Terms and Conditions

You must read the following Terms of Use in its entirety

The Asenso Inc (together with its affiliates, "Asenso", "we", "us" or "our") provides this website (the "Site") and the various services available through the Site, including, but not limited to, through Asenso’s APIs, dashboards, widgets, portals, related tools and applications (collectively, the "Asenso Services") for informational purposes only.

This document lays out the terms of use to which you ("you", "your" or "user") must agree before creating your account with us or otherwise using the Asenso Services.

Your access to the Site and use of the Asenso Services is subject to the terms, conditions, and disclaimers appearing on the Site and all other policies, procedures, rules, and regulations published from time to time on the Site (collectively these "Terms of Use"), and all applicable laws. By accessing or browsing the Site and/or using the Asenso Services, you accept, without limitation or qualification, the Terms of Use.

By using the Asenso Services, you agree to be bound by the Terms of Use, whether you are a "visitor" (which means that you simply browse the Site) or you are a "registered user" (which means that you have either registered directly or indirectly via a third party service provider) to access and use the Asenso Services. Each time you use the Asenso Services, the current version of the Terms of Use will apply. Please review carefully all of the Terms of Use before agreeing to them and accessing the Asenso Services.

Our privacy policy (the "Asenso Privacy Policy"), available at www.asenso.io/privacy-policy, is incorporated by reference into these Terms of Use. You expressly agree that we may collect, disclose, store and otherwise use your information in accordance with the terms of the Asenso Privacy Policy.

The purpose of Asenso Services is to help developers, small and medium businesses, and small and medium enterprises worldwide deploy and manage sophisticated financial technology platforms and applications. We cannot and do not warrant or guarantee the accuracy, timeliness, completeness, sequence, or adequacy of any information used in the Asenso Services. We do request, however, that if you believe that any content on the Site (or used/included in the Asenso Services) contains misappropriated content, or is otherwise in violation of any law, rule, or regulation, that you notify us at legal@asenso.io

Each and every transaction, idea, view, opinion, and/or other information concerning any company, property, product, service, security, instrument or any other matter (collectively, "information") submitted by a user for posting on the Site [or use in the Services] is solely that of the participant and does not reflect any information of Asenso and/or its officers, employees, partners, suppliers, and agents.

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PERSONAL USE; REGISTRATION

Subject to these Terms of Use, Asenso grants you a limited, revocable, non-transferable, non-sublicensable, non-exclusive license and right to access and use the Asenso Services through a generally available web browser, mobile device or Asenso authorized application to use the Asenso Services to the extent intended and permitted by the functionality thereof. This license is personal to you. You acknowledge that, except as otherwise expressly provided, these Terms are solely between you and Asenso.

You agree and understand that you are responsible for maintaining the confidentiality of your password and other logs on information, including, but not limited to, any API keys, API secrets, or similar access credentials, which, together with your (log on) email address or username, allows you to access and use the Asenso Services. That email address/username and password, together with any mobile number, address, other contact information, or any other personal information you provide from your "Registration Information."

By providing us with your email address, you agree to receive all required notices electronically, to that email address. It is your responsibility to update or change that address, as appropriate. Notices will be provided in HTML (or, if your system does not support HTML, in plain-text) in the text of the email or through a link to the appropriate page on our site, accessible through any standard internet browser.

If you become aware of any unauthorized use of your Registration Information, please notify us immediately at the email address legal@asenso.io.

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PAYMENT TERMS

The following payment terms are applicable to those users desiring to access Asenso’s Experiment, Build, Expand, or Transform Plan ("Plan" or "Plans"). With regard to other Asenso Services, Asenso accepts, and various users pay, via means other than the payment methods described below. Those users that have established other payment methods with Asenso do not necessarily need to comply with the payment terms below.  

Access to certain Asenso Plans is subject to payments now and/or in the future (the "Paid Asenso Services"). If they are applicable to your use of the Asenso Services, the Paid Asenso Services are deemed part of these Terms of Use.

Asenso may use a third-party payment provider (the "Payment Provider") to bill its clients for the Paid Asenso Services through a payment account linked to the user’s Asenso account. The facilitation of payments will be subject to the terms, conditions, and privacy policies of the Payment Provider in addition to these Terms of Use. Asenso is not responsible for any errors committed by the Payment Provider and reserves the right to correct any errors or mistakes made by the Payment Provider regardless if Payment Provider has already requested or received payment. By choosing to use the Paid Asenso Services, you agree to pay the Payment Provider all charges for the Paid Asenso Services at the price(s) then in effect in accordance with the applicable payment terms, and you authorize Asenso to charge your payment provider for all such amounts. Asenso may accumulate any incurred charges and submit them as one or more aggregate charges during or at the end of each billing cycle applicable to your use of the Paid Asenso Services.

