The basics
Welcome to the payware Partner Platform! payware LLC and its affiliates (referred to as payware, we, our or us) have created these Terms and Conditions (these Terms) so that partners like you can enjoy the benefits of our Partner Platform while protecting both payware’s and its users’ rights.
These Terms govern your access to and use of our APIs, SDKs, app keys and access tokens, and partner webpages and documentation (Documentation) (collectively, the Partner Platform). The Partner Platform is designed to allow you to integrate your new and existing applications, products, and services (Your Product) with payware’s own applications, products and services (collectively, the payware Service), through integrations via the Partner Platform (Your Integration).
By clicking on I agree (or a similar box or button) or using the Partner Platform, you agree to be bound by these Terms. In these Terms, you are referred to as Partner or you. Partner or you, also means:
You will procure that any third-party subcontractor that you use complies with these Terms.
To access the Partner Platform, you must follow the registration process established by payware. payware may approve or deny access to the Partner Platform in its sole discretion. When you register, you may be subject to payware’s Merchant Account Terms, Payment Institution Account Terms, Independent Software Vendor Terms and Privacy Policy, as well as any additional registration terms specified by payware. You cannot develop any Integrations or associated services that are in contravention of the payware’s Terms and Policies.
Using the API
Subject to these Terms, you may use the Partner Platform solely to enable Your Product to access or interface with the payware Service and as set forth in these Terms (your Use Rights). Your use must be as permitted in our Documentation and is subject to call, usage and other limits as described in the Documentation (as may be modified from time to time, and which are incorporated into these Terms) or as we otherwise notify you. All of your rights are non-assignable, non-transferable, and non-sublicensable.
Unless otherwise specified in these Terms, your use within these Use Rights is permitted in** the boundaries stipulated in your account plan, but not to exceed, the payware API limits set forth in the Documentation. payware reserves the right to change this arrangement with prior notice to you.
If you are a Connector, you are only permitted to pass through any User Data to the Ultimate Recipient on behalf of which you are connecting to the Partner Platform.
If you subcontract the development of Your Product, You will procure that any third party subcontractor engaged by you is only passing through any User Data to you. Such subcontractors shall have no other use rights.
You agree not to use, nor permit any third party to use the Partner Platform in a manner that violates any applicable law, regulation or these Terms.
If you are unsure whether your intended use case(s) comply with these Terms, please reach out to partners@payware.eu before investing time and resources into building Your Product’s integration with payware. payware reserves the rights to modify or amend this policy, in its sole discretion, at any time.
While we may provide you with support or modifications for the Partner Platform, we are not obligated to do so and have no obligation to fix or respond to errors you may encounter. In our discretion and without liability to you, or with prior notice, we may add, remove or modify any features of the Partner Platform; impose additional eligibility requirements or restrictions for access to the Partner Platform; or discontinue the Partner Platform.
a. Brand Features
Brand Features means the trade names, trademarks, service marks, logos, domain names, and other distinctive brand features of each party. You may not use payware Brand Features without payware’s prior written consent. You give consent to payware to use your Brand Features within its applications and services so that users can access Your Integration. You agree to provide payware with appropriate Brand Features for this purpose.
b. Publicity
You may promote Your Integration, including talking to traditional and online media and your users about Your Integration, but you may not issue any formal press release via traditional or online media referring to payware without payware’s prior written consent. You may not make any legal representations, guarantees or warranties on behalf of payware or with respect to the Partner Platform or the payware Service. If you become aware that any public-facing articles are being developed by independent publications or authors connecting Your Integration to payware, then you agree to immediately inform payware at media@payware.eu.
payware may publicly refer to you, orally or in writing, as a user of the Partner Platform. We may also publish your Brand Features (with or without a link to Your Product) on our websites, in press releases, and in promotional materials without your prior consent.
Our rights
a. User Relationships
Any user’s access or use of the payware Service itself is subject to payware’s Terms and Policies or other applicable terms agreed by payware with the user, not Your Terms. Your Product must include your own legally binding terms of use and privacy policy (Your Terms) that are publicly available to your third-party users. If a user of the payware Service allows Your Product to retrieve any User Data from the payware Service, you must (1) access only the minimum data fields Your Product needs to work properly, as permitted by the user and (2) ensure the User Data is collected, processed, transmitted, maintained and used in accordance with Your Terms, all Laws (defined below) and reasonable measures that protect the privacy and security of the User Data, including at a minimum:
Without limiting the foregoing, Your Terms must contain clear and legally adequate disclosures about the nature of Your Product’s integration with payware and the User Data you are collecting and how you may use it.
b. Be a team player
We hope our Partner Platform will allow you to bring something awesome to your users. However, to do this, we need your cooperation on a few things. You agree not to use, nor allow any third party to use, the Partner Platform to:
c. Your Representations and Indemnity
You are solely responsible for your use of the Partner Platform, Your Product and any data or content that you use with the Partner Platform.
