Developer Terms of Use

Please read carefully the following terms and conditions ("API Terms"), which govern your access to and use of the Payvment API software and the related or accompanying documentation, code, and related materials (collectively, the "Payvment API"), located at open.payvment.com ("Developer Site"). The Payvment API permits you to interface your applications and services (your "Service") with the Payvment services, which enables both sellers and shoppers to engage in ecommerce – from sellers who create and launch storefronts for selling products on social networking sites, including through the Payvment Shopping Mall application accessible at the website http://apps.facebook.com/mypayvment (the "Payvment Site"), to sellers who use our "roaming shopping cart" technology, which in turn allows shoppers to shop at various online stores and websites, to add products from such merchants into one shopping cart, and to checkout (completing the purchase of each item in the shopping cart from the various websites) in one transaction (collectively, the "Payvment Services"). These API Terms govern your access to and use of the Payvment API and Developer Site, and constitute a binding legal agreement between you and Payvment.

YOU ACKNOWLEDGE AND AGREE THAT, BY ACCESSING OR USING THE PAYVMENT API OR DEVELOPER SITE, OR BY DOWNLOADING THE PAYVMENT API FROM THE DEVELOPER SITE, YOU ARE INDICATING THAT YOU HAVE READ, UNDERSTAND AND AGREE TO BE BOUND BY THESE API TERMS, WHETHER OR NOT YOU HAVE REGISTERED ON OR THROUGH THE PAYVMENT SITE. IF YOU DO NOT AGREE TO THESE API TERMS, THEN YOU HAVE NO RIGHT TO ACCESS OR USE THE PAYVMENT API OR DEVELOPER SITE. If you accept or agree to these API Terms on behalf of a company or other legal entity, you represent and warrant that you have the authority to bind that company or other legal entity to these API Terms and, in such event, "you" and "your" will refer and apply to that company or other legal entity.

1. API License

Subject to your continuous compliance with these API Terms, Payvment grants you a limited, non-exclusive, non-transferable, revocable license (i) to use the Payvment API, only for your internal use and solely for the purposes of developing, implementing, and integrating interfaces to the Payvment Services which permit your Service to utilize the functionality of the Payvment Services, and (ii) to reproduce the Payvment API as reasonably necessary to exercise the license rights granted in subsection (i).

(a) Updates. You acknowledge that Payvment reserves the right, at its sole discretion, to modify, update, revise or discontinue the Payvment API or to modify these API Terms, at any time and without prior notice, and that such updates and revisions may adversely affect the manner in which your Service accesses or communicates with the Payvment API. Accordingly, you agree to implement and use the most current version of the Payvment API and to make any changes to your Service that are required as a result of Payvment’s updates and revisions to the Payvment API, at your sole cost and expense. Payvment will attempt to provide thirty (30) days’ advance notice of any modifications or updates to the Payvment API by posting such notice on the Developer Site, unless circumstances require Payvment to make an immediate change, in which case Payvment will attempt to provide you with as much advance notice as possible. Any modifications or updates made to the Payvment API will not remove significant functionality of the Payvment API, as determined at Payvment’s sole discretion. If we modify these API Terms, we will post the modification on the Developer Site or provide you with notice of the modification. We will also update the "Last Updated Date" at the top of these API Terms. By continuing to access or use the Developer Site or Payvment API after we have posted a modification on the Developer Site or have provided you with notice of a modification, you are indicating that you agree to be bound by the modified API Terms. If the modified API Terms are not acceptable to you, your only recourse is to cease using the Payvment API and Developer Site.

(b) Rate Limits. You agree to abide by any limitations on access, calls, and use of the Payvment API ("Rate Limits") that are set by Payvment, at its sole discretion and subject to modification at any time and without prior notice, and you will not attempt to exceed those Rate Limits unless you have been specifically permitted to do so otherwise in a separate written agreement with Payvment. You acknowledge that Payvment may temporarily or permanently block, at its sole discretion, your ability to access or communicate with the Payvment API and/or Payvment Services if you exceed the Rate Limits. If you believe that your Service will exceed the Rate Limits, you may contact Payvment at support.payvment.com for more information about entering a separate, written agreement with Payvment.

2. Payvment Services

Please see the Payvment Terms of Service (http://www.payvment.com/terms/), which incorporate by reference these API Terms, for the terms and conditions that govern your access to and use of the Payvment Site and Payvment Services.

