TERMS OF USE

Last updated July 4, 2026



AGREEMENT TO OUR LEGAL TERMS

We are B2B Credit Chex Inc., doing business as Credlab ("Company," "we," "us," "our"), a company registered in Canada at 555 Dixon Rd, Etobicoke, ON M9W 1H8, Canada, Unit 102, Toronto, Ontario M9W 1H8.

We operate the website https://credlab.app (the "Site"), as well as any other related products and services that refer or link to these legal terms (the "Legal Terms") (collectively, the "Services").

We provide commercial credit investigations and online commercial credit related tools.

You can contact us by phone at (+1)905-829-9777, email at service@b2bchex.com, or by mail to 555 Dixon Rd, Etobicoke, ON M9W 1H8, Canada, Unit 102, Toronto, Ontario M9W 1H8, Canada.

These Legal Terms constitute a legally binding agreement made between you, whether personally or on behalf of an entity ("you"), and B2B Credit Chex Inc., concerning your access to and use of the Services. You agree that by accessing the Services, you have read, understood, and agreed to be bound by all of these Legal Terms. IF YOU DO NOT AGREE WITH ALL OF THESE LEGAL TERMS, THEN YOU ARE EXPRESSLY PROHIBITED FROM USING THE SERVICES AND YOU MUST DISCONTINUE USE IMMEDIATELY.

Supplemental terms and conditions or documents that may be posted on the Services from time to time are hereby expressly incorporated herein by reference. We reserve the right, in our sole discretion, to make changes or modifications to these Legal Terms from time to time. We will alert you about any changes by updating the "Last updated" date of these Legal Terms, and you waive any right to receive specific notice of each such change. It is your responsibility to periodically review these Legal Terms to stay informed of updates. You will be subject to, and will be deemed to have been made aware of and to have accepted, the changes in any revised Legal Terms by your continued use of the Services after the date such revised Legal Terms are posted.

The Services are intended for users who are at least 18 years old. Persons under the age of 18 are not permitted to use or register for the Services.

We recommend that you print a copy of these Legal Terms for your records.


TABLE OF CONTENTS

1. OUR SERVICES
2. INTELLECTUAL PROPERTY RIGHTS
3. USER REPRESENTATIONS
4. USER REGISTRATION
5. PURCHASES AND PAYMENT
6. FREE TRIAL
7. CANCELLATION
8. PROHIBITED ACTIVITIES
9. USER GENERATED CONTRIBUTIONS
10. CONTRIBUTION LICENSE
11. THIRD-PARTY WEBSITES AND CONTENT
12. SERVICES MANAGEMENT
13. PRIVACY POLICY
14. COPYRIGHT INFRINGEMENTS
15. TERM AND TERMINATION
16. MODIFICATIONS AND INTERRUPTIONS
17. GOVERNING LAW
18. DISPUTE RESOLUTION
19. CORRECTIONS
20. DISCLAIMER
21. LIMITATIONS OF LIABILITY
22. INDEMNIFICATION
23. USER DATA
24. ELECTRONIC COMMUNICATIONS, TRANSACTIONS, AND SIGNATURES
25. CALIFORNIA USERS AND RESIDENTS
26. MISCELLANEOUS
27. CONTACT US


1. OUR SERVICES

The information provided when using the Services is not intended for distribution to or use by any person or entity in any jurisdiction or country where such distribution or use would be contrary to law or regulation or which would subject us to any registration requirement within such jurisdiction or country. Accordingly, those persons who choose to access the Services from other locations do so on their own initiative and are solely responsible for compliance with local laws, if and to the extent local laws are applicable.

The Services are not tailored to comply with industry-specific regulations (Health Insurance Portability and Accountability Act (HIPAA), Federal Information Security Management Act (FISMA), etc.), so if your interactions would be subjected to such laws, you may not use the Services. You may not use the Services in a way that would violate the Gramm-Leach-Bliley Act (GLBA).

2. INTELLECTUAL PROPERTY RIGHTS

Our intellectual property

We are the owner or the licensee of all intellectual property rights in our Services, including all source code, databases, functionality, software, website designs, audio, video, text, photographs, and graphics in the Services (collectively, the "Content"), as well as the trademarks, service marks, and logos contained therein (the "Marks").

Our Content and Marks are protected by copyright and trademark laws (and various other intellectual property rights and unfair competition laws) and treaties in the United States and around the world.

The Content and Marks are provided in or through the Services "AS IS" for your internal business purpose only.

Your use of our Services

Subject to your compliance with these Legal Terms, including the "PROHIBITED ACTIVITIES" section below, we grant you a non-exclusive, non-transferable, revocable license to:
  • access the Services; and
  • download or print a copy of any portion of the Content to which you have properly gained access.
solely for your internal business purpose.

Except as set out in this section or elsewhere in our Legal Terms, no part of the Services and no Content or Marks may be copied, reproduced, aggregated, republished, uploaded, posted, publicly displayed, encoded, translated, transmitted, distributed, sold, licensed, or otherwise exploited for any commercial purpose whatsoever, without our express prior written permission.

If you wish to make any use of the Services, Content, or Marks other than as set out in this section or elsewhere in our Legal Terms, please address your request to: service@b2bchex.com. If we ever grant you the permission to post, reproduce, or publicly display any part of our Services or Content, you must identify us as the owners or licensors of the Services, Content, or Marks and ensure that any copyright or proprietary notice appears or is visible on posting, reproducing, or displaying our Content.

We reserve all rights not expressly granted to you in and to the Services, Content, and Marks.

Any breach of these Intellectual Property Rights will constitute a material breach of our Legal Terms and your right to use our Services will terminate immediately.

Your submissions and contributions

Please review this section and the "PROHIBITED ACTIVITIES" section carefully prior to using our Services to understand the (a) rights you give us and (b) obligations you have when you post or upload any content through the Services.

Submissions: By directly sending us any question, comment, suggestion, idea, feedback, or other information about the Services ("Submissions"), you agree to assign to us all intellectual property rights in such Submission. You agree that we shall own this Submission and be entitled to its unrestricted use and dissemination for any lawful purpose, commercial or otherwise, without acknowledgment or compensation to you.

Contributions: The Services may invite you to chat, contribute to, or participate in blogs, message boards, online forums, and other functionality during which you may create, submit, post, display, transmit, publish, distribute, or broadcast content and materials to us or through the Services, including but not limited to text, writings, video, audio, photographs, music, graphics, comments, reviews, rating suggestions, personal information, or other material ("Contributions"). Any Submission that is publicly posted shall also be treated as a Contribution.

You understand that Contributions may be viewable by other users of the Services and possibly through third-party websites.

