Developer Terms of Use

Date of last revision: June 18, 2021

By creating an account with Teller, Inc. (“we”, “us“, “our” or “Teller“) and/or using our Services (defined below), you or the entity or company that you represent (“you“, “your“ or “Licensee“) are unconditionally consenting to be bound by and are becoming a party to these Developer Terms of Use (the “Developer Terms“).

This Developer Terms governs your use of our software and technology, including our application programming interface and associated tools and documentation offered by us (the “API“), in computers, mobile phones/tablets, and other devices (such software and technology, the “Technology”), access to our proprietary platform that supports the functionality of the Technology (the “Platform”), and other products and services that we may provide (collectively, the “Services”).

If you are entering into these Developer Terms on behalf of an organization or entity, you hereby represent and warrant that you are authorized to bind that organization or entity to these terms. If you are under 13 years of age, you are not authorized to use the Services. Your download, integration, installation or continued use of the Services will also constitute assent to the terms of this Agreement.

THIS AGREEMENT CONTAINS AN ARBITRATION CLAUSE, WHICH WILL, WITH LIMITED EXCEPTION, REQUIRE YOU TO SUBMIT CLAIMS YOU HAVE AGAINST US TO BINDING AND FINAL ARBITRATION. UNDER THE ARBITRATION CLAUSE, (1) YOU WILL ONLY BE PERMITTED TO PURSUE CLAIMS AGAINST US ON AN INDIVIDUAL BASIS, NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY CLASS OR REPRESENTATIVE ACTION OR PROCEEDING, AND (2) YOU WILL ONLY BE PERMITTED TO SEEK RELIEF (INCLUDING MONETARY, INJUNCTIVE, AND DECLARATORY RELIEF) ON AN INDIVIDUAL BASIS.

In addition, when using our Services, you will be subject to any additional terms applicable to those Services, including, without limitation, our Developer Privacy Policy and Cookie Policy (collectively, the “Privacy Policies”). All such terms are hereby incorporated by reference into this Agreement. If you do not unconditionally agree to all of the terms of this Agreement (including the Privacy Policies), you will have no right to use the Technology and/or Services. If these terms are considered an offer, acceptance is expressly limited to all of these terms, to the exclusion of all other terms.

Your Accounts

You will create an account to access and use the Services. You promise to provide accurate, complete and updated account information. You will be responsible for maintaining the security of your account, passwords (including but not limited to administrative and user passwords) and files, and for all uses of your account with or without your knowledge or consent. You will also cooperate with us in establishing a password or other procedures for verifying that only your designated employees have access to any administrative functions of the Services. You will ensure that the designated employees do not transfer their accounts to any third party without our prior written consent.

General Conditions and Your Obligations

Subject to the terms and conditions of this Agreement, you may access and use the Services only for lawful purposes. All rights, title and interest in and to the Services, Platform, Technology and its components will remain with and belong exclusively to us. This Agreement does not convey any proprietary interest in or to any of our intellectual property or rights of entitlement to the use thereof except as expressly set forth in Section 3. You shall not (a) sublicense, resell, rent, lease, transfer, assign, time share or otherwise commercially exploit or make the Services available to any third party (other than as permitted under this Agreement); (b) use the Services in any unlawful manner (including without limitation in violation of any data, privacy or export control laws) or in any manner that interferes with or disrupts the integrity or performance of the Service or its components, or (c) modify, adapt or hack the Services to, or otherwise attempt to gain unauthorized access to the Services or its related systems or networks. You shall comply with any codes of conduct, policies or other notices we provide you or publish in connection with the Services, and you shall promptly notify us if you learn of a security breach related to the Services.

You are solely responsible for all data, information, feedback, suggestions, text, content and other materials that you upload, post, deliver, provide or otherwise transmit or store (hereafter “post(ing)”) in connection with or relating to the Services (“Your Content”).

You are responsible for maintaining the confidentiality of your login, password and account and for all activities that occur under your login or account. We reserve the right to access your account in order to respond to your requests for technical support. By posting Your Content on or through the Services, you hereby do and shall grant us a worldwide, non-exclusive, perpetual, irrevocable, royalty-free, fully paid, sublicensable and transferable license to use, modify, reproduce, distribute, display, publish and perform Your Content in connection with the Services.

