Last Updated: February 17, 2021
(a) The Akoya Data Access Network (“ DAN ”), a service of Akoya LLC (“ Akoya ”) enables consumers who have accounts with financial institutions participating in the DAN (“ Data Providers ”) to grant their third party service providers participating in the DAN (“ Data Recipients ”) the right to access their financial information without the need to share their login credentials with the Data Recipients.
(c) The DAN is intended for use only by individuals who have an Account (such individuals, “Registered Users”). You hereby acknowledge and agree that you may only use those portions of the DAN for which you have received authorization and may use the DAN only if you are located within the United States, even if you are able to access the DAN from outside the United States.
(d) “You” (and all of its derivations) means you individually and any person acting as your agent, under your authority, or with your permission, and, if you are accepting these Terms on behalf of a company or other legal entity, that legal entity. If you are accessing the DAN or the Site on behalf of an entity, you hereby agree to these Terms on your behalf and on behalf of such entity. You represent and warrant that you are: (i) at least 18 years of age (or the minimum age in your jurisdiction for entering into a binding contract) and (ii) capable of entering into a legally binding agreement.
(a) In order to use the DAN, you must be authorized by a Data Provider, a Data Recipient, or directly by Akoya and register for an account (“Account”). When registering for an Account, you must provide true, accurate, and complete information and establish a username and a password. You must maintain and promptly update such information so that it is current at all times. You may delete your Account, either directly or through a request made to email@example.com, but if you do, you will no longer be able to use the DAN.
(b) Akoya may, in its sole discretion, accept or reject your request to register for an Account and may disable or otherwise suspend your access to your Account or the DAN at any time for any reason or no reason whatsoever, including if Akoya suspects fraud or illegal, unauthorized, or improper conduct or for security reasons, system failure, maintenance, or repair. You agree that Akoya will have no liability with respect to any such suspensions.
3. Updates to Terms
Your use of the DAN and the Site is governed by the version of the Terms in effect at the time of your use. Akoya may modify these Terms at any time and without prior notice. If you are a Registered User, Akoya will use commercially reasonable efforts to notify you of changes by email or other electronic means; however, it is your responsibility to check these Terms periodically for changes. Your continued use of the DAN or the Site following Akoya’s implementation of any changes to these Terms constitutes your acceptance of those changes and those changes will apply to your use of the DAN and the Site going forward.
4. License to Use and Access the DAN and the Site
(a) So long as you comply with these Terms, Akoya grants you a non-transferable, non-exclusive, as-is non-assignable, revocable, limited license (without right of sublicense) to use and access the Site for your personal use and, if you are a Registered User, to use and access the DAN as expressly permitted by the terms and conditions applicable to your authorization to use the DAN. All rights granted to you under these Terms will immediately terminate if you violate any of these Terms.
(b) The DAN or the Site may contain third party software which may be covered by a different license. All third party software is and will remain subject to the terms and conditions under which it is provided, and you are responsible for compliance with such terms.
5. Changes to the DAN or the Site
Akoya may, from time to time in its sole discretion, at any time without prior notice, discontinue, modify, or change the DAN or the Site, including their content or functionality. These changes may require you to update your Account information or the devices or systems through which you access the DAN or the Site in order to continue using them. Akoya will not have any liability or obligation to you with regard to any modifications or changes it makes to the DAN or the Site.