When you post Contributions, you grant us a license (including use of your name, trademarks, and logos): By posting any Contributions, you grant us an unrestricted, unlimited, irrevocable, perpetual, non-exclusive, transferable, royalty-free, fully-paid, worldwide right, and license to: use, copy, reproduce, distribute, sell, resell, publish, broadcast, retitle, store, publicly perform, publicly display, reformat, translate, excerpt (in whole or in part), and exploit your Contributions (including, without limitation, your image, name, and voice) for any purpose, commercial, advertising, or otherwise, to prepare derivative works of, or incorporate into other works, your Contributions, and to sublicense the licenses granted in this section. Our use and distribution may occur in any media formats and through any media channels.

This license includes our use of your name, company name, and franchise name, as applicable, and any of the trademarks, service marks, trade names, logos, and personal and commercial images you provide.

You are responsible for what you post or upload: By sending us Submissions and/or posting Contributions through any part of the Services or making Contributions accessible through the Services by linking your account through the Services to any of your social networking accounts, you:
  • confirm that you have read and agree with our "PROHIBITED ACTIVITIES" and will not post, send, publish, upload, or transmit through the Services any Submission nor post any Contribution that is illegal, harassing, hateful, harmful, defamatory, obscene, bullying, abusive, discriminatory, threatening to any person or group, sexually explicit, false, inaccurate, deceitful, or misleading;
  • to the extent permissible by applicable law, waive any and all moral rights to any such Submission and/or Contribution;
  • warrant that any such Submission and/or Contributions are original to you or that you have the necessary rights and licenses to submit such Submissions and/or Contributions and that you have full authority to grant us the above-mentioned rights in relation to your Submissions and/or Contributions; and
  • warrant and represent that your Submissions and/or Contributions do not constitute confidential information.
You are solely responsible for your Submissions and/or Contributions and you expressly agree to reimburse us for any and all losses that we may suffer because of your breach of (a) this section, (b) any third party’s intellectual property rights, or (c) applicable law.

We may remove or edit your Content: Although we have no obligation to monitor any Contributions, we shall have the right to remove or edit any Contributions at any time without notice if in our reasonable opinion we consider such Contributions harmful or in breach of these Legal Terms. If we remove or edit any such Contributions, we may also suspend or disable your account and report you to the authorities.

Copyright infringement

We respect the intellectual property rights of others. If you believe that any material available on or through the Services infringes upon any copyright you own or control, please immediately refer to the "COPYRIGHT INFRINGEMENTS" section below.

3. USER REPRESENTATIONS

By using the Services, you represent and warrant that: (1) all registration information you submit will be true, accurate, current, and complete; (2) you will maintain the accuracy of such information and promptly update such registration information as necessary; (3) you have the legal capacity and you agree to comply with these Legal Terms; (4) you are not a minor in the jurisdiction in which you reside; (5) you will not access the Services through automated or non-human means, whether through a bot, script or otherwise; (6) you will not use the Services for any illegal or unauthorized purpose; and (7) your use of the Services will not violate any applicable law or regulation.

If you provide any information that is untrue, inaccurate, not current, or incomplete, we have the right to suspend or terminate your account and refuse any and all current or future use of the Services (or any portion thereof).

4. USER REGISTRATION

You may be required to register to use the Services. You agree to keep your password confidential and will be responsible for all use of your account and password. We reserve the right to remove, reclaim, or change a username you select if we determine, in our sole discretion, that such username is inappropriate, obscene, or otherwise objectionable.

5. PURCHASES AND PAYMENT

We accept the following forms of payment:

-  Visa
-  Mastercard
-  Cheque/Check

You agree to provide current, complete, and accurate purchase and account information for all purchases made via the Services. You further agree to promptly update account and payment information, including email address, payment method, and payment card expiration date, so that we can complete your transactions and contact you as needed. Sales tax will be added to the price of purchases as deemed required by us. We may change prices at any time. All payments shall be in CAD, USD.

You agree to pay all charges at the prices then in effect for your purchases and any applicable shipping fees, and you authorize us to charge your chosen payment provider for any such amounts upon placing your order. If your order is subject to recurring charges, then you consent to our charging your payment method on a recurring basis without requiring your prior approval for each recurring charge, until such time as you cancel the applicable order. We reserve the right to correct any errors or mistakes in pricing, even if we have already requested or received payment.

We reserve the right to refuse any order placed through the Services. We may, in our sole discretion, limit or cancel quantities purchased per person, per household, or per order. These restrictions may include orders placed by or under the same customer account, the same payment method, and/or orders that use the same billing or shipping address. We reserve the right to limit or prohibit orders that, in our sole judgment, appear to be placed by dealers, resellers, or distributors.

6. FREE TRIAL

We offer a 30-day free trial to new users who register with the Services. The account will not be charged and the subscription will be suspended until upgraded to a paid version at the end of the free trial.

7. CANCELLATION

You can cancel your subscription at any time by contacting us using the contact information provided below. Your cancellation will take effect at the end of the current paid term.

If you are unsatisfied with our Services, please email us at service@b2bchex.com or call us at (+1)905-829-9777.

8. PROHIBITED ACTIVITIES

You may not access or use the Services for any purpose other than that for which we make the Services available. The Services may not be used in connection with any commercial endeavors except those that are specifically endorsed or approved by us.

As a user of the Services, you agree not to:
  • Systematically retrieve data or other content from the Services to create or compile, directly or indirectly, a collection, compilation, database, or directory without written permission from us.
  • Trick, defraud, or mislead us and other users, especially in any attempt to learn sensitive account information such as user passwords.
  • Circumvent, disable, or otherwise interfere with security-related features of the Services, including features that prevent or restrict the use or copying of any Content or enforce limitations on the use of the Services and/or the Content contained therein.
  • Disparage, tarnish, or otherwise harm, in our opinion, us and/or the Services.
  • Use any information obtained from the Services in order to harass, abuse, or harm another person.
  • Make improper use of our support services or submit false reports of abuse or misconduct.
  • Use the Services in a manner inconsistent with any applicable laws or regulations.
  • Engage in unauthorized framing of or linking to the Services.
  • Upload or transmit (or attempt to upload or to transmit) viruses, Trojan horses, or other material, including excessive use of capital letters and spamming (continuous posting of repetitive text), that interferes with any party’s uninterrupted use and enjoyment of the Services or modifies, impairs, disrupts, alters, or interferes with the use, features, functions, operation, or maintenance of the Services.
  • Engage in any automated use of the system, such as using scripts to send comments or messages, or using any data mining, robots, or similar data gathering and extraction tools.
  • Delete the copyright or other proprietary rights notice from any Content.
  • Attempt to impersonate another user or person or use the username of another user.
  • Upload or transmit (or attempt to upload or to transmit) any material that acts as a passive or active information collection or transmission mechanism, including without limitation, clear graphics interchange formats ("gifs"), 1×1 pixels, web bugs, cookies, or other similar devices (sometimes referred to as "spyware" or "passive collection mechanisms" or "pcms").
  • Interfere with, disrupt, or create an undue burden on the Services or the networks or services connected to the Services.
  • Harass, annoy, intimidate, or threaten any of our employees or agents engaged in providing any portion of the Services to you.
  • Attempt to bypass any measures of the Services designed to prevent or restrict access to the Services, or any portion of the Services.
  • Copy or adapt the Services' software, including but not limited to Flash, PHP, HTML, JavaScript, or other code.
  • Except as permitted by applicable law, decipher, decompile, disassemble, or reverse engineer any of the software comprising or in any way making up a part of the Services.
  • Except as may be the result of standard search engine or Internet browser usage, use, launch, develop, or distribute any automated system, including without limitation, any spider, robot, cheat utility, scraper, or offline reader that accesses the Services, or use or launch any unauthorized script or other software.
  • Use a buying agent or purchasing agent to make purchases on the Services.
  • Make any unauthorized use of the Services, including collecting usernames and/or email addresses of users by electronic or other means for the purpose of sending unsolicited email, or creating user accounts by automated means or under false pretenses.
  • Use the Services as part of any effort to compete with us or otherwise use the Services and/or the Content for any revenue-generating endeavor or commercial enterprise.

