Terms Of Use

Paysafe Developer Center Terms of Use

Date: 29 November 2016

PLEASE READ THESE TERMS OF USE CAREFULLY BEFORE USING THE PAYSAFE DEVELOPER CENTER (THE “SITE”). BY ACCESSING THIS SITE, YOU AGREE TO BE BOUND BY THESE TERMS OF USE. IF YOU DO NOT AGREE TO THESE TERMS OF USE, DO NOT ACCESS THIS SITE.

Paysafe encourages you to review the Terms of Use from time to time so that you are aware of any changes. The Terms of Use that are applicable to you at any given time are the then-current Terms of Use. You should print a copy of these Terms of Use and we suggest retaining a copy for your future reference.

These Terms of Use apply to your access to, and use of, the Site and use of the Developer Tools. Paysafe reserves the right to change these Terms of Use at any time, at its own discretion and without notice to you, by posting a revised version to the Site. The revised version will be effective at the time we post it.

PAYSAFE RETAINS THE RIGHT TO DENY ACCESS TO THIS SITE TO ANYONE AT ITS COMPLETE DISCRETION FOR ANY REASON, INCLUDING FOR VIOLATION OR SUSPECTED VIOLATION OF ANY OF THESE TERMS OF USE.

Definitions

The following defined terms used in these Terms of Use shall have the following meanings:

Term Description
Account means the developer account registered by a Developer with Paysafe via the Site;
Affiliates means, in relation to a party, any entity that is controlled by, controls or is under common control with, directly or indirectly, such party. For this purpose, “control” of any entity or party means ownership of a majority of the issued shares or voting power of an entity or party or the power to direct or cause the direction of the management and policies of an entity or party, whether through ownership of voting securities, by contract or otherwise;
APIs means each of Paysafe's proprietary application programming interfaces, which are used by Developers to interface with Paysafe’s Services;
Application means any third party software application using any part of the Developer Tools (which may run on a web-based platform or non-web-based platform);
Code means any software source code made available on or accessible via the Site;
Confidential Information has the meaning given to it in paragraph 8.1;
Developer you are considered to be a Developer if you access or use the Developer Tools for any purpose including building an Application, irrespective of whether your use is for your own benefit or as a third party service provider or software publisher;
Developer Tools means the APIs, Code, Documentation and the Test Site;
Documentation means any technical specifications or other documentation provided on the Site;
Feedback has the meaning given to it in paragraph 7.1;
Intellectual Property Rights means ideas, inventions, discoveries, improvements, modifications, enhancements, trade secrets, designs, business models, software, derivatives, know-how, processes, methodologies, technical information, data, test results, information, concepts, and works of authorship, whether patentable or not and whether reduced to practice or not, and all related intellectual property, including, but not limited to, patents and patent applications (including but not limited to all reissues, continuations, continuations-in-part, revisions, extensions, divisionals, designs and reexaminations thereof), copyrights, mask works, trademarks, trade secrets, and other forms of intellectual property protection related thereto, including all applications, certifications and registrations therefor;
Paysafe

means Paysafe Limited, a company incorporated in England and Wales, whose registered address is at

Paysafe Group plc, Audax House, 6 Finch Road, Douglas, IM1 2PT, Isle of Man

, and each of its Affiliates from time to time, and the use of “we”, “our” or “us” in these Terms of Use shall be construed, as appropriate in the relevant context, as meaning “Paysafe” as defined here;

Paysafe IP has the meaning set out in paragraph 6.1;
Services means the services provided by Paysafe from time to time;
Site the website and associated web pages where the Paysafe Developer Center is located and where the Developer Tools, Live Chat and Blogs are made available;
Support has the meaning given to it in paragraph 4.1;
Test Site means the website provided by Paysafe where you may test your Applications; and
Trademarks has the meaning set out in paragraph 6.2.

