WATCHMAN PAYMENT SYSTEMS LLC (“WPS”) MAKES ITS APPLICATION PROGRAMMING INTERFACE AND RELATED SOFTWARE AND SERVICES (“API”) AVAILABLE TO YOU PURSUANT TO THE TERMS OF THIS API LICENSE AGREEMENT (“AGREEMENT”). BY INTERACTING IN ANY WAY WITH THE API, YOU OR THE ENTITY OR COMPANY THAT YOU REPRESENT (“YOU”) UNCONDITIONALLY CONSENT AND AGREE TO BE BOUND BY AND A PARTY TO THIS AGREEMENT.
1. Grant of License
Subject to Your full compliance with all of the terms and conditions of this Agreement, WPS grants You a limited, non-exclusive, revocable, non-sublicensable, nontransferable right and license to use the API (including the object code of any software made available by WPS in connection with the API) to develop, use and make available website(s) and application(s) (“Your Apps”) that interoperate with the products and services offered by WPS (“WPS Services”) and to access and receive information made available by WPS through the API (“Content”). You may not use the API for any other purpose without WPS’s prior written consent. For clarity, Your access to and use of the WPS Services and Content are governed by WPS’s Terms of Service, available at http://www.watchmanpaymentsystems.com.
2. Proprietary Rights
As between You and WPS, the API, WPS Services, and Content, and all derivatives thereof and all intellectual property rights are and shall at all times remain the sole and exclusive property of WPS or its licensors and are protected by applicable intellectual property laws.
3. Restrictions and Obligations
WPS expressly reserves the right to limit frequency and/or, up to the limit stated in any WPS Services plan that You subscribe to, the number of API requests, in each case, in its sole discretion. Except as expressly authorized under this Agreement or by WPS, You may not (A) copy, rent, lease, sell , transfer, assign, sublicense, dissemble, reverse engineer or decompile (except to the limited extent expressly authorized under applicable statutory law), modify or alter any part of the API or Content; use the API on behalf of any third party; attempt or provide a means to execute any “bulk download” operations, including without limitation by “crawling” the API or Content; cache or otherwise store any Content and/or modify any Content; (B) use the API or any Content in connection with or to promote any products, services or materials that constitute, promote or are used primarily for the purpose of dealing in: spyware, adware, spam, pornography or other offensive purposes; (C) use the API or any Content in any manner or for any purpose that violates any applicable law or regulation, or any right of any person including, but not limited to, intellectual property rights, rights of privacy and/or rights of personality; (D) use the API in a manner that adversely impacts the stability of the API; (E) use the API to send fraudulent requests; or (F) use the API to create a product or service that is competitive with any WPS Service.
To the extent Your use of the API is made available for any fee, such fees are specified in the payment plan that You have subscribed to, and You agree to pay all such fees as provided in and subject to the terms of WPS’s Terms of Service, available at http://www.watchmanpaymentsystems.com. WPS reserves the right to change WPS’s prices. If WPS does change prices, WPS will provide notice of the change on its website or in email to You, at WPS’s option, at least fourteen (14) days before the change is to take effect.
