Worldpay includes within its group, Worldpay (UK) Limited, Worldpay Limited and Worldpay AP Ltd. The reference to “Worldpay” (or “we” or “us”) includes these companies and all their group affiliates.
“You” or “you” in this policy means a person who is accessing, using or applying to use the SDKs (as defined below) either on his or her own account or on behalf of a business, including in relation to a customer or prospective customer of Worldpay, any sole trader and any principals, including the managing and financial directors, any other directors and officers, partners and beneficial owners of a customer as well as any member of staff accessing or using the SDKs on behalf of a legal entity.
1. Integrated Applications
i. develop, copy or distribute an applet, application, library, software or other materials (all or any of the foregoing are “Integrated Applications”) which integrate with either the Worldpay payment platform or the Worldpay payment gateway (the “Worldpay Systems”); and
ii. create Integrated Applications for use in integrating with the Worldpay Systems. Integrated Applications must comply with relevant Worldpay policies and requirements as displayed on the Worldpay websites or as communicated by Worldpay to you from time to time.
2. Prohibited Actions
You must not, and must not attempt to:
i. use, display, mirror or frame (including in meta-tags or hidden text) Worldpay websites, or any individual element of Worldpay websites, Worldpay Systems, or any individual element of Worldpay Systems, Worldpay's name, trade marks, logos or other proprietary information, or the layout and design of any page or form contained on a page, without Worldpay's express written consent other than to identify the source of the Worldpay services provided under the Merchant Services Agreement; or
ii. use the SDKs to develop or to provide any payment processing service, payment gateway, or similar service or system to the Worldpay Systems or the Worldpay services. Using the SDKs to allow a customer of Worldpay to process payments through Worldpay is acceptable subject always to a valid Merchant Services Agreement being in place between such customer and Worldpay. In particular, the SDKs shall not be used to develop your own payment gateway which may copy, imitate or is similar to any portions of the Worldpay Service, is expressly forbidden.
You may not rent, lease, assign, sublicense, transfer, modify, alter, or time share the SDKs or the Worldpay Systems.
You shall not gain or attempt to gain unauthorized access to any portion of the Worldpay Systems, or its related systems or networks for use in any manner for which you are not expressly licensed or facilitate any such unauthorized access for or by any third party.
In addition, you may not interfere or disrupt THE Worldpay Services or the Worldpay Systems, disobey any related network access or security requirements, policies procedures or regulations of Worldpay (including the enabling of any viruses, Trojan horses, trap doors, back doors, worms, time bombs, cancelbots, adware, spyware or other computer programming routines) designed or intended to damage, interfere with or devalue the Worldpay Services and the Worldpay Systems.
3. End User Data
4. Our Products and Your Feedback
If you provide us with feedback or other materials related to the SDKs, the Worldpay Systems or to the Worldpay Services, please be aware that we may, at our discretion, on a perpetual basis and for any purpose, use, modify, incorporate into the SDKS, THE Worldpay Systems and the Worldpay Services and/or into any related license and sublicense, any feedback, comments, or suggestions you send us or post in our forums, without any obligation to you.
5. Other Platforms and Users
You are fully responsible for any dealings with (a) the platforms and operating systems on which your Integrated Applications are distributed and used; and (b) the users of your Integrated Applications. Other than the support we agree to provide for Worldpay Services under the relevant Merchant Services Agreement, we have no obligation to provide support to users for your Integrated Applications. Unless you have written permission to do so from Worldpay, you must not state or imply any endorsement by Worldpay of your Integrated Applications, or other products or services.
You shall not make any representations about your Integrated Applications, the Worldpay Services, the Worldpay Systems or Worldpay's products or services that are in any way false or misleading.
6. Compliance with Legal Requirements
You will not to distribute, export, re-export, or facilitate in any way the export or re-export of the SDKs (and/or any associated intellectual property rights) in violation of any such restrictions, laws, or regulations.
7. Representations and Warranties
You represent and warrant that you have the full right, power and authority to make, distribute, operate, support, and promote your Integrated Applications and to enter into these Terms and Conditions; and that your Integrated Applications and their contemplated uses will not infringe the intellectual property rights or other rights of third parties.
THE SDKS, THE APIS, AND ALL WORLDPAY SOFTWARE ARE PROVIDED "AS IS", AT YOUR OWN RISK, WITHOUT EXPRESS OR IMPLIED WARRANTY OR CONDITION OF ANY KIND. WE ALSO DISCLAIM ANY WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE OR NON-INFRINGEMENT. IN NO EVENT SHALL WE BE LIABLE FOR ANY CLAIM, DAMAGES OR OTHER
LIABILITY, WHETHER IN AN ACTION OF CONTRACT, TORT OR OTHERWISE, ARISING FROM,
OUT OF OR IN CONNECTION WITH THE SDKS, THE APIS OR ANY WORLDPAY SOFTWARE OR THE USE OF, OR OTHER DEALINGS IN, THE SAME.
You will indemnify, defend and hold us, our affiliates, agents, and licensors harmless from any losses, whether direct or indirect, costs or claims of any kind whatsoever (including reasonable attorneys' fees) relating to: (a) any allegation that your Integrated Applications or the use of them infringes the intellectual property rights of any third party; (b) your breach of this Agreement or any act or omission by you in connection with your use of the SDKs; (c) your Integrated Applications; and/or (d) your collection or use of users' information and data. We will be entitled, at our expense, to participate in the defence and settlement of the claim or action with counsel of our own choosing. You may not settle any claims that limit our rights without our prior written consent (which will not be unreasonably withheld).
10. Limitation of Liability
IN NO EVENT WILL WORLDPAY, ITS AFFILIATES, AGENTS OR LICENSORS BE LIABLE FOR (A) ANY INDIRECT, SPECIAL, INCIDENTAL, PUNITIVE, EXEMPLARY OR CONSEQUENTIAL DAMAGES, OR (B) ANY LOSS OF PROFITS, LOSS OF BARGAIN, LOSS OF GODWILL (OR OTHER DAMAGES TO REPUTATION), LOSS OF OPPORTUNITY, BUSINESS INTERRUPTION OR LOST DATA, WHETHER DIRECT OR INDIRECT, AND REGARDLESS OF LEGAL THEORY, WHETHER OR NOT WORLDPAY HAS BEEN WARNED OF THE POSSIBILITY OF SUCH DAMAGES, AND EVEN IF A REMEDY FAILS OF ITS ESSENTIAL PURPOSE.
THE AGGREGATE LIABILITY FOR ALL CLAIMS RELATING TO OUR SERVICES MORE THAN THE GREATER OF GBP ONE HUNDRED (£100).
THE PARTIES AGREE THAT THIS AGREEMENT SHALL BE CONSTRUED AND ENFORCED IN ACCORDANCE WITH THE LAWS OF ENGLAND AND WALES, AND SUBMIT TO THE EXCLUSIVE JURISDICTION OF THE ENGLISH COURTS.
APPENDIX A – OPEN SOURCE MATERIALS
1. GSON MATERIAL
The Apache License, found at https://github.com/google/gson/blob/master/LICENSE , applies to the distribution of the GSON Open Source Materials.
2. BOUNCY CASTLE MATERIAL
A dedicated license, found at http://www.bouncycastle.org/licence.html , applies to the distribution of the Bouncy Castle Open Source Materials.