Website Visitor Agreement

Last updated November 23, 2022

Welcome to Sila! Thank you for visiting us at silamoney.com (the “Website”), where you can find information about software products and other content related to Sila, which is a financial software company supporting financial technology companies and software application developers to help make payments programmable and as fast and simple as possible.

For the purposes of this Visitor Agreement (this “Agreement”), the Website consists of each of the following:

silamoney.com and any other website that identified as part of silamoney.com, including but not limited to docs.silamoney.com, community.silamoney.com (the “Community”), and console.silamoney.com (the “Console”).
The mobile version or versions of the above websites, if any.
Widgets, tools, and content from the above websites that Sila displays on third-party websites or in third-party software applications.
Products, services, or information that Sila may provide to you by email, text, chat, or other communication medium.

Sila is providing you with access to use the Website and any underlying products or services available in part or in whole via the Website subject to the provisions of this Agreement. This Agreement is a legally binding agreement between you and “Sila” (Sila Inc., also referred to as Sila Money Inc., together with its subsidiaries and affiliates), so please read it carefully. You represent and warrant to Sila that you have all necessary authority to assent to this Agreement, perform the acts required of you under this Agreement, and submit any content you wish to submit to the Website in accordance with this Agreement’s requirements.

By accepting this Visitor Agreement, or by using the Website or viewing its content, you agree to be bound by all provisions of this Visitor Agreement. If you do not agree to this Visitor Agreement, then you must immediately navigate away from the Website without registering for any service.

Sila reserves the right to change the provisions of this Visitor Agreement at any time and without providing notice to you. The date of the most recent version of this Visitor Agreement will appear at the top of this page. Accordingly, you should visit this Visitor Agreement periodically to review its provisions and note any changes that may affect you.

1. Your Use of the Website

General Prohibition. You may not publish or submit any content to the Website containing any software viruses or malware or otherwise use the Website in an attempt to in any way hack, infect, corrupt, steal from or otherwise do harm to Sila or the Website, any Website components, underlying systems, or user accounts or software connected via the Website. Violations of system and network security protocols, which includes but is not limited to each of the following, are strictly prohibited and may subject you to criminal and civil liability: (i) any automated use of the system; (ii) use of software allowing your account to stay logged in while not actively using your account; (iii) unauthorized access to or use of data, systems, or networks, including any attempt to test the vulnerability of systems or networks; and (iv) any breach of security or authentication measures without the express authorization of the owner of that system or network.
‍Violations of Law. Sila may investigate incidents involving violations of the prohibitions specified above, any other violations of this Agreement, and any Website user activity that constitute or may constitute violations of applicable laws, regulations, or rules. You agree you understand that Sila may report any of this kind of activity to, and cooperate with, law enforcement, with or without receiving a subpoena or other legal process.
‍Engaging with Third Parties. You understand and agree you are solely responsible for your actions and decisions when using the Website, including when interacting with Sila personnel or meeting other people or companies via the Website or by virtue of the services provided in part or in whole via the Website. You understand that neither the Website nor Sila perform any psychological evaluations or background checks on the individuals who may use the Website or services offered through the Website. You agree to take all reasonable precautions necessary before interacting with or meeting others through the Services or services offered through the Website, which includes but is not limited to exchanging email or other contact information, giving out personal information, or meeting in a public place.

2. Privacy of Your Information

You warrant you understand and agree to be bound by the Sila Website Privacy Statement, available at silamoney.com/legal/website-privacy-statement. Additionally, you warrant you are aware that disclosure of your name, contact information, street address, or other personal information (“Personal Identifying Information”) via the Website raises potential privacy concerns and may result in solicitations from third parties or unwanted communications. Sila disclaims any and all responsibility or liability arising from your disclosure of Personal Identifying Information in any communication medium, space, or forum available for access by other users, third parties, or the general public via the Website.

