API Services Schedule

BankProv (the “Bank”) is pleased to offer its customers (“you”) BankProv API Services. This agreement does not intend and the terms ‘you’ and ‘your’ should not be interpreted to expand an individual’s responsibility for an organization’s liability. If this account is owned by a corporation, partnership, or other organization, individual liability is determined by the laws generally applicable to that type of organization. The headings in this document are for convenience or reference only and will not govern the interpretation of the provisions. Unless it would be inconsistent to do so, words and phrases used in this document should be construed so the singular includes the plural and the plural includes the singular.

This API Services Schedule (this “Schedule”) contains the rules and regulations covering API Services. When you utilize the API Services, you agree to comply with the terms and conditions of this Schedule. Please read this Schedule carefully. This Schedule supplements the Terms and Conditions of your business account with BankProv (including any schedule, addendum, exhibit, or statement of work applicable to your account with BankProv or other document signed by the Parties attached thereto) (the “Agreement”). However, this Schedule is not intended to amend or take priority over any other terms of the Agreement.

Introduction

Bank desires to provide you access to certain APIs (the “API Services”) that have been developed internally by Bank and you desire to use said APIs to fulfill integration to automate processes and fulfill certain functions in connection with the API Services described in the Agreement. You understand that you may use the API Services solely on your behalf and not on behalf of third parties in accordance with the applicable Technical Specifications (as defined below) and subject to the terms of the Agreement and this Schedule.

API Services

You shall request access to API Services supplied pursuant to this Schedule and shall only use such APIs for purposes expressly approved by Bank. Bank may withhold approval or remove your access to API Services at Bank’s sole discretion.

Bank will provide you with the technical requirements and schemas to support the API Services (the “Technical Specifications”). You shall be responsible for coding to the Technical Specifications at your cost and for managing and executing the activities required for you to integrate with the API Services. During the term of this Schedule, the Technical Specifications are subject to change and you shall be responsible for coding to any updated Technical Specifications provided by Bank. You shall not disclose or distribute or provide third party access to any of the API Services without Bank’s approval. Any use of or access to the API Services by any individual who is not your employee, contractor, agent, or other individual permitted to use the API Services on your behalf is strictly prohibited and in violation of this Agreement. Bank has no liability or responsibility for any issues caused by or related to the coding or integration of the API by you.

Bank shall provide you with access credentials to use in connection with the API Services. Access credentials required for API Services will permit you to access or submit data and/or execute transactions through the API Services. The API Services access credentials are Confidential Information of Bank. You must keep the API Services access credentials secure.

In the event your use of API Services results in error messages, Bank may, in its sole discretion, suspend your access to the API Services without your consent. Bank will work in good faith with you to resolve errors.

All warranties of merchantability and fitness for a particular purpose are expressly excluded. Bank shall have no liability for the unavailability of the API Services.

Your Representations and Responsibilities

You represent that you are not a non-bank financial institution and that you will not utilize the API Services to make transfers or handle funds on behalf of a third-party unless otherwise varied by agreement amongst the Parties.

• Assign an individual who will serve as your primary point of contact for all communications with Bank with respect to the API Services. By default, in the absence of such designation, the Bank may contact any authorized signer on your account to communicate regarding API Services.
• Comply with all applicable laws, including related to the security, handling, and delivery of all data related to the API Services to Bank.
• Cooperate and consult with Bank as necessary to allow Bank to provide the API Services in a timely manner.
• Be responsible for maintaining the security of your access credentials. You shall ensure that each user or process associated with your access credentials is authorized to submit and/or request data and/or execute transactions through API Services; and has been authenticated by you.
• Immediately notify Bank of any security breach, including any data breach of your systems interacting with API Services, or breach or misuse of access credentials provided to you by Bank to access API Services.
• Obtain all rights, licenses, and consents needed to access or pass data to and from the API Services.

Bank’s ability to fulfill its obligations hereunder is at all times dependent upon and subject to you fulfilling your obligations and responsibilities specified in this Schedule. Bank shall not be held liable for failure to fulfill its obligations hereunder in the case of your failure to provide adequate and correct data and information or to otherwise comply with your obligations and responsibilities hereunder.

You will have control of data supplied via API and are expected to have sufficient information security related controls to include controls to secure the data supplied via API.