(a) Support. Payvment will use commercially reasonable efforts, at its sole discretion, to assist you with technical questions and issues relating to the Payvment API, as you may reasonably request from time to time. You may contact the Payvment designated contact at support@payvment .com or support.payvment.com/home for support questions related to the Payvment Services. You are responsible for providing all support and/or technical assistance to your end users regarding the use of your Service (including any issues related to the Payvment Services). Payvment is not obligated to provide any support and/or technical assistance directly to your end users.

(b) Attribution. You agree to include with your Services the Payvment logo that Payvment makes available to you for use with the Payvment Services ("Payvment Logo"). Subject to your compliance with these API Terms, Payvment grants you a non-exclusive, non-transferable, revocable, royalty free license, during the term of these API Terms, to use, reproduce and publicly display the Payvment Logo with your Service, solely in order to identify the Payvment Services as a Payvment product and service. Any use of the Payvment Logo must correctly attribute ownership of such Payvment Logo to Payvment and must be in accordance with applicable law. You will not remove or obscure the Payvment Logo from the Payvment API. You may not use the Payvment Logo as part of your company’s name or Service, or in any product, service or logo created by you. In addition, you may not use the Payvment Logo in a manner that creates a sense of endorsement, sponsorship, or false association with Payvment. You acknowledge and agree that Payvment owns the Payvment Logo and that any and all goodwill and other proprietary rights that are created by or that result from your use of the Payvment Logo hereunder inure solely to the benefit of Payvment. You will at no time contest, or aid in contesting, the validity or ownership of the Payvment Logo or take any action in derogation of Payvment’s rights therein, including, without limitation, apply to register any trademark, trade name or other designation that is confusingly similar to the Payvment Logo.

3. Additional Requirements

Your licenses to use the Payvment API and Payvment Logo are expressly contingent upon your compliance at all times with the following terms and conditions.

(a) Restrictions. Except as permitted herein, you will not (nor will permit anyone else to):

(i) sell, resell or otherwise charge users for the access or use of the Payvment Services;

(ii) modify or create any derivative works of the Payvment API or Payvment Services;

(iii) bypass the checkout feature of the Payvment Services;

(iv) use the API in a way that harms the interests of Payvment or any of Payvment’s affiliates or users;

(d) No Interference. Except as expressly specified in these API Terms, you may not:

(i) interfere with or disrupt the Payvment API or attempt to gain access to any systems or networks that connect thereto (except as required to access and use the Payvment API);

(ii) circumvent the Rate Limits on use of the Payvment API (and you understand that attempting to exceed such Rate Limits may also result in your access being temporarily or permanently blocked from communicating with the Payvment API);

(iii) use, copy, modify or distribute the Payvment API for any purpose other than as expressly permitted herein;

(iv) transfer, sublicense, sell, lease, lend, rent, distribute the Payvment API, use the Payvment API to provide service bureau, time sharing, rental, application services provider, hosting or other computer services to third parties or otherwise make available the functionality of Payvment API to any third party;

(v) disassemble, decompile or reverse engineer the Payvment API, or permit any third party to do so, except to the extent such restrictions are prohibited by law; or

(vi) use the Payvment API or Payvment Services for any unlawful manner, for promotion of any unlawful activities or products, or in any manner inconsistent with these API Terms.

(e) Representations. You represent and warrant that you have the necessary power and authority to enter into this Agreement and to perform the obligations hereunder, and that your Service, including the use of any license hereunder, does and will continue to comply with all applicable foreign, federal, state, and local laws, rules, and regulations.

4. Termination

You may terminate these API Terms and your licenses at any time by destroying all copies of the Payvment API in your possession or control. The licenses granted under these API Terms will automatically terminate, with or without notice from Payvment, if you breach any term or condition of these API Terms. Payvment may also terminate these API Terms and any licenses hereunder for any or no reason with thirty (30) days notice (including by email) to you. Except as otherwise set forth in these API Terms, Payvment will not be liable to you or any third party for termination of the Payvment API or the Developer Site. Any termination will not affect your obligations to Payvment under these Terms which by their sense and context are intended to survive such termination. Upon termination, you will promptly cease accessing and using the Payvment API and your use of the Payvment Services with your Service.

