Last Updated:  April 16, 2019

These Developer Terms of Use constitute a contract by and between OnePay Global LLC (“OnePay”) and any software developer (“Developer” or “you”) (each a “Party” and collectively the “Parties”) who uses OnePay’s software development tools (“Developer Tools”) to integrate the OnePay platform into Developer’s products and/or services (“Products and/or Services”).  This Agreement governs Developer’s use of the Developer Tools, and is effective when the tools are delivered to you (“Effective Date”).

The capitalized terms that appear in these Developer Terms of Use have the meanings as in OnePay’s Terms of Use, unless they are defined in these Developer Terms of Use.

By using the Developer Tools, you agree to be bound by these Developer Terms of Use.  IF YOU DO NOT AGREE TO THESE DEVELOPER TERMS OF USE, YOU MAY NOT USE THE DEVELOPER TOOLS.

If you are agreeing to these Developer Terms of Use on behalf of an entity, you represent that you have the authority to bind the entity and that the entity agrees to these Developer Terms of Use.  IF YOU DO NOT HAVE THE AUTHORITY TO ENTER INTO THESE DEVELOPER TERMS OF USE ON BEHALF OF THE ENTITY OR THE ENTITY DOES NOT AGREE TO THESE DEVELOPER TERMS OF USE, NEITHER YOU NOR THE ENTITY MAY USE THE DEVELOPER TOOLS.

OnePay may modify these Developer Terms of Use at any time, with or without notice.  Any changes to these Terms of Use will be effective immediately upon being posted.  By continuing to use the Services after such changes are posted, you agree to such changes.  IF YOU DO NOT AGREE TO SUCH CHANGES, YOU MAY NOT CONTINUE TO USE THE DEVELOPER TOOLS.

DEVELOPER TOOLS

The Developer Tools include OnePay’s software development kits (SDKs), application programming interfaces (“APIs”), programs, utilities, plug-ins, sample code, and other tools, as well as any documentation relating to such tools.

OnePay may modify the current version of the Developer Tools, replace the current version of the Developer Tools with a new version, discontinue support for any previous version of the Developer Tools, and impose conditions on your use of the Developer Tools (or any feature of the Developer Tools) at any time.  OnePay will make reasonable efforts to notify you of any such actions, but we are not required to provide such notification.

LICENSE

To enable you to use the Developer Tools, OnePay grants you a non-exclusive, non-assignable, non-sublicensable, revocable license to use the Developer Tools (“License”), subject to your compliance with these Developer Terms of Use.

You agree that the License does not grant you any other rights in the Developer Tools, and does not include any right to copy, disclose, distribute, modify, assign, or sublicense the Developer Tools, including to any person or entity related to you in any way, or otherwise to use the Developer Tools in any way outside the scope of this Agreement.  Nor does the License include any right to make derivative works based on the Developer Tools.  Nor does the License include any right to use the Developer Tools after the termination of the License for any reason.  Nor does the License include any right to access, evaluate, or otherwise use the source code, object code, or other code associated with the Developer Tools, unless the Parties otherwise agree in writing.

TERM

The term of the License starts on the Effective Date and ends when the License is terminated by OnePay or you.

TERMINATION

Either Party may terminate these Developer Terms of Use at any time, with or without notice, and for any reason.

SUSPENSION

OnePay may suspend your License to use the Developer Tools at any time, without or with notice, and for any reasons, including any non-compliance with these Developer Terms of Use.

USE OF DEVELOPER TOOLS

You agree that you will only use the Developer Tools in accordance with these Developer Terms of Use.

You agree that you will only use the Developer Tools in accordance with applicable law, including applicable privacy law, export control law, and government contract law, and will not use the Developer Tools to enable any illegal or improper activity.

You agree that you are responsible for any use or misuse of the Developer Tools by your employees, contractors, and agents.

You agree that you will only access the Developer Tools in accordance with the instructions and other requirements specified in the documentation for such tools, or as otherwise specified by OnePay from time to time.