Terms

1. Use of the Developer Site
1.1 The use of the Site and the Developer Tools is entirely at your own risk; you remain at all times responsible for your Application and its maintenance and use. Paysafe does not and will not provide any certification or testing in respect of your Application.
1.2 Your use of the Developer Tools is subject to the license granted to you under these Terms of Use. You may only use the Developer Tools for the purpose of creating an Application for facilitating the receipt of Paysafe Services.
1.3 You acknowledge that you will be unable to use your Application to process live payment transactions unless you (or a merchant using your Application, if applicable) enter into an agreement for the provision of Services with Paysafe.
2. License
2.1 Subject to these Terms of Use and while they remain in effect, Paysafe grants you a revocable, non-exclusive, non-transferable license to access, integrate and use the Developer Tools in your Application for the sole purpose of testing your Application and facilitating the receipt of Paysafe’s Services. This license grant includes the Developer Tools and any updates, upgrades, new versions and replacement Developer Tools.
2.2 You may sub-license your rights set out at paragraph 2.1 (and no additional rights) only so far as is necessary in order for a client or customer of yours to use your Application to receive Paysafe’s Services.
2.3 You acknowledge and agree to the following restrictions:
2.3.1 without prejudice to paragraph 2.2, you may not rent, lease or otherwise transfer your rights to use the Developer Tools to a third party;
2.3.2 Paysafe may change or discontinue any Developer Tools or any part thereof at any time, without notice to you;
2.3.3 you agree not to alter, reproduce, adapt, distribute, display, publish, reverse engineer, translate, disassemble, decompile or otherwise attempt to derive any source code from the Developer Tools;
2.3.4 you will not create a method for sending or receiving payments that will result in the sender or recipient avoiding or overpaying Paysafe’s fees;
2.3.5 no part of API documentation may be reproduced or transferred in any form or by any means without the express written consent of Paysafe;
2.3.6 you may not create an Application or enable receipt of Paysafe’s Services that are designed to, or have the effect of, circumventing Paysafe’s rules and policies as described in any policy document or legal agreement.
2.4 You acknowledge that all rights, title and interest to Paysafe’s software and all Developer Tools are owned by Paysafe.
2.5 Any third party software application you use is subject to the license you agreed to with the third party that provides you with the software. Paysafe does not own, control nor have any responsibility or liability for any third party software application you elect to use in connection with the Paysafe’s Services.
3. Testing
3.1 You may test your Application on our Test Site provided you have registered for an Account and we have provided you with an access key. The information you provide to us will be held in accordance with our Privacy Policy.
3.2 You agree that:
3.2.1 you will at all times keep the access keys or any other authentication information or passwords we provide to you confidential and not disclose any of them to any other person;
3.2.2 you will only use anonymous, non-live data in the Test Site;
3.2.3 you will not use any robot, spider, or other automatic process to create accounts for Test Site use;
3.2.4 you will not take any action that imposes an unreasonable or disproportionately large load on our infrastructure, unless you have our prior written consent, or take any other action which abuses the Site and/or the Test Site or causes a denial of service to other users;
3.2.5 you will not tamper with, hack, modify or otherwise bypass or compromise the security or functionality of the Paysafe’s Services, the Site or the Test Site; and/or
3.2.6 you will not create a web page or site or computer application of any kind that deep links to or frames this Site, any page of this Site, or any graphics, trademark or other proprietary information of any kind located on this Site without Paysafe’s express written permission.
3.3 You agree that Paysafe will not be liable to you or any third party for any modification or cessation of Developer Tools. All accounts and transactions made in the Test Site are not real and no real money is transferred.
3.4 The Test Site is provided to you on an “as-is” basis and Paysafe does not guarantee up-time or availability.
4. Support