9. USER GENERATED CONTRIBUTIONS

The Services may invite you to chat, contribute to, or participate in blogs, message boards, online forums, and other functionality, and may provide you with the opportunity to create, submit, post, display, transmit, perform, publish, distribute, or broadcast content and materials to us or on the Services, including but not limited to text, writings, video, audio, photographs, graphics, comments, suggestions, or personal information or other material (collectively, "Contributions"). Contributions may be viewable by other users of the Services and through third-party websites. As such, any Contributions you transmit may be treated as non-confidential and non-proprietary. When you create or make available any Contributions, you thereby represent and warrant that:
  • The creation, distribution, transmission, public display, or performance, and the accessing, downloading, or copying of your Contributions do not and will not infringe the proprietary rights, including but not limited to the copyright, patent, trademark, trade secret, or moral rights of any third party.
  • You are the creator and owner of or have the necessary licenses, rights, consents, releases, and permissions to use and to authorize us, the Services, and other users of the Services to use your Contributions in any manner contemplated by the Services and these Legal Terms.
  • You have the written consent, release, and/or permission of each and every identifiable individual person in your Contributions to use the name or likeness of each and every such identifiable individual person to enable inclusion and use of your Contributions in any manner contemplated by the Services and these Legal Terms.
  • Your Contributions are not false, inaccurate, or misleading.
  • Your Contributions are not unsolicited or unauthorized advertising, promotional materials, pyramid schemes, chain letters, spam, mass mailings, or other forms of solicitation.
  • Your Contributions are not obscene, lewd, lascivious, filthy, violent, harassing, libelous, slanderous, or otherwise objectionable (as determined by us).
  • Your Contributions do not ridicule, mock, disparage, intimidate, or abuse anyone.
  • Your Contributions are not used to harass or threaten (in the legal sense of those terms) any other person and to promote violence against a specific person or class of people.
  • Your Contributions do not violate any applicable law, regulation, or rule.
  • Your Contributions do not violate the privacy or publicity rights of any third party.
  • Your Contributions do not violate any applicable law concerning child pornography, or otherwise intended to protect the health or well-being of minors.
  • Your Contributions do not include any offensive comments that are connected to race, national origin, gender, sexual preference, or physical handicap.
  • Your Contributions do not otherwise violate, or link to material that violates, any provision of these Legal Terms, or any applicable law or regulation.
Any use of the Services in violation of the foregoing violates these Legal Terms and may result in, among other things, termination or suspension of your rights to use the Services.

10. CONTRIBUTION LICENSE

By posting your Contributions to any part of the Services, you automatically grant, and you represent and warrant that you have the right to grant, to us an unrestricted, unlimited, irrevocable, perpetual, non-exclusive, transferable, royalty-free, fully-paid, worldwide right, and license to host, use, copy, reproduce, disclose, sell, resell, publish, broadcast, retitle, archive, store, cache, publicly perform, publicly display, reformat, translate, transmit, excerpt (in whole or in part), and distribute such Contributions (including, without limitation, your image and voice) for any purpose, commercial, advertising, or otherwise, and to prepare derivative works of, or incorporate into other works, such Contributions, and grant and authorize sublicenses of the foregoing. The use and distribution may occur in any media formats and through any media channels.

This license will apply to any form, media, or technology now known or hereafter developed, and includes our use of your name, company name, and franchise name, as applicable, and any of the trademarks, service marks, trade names, logos, and personal and commercial images you provide. You waive all moral rights in your Contributions, and you warrant that moral rights have not otherwise been asserted in your Contributions.

We do not assert any ownership over your Contributions. You retain full ownership of all of your Contributions and any intellectual property rights or other proprietary rights associated with your Contributions. We are not liable for any statements or representations in your Contributions provided by you in any area on the Services. You are solely responsible for your Contributions to the Services and you expressly agree to exonerate us from any and all responsibility and to refrain from any legal action against us regarding your Contributions.

We have the right, in our sole and absolute discretion, (1) to edit, redact, or otherwise change any Contributions; (2) to re-categorize any Contributions to place them in more appropriate locations on the Services; and (3) to pre-screen or delete any Contributions at any time and for any reason, without notice. We have no obligation to monitor your Contributions.

11. THIRD-PARTY WEBSITES AND CONTENT

The Services may contain (or you may be sent via the Site) links to other websites ("Third-Party Websites") as well as articles, photographs, text, graphics, pictures, designs, music, sound, video, information, applications, software, and other content or items belonging to or originating from third parties ("Third-Party Content"). Such Third-Party Websites and Third-Party Content are not investigated, monitored, or checked for accuracy, appropriateness, or completeness by us, and we are not responsible for any Third-Party Websites accessed through the Services or any Third-Party Content posted on, available through, or installed from the Services, including the content, accuracy, offensiveness, opinions, reliability, privacy practices, or other policies of or contained in the Third-Party Websites or the Third-Party Content. Inclusion of, linking to, or permitting the use or installation of any Third-Party Websites or any Third-Party Content does not imply approval or endorsement thereof by us. If you decide to leave the Services and access the Third-Party Websites or to use or install any Third-Party Content, you do so at your own risk, and you should be aware these Legal Terms no longer govern. You should review the applicable terms and policies, including privacy and data gathering practices, of any website to which you navigate from the Services or relating to any applications you use or install from the Services. Any purchases you make through Third-Party Websites will be through other websites and from other companies, and we take no responsibility whatsoever in relation to such purchases which are exclusively between you and the applicable third party. You agree and acknowledge that we do not endorse the products or services offered on Third-Party Websites and you shall hold us blameless from any harm caused by your purchase of such products or services. Additionally, you shall hold us blameless from any losses sustained by you or harm caused to you relating to or resulting in any way from any Third-Party Content or any contact with Third-Party Websites.