You agree to make payment using the method of payment selected by you. In addition to these Terms of Use and the terms, conditions, and privacy policies of the Payment Provider, your payment method may be subject to such agreements as may be in effect between you and the bank, credit union, credit card issuer, financial institution or other providers of your method of payment (the "Payment Provider").

If we, either directly or through a Payment Provider, do not receive payment from you, you agree to pay all amounts due on your Asenso account upon demand. If the Paid Asenso Services include periodic or other recurring fees, you acknowledge and agree that such Paid Asenso Services may have an initial and/or recurring payment feature(s) and you accept responsibility for all recurring charges prior to cancellation of such Paid Asenso Services in accordance with these Terms of Use. Asenso shall provide to you upon request, a notice of the amount(s) to be charged and the date of the charges before the pre-scheduled date(s) of any such transaction.

You further agree that Asenso may charge your Asenso account for such recurring charges without further authorization from you until you provide notice to Asenso (receipt of which has been acknowledged by Asenso) that you have terminated this authorization and/or wish to change your method of payment method. Such notice will not affect charges submitted before Asenso could reasonably have acted upon such notice of termination or change in payment method. Your non-termination or continued use of the Paid Asenso Services shall serve as confirmation to charge your payment provider for the Paid Asenso Services. Notwithstanding anything in these Terms of Use to the contrary, you acknowledge that Asenso may submit the charges associated with such Paid Asenso Services for payment and you will be responsible for such charges and that Asenso shall have the right to seek payment from you directly.

You acknowledge and agree that you will provide Asenso and/or the Payment Provider with current, complete and accurate information for your Asenso account and that you will update such information as required. You further acknowledge and agree that you will promptly notify us, Payment Provider, and your Payment Provider if you become aware of any potential breach of security regarding your chosen payment method.

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LEGAL CONSIDERATIONS

All API keys and other similar Asenso-designed software are functionally designed solely for use on Asenso’s solution platform. No API keys or software, in any form acquired or received by you from Asenso, are, or will be, a security, security offering, or investment product, as generally defined and construed by the laws and regulations of the United States. In the event you obtain software from Asenso, you will not be able to redeem the received software for cash, cryptocurrency, digital currency, or any other consideration. Asenso software does not, and will not, entitle you to any equity, governance, voting, or similar right or entitlement in Asenso or in any of its affiliated entities. Asenso does not recommend you attempt to receive or use Asenso software unless you have prior experience with APIs or financial technology software. ANY API KEYS AND/OR OTHER SOFTWARE IN ANY FORM PROVIDED BY THE ASENSO INC ARE TO BE USED BY DEVELOPERS AND/OR ENTERPRISES SOLELY TOGETHER WITH, OR ON, THE ASENSO SOLUTION PLATFORM. ANY SUCH SOFTWARE IN ANY FORM PROVIDED BY THE ASENSO INC TO ANY RECEIVER OF SUCH SOFTWARE IS NOT TO BE SUBLICENSED OR SOLD TO A THIRD PARTY ABSENT A SEPARATE AND DISTINCT NAMED CONTRACTUAL AGREEMENT EXECUTED BY AND BETWEEN YOU AND THE ASENSO INC.

Asenso reserves the sole right to limit distribution of API keys to individuals from (i) nation-states sanctioned by the Treasury Department’s Office of Foreign Asset Control (OFAC), including but not limited to the Balkans, Belarus, Burma, Côte D’Ivoire, Cuba, Democratic Republic of Congo, Iran, Iraq, Liberia, North Korea, Sudan, Syria, and Zimbabwe; (ii) or nation-states where concerns exist surrounding said state’s ability to protect the Company’s intellectual property, including China, Russia, and Ukraine. Additionally, Asenso reserves the sole right to limit distribution of API keys to individuals or businesses using (i) masked or duplicate IP addresses; (ii) duplicate or invalid email addresses; (iii) duplicate Github addresses; (iv) duplicate passwords; (v) incorrect or invalid first and last names; (vi) usage of the Platform Services don't qualify as technology development.