4.1 Paysafe may provide you with support or modifications for the Developer Tools (“Support”) in its sole discretion. Paysafe may terminate such Support at any time without notice to you. Paysafe may change, suspend, or discontinue any aspect of the Developer Tools, at any time, including the availability of any Paysafe APIs. Paysafe may release subsequent versions of APIs or Code, and you may be required to use those subsequent versions. Paysafe may also impose limits on certain features and services or restrict your access to parts of or all of the Developer Tools without notice or liability.
4.2 Paysafe is under no obligation to review, update, maintain, amend, or make any other changes to the Developer Tools. You use the Developer Tools entirely at your own risk.
5. Representations and Warranties
5.1 THIS SITE, THE DEVELOPER TOOLS AND ALL CONTENT CONTAINED HEREIN ARE PROVIDED TO YOU “AS IS,” AND “AS AVAILABLE” AND ALL WARRANTIES, EXPRESS OR IMPLIED, OR ARISING BY STATUTE, OPERATION OF LAW, USAGE OF TRADE, COURSE OF DEALING, OR OTHERWISE, ARE HEREBY DISCLAIMED, INCLUDING BUT NOT LIMITED TO ANY WARRANTY OF MERCHANTABILITY, TITLE, NON-INFRINGEMENT, QUALITY OR ACCURACY OF INFORMATION, OR FITNESS FOR A PARTICULAR PURPOSE.
5.2 WITHOUT LIMITATION, PAYSAFE DISCLAIMS ALL WARRANTIES REGARDING THE AVAILABILITY OF THE SITE AND THE DEVELOPER TOOLS, THAT THE SITE AND THE DEVELOPER TOOLS WILL OPERATE ERROR-FREE, THAT DEFECTS WILL BE CORRECTED OR THAT THE SITE IS FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS. YOU EXPRESSLY ACKNOWLEDGE THAT COMPUTER NETWORK-BASED SERVICES MAY BE SUBJECT TO OUTAGES, INTERRUPTIONS, ATTACKS BY THIRD PARTIES AND DELAY OCCURRENCES. YOUR USE OF THIS SITE AND THE DEVELOPER TOOLS IS AT YOUR OWN RISK, ANY CONTENT DOWNLOADED OR OTHERWISE OBTAINED THROUGH THIS SITE IS PROVIDED AT YOUR OWN RISK, AND YOU ARE SOLELY RESPONSIBLE FOR ANY DAMAGE TO YOUR COMPUTER SYSTEM OR ANY DATA LOSS THAT MAY RESULT FROM YOUR USE OF THE SITE, INCLUDING WITHOUT LIMITATION, DAMAGE RESULTING FROM COMPUTER VIRUSES. The forgoing disclaimers apply to the extent permitted by applicable law.
6. Intellectual Property
6.1 You acknowledge and agree that except for the rights and licenses expressly granted to you in these Terms of Use, Paysafe owns, and shall retain, all right, title and interest in and to the Developer Tools, the Site and its contents, any derivatives of the foregoing, Trademarks and all Intellectual Property Rights therein or associated therewith (collectively, “Paysafe IP”). No title to or ownership of any Paysafe IP is granted or otherwise transferred to you or any other entity or person under these Terms of Use. You agree that you will not reverse engineer, disassemble, decompile or otherwise attempt to discover the source code or trade secrets for any of the Developer Tools or related technology.
6.2 The trademarks, logos, trade names and service marks, whether registered or unregistered (collectively the “Trademarks”) displayed on the Site are Trademarks of Paysafe or those of our partners. Nothing contained on the Site should be construed as granting by implication or otherwise, any license or right to use any Trademark displayed on the Site without the written permission of Paysafe, or the appropriate partner.
6.3 You retain all rights, title and interest in the Intellectual Property Rights of those portions of your Application that do not include the Developer Tools or any other Paysafe IP.
6.4 You represent and warrant that your Application, including but not limited to the name of the Application and all content in your Application, does not infringe the Intellectual Property rights of Paysafe or any third party.
7. Feedback
7.1 You are welcome to provide suggestions, queries, comments or other feedback to Paysafe regarding the Site, by electronic mail, as Feedback on the documentation pages, in response to the Blogs, but Paysafe is not obliged to respond to, or take any action in relation to, your Feedback.
7.2 You agree that:
7.2.1 all Feedback is given entirely voluntarily;
7.2.2 Feedback, even if marked confidential, will not create any confidentiality obligations on Paysafe unless Paysafe has agreed otherwise in a signed agreement;
7.2.3 Paysafe will be free to use, disclose, reproduce, distribute, implement in the Developer Tools and otherwise commercialize all Feedback that you provide without obligation or restriction of any kind on account of intellectual property rights or otherwise;
7.2.4 you waive all rights to be compensated or seek compensation for your Feedback; and
7.2.5 Paysafe owns all right, title, and interest in and to the Developer Tools and the Paysafe’s Services, including all Intellectual Property Rights therein, even if Paysafe incorporates any of your Feedback into subsequent versions of any and all of the Developer Tools or elsewhere in the provision of the Services, and you will not earn or acquire any rights or licenses in the Developer Tools, Paysafe’s Services or in any Paysafe IP by virtue of your providing Feedback to Paysafe.