You understand that the operation of the Services, including Your Content, may involve (a) transmissions over various networks; (b) changes to conform and adapt to technical requirements of connecting networks or devices and (c) transmission to our third party vendors and hosting partners to provide the necessary hardware, software, networking, storage, and related technology required to operate and maintain the Services. Accordingly, you acknowledge that you bear sole responsibility for adequate security, protection and backup of Your Content. We will have no liability to you for any unauthorized access or use of any of Your Content, or any corruption, deletion, destruction or loss of any of Your Content.

You acknowledge that both you and Teller maintain independent relationships with end users who connect their bank accounts to your App (as defined below) through Teller and that Teller processes End User Personal Data (as defined in the End User Privacy Policy) pursuant to its End User Privacy Policy.

You may provide access to the Services to end users solely in accordance with Teller’s standard End User Terms of Service. You will require each of your end users to review and expressly accept Teller’s End User Terms of Service and End User Privacy Policy as a condition precedent to such end user’s use of the Services.

We reserve the right to use your name and/or company name as a reference for marketing or promotional purposes on our website and in other communication with our existing or potential customers. To decline Teller this right you need to email stating that you do not wish to be used as a reference.

Intellectual Property

Limited License to Access the Platform

Limited License to Use and Distribute the Technology

Subject to and conditional upon full compliance with the terms of these Developer Terms, we hereby grant you a limited, personal, non-sublicensable, non-transferable, nonexclusive license to use the Technology for the sole purpose of allowing you to (i) build (strictly in accordance with our official user documentation) software applications (each an “App”) that may communicate with the Platform, and for other purposes authorized by us in writing and (ii) distribute the Technology in object code form only as part of your App, provided that you shall not (and shall not allow any third party to) (a) copy, modify or create a derivative work of any of our Technology or Platform, (b) reverse engineer, reverse assemble, decompile, decode, adapt or otherwise attempt to discover or gain access to any source code of any of our Technology or Platform, (c) bypass or breach any security device or protection used in any of our Technology or Platform, (d) damage, destroy, interfere with or otherwise impede or harm in any manner any of our Technology or Platform, or our provision of Services to any third party, in whole or in part (including, but not limited to, sign up or register for our Services for the purposes of researching any of our Technology or Platform in order to directly or indirectly block, harm, impede, or otherwise adversely affect the functionality or any feature of our Technology, Platform, or any other Services) (e) sell, assign, sublicense or otherwise transfer any right in any of our Technology or Platform, or (f) access or use any of our Technology or Platform for purposes of competitive analysis or research, or the development, provision or use of a competing software service or product or any other purpose that is to our detriment or commercial disadvantage ((a) through (f) collectively, “Restricted Activities”). Any rights not expressly granted in this Section are reserved and no license or right to use any trademark of Teller or any third party is granted to you in connection with the Services, unless otherwise expressly authorized in writing by Teller. For clarity, if we believe, in our sole reasonable discretion, that you are engaging in any of the Restricted Activities, we may immediately suspend, terminate or otherwise deny your access to or use of all or any part of our Technology, Platform, or Services, without incurring any resulting obligation or liability.

Improvements

You may from time to time provide suggestions, comments or other feedback to us with respect to the Services (“Feedback”). Feedback, even if designated as confidential by you, shall not create any confidentiality obligation for us notwithstanding anything else. You hereby do and shall grant us a nonexclusive, worldwide, perpetual, irrevocable, transferable, sublicensable, royalty-free, fully paid up license to use and exploit the Feedback for any purpose.

Changes to the Technology

It is your responsibility to ensure your App maintains 100% compatibility with the API, the Technology and the Platform (including changes provided to you by us which will be implemented in your App promptly thereafter). You understand and agree that we may cease support of old versions or releases of the Technology at any time. We may also automatically update the version of the Services that you are using, including without limitation the Technology used via each device (each, a “Device”) of your end users, and it is your responsibility to ensure that your App remains compatible with such updates.

