Forward Lending, Inc. d/b/a Method Financial (“Method,” “we,” or “us”) is a software-as-a-service provider to companies (“Developers,” “you,” “yourself,” or “your”) who offer products and services to consumers (“End Users”). Developers use our services to connect to their End Users’ financial accounts so they can provide the product or service their End Users requested.
If you access or use Method Services, directly or indirectly, in a development, sandbox, or production environment, you are a Developer and these Terms of Service (“Terms”) apply to you. These Terms govern your use of the services provided by or on behalf of Method, including any content or information we provide (collectively, the “Method Services”). These Terms also contain a mandatory arbitration provision. Please read these Terms carefully. In the event of a conflict between these Terms and an effective SaaS Master Services Agreement or any of its attachments (collectively, the “Agreement”) between you and Method, the Agreement shall control.
By accessing or using (collectively, “use” or “using”) the Method Services you: (1) acknowledge that you have read and understand these Terms; (2) agree to be legally bound by them in their entirety and as they may be amended from time to time; and (3) you represent and warrant that you have authority to enter into these Terms and on behalf of any entity if you are so doing.
IF YOU DO NOT AGREE TO ALL OF THESE TERMS, DO NOT USE THE METHOD SERVICES. USING THE METHOD SERVICES MEANS YOU ACKNOWLEDGE AND AGREE TO THESE TERMS AND ANY OTHER POLICIES OR AGREEMENTS THEY REFERENCE.
The Method Services
The Method Services include data access to End User financial accounts, and electronic payment services through Method’s application programming interfaces, and related technical, business, and support services, each as may be modified or updated. The Method Services allow you to provide End Users with products and services on your own platform, website, and/or application (each, an “App”). The products and services that you provide through your App, that incorporate, use, or include the Method Services, are referred to herein as “Your Services.” It is your sole responsibility to clearly explain to your End Users the nature of Your Services and Method’s role in the provision of such services. You may only use the Method Services as reasonably necessary to provide products or services your End Users requested, to test its functionality, or to integrate them into your App.
End User Eligibility
You represent and warrant that your End Users on whose behalf or for whose benefit you are using the Method Services are: (1) your bona fide End Users; (2) at least 18 years of age; (3) residents of the United States; (4) not known by you to be currently restricted from the Method Services; (5) have the legal right to connect to and share data from the financial accounts with you; and (6) are requesting a product or service from you for their own behalf.
Information You Provide
In order to use the Method Services, and as may be provided by these Terms, you may be required to provide information about yourself or your End Users. You represent and warrant that the information provided to us is true, accurate, current, and complete. You agree that you will promptly update that information if any of it changes. It is your responsibility to ensure the information is accurate and updated. Method is not responsible for any disputes or claims related to any inaccurate, incomplete, or untimely information provided by you or your End Users.
We may refuse to allow you to use the Method Services if your or your End Users’ identity or legal authority to access the accounts is not verified, or to the extent required or permitted by law. Method is not responsible for any disputes or claims related to a refusal to provide the Method Services for any reason.
End User Disclosures and Consents
You represent and warrant that you have provided each of your End Users with our Privacy Policy and End User Terms of Service prior to using the Method Services on their behalf or for the benefit, and disclosed these documents clearly and conspicuously in a manner they can readily access or retain.
Confidentiality
“Confidential Information” means any information that is of value to its owner and is treated as confidential, including trade secrets, technology, information pertaining to business operations and strategies, information pertaining to customers and End Users, pricing, or marketing. Your use of the Method Services may result in the sharing or discovery of our or your Confidential Information. “Disclosing Party” refers to the party disclosing, whether directly or indirectly, Confidential Information, whether such disclosure is and “Receiving Party” refers to the party obtaining any Confidential Information. Confidential Information shall not include information that: (a) is already known to the Receiving Party without restriction on use or disclosure prior to receipt of such information from the Disclosing Party; (b) is or becomes generally known by the public other than by breach of these Terms by, or other wrongful act of, the Receiving Party; (c) is developed by the Receiving Party independently of, and without reference to, any Confidential Information of the Disclosing Party; or (d) is obtained by the Receiving Party from a third-party who is not under any obligation to the Disclosing Party to maintain the confidentiality of such information.