12. SERVICES MANAGEMENT

We reserve the right, but not the obligation, to: (1) monitor the Services for violations of these Legal Terms; (2) take appropriate legal action against anyone who, in our sole discretion, violates the law or these Legal Terms, including without limitation, reporting such user to law enforcement authorities; (3) in our sole discretion and without limitation, refuse, restrict access to, limit the availability of, or disable (to the extent technologically feasible) any of your Contributions or any portion thereof; (4) in our sole discretion and without limitation, notice, or liability, to remove from the Services or otherwise disable all files and content that are excessive in size or are in any way burdensome to our systems; and (5) otherwise manage the Services in a manner designed to protect our rights and property and to facilitate the proper functioning of the Services.

13. PRIVACY POLICY

We care about data privacy and security. Please review our Privacy Policy: https://credlab.app/privacy. By using the Services, you agree to be bound by our Privacy Policy, which is incorporated into these Legal Terms. Please be advised the Services are hosted in Canada. If you access the Services from any other region of the world with laws or other requirements governing personal data collection, use, or disclosure that differ from applicable laws in Canada, then through your continued use of the Services, you are transferring your data to Canada, and you expressly consent to have your data transferred to and processed in Canada.

14. COPYRIGHT INFRINGEMENTS

We respect the intellectual property rights of others. If you believe that any material available on or through the Services infringes upon any copyright you own or control, please immediately notify us using the contact information provided below (a "Notification"). A copy of your Notification will be sent to the person who posted or stored the material addressed in the Notification. Please be advised that pursuant to applicable law you may be held liable for damages if you make material misrepresentations in a Notification. Thus, if you are not sure that material located on or linked to by the Services infringes your copyright, you should consider first contacting an attorney.

15. TERM AND TERMINATION

These Legal Terms shall remain in full force and effect while you use the Services. WITHOUT LIMITING ANY OTHER PROVISION OF THESE LEGAL TERMS, WE RESERVE THE RIGHT TO, IN OUR SOLE DISCRETION AND WITHOUT NOTICE OR LIABILITY, DENY ACCESS TO AND USE OF THE SERVICES (INCLUDING BLOCKING CERTAIN IP ADDRESSES), TO ANY PERSON FOR ANY REASON OR FOR NO REASON, INCLUDING WITHOUT LIMITATION FOR BREACH OF ANY REPRESENTATION, WARRANTY, OR COVENANT CONTAINED IN THESE LEGAL TERMS OR OF ANY APPLICABLE LAW OR REGULATION. WE MAY TERMINATE YOUR USE OR PARTICIPATION IN THE SERVICES OR DELETE YOUR ACCOUNT AND ANY CONTENT OR INFORMATION THAT YOU POSTED AT ANY TIME, WITHOUT WARNING, IN OUR SOLE DISCRETION.

If we terminate or suspend your account for any reason, you are prohibited from registering and creating a new account under your name, a fake or borrowed name, or the name of any third party, even if you may be acting on behalf of the third party. In addition to terminating or suspending your account, we reserve the right to take appropriate legal action, including without limitation pursuing civil, criminal, and injunctive redress.

16. MODIFICATIONS AND INTERRUPTIONS

We reserve the right to change, modify, or remove the contents of the Services at any time or for any reason at our sole discretion without notice. However, we have no obligation to update any information on our Services. We will not be liable to you or any third party for any modification, price change, suspension, or discontinuance of the Services.

We cannot guarantee the Services will be available at all times. We may experience hardware, software, or other problems or need to perform maintenance related to the Services, resulting in interruptions, delays, or errors. We reserve the right to change, revise, update, suspend, discontinue, or otherwise modify the Services at any time or for any reason without notice to you. You agree that we have no liability whatsoever for any loss, damage, or inconvenience caused by your inability to access or use the Services during any downtime or discontinuance of the Services. Nothing in these Legal Terms will be construed to obligate us to maintain and support the Services or to supply any corrections, updates, or releases in connection therewith.

17. GOVERNING LAW

These Legal Terms shall be governed by and defined following the laws of Canada. B2B Credit Chex Inc. and yourself irrevocably consent that the courts of Canada shall have exclusive jurisdiction to resolve any dispute which may arise in connection with these Legal Terms.

18. DISPUTE RESOLUTION

Informal Negotiations

To expedite resolution and control the cost of any dispute, controversy, or claim related to these Legal Terms (each a "Dispute" and collectively, the "Disputes") brought by either you or us (individually, a "Party" and collectively, the "Parties"), the Parties agree to first attempt to negotiate any Dispute (except those Disputes expressly provided below) informally for at least sixty (60) days before initiating arbitration. Such informal negotiations commence upon written notice from one Party to the other Party.

Binding Arbitration

Any dispute arising out of or in connection with these Legal Terms, including any question regarding its existence, validity, or termination, shall be referred to and finally resolved by the International Commercial Arbitration Court under the European Arbitration Chamber (Belgium, Brussels, Avenue Louise, 146) according to the Rules of this ICAC, which, as a result of referring to it, is considered as the part of this clause. The number of arbitrators shall be three (3). The seat, or legal place, or arbitration shall be Toronto, Canada. The language of the proceedings shall be English. The governing law of these Legal Terms shall be substantive law of Canada.

Restrictions

The Parties agree that any arbitration shall be limited to the Dispute between the Parties individually. To the full extent permitted by law, (a) no arbitration shall be joined with any other proceeding; (b) there is no right or authority for any Dispute to be arbitrated on a class-action basis or to utilize class action procedures; and (c) there is no right or authority for any Dispute to be brought in a purported representative capacity on behalf of the general public or any other persons.

Exceptions to Informal Negotiations and Arbitration

The Parties agree that the following Disputes are not subject to the above provisions concerning informal negotiations binding arbitration: (a) any Disputes seeking to enforce or protect, or concerning the validity of, any of the intellectual property rights of a Party; (b) any Dispute related to, or arising from, allegations of theft, piracy, invasion of privacy, or unauthorized use; and (c) any claim for injunctive relief. If this provision is found to be illegal or unenforceable, then neither Party will elect to arbitrate any Dispute falling within that portion of this provision found to be illegal or unenforceable and such Dispute shall be decided by a court of competent jurisdiction within the courts listed for jurisdiction above, and the Parties agree to submit to the personal jurisdiction of that court.

19. CORRECTIONS

There may be information on the Services that contains typographical errors, inaccuracies, or omissions, including descriptions, pricing, availability, and various other information. We reserve the right to correct any errors, inaccuracies, or omissions and to change or update the information on the Services at any time, without prior notice.

