Payeezy Developer Terms
Last Modified: September 18, 2014
- Introduction.
1.1 Agreement. In order to use the Payeezy API to develop mobile and/or online based applications, you must first agree to be bound by these Developer Terms (“Terms”) by clicking to accept them where this option is made available to you. You may not use the Payeezy API if you do not accept these Terms. These Terms form a legally binding contract between you and First Data regarding your use of the Payeezy API. If you are agreeing to be bound by these Terms as an individual, you represent and warrant that you are of the legal age of majority in the jurisdiction in which you reside and have the right and authority to agree to these Terms. If you are agreeing to be bound on behalf of your employer or other entity, (i) you represent and warrant that you have the right and authority to legally bind your employer or other entity to these Terms; and (ii) “you” will refer to your employer or other entity and will include the employees of your employer or other entity.
1.2 Payeezy API.
(i) Subject to your compliance with these Terms, First Data grants you a non-exclusive, non-transferable, non-sublicensable and revocable license to: (a) install the Payeezy API solely on computers owned or controlled by you; and (b) use the Payeezy API solely to integrate your App with the First Data Platform to enable your App to be distributed in the United States. You may make copies of the Payeezy API or any portion thereof solely as is reasonably necessary for you to integrate your App with the First Data Platform. You must retain and reproduce any of our (or any third-party) disclaimers or any copyright, trademark, service mark or other proprietary notices (as they appear in the Payeezy API) in any copies of the Payeezy API or any portion thereof that you are permitted to make under these Terms.
(ii) You will not acquire any interest in the Payeezy API, except for the limited license rights expressly granted to you under these Terms. All other rights, title and interests in and to the Payeezy API are expressly reserved to First Data. Without limiting the generality of the foregoing, you must not: (a) use, modify, adapt, reformat or reproduce the Payeezy API or any portion thereof, except as expressly permitted under these Terms; (b) rent, lease, upload to or host the Payeezy API on any website or server; (c) distribute, sublicense, assign, transfer or otherwise make available the Payeezy API to any third party; (d) use or access the Payeezy API for any benchmarking or competitive purposes; (e) interfere with, bypass, or disable any features or functionality that is embedded in or included with the Payeezy API; or (f) use the Payeezy API in any unlawful manner, for any unlawful purpose or in any manner inconsistent with these Terms. First Data reserves the right to suspend or discontinue your access to the Payeezy API at any time, at First Data’s sole discretion, with or without prior notice.
(iii) First Data may, in its sole discretion, release subsequent releases or versions of the Payeezy API and require you to obtain and use such current releases or versions.
- Definitions.
Acquire(s), Acquired, Acquiring or Acquisition: Obtaining the right to use an App upon purchase, subscription or download.
Affiliates: Any present or future legal entities that are directly or indirectly owned or controlled by First Data’s parent corporation, First Data Corporation (or its successor entities) excluding Kohlberg Kravis Roberts & Co. or any of its portfolio companies other than First Data Corporation and its subsidiaries.
App Agreement: As to each App which a Merchant Acquires, the contract which is created between you and the Merchant regarding the Merchant’s use of that App, and which incorporates the App Terms.
App: Any software, content or digital materials (including any bug fixes, updates, upgrades, modifications, enhancements, revisions, new releases or new versions of such software, content or digital materials) owned by you or licensed by you from a third party that are integrated with the First Data Platform by you using the Payeezy API which enables Merchants using the App to processes Transactions through First Data.
Brand Features: The trade names, trademarks, service marks, logos, domain names, and other distinctive brand features of First Data (or its Affiliates), on the one hand, and you, on the other hand, as owned (or licensed) by such party from time to time.
Certified Payment Application: A software application designed to interface with the First Data Platform which has been integrated with First Data by complying with First Data specifications for processing Transactions, as modified from time to time by First Data, in its sole and absolute discretion.
First Data: First Data Merchant Services Corporation, a corporation incorporated in the state of Florida, with its principal place of business at 1307 Walt Whitman Road, Melville, New York 11747.
First Data Platform: The First Data (or its Affiliates) operated, or approved, electronic payment platform(s) and/or gateway(s) through which financial transaction processing services are provided.
