business hours. 海角破解版's sole obligation is to provide timely response to Client for requests for support. 海角破解版 will provide Client with access to 海角破解版鈥檚 End User support documentation to assist Client in providing End User support for the AllData PFM Services.
(c) Current Release. Client will perform the duties necessary to be on the then-current commercially-available release of the AllData PFM Service.
(d) Security. Client will give 海角破解版 prompt notice if there is unauthorized access to the 鈥渟ensitive customer information鈥 (as defined in GLB) of other financial institutions that 海角破解版 provides to Client as part of the AllData PFM Services, including notification to 海角破解版 as soon as possible of any such incident. Client agrees to safeguard confidential, protected, individually identifiable personal information which is received, transmitted, managed, processed, etc., in accordance with all applicable laws.
3. Additional Terms and Conditions.
(a) End User Data. Client and End Users may be required to share with 海角破解版 certain data, including without limitation: the End User鈥檚 name, e-mail address, zip or postal code, login and password (collectively, 鈥End User Data鈥). 海角破解版 and its service providers may use the End User Data for the performance of the AllData PFM Services, in accordance with Gramm-Leach-Bliley Act, its implementing regulations and other applicable laws, including (without limitation) any use to effect, administer or enforce a transaction or to protect against or prevent actual or potential fraud, unauthorized transactions, claims, or other liability. Provided that the source of the information is not disclosed and the information is used in conjunction with other independent information, 海角破解版 may use, store and disclose End User Data and other such information acquired in connection with the AllData PFM Services in statistical form for pattern recognition, modeling, enhancement and improvement, system analysis and to analyze the performance of the AllData PFM Services.
(b) Compliance.
(i) Client is solely responsible for and shall collect and receive all End User consents, authorizations and permissions related to collecting, receiving or transmitting End User Data. Client represents and warrants to 海角破解版 that it has taken and will continue to take whatever action may be necessary to comply with all applicable laws, rules, statutes and regulations to enable it to offer and provide the AllData PFM Services to its End Users, including, but not limited to, any necessary pre-registrations, consents and authorizations from and notices to its End Users.
(ii) Client shall indemnify and hold harmless 海角破解版, its officers, directors, employees, and affiliates against any and all claims, actions or other costs and expenses (including reasonable attorneys鈥 fees) arising from or related to any breach of Section 3(b)(i) above. 海角破解版 shall provide Client with prompt notice of any such claim for indemnification, cooperation in the defense and settlement of such claim, and grant Client control over the defense or settlement of such claim.
(c) Required Modifications. If any modification to any AllData PFM Services is required by law or governmental regulation, 海角破解版 and Client shall use commercially reasonable efforts to comply in a timely manner. 海角破解版 may make any modifications, changes, adjustments or enhancements to the AllData PFM Services that 海角破解版 deems to be suitable.
(d) U.S. Only Services. Client will only make the AllData PFM Services available to End Users who hold U.S. accounts with Client.
(e) Mandatory Terms. Client will include the following mandatory terms in its agreements with its End Users or shall include terms no less favorable to 海角破解版 in any such agreements with End Users.
(i) End User shall follow the standard operating procedures, including without limitation security procedures, with respect to use of the AllData PFM Services.
(ii) End User shall not: (a) transfer or otherwise sublicense the right to use the AllData PFM Services; (b) attempt to copy or otherwise reproduce the AllData PFM Services; (c) attempt to access, decompile, reverse engineer or otherwise derive the source code for the AllData PFM Services; (d) resell or use the AllData PFM Services for the benefit of any other entity other than End User; or (e) alter, remove or fail to include any copyright notice or other proprietary rights notices that appear on any user interfaces related to the AllData PFM Services or authorized reproductions thereof.
(iii) 海角破解版, as a provider of the AllData PFM Services, shall be entitled to the same liability restrictions and limitations and warranty disclaimers to which Client is entitled under its agreement with its End Users. In Client鈥檚 End User or customer agreements, Client shall exclude all implied warranties, including without limitation for merchantability and fitness for a particular purpose, from applying to the AllData PFM Services. In Client鈥檚 End User agreements, Client shall also exclude all consequential, special, indirect, incidental, punitive, exemplary and tort damages in connection with the AllData PFM Services and shall include a quantified limitation of liability for direct damages in connection with the AllData PFM Services.
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