3. Your Use of the Console

Console Registration. Before you may use the Console (at console.silamoney.com), you must first register by providing Sila with your email address and establishing a password, as well as other information, including your first and last name, company name, and phone number (your “Console Registration Information”). You agree not to register on behalf of another person or to impersonate any person or entity. You agree not to use a false email address or otherwise deceive or mislead other Website users or Sila as to your identity or the origin of any content you may submit to the Website. You also agree not to provide any Console Registration Information that suggests that you are a representative of an entity of which you are not a representative, incorporates a solicitation, or includes any profanity or offensive language. You are responsible for maintaining the confidentiality of your password. You are responsible for all activity on the Console performed by or in connection with your registered user account, including by any third-party use of your email, username, or password. Your Console account is unique to you, and you are strictly prohibited from transferring it to another person. You must notify Sila immediately if you know of or suspect any unauthorized use of your account or your Console Registration Information. You must be at least 16 years old to use the Console or provide Console Registration Information. Accordingly, by agreeing to be bound by this Agreement and providing Console Registration Information, you represent to Sila that you meet these requirements.
‍Content Ownership. Notwithstanding Section 2 of this Agreement, you agree that any information you submit to the Console other than your Personal Identifying Information, if any, including any feedback you may provide about Sila’s services or the Website, including the Console, is exclusively owned by and is the proprietary material of Sila.
‍Confidential Information. You agree that all documents, materials, and other information provided to you or otherwise available for access via the Console are strictly the confidential or proprietary information of Sila, which may also include but is by no means limited to trade secrets, unpublished inventions, software components, processes, product or service specifications, business plans or strategies, transaction data, financial information, and the identities of other users, clients, or providers, as well as all other information you should reasonably infer to be confidential and any copies, abstracts or derivatives (“Confidential Information”). Confidential Information includes information delivered to you or made available for access via the Console by Sila’s partners or suppliers, or by Sila’s or its partners or suppliers’ officers, directors, employees, affiliates, agents, or advisors. Confidential Information does not, however, include information that (i) is or becomes publicly available, or has entered the public domain, through no breach of this Agreement or wrongful act by you; (ii) is rightfully received by you from a third party without breach of that third party’s duties or obligations regarding Confidential Information, where you are reasonably unaware and not willfully blind whether that information was obtained by the third party directly or indirectly from Sila; (iii) is approved for release by Sila’s written authorization and only to the extent provided under that written authorization; and (iv) is independently developed by you without use of any of the Confidential Information, as demonstrated by documentary evidence.
‍Your Confidentiality Obligations. The Console interface, design, infrastructure, and other content contain proprietary and confidential information. To preserve its confidentiality, it has been transmitted to you encoded. You may not disclose or dispose of this content to any third person without the prior express consent of the content owner. You are responsible for holding Sila’s Confidential Information in strict confidence and are strictly prohibited from disclosing it to any third party other than for the limited purpose of accessing or using Sila’s services or engaging in appropriate and lawful activities via the Console, in which case you must obtain written assurances from those third parties that they will protect the Confidential Information to at least the same degree of care required under this Agreement and dispose of any retained downloads, copies, abstracts, or derivatives of Confidential Information in their possession upon fulfillment of the above limited purpose. Likewise, upon either your or Sila’s revocation of this Agreement, you must promptly destroy any retained downloads, copies, abstracts, or derivatives of Confidential Information then in your possession. You may disclose Confidential Information only to those of your officers, directors, employees, affiliates, agents, or advisors (your “Representatives”) who have a need to know or use the Confidential Information, as applicable, for the purposes of engaging in appropriate and lawful activities via the Console in accordance with any requirements or specifications imposed on you or your company unilaterally by Sila in writing. You are required to employ all reasonable and prudent steps necessary to maintain full protection of the Confidential Information from unsanctioned, unauthorized, or inadvertent disclosure. If you are required by applicable law, regulation, or legal process to disclose any Confidential Information, then you must promptly notify Sila of that requirement in writing (subject to applicable law) to afford Sila or its partners or suppliers an opportunity to seek an appropriate remedy or protective order, and, after notice and absent availability of any remedy or protective order, you may disclose the Confidential Information but only to the limited extent specifically required for disclosure. Additionally, you agree to (i) inform all your Representatives of the protected nature of all Confidential Information; (ii) assume responsibility for your Representatives’ compliance with the terms of this Agreement; and (iii) accept liability for the acts, omissions, or defaults of all third parties with whom you may share Confidential Information.