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DEBIT CARD PROGRAM ("CARD PROGRAM")

Individuals may be issued a loan when accessing the Asenso Services. As an approved borrower of the loan ("Loanholder"), you may obtain a new bank account or a prepaid debit card (“Debit Card”) authorized by you and the loan amount credited to your debit card, the person to whom the Card was issued, or your authorized users using your Card, during any calendar month, quarter, or year as set forth below. And to be used for all purchases, ACH transfers, and ATM withdrawals. 

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RESTRICTIONS

When using the Asenso Services, you must comply with all applicable laws, including without limitation, any applicable foreign or domestic regulatory body, national, or other securities exchanges, including rules against making false or misleading statements to manipulate the price of a security. You will not, and will not permit anyone else to: (a) store, copy, modify, distribute, or resell any of the information or compile or collect any information as part of a database or other work, including but not limited to Asenso API keys or other software; (b) use any automated tool (e.g. robots, spiders) to use the Asenso Services or the Site or store, copy, modify, distribute, or resell any information; (c) rent, lease, or sublicense your access to the Asenso Services to another person; (d) use the Asenso Services for any purpose except for your own personal use; (e) circumvent or disable any digital rights management, usage rules, or other security features of the Asenso Services; (f) use the Asenso Services in a manner that threatens their integrity, performance, or availability; (g) use the Asenso Services to disseminate or communicate in any way any information that would be considered "insider" or "non-public" information about any company or investment; or (h) remove, alter, or obscure any proprietary notices (including copyright notices) on any portion of the Asenso Services or the Site.

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NO ADVICE, ENDORSEMENT, OR SPECIAL RELATIONSHIP

Asenso is not providing lending, investment, tax, or legal advice, acting as a fiduciary, or endorsing any company, property, product, service, security, instrument, or any other matter by posting any participant submitted information on the Site or including in the Asenso Services. Asenso is not dispensing payment processing, investment advisory, insurance advisory, financial planning, or other services on the Site or via the Asenso Services. We do not purport to tell people or suggest to people what they should buy or sell for themselves. Neither Asenso nor any of its affiliates is responsible for any financial decision made by participants on the basis of using the Asenso Services. Participants should always read the corresponding prospectus, check with their licensed lender and financial advisor, and their tax advisor, to determine the suitability of any financial product. Please conduct your own due diligence. Finally, the passage of time can render all information stale, and neither Asenso nor any Asenso affiliate is responsible for any misconceptions that may result from the reading of dated information.

All information posted by Asenso employees and/or affiliated persons, such as blog posts or other content, is designed purely for the entertainment of Asenso users. None of this information is designed to represent advice of any kind (as described in the preceding paragraph).

Any user may view the information included in the Asenso Services or posted on the Site for informational purposes only. No part of this information may be redistributed, copied, re-purposed, or reproduced without our prior written consent. The information included in the Asenso Services or contained in the Site is subject to change without notice.

The information included in the Asenso Services or posted on the Site: (i) is not, and should not be deemed, an offer to sell or a solicitation of an offer to buy, any securities or any other investments in any jurisdiction; (ii) should not be used by others in connection with any sale, offer for sale or solicitation of an offer to buy securities or any other investments, and (iii) is not a recommendation or opinion for you to participate in any transaction.

We shall have no liability for investment or other financial product decisions based upon any of this information and/or decisions based upon a contrarian view of any of this information. We specifically disclaim any and all liability or loss arising out of any action taken in reliance on this information, including but not limited to market value or other loss on the sale or purchase of any company, property, product, service, security, instrument, or any other matter.

Past performance may not be indicative of future investment results. Any investment involves potential risk, including potential loss of capital. Please consult your legal, tax, and financial advisors in connection with any potential sale or purchase of any company, property, product, service, security, instrument, or anything else of any value.

Your use of the hyperlinks on the Site or otherwise included in any Asenso Services to other Internet sites is at your own risk. We are not responsible for third-party sites hyperlinked from the Site or through the Asenso Services, nor do we make any endorsements or warranties, express or implied, with respect to the content of third-party websites or the products or services offered on any third-party websites, including but not limited to accuracy, completeness, reliability, suitability, non-infringement, merchantability or fitness for a particular purpose. We do not warrant or represent that any third-party site or the content thereon, is devoid of viruses or other contamination. We do not guarantee the authenticity of documents available on the Internet. We reserve the right to terminate any link at any time.

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PARTICIPANT CONDUCT

You understand that all information, whether publicly posted or privately transmitted, is the sole responsibility of the participant from whom such information originated. This means that you, and not us, are entirely responsible for all information that you upload, post, email, transmit or otherwise make available to us, the Site, or other users.

