1. INTRODUCTION

• 1.1 Thank you for using this Authenticator Application, a mobile authentication application for iOS and Android platforms (the "Authenticator"), which, inter alia, provides a solution for the requirements of strong customer authentication and dynamic linking set forth in the Payment Services Directive (EU) 2015/2366 (PSD2).
• 1.2 These Terms of Service (the "Agreement") are a legal and binding agreement between LHV Bank Limited ("LHV", "we", "our" or "us"), and you.
• 1.3 These Terms of Service set out the terms and conditions under which you may access and use the Authenticator and the Services (as defined below) provided by us via the Authenticator. By downloading and installing the Authenticator and using the Services, you agree to be bound by the terms and conditions of these Terms of Service.
• 1.4 We recommend that you thoroughly review these Terms of Service, as the same may be updated from time to time, before accessing or starting to use the Services and during your use of the Services. You must not access and use the Authenticator and the Services if you don’t agree to all of the terms and provisions of these Terms of Service.

2. DEFINITIONS

• 2.1 In addition to the capitalized terms defined elsewhere in these Terms of Service, the following capitalized terms, when used in these Terms of Service, shall have the meanings given to them as follows:

  1. "Authentication" means the process of your online authentication towards the Financial Institution and/or the authorization by you of Financial Account Actions, by means of Authentication Codes.
     "Authentication Code" means a unique identifier made of a combination of letters, numbers or symbols, generated, encrypted and transmitted to you by the Financial Institution, that you must digitally sign and send from your mobile device to the Financial Institution for verification, for the purpose of authenticating yourself and/or authorizing a Financial Account Action.
     "Financial Account" means an account accessible online held in your name by the Financial Institution.
     "Financial Account Action" means any instance of providing access to and/or any action with respect to your Financial Account carried out through a remote channel, for whose execution the respective Financial Institution requires your preliminary authentication and/or authorization.
     "Financial Institution" means LHV.
     "Services" means the functionality of the Authenticator aimed at enabling your Authentication, as described in more detail in clauses 4 and 5.

3. ACCEPTANCE OF AGREEMENT

• 3.1 By downloading and installing the Authenticator and by accessing and using the Services, you agree to be bound by the terms of these Terms of Service and also represent and warrant:

  1. (a) in the event that you are an individual, that you are at least eighteen (18) years old, or of the legal age of majority in the jurisdiction in which you reside;
     (b) that you have legal capacity to enter into these Terms of Service;
     (c) in the event that you act on behalf of a company, corporation, organization or other legal entity ("Legal Entity"), that you have the authority to bind that Legal Entity to these Terms of Service;
     (d) that you have carefully reviewed the terms and conditions of these Terms of Service.

• 3.2 If these Terms of Service is entered into on behalf of a Legal Entity, then all references to "you" and "your" in these Terms of Service shall refer to such Legal Entity, unless the context indicates otherwise, and the provisions hereof shall be applicable to such Legal Entity except for the provisions limited by the context to individuals.

4. SERVICES

• 4.1 During the term of these Terms of Service, we shall provide the Services to you via the Authenticator, in accordance with, and subject to the terms and conditions of these Terms of Service. The Services include:

  1. (a) the delivery of push notifications regarding the receipt of Authentication Codes;
     (b) the display of Financial Account Action details and of the requests for your authentication and/or for the authorization of Financial Account Actions, as generated by the Financial Institution;
     (c) the transmission of Authentication Codes between your mobile device and your Financial Institution.

• 4.2 Licence Grant. The Authenticator and the Services are protected by copyright, trade secret, and other intellectual property rights laws. We hereby grant you a personal, limited, non-exclusive, non-transferable, revocable, non-sublicensable, royalty-free right and licence to download and install the Authenticator on your mobile device for the sole purpose of enabling you to use and enjoy the benefit of the Services during the term of, and as permitted by, these Terms of Service. Except for the rights expressly granted to you in these Terms of Service, no other rights are granted by implication, estoppel or otherwise. You acknowledge that only LHV and its licensors shall have the right to maintain, enhance or otherwise modify the Authenticator and the Services.