The Receiving Party agrees: (i) not to disclose or otherwise make available Confidential Information received from the Disclosing Party to any third-party without the prior written consent of the Disclosing Party, provided that the Receiving Party may disclose such Confidential Information to its affiliates, officers, employees, consultants and legal advisors strictly on a need-to-know basis to perform its obligations and for the purpose authorized by these Terms, and who have been notified of this restriction, and who are themselves bound by non-disclosure obligations that apply to such Confidential Information and that are at least as restrictive as those set forth in these Terms; (ii) to use Confidential Information only for the purposes of performing its obligations or as otherwise authorized under these Terms; and (iii) to protect the secrecy of and avoid disclosure or use of Disclosing Party’s Confidential Information by using reasonable, industry standard measures that shall include the highest degree of care that Receiving Party utilizes to protect its own Confidential Information of a similar nature. The obligations in this paragraph shall survive after you stop using the Method Services or any termination of these Terms.
If the Receiving Party becomes legally compelled to disclose any Confidential Information, the Receiving Party shall provide: (a) prompt written notice of such requirement so that the Disclosing Party may seek, at its sole cost and expense, a protective order or other remedy; and (b) reasonable assistance, at the Disclosing Party’s sole cost and expense, in opposing such disclosure or seeking a protective order or other limitations on disclosure. Receiving Party shall use commercially reasonable efforts to obtain assurances from the applicable court or agency that such Confidential Information will be afforded confidential treatment.
On request from the Disclosing Party, the Receiving Party shall promptly return or destroy all Disclosing Party’s Confidential Information and provide a written certification that it has done so. The Receiving is not permitted, for any reason, to retain any copies or other materials containing the Confidential Information unless required to do so by applicable law.
Limited License; Ownership
Subject to these Terms, Method grants you a limited, revocable, non-transferable, non-sublicensable, non-exclusive license and right to use the Method Services to the extent intended and permitted by Method and the functionality of the Method Services. You may not resell the Method Services, or permit other Developers to use the Method Services. You may not copy or download any content from the Method Services except with the prior written approval of Method.
Without the prior written approval of Method, you may not distribute, publicly perform or display, lease, sell, transmit, transfer, publish, edit, copy, create derivative works from, rent, sub-license, distribute, decompile, disassemble, reverse engineer or otherwise make unauthorized use of the Method Services. Any commercial use not expressly authorized is prohibited. You agree not to remove, obscure, or alter copyright, patent, trademark, or other proprietary rights notices affixed to the Method Services or our intellectual property. Method reserves all rights not expressly granted to you herein. You agree that you have no right to any Method trademark or service mark and may not use any such mark in any way unless expressly authorized by us in writing.
Method is not liable for the loss, corruption, alteration or removal of any content transmitted using our Method Services. By using the Method Services, you expressly waive the right to seek damages and agree to hold Method harmless for any such loss, alteration, corruption or removal. You acknowledge and agree that you are solely responsible for retaining all records and reconciling all transaction information relating to your use of the Method Services as may be required by applicable law.
Compliance with Applicable Law
Your use of the Method Services is contingent on your agreement to comply with all applicable law, rules, and regulations related to your use of the Method Services including, but not limited to, those concerning consumer protection, payments, consumer financial data, and the privacy, confidentiality, security, and storage of data you obtain through the Method Services (such as, for example, Graham-Leach-Bliley and the FTC’s Safeguards Rule). You are solely responsible for your compliance and the compliance of your employees, your service providers, and third-parties acting on your behalf. Further, your data security and storage practices and procedures must meet industry standards for safekeeping such data.
Prohibitions
You acknowledge and agree that you will not do, cause, or attempt any of the following: (1) access accounts without legal authority; (2) access any accounts of someone who is not your bona fide End User; or (3) use any data obtained through the Method Services for any purpose not reasonably necessary to provide the product or service your End User requested.
