Update on: June 4, 2022
Thank you for your interest in the Fiserv Developer Studio. Fiserv Solutions, LLC and/or our Affiliates will provide the Developer Studio, including the Developer Build Space, to you subject to these terms of use. These terms, together with the Documentation and any applicable polices and guidelines, constitute a legal agreement between you and Fiserv for your use of the Developer Studio (Terms). By registering for a Developer Account, you agree to be bound by these Terms. If you register for a Developer Account on behalf of a legal entity, you represent and warrant that you have the authority to bind that entity to these Terms and all references to “you” in these Terms will then refer to that entity. The Developer Studio is not offered to any person under the age of 13. If you are over the age of 13 but under the age of 18, you must either: (1) be an emancipated minor, or (2) have obtained the legal consent of your parent or legal guardian to use this Developer Studio and agree to these Terms.
Capitalized terms used in these Terms have the meanings stated below or where defined in the context in which they are used.
1.1 Affiliate means any entity that controls, is controlled by, or is under common control with you or us where “control” means the direct or indirect ownership of more than 50% of the voting securities of you or us, as applicable.
1.2 App means any software, service, content or digital materials that you own or operate that interacts with the Fiserv APIs.
1.3 Applicable Law means all applicable laws (including common law) and regulations (including laws regarding the import or export of data or software, data security, privacy, and local laws) that are applicable to a party, to a party’s business or to a party’s obligations under these Terms.
1.4 Card Association Rules means the bylaws, rules, regulations, releases, interpretations and other requirements (whether contractual or otherwise) imposed or adopted by any card association (as amended from time to time by such card association), including the Payment Card Industry Data Security Standards.
1.5 Confidential Information means any information relating to Fiserv, our Affiliates or our business of a confidential and proprietary nature (including any trade secrets, know-how, formulas, source code, inventions, beta software and other code not commercially released, processes, diagrams, schematics, customer lists, or information relating to such party’s operational, strategic, or financial matters, customers or suppliers) that you may obtain in writing, orally, by observation or otherwise.
1.6 Developer Account means an account you create to access the Developer Build Space.
1.7 Developer Build Space means the development environment, including the Fiserv APIs, Developer Sandbox, Test Environment and Documentation, that can be accessed by you through a registered Developer Account.
1.8 Developer Sandbox means a limited simulation environment which enables you to view and execute Fiserv APIs in isolation (i.e., not in a Test Environment).
1.9 Developer Studio means the website located at https://developer.fiserv.com.
1.10 Documentation means the operating instructions, user manuals, help files, Swagger documentation, and other documentation, and any updates to these, in written or electronic form, which we may make available to you that are intended to be used in connection with your activities within the Developer Studio.
1.11 Fiserv or we or us or our means Fiserv Solutions, LLC and our Affiliates, although on occasion Fiserv and our Affiliates may be separately referenced for emphasis or clarity.
1.12 Fiserv API(s) means the application programming interface(s) to the Fiserv Platform, including any associated software development kits.
1.13 Fiserv Intellectual Property means (1) all Confidential Information, (2) all Intellectual Property Rights of Fiserv (whether owned, controlled, or licensed by Fiserv) including Fiserv Marks, (3) the Developer Studio (which, for clarity, includes the Developer Account and Developer Build Space), (4) Fiserv Platform, and (5) all derivative works which involve modification to any of the foregoing.
1.14 Fiserv Marks means the names, logos, trademarks, trade names, and service marks of Fiserv or our Affiliates.
1.15 Fiserv Platform means the proprietary products, software, and services of Fiserv or our Affiliates.
1.16 Integration means the integration you build between your systems or services and a Fiserv Platform using the Fiserv APIs in the Developer Build Space.
1.17 Intellectual Property Rights means all patents, trademarks, service marks, copyright and related rights, domain names, design rights, database rights, and all other similar proprietary rights, in each case whether registered or unregistered and including all applications (or rights to apply) for, and renewals or extensions of, such rights and all similar or equivalent rights or forms of protection that subsist or will subsist now or in the future in any part of the world.
1.18 Login Credentials means the username and password you create as part of your registering a Developer Account to use the Developer Studio.
1.19 Open Source Software means software that is subject to a license identified as an open source license by the Open Source Initiative www.opensource.org or any substantially similar license.
1.20 Personal Data means any information that can be used to identify an individual person or any other information defined as “personal information,” “personally identifiable information,” “personal data,” or a similar term under Applicable Law.
1.21 Prohibited Country means any country that is subject to a U.S. Government embargo or that has been designated by the U.S. Government as a “terrorist supporting” country.
1.22 Territory means any country or territory where we make the Developer Studio available and specifically excludes any Prohibited Country.
