Thank you for using this developer hub website (this “Website”) and the related documentation, data, code, sample applications and other material (collectively, the “APIs”). By accessing and/or using this Website, you are agreeing to comply with these terms and conditions and this service agreement (this “Agreement”), any additional terms we require, and any terms within the related API materials made available on this Website, in our developer community, on our website or elsewhere (collectively, the “Terms”). These Terms also apply to any prior use of, or access to, the APIs by you. If you represent an entity, you represent and warrant that you have the authority to bind the entity you represent to these Terms; if you do not have such authority, you are not authorized to access this Website or the APIs or accept these Terms on behalf of that entity. Under these Terms, “NovoPayment,” “we,” “our” or “us” refers to NovoPayment, Inc. and any of its affiliated entities or subsidiaries that may provide the APIs to you or any related Content or Services (each, as defined below) on behalf of NovoPayment, Inc., and “you,” “your company” or “your” means you and/or the company or entity that you represent. You agree that any use you make of this Website and its content (the “Content”), including but not limited to the APIs, is at your own risk and that NovoPayment is not responsible for any damages or losses resulting from your reliance upon or use of the Website or the Content, and you expressly agree to hold NovoPayment harmless from any loss, harm, injury, or damage whatsoever resulting from or arising out of your use of or reliance or reliance upon this Website or any of the Content.
The law that applies in any claim, action, or lawsuit arising out of or in connection with this Agreement, and which courts have jurisdiction over any such lawsuit, depend on the market in which you register your access to use, as set forth below. Each party hereby agrees to the applicable governing law set forth below, without regard to choice or conflicts of law rules, and each party irrevocably consents to the jurisdiction of the applicable courts in any dispute or action arising out of or relating to this Agreement, the use of this Website, the APIs, any of the Content or any of the services hereby provided (the “Services”).
|When you access or use the APIs, the Content or the Services through this jurisdiction:||NovoPayment Entity with whom you are contracting||Notice||Governing Law||Courts|
|United States||NovoPayment, Inc.||3250 Mary Street, Suite Miami, Florida||Florida||State or federal courts in Miami-Dade county|
We grant you a limited right to access and use this Website to develop, test, connect with, and support your access and use of the APIs, the Content, and the Services within the Geographic Scope set forth above. You have only a right of limited access and use to this Website, the APIs, the Content, and the Services in accordance with the terms of this Agreement and in such manner as to keep them free of all claims from any source whatsoever. You agree not to, directly or indirectly: (i) reverse engineer, reverse compile, decrypt, unmask, or reverse assemble all or any portion of this Website, any API, the Content, or the Services; (ii) distribute, disclose, publish, market, sell, rent, lease, sublicense or assign to any third party any access to the Website you have in accordance with this Agreement unless otherwise specifically authorized under this Agreement; or (iii) represent to any third party that simulated transactions conducted using any Sandbox and/or Sandbox Data to which you have access under this Agreement are real.
Use of this Website is subject to reasonable information security policies and procedures, which may not be fully disclosed and may vary from time to time. When accessing or using an this Website, you may not:
You may be required to provide contact information (such as identification or contact details) to NovoPayment when initially accessing this Website or the APIs and/or for continued use of this Website and the APIs. You represent and warrant that any information you provide to us is accurate and complete, and that you will keep this information current and notify us if it needs to be updated. You agree that you will not mask or misrepresent your identity or sell, transfer, sublicense or provide your account credentials to another party. We reserve the right to immediately terminate or suspend your access to the APIs if you violate these restrictions.
License. Subject to these Terms, NovoPayment grants you during the term a limited, revocable, non-exclusive, royalty-free, non-transferable, non-sublicensable, non-assignable license to: (i) access and use the APIs and related documentation: (a) to integrate the APIs (including building, testing and supporting the integration) with your websites, applications and other systems or products and/or any third party application or platform pre-approved by NovoPayment in writing; and (b) for early access pilots or trials of any alpha, beta or early access APIs before they are made generally available, if offered by NovoPayment in its sole discretion; (ii) use any software code associated with a sample application only for the relevant APIs provided by NovoPayment; and (iii) display all attributions, including as required in the API documentation, for NovoPayment’s trade names, trademarks, service marks, logos and other brand features for the purpose of promoting your use of the APIs.
Proprietary Ownership. NovoPayment retains all right, title and interest in and to the Website, its proprietary platform, the APIs and all other NovoPayment intellectual property including, without limitation, applications, products, software, code, systems, methodologies, technology, know-how and data generated by NovoPayment systems, and all derivative works, enhancements and modifications of the foregoing. You will not claim proprietary rights in or to the APIs or any other NovoPayment intellectual property. If you provide us with any ideas, suggestions, comments or other feedback, we may freely use, reproduce, license, distribute and otherwise exploit this information without any further obligation to you.