You agree to not use the Asenso Services to:

• upload, post, email, transmit or otherwise make available any information that is unlawful, harmful, threatening, abusive, harassing, tortuous, defamatory, vulgar, obscene, libelous, invasive of another’s privacy, hateful, or racially, ethnically, or otherwise objectionable;
• impersonate any person or entity, including, but not limited to, an Asenso official, forum leader, guide or host, or falsely state or otherwise misrepresent your affiliation with any person or entity;
• forge headers or otherwise manipulate identifiers in order to disguise the origin of any information transmitted by you;
• upload, post, email, transmit or otherwise make available any information that you do not have a right to make available under any law or under contractual or fiduciary relationships (such as inside information, proprietary and confidential information learned or disclosed as part of employment relationships or under nondisclosure agreements);
• upload, post, email, transmit or otherwise make available any information that infringes any patent, trademark, trade secret, copyright, or other proprietary rights of any party;
• upload, post, email, transmit or otherwise make available any information that would be considered "non-public" or "insider" information about any company or investment;
• upload, post, email, transmit or otherwise make available any material that contains software viruses or any other computer code, files, or programs designed to interrupt, destroy or limit the functionality of any computer software or hardware or telecommunications equipment; and/or
• intentionally or unintentionally violate any applicable local, state, national or international law, including, but not limited to, regulations promulgated by the U.S. Securities and Exchange Commission, FINCEN, any rules of any national or other securities exchange, including, without limitation, the New York Stock Exchange, the American Stock Exchange or the NASDAQ, and any regulations having the force of law.

You acknowledge the following: (i) we do not pre-screen or review participant-submitted information, but that we and our designees shall have the right (but not the obligation) in our and their sole discretion to pre-screen, refuse, move or remove any such information, (ii) we may monitor and record activity on the Site for any reason or for no reason, (iii) we may investigate any complaint or reported violation of our policies, and (iv) we may report any activity that we suspect may violate any law or regulation to regulators, law enforcement officials or other persons or entities that we deem appropriate.

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YOUR INDEMNIFICATION OF ASENSO

You agree to indemnify, defend and hold Asenso, its affiliates and its and their directors, officers, employees, and agents harmless from and against any and all claims, actions, liabilities, losses, costs, damages, or suits (including, but not limited to, attorneys’ fees) caused by or arising from your improper use of the Asenso Services, information provided to us by you, your violation of the Terms of Use, or your or any user of your account’s infringement or misappropriation of any intellectual property or other rights of any person or entity.

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DATA SUBMISSION AND RETRIEVAL FROM THIRD PARTY INSTITUTIONS

You may choose to provide us with information that we will use to view your activity on other websites and at financial institutions such as brokerages and banks. Such information may include: account trade confirmations, account statements, account position and balance information, loan and credit information, real estate information, mortgage, hypothetical or "mock" trades and position information from other investment websites, and other related information from financial institution websites and other websites. In order to retrieve this information ("Client Information"), you may supply us with the credentials that you use to log into online portals at your financial institutions or a third-party API or technology providers; this may include usernames, passwords, PIN numbers, API keys, multi-factor authentication questions and answers, one-time access PINs, and other related information ("Credentials").

You agree that such Client Information and Credentials and the use of our data retrieval software in the context of Site usage is subject to the following terms:

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

Right to Share Information: You represent that you are entitled to submit your Credentials and other such information to Asenso for the uses described in this Section.

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

Your Content: As between you and Asenso, you own the information, materials, photos, or other content (the "Content") you provide Asenso under these Terms of Use. Any Content that you upload or otherwise provide to Asenso in connection with the Asenso Services may be used by Asenso (or its licensees or service providers) in order to provide and promote the Asenso Services, the Site or Asenso’s business. Accordingly, you grant to Asenso, and all of its subsidiaries, affiliates, successors, and assigns, a worldwide, perpetual, royalty-free, fully paid, sublicensable, non-exclusive, and transferable right to license to use, publish, reproduce, distribute, modify, prepare derivative works of, adapt, publicly display and otherwise use the Content. Such right to use such Content shall survive the termination of your use of the Asenso Services or these Terms of Use, whichever is later. You authorize us to use, forward, or post your profile or related information on other sites and the Site. Notwithstanding the foregoing, you retain all rights to the Content, except as otherwise provided herein or as otherwise provided in any other agreement between you and Asenso. Any Content you submit to us is provided at your own risk of loss. You are solely responsible for all Content you share, provide, display, publish, or disseminate to others, whether such action was taken by us or you. By providing Content to us, you represent and warrant that you are entitled to submit it and that it is not confidential and not in violation of any law, contractual restrictions, or other third-party rights (including any intellectual property rights). Asenso may also remove or delete your Content from the Site at any time at its sole discretion.