1.23 Test Data means any data used by you (which under no circumstances may include Personal Data) and/or we make available for purposes of developing, testing, and/or simulating use of your Integrations and Apps.
1.24 Test Environment means a test environment for you to create and test (1) the Integration, and/or (2) apps, including your Apps.
1.25 You (whether capitalized or not) means the developer whose details are set out in the Developer Account and includes the employer of the developer and/or any other entity the developer represents.
2.1 To access and use the Developer Studio, including any Fiserv APIs or a Developer Build Space, you must first register for a Developer Account and establish your Login Credentials.
2.2 You are responsible for all activity in the Developer Studio associated with your Developer Account. You must keep your Login Credentials confidential and prevent others from using your Login Credentials. You must notify us immediately (in any event within 24 hours) of any unauthorized use of your Login Credentials or your Developer Account, or of any other security breach related to the Developer Studio of which you become aware or which you reasonably suspect. You may not sell, transfer, or sublicense your Login Credentials, or use your Login Credentials for any other purpose than permitted in these Terms. We may periodically require you to renew your registration for a Developer Account.
2.3 When you register for a Developer Account, you will need to submit, and we will collect, certain public and non-public information, including Personal Data, about you to authenticate your identity and determine your eligibility for a Developer Account. We may decline or approve your registration for a Developer Account. We may transfer any information you provide to us to third parties that assist us in providing, administering and managing, and evaluating your eligibility for, a Developer Account. You must keep the information in your Developer Account current at all times.
2.4 Fiserv may reject your registration for a Developer Account, or suspend or terminate your Developer Account at any time, in our sole discretion and may deny your reapplication for a Developer Account in the future. You may terminate your Developer Account at any time upon written notice to us. Upon any suspension or termination of your Developer Account (1) all rights granted to you under these Terms will immediately cease, and (2) you must immediately cease accessing and/or using your Developer Account, including the Developer Build Space, and any derivative works thereof.
3.1 Subject to the limitations in Section 3.3 and in any Documentation, we grant to you a nonexclusive, non-sublicensable, nontransferable, revocable, limited license during the term of these Terms to (1) access and use the Developer Studio only within the Territory, (2) access, use, and copy the Fiserv APIs and Documentation to develop and test your Integrations or Apps in a Test Environment where such Integrations or Apps may be deemed derivative works of the Fiserv APIs, (3) use a Test Environment and Test Data according to the applicable Documentation, and (4) use the Documentation solely for your own internal use. You must attribute Fiserv as the source of the Fiserv APIs or Documentation and include on any copies or use of Fiserv APIs or Documentation, all copyright or other Fiserv source identifiers that appear on the original. For clarity, you will use the Developer Studio only as expressly permitted by and in compliance with these Terms, and not in any other manner.
3.2 Your access to and use of each Fiserv API may be subject to additional terms and conditions or additional authorization(s) from us (Specific API Terms). If there are any inconsistencies between these Terms and the Specific API Terms, the Specific API Terms will govern to the limited extent there are inconsistencies and solely for the use of the applicable Fiserv API. The number of Fiserv API calls you make during a certain time period will be limited. If you exceed those limits, we may charge you for the Fiserv API calls that exceed those limits and/or terminate your access to the applicable Fiserv API. You will not attempt to circumvent any limits documented with each Fiserv API.
3.3 You will not and will not allow anyone else to:
(1) access, use, modify, adapt, reformat, exploit or copy the Fiserv APIs or Documentation, in whole or in part, except as expressly permitted in these Terms;
(2) alter or remove any copyright or other Fiserv source identifier contained in the Fiserv APIs or Documentation or in any copy of either;
(3) distribute, resell, license, sublicense, rent, assign, transfer, distribute, or otherwise make available the Fiserv APIs or Documentation, or your access to the Fiserv Platform, in whole or in part, to any third party without our prior written consent;
(4) access, use, distribute or otherwise provide the Fiserv APIs or Documentation, in whole or in part, outside of the Territory, in violation of Applicable Law, or in violation of any third party rights, including any Intellectual Property Rights or rights of privacy;
(5) access or use the Fiserv APIs or Documentation, in whole or in part, for any benchmarking or competitive purposes;
(6) modify, decompile, deconstruct, reverse engineer, disassemble or, except as expressly authorized in Section 3.1, create derivative works of the Fiserv APIs or Documentation;
(7) use the Developer Studio, including by uploading, posting, or otherwise transmitting any content or materials, or otherwise perform any activity, that could in any way transmit, directly or indirectly, or introduce to the Developer Studio, the Developer Build Space, the Fiserv Platform, or any websites, servers, networks, systems, or equipment of Fiserv or any third party, any form of malicious or unwanted code or program, viruses, worms, defects, Trojan horses, malware, or any items of a destructive nature;
(8) perform any activity, including launching a denial of service attack, that could damage, overburden, impair or disable the performance, features or functionality of the Developer Studio (including the Developer Build Space or any network(s) connected to the Developer Build Space), any Fiserv Platform, the Fiserv APIs, or any of our or any third party’s servers or systems or interfere with any third party’s use of the Developer Studio;
(9) employ any spiders, robots or other similar data mining programs or techniques on any content or materials or otherwise in connection with your use of the Developer Studio;
(10) imply or represent that we sponsor or endorse any of your products or services or your Apps;
(11) imply or represent that any Integration or your Apps are “certified,” approved, preferred, or that any of their performance is guaranteed by us; or
(12) access any portion of the Developer Studio, if you are (A) located in a Prohibited Country; or (B) are listed on any U.S. Government list of prohibited or restricted parties.