4. Your Use of the Community

Community Registration. Before you may use the Community (at community.silamoney.com), you must first register by providing Sila with your email address and establishing a username and password. You agree not to register on behalf of another person or to impersonate any person or entity. You agree not to use a false email address or otherwise deceive or mislead other Website users or Community moderators as to your identity or the origin of any content you may submit to the Website. You also agree not to provide any email address or username that suggests that you are a representative of an entity of which you are not a representative, incorporates a solicitation, or includes any profanity or offensive language. You are responsible for maintaining the confidentiality of your password. You are responsible for all activity on the Console performed by or in connection with your registered user account, including by any third-party use of your email, username, or password. Your Console account is unique to you, and you are strictly prohibited from transferring it to another person. You must notify Sila immediately if you know of or suspect any unauthorized use of your Community account. You must be at least 16 years old to use or register for the Community. Accordingly, by agreeing to be bound by this Agreement and registering for the Community, you represent to Sila that you meet these requirements.
‍Prohibited Use. You are required to self-moderate and self-censor any content you submit, because you are strictly prohibited from publishing or submitting any content to the Community or the Website that is indecent, profane, obscene, pornographic, abusive, harassing, bullying, threatening, misleading, illegal, or defamatory, or that otherwise interferes with the ability of other to use and enjoy the Community. You agree that, except with Sila’s express, written prior consent, you will not upload, post, email, transmit, or otherwise use the Community or any Community forum to make or distribute any unsolicited or unauthorized advertising, contests, sweepstakes, survey requests, or promotional materials, to campaign for any political cause, or to implore other Website users to take actions that are intended to further a personal or commercial purpose. You additionally agree not to use information supplied via the Community or any Community forum to do any of the above, by email or any other method. You agree not to gather public email addresses from Website user profiles or harvest or collect other information about other users from the Website, including usernames, or use any of that information for the purpose of sending unsolicited bulk communications or for any other purpose. You may not use or provide to any person or entity, whether or not for a fee, any directory of or information regarding other Website users.
‍Content Management. Sila reserves the exclusive right to review, remove, or decline to display any content you might publish to or otherwise submit via the Community; provided likewise, however, Sila also reserve the exclusive right to display or decline to remove any publish or submitted content, even if the display or declination violate this Agreement. While Sila has no obligation to do so, it may monitor certain content you or other Website users may publish or submit, provided that monitoring may not be performed on a “real-time” basis, so you may see content submitted by other Website users that violates this Agreement before Sila does. Please report these issues to Community moderators via the Community interface. Sila does not make any promises as to what actions it will or will not take with respect to any Website user-submitted content, and you should therefore infer no promises either from this Agreement or any communication from Sila. User-submitted content posted on Community forums may be revised or deleted after it is posted. You understand that Website user-submitted content is based on the individual opinions and experiences of those users, which may vary significantly from one person to the next. Sila does not endorse or guarantee the accuracy of any of this content, and you agree that Sila is not responsible for the accuracy of any of this content and will not be liable for any damages you may incur as a result of its submission or use.

5. Agreement Violations and Access Revocation

If you violate this Agreement, you and any company of which you may be an agent or representative may be banned permanently from using some or all services or features made available in part or in whole via the Website. If Sila terminates or deactivates your registration or access to any component of the Website or related services, then you agree not to re-register, and you acknowledge that Sila may delete your account, any account username and password, and any content you may have submitted to or published on any part of the Website. You agree and certify you understand that Sila, in its sole and absolute discretion, reserves all rights and remedies available in law or equity to redress any violation of this Agreement, and to take action to nullify, block, or deny your ability to access or engage with or submit content on or through the Website.

6. Electronic Communications

When you visit the Website or send an email or other electronic communication to Sila, you are communicating with Sila electronically, and you therefore consent to receiving communications from Sila electronically. Sila may communicate with you by email or by posting notices on the Website. You agree that all agreements, notices, disclosures, and other communications that Sila may provide to you electronically or that you provide to Sila electronically satisfy any legal requirement that the communications be in writing. You understand and agree that Sila may send you certain communications in connection with your use of the Website and any services made available in part or in whole via the Website, such as service announcements and administrative messages. You additionally understand and agree you will not be able to opt out of receiving electronic communications, and that Sila may send you copies of any periodic newsletters or similar informative communications it sends to registered Website users; provided, however, you will be able to opt out of receiving future issues at any time. Any communications sent to you personally concerning your participation with the Website or related matters are not intended to be made public, and you agree not to post those communications in the Community or elsewhere on the internet or any other public forum.