20. DISCLAIMER

THE SERVICES ARE PROVIDED ON AN AS-IS AND AS-AVAILABLE BASIS. YOU AGREE THAT YOUR USE OF THE SERVICES WILL BE AT YOUR SOLE RISK. TO THE FULLEST EXTENT PERMITTED BY LAW, WE DISCLAIM ALL WARRANTIES, EXPRESS OR IMPLIED, IN CONNECTION WITH THE SERVICES AND YOUR USE THEREOF, INCLUDING, WITHOUT LIMITATION, THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT. WE MAKE NO WARRANTIES OR REPRESENTATIONS ABOUT THE ACCURACY OR COMPLETENESS OF THE SERVICES' CONTENT OR THE CONTENT OF ANY WEBSITES OR MOBILE APPLICATIONS LINKED TO THE SERVICES AND WE WILL ASSUME NO LIABILITY OR RESPONSIBILITY FOR ANY (1) ERRORS, MISTAKES, OR INACCURACIES OF CONTENT AND MATERIALS, (2) PERSONAL INJURY OR PROPERTY DAMAGE, OF ANY NATURE WHATSOEVER, RESULTING FROM YOUR ACCESS TO AND USE OF THE SERVICES, (3) ANY UNAUTHORIZED ACCESS TO OR USE OF OUR SECURE SERVERS AND/OR ANY AND ALL PERSONAL INFORMATION AND/OR FINANCIAL INFORMATION STORED THEREIN, (4) ANY INTERRUPTION OR CESSATION OF TRANSMISSION TO OR FROM THE SERVICES, (5) ANY BUGS, VIRUSES, TROJAN HORSES, OR THE LIKE WHICH MAY BE TRANSMITTED TO OR THROUGH THE SERVICES BY ANY THIRD PARTY, AND/OR (6) ANY ERRORS OR OMISSIONS IN ANY CONTENT AND MATERIALS OR FOR ANY LOSS OR DAMAGE OF ANY KIND INCURRED AS A RESULT OF THE USE OF ANY CONTENT POSTED, TRANSMITTED, OR OTHERWISE MADE AVAILABLE VIA THE SERVICES. WE DO NOT WARRANT, ENDORSE, GUARANTEE, OR ASSUME RESPONSIBILITY FOR ANY PRODUCT OR SERVICE ADVERTISED OR OFFERED BY A THIRD PARTY THROUGH THE SERVICES, ANY HYPERLINKED WEBSITE, OR ANY WEBSITE OR MOBILE APPLICATION FEATURED IN ANY BANNER OR OTHER ADVERTISING, AND WE WILL NOT BE A PARTY TO OR IN ANY WAY BE RESPONSIBLE FOR MONITORING ANY TRANSACTION BETWEEN YOU AND ANY THIRD-PARTY PROVIDERS OF PRODUCTS OR SERVICES. AS WITH THE PURCHASE OF A PRODUCT OR SERVICE THROUGH ANY MEDIUM OR IN ANY ENVIRONMENT, YOU SHOULD USE YOUR BEST JUDGMENT AND EXERCISE CAUTION WHERE APPROPRIATE.

21. LIMITATIONS OF LIABILITY

IN NO EVENT WILL WE OR OUR DIRECTORS, EMPLOYEES, OR AGENTS BE LIABLE TO YOU OR ANY THIRD PARTY FOR ANY DIRECT, INDIRECT, CONSEQUENTIAL, EXEMPLARY, INCIDENTAL, SPECIAL, OR PUNITIVE DAMAGES, INCLUDING LOST PROFIT, LOST REVENUE, LOSS OF DATA, OR OTHER DAMAGES ARISING FROM YOUR USE OF THE SERVICES, EVEN IF WE HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. NOTWITHSTANDING ANYTHING TO THE CONTRARY CONTAINED HEREIN, OUR LIABILITY TO YOU FOR ANY CAUSE WHATSOEVER AND REGARDLESS OF THE FORM OF THE ACTION, WILL AT ALL TIMES BE LIMITED TO THE AMOUNT PAID, IF ANY, BY YOU TO US DURING THE six (6) mONTH PERIOD PRIOR TO ANY CAUSE OF ACTION ARISING. CERTAIN US STATE LAWS AND INTERNATIONAL LAWS DO NOT ALLOW LIMITATIONS ON IMPLIED WARRANTIES OR THE EXCLUSION OR LIMITATION OF CERTAIN DAMAGES. IF THESE LAWS APPLY TO YOU, SOME OR ALL OF THE ABOVE DISCLAIMERS OR LIMITATIONS MAY NOT APPLY TO YOU, AND YOU MAY HAVE ADDITIONAL RIGHTS.

22. INDEMNIFICATION

You agree to defend, indemnify, and hold us harmless, including our subsidiaries, affiliates, and all of our respective officers, agents, partners, and employees, from and against any loss, damage, liability, claim, or demand, including reasonable attorneys’ fees and expenses, made by any third party due to or arising out of: (1) your Contributions; (2) use of the Services; (3) breach of these Legal Terms; (4) any breach of your representations and warranties set forth in these Legal Terms; (5) your violation of the rights of a third party, including but not limited to intellectual property rights; or (6) any overt harmful act toward any other user of the Services with whom you connected via the Services. Notwithstanding the foregoing, we reserve the right, at your expense, to assume the exclusive defense and control of any matter for which you are required to indemnify us, and you agree to cooperate, at your expense, with our defense of such claims. We will use reasonable efforts to notify you of any such claim, action, or proceeding which is subject to this indemnification upon becoming aware of it.

23. USER DATA

We will maintain certain data that you transmit to the Services for the purpose of managing the performance of the Services, as well as data relating to your use of the Services. Although we perform regular routine backups of data, you are solely responsible for all data that you transmit or that relates to any activity you have undertaken using the Services. You agree that we shall have no liability to you for any loss or corruption of any such data, and you hereby waive any right of action against us arising from any such loss or corruption of such data.

24. ELECTRONIC COMMUNICATIONS, TRANSACTIONS, AND SIGNATURES

Visiting the Services, sending us emails, and completing online forms constitute electronic communications. You consent to receive electronic communications, and you agree that all agreements, notices, disclosures, and other communications we provide to you electronically, via email and on the Services, satisfy any legal requirement that such communication be in writing. YOU HEREBY AGREE TO THE USE OF ELECTRONIC SIGNATURES, CONTRACTS, ORDERS, AND OTHER RECORDS, AND TO ELECTRONIC DELIVERY OF NOTICES, POLICIES, AND RECORDS OF TRANSACTIONS INITIATED OR COMPLETED BY US OR VIA THE SERVICES. You hereby waive any rights or requirements under any statutes, regulations, rules, ordinances, or other laws in any jurisdiction which require an original signature or delivery or retention of non-electronic records, or to payments or the granting of credits by any means other than electronic means.