3.4 You irrevocably assign, without reservation, to Fiserv all right, title, and interest in and to all ideas, comments, suggestions, and any other feedback you provide related to the Fiserv APIs, the Fiserv Platform, and/or the Developer Studio (or any portion thereof) (Feedback), including without limitation all Intellectual Property Rights contained in such Feedback.
You are responsible for your use, retention, and handling of all Test Data, and any data generated or derived from Test Data. We have no obligation to maintain Test Data on our servers and may delete any Test Data from our systems at any time without notice. You may only submit or upload dummy Test Data on or through your Developer Account (i.e., real account numbers, names, addresses, and other Personal Data may not be used). Load testing your Developer Account or in the Developer Build Space or the Fiserv Platform (or any portion thereof) is prohibited. We have no obligation to monitor or validate any information submitted or uploaded by you on or through your Developer Account.
We have no obligation to provide any updates, upgrades, enhancements, modifications, or new releases or versions (collectively, Updates) of or to the Developer Studio, nor do we have any obligation to provide support for or maintenance to the Developer Studio. Further, we may, in our sole discretion, release Updates to the Fiserv APIs and/or Documentation and require you to obtain and use such Updates, which may result in you needing to make updates to your Integration(s), your software, your Apps or supporting services.
You grant to us a non-exclusive, non-transferable license during the term of these Terms to (1) use and review the code in the Integrations and Apps for testing and other related purposes to ensure that they comply with these Terms, (2) use your name, trademarks, and/or other source identifiers to publicize your use of the Fiserv APIs and Documentation, and your Integrations and Apps, including, through press releases, public announcements, on our website(s), or through other electronic communications or other channels, and (3) use, display, modify, publish, distribute, transmit, print, or otherwise exploit, without reservation or accounting, any material you provide in or through your Integration(s) and Apps and/or any unsolicited submissions, ideas, suggestions, or other materials you submit either through the Developer Studio, email or other means. For clarity, we have no obligation to publicize your use of any Fiserv API or the Documentation, or any of your Integration(s) or Apps.
The Documentation or the Fiserv APIs may contain Open Source Software that is subject to terms that, as a condition of use, copying, modification or redistribution, require such software and its derivative works to be disclosed or distributed in source code form, to be licensed for the purpose of making derivative works, to receive copyright attribution along with any derivative works, or to be redistributed free of charge. To the extent the license for any such Open Source Software requires terms that are inconsistent with these Terms, then the license rights in the applicable Open Source Software license shall take precedence over the rights granted in these Terms, but solely with respect to such Open Source Software. You acknowledge that any applicable Open Source Software license is solely between you and the applicable licensor of the Open Source Software and that you shall comply with the applicable Open Source Software license. You agree not to use any Open Source Software in the development of your App(s) or Integrations in such a way that would cause any portions of the Developer Studio, including the Documentation or the Fiserv APIs, to be subject to any Open Source Software licensing terms or obligations. You further acknowledge that your use of any Open Source Software and any applicable Open Source Software license is solely between you and the applicable licensor of the Open Source Software and that you shall comply with the applicable Open Source Software license.
These Terms only cover the initial development and testing of your Integration or Apps in the Developer Build Space. We may publish additional requirements for Integrations or Apps from time to time. At a minimum, any Integration or App you develop must comply with the following:
8.1 For Apps and Integrations that use Fiserv APIs which are location-based or that collect, transmit, maintain, process, share, disclose or otherwise use Personal Data, the Integrations and Apps must comply with all Applicable Law about any collection, storage, transmission, maintenance, processing or use of location data or Personal Data.
8.2 Apps and Integrations may not be designed or marketed for the purpose of harassing, abusing, stalking, threatening or otherwise violating the legal rights (such as the rights of privacy and publicity) of others.
8.3 Apps and Integrations may not use any robot, spider, site search or other retrieval application or device to scrape, retrieve or index any part of the Fiserv Platform, or to collect Personal Data for any unauthorized purpose.