7. Your Conduct
(a) You are responsible for all of your activity in connection with the DAN and the Site. You may not use the DAN or the Site for any purpose other than as set forth in these Terms and will at all times comply with applicable law with respect to your use of the DAN and the Site. You will not (and will not permit any third party to): (i) take any action that you know is false, misleading, untruthful, or inaccurate; (ii) use the DAN or the Site in connection with any fraudulent or illegal conduct, transaction, or business; (iii) “spam” others or “phish” for others’ personal information; (iv) use the DAN or the Site in a manner that is unlawful, abusive, harassing, defamatory, libelous, profane, threatening, invasive of a person’s privacy, violative of any third party proprietary rights, tortious, or is otherwise inappropriate; (v) use the DAN or the Site to transmit software viruses or any other computer codes, files, or programs that are designed or intended to disrupt, damage, limit, obtain unauthorized access to, or interfere with the proper function of any portion of the DAN, the Site, or any other software, hardware, or telecommunications equipment; (vi) take any action that imposes or may impose (as determined by Akoya in its sole discretion) an unreasonable or disproportionately large load on Akoya’s (or its third party providers’) infrastructure; (vii) bypass, circumvent, or attempt to bypass or circumvent any measures Akoya may use to prevent or restrict access to the DAN, the Site, or any computer systems, or networks connected thereto; (viii) disrupt or interfere with any other person’s enjoyment of the DAN or the Site; (ix) use or frame any Akoya Trademarks (defined below) or other proprietary information; or (x) use meta tags or any other “hidden text” that uses any Akoya Trademark.
(b) You will not (and will not permit any third party to), directly or indirectly: (i) decipher, decompile, disassemble, reverse engineer or otherwise attempt to derive any source code or underlying ideas or algorithms of the DAN, except to the limited extent applicable laws specifically prohibit such restriction; (ii) modify, translate, or otherwise create derivative works of the DAN or the Site; (iii) sell, resell, copy, rent, lease, loan, distribute, or charge any party for access to the DAN or the Site; (iv) use or launch any automated system, including “robots,” “spiders,” or “offline readers,” to access the DAN or the Site; or (v) act as an intermediary, aggregator, or service bureau yourself or on behalf of any third party.
As between you and Akoya, Akoya owns and retains all right, title, and interest, including all intellectual property rights, in and to the DAN, the Site, and all names, trademarks, service marks, logos, and other indicia of Akoya or its affiliates, licensors, or partners used in connection with the DAN or the Site (the “Akoya Trademarks”). You have no right to use any Akoya Trademark in any manner without the advance written permission of the owner of that Akoya Trademark. Akoya reserves all rights not expressly granted to you in these Terms.
9. Linking Policy
Unless you and Akoya have otherwise agreed in writing, links from another web site to a Site must resolve to the top-level homepage of an Akoya domain (e.g., www.akoya.com). In order to avoid confusion if you do link from another web site to a Site top-level homepage, your web site, and the link itself, may not suggest that Akoya endorses, sponsors or is affiliated with any non-Akoya web site, entity, service, or product, and may not make use of any Akoya trademarks or service marks other than those contained within the text of the link.
10. Third Party Services
(b) You acknowledge and agree that Akoya makes no representation or warranty about the safety of any Third Party Service and is not responsible for your use of or reliance on any Third Party Service, including any content, goods, or services available on or through any Third Party Service, or for any personal injury, death, property damage, or other harm or losses arising from or relating to your use thereof. YOU EXPRESSLY RELIEVE AKOYA FROM ANY AND ALL LOSSES, DAMAGES, OR OTHER LIABILITIES YOU INCUR AS A RESULT OF YOUR ACCESS TO OR USE OF ANY THIRD PARTY SERVICE.
11. Account Security and Notification
If you have an Account, you are solely responsible for maintaining the confidentiality of your username and the password for your Account. Further, you are responsible for all activities that occur through or by use of your Account (whether or not you have authorized those activities). You will not share your Account username or password with others or allow someone else to log in to the DAN as you. Akoya will not be under any duty to inquire as to the authority or propriety of any instructions given to Akoya by you or via your Account, will be entitled to act upon any such instructions, and will not be liable for any loss, cost, expense, or other liability arising out of any such instructions. You will notify Akoya immediately if you become aware of any unauthorized activity, breach of security, or unauthorized use of your Account.