• 4.3 Licence Restrictions. You shall use the Authenticator and the Services solely as permitted by, and contemplated in, these Terms of Service. Without limiting any other provision of these Terms of Service, you agree that you shall not (and will not allow any third party to), either directly or indirectly:

  1. (a) market, sell, licence, sublicence, lease, transfer or distribute, any element of the Authenticator and/or the Services;
     (b) reverse engineer, decrypt, decompile, decode, disassemble the Authenticator or any part thereof;
     (c) modify, copy, translate, or create derivative works based on, the Authenticator;
     (d) breach, override or otherwise circumvent any authentication or security mechanisms, or any user limits or other use restrictions that are built into the Services;
     (e) remove or obliterate any proprietary notices, ownership labels, classified legends or marks from the Authenticator and the Services;
     (f) indulge in any actions with the Authenticator and/or Services that meddle with, disturb, destroy, or access in an unlawful way the server networks, connections, systems, records, or other assets, tools or services of LHV or any related third party;
     (g) indulge in any actions with the Authenticator and/or the Services that could result in disruption of the Services;
     (h) transmit any worms, viruses, Trojan horses, or any other malware, disruptive or harmful software or data through your access to, and use of, the Authenticator and the Services;
     (i) access and use the Authenticator, Services or any part thereof for any unlawful or fraudulent purpose or otherwise in any way not permitted by these Terms of Service.

5. YOUR USE OF THE SERVICES

• 5.1 Authenticator Credentials. When installing the Authenticator on your mobile device, you will be required to establish an authentication procedure by means of providing your (or your authorized agent’s) biometric characteristics (a capture of facial image or fingerprint) or, alternatively, a PIN code (each and together, "Authenticator Credentials"). You will be required to provide the Authenticator Credentials each time you access the Authenticator.
• 5.2 Linking to Financial Accounts. You will be required to link the Authenticator to the relevant Financial Account, by scanning a QR code provided online by the Financial Institution or by accessing the deep link provided to you on the website of the Financial Institution. During the linking process you will be required by the Financial Institution to go through its own authentication flow. Following successful linking to the Financial Institution, you can start using the Authenticator and the Services in relation to the relevant Financial Account.
• 5.3 General Requirements. The Authenticator and the Services are available to you through a compatible mobile device and require internet access. You acknowledge and agree that you are solely responsible for the technical requirements relating to your access and use of the Services through your mobile device, including but not limited to: (i) any applicable charges, updates and/or additional fees of your telecommunications provider (internet service provider, mobile service provider and/or other data providers), and (ii) using the Services in compliance with the terms of your agreement with your telecommunications provider. You acknowledge and agree that we makes no warranties or representations of any kind, express, statutory or implied, as to whether the telecommunications services from your provider will be available and accessible at any time or from any location. We expressly disclaim any liability or responsibility for any loss, damage or security intrusion, for which your telecommunications services provider is responsible, as well as for any failure of your telecommunications service provider to transmit any data, communications or settings in connection with your use of the Services. You are responsible for the security of your internet connection, including for the correct configuring of your information technology device and for using adequate virus protection software.
• 5.4 Acknowledgement. While we will endeavour to ensure that the Services are available to you at any time during the term of these Terms of Service, we do not guarantee their continuous, uninterrupted or error-free operation and we shall not be liable to you if the Services are unavailable at any time for any reason. We may also temporarily restrict, suspend or deny access to the Services in case of: (I) emergency, Force Majeure, technical problems, system failure or degradation, scheduled or emergency maintenance, or an actual or suspected security incident; (II) suspicious activity, fraud or other illegal actions with respect to the use of Authenticator and/or Services by you or attributable by you; or (III) as a result you being in breach of your agreements with the Financial Institution.
• 5.5 Security Requirements. You are solely responsible for all activities and actions carried out from your mobile device via the Authenticator using the Authenticator Credentials. Any such activities and actions shall be deemed performed by you. You understand and acknowledge that, insofar as you use the Authenticator and the Services for the purpose of authenticating yourself towards your Financial Institution and/or authorizing Financial Account Actions, the security of your Financial Accounts relies, inter alia, on the safety of your Authenticator Credentials. You are solely responsible for maintaining the security of the Authenticator and Authenticator Credentials against any unauthorized access, use or disclosure. If you suspect that an unauthorized access to the Authenticator has occurred or that the Authenticator Credentials have been stolen, compromised or been made known to others, you must change them immediately.
• 5.6 Your Notification Obligations. Without prejudice to your obligations to us as the Financial Institution, You must immediately notify us at [email protected], if you suspect or become aware of an instance of unauthorized access to the Authenticator or of any loss, theft or unauthorized use or disclosure of your Authenticator Credentials. We reserve the right to deny you access to the Services (or any part thereof) if we reasonably believes that any loss, theft, or unauthorized use or disclosure of the foregoing information has occurred. Such denial of access may without limitation enable us to investigate said loss, theft or unauthorized use or disclosure (including in cooperation with the law enforcement authorities).

6. NO PROCESSING OF PERSONAL DATA

• 6.1 In providing the Authenticator and the Services, we does not collect, record, store, use, or otherwise process any of your personal data whatsoever. Any personal data involved in the provision of the Authenticator and the Services is either stored locally on your mobile device or transmitted by, or to, your us as your Financial Institution, without it being accessed, retained or coming in any other manner into our custody or control as part of the Authenticator and the Services.