5. Warranty Disclaimer
THE API AND CONTENT ARE PROVIDED “AS-IS” AND, TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, WPS, ITS AFFILIATES, LICENSORS, PARTICIPATING FINANCIAL INSTITUTIONS, THIRD-PARTY CONTENT OR SERVICE PROVIDERS, RETAILERS, DISTRIBUTORS, DEALERS AND SUPPLIERS (COLLECTIVELY, “SUPPLIERS”) DISCLAIM ALL GUARANTEES AND WARRANTIES, EXPRESS OR IMPLIED, REGARDING THE API AND CONTENT, INCLUDING ANY WARRANTY OF FITNESS FOR A PARTICULAR PURPOSE, TITLE, MERCHANTABILITY, QUALITY, TIMELINESS, AND NON-INFRINGEMENT. WPS DOES NOT WARRANT THAT API OR CONTENT WILL BE UNINTERRUPTED, TIMELY, SECURE OR FREE FROM BUGS, VIRUSES, INTERRUPTION, ERRORS, OR OTHER PROGRAM LIMITATIONS NOR DOES IT MAKE ANY WARRANTY AS TO THE RESULTS THAT MAY BE OBTAINED FROM USE OF THE API OR CONTENT, AND NO INFORMATION, ADVICE OR SERVICES OBTAINED BY YOU FROM WPS OR THROUGH THE API SHALL CREATE ANY WARRANTY NOT EXPRESSLY STATED IN THIS AGREEMENT. SOME STATES DO NOT ALLOW THE EXCLUSION OF IMPLIED WARRANTIES, SO THE ABOVE EXCLUSIONS MAY NOT APPLY TO YOU. IN THAT EVENT, ANY IMPLIED WARRANTIES ARE LIMITED IN DURATION TO 60 DAYS FROM THE DATE OF PURCHASE, AS APPLICABLE. HOWEVER, SOME STATES DO NOT ALLOW LIMITATIONS ON HOW LONG AN IMPLIED WARRANTY LASTS, SO THE ABOVE LIMITATION MAY NOT APPLY TO YOU. THIS WARRANTY GIVES YOU SPECIFIC LEGAL RIGHTS, AND YOU MAY HAVE OTHER RIGHTS THAT VARY FROM STATE TO STATE.
6. Modifications to this Agreement
WPS reserves the right to modify this Agreement from time to time. If WPS does this, WPS will post the changes to this Agreement on this page and will indicate at the top of this page the date this Agreement was last revised. We will also notify You, either through the WPS Services user interface, in an email notification or through other reasonable means. Any such changes will become effective no earlier than thirty (30) days after they are posted, except that changes addressing new functions of the API or other WPS Services or changes made for legal reasons will be effective immediately. Your continued use of the API after the date any such changes become effective constitutes Your acceptance of the new Agreement.
This Agreement does not entitle You to any support for the API, unless You make separate arrangements with WPS and pay all associated fees. Any such support provided by WPS shall be subject to the terms of this Agreement as modified by the associated support agreement.
8. Liability Limitation
NOTWITHSTANDING ANY OTHER PROVISION OF THIS AGREEMENT TO THE CONTRARY, THE ENTIRE CUMULATIVE LIABILITY OF WPS AND ITS SUPPLIERS FOR ANY REASON ARISING FROM OR RELATING TO THIS AGREEMENT OR YOUR LICENSE OR USE OF THE API OR CONTENT SHALL BE LIMITED TO THE AMOUNT PAID BY YOU TO WPS FOR THE API AND/OR CONTENT IN THE SIX (6) MONTHS PRECEDING THE EVENT GIVING RISE TO YOUR CLAIM OR, IF NO FEES APPLY, ONE HUNDRED ($100) U.S. DOLLARS.
TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, WPS AND ITS SUPPLIERS ARE NOT LIABLE FOR ANY INDIRECT, SPECIAL, INCIDENTAL, EXEMPLARY OR CONSEQUENTIAL DAMAGES OR FOR DAMAGES RELATING TO LOSS OF BUSINESS, TELECOMMUNICATION FAILURES, LOSS, CORRUPTION, SECURITY OR THEFT OF DATA, VIRUSES, SPYWARE, LOSS OF PROFITS OR INVESTMENT, INABILITY TO FILE YOUR TAX RETURN , DELAY IN PREPARING YOUR TAX RETURN , INCORRECT OR INCOMPLETE INFORMATION PROVIDED TO WPS, WHETHER BASED IN CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY, PRODUCT LIABILITY OR OTHERWISE, EVEN IF WPS OR ITS SUPPLIERS HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES AND EVEN IF A REMEDY SET FORTH HEREIN IS FOUND TO HAVE FAILED OF ITS ESSENTIAL PURPOSE. IN NO EVENT DOES WPS ASSUME ANY LIABILITY TO ANY PARTY OTHER THAN YOU ARISING OUT OF YOUR USE OR INABILITY TO USE THE API OR CONTENT.