Content. Some of our APIs allow you to submit or pass through content to us. Before you submit content to our APIs, you will ensure that you have obtained all necessary rights (including the necessary rights from your end users) to grant us a perpetual, irrevocable, worldwide, sublicensable, royalty-free and non-exclusive license to use, host, store, modify, communicate and publish all content you submit, post or display to or from the APIs in order to, among other things, provide, secure and improve the APIs (and the related services) only in accordance with our privacy policies.
Acceptable Use. When using the APIs or any other NovoPayment intellectual property, you will comply with all applicable laws, regulations and third party rights and/or obligations (including, without limitation, laws regarding the import or export of data or software, privacy and local laws) and these Terms. You will provide these Terms to your representatives and you will be responsible for their compliance with, and any violation of, these Terms. You agree not to distribute or allow access to the APIs to anyone other than, if applicable, the entity on whose behalf you rightfully accepted these Terms.
Open Source Software. Some of the software and/or code included in the APIs may be made available to you under an open source license that constitutes a separate written agreement between you and the open source software provider. To the extent the open source license varies or supersedes these Terms, the open source license constitutes your agreement with us and the open source provider for the applicable open source software. You are responsible for ensuring that you (and will ensure that your end users) comply with all terms under an open source license in connection with your use of the APIs, including, without limitation, any requirements NovoPayment publishes in the documentation for the relevant API(s).
Fees. NovoPayment reserves the right to charge fees for future use and/or access to any APIs that NovoPayment currently makes available at no additional cost.
Security. You will use industry standard security measures to protect customer information collected by or passed through the APIs from unauthorized access or use and will promptly report to us any unauthorized access or use of such information. You will promptly report any security deficiencies in, or intrusions into, your systems, websites and applications, including any unauthorized access to or use of your account or your content, in writing to us. You will work with us to correct any security deficiency and will immediately disconnect any intrusions or intruders. You agree not to make any public statements regarding such deficiencies or intrusions without prior written and express permission from us.
Updates and Support. NovoPayment may elect to provide API support, updates or modifications from time to time, and may terminate such support, updates or modifications at any time without notice to you. For any API that is generally available, NovoPayment will provide support for the then-current version and, in NovoPayment’s discretion, support one version back for up to three (3) months following release of the then-current version. You will promptly implement and use the most current version of the APIs and/or any updates, patches or fixes at your sole cost and expense. NovoPayment may change, suspend or discontinue any aspect of the APIs at any time, including the availability of any API, and will provide you with notice (which may include posting notice on our website or contacting you by email). Your continued access or use of the APIs following an update, change or modification constitutes your binding acceptance of such changes.
Confidentiality. In connection with these Terms, your account and your login credentials (including passwords, tokens, keys and/or client IDs) are intended to be used by you and identify you only. You agree to keep your credentials confidential and to prevent others from using them. You will not embed your credentials into any open source projects. Our communications to you and the APIs may contain NovoPayment confidential information, including, but not limited to, any materials, communications, code, product features, know-how, trade secrets and any information marked as confidential or that would normally be considered confidential under the circumstances (“Confidential Information”). You agree (and will ensure your end users agree) to protect all Confidential Information and use it only as necessary to access the APIs as described in the API documentation and will not disclose Confidential Information to any other party without our prior written consent. You may disclose Confidential Information when compelled to do so by law if you provide us reasonable prior notice and an opportunity to object, and you reasonably cooperate with us to limit the disclosure and/or obtain confidential treatment, unless prohibited by law. Confidential Information does not include information that you independently develop, that was rightfully given to you by a third party without confidentiality obligations, or that becomes publicly available through no fault of your own. At our request, all Confidential Information that is in your possession shall be returned to us or destroyed.
Term and Termination. These Terms commence when your access to and/or use of the Website begins and. subject to the survival clause, will continue until terminated as set forth herein.
We may terminate this Agreement or suspend your access to any APIs at any time and for any or no reason without notice, in our absolute and sole discretion, without any liability to you. Upon any termination or suspension, all rights and licenses granted to you (and your end users and third party partners’) terminate immediately and you will cease and cause your end users and third party partners to cease all use of such APIs until otherwise notified by us in writing.