7.3 A feature of the Site is its Blog page. The Site enables you to post comments on the Blogs. Your comments on the Blogs are your sole responsibility as the person supplying the content and Paysafe accepts no responsibility to control such content. We disclaim all liability and responsibility arising from any reliance placed on such materials. Opinions expressed as comments on the Blogs and in any corresponding comments are the personal opinions of the original authors of those comments and not necessarily that of Paysafe, its directors, officers, agents or employees.
7.4 By submitting a comment on our Blogs, you agree to grant Paysafe a non-exclusive perpetual license to use that contribution and to waive your moral rights. We will have the right to freely use, edit, alter, reproduce, publish and/or distribute the material contained in your comment in any format and media worldwide. This license will be free of charge, perpetual and capable of sub-license. You must ensure that your comment do not infringe any copyright, database right or trademark of any other person. By submitting your comments to our web pages, you are warranting that you have the right to grant us the non-exclusive copyright license described above. If you’re not in a position to grant such a license to us, please do not submit the comments to our Blogs.
7.5 Your comments on Blogs are welcomed by us but Paysafe reserve the right to publish or not publish, edit or not edit, use or not use, alter or not alter, moderate or not moderate comments in our absolute discretion.
7.6 By posting material via comments on our Blogs, you warrant to us that:
7.6.1 Any material posted or submitted by you for publication does not infringe any applicable law or the rights of any individual, corporation or organization including but not restricted to any rights of any copyright or other intellectual property rights, confidentiality or privacy rights and you have obtained any necessary permissions and consents for its use on the Site and subsequently by us; and
7.6.2 No material posted or submitted by you for publication is defamatory, offensive, harmful, abusive, obscene, indecent, threatening or likely to cause annoyance, harassment, alarm or distress nor otherwise breach or affect the rights of any third party.
8. Confidential Information
8.1 Confidential Information means all information that Paysafe provides to you or is accessed through the Site, including but not limited to the following: (i) the Developer Tools, (ii) any access keys, IDs and passwords, (iii) all information disclosed in writing and marked “confidential”, “proprietary,” or with a substantially similar marking, (iv) all information disclosed orally and identified as confidential at the time of the disclosure, and (v) any other information that by its very nature you understand or would reasonably be expected to understand to be Paysafe’s confidential information.
8.2 You must maintain Paysafe’s Confidential Information in confidence and must not disclose it to third parties or use it for any purpose other than as necessary and required to develop your Application. In the event that Confidential Information is required to be disclosed by a court, government agency, regulatory requirement, or similar disclosure requirement, you shall immediately notify Paysafe and use reasonable efforts to obtain confidential treatment or a protection order of any disclosed Confidential Information. Your obligations hereunder shall survive the termination of these Terms of Use.
8.3 You acknowledge that monetary damages may not be a sufficient remedy for unauthorized use or disclosure of Confidential Information and that Paysafe will be entitled (without waiving any other rights or remedies) to injunctive or equitable relief as may be deemed proper by a court of competent jurisdiction, without obligation to post any bond.
9. Limitation of Liability
TO THE FULLEST EXTENT PERMITTED UNDER APPLICABLE LAWS, UNDER NO CIRCUMSTANCES: (I) WILL PAYSAFE OR ANY OF ITS AFFILIATES (OR ANY OFFICERS, DIRECTORS, EMPLOYEES OR AGENTS OF PAYSAFE, OR ITS AFFILIATES) (COLLECTIVELY, THE “PAYSAFE PARTIES”) BE LIABLE FOR ANY DIRECT, INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL OR EXEMPLARY DAMAGES (HOWEVER ARISING), INCLUDING, WITHOUT LIMITATION, DAMAGES FOR PROPERTY DAMAGE, LOSS OF USE, LOSS OF DATA, LOST REVENUE, LOST PROFITS, ANTICIPATED PROFITS, LOST BUSINESS OR INJURY TO BUSINESS REPUTATION, COST OF PROCUREMENT OF SUBSTITUTE SERVICES, UNDER ANY THEORY OF LIABILITY OR CAUSE OF ACTION WHETHER IN TORT (INCLUDING NEGLIGENCE), CONTRACT OR OTHERWISE, REGARDLESS OF WHETHER IT HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES; (II) WILL PAYSAFE’S TOTAL LIABILITY TO YOU FOR ALL DAMAGES, LOSSES, AND CAUSES OF ACTION, WHETHER ARISING IN TORT (INCLUDING NEGLIGENCE), CONTRACT OR OTHERWISE, UNDER THESE TERMS OF USE OR ARISING OUT OF YOUR USE OF THE SITE OR DEVELOPER TOOLS, EXCEED £100.