5. Ownership

The Payvment API, Developer Site and Payvment Logo are protected by copyright, trademark and other laws of the United States and foreign countries. You acknowledge and agree that Payvment and its licensors exclusively own all worldwide right, title and interest in and to the Payvment API, Developer Site and Payvment Logo, including all intellectual property rights therein. All trademarks, service marks, logos, trade names and any other proprietary designations of Payvment used herein are trademarks or registered trademarks of Payvment. Any other trademarks, service marks, logos, trade names and any other proprietary designations are the trademarks or registered trademarks of their respective parties. You may not remove, alter or obscure any copyright, trademark, service mark or other proprietary rights notices incorporated in or accompanying the Payvment API and Developer Site. Any and all rights not specifically granted herein to you are reserved by Payvment.

6. Confidential Information

The Payvment API is the proprietary, confidential and non-public information of Payvment. You agree not to use the Payvment API except as necessary to exercise your rights under these API Terms or to disclose the Payvment API except to those of your employees and subcontractors that need to know for the purpose of exercising your rights granted in these API Terms, provided that each such employee and subcontractor is subject to a written agreement that includes binding use and disclosure restrictions that are at least as protective as those set forth in these API Terms. You may not disclose the Payvment API to any third party without Payvment’s prior written consent, except pursuant to the order or requirement of a court, administrative agency or other governmental body, provided that you give reasonable notice to Payvment to contest such order or requirement. You agree that you will use all reasonable efforts to maintain the confidentiality of the Payvment API from unauthorized use, access, or disclosure, but in no event less than the efforts that you ordinarily use to protect your own confidential and proprietary information of a similar nature and importance.

7. Disclaimer

Your access to and use of the Payvment API, Developer Site and Payvment Logo are at your own risk. THE PAYVMENT API, DEVELOPER SITE AND PAYVMENT LOGO ARE PROVIDED TO YOU ON AN "AS IS" AND "AS AVAILABLE" BASIS, WITHOUT WARRANTY OF ANY KIND, EITHER EXPRESS OR IMPLIED. WITHOUT LIMITING THE FOREGOING, PAYVMENT EXPLICITLY DISCLAIMS ANY WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, QUIET ENJOYMENT OR NON-INFRINGEMENT, AND ANY WARRANTIES ARISING OUT OF COURSE OF DEALING OR USAGE OF TRADE. PAYVMENT MAKES NO WARRANTY, AND DISCLAIMS ALL RESPONSIBILITY AND LIABILITY REGARDING THE QUALITY OF ANY PRODUCTS OR SERVICES OBTAINED THROUGH THE DEVELOPER SITE OR THE ACCURACY, TIMELINESS, COMPLETENESS, RELIABILITY, SECURITY OR AVAILABILITY OF THE PAYVMENT API OR DEVELOPER SITE. PAYVMENT WILL NOT BE RESPONSIBLE OR LIABLE FOR ANY HARM TO YOUR COMPUTER SYSTEM, LOSS OF DATA OR OTHER HARM THAT RESULTS FROM YOUR ACCESS TO OR USE OF THE PAYVMENT API OR DEVELOPER SITE. PAYVMENT MAKES NO WARRANTY THAT PAYVMENT API OR DEVELOPER SITE WILL MEET YOUR REQUIREMENTS OR BE AVAILABLE ON AN UNINTERRUPTED, SECURE, OR ERROR-FREE BASIS. NO ADVICE OR INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED FROM PAYVMENT OR THROUGH THE PAYVMENT API OR DEVELOPER SITE, WILL CREATE ANY WARRANTY NOT EXPRESSLY MADE HEREIN.

8. Indemnification

You agree to indemnify, defend and hold Payvment and its partners, and their officers, directors, employees and agents harmless, from and against any claims, damages, losses, liabilities and expenses, including, without limitation, reasonable legal and accounting fees, arising out of or in any way connected with (i) your access to and use of the Payvment API, Developer Site or Payment Logo, other than as permitted by this Agreement; (ii) your violation of these API Terms; or (iii) your Service.