25. CALIFORNIA USERS AND RESIDENTS

If any complaint with us is not satisfactorily resolved, you can contact the Complaint Assistance Unit of the Division of Consumer Services of the California Department of Consumer Affairs in writing at 1625 North Market Blvd., Suite N 112, Sacramento, California 95834 or by telephone at (800) 952-5210 or (916) 445-1254.

26. MISCELLANEOUS

These Legal Terms and any policies or operating rules posted by us on the Services or in respect to the Services constitute the entire agreement and understanding between you and us. Our failure to exercise or enforce any right or provision of these Legal Terms shall not operate as a waiver of such right or provision. These Legal Terms operate to the fullest extent permissible by law. We may assign any or all of our rights and obligations to others at any time. We shall not be responsible or liable for any loss, damage, delay, or failure to act caused by any cause beyond our reasonable control. If any provision or part of a provision of these Legal Terms is determined to be unlawful, void, or unenforceable, that provision or part of the provision is deemed severable from these Legal Terms and does not affect the validity and enforceability of any remaining provisions. There is no joint venture, partnership, employment or agency relationship created between you and us as a result of these Legal Terms or use of the Services. You agree that these Legal Terms will not be construed against us by virtue of having drafted them. You hereby waive any and all defenses you may have based on the electronic form of these Legal Terms and the lack of signing by the parties hereto to execute these Legal Terms.

27. CONTACT US

In order to resolve a complaint regarding the Services or to receive further information regarding use of the Services, please contact us at:

B2B Credit Chex Inc.
555 Dixon Rd, Etobicoke, ON M9W 1H8, Canada
Unit 102
Toronto, Ontario M9W 1H8
Canada
Phone: (+1)905-829-9777
service@b2bchex.com

BANK ACCOUNT DATA CONNECTION TERMS (PLAID)

These Bank Account Data Connection Terms ("Connection Terms") apply whenever an applicant or other end user connects a financial account through Plaid Inc. ("Plaid") via the Services. They are incorporated into and form part of these Legal Terms and reproduce the flow-down terms required by Plaid. In these Connection Terms, "Customer" (also "you") means the member entity that has accepted these Legal Terms, and "CredLab" means B2B Credit Chex, Inc.

1. Restrictions
Unless Plaid specifically agrees otherwise in writing, Customer will not, and will not enable or assist any third-party to: (i) attempt to reverse engineer, decompile, disassemble, or otherwise attempt to discover the source code, object code, or underlying structure, ideas, or algorithms of the Plaid services described at https://www.plaid.com ("Plaid Services"); (ii) modify, translate, or create derivative works based on the Plaid Services; (iii) make the Plaid Services or information and data of Customer's end users ("End Users") provided to Customer via the Plaid Services (such information and data, the "Plaid-Provided Data") or any derivative work thereof available to, or use the Plaid Services or Plaid-Provided Data (or any derivative work thereof) for the benefit of, anyone other than Customer or End Users; (iv) sell, resell, license, sublicense, distribute, rent, or lease any Plaid Services or Plaid-Provided Data (or any derivative work thereof) to any third-party, or include any Plaid Services or Plaid-Provided Data (or any derivative work thereof) in a service bureau, time-sharing, or equivalent offering; (v) publicly disseminate information from any source regarding the performance of the Plaid Services or Plaid-Provided Data; or (vi) attempt to create a substitute or similar service through use of, or access to, the Plaid Services or Plaid-Provided Data. Customer will use the Plaid Services and Plaid-Provided Data only in compliance with: (a) the Customer application, use case, and other restrictions agreed between Plaid and CredLab; (b) the Plaid developer policies (available at https://www.plaid.com/legal); (c) Plaid's applicable technical user documentation (available at https://www.plaid.com/docs); and (d) any agreements between Customer and End Users (for clarity, including any privacy policy or statement). Notwithstanding anything to the contrary, as between Plaid and Customer, Customer accepts and assumes all responsibility for complying with all applicable laws and regulations in connection with Customer's activities involving any Plaid Services, Plaid-Provided Data, or End User data. Customer acknowledges and agrees that: (I) Plaid is neither a "consumer reporting agency" nor a "furnisher" of information to consumer reporting agencies under the Fair Credit Reporting Act ("FCRA"); and (II) the Plaid-Provided Data is not a "consumer report" under the FCRA. Customer represents and warrants that it will not, and will not permit or enable any third party to, use the Plaid Services (including Plaid-Provided Data) as, or as part of, a "consumer report" as such term is defined in the FCRA, or otherwise use the Plaid Services (including Plaid-Provided Data) such that the Plaid Services (including Plaid-Provided Data) would be deemed "consumer reports" under the FCRA. Notwithstanding anything to the contrary, Customer will be bound by, and will only use the Plaid Services and Plaid-Provided Data in compliance with, the terms and conditions set forth in these Legal Terms.

2. Secondary Investors
Subject to this Section 2 (Secondary Investors), Customer may request that Plaid or CredLab disclose Plaid-Provided Data or a CredLab product or service including or incorporating Plaid-Provided Data (collectively, the "Shared Data") to Customer's Secondary Investors. "Secondary Investor" means a third-party investor or purchaser of a financial product originated by Customer and provided to an End User (e.g., a loan), with which investor or purchaser Plaid maintains a separate technical integration.
(i) Customer represents and warrants to Plaid that, before disclosure of Shared Data to any Secondary Investor, Customer will provide and obtain all required (including under applicable law) notices and consents from the applicable End User with respect to disclosure of Shared Data to such Secondary Investor by Plaid or CredLab.
(ii) Notwithstanding anything to the contrary: (a) as between Plaid and Customer, solely Customer is responsible for its relationships with Secondary Investors and with CredLab, including any related billing matters, technical support, or disputes; (b) Customer will enter into legally binding written agreements with each Secondary Investor that are consistent with this Section 2 (Secondary Investors) and all applicable terms and conditions of these Connection Terms, including Section 1 (Restrictions); and (c) as between Plaid and Customer, Customer will remain responsible for the Secondary Investors' compliance with all of the terms and conditions of these Connection Terms (including terms relating to use of Plaid-Provided Data or Shared Data).
(iii) As between Plaid and Customer, Customer will be fully liable for: (a) any breach by Customer of this Section 2 (Secondary Investors); (b) any acts or omissions of Secondary Investors; and (c) any dispute arising among Customer, CredLab, Secondary Investors, and/or End Users relating to the disclosure or use of Shared Data as contemplated in this Section 2 (Secondary Investors).