7. Disclaimers of Liability and Warranty

Caveat Emptor. All materials, information, software, products, and services included in or available in part or in whole via the Website are provided “as is” and “as available” for your use. The Website and all materials, information, software, products, and services included in or available through the Website are provided without warranties of any kind, either express or implied, including but not limited to implied warranties of merchantability, fitness for a particular purpose, and noninfringement. We and the other entities from whom we obtain content do not warrant that (i) the materials, information (including prices), software, products, or services included in or available through the Website are accurate, reliable, or correct; (ii) the Website or any Website content or feature will be available at any particular time or location; (iii) any defects or errors will be corrected; or (iv) the Website is free of viruses or other harmful components. Your use of the Website is solely at your own risk. These disclaimers will apply to the fullest extent permitted by applicable law.
‍Pricing Information. No prices, fees, discounts, referrals, incentives, or other information displayed on the Website should be deemed to constitute any offer to enter a contract for Sila’s services. Sila expressly disclaims the accuracy or currency of this information if related to the services of a third party, such as one of Sila’s partners, customers, or suppliers. Before entering a contract for the Sila services, and before making any payments on or through the Website or with any person or entity to whom you were introduced through the Website, you should confirm with Sila or your other payee any information (including prices and available incentives or rebates) that is important to your decision.
‍Information on Services. Sila gives no assurances as to the accuracy, completion, or currentness of any advice, recommendation, or guidance provided via the Website, or via other means of electronic communications or content disbursement, such as in press releases, in communications between Sila’s account representatives or other staff and third parties, or in any other medium, or that are provided by other Website users. Sila does not warrant the accuracy of, or assume any responsibility for, any errors or omissions in any information, advice, recommendations, or guidance provided by Sila staff, partners, suppliers, or other Website users.
‍Third-Party Marketing Materials. The Website may display third-party advertisements, promotions, or other marketing materials, some of which may be identified in relation to Sila’s “partners,” “vendors,” “customers,” or “suppliers,” and Sila does not operate any external websites that are linked or referenced in Website content, which may include sites offering the sale of third-party products or services. While you are welcome to visit these external sites and review the opportunities those sites offer, Sila does not control, endorse, or guarantee the content of any advertising, promotions, or other marketing materials displayed on these sites. Sila is not responsible for any third-party claims, or for any third-party products or services, and Sila does not guarantee or warrant the prices, terms, quality, reliability, or performance of any third-party products or services. You agree that Sila is not responsible for, and is not liable for any loss or damage of any kind arising in connection with your reliance on, any (i) advertising, promotions, or marketing materials that Sila, its partners or suppliers, or other Website users may display to you, whether via the Website or by other means; (ii) content, services, or products on or provided through any third-party site; or (iii) third-party advertising, promotions, or other marketing materials, or your use of third-party content, services, or products. Sila does not co-sponsor, operate, endorse, or guarantee any sweepstakes, contest, reward, or similar offer that may be promoted from time to time by third parties or that may be accessible through links from the Website.
‍Your Personal Information. If you separately authorize Sila, via the Website or otherwise in writing, to collect and share with partners, suppliers, or other third parties your personally identifying information in connection with any referral or your use of third-party products or services, then, notwithstanding Section 2 of this Agreement, Sila expressly disclaims any responsibility for use of your personally identifiable information by those third parties with whom you authorized Sila to share that information.

8. Limitation of Liability

Under no circumstances will Sila or its suppliers be liable to you for any direct, indirect, punitive, incidental, special, or consequential damages resulting from use of or inability to make use of, the Website. This limitation applies regardless whether the alleged liability is based on contract, tort, negligence, strict liability, or any other legal theory, even if Sila or its suppliers have been advised of the possibility of damages, and even under circumstances that cause any exclusive remedy under this Agreement to fail of its essential purpose. This limitation of liability will apply to the fullest extent permitted by applicable law.