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

In order to use the payment functionality of Asenso’s application, you must open a "Dwolla Platform'' account provided by Dwolla, Inc., you must be 18 years of age or older and you must accept the Dwolla Terms of Service and Privacy Policy. Any funds held in the Dwolla account are held by Dwolla's financial institution partners as set out in the Dwolla Terms of Service. You authorize Asenso to collect and share with Dwolla your personal information including full name, date of birth, social security number, physical address, email address, and financial information, and you are responsible for the accuracy and completeness of that data. You understand that you will access and manage your Dwolla account through Asenso’s application, and Dwolla account notifications will be sent by Asenso, not Dwolla. Asenso will provide customer support for your Dwolla account activity, and can be reached at asensofinace.com.

Feedback: You may from time to time identify problems, solutions to identified problems, provide suggestions, comments, or other feedback related to the Asenso Services, the Site or otherwise relating to Asenso ("Feedback") to Asenso. You acknowledge and agree that all Feedback is and shall be given entirely voluntarily and Asenso shall be free to use or disclose such Feedback for any purpose. You further acknowledge and agree that your Feedback does not contain confidential or proprietary information and you are not entitled to any compensation or reimbursement of any kind from Asenso under any circumstances relating to such Feedback.

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DISCLAIMER OF WARRANTIES

YOU EXPRESSLY UNDERSTAND AND AGREE THAT:

YOUR USE OF THE ASENSO SERVICES AND ALL INFORMATION, PRODUCTS, AND OTHER CONTENT (INCLUDING THAT OF THIRD PARTIES) INCLUDED IN OR ACCESSIBLE IN CONNECTION THEREWITH IS AT YOUR SOLE RISK. THE ASENSO SERVICES ARE PROVIDED ON AN "AS IS" AND "AS AVAILABLE" BASIS. ASENSO EXPRESSLY DISCLAIMS ALL WARRANTIES OF ANY KIND AS TO THE ASENSO SERVICES, INCLUDING BUT NOT LIMITED TO, ANY AND ALL INFORMATION, PRODUCTS, AND OTHER CONTENT (INCLUDING THAT OF THIRD PARTIES) INCLUDED IN OR ACCESSIBLE THROUGH THE ASENSO SERVICES OR FROM THE SITE, WHETHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A ASENSO PARTICULAR PURPOSE AND NON INFRINGEMENT.

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

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

NOTHING IN THIS AGREEMENT OPERATES TO EXCLUDE, RESTRICT OR MODIFY THE APPLICATION OF ANY IMPLIED CONDITION, WARRANTY OR GUARANTEE, OR THE EXERCISE OF ANY RIGHT OR REMEDY, OR THE IMPOSITION OF ANY LIABILITY UNDER LAW WHERE TO DO SO WOULD: (A) CONTRAVENE THAT LAW, OR (B) CAUSE ANY TERM OF THIS AGREEMENT TO BE VOID.

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REPRESENTATIONS AND WARRANTIES BY ASENSO PLATFORM USERS

By reading these Terms and Conditions and using the Asenso solution platform and/or software, you represent and warrant to Asenso on the date of such access or use as follows: (a) you agree and acknowledge that no information provided by Asenso’s website, social media or supporting documents constitutes a prospectus or offer document of any sort and are not intended to constitute an offer of securities or corporate equity in any jurisdiction or a solicitation for investment, and you are not bound to enter into any contract or binding legal commitment; (b) you agree and acknowledge that any receipt of Asenso’s software was accomplished solely for the purposes outlined on Asenso’s website, social media or supporting documents, and chiefly for the development of the Asenso solution platform; (c) you agree and acknowledge that Asenso API keys or other software do not constitute securities, or an investment in Asenso in any form and in any jurisdiction; (d) you agree and acknowledge that the undertaking and/or acquisition of Asenso software, or future dissemination of Asenso software via a secondary market shall not be construed, interpreted or deemed by you as an indication of the merits of Asenso, or Asenso software; (e) your receipt and/or use of Asenso software and the Asenso platform is not prohibited or restricted by applicable laws, regulations or rules of your jurisdiction; (f) you agree and acknowledge that in the case where you wish to receive Asenso software, in whatsoever form such software appears, that such software is not to be construed, interpreted, classified or treated as: a currency or commodity, debentures or shares issued by a person or entity, rights under a contract for differences or under any other contract the purpose or purported purpose of which is to secure a profit or avoid a loss, units in a collective investment scheme, units in a business trust, derivatives of units in a business trust, any other security or class of securities, or any other type of investment and (g) you have a basic degree of and understanding of the operation, functionality, usage, storage, transmission mechanisms and other material characteristics of API based systems and software.

