PUSHPAY DEVELOPER TERMS
These terms apply to Developers only (as opposed to Individuals or Organizations), for example if you are a third party solution provider utilizing our Developer Platform to transmit user data between our Services and yours.
Last Updated: November 1, 2018
WELCOME TO THE PUSHPAY DEVELOPER PLATFORM
Welcome to the Pushpay Developer Platform! Pushpay has created these Developer Terms and Conditions (these “Developer Terms“) so that developers like you can enjoy the benefits of our Developer Platform while protecting both Pushpay’s and its users’ rights. By clicking on “I agree” (or a similar box or button) or using the Developer Platform, you agree to be bound by these Developer Terms. You may not use the Developer Platform if you do not agree to these Developer Terms. In these Developer Terms, you are referred to as “Developer” or “you”. If you are agreeing to these Developer Terms not as an individual but on behalf of your company, then “Developer” or “you” means your company and you are binding your company to these Developer Terms.
If you are providing application development services or are otherwise acting as a connector to a third party that will receive or otherwise benefit from User Data (the “Ultimate Recipient“) obtained through the Developer Platform (i.e., you are a “Connector“), you represent that you are acting as an agent of the Ultimate Recipient and you have the authority to bind the Ultimate Recipient to these Terms. In that case, “Developer” or “you” includes the Ultimate Recipient as well.
If you subcontract the development of Your Applications, you will procure that any third party subcontractor complies with these Developer Terms.
These Developer Terms include any terms provided separately to you for the Developer Platform, including guidelines specific to certain types of developers and/or use cases.
These Developer Terms will evolve with our ecosystem as developers continue to innovate and find new, creative ways to use the Developer Platform, and we may change these Developer Terms at any time, effective immediately upon posting of the the updated terms.
OUR DEVELOPER PLATFORM
These Developer Terms govern your access to and use of our APIs, SDKs, app keys and access tokens, and developer webpages and documentation (“Documentation“) (collectively, the “Developer Platform“). The Developer Platform is designed to allow you to connect your new and existing applications, products and services (“Your Applications“) with Pushpay’s own Services.
YOUR USE RIGHTS
Subject to these Developer Terms, you may use the Developer Platform solely to enable Your Applications to access or interface with Pushpay Services and as set forth in these Developer Terms (your “Use Rights“). Your use must be as permitted in our Documentation and is subject to call, usage and other limits specified on our Developer Platform Site (as may be modified from time to time, and which are incorporated into these Developer Terms) or as we otherwise notify you. All of your rights are non-assignable, non-transferable, and non-sublicensable.
Unless otherwise specified in these Developer Terms, your use within these Use Rights are permitted “free-of-charge” up to, but not to exceed, the Pushpay API limits and Pushpay customer limits set forth above and in associated documentation. Pushpay reserves the right to charge you for your use of the Developer Platform 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 Developer Platform.
If you subcontract the development of Your Applications, 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 Developer Platform in a manner that violates any applicable law, regulation or these Developer Terms.
If you are unsure whether your intended use case(s) comply with these Developer Terms, please reach out to email@example.com before investing time and resources into building Your Application’s integration with Pushpay.
Pushpay reserves the rights to modify or amend these Developer Terms, in its sole discretion, at any time.
SUPPORT AND MODIFICATION
While we may provide you with support or modifications for the Developer 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, we may add, remove or modify any features of the Developer Platform; impose additional eligibility requirements or restrictions for access to the Developer Platform; or discontinue the Developer Platform. If we modify the Developer Platform, we may require you to use the modified version, which may not be compatible with Your Applications developed using previous versions. We typically make these changes as part of our overall Developer Platform program and may not be able to provide you with individual notice of the changes.
For clarity, any user’s access or use of Pushpay Services itself is subject to the Pushpay User Agreement or other applicable terms agreed by Pushpay with the user, not Your Terms. If Pushpay receives any User Data from or on behalf of a user, including through or enabled by Your Application, Pushpay will treat such User Data under its applicable terms with such user and such data will no longer be subject to Your Terms.
