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Worldpay Developer Terms Of Use for Android

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.

These Worldpay Developer Terms of Use (the “Terms of Use”) apply to the access and use by you of the software developer kits, including any application programming interfaces (“APIs”), documentation, source code and code libraries which are used by Worldpay in, or for the purposes of developing, them (all together, the “SDKs”) currently available at the following websites or repositories:

  • Worldpay.com

  • GitHub

  • Maven Central

other than the source code and code libraries which are subject to open-source licenses (the “Open Source Materials”), to which such licenses shall apply as per Appendix A to these Terms of Use.

By accessing and using the SDKs, you agree to these Terms of Use.

Please note that these Terms of Use are in addition to the terms and conditions relating to your business use of acquiring, other payment services and related technical services provided by Worldpay (the “Worldpay Services”) that you subscribe to (the “Merchant Services Agreement”). In order to use the SDKs, You need to be customer of Worldpay who has entered into Merchant Services Agreement. If you are a customer, in the event of a conflict between these Terms of Use and a Merchant Services Agreement, the Merchant Services Agreement shall prevail.

Please also carefully read the Worldpay Privacy Policy, to be found at http://www.worldpay.com/uk/privacy-policy. The Worldpay Privacy Policy governs how Worldpay may use certain information we obtain from and about you in conjunction with your activities related to the SDKs.

1. Integrated Applications

Subject to the limitations, terms and conditions set forth in these Terms of Use, Worldpay hereby grants you a limited license to use the SDKs solely to:

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.

Other than as expressly permitted under these Terms of Use, you may not reproduce, and shall not cause, assist or permit any third party to disassemble, decompile, decrypt, extract, reverse engineer, distribute, or time or bureau-share the SDKs or the Worldpay Systems, or otherwise apply any procedure or process to the SDKs and the Worldpay Systems in order to ascertain, derive, and/or appropriate for any reason or purpose, the source code or source listings for the SDKs or the Worldpay Systems or any algorithm, process, procedure or other information contained in the SDKs or in the Worldpay Systems.

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

If you collect any personal information or data via your Integrated Applications, you must ensure that it is collected, processed, transmitted, maintained and used in compliance with all applicable laws and a privacy policy that you post in conjunction with, and make available to users of, the Integrated Applications. You must comply with the terms and conditions of your privacy policy and employ all necessary measures to protect such data and information.

4. Our Products and Your Feedback

Other than as expressly provided under these Terms of Use, these Terms of Use, and your access to and use of the SDKs, do not grant you any rights in any of the SDKs Worldpay Systems, or any other intellectual property rights of Worldpay, including, without limitation the right to practice any patent. Although you may develop Integrated Applications using only the rights granted under these Terms of Use, you, or the party desiring to operate the Integrated Application in conjunction with the Worldpay Service, will be required to enter into a Merchant Services Agreement. Access to and use of the SDKs pursuant to this Agreement does not grant or imply any right to access and use the Worldpay Services or any of its associated intellectual property rights. In addition as between Worldpay and you, Worldpay retains exclusive ownership of any and all right, title and interest (including all intellectual property rights) in the SDKs, the Worldpay Services and the Worldpay Systems.

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 represent and warrant that you (and your Integrated Applications) will comply with all applicable laws and regulations in respect of your exercise of your rights and obligation under these Terms of Use and in any of your dealings with respect to the SDKs and the Worldpay Systems.

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.

8. Disclaimer

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.

9. Indemnity

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).

11. Modification

We may revise these Terms of Use from time to time and the most current version will always be posted inWorldpay Developer Terms Of Use for Android. By continuing to access or use the SDKs after revisions become effective, you agree to be bound by the revised Terms of Use. If you do not agree to the new terms, please stop using the SDKs and cease all use, operation, support, promotion, and distribution of all of your Integrated Applications.

12. General

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.

These Terms of Use constitute the entire agreement between you and Worldpay with respect to the SDKs, and supersede and replace any other agreements, terms and conditions applicable to the SDKs. In choosing to agree to these Terms of Use, you do not rely on any statement or promise from us which is not set forth in these Terms of Use. These Terms of Use create no third party beneficiary rights. Our failure to enforce a provision is not a waiver of our right to do so later. If a provision is found unenforceable the remaining provisions of these Terms of Use will remain in full effect and an enforceable term will be substituted reflecting our intent as closely as possible. You may not assign any of your rights in these Terms of Use, and any such attempt is void, but Worldpay may assign its rights to any of its affiliates or subsidiaries, or to any successor in interest of any business associated with the Worldpay Services and/or the Worldpay Systems. Worldpay and you are not legal partners or agents.

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.