Accredify Connect API Terms of Service                        

By using the Accredify Connect API you agree to be bound by both the Accredify Terms of Service, located at http://www.accredify.com/#terms, and these Accredify Connect API Terms of Service, (collectively referred to herein as “ToS”)                        

General                

Accredify Connect is a service designed to make it easier for equity crowdfunding portals or other entities (“Portal(s)” or “You”) to provide accredited investor verification services for users of the respective Portals (“Users”). This addendum, along with the ToS governs the relationship between Accredify and Portals.                                        

Using the Accredify Connect API                        

Accredify will make available certain application programming interfaces (“Accredify Connect API”, or “API”), which will enable the provisioning and management of Portal accounts, as more fully described in the documentation available at https://api.accredify.com (collectively, with this Addendum and any other document relating to the api made available by Accredify from time to time, the “Connect Documentation”). Portal will use the Accredify Connect API solely in accordance with the Connect Documentation.                        

Relationship with Users                

Portals may refer their Users to Accredify, but Portals are not a reseller or distributor of Accredify’s services. Accredify will have a direct relationship with each of the Users to which we provide verification services, and Accredify will be solely responsible for establishing the terms and conditions under which we provide our services to Users.        

Accredify will have sole discretion regarding whether or not to provide Accredify services to any of Users. Accredify reserves the right to suspend or terminate provision of Accredify services to any Users at any time for any reason including, for example, violation of the ToS, refusal to provide documentation for verification purposes, or any other purpose Accredify deems to merit suspension or termination under its sole discretion.        

Relationship with Portals                                        

Portals and Accredify are independent contractors, and this Addendum does not create any partnership, agency or employment relationship between us.                                

Accredify may periodically provide Portals information about the pricing and other material terms under which we provide Accredify service to Portals. Portals will accurately reflect such information on their website or in their application if they make reference to Accredify, but will not make any other representations regarding the Accredify services, and will not make any warranty, covenant or other binding commitment on behalf of Accredify.                        

Verification Service                                

Accredify’s verification service relies upon the information submitted by Users to verify their Accredited Investor status. We use this information, along with third-party information from the IRS, Credit Reporting Agencies, and User-indicated Third-Party Attorneys, CPAs, or Broker-Dealers (“Third-Party Information”) to make a determination of the User’s Accredited Investor status. Other than gaining access to Third-Party information with User submitted credentials, we do not make any attempt to independently verify the accuracy of information submitted by a User and evaluate all such information as if such information is accurate. Accredify does not provide legal, accounting, or other professional services and, as a result, does not render any legal, accounting, or other professional opinions or advice. However, our service provides information about the User’s current Accredited Investor status by relying on Third- Party Information, and our in-house income and asset verifications are reviewed by an independent attorney whose signature appears on the User’s certificate. Portals may reasonably rely upon Accredify’s verifications and Accredify accepts liability for Users that have been wrongly verified unless:                        

1. User has submitted wrong, mistaken, fraudulent, or otherwise false information to Accredify and Accredify relied upon such information to make its determination;
                                                   
2. User has misrepresented himself or herself as another person and has submitted information that does not pertain to himself or herself;
                                                   
3. Third-Party information, including information provided by third-party Attorneys, CPAs, or Broker-Dealers, turns out to be false, misrepresenting, mistaken, or, fraudulent as the result of the actions of either the User or the third-party;
                                                   
4. Portal mistakenly attributes a verification for one User when it was meant for another User or otherwise misinterprets or misuses accurate data sent by Accredify.        

Data Protection; Privacy                                

Portal must have a privacy policy that tells Users what data obtained using Accredify Connect (“Accredify Connect Data”) that you are going to use and how you will use, display or transfer that data. Portals must include a prominent link to their privacy policy in any website or application that they link to Accredify Connect. Portals must only use Accredify Connect Data in the context of User’s experience on their application. Portals must obtain explicit consent from User before using any Accredify Connect Data for any purpose other than displaying it back to the user within their application. Portal must use commercially reasonable efforts to protect Accredify Connect Data from unauthorized use or disclosure.                                