Be a Good Citizen to Our Ecosystem
You share Pushpay and our Developer Platform with your fellow developers and you should write Your Application as you’d want others to write theirs. You agree not to use, nor permit any third party to use, the Developer Platform to:
- submit to the Developer Platform or Pushpay Services any viruses, worms, defects, Trojan horses, malware or any items of a destructive nature;
- defame, abuse, harass, stalk or threaten others, promote unlawful activities or send disruptive or offensive messages or advertisements;
- try to exceed or circumvent limitations on calls and use;
- create multiple versions of Your Applications that access the Developer Platform for the same or similar usages (e.g. creating customer-specific versions of Your Applications);
- copy, reformat, reverse-engineer, or otherwise modify the Developer Platform, access credentials, or our Website or content;
- download, scrape, post or transmit (in any form or means) any part of our Website or content;
- sublicense Pushpay’s APIs for use by a third party;
- make use of User Data to assist with any unsolicited marketing communication (electronic or otherwise) to any person;
- resell (for a fee, or any other commercial benefit) any User Data;
- transfer any User Data, in the form provided through the Developer Platform, to any third party;
- permit any third party to use any User Data, for any purpose not directly related to your advertised service offering, including but not limited to the on-sale of data or any revenue generating product or services;
- create an API or similar function designed to help you enhance your websites and/or Your Applications that functions substantially the same as any of our APIs and offer it for use by third parties; or
- access the Developer Platform for competitive purposes (including to connect to a competitive product or to create your own competitive product) or publicly disseminate performance information or analysis (including uptime, response time and/or benchmarks) relating to the Pushpay APIs.
YOUR REPRESENTATIONS AND INDEMNITY
You are solely responsible for your use of the Developer Platform, Your Applications and any data or content that you use with the Developer Platform.
You represent and warrant that (a) you have full power and authority to enter into and perform these Developer Terms; (b) your use of the Developer Platform and Your Applications 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 Pushpay is and will be true, accurate, and complete; and (d) you will not interfere with Pushpay’s business practices, the way in which it offers the Pushpay Services or the Developer Platform or any third party products or networks used with the Developer Platform. You will indemnify, defend (at Pushpay’s request) and hold harmless Pushpay 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 Developer Platform, (ii) Your Applications and your relationships or interactions with any users or third party distributors of Your Applications, or (iii) your breach or alleged breach of these Developer Terms. Pushpay 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 Pushpay’s prior written consent (not to be unreasonably withheld).
DISCLAIMER OF WARRANTIES
THE DEVELOPER PLATFORM, PUSHPAY SERVICES AND ALL OTHER PUSHPAY MATERIALS (DEFINED BELOW) ARE PROVIDED “AS IS” AND “WITH ALL FAULTS.” PUSHPAY 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. PUSHPAY MAKES NO REPRESENTATION, WARRANTY OR GUARANTEE (A) RELATED TO RELIABILITY, ACCURACY, OR COMPLETENESS OF THE DEVELOPER PLATFORM OR ANY PUSHPAY MATERIALS, (B) THAT PUSHPAY WILL CONTINUE TO OFFER THE DEVELOPER PLATFORM, OR (C) THAT USE OF ANY PUSHPAY 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.
LIMITATION OF LIABILITY
TO THE MAXIMUM EXTENT PERMITTED BY LAW: (A) PUSHPAY 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 PUSHPAY MATERIALS OR OTHERWISE UNDER THESE DEVELOPER TERMS, WHETHER IN CONTRACT, TORT OR ANY OTHER LEGAL THEORY; AND (B) IN ANY EVENT PUSHPAY’S ENTIRE AGGREGATE LIABILITY UNDER THESE DEVELOPER TERMS WILL BE LIMITED TO THE GREATER OF (1) THE AMOUNT YOU PAID US (IF ANY) TO USE THE DEVELOPER PLATFORM IN THE SIX (6) MONTHS PRECEDING THE CLAIM OR (2) ONE HUNDRED DOLLARS (US$100). You acknowledge and agree that these limitations reflects a reasonable allocation of risk and that Pushpay would not enter into these Developer Terms without these liability limitations. These limitations will survive notwithstanding any limited remedy’s failure of essential purpose.
INTELLECTUAL PROPERTY RIGHTS AND ADDITIONAL TERMS
Pushpay Independent Development
You understand and acknowledge that Pushpay 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 Application, and nothing in these Developer Terms will be construed as restricting or preventing Pushpay from doing so. In addition, you agree never to assert (or assist or encourage anyone in asserting) any patent claims or other intellectual property infringement claim against Pushpay (or its users, customers partners, developers, or Pushpay’s respective successors or assigns) whether such claim relates to the integration, combination or interface of any applications, products or services with any Pushpay Service, or otherwise relates to any of our products or services.