Developer or you: Any Person who enters into these Terms with First Data and submits one or more Apps for approval by First Data for integration with the First Data Platform through the Payeezy API.
Device: Any device which interoperates with the First Data Platform.
Intellectual Property Rights: All forms of intellectual property rights and protections that have arisen or been obtained or may arise or be obtained in the future under the United States state or federal common law or statutory law, or under any country’s common or statutory laws worldwide including all right, title, and interest arising in all: (i) issued patents and any divisions, reissues, reexaminations, substitutes, continuations, continuations-in-part, or extensions of patents; (ii) trade secrets and trade secret rights; (iii) copyrights (including print versions, electronic versions and derivative works) and other literary property or authors’ rights, whether or not protected by copyright or as a mask work; and (iv) proprietary trademarks, trade names, symbols, logos, tag-lines, or brand names.
Merchants: Merchants who have Acquired your App and with whom First Data or an Affiliate or a Processing Customer has entered into a processing agreement.
Payeezy API: The First Data (or its Affiliates) proprietary App program interfaces, software code, accompanying documentation and related materials that First Data makes available to you under these Terms.
Person: Any partnership, corporation, limited liability company, joint venture, trust, governmental agency, cooperative, association or individual.
Processing Customer: The financial institution or other third party that: (a) obtains written agreements with Merchants for the processing of Transactions and (b) has entered into an agreement with First Data or an Affiliate under which First Data or such Affiliate provides financial transaction processing services for the respective Merchant.
Transaction: shall mean a financial transaction conducted online or through a Device via the App using a credit or debit account of a member of a card association.
3. Costs. You and First Data shall each bear the costs of performing their respective obligations under these Terms in order to jointly service their mutual Merchants. Notwithstanding the foregoing, you shall pay for all applicable fees, if any, required for your registration with the card associations, as applicable, and renewal of such registration. Nothing in these Terms shall affect any separate payment obligations negotiated between you and First Data or any Affiliates in regard to services ancillary to or related to financial transaction processing services. Unless otherwise agreed by the parties in writing, neither party is required to make payment to the other party which is derived from profit resulting from entering into these Terms including, but not limited to, royalties, commissions, license fees or otherwise.
4. Audit. Upon at least thirty (30) days’ (or within a shorter time period if required by a card association or regulator) prior notice to you, you will allow First Data or First Data’s agent to enter your business premises to conduct an audit of your computing systems, including, reviewing, examining, auditing, and copying your books and records that are related to your Apps (including your use of the Payeezy API), in all cases, as is reasonably necessary to confirm your compliance with these Terms (“Review”). You will cooperate and provide First Data with reasonable assistance and access to any information reasonably requested by First Data or its agent during a Review. Without limiting the foregoing, First Data may furnish you with a questionnaire related to your computing systems and/or Apps, and you must fully and accurately complete such questionnaire, and return it to First Data within forty-five (45) days of receipt. First Data’s use of a questionnaire will not limit First Data’s ability to conduct a Review as provided above. Upon completion of a Review, First Data will furnish you with a summary of any findings or reports that First Data’s agent provides to First Data. If after conducting a Review, First Data or First Data’s agent reasonably determines that you have breached these Terms, you will pay First Data reasonable out-of-pocket costs incurred to undertake such Review within forty-five (45) days of the completion of such Review.
5. Supporting Your App and Other Responsibilities.
5.1 Integration. You must successfully complete current First Data integration requirements as they relate to the App. Upon completion of such requirements, to the satisfaction of First Data, in its commercially reasonable discretion, the App shall be considered integrated (the "Integration"). First Data will reasonably cooperate with you in any evaluation, any integration procedures and will continue to provide all information and assistance that may be required by you to maintain Integration, as modified from time to time by First Data, in its commercially reasonable discretion.
5.2 Support and General Responsibilities.
(i) You are solely responsible for any App you distribute, including the support and maintenance of your App, and for any complaints related to your Apps.