3. Privacy and Authorizations
Before any End User engages with CredLab products or services which include, are derived from, or incorporate the Plaid Services, Customer warrants and will ensure that it provides all notices and obtains all consents required under applicable law to enable Plaid to process End User data in accordance with Plaid's privacy policy (currently available at https://www.plaid.com/privacy). Customer will not: (i) make representations or other statements with respect to End User data that are contrary to or otherwise inconsistent with Plaid's privacy policy; or (ii) interfere with any independent efforts by Plaid to provide End User notice or obtain End User consent.

4. Disclaimer; Enforcement
THE PLAID SERVICES, PLAID-PROVIDED DATA, AND ANY OTHER INFORMATION, SOFTWARE, PRODUCTS, SERVICES AND MATERIALS PROVIDED BY PLAID IN CONNECTION WITH THESE LEGAL TERMS ARE PROVIDED "AS IS." TO THE FULLEST EXTENT PERMITTED BY LAW, NEITHER PLAID NOR ITS AFFILIATES, SUPPLIERS, LICENSORS, OR DISTRIBUTORS MAKE ANY WARRANTY OF ANY KIND, WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE, INCLUDING, BUT NOT LIMITED TO, WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NONINFRINGEMENT, OR ANY WARRANTY THAT THE SERVICES ARE FREE FROM DEFECTS. WITHOUT LIMITING THE FOREGOING IN THIS SECTION 4 (DISCLAIMER; ENFORCEMENT), NEITHER PLAID NOR ITS AFFILIATES, SUPPLIERS, LICENSORS, OR DISTRIBUTORS MAKE ANY REPRESENTATION OR WARRANTY AS TO THE PLAID-PROVIDED DATA THAT MAY BE OBTAINED FROM USE OF THE PLAID SERVICES OR THAT ANY PLAID SERVICES WILL BE UNINTERRUPTED, OR THAT ANY DATA PROVIDED BY OR THROUGH ANY PLAID SERVICES WILL BE TIMELY, ACCURATE, OR COMPLETE. PLAID WILL BE AN INTENDED THIRD-PARTY BENEFICIARY OF THESE LEGAL TERMS AND MAY DIRECTLY ENFORCE THESE LEGAL TERMS AGAINST CUSTOMER, WITHOUT CREDLAB'S CONSENT OR PARTICIPATION, BUT SOLELY RELATING TO THE PLAID-PROVIDED DATA (INCLUDING FI DATA) AND PLAID SERVICES THAT ARE PROVIDED BY PLAID TO CREDLAB OR CUSTOMER.