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LIMITATION OF LIABILITY

UNDER NO CIRCUMSTANCES WILL ASENSO, ITS AFFILIATES, EMPLOYEES, AGENTS, REPRESENTATIVES, LICENSORS, OR OTHER THIRD-PARTY PARTNERS ("ASENSO PARTIES") BE LIABLE TO YOU OR ANY OTHER PERSON FOR ANY INDIRECT, INCIDENTAL, PUNITIVE, SPECIAL, EXEMPLARY, OR CONSEQUENTIAL DAMAGES ARISING OUT OF THE USE, INABILITY TO USE, OR THE RESULTS OF USE OF THE ASENSO SERVICES, WHETHER BASED ON WARRANTY, CONTRACT, TORT (INCLUDING NEGLIGENCE), OR ANY OTHER LEGAL THEORY; INCLUDING WITHOUT LIMITATION DAMAGES RESULTING FROM LOST PROFITS, LOST DATA, LOSS OF BUSINESS OR BUSINESS INTERRUPTION, WHETHER DIRECT OR INDIRECT, ARISING OUT OF THE USE, INABILITY TO USE, OR THE RESULTS OF USE OF THE ASENSO SERVICES, WHETHER BASED ON WARRANTY, CONTRACT, TORT (INCLUDING NEGLIGENCE), OR ANY OTHER LEGAL THEORY. YOUR SOLE AND EXCLUSIVE REMEDY UNDER THIS AGREEMENT SHALL BE FOR YOU TO DISCONTINUE YOUR USE OF THE ASENSO SERVICES.

ASENSO PARTY’S TOTAL CUMULATIVE LIABILITY SHALL IN NO EVENT EXCEED THE GREATER OF: (A) THE AMOUNT YOU PAID ASENSO FOR YOUR USE OF THE ASENSO SERVICES IN THE PRIOR THREE (3) MONTHS; AND (B) THE SUM OF ONE HUNDRED (100) US DOLLARS.

SOME STATES OR JURISDICTIONS MAY NOT ALLOW THE EXCLUSION OR THE LIMITATION OF LIABILITY. IN SUCH STATES OR JURISDICTIONS, THE ASENSO PARTIES’ LIABILITY TO YOU SHALL BE LIMITED TO THE FULL EXTENT PERMITTED BY LAW.

EACH PROVISION OF THESE TERMS THAT PROVIDES FOR A LIMITATION OF LIABILITY, DISCLAIMER OF WARRANTIES, OR EXCLUSION OF DAMAGES IS TO ALLOCATE THE RISKS OF THIS AGREEMENT BETWEEN THE PARTIES. THIS ALLOCATION IS REFLECTED IN THE PRICING OFFERED BY ASENSO TO YOU AND IS AN ESSENTIAL ELEMENT OF THE BASIS OF THE BARGAIN BETWEEN THE PARTIES. EACH OF THESE PROVISIONS IS SEVERABLE AND INDEPENDENT OF ALL OTHER PROVISIONS OF THESE TERMS. THE FOREGOING LIMITATIONS WILL APPLY NOTWITHSTANDING THE FAILURE OF THE ESSENTIAL PURPOSE OF ANY LIMITED REMEDY IN THIS AGREEMENT.

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CHOICE OF LAW; JURISDICTION, UNENFORCEABILITY

Your access to and use of the Asenso Services, and these Terms of Use, are governed by and will be construed in accordance with the laws of the State of Delaware, United States of America, without giving effect to any law or rule that would cause the laws of any jurisdiction other than the State of Delaware to be applied. Any action arising out of these Terms of Use or the Asenso Services shall be litigated in, and only in, courts located in Delaware, and you agree to submit to the exclusive jurisdiction of those courts and further agree that they are a convenient forum for you.

YOU AND WE HEREBY WAIVE THE RIGHT TO TRIAL BY JURY IN ANY ACTION ARISING OUT OF OR RELATING TO THESE TERMS OR THIS WEBSITE.

We provide the Services from facilities in the United States. We do not claim, and we cannot guarantee that Services we provide from the United States are or will be appropriate or available for any other location or jurisdiction, comply with the laws of any other location or jurisdiction, or comply with Laws governing export, import, or foreign use.