(ii) You are responsible for primary support to all Merchants (a) with respect to any aspect of such Merchant's arrangement with you; and (b) with respect to the process by which such Merchants submit Transactions to First Data using the App. All technical support requested and/or required by a Merchant will be provided directly by you. You shall use industry standards, but not less than commercially reasonable efforts, to provide such support.
(iii) You are solely responsible for the consequences of your actions or omissions in connection with the App (including any resulting loss or damage that First Data may suffer). You are also solely responsible for: (a) ensuring that you and your App comply with all applicable third party contracts or terms of service or use and all applicable laws, regulations, card association rules, data security requirements and standards, and that your App will enable Merchants to comply with all applicable laws and regulations; and (b) any breach or failure to comply with your obligations under these Terms, and the consequences thereof (including any resulting loss or damage that First Data or any third party may suffer).
5.3. Protection of User Data. You must protect the privacy and legal rights of Merchants (and their customers and end users, as applicable). If First Data or the Merchants (and their customers and end users) provide you with, or your App accesses or uses, user names, passwords, or other login information or personal information of or regarding the Merchants (and their customers and end users) (collectively, “User Data”) or you provide the same to First Data, you must clearly and conspicuously make the Merchants (and their customers and end users) aware that their User Data will be accessed or used by you (and the App or us as applicable), and you must provide legally adequate privacy notices and protection for the User Data of those parties. The User Data we ask you to provide to us will be collected, used and maintained as set forth in First Data’s Privacy Policy, accessible at https://developer.payeezy.com/terms-use. You may only use User Data with regard to your App for the limited purposes for which the Merchants (and their customers and end users, as applicable) have given you permission or consent to do so, unless otherwise required or permitted by law. You agree that except as permitted in these Terms, you will not sell, disclose or otherwise share any consumer data, Merchant data or User Data obtained through your App to or with any third parties other than those performing services for you with respect to your App (who must be under confidentiality and data use restrictions substantially similar to those in these Terms). If you store User Data, then you must store such User Data securely and only for as long as it is reasonably needed. Without limiting the foregoing, you agree that you will permanently delete any consumer data, Merchant data, or User Data you have stored when a Merchant uninstalls or discontinues its use of your App, after providing such Merchant with a reasonable amount of time to obtain any such consumer data, Merchant data, or User Data, as applicable. Notwithstanding the foregoing, if a Merchant has entered into a separate agreement with you that allows you to store or use consumer data, Merchant data or User Data directly related to your App (not including other products or Apps), then the terms of that separate agreement will govern your use of such data.
5.4 Employees, Agents and Subcontractors. You shall at all times be responsible and liable for the actions or omissions of any of your employees, agents or subcontractors performing any of the services or functions contemplated by these Terms. You shall ensure that such Persons comply with all applicable laws, regulations and card association rules.
5.5 App Certification. You may elect to have a third party certify your App for various features, such as data security, privacy or malware exposures. If you elect to do so, you agree to provide any and all reports generated by such third party relating to the certification of your App to First Data upon First Data’s request. You also agree that First Data may obtain any and all reports relating to such App certification directly from the third party providing certification of your App.
6. Recurring Errors and Suspension of Connectivity.
6.1 Recurring Errors. If, in First Data’s reasonable opinion, there have been (a) recurring errors produced by interface violations due to acts or omissions committed or sanctioned by you, including failure to implement software updates required for the Certified Payment Application to maintain integration with First Data; or (b) excessive telephone calls by Merchants to customer support services, First Data shall notify you of such errors or excessive calls. You shall cooperate with First Data to determine the causes of, and necessary corrections to, such errors or problems. If after seven (7) days from First Data’s notification to you under this Section, you and First Data have been unable to determine or agree upon such causes and/or corrections, First Data, upon notice to you, may suspend processing, limit production set ups or take whatever other interim steps which First Data may determine, in First Data’s sole and absolute discretion, until the causes of such errors have been resolved.