8.4 Apps and Integrations that offer location-based services or functionality must notify and obtain consent from each end user before his or her location data is collected, transmitted or otherwise used by the App or Integration.
8.5 You must either own all content used in your Apps and Integrations or have permission from the content owner to use such content in your Apps and Integrations.
8.6 Apps and Integrations must not contain any malware, malicious or harmful code, program, or other internal component (e.g., computer viruses, trojan horses, “backdoors”) which could damage, destroy, or adversely affect other software, firmware, hardware, data, systems, services, or networks.
As part of your building and using the Integrations, you will need to connect to or interface with the Fiserv Platform. You must use the Integration only to transmit data to, and/or receive data from, the Fiserv Platform.
9.1 As part of your Integration, you must (1) maintain reasonable security controls, (2) include appropriate firewalls, (3) include intrusion detection processes, (4) perform periodic audits to ensure you are in compliance with this Section 9, (5) identify and authenticate users, (6) include logical access controls, (7) perform periodic virus scans; and (8) provide physical and environmental security.
9.2 You are responsible for the communications lines, connections, routers or switches, servers, and computer workstations you use to use and access the Integration.
9.3 Fiserv and you must protect data exchanged between us through the Integration in accordance with Applicable Law. If there is an errant disclosure of data exchanged between us through the Integration, the party receiving such data must (1) promptly notify the other party of the disclosure, (2) promptly return and/or destroy such data (and certify or confirm the same), and (3) to the extent such data cannot be fully removed from its systems, protect such data in accordance with Applicable Law.
9.4 You must adopt and maintain an information security program consistent with industry best practices which covers the Integration and data transmitted through the Integration, and you must control and restrict access to your network through which the Integration and/or App may be accessed. As part of your information security program, you must adopt, maintain, and enforce all necessary technical and organizational measures to protect our Confidential Information and any data, including Personal Data, transmitted over the Integration, against (1) accidental loss, destruction, or alteration, (2) unauthorized disclosure or access, or (3) unlawful destruction. You must provide a summary of your information security program to us upon request.
9.5 You shall provide notice to us as soon as reasonably possible after you become aware of (1) any unauthorized use or disclosure of, or access to, the Integration, Fiserv Platform, or our Confidential Information, (2) a denial of service attack, or (3) a violation of either your or our information security program, in either case, that affects or could affect the Integration, Fiserv Platform, or our Confidential Information. In addition to providing such notice, you must (A) promptly investigate the Security Incident, (B) take corrective action to stop further unauthorized use or disclosure of, or access to, the Integration, Fiserv Platform, or our Confidential Information, and (C) provide periodic status reports to us until the matter has been remediated. You must, to the extent permitted by Applicable Law, submit to us for review and approval all proposed communications to parties other than us regarding the Security Incident. Upon request, you will provide a written root cause analysis us regarding any Security Incident.
9.6 You must use reasonable efforts to ensure that the Integration does not contain (1) any instructions, devices or techniques that can, or are designed to, threaten, infect, assault, vandalize, defraud, disrupt, damage, disable, alter, inhibit or shut down the Integration or any systems connected to the Integration, including the Fiserv Platform, and any programs, data and libraries exchanged or processed through the Integration, or otherwise prevent a party from utilizing the Integration as intended, (2) any instructions or code which prevent or limit Fiserv’s or our clients’ use of the Integration, or (3) any instructions or code that allow access to Fiserv’s or any of our clients’ computing systems without Fiserv’s or our clients’ knowledge and written consent.
9.7 You must implement and maintain effective distributed denial of service countermeasures in accordance with reasonable industry standards. Upon request, you will perform vulnerability scans or penetration tests on your infrastructure and on any network that transmits data through the Integration or your App(s) and entitlement reviews of your access controls, as they apply to the Integration or your App(s). You must promptly remediate any findings from these scans, tests, and reviews as soon as reasonably possible. You also must audit the security of your computing environment and systems used to provide the Integration or your App(s) no less frequently than on an annual basis and according to industry security standards. You must remediate any material deficiencies or errors that could negatively impact the Integration or your App(s) identified in an audit.
You are solely responsible for your Integrations and Apps and the content and consequences of the materials and data you provide in and through your Integrations and Apps, including their legality, reliability, appropriateness, and trademark and copyright ownership. Your Integrations and Apps must not upload, post, transmit or distribute any materials (including text, links, communications, software, images, sounds, data, or other information) that may:
10.1 contain any confidential information of you or the entity you represent, or any confidential information of any other person or entity, including proprietary information, trade secrets, Personal Data, and/or cardholder information, except to the extent required for the functionality of your Integration(s) and/or App(s) and, in all cases, subject to Applicable Law;
10.2 be false, libelous, defamatory, obscene, pornographic, indecent, lewd, harassing, threatening, harmful, invasive of privacy or publicity rights, abusive, inflammatory, illegal or otherwise objectionable or injurious to third parties;
10.3 constitute or encourage unlawful conduct or would constitute a criminal offense, give rise to civil liability or otherwise violate any Applicable Law;
10.4 violate, misappropriate or infringe any Intellectual Property Rights or other third party rights;
10.5 constitute advertising, junk mail, spam, chain letters, or any other form of unauthorized solicitation; or
10.6 otherwise violate these Terms.