In the event that any provision of these terms is held unenforceable, the validity or enforceability of the remaining provisions will not be affected, and the unenforceable provision will be replaced with an enforceable provision that comes closest to the intention underlying the unenforceable provision.

Other agreements may apply to specific products and services offered through the Asenso Services. Agreements applicable to a specific product or service supersede these terms.

Section headings are for convenience only.

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ONGOING DEVELOPMENT & COMPETITION

As with any technology product or website, elements of Asenso and the Asenso Services continue to be developed and may change from time to time. While no Asenso Services are guaranteed to be fully operational or accurate at any time, the ongoing development process may mean that services may be unavailable and under construction from time to time. By agreeing to participate as an Asenso Services user, you acknowledge that functionality of the Asenso Services may be altered or removed, either in part or completely, at any time.

Furthermore, you represent to us that: (a) you are not currently employed or in any way affiliated with (or plan to be employed or in any way affiliated with) one of Asenso’s competitors in the API, no-code, banking, and lending as a service, or fintech software business; (b) you will not distribute any information about Asenso, the Asenso Services or the Site, to any parties for the purposes of competition with Asenso or the Asenso Services; (c) engage in any competition with Asenso in any service currently offered by Asenso or offered at any time when you accessed or otherwise used the Asenso Services; (d) distribute any information about Asenso to any person in the media; or (e) publish any information about Asenso in any public medium, including but not limited to, other websites, blogs, newspapers, magazines, or television programs. If there is a conflict with any of the above areas, prior approval must be granted by Asenso in writing before you can use the Asenso Services or distribute the information described above.

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TERMINATION

Asenso reserves the right to, and may, terminate or temporarily suspend your access to all or any part of the Asenso Services, without notice, for conduct that Asenso believes violates these Terms of Use or any of its policies, procedures, rules, regulations or guidelines, or for any other reason in its sole discretion.

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TRADEMARKS; PROPRIETARY RIGHTS

The Asenso Services, the Site, and the information included or otherwise reflected therein contain copyrighted material, trademarks, and other proprietary information, including text, graphics, and software. Asenso is the owner of the copyright in the Asenso Services and the Site, as well as the copyright in any information original to Asenso. Each participant, or other third-party providers of information, owns the copyright in the information original to it. Except as permitted under copyright law, you shall not copy, redistribute, publish or commercially exploit the Asenso Services, the Site, any portion of thereof, or any of the information included or reflected therein without the expressed written consent of the respective owner(s) thereof.

Asenso’s trademarks (including any service marks) and logos are the property of Asenso. All other trademarks appearing in the Asenso Services or on the Site are the property of their respective owners. Nothing contained in the Asenso Services or on the Site should be construed as granting by implication, or otherwise, any license or right to use the trademarks or logos appearing in the Asenso Services or on the Site without the express written consent of the owner thereof.

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COPYRIGHT PROTECTED MATERIALS

Asenso respects the intellectual property rights of others and expects that you do the same. It is our policy to terminate, in appropriate circumstances, the accounts of subscribers who infringe the copyrights of others. You may not upload, download, post, publish, transmit, reproduce, or distribute in any way, files, material, information, software, or other material obtained through the Asenso Services or the Site that is protected by copyright or other proprietary right or derivative works with respect thereto, without obtaining permission of the copyright owner or other right holder. Asenso has the right, but not the obligation, to remove from the Asenso Services and/or the Site any files, material, information, software or other material Asenso believes is or may be, in its sole discretion, infringing or otherwise in violation of the rights of others.

Asenso takes claims of copyright infringement seriously. We will respond to notices of alleged copyright infringement that comply with applicable law. If you believe any materials accessible on or from this website or the services available through this website (the "Site") infringe your copyright, you may request removal of those materials (or access to them) from the Site by submitting written notification to our Copyright Agent (designated below). In accordance with the Online Copyright Infringement Liability Limitation Act of the Digital Millennium Copyright Act (17 U.S.C. § 512) ("DMCA"), the written notice (the "DMCA Notice") must include substantially the following:

• your physical or electronic signature;
• identification of the copyrighted work you believe to have been infringed or if the claim involves multiple works on the Site, a representative list of such works;
• identification of the material you believe to be infringing in a sufficiently precise manner to allow us to locate that material;
• adequate information by which we can contact you (including your name, postal address, telephone number, and, if available, email address);
• a statement that you have a good faith belief that use of the copyrighted material is not authorized by the copyright owner, its agent or the law;
• a statement that the information in the written notice is accurate;
• a statement, under penalty of perjury, that you are authorized to act on behalf of the copyright owner.

