Terms of Service
API LicensesLast revised June 2019
Certain software including APIs, SDKs and related documentation are made available through this website. Any such materials are subject to the following license agreement.
This Software End User License Agreement ("Agreement") is between you (both the individual downloading and/or installing the Software and any legal entity for which the individual is acting) ("You", "Your", or “User”) and WORLDPAY, LLC ("Worldpay").
TAKING ANY STEP TO SET UP, DOWNLOAD OR INSTALL THE SOFTWARE MEANS THAT YOU ACCEPT ALL OF THE TERMS OF THIS LICENSE AGREEMENT. PERMISSION TO DOWNLOAD, INSTALL AND/OR USE THE SOFTWARE IS EXPRESSLY CONDITIONED ON YOU FOLLOWING THESE TERMS. IF YOU DO NOT AGREE TO ALL OF THE TERMS OF THIS AGREEMENT, YOU ARE NOT AUTHORISED TO USE THE SOFTWARE AND MUST STOP INSTALLING IT OR UNINSTALL IT, AS APPLICABLE.
1.1. "Documentation" means written documentation, specifications and help content made generally available by Worldpay on this site to aid in installing and using the Software, or otherwise provided by Worldpay to you in connection with the Software.
1.2. "Software" means the software, computer code, whether in binary or source code format, SDK or API and the associated media or data supplied with such software and any upgrades or updates of such software provided by or downloaded from Worldpay by you.
1.3. “Third Party Software” means, if applicable, any third-party software with which the Software is designed to be used, as described in the Documentation.
2. SOFTWARE LICENSE
2.1. Limited License. Subject to this Agreement's restrictions, Worldpay grants to You a limited, revocable, non- exclusive, non-transferable, royalty-free license (without the right to sublicense) to use and access the Software solely in connection with your relationship with Worldpay and for no other purpose. If applicable, this license includes the right to:
2.1.1. install a single copy of the Software on the equipment containing the Third-Party Software, solely for the purpose of using the Software in connection with the Third Party Software and Worldpay’s own products, as described in the Documentation ("Authorized Use");
2.1.2. use the Documentation in support of Your Authorized Use; and
2.1.3. make one copy of the Software solely for backup purposes, provided that all titles and trademark, copyright and restricted rights notices are reproduced on the copy.
2.2. Ownership. Worldpay or its licensor retains all right, title and interest in and to all patent, copyright, trademark, trade secret and other intellectual property rights in the Software and Documentation, and any derivative works thereof. You do not acquire any other rights, express or implied, beyond the limited license set forth in this Agreement. 2.3. No Support. Worldpay has no obligation to provide support, maintenance, upgrades, modifications or new releases for the Software or Documentation under this Agreement.
3.1. You undertake not to:
3.1.1. rent, lease, sub-license, loan, translate, merge, adapt, vary or modify the Software or Documentation;
3.1.2. make alterations to, or modifications of, the whole or any part of the Software, nor permit the Software or any part of it to be combined with, or become incorporated in, any other software other than the Third-Party Software if applicable as described in the Documentation;
3.1.3. disassemble, decompile, reverse-engineer or create derivative works based on the whole or any part of the Software nor attempt to do any such thing;
3.1.4. provide or otherwise make available the Software in whole or in part (including but not limited to program listings, object and source program listings, object code and source code), in any form to any person other than your employees without the prior written consent of Worldpay.
4. OWNERSHIP. As between Worldpay and User, except for the limited licenses granted by this Agreement: (i) Worldpay retains all rights, title and interest in and to all intellectual property rights embodied in or associated with the Software and Documentation. There are no implied licenses under this Agreement, and any rights not expressly granted to User hereunder are reserved by Worldpay.
5. FEEDBACK. User agrees that it may provide timely feedback to Worldpay regarding the functionality of the Software, which may include bug reports, test results and the reproduction of any discovered issues. User agrees that all feedback provided by User in any form shall be the property of Worldpay and hereby assigns all rights it may have in the feedback and in all related intellectual property, including but not limited to patents, patent applications, copyrights, mask work rights, trademarks, trade secrets, rights of priority and other proprietary rights that User creates or develops in the process of testing the Software to Worldpay.