12. Feedback and Information Submitted to the DAN or the Site
(b) If you choose to provide technical, business, or other feedback to Akoya concerning the DAN or the Site (collectively, “Feedback”), Akoya will be free to use, disclose, reproduce, license, or otherwise distribute or exploit such Feedback in its sole discretion without any obligations or restrictions of any kind, including without any obligation of confidentiality, attribution, accounting, compensation, or other duty to account to you. You hereby assign to Akoya all of your right, title, and interest in your Feedback, including all intellectual property rights therein. You understand and agree that the use of or incorporation by Akoya of Feedback into the DAN or the Site does not grant you any proprietary rights therein.
13. DISCLAIMER OF WARRANTIES
(a) Akoya’s aim is to make the DAN highly reliable and consistently available; provided however, Akoya cannot and does not guarantee that the DAN or the Site will be available and functional all of the time. The DAN and the Site may be subject to sporadic interruptions and failures for a variety of reasons beyond Akoya’s control, including third party network failures and coverage limitations, service provider uptime, and acts of God. Furthermore, the DAN relies on or interoperates with a number of third party products and services, including those of Data Providers and Data Recipients. These third party products and services are beyond Akoya’s control and their operation or failure may impact the use and reliability of the DAN. YOU ACKNOWLEDGE THESE LIMITATIONS AND AGREE THAT AKOYA IS NOT RESPONSIBLE FOR ANY DAMAGES ALLEGEDLY CAUSED BY THE FAILURE OR DELAY OF ANY PORTION OF THE DAN.
(b) AKOYA AND ITS AFFILIATES, PARTNERS, AND LICENSORS EXPRESSLY DISCLAIM ANY EXPRESS OR IMPLIED WARRANTIES OF ANY KIND, INCLUDING BUT NOT LIMITED TO ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, ACCURACY, OR NON-INFRINGEMENT. THE DAN AND THE SITE ARE MADE AVAILABLE TO YOU “AS IS” AND “AS AVAILABLE” AND AKOYA DOES NOT WARRANT THAT ANY DEFECTS OR INACCURACIES IN THEM WILL BE CORRECTED.
(c) AKOYA DOES NOT WARRANT THAT THE DAN OR THE SITE WILL: (i) MEET YOUR NEEDS; (ii) BE COMPATIBLE WITH YOUR COMPUTER OR SYSTEM; (iii) BE AVAILABLE ON AN UNINTERRUPTED, TIMELY, SECURE, OR ERROR-FREE BASIS. AKOYA ALSO MAKES NO WARRANTY THAT THE RESULTS OBTAINED FROM YOURUSE OF THE DAN OR THE SITE WILL BE ACCURATE OR RELIABLE, OR THAT THE QUALITY OF ANY PRODUCTS, SERVICES, INFORMATION, OR OTHER MATERIAL PURCHASED OR OBTAINED BY YOU THROUGH THE DAN WILL MEET YOUR EXPECTATIONS. AKOYA IS NOT A PARTY TO AND WILL NOT IN ANY WAY MONITOR ANY TRANSACTION BETWEEN YOU AND ANY DATA PROVIDER OR DATA RECIPIENT.
(d) NO ADVICE OR INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED BY YOU FROM AKOYA OR THOUGH THE DAN OR THE SITE WILL CREATE ANY WARRANTY. YOU ASSUME ALL RISKS ASSOCIATED WITH YOUR USE OF THE DAN AND THE SITE. IT IS YOUR SOLE RESPONSIBILITY TO DETERMINE WHETHER THE DAN AND THE SITE ARE SUITABLE AND ADEQUATE FOR YOUR NEEDS.
14. LIMITATION OF LIABILITY
(a) AKOYA AND ITS AFFILIATES, PARTNERS, AND LICENSORS WILL NOT BE LIABLE TO YOU OR ANYONE ELSE FOR ANY CONSEQUENTIAL, INCIDENTAL, SPECIAL, DIRECT, OR INDIRECT DAMAGES OF ANY KIND WHATSOEVER (HOWEVER ARISING) WITHOUT REGARD TO THE FORM OF ANY ACTION, INCLUDING BUT NOT LIMITED TO CONTRACT OR TORT (INCLUDING NEGLIGENCE), ARISING OUT OF OR IN CONNECTION WITH: (i) THESE TERMS; (ii) ANY USE OF OR INTERACTION WITH THE DAN, THE SITE, OR ANY INFORMATION OBTAINED FROM THE DAN OR THE SITE; (iii) ANY INTERRUPTION OF SERVICE RELATED TO THE DAN OR THE SITE; OR (iv) THE UNAUTHORIZED ACCESS BY ANY PARTY TO THE DAN, INCLUDING ANY PERSONAL INFORMATION, EVEN IF AKOYA HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES OR LOSSES.