You further acknowledge and agree that you will not do, cause, or attempt to:
(1) modify, create derivative works of, or decipher, decompile, disassemble, or reverse engineer the Method Services;
(2) circumvent Method’s intended limitations for any feature of the Method Services;
(3) use the Method Services in a way that could impair or overburden the Method Services or interfere with the use of the Method Services by others;
(4) use the Method Services in a manner inconsistent with any developer documentation, integration guidance, or other technical, policy, or other requirements communicated to you by us or posted on our website, each as may be updated from time to time
(5) make available or use the Method Services for the benefit of any country, organization, entity, or person embargoed or blocked by any government, including those on the sanctions lists maintained by the U.S. Office of Foreign Asset Control (OFAC); or
(6) use the Method Services for any prohibited purpose or transaction including but not limited to:
(i) fraudulent, unlawful, harmful, deceptive, or abusive purposes;
(ii) the sale or purchase of illegal goods;
(iii) cannabis-related businesses;
(iv) adult entertainment, including but not limited to escort services, encounter clubs, and pornographic products and services;
(v) firearm or ammunition sales;
(vi) promotion of hate, violence, harassment, or abuse; or
(vii) debt relief services as that term is defined under 16 C.F.R. § 310.2(o).
Audit
You acknowledge and agree that we may audit, examine, and otherwise monitor your compliance with these Terms and you agree to cooperate fully with any such audit. Within 30 days of notice from Method, you will provide us or its third party auditor (either, a “Method Auditor”) access to and assistance with: documents, records, reports, or other data, information, or materials compiled, maintained, or otherwise available to the extent related to your compliance with these Terms that are not prohibited from disclosure by applicable law. If the audit determines that you are not in compliance with these Terms, you will take appropriate and prompt action to remedy the non-compliance and will provide us with evidence of the steps taken to achieve compliance within the time frame determined by Method’s sole discretion.
Right to Restrict or Terminate Access
We may deny or restrict your use of the Method Services without notice in our reasonable discretion for any reason including if we determine that you violated these Terms with us, or otherwise engaged in any conduct or activities that we, in our sole and reasonable discretion, believe violates the letter or spirit of these Terms, any applicable laws, or the rights of third-parties. We disclaim any liability for such denial or restriction.
Disclaimer
YOUR USE OF THE METHOD SERVICES IS AT YOUR SOLE RISK. ALL CONTENT AND THE METHOD SERVICES ARE PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS, WITHOUT WARRANTIES OF ANY KIND, EXPRESS, STATUTORY OR IMPLIED, INCLUDING WITHOUT LIMITATION, ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, CUSTOM, TRADE, QUIET ENJOYMENT, NONINFRINGEMENT, AVAILABILITY OR ACCURACY OF INFORMATION. METHOD DOES NOT WARRANT THAT THE SERVICES WILL BE AVAILABLE, WILL MEET YOUR REQUIREMENTS OR WILL OPERATE IN AN UNINTERRUPTED, ERROR-FREE OR COMPLETELY SECURE MANNER OR THAT ERRORS OR DEFECTS WILL BE CORRECTED. METHOD DOES NOT MAKE ANY REPRESENTATIONS, WARRANTIES, OR CONDITIONS REGARDING THE USE OR THE RESULTS OF THE USE OF THE METHOD SERVICES, IN TERMS OF THEIR ACCURACY, RELIABILITY, TIMELINESS, COMPLETENESS, OR OTHERWISE. YOU ASSUME ALL RESPONSIBILITY FOR YOUR ACCESS TO OR USE OF THE METHOD SERVICES.
SOME JURISDICTIONS MAY NOT ALLOW THE EXCLUSION OR LIMITATION OF IMPLIED WARRANTIES OR CONDITIONS, OR ALLOW LIMITATIONS ON HOW LONG AN IMPLIED WARRANTY LASTS, SO THE ABOVE LIMITATIONS OR EXCLUSIONS MAY NOT APPLY TO YOU. IN SUCH EVENT, METHOD’S WARRANTIES AND CONDITIONS WITH RESPECT TO THE SERVICES WILL BE LIMITED TO THE GREATEST EXTENT PERMITTED BY APPLICABLE LAW IN SUCH JURISDICTION.
Limitation of Liability
UNDER NO CIRCUMSTANCES WILL METHOD, ITS AFFILIATES, EMPLOYEES, AGENTS, REPRESENTATIVES, DIRECTORS, LICENSORS OR OTHER THIRD PARTY PARTNERS 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 OUR 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 OUR SERVICES, WHETHER BASED ON WARRANTY, CONTRACT, TORT (INCLUDING NEGLIGENCE), OR ANY OTHER LEGAL THEORY.