6.2 Suspension of Connectivity. First Data may immediately, with or without notice, suspend connectivity, or otherwise withhold processing, between the First Data Platform and the App, in whole or in part, during any incident in which Transaction information is corrupted or otherwise materially jeopardizes the integrity of Transactions to be submitted to the card associations and which First Data reasonably believes is due, in whole or in part, to the App. First Data shall have no liability or obligation to you for any such suspension or withholding of processing. First Data will only suspend connectivity without notice in extreme, unforeseen, critical situations. First Data will provide notice to you of any such need to suspend connectivity as soon as practicable thereafter.
6.3 Cooperation. The parties commit to work with and cooperate with one another in identifying and resolving problems which may arise in the implementation and Integration of the First Data Platform and the App via the Payeezy API.
7. Intellectual Property Rights.
7.1 App Ownership. First Data agrees that it obtains no rights, title or interests from you (or your licensors) under these Terms in or to any of your Apps, including any Intellectual Property Rights that subsist in those Apps.
7.2 Brand Features Ownership. Each party will own all right, title and interest, including, without limitation, all Intellectual Property Rights, relating to its Brand Features. Neither party grants, nor will the other party acquire, any right, title or interest (including, without limitation, any implied license) in or to any Brand Features of the other party. Any rights that may be granted for a party to use the other party’s Brand Features will be set forth in a separate written agreement between the parties.
8. App Agreement. Your App Agreement must comply with and reflect applicable law in the jurisdiction in which your App is distributed. Your App Agreement may not state or suggest in any way that First Data or any of its Affiliates are: (i) a party to the App Agreement; (ii) liable to the Merchant in any way with respect to the Merchant’s use of the App; or (iii) the licensors or providers of your App. Subject to your App Agreement complying with the requirements of this Section 8, you are solely responsible for determining the terms of the App Agreement pursuant to which you make your App available to Merchants.
9. Non-Exclusive. You and First Data may each retain the services of other persons or entities to offer Merchants the same or similar services as those referenced in these Terms (i.e., the App and financial transaction processing services), and you and First Data may each independently develop or acquire and offer to Merchants its own services that are similar to, or competitive with, such services.
10. Representations and Warranties.
10.1 Intellectual Property. You represent and warrant that you have all Intellectual Property Rights, including all necessary patent, trademark, trade secret, copyright or other proprietary rights, in and to your App consistent with your obligations under these Terms and to grant the rights granted hereunder. Without limiting the preceding sentence, if you use third-party materials in your App, you represent and warrant that you have the right to use, copy, distribute or make distributive works of such third-party materials in your App in accordance with these Terms.
10.2 Information. You represent and warrant that all information which you provide (including the listings of the Apps and any content which you upload) is true, accurate and complete. The willful provision by you of inaccurate or unreliable information will constitute a material breach of these Terms.
10.3 Compliance with Law and Rules. You represent and warrant that you and your App will comply with any and all applicable laws, regulations and card association rules (including, but not limited to, taking all steps as may be required to comply with the Payment Card Industry Data Security Standards (“PCI DSS”)).
10.4 Government. You represent and warrant that: (i) you are not located in a 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; and (ii) you are not listed on any U.S. Government list of prohibited or restricted parties.
11. Advertising and Publicity. You may not issue any press release or make any other public statements regarding these Terms or your relationship with First Data without First Data’s prior written approval.
12. Privacy and Confidential Information.
12.1 Data Collection and Use. First Data will collect certain data or usage statistics from Devices and information related to App Acquisitions. We may also from time to time request that you provide First Data with User Data and/or data or usage statistics relating to your App. Such data or usage statistics will be collected, used and maintained by First Data as set forth in First Data’s Privacy Policy, accessible at https://developer.payeezy.com/privacy-policy. To ensure the improvement of Apps, limited aggregate data may be available to you upon written request.