9. Limitation of Liability

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, PAYVMENT AND ITS SUBSIDIARIES, AFFILIATES, OFFICERS, EMPLOYEES, AGENTS, PARTNERS AND LICENSORS WILL NOT BE LIABLE FOR ANY INDIRECT, SPECIAL, INCIDENTAL, EXEMPLARY, PUNITIVE OR CONSEQUENTIAL DAMAGES, INCLUDING, WITHOUT LIMITATION, LOSS OF USE, DATA, GOODWILL OR PROFITS, SERVICE INTERRUPTION, COMPUTER DAMAGE OR SYSTEM FAILURE, THE COST OF SUBSTITUTE PRODUCTS OR SERVICES OR OTHER INTANGIBLE LOSSES ARISING OUT OF OR IN CONNECTION WITH THESE API TERMS OR FROM YOUR ACCESS TO OR USE OF, OR INABILITY TO ACCESS OR USE, THE DEVELOPER SITE OR PAYVMENT API, WHETHER BASED ON CONTRACT, WARRANTY, TORT (INCLUDING NEGLIGENCE) OR ANY OTHER LEGAL THEORY, WHETHER OR NOT PAYVMENT HAS BEEN INFORMED OF THE POSSIBILITY OF SUCH DAMAGE, AND APPLY EVEN IF A REMEDY SET FORTH HEREIIN IS FOUND TO HAVE FAILED OF ITS ESSENTIAL PURPOSE. IN NO EVENT WILL PAYVMENT’S AGGREGATE LIABILITY ARISING OUT OF OR IN CONNECTION WITH THESE API TERMS OR FROM THE USE OF OR INABILITY TO USE, THE DEVELOPER SITE OR PAYVMENT API EXCEED, AS APPLICABLE, THE AMOUNTS YOU HAVE PAID TO PAYVMENT FOR USE OF THE DEVELOPER SITE OR PAYVMENT API OR ONE HUNDRED DOLLARS IF YOU HAVE NOT PAID PAYVMENT FOR SUCH USE. SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF CERTAIN WARRANTIES OR THE EXCLUSION OR LIMITATION OF LIABILITY FOR CONSEQUENTIAL OR INCIDENTAL DAMAGES, SO THE LIMITATIONS ABOVE MAY NOT APPLY TO YOU.

10. Controlling Law and Jurisdiction

These API Terms and any action related thereto shall be governed by the laws of the State of California, without respect to its conflict of laws principles. The exclusive jurisdiction and venue of any action to prevent the actual or threatened infringement, misappropriation or violation of a party’s copyrights, trademarks, trade secrets, patents or other intellectual property rights will be the state and federal courts located in San Francisco County, California, and each of the parties hereto waives any objection to jurisdiction and venue in such courts.

11. Entire Agreement

These API Terms shall constitute the entire agreement between you and Payvment concerning the Payvment API and Developer Site, and these Terms supersede and replace any and all prior oral or written understandings or agreements between Payvment and you regarding the Payvment API and Developer Site. There API Terms do not supersede or replace the Payvment Terms of Service, which govern access to and use of the Payvment Services.

12. Assignment

You may not assign or transfer these API Terms, by operation of law or otherwise, without Payvment’s prior written consent. Any attempt by you to assign or transfer these API Terms, without such consent, will be null and of no effect. Payvment may assign or transfer these API Terms at its sole discretion and without restriction. Subject to the foregoing, these API Terms will bind and inure to the benefit of the parties, their successors and permitted assigns.

13. Notices

Any notices or other communications permitted or required hereunder, including those regarding modifications to these API Terms, will be in writing and given by Payvment: (i) via email or (ii) by posting to the Developer Site. For notices made by e-mail, the date of receipt will be deemed the date on which such notice is transmitted.

14. Dispute Resolution

You and Payvment agree that any dispute, claim or controversy arising out of or relating to these API Terms or the breach, termination, enforcement, interpretation or validity thereof or the use of the Developer Site or Payvment API (collectively, "Disputes") will be settled by binding arbitration, except that each party retains the right to bring an individual action in small claims court and the right to seek injunctive or other equitable relief in a court of competent jurisdiction to prevent the actual or threatened infringement, misappropriation or violation of a party’s copyrights, trademarks, trade secrets, patents or other intellectual property rights. You acknowledge and agree that you and Payvment are each waiving the right to a trial by jury or to participate as a plaintiff or class member in any purported class action or representative proceeding. Further, unless both you and Payvment otherwise agree in writing, the arbitrator may not consolidate more than one person's claims, and may not otherwise preside over any form of any class or representative proceeding. If this specific paragraph is held unenforceable, then the entirety of this "Dispute Resolution" section will be deemed void. Except as provided in the preceding sentence, this "Dispute Resolution" section will survive any termination of these API Terms.