9. Indemnification

You agree you will be responsible for any damages resulting from any violation of this Agreement. You further agree to indemnify and hold harmless Sila, as well as its officers, directors, agents, and employees, from any claim or demand, including reasonable attorneys’ fees, made by any third party arising from (i) your violation of this Agreement; (ii) any breach of any representation you made under this Agreement; or (iii) any violation of any law or the rights of any third party (including any right of publicity, right of privacy, intellectual property right, or any other proprietary right) that occurs in connection with your use of the Website.

10. Intellectual Property

Ownership and Use. Website content is protected by copyright and other intellectual property laws, with all proprietary rights and title belonging to Sila or its partners, customers, or suppliers. You may display, reformat, print, or save content as necessary for personal reference, and you may use this content only for your own personal, non-commercial purposes. Notwithstanding the limited permissible use specified above, you are strictly prohibited from reproducing, electronically transmitting, or otherwise copying any Website content for any purpose whatsoever without the express written consent of the content owner.
‍Copyright and Trademark Complaints. Sila respects the intellectual property of others. If you believe your work has been copied by Sila or by any third party on the Website in any manner considered to be copyright or trademark infringement, then please email Sila’s legal department at legal@silamoney.com and provide the following information, in writing: (i) an electronic or physical signature of the person authorized to act on behalf of the owner of the copyright or trademark interest; (ii) a description of the copyrighted work you claim has been infringed; (iii) a description of where the material you claim is infringing is located on the Website, including the URL of the particular page or pages on which it appears; (iv) your first and last name, telephone number, and email address; (v) your statement that you have a good-faith belief the disputed use is not authorized by the copyright owner, its agent, or applicable law; and (vi) your statement, made under penalty of perjury, that the above information in your notice is accurate and that you are the copyright owner or are authorized to act on the copyright owner’s behalf. Please note this procedure is exclusively for notifying Sila of potential copyright or trademark infringement.

11. Miscellaneous

Entire Agreement. This Agreement constitutes the entire agreement between you and Sila with respect to your use of this Website and governs the terms and conditions of your Website use. This Agreement therefore supersedes and merges all prior or contemporaneous communications or proposals, whether electronic, oral, or written, between you and Sila with respect to the Website and relationship contemplated by this Agreement. Notwithstanding the foregoing, you may also be subject to additional terms and conditions or posted policies, guidelines, or rules that may apply when you use the Website or any product, service, or feature described on or available in whole or in part through the Website.
‍Modification. Sila may modify this Agreement from time to time, in its sole discretion, without providing notice to you of any kind. If modified, the date of the most recent version of this Agreement will appear at the top of the page. Your continued use of this website after any modification of this Agreement is published signifies and confirms your acceptance of any corresponding changes.
‍Jurisdiction and Attorneys’ Fees. This Agreement, your and Sila’s rights and obligations under this Agreement, and your use of the Website will be governed by and construed in accordance with the laws of the State of Oregon without regard to the state’s conflicts of law principles. You agree that, unless Sila makes an express waiver or brings an action in a different jurisdiction, the state and federal courts in the State of Oregon have exclusive jurisdiction for any claim or action arising out of or related to this Agreement or your use of the Website. You further agree (i) to submit to the exercise of personal jurisdiction of Oregon federal and state courts for the purpose of litigating any above claim or action; and (ii) not to file or bring any claim or action in any other jurisdiction. In the event of any action to enforce or interpret this Agreement in a court or tribunal of competent jurisdiction, you agree and certify you understand that the prevailing party will be entitled to collect reasonable attorneys’ fees and costs.
‍Severability. If any provision of this Agreement is deemed invalid, void, or for any other reason unenforceable by a court or tribunal of competent jurisdiction, then that provision will be deemed severed from this Agreement and will not not affect the validity and enforceability of any other provision of this Agreement or this Agreement as a whole.
‍Notices under Agreement. Any notice required or otherwise contemplated under this Agreement must be in writing and (except for notices related to complaints of copyright or trademark infringement under Section 10(b) of this Agreement) sent by first-class mail or courier to the following address, with postage paid and return receipt requested: Sila Inc. (Attn: Legal), 1022 NW Marshall Street, Suite 480, Portland, OR 97209.