Pushpay may reveal Personal Data about developers for attribution purposes, handling inquiries from users or potential users, and other purposes Pushpay reasonably deems necessary under these Developer Terms. You understand and agree that Pushpay may access, preserve, and disclose your Personal Data and your developer 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 Pushpay, its affiliates or partners, its users, or the general public.
As between you and us, we own all rights, title, and interest, including all intellectual property rights, in and the Developer Platform, Pushpay Services, Pushpay’s Brand Features, and all related technology, our Website and content, and any modifications or derivative works of the foregoing (collectively, the “Pushpay Materials“). Except for the limited use right expressly granted to you under these Developer Terms, Pushpay does not grant you any right, title, or interest in the Pushpay Materials. You have no obligation to give us any suggestions, comments or other feedback relating to the Pushpay Materials (“Feedback“). If you provide us with 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.
You retain ownership of any intellectual property rights in Your Applications, subject to Pushpay’s rights in any underlying Pushpay Materials. You agree to provide us with a reasonable number of copies of or other access to Your Applications. 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 Application and its content for purposes of our internal testing purposes (including security testing) and for marketing, demonstrating, and making your Application available to users; and (b) link to and direct users to Your Application. Following the termination of these Developer Terms and upon written request from you, Pushpay will make commercially reasonable efforts, as determined in its sole discretion, to remove all references and links to Your Application from our Website and Pushpay Services. Pushpay has no other obligation to delete copies of, references to, or links to Your Application.
Pushpay Confidential Information
Pushpay may provide, or during the course of the relationship you may access, certain information to you that is confidential or proprietary (“Pushpay Confidential Information“). Pushpay Confidential Information consists of (a) your access keys or logins for the Developer Platform, any non-public elements of the Developer Platform or any pre-release information about Pushpay Services 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 Pushpay Confidential Information only for the purposes of these Developer Terms. You may not disclose any Pushpay 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 Developer Terms.
Your Confidential Information.
You should not disclose any information to Pushpay that you consider to be confidential. To avoid any potential confusion, you agree that any unsolicited information you provide to Pushpay in relation to the Developer Platform will be non-confidential and that Pushpay may use it under the same terms as for Feedback above. However, this paragraph does not apply to the extent you have entered into a separate non-disclosure agreement (NDA) or other confidentiality terms with Pushpay addressing your confidential information in relation to the Developer Platform.
TERM AND TERMINATION
These Developer Terms remain in effect until terminated. You may terminate these Developer Terms at any time by ceasing all use of the Developer Platform and notifying Pushpay. We may terminate these Developer Terms for any reason without prior notice. Without limiting the foregoing, we may suspend or terminate these Terms (or your use of all or any of the Developer Platform) immediately if we believe you have violated these Terms, if we believe the use of Your Application with the Developer Platform is not in our or our user’s best interests, if we cease to offer the Developer Platform or as required by Laws.
Upon termination of these Terms:
- all rights and licenses granted to you will terminate immediately and you must stop using all Pushpay Materials (unless you have a separate right to use them under another agreement with Pushpay);
- neither party is liable to the other party just because the agreement has been terminated; and
- you must permanently delete all Pushpay Confidential Information and any other data which you stored pursuant to your use of the Developer Platform, and confirm such destruction at Pushpay’s request.
These Developer Terms, other than your use rights, survive.
MODIFICATIONS TO TERMS
We may modify these Developer Terms or any additional terms that apply to the Developer Platform occasionally, for example, to reflect changes to the Law, changes to the Developer Platform or for other reasons in our discretion. We’ll post notice of modifications to these Developer Terms or the additional terms within the documentation for the Developer Platform. Changes are effective immediately upon posting. You may be required to accept the modified Developer Terms in order to continue using the Developer Platform, and in any event you agree that your continued use of the Developer Platform after the changes become effective constitutes acceptance of the modified terms. Except as set forth in this paragraph, all amendments must be in writing and signed by both parties.
The Other Legal Terms are incorporated herein by reference and apply to these Terms.