7. PROPRIETARY RIGHTS

• 7.1 All rights, title and interest in and to the Authenticator and the underlying technology, including all intellectual property rights therein, are and will remain with us and our licensors. Authenticator and all other trademarks, service marks, graphics and logos used in connection with the Authenticator and the Services are trademarks or registered trademarks of us and our licensors. We do not grant you any right or licence to use, copy or reproduce any intellectual property and trademarks in connection with the Authenticator and/or the Services or the trademarks of any third party that may appear in the Authenticator and in connection with the Services.

8. FORCE MAJEURE

• 8.1 You hereby release LHV from any liability arising from a delay in performance or non-performance us under these Terms of Service caused by Force Majeure. "Force Majeure" means any circumstances that are caused by acts or events beyond our reasonable control, and could not be reasonably foreseen by us, including without limitation acts of God, normative acts issued by state or government institutions, strikes, lock-outs, war or any kind of military operations, blockade, epidemics, acts or threats of terrorism, errors or outages of public or private telecommunications networks, etc.

9. CHANGES TO THE AGREEMENT AND SERVICES

• 9.1 We reserve the right to change these Terms of Service at any time and from time to time to reflect changes in the applicable laws or regulations, technical or security requirements, the functionality of the Authenticator and/or the Services, or our business requirements. If we decide to change these Terms of Service in the future, we will post an appropriate notice at the top of this page. The changes to these Terms of Service will not apply retroactively and will take effect upon the expiry of fifteen (15) days from being posted, except that changes addressing new services or new functions of the Authenticator and changes made for legal reasons shall become effective immediately upon being posted. The date of the last update of these Terms of Service is set out at the bottom of this document. You acknowledge and agree that your continued access to and use of the Authenticator and the Services after the date of changes to these Terms of Service indicates your agreement to such changes.
• 9.2 We may in our sole discretion and at any time update or modify the Authenticator and/or the Services, add or remove functions, discontinue, temporarily or permanently, providing the Services or any part thereof, including without limitation due to technical reasons, security issues, regulatory and legal requirements, or business reasons. We or our licensors may also perform maintenance of the Services from time to time which may result in interruptions, delays or errors in the Services. You acknowledge and agree that any maintenance, modification, suspension or termination of the Services may be effected without prior notice. You further acknowledge and agree that your continued use of the Services after the date of changes to the Services indicates your agreement to such changes.

10. TERM AND TERMINATION

• 10.1 These Terms of Service become effective when you install the Authenticator on your mobile device and remains in force until terminated by either party. We may terminate these Terms of Service at any time and for any reason by posting an appropriate notice at the top of this page, such termination to become effective upon the expiry of ten (10) days from being posted. You acknowledge and agree that LHV in its sole discretion and without advance notice may immediately suspend or terminate these Terms of Service:

  1. (a) If we reasonably believes that you have breached any of the terms of these Terms of Service (including without limitation by using the Services to carry out fraud or other illegal or criminal activities). Depending on the type of your breach, we may take any and all actions as we reasonably deem appropriate and required or permitted by law, including without limitation notifying the competent law enforcement, government or regulatory bodies; or
     (b) if we are required by applicable law or by a competent law enforcement, government or regulatory body.

• 10.2 You may terminate these Terms of Service at any time for any reason by deleting the Authenticator from your mobile device.

• 10.3 Upon termination of these Terms of Service: (I) you must cease all use of the Authenticator, the Services and any other activities or actions permitted under these Terms of Service, (II) you must uninstall and delete the Authenticator from you mobile device; and (III) all rights and licences granted to you under these Terms of Service will be terminated.

• 10.4 Any termination of these Terms of Service (howsoever occasioned) shall not affect any accrued rights or liabilities of either party, nor shall it affect the coming into force or the continuance in force of any provision hereof which is expressly or by implication intended to come into or continue in force on or after such termination.

11. DISCLAIMER OF WARRANTIES

• 11.1 Subject always to clause 11.2 and clause 12.2, you acknowledge and agree that to the maximum extent permitted by applicable laws:

  1. (a) we offer the Authenticator and the Services on an "as is" and "as available" basis and does not assume responsibility or liability for any use of, or reliance on, the Authenticator and the Services, or any information provided through the Services, or for the reliability of such information, or for any disruptions to, or delay in, the provision of the Services;
     (b) we make no warranties or representations, express, statutory or implied, as to the accuracy, timeliness, comprehensiveness, completeness, quality, functionality, reliability, currency, error-free nature, compatibility, security, data loss, non-interference with, or non-infringement of, any intellectual property rights, or fitness for a particular purpose of the Authenticator and the Services or any information provided through the Services; and
     (c) we do not guarantee the adequacy of the Services or compatibility and security thereof to your computer equipment and do not warrant that the Services, their infrastructure or any communications transmitted via the Services will be free of viruses or secure against hacking attacks.