5. FI Data
Through the CredLab Services or Plaid Services, Customer may have access to information about or of End Users provided to Plaid by a bank, financial institution, or other data source (each, as designated by Plaid, "FI", and such information, the "FI Data").
(i) Customer Obligations.
  • End User Consents. Customer will provide all notices to, and obtain all express consents from, each End User as required under applicable laws in connection with Customer's use, storage, and other processing of any FI Data (such notices and consents, the "Express Consents"). Express Consents will: (A) be clear and conspicuous; (B) generally specify the categories of FI Data that Customer will receive and how Customer will use, store, and otherwise process FI Data; (C) be valid, enforceable, and expressly accepted by each End User; (D) identify any and all third parties or categories of third parties to whom Customer may provide FI Data for processing; (E) specify how End Users may exercise their right to revoke their Express Consent; and (F) include any other required disclosures under applicable laws. Customer will maintain records (which may include technical logs, screenshots, versions of Express Consents obtained) sufficient to demonstrate Customer's compliance with this Section 5(i)(a) (End User Consents) and will promptly provide such records to Plaid upon request.
  • Scope of Access. Customer will only access FI Data for which it has obtained Express Consents from the End User for the use case reviewed and permitted by Plaid in writing and consented to by the applicable End User (such use case, the "Permitted Use Case"). For clarity, key factors Plaid will consider during its review of a potential Permitted Use Case include whether the use case is appropriate and useful to provide the End User with the Customer application that the End User has enrolled in, whether the Customer application provides a direct benefit to the End User, whether the use case directly supports the development of new or improved product features for the benefit of End Users, and the jurisdiction(s) in which the Customer operates and/or stores FI Data. If Customer possesses FI Data that exceeds the scope of the End User's Express Consents, Customer will use industry-standard means to permanently and securely delete ("Delete") such FI Data; provided that Customer may retain such FI Data to the extent required by applicable laws. If Customer becomes aware that any data it receives from Plaid does not relate to the End User that Customer originally requested FI Data for, Customer will promptly notify Plaid and will Delete such data.
  • Data Use. Customer will use, store and otherwise process FI Data solely in accordance with the End User's Express Consents and applicable laws.
  • Data Disclosure. Customer will not disclose, transfer, syndicate or distribute FI Data to any third party (including its Permitted Service Providers) ("Data Sharing") except in each case with the End User's Express Consent and in accordance with applicable laws. Notwithstanding anything to the contrary, Customer will not sell FI Data.
  • Data Deletion. Customer will promptly Delete any FI Data upon request by the applicable End User; provided that Customer may retain copies of FI Data solely to the extent required by applicable laws.
  • No Attribution. Customer will not charge End Users any fees attributable to an FI for (a) access to its FI Data or (b) use of End User's account with an FI in connection with the Customer application. In addition, Customer will not suggest or imply a partnership, sponsorship, or other relationship with an FI based on Customer's receipt of FI Data under these Legal Terms or this Section 5 (FI Data).
  • No Other Access. During the term of these Legal Terms, Customer will only access FI Data through the Plaid Services or another manner that uses the FI's authorized APIs. Customer will not "screen scrape" data from FIs or collect an End User's log-on credentials for FI accounts, and will not otherwise knowingly obtain from a third party FI Data that was originally sourced through screen scraping an FI. Customer will immediately Delete any such End User log-on credentials in its possession. Customer will maintain records to demonstrate compliance with this Section 5(i)(g) (No Other Access). For the avoidance of doubt, nothing in this Section 5(i)(g) (No Other Access) will prohibit Customer from engaging any third party to obtain services similar to the Plaid Services, provided that such third-party services enable Customer's access to FI Data solely via the FI's authorized APIs.
  • Compliance with Laws. Customer will comply with all applicable privacy, security, and other laws pertaining to FI Data. Customer will not use, store, disclose, or otherwise process any FI Data for any purpose not permitted under applicable laws. For the avoidance of doubt, Customer acknowledges that Section 1033 of the Dodd-Frank Act may include obligations on Customer relating to processing, handling, and protecting FI Data. Customer will maintain a program designed to ensure compliance with applicable laws, including appropriately training Customer personnel.
  • Information Security Program. Customer will maintain a comprehensive written information security program approved by its senior management ("Infosec Program"). The Infosec Program will include administrative, technical and physical measures designed to: (a) ensure the security of FI Data, (b) protect against unauthorized access to or use of FI Data and anticipated threats and hazards to FI Data and (c) ensure the proper disposal of FI Data. The Infosec Program will be appropriate to Customer's risk profile and activities, the nature of the Customer application, and the nature of the FI Data received by Customer. In any event, the Infosec Program will meet or exceed applicable control objectives captured in industry standards and best practices, such as AICPA Trust Service Criteria for Security, NIST 800-53, or ISO 27002, and will comply with applicable laws. Customer will use up-to-date antivirus software and anti-malware tools designed to prevent viruses, malware, and other malicious code in the Customer application or on Customer's systems.
  • Security Breach Obligations. Customer will notify Plaid promptly (and in any event within twelve (12) hours) via an email to security@plaid.com, following Customer becoming aware of any Security Breach, providing a description of all known facts, the types of End Users affected, and any other information related to such Security Breach that Plaid may reasonably request. Customer will reasonably cooperate with Plaid in investigating and remediating Security Breaches. Customer will be responsible for the costs of investigating, mitigating, and remediating the Security Breach. "Security Breach" means any event that compromises the Customer application or Customer's systems or that does or reasonably could compromise the security, integrity or confidentiality of FI Data or result in the unauthorized use, disclosure, or loss of FI Data.
  • FI Confidential Information. If Plaid discloses to Customer any confidential or proprietary materials of an FI pertaining to the provision of FI Data hereunder (such materials, "FI Confidential Information"), such materials will be subject to the same obligations that apply to CredLab's Confidential Information under these Legal Terms, which will in no event be less protective of such information than a reasonable standard of care. FI Confidential Information will also be subject to the same obligations as FI Data under this Section 5(i) (Customer Obligations). Customer will promptly Delete FI Confidential Information in its possession upon Plaid's request and will provide a written certification regarding such Deletion.
  • Oversight and Cooperation. Toward assessing Customer's material compliance with this Section 5 (FI Data), Customer will promptly provide all reasonably necessary information and cooperation requested by Plaid, an FI, or any entity with examination, supervision, or other legal or regulatory authority over Plaid or an FI. In the event that Plaid has a good faith reason to believe that Customer is not in material compliance with this Section 5 (FI Data), Plaid will notify Customer and, upon Plaid's request, Customer will promptly provide sufficient documentation to demonstrate such material compliance. If the documentation provided by Customer in accordance with the immediately prior sentence is insufficient (in Plaid's reasonable discretion) to demonstrate such material compliance, Customer will submit to a third-party audit by a firm selected by Customer from a list of audit firms reasonably approved by Plaid to verify such compliance. Plaid and FIs may also conduct technical or operational assessments of Customer, which will be subject to advance notice and will not occur more than once per year unless legally required and materially different in scope from a preceding audit.
  • Information Sharing. Where required by an FI or relevant to a Customer's access or use of FI Data from that FI, Plaid may share with such FI certain information related to Customer's compliance with this Section 5 (FI Data), including with respect to Customer's Infosec Program. Plaid will use commercially reasonable efforts to require that such FI treat any such information in a confidential manner.
  • Insurance. Customer will maintain insurance coverage appropriate to Customer's risk profile and activities, the nature of the Customer application, and the nature of the FI Data received by Customer; provided that such coverage will be no less than industry standard and will include cybersecurity liability insurance.
  • Access Frequency. The parties acknowledge that as of the effective date of these Legal Terms, no guidelines regarding Customer's frequency of "batch" pulls of FI Data (such guidelines, the "Guidelines") apply to Plaid end clients. Notwithstanding the foregoing in this paragraph: (1) Customer will comply with any Guidelines provided in writing by Plaid (including via CredLab); and (2) Plaid and CredLab may enforce such Guidelines to the extent necessary in accordance with Plaid's standard practices, which may include throttling, suspension or termination of Customer's access.
  • Customer Marks License. Customer hereby grants to Plaid and each FI (and each of their third-party service providers) the non-exclusive and non-transferable right and license to use Customer's trademarks and service marks solely in connection with consent management activities, including use associated with End User facing consent management portals operated by Plaid or an FI.
(ii) Suspension. Plaid may suspend Customer's access to the Plaid Services or FI Data, in whole or in part, if Plaid determines or reasonably believes that: (a) Customer has breached this Section 5 (FI Data); (b) Customer's use of the Plaid Services or FI Data will or has materially violated an agreement between Plaid and an applicable FI; (c) Customer's use of the Plaid Services or FI Data will or does pose a risk of material harm, including material reputational harm, to End Users, an FI, or the Plaid Services. In addition, an FI may suspend Customer's access to FI Data with respect to such FI. Plaid will use commercially reasonable efforts to: (1) notify CredLab prior to any suspension described in this paragraph; (2) discuss with CredLab in good faith any such suspension; and (3) resume Customer's access to the Plaid Services and FI Data as promptly as is practicable after the basis for such suspension is cured to Plaid's (and, as applicable, the relevant FI's) reasonable satisfaction.
(iii) Indemnity. Customer will indemnify, defend and hold harmless each FI, Plaid, and the affiliates of each of the foregoing from any claims, actions, suits, demands, losses, liabilities, damages (including taxes), costs, and expenses arising from or in connection with: (a) any Security Breach resulting in unauthorized disclosure of FI Data provided to Customer hereunder; or (b) Customer's unauthorized or improper use of FI Data provided to Customer hereunder (including any unauthorized Data Sharing, transmission, access, display, storage, or loss). This Section 5(iii) (Indemnity) is not subject to any limitation of liabilities set forth in these Legal Terms. Each FI is a third-party beneficiary of this Section 5(iii) (Indemnity).
(iv) Modifications. Customer acknowledges that continued access to FI Data provided by certain FIs may necessitate modifications to this Section 5 (FI Data) pertaining to all applicable Plaid end clients. Customer will accept such modifications to continue accessing or using the Plaid Services with respect to such FIs. Plaid will use commercially reasonable efforts to notify CredLab of the modifications and the effective date of such modifications. If Customer objects to the modifications, its exclusive remedy is to cease any and all access and use of the Plaid Services as it relates to the applicable FI(s). Continued access to or use of such Plaid Services after the effective date of such modifications to this Section 5 (FI Data) will constitute Customer's acceptance of such modifications.
(v) Miscellaneous. In the event of a conflict with any other agreement or provision (including other provisions within these Legal Terms), the terms and conditions of this Section 5 (FI Data) will govern and prevail. Capitalized terms used in this Section 5 (FI Data) and not otherwise defined will have the meanings ascribed to them in the Plaid Partnership Agreement between CredLab and Plaid. All provisions of this Section 5 (FI Data) will remain in force in the event of the termination or expiration of this Section 5 (FI Data), the Plaid Partnership Agreement between CredLab and Plaid, or these Legal Terms.