You agree that your use of the Developer Tools may be subject to certain limitations as set forth in the documentation for the tools and elsewhere, and that you will not circumvent or attempt to circumvent such limitations.  You agree that, if OnePay assigns you developer credentials of any kind, you will use them with the Developer Tools, and that you will not circumvent or attempt to circumvent the use of such credentials.  If OnePay believes that you have circumvented or attempted to circumvent such limitations or the use of such credentials, your right to use the Developer Tools may be temporarily or permanently revoked.

You agree that you will not license, assign, distribute, or otherwise provide the Developer Tools to any third party without OnePay’s prior written consent.

USE OF PRODUCTS AND/OR SERVICES

You agree that you are solely responsible for the Products and/or Services and that OnePay has no responsibility for such Products and/or Services.  Nothwithstanding, you agree to the following provisions regarding your use of the Products and/or Services given your use of the Developer Tools to integrate the OnePay platform into the Products and/or Services.

You agree that you will only use the Products and/or Services in accordance with applicable law, including applicable privacy law, export control law, and government contract law, and will not use the Products and/or Services to enable any illegal or improper activity.

You agree that you are responsible for any use or misuse of the Products and/or Services by your employees, contractors, and agents.

You agree that the Products and/or Services will at all times remain compliant with relevant industry standards, and that at our request, you will provide us with documentation evidencing your compliance with such standards.

You agree that, if the Products and/or Services include the use of the OnePay platform and are provided to the Developer’s customers for a fee, the fees you charge for the Products and/or Services as a whole and for the platform will be identified separately.

USE OF TRADEMARKS

Developer may use OnePay’s trademarks to indicate that the OnePay platform is integrated or being integrated into the Products and/or Services.  OnePay may use Developer’s trademarks for the same purpose.  The Parties may not use each other’s trademarks for any other purposes and will use the trademarks only to the extent necessary to fulfil the above purposes.

OnePay may limit or revoke your ability to use OnePay’s trademarks at any time.

OnePay may change its trademarks from time to time, and in the event this occurs, you will use OnePay’s then-current versions of the marks.

PUBLICITY

The Parties may publicize that the OnePay platform is integrated or being integrated into the Products and/or Services, including on their websites, in press releases, and the like.  Developer may not make any other public statements regarding its relationship with OnePay, unless the Parties otherwise agree in writing.

CONFIDENTIAL INFORMATION

The Parties may exchange certain non-public business information (“Confidential Information”) during the course of their relationship.  Either Party may disclose or receive Confidential Information under these Terms of Use (each a “Disclosing Party” or a “Receiving Party”).  The Parties agree that the Disclosing Party owns all right, title, and interest in and to any Confidential Information that it discloses to the Receiving Party.

Confidential information may include information regarding:  (a) the intellectual property associated with the Parties’ products and services (“Intellectual Property”); (b) the Parties’ products and services; and (c) the Parties.  Confidential Information includes information in the above categories:  (a) whether or not the information is marked confidential; (b) whether or not the information is disclosed in written form or verbally; and (c) whether or not the information is disclosed before or after the Effective Date of this Agreement.  Confidential Information does not include information:  (a) that was public knowledge at the time of disclosure or becomes public knowledge after the time of disclosure through no action of the Receiving Party; (b) that was otherwise known to the Receiving Party at the time of disclosure; or (c) that is subsequently obtained from a third party under no confidentiality obligation to the Disclosing Party, unless the information reasonably should be considered confidential.

The Receiving Party will use the highest degree of care in protecting the Disclosing Party’s Confidential Information and will only disclose such information to:  (a) the Receiving Party’s employees, independent contractors, service providers, and other persons and entities associated with the Receiving Party who have a need to know such information in order to perform their duties and who have signed agreements requiring them to protect third-party confidential information; and (b) persons and entities who the Disclosing Party agrees may have access to such information, provided the Disclosing Party agrees in writing.  The Receiving Party is responsible for any violation of the confidentiality provisions of these Terms of Use by any persons or entities who receive any Confidential Information from the Receiving Party.

If the Receiving Party receives a valid government demand for the Disclosing Party’s Confidential Information, such as a court order, search warrant, or subpoena, the Receiving Party will promptly inform the Disclosing Party (unless such notice is prohibited), and upon the Disclosing Party’s request, the Receiving Party will provide reasonable assistance in maintaining the confidentiality of the information.  If the Receiving Party discloses any of the Disclosing Party’s Confidential Information, it will only disclose the information strictly required by the government demand.