METHOD’S TOTAL CUMULATIVE LIABILITY SHALL IN NO EVENT EXCEED 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, METHOD’S LIABILITY TO YOU SHALL BE LIMITED TO THE FULL EXTENT PERMITTED BY LAW.
EACH OF THESE PROVISIONS IS SEVERABLE AND INDEPENDENT OF ALL OTHER PROVISIONS OF THESE TERMS. THE LIMITATIONS IN THIS SECTION AND THE SECTION ABOVE WILL APPLY NOTWITHSTANDING THE FAILURE OF ESSENTIAL PURPOSE OF ANY LIMITED REMEDY IN THESE TERMS.
Indemnity
You agree to defend, indemnify, and hold harmless Method from any and all third-party claims, suits, actions, proceedings, government investigations, judgments, losses, damages, settlements, costs, fees (including attorneys’ fees) that arise from or in connection with: (a) your use of the Method Services; (b) your breach of applicable law, rules, or regulations; or (c) your breach of any agreements you have with third-parties including End Users.
Service Providers
We use third-party service providers. Method does not represent or endorse, and shall not be responsible for: (a) the reliability or performance of any service provider; (b) the safety, quality, accuracy, reliability, integrity or legality of any service provider’s products or services we use. Method disclaims any liability or responsibility for errors or omissions in any service provider’s products or services.
Modifications to these Terms
From time to time, we may revise these Terms without prior notice to you other than posting the revised Terms on our website and identifying a later effective date than the one set forth at the top of these Terms. Such modification shall be effective immediately upon posting at the website page hosting these Terms. We encourage you to look for a new effective date on these Terms when you visit or use the Method Services. Your use or continued use of the Method Services following the posting or notice of any changes to these Terms or any other posted policies shall constitute your acceptance of the changed Terms or policies. It is your responsibility to check these Terms periodically for changes.
Dispute Resolution
Excluding claims for injunctive or other equitable relief, any dispute arising from these Terms must be resolved through binding arbitration initiated through JAMS using its Comprehensive Arbitration Rules and Procedures using a single arbitrator and in the English language. The arbitration shall occur in Washington, DC Either party may elect to participate in-person, by telephone, online, or solely by written submissions. Any judgment on the award rendered by the arbitrator shall be final and may be entered in any court of competent jurisdiction. You agree that any dispute resolution proceedings will be conducted only on an individual basis and not in a class, consolidated or representative action. If for any reason a claim proceeds in court rather than in arbitration each party waives any right to a jury trial.
Feedback
If you contact us to identify any issues, provide suggestions, or comments related to the Method Services or otherwise relating to Method (“Feedback”), you acknowledge and agree that all Feedback is provided voluntarily and we shall be free to use or disclose such Feedback for any purpose. You acknowledge and agree that you will not provide us with any third-party confidential or proprietary information, and you are not entitled to any compensation or reimbursement of any kind from Method under any circumstances relating to such Feedback.
Miscellaneous
These Terms shall be governed by, and construed in accordance with, the laws of the state of Texas, without reference to its choice of law rules. The exclusive venue for any action arising out of or in connection with these Terms shall be in Washington, DC. Our failure to insist upon or enforce any provision of these Terms shall not be construed as a waiver of any provision or right. Any sections or terms which by their nature should survive or are otherwise necessary to enforce the purpose of these Terms, will survive the termination of these Terms and termination of the Method Services. These Terms do not limit any rights that we may have pursuant to any intellectual property laws or any other laws. All rights and remedies available to us, pursuant to these Terms or otherwise, at law or in equity, are cumulative and not exclusive of any other rights or remedies that may be available to us. If any portion of these Terms are found to be unenforceable or invalid for any reason, that provision will be limited or eliminated to the minimum extent necessary so that the rest of these Terms will otherwise remain in full force and effect. No independent contractor relationship, employment relationship, partnership, join venture, or franchise relationship is created by these Terms. You may not assign or transfer these Terms or your use of the Method Services without our prior written consent. We may assign or transfer these Terms at our sole discretion. These Terms along with any agreements or policies they reference constitute the entirety of the mutual understanding between you and Method. You agree that Method may use your name and logo to disclose that you are using the Method Services to third parties.