Fees

Certain versions or functionalities of the Technology may currently be free of charge, but we reserve the right to make certain additional features, updates or new versions/releases available only for payment. To the extent the Services or any portion thereof is made available for any fee, you will be required to select a payment plan and provide us information regarding your credit card or other payment instrument. You represent and warrant to us that such information is true and that you are authorized to use the payment instrument. You will promptly update your account information with any changes (for example, a change in your billing address or credit card expiration date) that may occur. You agree to pay us the amount that is specified in the payment plan in accordance with the terms of such plan and these Developer Terms. You hereby authorize us to bill your payment instrument in advance on a periodic basis in accordance with the terms of the applicable payment plan until you terminate your account, and you further agree to pay any charges so incurred. If you dispute any charges you must let us know within sixty (60) days after the date that we invoice you. We reserve the right to change our prices. If we do change prices, we will provide notice of the change on our website or in email to you, at our option, at least 30 days before the change is to take effect. Your continued use of the Services after the price change becomes effective constitutes your agreement to pay the changed amount. We may choose to bill through an invoice, in which case, full payment for invoices issued in any given month must be received by us thirty (30) days after the mailing date of the invoice, or the Services may be terminated or deactivated. Unpaid invoices are subject to a finance charge of 1.5% per month on any outstanding balance, or the maximum permitted by law, whichever is lower, plus all expenses of collection. You shall be responsible for all taxes associated with Services other than U.S. taxes based on our net income.

Indemnification

You will defend, indemnify, and hold harmless us, our affiliates and each of our and our affiliates’ employees, contractors, directors, suppliers and representatives from all liabilities, claims, and expenses (including reasonable attorneys’ fees), that arise from or relate to (i) your, your authorized user’s or your end users’ use or misuse of the Services (ii) your violation of these Developer Terms or breach of its representations or warranties, (iii) infringement by you or any authorized user of any intellectual property or other right of any person or entity, or (iv) a claim alleging that you or your App infringes or violates the rights of, or has caused harm to, a third party. We reserve the right to assume the exclusive defense and control of any matter otherwise subject to indemnification by you, in which event you will assist and cooperate with us in asserting any available defenses.

Representations and Warranties

You represent and warrant to us that (i) you have full power and authority to enter into these Developer Terms; (ii) you are solely responsible for the development, operation and maintenance of your App and you own all Your Content or have obtained all permissions, releases, rights or licenses (including from all your end users) required to engage in your posting and all other activities (and allow us to perform our obligations) in connection with the Services, including integrating your App with the API, without obtaining any further releases or consents; and (iii) your App, Your Content, any other activities you undertake in connection with the Services, and our exercise of all rights and license granted by you herein, do not and will not violate, infringe, or misappropriate any third party’s copyright, trademark, right of privacy or publicity, or other personal or proprietary right, nor does your App or Your Content contain any matter that is defamatory, obscene, unlawful, threatening, abusive, tortious, offensive or harassing; and (iv) you are eighteen (18) years of age or older.

Trademark Notice and Disclaimer

ALL PRODUCT AND COMPANY NAMES ARE TRADEMARKS™ OR REGISTERED® TRADEMARKS OF THEIR RESPECTIVE HOLDERS. UNLESS EXPRESSLY IDENTIFIED AS SUCH, THEIR USAGE DOES NOT IMPLY ANY AFFILIATION WITH OR ENDORSEMENT BY THEIR HOLDERS.

Disclaimer of Warranties

The Services may be temporarily unavailable for scheduled maintenance or for unscheduled emergency maintenance, either by us or by third-party providers, or because of other causes beyond our reasonable control. HOWEVER, THE SERVICE, INCLUDING THE PLATFORM AND TECHNOLOGY ARE PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS WITHOUT ANY WARRANTIES OF ANY KIND, AND WE EXPRESSLY DISCLAIM ANY AND ALL WARRANTIES, WHETHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES OF MERCHANTABILITY, TITLE, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT. YOU ACKNOWLEDGE THAT WE DO NOT WARRANT THAT THE SERVICES (INCLUDING THE TECHNOLOGY) WILL BE UNINTERRUPTED, TIMELY, SECURE, ERROR-FREE OR VIRUS-FREE, NOR DOES IT MAKE ANY WARRANTY AS TO THE RESULTS THAT MAY BE OBTAINED FROM USE OF THE SERVICES, AND NO INFORMATION, ADVICE OR SERVICES OBTAINED BY YOU FROM US OR THROUGH THE SERVICES SHALL CREATE ANY WARRANTY NOT EXPRESSLY STATED IN THESE DEVELOPER TERMS. SOME STATES DO NOT ALLOW LIMITATIONS ON HOW LONG AN IMPLIED WARRANTY LASTS, WHICH MEANS THAT SOME OF THE ABOVE LIMITATIONS MAY NOT APPLY TO YOU. IN THESE STATES, OUR LIABILITY WILL BE LIMITED TO THE GREATEST EXTENT PERMITTED BY LAW.