You are solely responsible for the security of data residing on server(s) or other systems owned or operated by you, or any third party acting on your behalf (e.g., a web hosting company, processor, or other service provider). You acknowledge and agree that our role is limited to that of a service provider; we will not be liable for any improperly processed or unauthorized transactions or illegal or fraudulent access to your Developer Account or resulting from use of your Apps or Integrations.
12.1 We own all right, title and interest in and to the Fiserv Intellectual Property. No title to or ownership of any Fiserv Intellectual Property is granted or otherwise transferred to you or any other entity or person under these Terms.
12.2 If, under any Applicable Law, you may be entitled to claim any ownership interest, or moral rights, in the Fiserv Intellectual Property, you agree to transfer, grant, convey, and relinquish exclusively to us all of your rights, title and interest under any patent, copyright, trade secret, and/or trademark, to the extent allowable by Applicable Law, in perpetuity or for the longest period otherwise permitted by Applicable Law. You also agree to assist Fiserv to perfect our rights, title and interest in any such patent, copyright, or trademark.
12.3 Except as set forth in this Section 12.3, nothing in these Terms grants you any rights to use any Fiserv Marks. We grant to you a nonexclusive, non-sublicensable, nontransferable, revocable, limited license during the term of these Terms to use the Fiserv Marks solely in connection with and for purposes of developing and testing your Integrations or Apps in accordance these Terms. All uses of any Fiserv Marks shall inure to our benefit. You shall not, and shall not authorize or assist any third party to (1) use the Fiserv Marks except as expressly authorized by this Section 12.3, (2) take any actions inconsistent with our ownership of the Fiserv Marks and any associated registrations (including by using, registering or attempting to register any Fiserv Marks or trademarks or domain names that are confusingly similar to any of the Fiserv Marks), or attack the validity of the Fiserv Marks or Fiserv’s ownership thereof, or (3) use or create a combination mark consisting of one or more of Fiserv Marks.
You, on behalf of yourself and your Affiliates, must not assert, authorize, assist, or encourage any third party to assert, against Fiserv or any of our Affiliates, customers, suppliers, business partners or licensors, any patent or copyright infringement claim with respect to the Developer Studio or any portion, functionality, or other characteristics of the Developer Build Space, the Fiserv APIs, Documentation, or the Fiserv Platform.
You are solely responsible for all costs and expenses related to your enrollment in your Developer Account, your use of the Developer Studio, including the Developer Build Space, the Fiserv APIs and the Documentation, and your development and testing of Integrations or Apps. We will not reimburse you for any costs or expenses under any circumstances.
15.1 You must protect our Confidential Information from any unauthorized use or disclosure as you would protect your own confidential information, which shall be by no means less than a reasonable degree of care and as required by Applicable Law. You will use our Confidential Information only to exercise your express rights and perform your obligations under these Terms (Permitted Purpose). You will only disclose Confidential Information to those of your employees and independent contractors (and other persons or entities with our prior written consent) who have a direct “need to know” for the Permitted Purpose and who are subject to written obligations of confidentiality which are no less restrictive than those contained in these Terms. You shall be responsible for any breach of this Section 15 by any such individuals or entities.
15.2 You may disclose Confidential Information to the extent and when required by Applicable Law if (1) you provide us prompt notice, if legally permissible, so that we may seek a protective order, (2) you reasonably cooperate with us in seeking such protective order, (3) we cannot obtain a protective order, you only disclose the Confidential Information that, in the reasonable opinion of your legal counsel, is required to be disclosed, and (4) all Confidential Information required to be disclosed shall otherwise remain subject to the obligations in these Terms.
15.3 All of our Confidential Information is and remains our property. These Terms will not be interpreted or construed as granting any license or any other Intellectual Property Rights to you for any Confidential Information.
15.4 On termination of these Terms or upon our request at any time, you will promptly destroy all Confidential Information in your custody or control and you will provide a written affidavit certifying that all such Confidential Information has been destroyed.
15.5 You will not alter, remove or obliterate markings (if any) on our Confidential Information indicating our ownership, or its proprietary and/or confidential nature.
15.6 Your obligations in Section 15.1 do not apply to of our Confidential Information that is or becomes public without your fault, you independently develop without breach of these Terms, or that is rightfully received by you by a third party without confidentiality obligations.