6. WARRANTY DISCLAIMER. THE SOFTWARE AND DOCUMENTATION ARE PROVIDED "AS IS" WITHOUT ANY REPRESENTATIONS OR WARRANTIES, AND YOU AGREE TO USE THEM AT YOUR SOLE RISK. TO THE FULLEST EXTENT PERMISSIBLE BY LAW, WORLDPAY EXPRESSLY DISCLAIMS ALL WARRANTIES OF ANY KIND WITH RESPECT TO THE SOFTWARE AND DOCUMENTATION, WHETHER EXPRESS, IMPLIED OR STATUTORY, INCLUDING ANY WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, SATISFACTORY QUALITY, ACCURACY, TITLE OR NON-INFRINGEMENT OF THIRD PARTY RIGHTS.
7. LIMITATION OF LIABILITY. IN NO EVENT WILL WORLDPAY OR ITS AFFILIATES BE LIABLE IN CONNECTION WITH THIS AGREEMENT OR ITS SUBJECT MATTER, UNDER ANY THEORY OF LIABILITY, FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL OR PUNITIVE DAMAGES, OR DAMAGES FOR LOST PROFITS, REVENUE, BUSINESS, SAVINGS, DATA, USE, OR COST OF SUBSTITUTE PROCUREMENT, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES OR IF SUCH DAMAGES ARE FORESEEABLE. IN NO EVENT WILL WORLDPAY’S LIABILITY FOR ALL DAMAGES EXCEED THE AMOUNTS ACTUALLY PAID BY YOU TO WORLDPAY FOR THE SOFTWARE. THE PARTIES ACKNOWLEDGE THAT THE LIABILITY LIMITS AND RISK ALLOCATION IN THIS AGREEMENT ARE REFLECTED IN THE SOFTWARE PRICE AND ARE ESSENTIAL ELEMENTS OF THE BARGAIN BETWEEN THE PARTIES, WITHOUT WHICH WORLDPAY WOULD NOT HAVE PROVIDED THE SOFTWARE OR ENTERED INTO THIS AGREEMENT.
8. INDEMNITY. User agrees to defend Worldpay against any and all actions, demands, claims and suits and indemnify and hold Worldpay harmless from any and all losses, liabilities, damages, costs, and expenses arising out of: (a) any non-compliance by User with this Agreement; (b) use of the Software or Documentation in any manner that is inconsistent with or not expressly permitted by this Agreement; and (c) User’s negligence or willful misconduct, all to the maximum extent permitted by law. In the event Worldpay seeks defense or indemnification from User under this section, Worldpay will notify User in writing of the claim(s) brought against Worldpay for which it seeks defense or indemnification. Worldpay reserves the right, at its option and sole discretion, to assume full control of the defense of claims with legal counsel of its choice. User may not enter into any third-party agreement, which would, in any manner whatsoever, affect the rights of Worldpay, constitute an admission of fault by Worldpay or bind Worldpay in any manner, without the prior written consent of Worldpay.
9. TERMINATION. This Agreement is effective until terminated. Worldpay may terminate this Agreement at any time upon Your breach of any provision. If this Agreement is terminated, You will stop using the Software, permanently delete it from the equipment where it resides, and destroy all copies of the Software and Documentation in Your possession, confirming to Worldpay in writing that You have done so. Sections 2.2, 2.3, 3, 4, 5 and 7 will continue in effect after this Agreement's termination.
10. EXPORT CONTROL LAWS. Any API and Documentation and User’s use thereof are subject to U.S. and international laws, restrictions, and regulations that may govern the import, export, and use of any API and Documentation. User agrees to comply with all the laws, restrictions and regulations.
11. GENERAL TERMS 11.1. Law. This Agreement and all matters arising out of it are governed by the laws of Ohio, and the parties irrevocably consent to the exclusive jurisdiction of the courts of Ohio. Application of the United Nations Convention on Contracts for the International Sales of Goods is expressly excluded. 11.2. Severability and Waiver. If any provision of this Agreement is held to be illegal, invalid or otherwise unenforceable. 11.3. Except as may otherwise be provided in our Privacy Statement, https://www.worldpay.com/us/privacy-policy-us our blog, information provided by you to us and other public communications are public and not private communications. We reserve the right to monitor some, all, or no areas of this website for adherence to these Terms and Conditions or for any other purpose. You acknowledge that by providing you with the ability to distribute Postings on this website, we are acting as a passive conduit for such distribution and we are not undertaking any obligation or liability relating to any Postings or activities, nor do we endorse any such Postings. Although we reserve the right to remove, without notice, any Posting for any reason, we have no obligation to review content prior to the content’s posting or to delete Postings that you may find objectionable or offensive. We are not responsible for maintaining a copy of any material we remove from our website, and we are not liable for any loss you incur in the event that content you post or transmit to our website is been removed.