Upon the expiration or termination of the Parties’ relationship, or upon the Disclosing Party’s request, the Receiving Party, at its own expense, will promptly return all of the Disclosing Party’s Confidential Information.  Alternatively, if the Disclosing Party agrees, the Receiving Party may provide the Disclosing Party with written assurance of the destruction of such Confidential Information.

You understand that OnePay does not wish to receive any Confidential Information that is not necessary for OnePay to perform its obligations under this Agreement, and unless the Parties otherwise agree in writing, OnePay will not treat such information as confidential.

INTELLECTUAL PROPERTY

You agree that OnePay owns all right, title, and interest in and to the Developer Tools and the Products and/or Services, including all Intellectual Property associated with the Developer Tools and the Products and/or Services, and you agree not to do anything inconsistent with such ownership.  No license or other right in such Intellectual Property is granted by these Developer Terms of Use, except as expressly provided in these Developer Terms of Use.

OnePay agrees that Developer owns all right, title, and interest in and to Developer’s Products and/or Services, including all intellectual property associated with the Products and/or Services.

The Parties agree that, if they jointly develop any products and/or services, they will enter into good faith negotiations regarding the ownership of any Intellectual Property that may be associated with such products and/or services according to their respective contributions to the products and/or services.

If Developer provides OnePay with any comments or suggestions concerning the Developer Tools and/or the Services, Developer agrees that OnePay owns such comments or suggestions and may use them for any and all commercial or non-commercial purposes with no monetary or other obligation to Developer.

DISCLAIMERS

THE DEVELOPER TOOLS ARE PROVIDED ON AN “AS IS” BASIS, WITHOUT ANY REPRESENTATIONS OR WARRANTIES OF ANY KIND, WHETHER EXPRESS, IMPLIED, OR STATUTORY.  WITHOUT LIMITING THE FOREGOING, ONEPAY SPECIFICALLY DISCLAIMS ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR NON-INFRINGEMENT.

ONEPAY DOES NOT WARRANT OR GUARANTEE THAT THE DEVELOPER TOOLS ARE ACCURATE, RELIABLE OR CORRECT; THAT THE DEVELOPER TOOLS WILL MEET YOUR REQUIREMENTS; THAT THE DEVELOPER TOOLS WILL BE AVAILABLE AT ANY PARTICULAR TIME OR LOCATION, UNINTERRUPTED, ERROR-FREE, WITHOUT DEFECT, OR SECURE; THAT ANY DEFECTS OR ERRORS WILL BE CORRECTED; OR THAT THE DEVELOPER TOOLS ARE FREE OF THIRD-PARTY VIRUSES OR OTHER MALICIOUS CODE.

ONEPAY DOES NOT WARRANT, ENDORSE, GUARANTEE, OR ASSUME ANY RESPONSIBILITY FOR THE PRODUCTS AND/OR SERVICES, WHETHER OR NOT THE ONEPAY PLATFORM HAS BEEN INTEGRATED INTO THE PRODUCTS AND/OR SERVICES, OR FOR ANY PRODUCTS AND/OR SERVICES ADVERTISED OR OFFERED BY ANY THIRD PARTY.

LIMITATIONS ON LIABILITY

YOU AGREE THAT ONEPAY WILL NOT BE LIABLE TO YOU FOR ANY LOSSES OR DAMAGES ALLEGEDLY CAUSED BY THE DEVELOPER TOOLS, UNLESS SUCH LIABILITY IS FOUND TO HAVE BEEN CAUSED BY OUR GROSS NEGLIGENCE, WILLFUL MISCONDUCT, OR INTENTIONAL VIOLATION OF APPLICABLE LAW, ARISING FROM OR RELATED TO YOUR USE OF THE DEVELOPER TOOLS, YOUR INABILITY TO USE THE DEVELOPER TOOLS, OR THE UNAVAILABILITY OF THE DEVELOPER TOOLS.  NOR WILL ONEPAY BE LIABLE TO YOU FOR ANY LOSSES OR DAMAGES ALLEGEDLY CAUSED BY ANY ERRORS, MISTAKES, OR INACCURACIES IN THE DEVELOPER TOOLS.  NOR WILL ONEPAY BE LIABLE TO YOU FOR ANY LOSSES OR DAMAGES ALLEGEDLY CAUSED BY ANY HACKING, TAMPERING, OR OTHER UNAUTHORIZED ACCESS OR USE OF THE DEVELOPER TOOLS.