• 11.2 The exclusion of the warranties set forth in clause 11.1 shall apply to the maximum extent allowed by the applicable laws in your jurisdiction.

12. LIMITATION OF LIABILITY

• 12.1 You acknowledge and agree that, to the maximum extent permitted by applicable laws, we shall not be liable, in contract, tort or otherwise, for any direct, indirect, incidental, special, punitive, reliance, consequential or exemplary damages, including but not limited to damages for, relating to or arising from: (I) loss of profits, (II) loss of use; (III) delays or business interruptions; (IV) failure of telecommunications, the internet, electronic communications, (V) loss of business revenue or investment, (VI) use of software or hardware that does not meet our or our licensor’s system requirements, (VII) damage to goodwill, reputation, data or other intangible losses, and/or (VIII) the use of, or the inability to use, the Services. To the maximum extent permitted by applicable laws, the above limitations apply even if we have been advised of, or should have foreseen, or had other reason to know, the possibility of such damages.
• 12.2 Nothing in these Terms of Service is intended to or shall exclude or limit our liability: (I) for death of personal injury caused by our negligence, (II) for fraud and/or fraudulent misrepresentation, (III) for our willful misconduct or gross negligence, (IV) in respect of our obligations to you under applicable law and any other agreement we have in place with you as the Financial Institution, and/or (V) which cannot be excluded, limited, modified or restricted under the applicable laws and/or regulations. All statutory rights that are or may be available to you relating to the provision of Services under these Terms of Service shall not be impaired or affected.

13. INDEMNIFICATION

• 13.1 You agree to indemnify, defend and hold us and our officers, directors, employees, and suppliers harmless from all losses, damages, fines, penalties, costs and expenses (including without limitation reasonable attorney’s fees) incurred or suffered by us as a result of: (I) your use of the Services, (II) a breach by you of any of the terms of these Terms of Service or applicable laws, (III) your infringement of any intellectual property rights or any other rights of third parties, and/or (IV) fraud committed or fraudulent misrepresentation made by you.

14. LAWS AND JURISDICTION

• 14.1 These Terms of Service shall be governed by, and construed in accordance with, the laws of England and Wales. Any dispute or claim arising out of, or in connection with, these Terms of Service and its existence, validity or termination (including non-contractual disputes or claims) shall be subject to the exclusive jurisdiction of the courts of England and Wales.

15. GENERAL PROVISIONS

• 15.1 Entire Agreement. These Terms of Service constitutes the entire agreement and understanding between you and us with respect to access to and use of the Authenticator and Services and replaces all prior understandings, communications and agreements, whether oral or written, regarding the subject matter hereof.
• 15.2 Severability. If any provision of these Terms of Service is held to be illegal, invalid, void or unenforceable, in whole or in part, by any court of competent jurisdiction, the remainder of the terms and provisions set forth herein shall remain in full force and effect and shall in no way be affected, impaired or invalidated thereby. Such illegal, invalid, void or unenforceable term or provision or part thereof shall be deemed modified to the extent required to render it enforceable in such jurisdiction, failing which, it shall be severed from these Terms of Service, which shall continue in full force and effect and be binding upon the parties hereof. The prohibition or unenforceability of a provision of these Terms of Service in any jurisdiction shall not invalidate such provision in any other jurisdiction.
• 15.3 Assignment. You cannot assign, sub-licence or transfer any or all of your rights or obligations under these Terms of Service to anyone without our or our licensor’s prior written approval. However, we in our sole discretion may assign or transfer these Terms of Service, in whole or in part, without your consent to a third party provided however that such assignment shall not affect your rights or our obligations to you under these Terms of Service.
• 15.4 Non-Waiver. No failure or delay on the part of either party in exercising any right, power or remedy under these Terms of Service shall operate as a waiver thereof, and no single or partial exercise of any such right, power or remedy shall preclude any other or further exercise thereof, or the exercise of any other right, power or remedy.
• 15.5 Third Parties. A person who is not a party to these Terms of Service cannot enforce or enjoy the benefit of any term or provision of these Terms of Service.
• 15.6 Headings. The headings and captions used in these Terms of Service are used for convenience only and are not to be considered in construing or interpreting these Terms of Service.

16. COMPLAINTS AND ENQUIRIES

• 16.1 In case of any questions or complaints regarding these Terms of Service, Authenticator or the Services, please contact our customer support team at [email protected].