You shall defend, indemnify, and hold harmless WPS from and against any claims, actions or demands, including without limitation reasonable legal and accounting fees, arising or resulting from Your breach of this Agreement, any of Your Apps, or Your other access, contribution to, use or misuse of the API or Content. WPS shall provide notice to You of any such claim, suit or demand. WPS reserves the right to assume the exclusive defense and control of any matter which is subject to indemnification under this section. In such case, You agree to cooperate with any reasonable requests assisting WPS’s defense of such matter.
10. Term and Termination
Subject to earlier termination as provided below, WPS may terminate Your account and this Agreement at any time by providing thirty (30) days prior notice to the administrative email address associated with Your account. Your rights under this Agreement may be terminated by WPS upon fifteen (15) days’ notice if You fail to comply with any term or condition of this Agreement, or upon ten (10) days’ notice upon failure to make the specified payments. Upon such termination, You must immediately cease using and destroy all copies of the API and Content (including any derivatives thereof) in Your possession or control. Any termination of this Agreement shall not affect WPS’s rights hereunder, including all accrued rights to payment and the terms of Sections 2-13. WPS reserves the right to modify or discontinue, temporarily or permanently, the API and Content (or any part thereof). You may terminate Your account with WPS at any time by notifying Us by email at email@example.com.
11. Government Use
If You are part of an agency, department, or other entity of the United States Government (“Government”), the use, duplication, reproduction, release, modification, disclosure or transfer of the API is restricted in accordance with the Federal Acquisition Regulations as applied to civilian agencies and the Defense Federal Acquisition Regulation Supplement as applied to military agencies. The API is a “commercial item,” “commercial computer software” and “commercial computer software documentation.” In accordance with such provisions, any use of the API by the Government shall be governed solely by the terms of this Agreement.
12. Export Controls
You shall comply with all export laws and restrictions and regulations of the Department of Commerce, the United States Department of Treasury Office of Foreign Assets Control (“OFAC”), or other United States or foreign agency or authority, and You shall not export, or allow the export or re-export of the API in violation of any such restrictions, laws or regulations. By using the API, You agree to the foregoing and represent and warrant that You are not located in, under the control of, or a national or resident of any restricted country.
You may not assign this Agreement without the prior written consent of WPS, but WPS may assign or transfer this Agreement, in whole or in part, without restriction. This Agreement (and any additional terms and conditions with which WPS amends or supplements this Agreement), together with the WPS Terms of Service, is a complete statement of the agreement between You and WPS with regards to the subject matter hereof, and sets forth the entire liability of WPS and its Suppliers and Your exclusive remedy with respect to the API and Content and their use. You agree that WPS is not acting as Your agent or fiduciary in connection with Your use of the API or Content. The Suppliers, agents, employees, distributors, and dealers of WPS are not authorized to make to make any additional representations, commitments, or warranties binding on WPS. Any waiver of the terms herein by WPS must be in a writing manually signed by an authorized officer of WPS and expressly referencing the applicable provisions of this Agreement. WPS shall be not be liable for any default or delay in the performance of its obligations under this Agreement to the extent its performance is delayed or prevented due to causes beyond its reasonable control, such as acts of God, natural disasters, terrorist acts, war or other hostilities, labor disputes, civil disturbances, the actions or omissions of third parties, electrical or communication system failures, or governmental action. If any provision of this Agreement is invalid or unenforceable under applicable law, then it shall be changed and interpreted to accomplish the objectives of such provision to the greatest extent possible under applicable law, and the remaining provisions will continue in full force and effect. This Agreement shall be governed by Utah law as applied to agreements entered into and to be performed entirely within Utah, without regard to its choice of law or conflicts of law principles that would require the application of law of a different jurisdiction, and applicable federal law. The parties hereby consent to the exclusive jurisdiction and venue in the state courts in Salt Lake County, Utah or federal court for the District of Utah. Headings are included for convenience only, and shall not be considered in interpreting this Agreement. As used in this Agreement “including” means “including but not limited to”. This Agreement does not limit any rights that WPS may have under trade secret, copyright, patent or other laws.