15.7 We may suffer irreparable harm if you fail to comply with this Section 15. Monetary damages may be inadequate to compensate for such breach. Accordingly, in addition to any other remedies available to us at law or in equity, we shall be entitled to injunctive relief to enforce the Terms without having to post bond.
You represent and warrant that (1) all information you have provided and will provide to us, including all information in your Developer Account, is accurate and complete and you will provide timely updates to us of any changes in or updates to such information, (2) you are of the legal age in the jurisdiction in which you reside to form a binding contract with us, (3) your performance under these Terms, your Integrations and Apps, and your use of the Developer Studio will comply with, and not violate, any Applicable Law, Card Association Rules, or any other agreement to which you are bound, (4) your Integrations and Apps, and any intellectual property you use to perform Integrations and create Apps, do not and will not infringe the Intellectual Property Rights of any third party, and (5) you are not (A) located in a Prohibited Country, or (B) listed on any U.S. Government list of prohibited or restricted parties.
If you use any links on the Developer Studio to websites not maintained by Fiserv, you will leave the Developer Studio. The linked sites are not under Fiserv's control, and Fiserv is not responsible for the contents of any linked site or any link contained on a linked site. Fiserv provides these links to you only as a convenience and the inclusion of any link does not imply recommendation, approval or endorsement by Fiserv of the site.
You will indemnify, hold harmless and defend Fiserv, our Affiliates, and our respective officers, directors, employees, and agents (collectively, Indemnitees) from and against all claims, liabilities, damages (actual and consequential), settlements, losses, fines, and expenses (including attorneys' fees and other litigation expenses) relating to any allegation or third party proceeding arising from (1) your use of the Developer Studio, including the Fiserv APIs, Documentation, Fiserv Platform, or Developer Build Space, (2) your Integration or Apps, (3) your breach or alleged breach of any representation, warranty, or obligation contained in these Terms, (4) any negligence, fraud, dishonesty or willful misconduct by you, your Affiliates, or any third party acting on your behalf, (5) any contract or agreement between you and a third party, (6) any materials posted or otherwise provided by you or on your behalf, (7) any infringement of any Intellectual Property Rights by any of your Integrations or Apps by any other materials provided by you or on your behalf, or (8) your alleged or actual violation of any Applicable Law. We reserve the right, at your expense, to assume the exclusive defense and control of any claim covered by this Section 18. You may not settle any claim that purports to bind us without our prior written consent.
19.1 To the full extent permitted under Applicable Law, Fiserv, our Affiliates, or our respective suppliers, officers, directors, employees, agents and representatives (collectively, Fiserv Parties and each a Fiserv Party) will not be liable for any indirect, incidental, special, consequential, punitive, or exemplary damages, including damages for lost profits, lost revenues, business interruption, lost information, or other pecuniary loss, regardless of whether these damages were foreseeable or any Fiserv Party was advised they were possible. Fiserv Parties’ total cumulative liability to you or any third party, whether arising in tort (including negligence), contract or otherwise, arising out of or relating to these Terms, the Developer Studio, any Fiserv API, the Fiserv Platform, or any Documentation will not exceed a total of one thousand dollars ($1,000)
19.2 We provide the Fiserv Platform, Developer Studio (including the Developer Build Space, Fiserv APIs and Documentation), and all information and other materials contained therein or made available on an “as is”, “as available”, and “with all faults” basis. Your use of any of the foregoing is at your own risk. To the fullest extent permitted by Applicable Law, we make no warranties that the Fiserv Platform, Developer Studio (including the Developer Build Space, Fiserv APIs and Documentation), or any information or other materials contained therein or made available to you will be available, accessible, uninterrupted, timely, secure, accurate, complete, or error-free. Your access to the Developer Studio may be subject to outages, interruptions, attacks by third parties and/or delay occurrences. We disclaim all representations, warranties, and conditions, whether express or implied, including warranties or conditions of merchantability, fitness for a particular purpose, non-infringement or title. Without limiting the foregoing and for clarity, Fiserv, our Affiliates, and our respective licensors, will not be liable for, and expressly disclaim any and all liabilities and/or warranties with respect to, any Open Source Software or other third party components of the Fiserv APIs or Documentation
20.1 These Terms are the entire agreement between you and us and supersede all prior or contemporaneous understandings, promises, or agreements whether written or oral about the Terms’ subject matter. No trade use or other regular practice or method of dealing between you and us or others, will be used to modify, interpret, supplement, or alter in any manner these Terms.