Limitation of Liability

UNDER NO CIRCUMSTANCES AND UNDER NO LEGAL THEORY, INCLUDING, BUT NOT LIMITED TO, TORT, CONTRACT, NEGLIGENCE, STRICT LIABILITY, OR OTHERWISE, WILL OUR OR OUR SUPPLIERS OR LICENSORS BE LIABLE TO YOU OR ANY OTHER PERSON FOR (A) ANY INDIRECT, INCIDENTAL, SPECIAL, EXEMPLARY, CONSEQUENTIAL OR PUNITIVE DAMAGES, INCLUDING LOST PROFITS, LOST SALES OR BUSINESS, LOST DATA, OR (B) FOR ANY DIRECT DAMAGES, COSTS, LOSSES OR LIABILITIES IN EXCESS OF THE FEES ACTUALLY PAID BY YOU IN THE SIX (6) MONTHS PRECEDING THE EVENT GIVING RISE TO YOUR CLAIM OR, IF NO FEES APPLY, ONE HUNDRED ($100) U.S. DOLLARS. THE FOREGOING WILL NOT APPLY TO DAMAGES FOR BODILY INJURY THAT, UNDER APPLICABLE LAW, CANNOT BE SO LIMITED. THE FOREGOING LIMITATIONS WILL APPLY EVEN IF YOU HAVE BEEN INFORMED OF THE POSSIBILITY OF SUCH DAMAGES. SOME STATES DO NOT ALLOW THE EXCLUSION OR LIMITATION OF INCIDENTAL OR CONSEQUENTIAL DAMAGES, WHICH MEANS THAT SOME OF THE ABOVE LIMITATIONS MAY NOT APPLY TO YOU. IN THESE STATES, OUR LIABILITY WILL BE LIMITED TO THE GREATEST EXTENT PERMITTED BY LAW.

Term and Termination

These Developer Terms are effective as of the date you begin using the Services and are effective until terminated in accordance with this section. You may terminate this Agreement at any time by sending a cancellation request to legal-notices@teller.io. We may terminate your account and these Developer Terms at any time, with or without cause, immediately upon notice. We reserve the right to deactivate, modify or discontinue, temporarily or permanently, the Services (or any part thereof). We may also immediately suspend your account or terminate access without notice if appropriate under the circumstances, such as (i) when we become aware of activity that is a violation of any applicable law, (ii) when we believe that you have engaged (or are engaging) in any of the Restricted Activities, or that you have accessed or used our Technology or Platform beyond the scope of rights granted or for a purpose not authorized under this Agreement, or (iii) when we determine, in our sole discretion, that harm is imminent. All of Your Content on the Service (if any) may be permanently deleted by us upon any termination or deactivation of your account in our sole discretion. Even after any termination or deactivation of your account, we may still retain any information we collected about you for as long as necessary to fulfill the purposes outlined in our Agreements with you or our Privacy Policies, or for a longer retention period if required or permitted under applicable law. If we terminate your account without cause and you have signed up for a fee-bearing account to use the Services, we will refund the pro-rated, unearned portion of any amount that you prepaid to us for such Services. All provisions of these Developer terms which by their nature should survive termination will survive termination, including, without limitation, accrued payment obligations (if applicable), ownership provisions, warranty disclaimers, indemnity and limitations of liability.