You represent and warrant that (a) you have full power and authority to enter into and perform these Terms; (b) your use of the Partner Platform and Your Product will not violate any third party rights (including intellectual property rights and rights of privacy or publicity) or any laws, rules, regulations or orders, including those relating to data privacy, data transfer, international communications and the export of technical or personal data (Laws); (c) all information you provide to payware is and will be true, accurate, and complete; and (d) you will not interfere with payware’s business practices, the way in which it offers the payware Service or the Partner Platform or any third party products or networks used with the Partner Platform. You will indemnify, defend (at payware’s request) and hold harmless payware and its affiliates and their respective directors, officers, employees, agents, contractors, end users and licensees from and against any claims, losses, costs, expenses (including reasonable attorneys’ fees), damages or liabilities based on or arising from (i) your use of the Partner Platform, (ii) Your Integration and your relationships or interactions with any users or third party distributors of Your Integration, or (iii) your breach or alleged breach of these Terms. payware may at its own expense participate in the defense and settlement of any claim with its own counsel, and you may not settle a claim without payware’s prior written consent (not to be unreasonably withheld).
The Partner Platform, payware Service and all other payware Materials (defined below) are provided “as is” and “with all faults”. payware and its third-party licensors disclaim all representations, warranties and guarantees, whether express, implied, or statutory, including implied warranties of merchantability, title, non-infringement and fitness for any purpose. payware makes no representation, warranty, or guarantee (a) related to reliability, accuracy, or completeness of the Partner Platform or any payware Materials, (b) that payware will continue to offer the Partner Platform or (c) that use of any payware Materials will be secure, timely, uninterrupted, error-free or meet partner’s requirements or expectations. You may have other statutory rights; in which case the disclaimers above will apply to the full extent permitted by law.
To the maximum extent permitted by law: (a) payware will not be liable for any loss of use, lost or inaccurate data, failure of security mechanisms, interruption of business, costs of delay or any indirect, consequential, special, exemplary, punitive, or other liability related to the payware materials or otherwise under these terms, whether in contract, tort or any other legal theory; and (b) in any event payware’s entire aggregate liability under these terms will be limited to the greater of (1) the amount you paid us (if any) to use the Partner Platform in the twelve (12) months preceding the claim or (2) one thousand euros (€1000). You acknowledge and agree that this section 8 reflects a reasonable allocation of risk and that payware would not enter into these terms without these liability limitations. This section 8 will survive notwithstanding any limited remedy’s failure of essential purpose.
a. payware Independent Development and Patent Issues
You understand and acknowledge that payware may be independently creating (or may receive from third parties) features, applications, content, or other products or services that may be similar to or competitive with Your Product, and nothing in these Terms will be construed as restricting or preventing payware from doing so. In addition, in order to allow others to benefit from the Partner Platform, you agree not to assert (or assist or encourage anyone in asserting) any patent claims against payware (or its users, customers partners or partners, or payware’s or their respective successors, assigns) where such patent claim relates to the integration, combination or interface of any applications, products or services with the payware Service or our other products or services.
b. Partner Exception to Privacy Policy
payware may reveal personal information about partners for attribution purposes, handling inquiries from users or potential users, and other purposes payware reasonably deems necessary under these Terms. You understand and agree that payware may access, preserve, and disclose your personal information and your partner account details if required to do so by law or in a good faith belief that such access, preservation, or disclosure is reasonably necessary to comply with legal process or to protect the rights, property, or safety of payware, its affiliates or partners, its users, or the general public.
c. payware’s Rights
As between you and us, we own all rights, title, and interest, including all intellectual property rights, in and the Partner Platform, payware Service, payware’s Brand Features, our other products and services, and all related technology, websites and content, and any modifications or derivative works of the foregoing (collectively, the payware Materials). Except for the limited use right expressly granted to you under these Terms, payware does not grant you any right, title, or interest in the payware Materials. If you provide us with any suggestions, comments or other feedback relating to the payware Materials (Feedback), you grant us a worldwide, royalty-free, non-exclusive, perpetual and irrevocable license to use, copy, modify, sublicense (through multiple tiers) and otherwise exploit the Feedback (including any ideas, concepts, methods, know-how or techniques embodied in Feedback) for any purpose, without any restriction or obligation to you based on intellectual property rights or otherwise.