20.2 Fiserv may change these Terms at any time by posting a new version on the Developer Studio. Any change to these Terms will be effective immediately upon posting of such changes, and you waive any right you may have to receive specific notice of such changes. The most recent modification date will be noted by the “Updated” date at the beginning of these Terms. To the fullest extent permitted under Applicable Law, your continued use of the Developer Build Space, including the Fiserv APIs, the Documentation, and your Developer Account after any such modification constitutes your acceptance of these Terms as modified, regardless of whether you are required to accept these modified Terms by clicking “I Accept,” which Fiserv may require you to do in our sole discretion. If you do not agree to any modification of these Terms, you must immediately stop accessing and/or using the Developer Build Space in its entirety, including all Fiserv APIs and Documentation, and your Developer Account.
20.3 Each provision of these Terms is severable. If any court of competent jurisdiction determines that any provision of these Terms is invalid or unenforceable, such provision(s) will be deemed stricken, and the remaining provisions will continue in full force and effect.
20.4 These Terms immediately terminate when your Developer Account is terminated. The provisions of these Terms which by their nature are intended to survive the termination of these Terms will continue as valid and enforceable obligations of you and Fiserv following termination. For example and without limitation, the provisions regarding Confidential Information, indemnity, limitations of liability, and Fiserv’s Intellectual Property Rights will survive the termination of these Terms.
20.5 Each party is performing its obligations under these Terms as an independent contractor; nothing in these Terms creates any partnership, joint venture, association, or syndicate among or between you and us, nor confers on you any express or implied right, power or authority to enter into any agreement or commitment on behalf of (nor to impose any obligation upon) us. You have no authority to act on our behalf or to represent us in any transaction, except to the extent we expressly grant you such authority in writing. Any action you take that is not permitted by these Terms or by us shall not bind us or create any claim against our assets. You are liable for all acts and omissions of, and breaches of these Terms by, your employees, agents, independent contractors, and subcontractors.
20.6 You shall not issue a press release, any marketing collateral or statements, or make any other public statement regarding Fiserv, your relationship with Fiserv, these Terms, or the subject matter of these Terms without our prior written consent.
20.7 You shall not subcontract, team, or otherwise assign your obligations, fully or partially, under these Terms to any third party without our prior written consent. You may not assign or otherwise transfer your rights granted under these Terms, whether voluntarily or by operation of law, without our prior written consent. A change of control of you will be deemed an assignment. All provisions of these Terms will be binding on permitted successors and assignees. Any assignment that does not comply with this Section 19.7 will be void and have no effect.
20.8 These Terms will be governed by New York law (without regard to its choice of law provisions). The application of the United Nations Convention on Contracts for the International Sale of Goods to these Terms is expressly excluded and the Uniform Computer Information Act does not apply to these Terms. Fiserv and you and us waive any right to have a jury participate in the resolution of any dispute or claim between the parties or any of their respective Affiliates or employers or any other intended beneficiary for claims arising under or relating to these Terms.
20.9 No failure or delay by either party (or any of its agents) in enforcing any provisions, exercising any right, or requiring performance of any provisions, will be construed to be a waiver of the same. Any remedy provided for in these Terms is non-exclusive and in addition to all other remedies available to such party at law, by statute or in equity. All remedies available are cumulative.
20.10 These Terms are for the sole benefit of you and Fiserv; there are no third party beneficiaries to these Terms, provided, however, Fiserv and our Affiliates, and our respective directors, officers, employees, agents, successors, and assigns shall be considered beneficiaries under these Terms and shall each have the right to enforce the provisions of these Terms directly, jointly or on their own behalf.
20.11 We will not be responsible or otherwise in breach if we cannot perform any of our obligations because of any act of God, court order, fire, riot, war, flood, power or telecommunications failure, epidemic or pandemic, or any other cause beyond our reasonable control.
20.12 Notices required to be delivered to us under these Terms shall be in writing and delivered by overnight mail to: Fiserv Solutions, LLC, 255 Fiserv Drive, Brookfield, WI 53045, Attn: General Counsel or by email to: legalpapers@fiserv.com. Notices required to be delivered to you under these Terms will be delivered to the email address you provided in your Developer Account. If you have any questions regarding these Terms, please contact Fiserv at general_info@fiserv.com.
20.13 The rights granted to each party in these Terms are non-exclusive, and nothing in these Terms prohibits either party from participating in similar business arrangements as those described herein.
20.14 We may perform our obligations on our own or through our agent(s) and/or subcontractor(s). You must bring any claims arising under these Terms against Fiserv, any of our Affiliates, or any of our respective agent(s) and/or subcontractor(s) solely against Fiserv Solutions, LLC; you shall not bring any claims arising under these Terms against any of our Affiliate(s), agent(s) or subcontractor(s).