Choice of Law and Arbitration

These Developer Terms are governed by and will be construed under the laws of the State of California, without regard to the conflicts of laws provisions thereof. Any dispute arising from or relating to the subject matter of these Developer Terms will be finally settled in San Francisco County, California, in English, in accordance with the Streamlined Arbitration Rules and Procedures of Judicial Arbitration and Mediation Services, Inc. (“JAMS”) then in effect, by one commercial arbitrator with substantial experience in resolving intellectual property and commercial contract disputes, who will be selected from the appropriate list of JAMS arbitrators in accordance with such Rules. Judgment upon the award rendered by such arbitrator may be entered in any court of competent jurisdiction. Notwithstanding the foregoing obligation to arbitrate disputes, each party will have the right to pursue injunctive or other equitable relief at any time, from any court of competent jurisdiction. For all purposes of these Developer Terms, the parties consent to exclusive jurisdiction and venue in the state or federal courts located in, respectively, San Francisco County, California or the Northern District of California. Any arbitration under these Terms will take place on an individual basis: class arbitrations and class actions are not permitted. YOU UNDERSTAND AND AGREE THAT BY ENTERING INTO THESE TERMS, YOU AND TELLER ARE EACH WAIVING THE RIGHT TO TRIAL BY JURY OR TO PARTICIPATE IN A CLASS ACTION.

Changes to the Developer Terms, Platform, or Services

We may modify the Developer Terms at any time, in our sole discretion. If we do so, we will let you know either by posting the modified Developer Terms on the Platform or our website or through other communications. It is important that you review the Developer Terms whenever we modify it because if you continue to use the Platform or Services after we have notified you of the modification and the modified Developer Terms has been posted on the Platform or our website, you are indicating to us that you agree to be bound by the modified Developer Terms. If any change to these Developer Terms is not acceptable to you, your only remedy is stop using the Services and send a cancellation email. Because the Platform and Services are evolving over time, we may change or discontinue all or any part of the Platform or Services at any time and without notice, at our sole discretion.

United States Government Matters

You may not remove or export from the United States or allow the export or re-export of the Services or anything related thereto, or any direct product thereof in violation of any restrictions, laws or regulations of the United States Department of Commerce, the United States Department of Treasury Office of Foreign Assets Control, or any other United States or foreign agency or authority. As defined in FAR section 2.101, the software and documentation installed by Company on your Equipment (if applicable) are “commercial items” and according to DFAR section 252.227 7014(a)(1) and (5) are deemed to be “commercial computer software” and “commercial computer software documentation.” Consistent with DFAR section 227.7202 and FAR section 12.212, any use modification, reproduction, release, performance, display, or disclosure of such commercial software or commercial software documentation by the U.S. Government will be governed solely by the terms of these Developer Terms and will be prohibited except to the extent expressly permitted by the terms of these Developer Terms.

Miscellaneous

You represent and warrant that you are not located in a country that is subject to a U.S. government embargo or that has been designated by the U.S. government as a “terrorist supporting” country and that you are not listed on any U.S. government list of prohibited or restricted parties. These Developer Terms represents the complete agreement concerning the subject matter hereof between the parties and supersedes all prior agreements and representations between them. These Developer Terms may be amended only by a writing executed by both parties or as otherwise provided in Section 13. If any provision of these Developer Terms is held to be unenforceable for any reason, such provision will be reformed only to the extent necessary to make it enforceable. Any notices or other communications provided by us under these Developer Terms, including those regarding modifications to these Developer Terms, will be given: (i) via email; or (ii) by posting to the Platform. For notices made by e-mail, the date of receipt will be deemed the date on which such notice is given. For notices made by posting to the Platform, the date of such posting will be deemed the date that notice is given. The failure of us to act with respect to a breach of these Developer Terms by you or others does not constitute a waiver and will not limit our rights with respect to such breach or any subsequent breaches. These Developer Terms are personal to you and may not be assigned or transferred for any reason whatsoever without our consent and any action or conduct in violation of the foregoing will be void and without effect. We may assign or transfer these Developer Terms, in whole or in part, without restriction. We expressly reserve the right to assign these Developer Terms and to delegate any of its obligations hereunder.

Please email us to report any violations of these Developer Terms or to pose any questions regarding these Developer Terms or the Services.