YOU FURTHER AGREE THAT IN NO EVENT WILL ONEPAY BE LIABLE TO YOU FOR ANY DIRECT, INDIRECT, CONSEQUENTIAL, INCIDENTAL, EXEMPLARY, OR PUNITIVE DAMAGES, ANY ACCOUNTING OF PROFITS, OR ANY LOST PROFITS, UNDER ANY THEORY OF LIABILITY, INCLUDING BREACH OF CONTRACT, NEGLIGENCE, OR OTHERWISE, REGARDLESS OF WHETHER ONEPAY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

YOU FURTHER AGREE THAT YOUR SOLE REMEDY FOR YOUR DISSATISFACTION WITH THE DEVELOPER TOOLS IS TO STOP USING THE DEVELOPER TOOLS.

INDEMNIFICATION

You agree to indemnify and hold harmless OnePay and its affiliates, and their directors, officers, employees, and agents against all claims by third parties resulting in any liabilities, judgments, awards, or costs (including legal fees and expenses) arising from or related to your misuse of the Developer Tools.

GENERAL

DISPUTE RESOLUTION

The Parties will attempt, promptly and in good faith, to resolve any dispute they may have regarding any issue.  If the Parties are unable to resolve any such dispute within a reasonable time (not to exceed ninety (90) days), the dispute may be resolved through legal proceedings.

The Parties agree that such proceedings must be brought within one (1) year after the cause of action arises, or such proceedings will be barred.

GOVERNING LAW AND JURISDICTION

The Parties agree that any such proceedings will be governed by the laws of the State of Maryland and will be brought in state court in Montgomery County, Maryland, except that proceedings regarding the Confidential Information and Intellectual Property provisions of these Developer Terms of Use may be brought in federal court in the State of Maryland.  The Parties expressly waive any objection to personal jurisdiction and venue in these forums.

INJUNCTIVE RELIEF

You agree that your actual, attempted, or threatened violation of these Developer Terms of Use will cause irreparable harm to OnePay for which there is no adequate remedy at law and that OnePay may seek any injunctive or equitable relief it deems appropriate in such circumstances. These remedies are in addition to any other remedies OnePay may have at law or in equity.

JURY TRIAL

You agree that, in the event of any legal proceedings between the Parties, you waive your right to a jury trial.

ATTORNEYS’ FEES AND COSTS

You agree that, in the event OnePay prevails in any legal proceeding arising from or related to your use of the Services, or any actual, attempted, or threatened violation of these Developer Terms of Use, OnePay will be awarded its attorneys’ fees and costs in addition to any other relief to which OnePay is entitled.

ENTIRE AGREEMENT

These Developer Terms of Use constitute the entire agreement between OnePay and you regarding the Services and may not be modified in any way, unless the Parties otherwise agree in writing.

SEVERABILITY

You agree that, if a court holds any portion of these Developer Terms of Use to be unenforceable for any reason, such portion will be enforced to the maximum extent possible and the remainder of these Developer Terms of Use will be enforceable as written.

WAIVER

You agree that OnePay’s failure to insist upon or enforce strict performance of any of the provisions of these Developer Terms of Use or to exercise any rights or remedies under these Developer Terms of Use will not be construed as a waiver of its right to assert or rely upon any such provision, right, or remedy in that or any other instance.

ASSIGNMENT

OnePay may assign, transfer, or otherwise dispose of its rights and obligations under these Developer Terms of Use, in whole or in part, at any time, with or without notice. You may not assign, transfer, or otherwise dispose of your rights and obligations under these Developer Terms of Use without OnePay’s prior written consent.

COMMUNICATIONS

Questions, complaints, or other communications regarding any aspect of these Developer Terms of Use should be addressed to OnePay at info@onepay.com.