10. Indemnification
You shall defend, indemnify, and hold harmless Paysafe and its Affiliates and any of their officers, directors, agents and employees (the “Indemnified Persons”), from and against any and all claims, actions, proceedings, and suits and all related liabilities, damages, settlements, penalties, fines, costs or expenses (including reasonable attorneys’ fees and other litigation expenses) incurred by such Indemnified Persons, arising out of or relating to: (a) any breach or alleged breach by you of any representation, warranty, obligation or other provision of these Terms of Use; (b) your use of the Site including but not limited to your posting of comments on Blogs or use of the Live Chat facility; © any damage or loss caused by negligence, fraud, dishonesty or wilful misconduct by you, or any of your Affiliates, employees, agents, or contractors; (d) any contract or agreement between you and a third party; (e) any infringement or alleged infringement of a patent, copyright, trademark or other intellectual property or proprietary right relating to these Terms of Use; or (f) any alleged or actual violation by you of any applicable laws.
11. Costs
You are responsible for all costs and expenses related to your use of the Developer Tools including all required modifications to your Application. Paysafe will not reimburse you for any costs or expenses.
12. Termination
12.1 These Terms of Use may be terminated by either party for any reason or no reason with written notice to the other party.
12.2 Paysafe may terminate these Terms of Use with you immediately and without advance notice:
12.2.1 if you are in breach or default of any of your obligations set forth in these Terms of Use;
12.2.2 if Paysafe determines, in its sole discretion, that your business practices or the business practices of your customers are detrimental to any of Paysafe’s business goals or objectives or your Application poses a legal, regulatory, or financial risk to Paysafe;
12.2.3 if we have reason to believe that your Application, including the name of your Application, violates our, or a third party’s, Intellectual Property Rights;
12.2.4 if Paysafe has reason to believe that there is an alleged, potential or actual violation by you or any of your customers of any applicable laws;
12.2.5 if you (i) make a general assignment for the benefit of creditors, (ii) file a voluntary petition of bankruptcy, suffer or permit the appointment of a receiver for its business or assets, (iii) become subject to any proceedings under any bankruptcy or insolvency Law where such proceedings have not been dismissed within sixty (60) days, or (iv) have wound up or liquidated, voluntarily or otherwise;
12.2.6 you tamper with, hack, modify or otherwise bypass or compromise the security or functionality of the Paysafe Services, the Site or the Test Site.
12.3 Upon termination of these Terms of Use with you for any reason, all rights and obligations of the parties under these Terms of Use shall be extinguished including all license rights, and you shall immediately return to Paysafe all proprietary information, including all Confidential Information, and all copies and extracts of the foregoing, together with any and all documents, notes and other materials regarding such information.
13. Governing Laws
These Terms of Use are governed by and are to be construed according to the laws of England and Wales. The parties hereby irrevocably and unconditionally consent to and submit to the jurisdiction of the English courts for any actions, suits or proceedings arising out of or relating to these Terms of Use in the matters contemplated hereby, including, without limitation, to entertain applications for injunctive relief arising in connection with these Terms of Use.
14. Notice
14.1 You agree that Paysafe provide notice to you by posting it on the Site, emailing it to the email address associated with your Account, or mailing it to a postal address you may provide. Notices sent to you by email are considered to be received by you within 24 hours of the time we send the email unless we receive notice the email was not delivered. Notices sent to you by post are considered received by you within two Business Days of the date we send the notice unless it is returned to us.
14.2 Notice to Paysafe must be sent by postal mail to:

Paysafe Limited

Paysafe Group plc

Registered Office & Headquarters:

Audax House

6 Finch Road

Douglas

IM1 2PT

Isle of Man

15. Assignment
You may not transfer or assign your rights under these Terms of Use without Paysafe’s prior written consent. Paysafe reserves the right to transfer or assign these Terms of Use or any right or obligation under the same by providing you with notice of such transfer or assignment.
16. Survival
The following paragraphs shall survive any termination of these Terms of Use with you: paragraph 5, paragraph 6, paragraphs 7.2.2, 7.2.3, 7.2.4 and 7.2.5, paragraphs 7.3, 7.4, 7.5 and 7.6, paragraph 8, paragraph 9, paragraph 10, paragraph 12.3, paragraph 13, paragraph 14, paragraph 15, this paragraph 16, paragraph 17, paragraph 18, paragraph 19 and paragraph 20.
17. No Waiver
Failure by Paysafe to enforce any provision of these Terms of Use will not be deemed a waiver of our ability to enforce the same provision at a future date.
18. Severability
If any provision of these Terms of Use is found illegal or unenforceable, that provision will be limited or eliminated to the minimum extent necessary so that these Terms of Use will otherwise remain in full force and effect.
19. Entire Agreement
These Terms of Use, including any policies referenced herein set forth the entire understanding between you and Paysafe with respect to the access and use of the Site and the Developer Tools.
20. No Third Party Beneficiaries
A person who is not a party to these Terms of Use does not have any rights under or in connection with the terms by virtue of the Contracts (Rights of Third Parties) Act 1999 or otherwise.
21. Using Real Cards in the Paysafe Merchant Test Environment

The Paysafe Merchant test environment is for testing purposes only, and real cardholder data should not be used or uploaded here. The Paysafe Merchant test environment does not comply with the Payment Card Industry Data Security Standards (PCI-DSS) and thus does not protect any cardholder information. Any upload of real cardholder data is strictly prohibited.

Paysafe makes no representations or warranties of any kind, express or implied, with respect to the upload or use of real cardholder data within the Paysafe Merchant test environment by the users. Without limitation, Paysafe disclaims all representations and warranties, express or implied, made to Merchant or any other person, with respect to the upload or use of real cardholder data. In no event shall Paysafe, or its Associated companies, agents or subcontractors be liable to you or any third party for any direct or indirect, special, consequential, punitive or incidental damages, whether based on negligence, wilful misconduct, tort, contract (including without limitation fundamental breach or breach of a fundamental term) or any other theory of law resulting from the upload or use of real cardholder data through the Paysafe Merchant test environment, or otherwise arising out of the use of the Paysafe Merchant test environment.

You shall indemnify and hold harmless Paysafe, its directors, officers and employees, its Associated companies, agents and subcontractors (and the directors, officers and employees of any and / or all of them from and against any and all claims, damages, causes of action, suits, losses, liabilities, obligations, expenses, penalties and costs (including legal costs (calculated on a full indemnity basis)) each or any of them may suffer or incur arising out of or in connection with the upload or use of real cardholder data.

In this disclaimer notice, “Associate Company” means in relation to Paysafe, any entity that is controlled by, controls or is under common control with, directly or indirectly, Paysafe. For this purpose, "control" of any entity or party means ownership of a majority of the issued shares or voting power of Paysafe or the power to direct or cause the direction of the management and policies of Paysafe, whether through ownership of voting securities, by contract or otherwise and “Associated Companies” shall be construed accordingly.

By using the Paysafe Merchant test environment you confirm that you accept these terms as binding.

Paysafe Limited

Paysafe Group plc

Registered Office & Headquarters:

Audax House

6 Finch Road

Douglas

IM1 2PT

Isle of Man

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