(b) NOTWITHSTANDING THE FOREGOING, AKOYA’S AND ITS AFFILIATES’, PARTNERS’, AND LICENSORS’ TOTAL LIABILITY TO YOU FOR ALL LOSSES, DAMAGES, AND CAUSES OF ACTION, INCLUDING BUT NOT LIMITED TO THOSE BASED ON CONTRACT, TORT OR OTHERWISE, ARISING OUT OF YOUR USE OF THE DAN OR THE SITE WILL NOT EXCEED ONE HUNDRED DOLLARS ($100).
(c) THE FOREGOING LIMITATIONS AND EXCLUSIONS APPLY EXCEPT TO THE EXTENT EXPRESSLY PRECLUDED BY APPLICABLE LAW. IN THOSE JURISDICTIONS, ALL OR A PORTION OF THE ABOVE LIMITATIONS MAY NOT APPLY TO YOU AND THE SCOPE AND DURATION OF THE WARRANTIES SET FORTH IN THESE TERMS AND THE EXTENT OF AKOYA’S AND ITS AFFILIATES’, PARTNERS’, AND LICENSORS’ LIABILITY WILL BE THE MINIMUM PERMITTED UNDER APPLICABLE LAW.
You will indemnify and hold Akoya and its affiliates, licensors, and partners, and each of its and their respective employees, contractors, directors, and representatives harmless from and against any and all claims, losses, liability, costs, fines, and expenses (including but not limited to attorneys’ fees) arising from your use of the DAN or the Site or from your violation of these Terms.
Akoya may discontinue the DAN or the Site or terminate your access to all or any part thereof for any reason, without prior notice, with or without cause. If you wish to terminate your Account, you may do so by following the instructions made available through the DAN or by emailing Akoya at firstname.lastname@example.org. Upon termination, your Account and right to use the DAN will automatically terminate. All provisions of these Terms which by their nature should survive termination will survive termination.
17. Governing Law
These Terms and their enforcement will be governed by the laws of the New York, without regard to conflicts of law provisions. Any dispute arising from or relating to the subject matter of these Terms will be subject to the exclusive jurisdiction and venue of the state and Federal courts in New York, NY.
18. Entire Agreement and Severability
These Terms and any other documentation made available to you by Akoya with respect to the DAN or the Site are the entire agreement between you and Akoya with respect to thereto and supersede all prior or contemporaneous communications and proposals (whether oral, written, or electronic). If any provision of these Terms is found to be illegal, unenforceable, or invalid, that provision will be replaced by a valid, legal, and enforceable provision that comes closest to the parties’ intent underlying the invalid, illegal, or unenforceable provision.
Unless otherwise specified in these Terms, all notices under these Terms will be in writing and will be deemed to have been duly given when: (a) received, if personally delivered or sent by certified or registered mail, return receipt requested; (b) when receipt is electronically confirmed, if transmitted by e-mail; or (c) the day after it is sent, if sent for next day delivery by recognized overnight delivery service. You may contact Akoya at the following address: email@example.com
Akoya may contact you at the address and email you provided as part of your Account registration.
21. No Waiver
Akoya’s failure to enforce any part of these Terms will not constitute a waiver of Akoya’s right to later enforce that or any other part of these Terms. Waiver of compliance in any particular instance does not mean that Akoya will waive compliance in the future. In order for any waiver of compliance with these Terms to be binding, Akoya must provide you with written notice of such waiver through an Akoya authorized representative.