Arbitration Rules and Governing Law. The arbitration will be administered by the American Arbitration Association ("AAA") in accordance with the Commercial Arbitration Rules and the Supplementary Procedures for Consumer Related Disputes (the "AAA Rules") then in effect, except as modified by this "Dispute Resolution" section. (The AAA Rules are available at www.adr.org/arb_med or by calling the AAA at 1-800-778-7879.) The Federal Arbitration Act will govern the interpretation and enforcement of this Section.

Arbitration Process. A party who desires to initiate arbitration must provide the other party with a written Demand for Arbitration as specified in the AAA Rules. (The AAA provides a form Demand for Arbitration at www.adr.org/si.asp?id=3477 and a separate form for California residents at www.adr.org/si.asp?id=3485.) The arbitrator will be either a retired judge or an attorney licensed to practice law in the state of California and will be selected by the parties from the AAA’s roster of consumer dispute arbitrators. If the parties are unable to agree upon an arbitrator within seven (7) days of delivery of the Demand for Arbitration, then the AAA will appoint the arbitrator in accordance with the AAA Rules.

Arbitration Location and Procedure. Unless you and Payvment otherwise agree, the arbitration will be conducted in the county where you reside. If your claim does not exceed $10,000, then the arbitration will be conducted solely on the basis of documents you and Payvment submit to the arbitrator, unless you request a hearing or the arbitrator determines that a hearing is necessary. If your claim exceeds $10,000, your right to a hearing will be determined by the AAA Rules. Subject to the AAA Rules, the arbitrator will have the discretion to direct a reasonable exchange of information by the parties, consistent with the expedited nature of the arbitration.

Arbitrator’s Decision. The arbitrator will render an award within the time frame specified in the AAA Rules. The arbitrator’s decision will include the essential findings and conclusions upon which the arbitrator based the award. Judgment on the arbitration award may be entered in any court having jurisdiction thereof. The arbitrator’s award damages must be consistent with the terms of the “Limitation of Liability” section above as to the types and the amounts of damages for which a party may be held liable. The arbitrator may award declaratory or injunctive relief only in favor of the claimant and only to the extent necessary to provide relief warranted by the claimant’s individual claim. If you prevail in arbitration you will be entitled to an award of attorneys’ fees and expenses, to the extent provided under applicable law. Payvment will not seek, and hereby waives all rights it may have under applicable law to recover, attorneys’ fees and expenses if it prevails in arbitration.

Fees. Your responsibility to pay any AAA filing, administrative and arbitrator fees will be solely as set forth in the AAA Rules. However, if your claim for damages does not exceed $75,000, Payvment will pay all such fees unless the arbitrator finds that either the substance of your claim or the relief sought in your Demand for Arbitration was frivolous or was brought for an improper purpose (as measured by the standards set forth in Federal Rule of Civil Procedure 11(b)).

Changes. Notwithstanding the provisions of the “Updates” section above, if Payvment changes this “Dispute Resolution” section after the date you first accepted these API Terms (or accepted any subsequent changes to these Terms), you may reject any such change by sending us written notice (including by email to ) within 30 days of the date such change became effective, as indicated in the “Last Updated Date” above or in the date of Payvment’s email to you notifying you of such change. By rejecting any change, you are agreeing that you will arbitrate any Dispute between you and Payvment in accordance with the provisions of this “Dispute Resolution” section as of the date you first accepted these API Terms (or accepted any subsequent changes to these API Terms).

15. General

The failure of Payvment to enforce any right or provision of these Terms will not constitute a waiver of future enforcement of that right or provision. The waiver of any such right or provision will be effective only if in writing and signed by a duly authorized representative of Payvment. Except as expressly set forth in these Terms, the exercise by either party of any of its remedies under these Terms will be without prejudice to its other remedies under these Terms or otherwise. If for any reason a court of competent jurisdiction finds any provision of these API Terms invalid or unenforceable, that provision will be enforced to the maximum extent permissible and the other provisions of these API Terms will remain in full force and effect.

If you have any questions about these API Terms, please contact us at support@payvment.com.

Effective October 3, 2011