Warranties. THE APIs AND ANY UNDERLYING CONTENT OR SERVICES ARE PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS. TO THE EXTENT PERMITTED BY APPLICABLE LAW, WE DISCLAIM ANY AND ALL WARRANTIES, EXPRESS, IMPLIED OR STATUTORY. TO THE EXTENT PERMITTED BY APPLICABLE LAW, WE FURTHER DISCLAIM ANY WARRANTY IMPLIED BY LAW REGARDING ANY API OR API CONTENT/SERVICES, INCLUDING WARRANTIES OF ACCURACY, MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR NON-INFRINGEMENT. TO THE EXTENT PERMITTED BY APPLICABLE LAW, WE FURTHER DISCLAIM ANY WARRANTIES REGARDING THE SECURITY, RELIABILITY, TIMELINESS, AVAILABILITY OR PERFORMANCE OF API(S) AND API CONTENT/SERVICES. YOU UNDERSTAND AND AGREE THAT YOU WILL USE API(S) AND API CONTENT/SERVICES AT YOUR OWN DISCRETION AND RISK, AND THAT YOU WILL BE SOLELY RESPONSIBLE FOR ANY DAMAGES, INCLUDING BUT NOT LIMITED TO DAMAGE TO ANY COMPUTER SYSTEM OR ANY LOSS OF DATA, THAT ARISE FROM YOUR USE OF API(S) AND API CONTENT/SERVICES.
Indemnification. Unless prohibited by applicable law, you will defend, hold harmless, and indemnify NovoPayment and its affiliates, employees, directors, officers and agents from and against all liabilities, damages, costs, fees (including reasonable attorney’s fees) and expenses relating to or arising out of you or your representatives’: (i) use or misuse of this Website or the APIs; (ii) violation of these Terms; or (iii) content or data submitted to or used with the APIs. In such a case, we will: (i) provide you with written notice of such claim, suit or action; and (ii) at our option, elect to control the defense of the claim and with legal counsel of our choosing, or give you control of the defense and settlement of the claim (provided that you may not settle any claim that includes an admission of fault on the part of NovoPayment or that obligates us to take any affirmative actions or make any financial payments without our prior written consent), in each case at your sole cost and expense.
Liability. In no event shall we be liable for: (a) any consequential, indirect or special loss or any other damages (including loss of revenues, profits, contracts, reputation or anticipated savings); and (b) any acts, omissions or products of third parties. To the extent permitted by law, we shall not be liable for any cause or claim whatsoever arising out of or related to these Terms in excess of US$10,000, whether or not advised of the possibility of such loss or damage. In the event that applicable law does not allow the limitations of liability set forth above, such limitation will be deemed modified to the extent necessary to comply with applicable law. The foregoing limitations and exclusions will apply regardless of the form of action.
[Early Access Trials and Evaluation of Alpha and Beta APIs. From time to time we may, in our sole discretion, make APIs available to you via early access or pre-release trials, pilots, limited releases, developer previews, or similar descriptions and/or alpha or beta versions of APIs that we have not released for general availability and may be released in production as a final product in NovoPayment’s discretion (collectively, the “Beta APIs”). If you choose to use any Beta APIs, your use will be governed by and subject to these Terms, as well as any additional terms, restrictions or limitations related to the Beta APIs included in the product documentation, the Website, and/or our developer community, or that are otherwise communicated to you. You understand and acknowledge that Beta APIs are provided for your use “as is” for evaluation purposes only and may contain bugs and defects, are not considered stable and are not qualified for use in production, and that we do not offer any service level agreements or technical or other support commitments for Beta APIs. We may provide product updates and support for the Beta APIs in our sole discretion and you will promptly adopt and/or install all updates, patches and fixes necessary or useful to the proper operation of the Beta APIs. You also acknowledge that we have the right to modify or cancel the Beta APIs at any time without notice. We will have no liability for any harm or damage arising out of or in connection with a Beta API.]
Miscellaneous. These Terms and any additional terms incorporated by reference contain the entire agreement between you and us, and supersede any and all previous agreements relating to this Website, the APIs, the Content and the Services and modify your existing master services agreement or other binding agreement with NovoPayment relating to other NovoPayment products and services. We may modify these Terms or any portion to reflect changes to the law or changes to our APIs and your continued use of the APIs constitutes your acceptance of the changed Terms. If you do not agree to the modified Terms, you should immediately discontinue your use of this Website and the APIs. No failure of a party to exercise or enforce any rights hereunder shall waive such rights. These Terms shall be binding and shall inure to the benefit of the parties hereto and their respective successors and permitted assigns. You may not assign these Terms or your rights hereunder to any other party without NovoPayment’s prior written consent. We may assign these Terms without your consent in the event of a merger, acquisition, corporate reorganization or sale of all or substantially all of our assets. Nothing in these Terms shall create or confer any rights or other benefits on any third parties. If any provision of these Terms is held to be invalid or unenforceable, then that section will be removed from these Terms and will not affect the validity or enforceability of any remaining sections.