d. Your Integration
You retain ownership of any intellectual property rights in Your Integration, subject to payware’s rights in any underlying payware Materials. You agree to provide us with a reasonable number of copies of or other access to Your Integration. During the term of these Terms you hereby grant to us a paid-up, royalty-free, non-exclusive, worldwide, irrevocable, right and license, under all of your intellectual property rights, to: (a) use, perform, and display Your Integration and its content for purposes of our internal testing purposes (including security testing) and for marketing, demonstrating, and making your Integration available to users; and (b) link to and direct users to Your Product and Your Integration. Following the termination of these Terms and upon written request from you, payware will make commercially reasonable efforts, as determined in its sole discretion, to remove all references and links to Your Integration from payware’s website and the payware Service. payware has no other obligation to delete copies of, references to, or links to Your Product.
a. payware Confidential Information
payware may provide certain information to you that is confidential or proprietary (payware Confidential Information). payware Confidential Information consists of (a) your access keys or logins for the Partner Platform, any non-public elements of the Partner Platform or any pre-release information about the payware Service and (b) anything identified or marked as “Confidential” or “Proprietary” or that you should reasonably understand to be confidential or proprietary under the circumstances. You may use payware Confidential Information only for the purposes of these Terms. You may not disclose any payware Confidential Information to third parties, other than your employees, agents, and advisors with a need to know and for whom you agree to remain responsible under these Terms.
b. Your Confidential Information
You should not disclose any information to payware that you consider to be confidential. To avoid any potential confusion, you agree that any unsolicited information you provide to payware in relation to the Partner Platform will be non-confidential and that payware may use it under the same terms as for Feedback above. However, this Section 10.b does not apply to the extent you have entered into a separate non-disclosure agreement (NDA) or other confidentiality terms with payware addressing your confidential information in relation to the Partner Platform.
Legal bits and pieces
These Terms remain in effect until terminated. You may terminate these Terms at any time by ceasing all use of the Partner Platform and notifying payware. We may terminate these Terms for any reason or any reason upon ten (10) days’ notice to you. In addition, we may suspend or terminate these Terms (or your use of all or any of the Partner Platform) immediately if we believe you have violated these Terms or any payware Services Terms, if we believe the use of Your Integration with the Partner Platform is not in our or our users’ best interests, if we cease to offer the Partner Platform or as required by Laws. Upon termination of these Terms:
We may modify these Terms or any additional terms that apply to the Partner Platform. We’ll post notice of modifications to these Terms or the additional terms within the documentation for the Partner Platform. Changes are effective sixty (60) days after they are posted. However, changes specific to new functionality for the Partner Platform, changes made for legal reasons, and any changes to our Documentation or referenced policies will be effective immediately. You may be required to accept the modified Terms in order to continue using the Partner Platform, and in any event, you agree that your continued use of the Partner Platform after the changes become effective constitutes acceptance of the modified terms.
If you use the Partner Platform and provide a financial service or product, you are prohibited from using the Partner Platform unless you obtain payware’s written consent to each financial services use case (Valid Permission). Further, you represent, warrant and covenant on a continuing basis that you:
a. Miscellaneous
Except as set forth in Section 2 (Registration) regarding the payware Services Terms, these Terms constitute the entire agreement between payware and you with respect to the subject matter in these Terms, and they supersede any and all prior proposals (oral and written), understandings, representations and other communications between you and us. They do not create any third-party beneficiary rights.
If you do not comply with these Terms, and payware does not act right away, this does not mean that payware is giving up any rights that it may have (such as taking action in the future). If any provision of these Terms is found by a court of competent jurisdiction to be invalid, the parties agree that the court should endeavor to give effect to the parties’ intentions as reflected in the provision, and the other provisions of these Terms remain in full force and effect.
In these Terms, “including” (and similar terms) are to be construed without limitation, and headings are for convenience only. You may not assign these Terms, in whole or in part, without payware’s prior written consent, and any assignment without such consent is null and void. payware may assign, transfer, or delegate these Terms in its discretion.
You acknowledge that your breach of these Terms may cause irreparable harm to payware, the extent of which would be difficult to ascertain. Accordingly, you agree that, in addition to any other remedies to which payware may be legally entitled, payware will have the right to seek immediate injunctive relief in the event of a breach of these Terms by you or any of your officers, employees, consultants, or other agents.
b. Governing Law and Jurisdiction
These Terms and all rights and obligations contained herein shall be governed by the Bulgarian laws. Both parties irrevocably submit to the exclusive jurisdiction of the courts of Republic of Bulgaria.