License

Bank hereby grants to you a limited, personal, revocable, nonexclusive, non-sublicensable, and nontransferable license and right during the Term of the Agreement to use the API Services solely in connection with purposes approved by Bank and solely in accordance with the Technical Specifications and this Schedule and for no other purposes. You shall not and shall not permit any third party to:

• Distribute, sell, assign, transfer, or sublicense any API, the API Services, or the Technical Specifications to any part thereof to any third party;
• Access and use any API, the API Services, or the Technical Specifications for a third party’s access and use of such Bank systems not expressly permitted under this Schedule;
• Adapt, modify, translate, reverse engineer, decompile, disassemble, or create derivative works based on any API, the API Services, or the Technical Specifications, or any part thereof, or otherwise attempt to derive source code, trade secrets, or know-how in or underlying any API, the API Services, or the Technical Specifications, or any portion thereof;
• Copy any API, the API Services, or the Technical Specifications, in whole or in part;
• Interfere with, modify, disrupt, or disable features or functionality of any API, or the API Services, including without limitation any such mechanism used to restrict or control the functionality, or defeat, avoid, bypass, remove, deactivate, or otherwise circumvent any software protection or monitoring mechanisms of any API or the API Services;
• Use any API, the API Services, or the Technical Specifications in any manner to provide service bureau, time sharing, or other computer services to third parties;
• Export any API, the API Services, or the Technical Specifications outside the United States, either directly or indirectly.

Fees

Each Party shall be responsible for the cost of performing its own obligations under this Schedule. You are also responsible for the fees applicable to the API Services. The Corporate API Access Fee is $250.00 per month, unless otherwise varied by agreement amongst the Parties.

Liability for Use of API Services

You acknowledge and agree that:

1. Any submission of data to Bank, transmission of data by Bank, and/or execution of transactions by Bank, in each case whether by you or your agent through the API Services is performed on your behalf.
2. Bank shall have no liability to you or any third party for any use of the API Services by you or your agents, including, without limitation, liability arising from or related to improper or unauthorized use of the API Services, unless arising from the Bank’s willful misconduct or gross negligence.
3. You shall indemnify and hold Bank harmless from any and all losses, claims, demands, penalties, actions, causes of action, suits, obligations, liabilities, damages, delays, costs or expenses, including reasonable attorney’s fees, arising from your use of the API Services, including, without limitation, those arising from or related to improper or unauthorized use of the API Services, unless arising from the Bank’s willful misconduct or gross negligence.

Your use of API Services is subject to the liability and indemnification provisions of the Terms and Conditions Addendum of your business account.

Intellectual Property

Bank or its licensors own and shall retain all right, title, and interest in and to all intellectual property rights (including without limitation all patent, copyright, trademark, trade dress, trade secrets, etc.) embodied in or associated with the API Services, APIs, any Bank system, product, software or Service associated with the API Services, and the Technical Specifications for all of the foregoing, and any data, modifications, customizations, enhancements, changes, derivative works, derivations, or work product related thereto (collectively, the “Bank Property”). Except for the license granted to you hereunder, you are not acquiring, and will not acquire, any copyright, patent, or any other intellectual property right in the Bank Property. Any rights not expressly granted to you hereunder are reserved by Bank. You shall not take any action inconsistent with Bank’s ownership of the Bank Property. Without the prior written consent of Bank, you shall refrain from copying, reverse engineering, translating or modifying Bank Property or granting any other person or entity the right to do so. Upon the termination of this Schedule, you shall have no further rights to the use of Bank Property and shall make no claim thereto or against the use thereof by Bank or any other person or entity.

Waiver

No waiver or modification of any of the provisions of this Schedule shall be binding unless made in writing and signed by all of the Parties hereto. Either Party may, by an instrument in writing, waive compliance by the other Party with any term or provision of this Schedule on the part of the other Party to be performed or complied with. Failure of either Party at any time to require performance of any provision of this Schedule shall not affect the right at a later time to enforce the provision or any other provision. The waiver by either Party of a breach of any term or provision of this Schedule shall not be construed as a waiver of any subsequent breach.

Reliance

Bank shall be entitled when providing the API Services to rely upon the accuracy of information, data, and authorizations received from you.