Logo Usage; License                                

Accredify will develop and host a partners page on its site as well as a co-branded page for Users (“Partner Pages”) using the logo(s) that Portal provides when registering for your Accredify Connect account (“Provided Logo”). Accredify will present the Partners Pages to visitors of the Accredify site and to Users that we identify as navigating from your service to a Accredify account. Portal grants Accredify a non-exclusive, royalty-free, fully paid-up license to use the Provided Logo on the Partner Pages during the Term (as defined below).                                

Limitations on Use of Accredify Connect API                                        

Portals must:                                

1. Use the Accredify Connect API and any information obtained from User’s Accredify account solely for the purposes of verifying accredited investor status;
                                                   
2. Not use the Accredify Connect API to access any information or take any action for which your authorization has been withdrawn by User;
                                                   
3. Not use the Accredify Connect API for any fraudulent, unlawful or abusive purposes or in any manner intended to harm Accredify, any of Users or any third party;
                                                   
4. Not circumvent Accredify’s intended limitations for any feature of the Accredify Connect API;
                                                   
5. Not use the Accredify Connect API in any manner inconsistent with the Connect Documentation.
                           

Term and Termination                

The term of this Addendum (“Term”) will commence upon Portal’s first use of the Accredify Connect API and will continue until either you or Accredify terminates it upon notice to the other. Upon termination, (a) Accredify will cease all use of the Provided Logo, and (b) Portal will cease all use of the Accredify Connect API. Except for foregoing, the terms of this Addendum will survive any termination.                        

Representations and Warranties                                

Portal represents and warrants to Accredify that Portal has obtained proper authorization for each action Portal takes, and for any information Portal accesses, on behalf of User through or in connection with the Accredify Connect API.                        

Indemnification                

In addition to the obligations arising under the ToS, Portal will defend, indemnify and hold harmless Accredify and the subsidiaries, affiliates, officers, agents, and employees of each of the foregoing, from and against any third party claim arising from or in any way related to: (a) Portal’s misuse of the Accredify Connect APIs; (b) Portal’s violation of this Addendum; or (c) any third party’s misuse of the Accredify Connect APIs or actions that would constitute a violation of these terms provided that Portal enabled such third party to access the Accredify Connect APIs or failed to take reasonable steps to prevent such third party from accessing the Accredify Connect APIs.                                

Disclaimer                                

ACCREDIFY MAKES THE ACCREDIFY CONNECT API AVAILABLE TO PORTAL ON AN “AS IS” “AS AVAILABLE” BASIS, WITHOUT ANY WARRANTIES, EXPRESS, IMPLIED OR STATUTORY. USE OF THE ACCREDIFY CONNECT API IS AT PORTAL’S OWN RISK. ACCREDIFY WILL NOT, UNDER ANY CIRCUMSTANCES, BE LIABLE TO PORTAL FOR ANY AMOUNT, WHETHER AS INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL OR EXEMPLARY DAMAGES ARISING OUT OF OR IN CONNECTION WITH USE OF THE ACCREDIFY CONNECT API, WHETHER BASED ON BREACH OF CONTRACT, BREACH OF WARRANTY, TORT (INCLUDING NEGLIGENCE, PRODUCT LIABILITY OR OTHERWISE), OR ANY OTHER PECUNIARY LOSS, WHETHER OR NOT PORTAL ADVISED US OF THE POSSIBILITY OF SUCH DAMAGES. For clarity, all reference to the “Service” in the ToS shall be deemed to include the Accredify Connect API.                                        

Intellectual Property                                

As between the parties, (a) Portal will own all right, title and interest, including all copyrights, patents, trademarks, trade secrets and other intellectual property rights, in and to the Portal’s website, service and Provided Logo, and (b) Accredify will own all right, title and interest, including all copyrights, patents, trademarks, trade secrets and other intellectual property rights, in and to the Accredify service, the Accredify Connect API and the Accredify Marks. Except as expressly set forth herein, no license, ownership or other interest is transferred under this Agreement. The parties do not intend that any joint development will occur under or in connection with this Agreement.