If you believe in good faith that your copyright has been infringed, please provide a written communication regarding such belief to:

Attn: Asenso  Legal

legal@asenso.io

If you fail to comply with all of the requirements of Section 512(c)(3) of the DMCA, your DMCA Notice may not be effective.

Please be aware that if you knowingly materially misrepresent that material or activity on the Site is infringing your copyright, you may be held liable for damages (including costs and attorneys’ fees) under Section 512(f) of the DMCA.

If you believe that material you posted on the Site was removed or access to it was disabled by mistake or misidentification, you may file a counter-notification with us (a "Counter-Notice") by submitting written notification to our copyright agent (identified below). Pursuant to the DMCA, the Counter-Notice must include substantially the following:

• your physical or electronic signature;
• an identification of the material that has been removed or to which access has been disabled and the location at which the material appeared before it was removed or access disabled;
• adequate information by which we can contact you (including your name, postal address, telephone number, and, if available, email address);
• a statement under penalty of perjury by you that you have a good faith belief that the material identified above was removed or disabled as a result of a mistake or misidentification of the material to be removed or disabled;
• a statement that you will consent to the jurisdiction of the Federal District Court for the judicial district in which your address is located (or if you reside outside the United States for any judicial district in which the Site may be found) and that you will accept service from the person (or an agent of that person) who provided the Site with the complaint at issue.

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If you believe in good faith that the copyright notice has been filed in error, please provide a written communication regarding such belief to:

Attn: Asenso 

legal@Asenso.io

The DMCA allows us to restore the removed content if the party filing the original DMCA Notice does not file a court action against you within ten business days of receiving the copy of your Counter-Notice.

Please be aware that if you knowingly materially misrepresent that material or activity on the Site was removed or disabled by mistake or misidentification, you may be held liable for damages (including costs and attorneys’ fees) under Section 512(f) of the DMCA.

It is our policy in appropriate circumstances to disable and/or terminate the accounts of users who are repeat infringers.

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ASENSO PLATFORM RISK FACTORS

Asenso software products are not securities and are part of the Asenso solution platform. Asenso is not responsible for, nor does it pursue, the circulation and trading of Asenso software received by its users on any market.

Negative publicity involving Asenso, Asenso’s business platform, Asenso software or any of the key personnel of Asenso and/or regulation of banking, lending, payments, insurance, investments, debit cards, and personal loans may materially and adversely affect the perception or viability of the Asenso solution platform, whether or not so justified.

Asenso Services rely on third-party APIs and third-party vendors that may be unavailable or down, causing the Asenso Services to be unavailable or down, for extended periods of time. This risk to the end-users of the Asenso Services may include failed debit or credit card transactions, failed payments, failed trades, and other financial failures. Asenso will do its best to restore Asenso Services as quickly as possible.

API keys and other Asenso Services are based on new and dynamic technologies. In addition to the risks included in the above discussion of risk factors, there are other unanticipated, unforeseeable risks associated with your use of the Asenso software.

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ELECTRONIC NOTICES AND DISCLOSURES

You acknowledge and agree that Asenso may provide notices and other disclosures to you electronically by posting such notices or other disclosures on the Site or by emailing it to you at any email address provided to Asenso by you. Such notices or other disclosures shall be considered received by you following the posting on the website or twenty-four (24) hours following the email being sent to you, as applicable. Any such electronic notice or other disclosure shall have the same effect and meaning as if it had been provided to you as a paper copy.

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CHANGES TO THE TERMS OF USE

We may add to, change, or remove any part of these Terms of Use, at any time without prior notice to you other than listing a later effective date than the one set forth at the top of these Terms of Use. Such modification shall be effective immediately upon posting at the Site. As your next visit to the Site or use of the Asenso Services or the Site may be governed by different Terms of Use, we encourage you to look for a new effective date on these Terms of Use when you visit the Site or otherwise use the Asenso Services. It is your responsibility to check these Terms of Use periodically for changes. If we make any material changes to these Terms of Use, we will endeavor to provide registered users with additional notice of any changes, such as at your email address of record or when you log in to your account.

Your use or continued use of the Asenso Services or continued access of the Site following the posting of notice of any changes to these Terms of Use or any other posted policies shall constitute your acceptance of the changed Terms of Use or policies.

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MORE INFORMATION

If you have questions or comments about this Terms of Use, please email us at legal@asenso.io