20.15 Section headings are for reference purposes only and shall not affect the meaning or interpretation of these Terms. These Terms shall not be construed more strictly against one party than the other, regardless of who drafted these Terms. Each defined word or phrase can be read as singular or plural. “Including” means “including, but not limited to,” and “includes” means “includes, but is not limited to”. “Written consent” means “express written consent”.
20.16 Links to other websites may be provided in these Terms for your convenience. By providing these links, Fiserv is not endorsing, sponsoring or recommending such sites or the materials disseminated by or services provided by them, and is not responsible for the materials, services or other situations at or related to or from any other site, and makes no representations concerning the content of sites listed in any part of these Terms. Consequently, Fiserv cannot be held responsible for the accuracy, relevancy, copyright compliance, legality or decency of material contained in sites listed in any search results or otherwise linked to these Terms.
20.17 If Fiserv has reason to believe that you have engaged in any of the prohibited activities described in these Terms or have otherwise breached your obligations under these Terms, Fiserv may terminate, suspend or limit your access to or use of the Developer Build Space; notify law enforcement, regulatory authorities, impacted third parties, and others as we deem appropriate; and/or take legal action against you. In addition, Fiserv, in our sole discretion, reserves the right to terminate your access to the Developer Build Space for any reason and at any time.
20.18 Fiserv has the right, but not the obligation, to monitor your use of the Developer Studio as well as any content or other materials posted or uploaded to the Developer Studio. Fiserv performs this monitoring to ensure compliance with these Terms, compliance with any Applicable Law, and understanding users' use of the Developer Studio and its features, but this monitoring may be for any purpose permitted or authorized by Applicable Law. Fiserv may (although is not obligated to), screen, disable, remove or otherwise edit any content or other materials you or any other user posts, uploads or references to or in connection with the Developer Studio, including your Apps and Integrations. Fiserv is not required to notify you (or any other user) of any such screening or editing. Fiserv may not and has no responsibility or liability to return any such content or materials or otherwise make such content or materials available to you or any other user after it is edited or deleted, or create or maintain any backup or archival copies of such content or materials for any period of time.
20.19 You agree to execute these Terms in the form of an electronic record utilizing electronic signatures, as such terms are defined in the Electronic Signatures in Global and National Commerce Act (15 U.S.C. § 7001 et seq.). Your electronic signature shall each have the same effect as an original signature.
(1) AppMarket means the electronic marketplace operated by us through which Fiserv Clients may browse, locate, purchase, and install Apps.
(2) Developer Subscription means an annual package which includes, among other things, access to the Developer Build Space, developer support, and transaction volume limits.
(3) Fiserv Client means a client of Fiserv or our Affiliates that has purchased a Fiserv Platform and that accesses the AppMarket to browse, locate, purchase, and/or install Apps.
(1) To be considered for publication in the AppMarket, your App must meet our requirements (which may change from time to time). We reserve the right to reject your Integrations or Apps in our sole discretion.
(2) You will not, and will not allow anyone else to (A) access or use the Fiserv APIs or Documentation, in whole or in part, to monitor the availability, performance or functionality of the AppMarket, or (B) perform any activity that could damage, overburden, impair or disable the features or functionality of the AppMarket.
(3) You grant to us a non-exclusive, non-transferable license during the term of these Terms to use, display, modify, publish, distribute, transmit, print, or otherwise exploit, without reservation or accounting, any content or material you provide in or through your Integrations and Apps and/or any unsolicited submissions, ideas, suggestions, feedback or other content or materials you provide or otherwise submit to us in connection with your use of the Developer Build Space or any portion of it.
You may purchase a Developer Subscription package from us; such packages are available in different tiers. The different tiers and applicable monthly fees for each are set forth in the Developer Studio. If you fail to make timely payments to us for the Developer Subscription package you choose, we may suspend your access to your Developer Account, the Developer Build Space, and any other support services.
(1) You agree to pay us (A) fees for the Developer Subscription you purchase, and (B) Taxes as defined, as defined below. Our fees, rates and charges may be increased annually effective each January 1 upon no less than 30 days’ prior notice.
(2) You are responsible to pay all sales, use, excise, value added, withholdings and other taxes and duties however designated that are levied by any taxing authority relating to your Developer Subscription (Taxes). All fees and other charges related to your Developer Subscription are exclusive of Taxes. You shall reimburse us for those Taxes that we are required to remit on your behalf. In no event shall Taxes include taxes based on our income.
We will invoice you upon your purchase of a Developer Subscription and monthly thereafter. Invoices are due and payable upon your receipt of such invoice. You shall pay us through the Automated Clearing House or by check. If any invoiced amounts remain unpaid 30 days after our delivery of an invoice to you, you shall pay a monthly late charge based on the unpaid amounts equal to the lesser of 1.5% or the highest amount allowed by law until such invoice amount is paid in full. You shall neither make nor assert any right of deduction or set-off from amounts invoiced.