12.2 Confidentiality. You acknowledge that, in the course of performing your obligations under these Terms, you may obtain information relating to First Data of a confidential and proprietary nature (“Confidential Information”). Such Confidential Information, which you may obtain in writing, in electronic format, orally, by observation or otherwise, includes, without limitation, the Payeezy API, trade secrets, know-how, formulas, source code, inventions, beta software and other code not commercially released, diagrams, schematics, customer and financial information and product, sales or marketing plans, and information provided to you under Section 12.1. You will use Confidential Information only as necessary for your use of the Payeezy API in accordance with these Terms and fulfilling your obligations under these Terms, and you will disclose Confidential Information only to employees who have a need to know or have access to Confidential Information in order to carry out the purposes contemplated under these Terms and who have executed nondisclosure agreements binding them not to use or disclose Confidential Information except as permitted herein. The obligations contained in this Section 12.2 will not apply to the extent any information is: (i) or becomes public knowledge without your fault or action; (ii) received by you from a third party who received and disclosed the information without violation of any confidentiality restriction; or (iii) independently developed by you without use of or access to any Confidential Information.
13. Term and Termination.
13.1 Term. These Terms will become effective on the date upon which you click to accept them where this option is made available to you and will remain in effect until terminated by either you or First Data as set forth below.
13.2 Developer Termination. If you want to terminate our contractual relationship under these Terms, you must provide First Data with thirty (30) days’ prior notice.
13.3 First Data Termination. First Data may at any time, terminate our contractual relationship under these Terms for any reason or no specific reason upon notice to you.
13.4 Effect of Termination. Upon any termination of our contractual relationship under these Terms:
(i) all license rights granted to you under these Terms to use the Payeezy API in connection with your App will continue to apply with respect to your App Acquired prior to the termination date until the App Agreements for such App are terminated unless we terminate due to your breach of these Terms, in which case, all license rights granted to you under these Terms to use the Payeezy API will terminate immediately, and you must immediately cease all use of the Payeezy API;
(ii) you will promptly return to First Data (or at First Data’s request, destroy) all Confidential Information in your possession or control, and will provide First Data with written certification, signed by one of your officers, certifying to the return or destruction of such Confidential Information unless we terminate these Terms for a reason other than your breach of these Terms, in which case, you may retain and use Confidential Information (subject to Section 12.2) to the extent and only for the period reasonably required for you to support Apps Acquired prior to the termination date;
(iii) you will permit First Data to transition and/or assist in transitioning any Merchants affected by termination of our contractual relationship to an alternative application provider at the Merchant’s request.
(iv) For the avoidance of doubt, termination of these Terms will not terminate any App Agreements that are in effect between you and each Merchant as of the date of termination.
(v) The provisions which by their nature are intended to survive termination of these Terms shall so survive to the extent necessary (and for so long as necessary) to effectuate the purpose and intent of the referenced Section including the following: Sections 2, 3, 5, 7, 10, 12 through 16 and 19.
14. DISCLAIMERS; LIMITATION OF LIABILITY.
14.1 WARRANTY DISCLAIMER. THE PAYEEZY API IS PROVIDED "AS IS" AND "AS AVAILABLE" WITHOUT WARRANTY OF ANY KIND. YOU EXPRESSLY ACKNOWLEDGE AND AGREE THAT YOUR USE OF, OR INABILITY TO USE, THE PAYEEZY API IS AT YOUR OWN DISCRETION AND SOLE RISK, AND YOU ARE SOLELY RESPONSIBLE FOR ANY LIABILITY, ANY DAMAGE TO YOUR COMPUTER SYSTEM OR OTHER DEVICE, OR ANY LOSS OF DATA THAT RESULTS FROM SUCH USE OR INABILITY TO USE. FIRST DATA FURTHER EXPRESSLY DISCLAIMS ALL WARRANTIES AND CONDITIONS OF ANY KIND, WHETHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, ANY IMPLIED WARRANTIES AND CONDITIONS OF ACCURACY, MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT, OR THAT THE PAYEEZY API WILL FUNCTION UNINTERRUPTED OR ERROR-FREE, AND ANY WARRANTIES AND CONDITIONS ARISING OUT OF THE COURSE OF DEALING OR USAGE OF TRADE. BECAUSE SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF IMPLIED WARRANTIES, THE ABOVE EXCLUSION OF IMPLIED WARRANTIES MAY NOT APPLY TO YOU.
14.2 LIMITATION OF LIABILITY. YOU EXPRESSLY UNDERSTAND AND AGREE THAT FIRST DATA, ITS AFFILIATES, AND ITS OR THEIR RESPECTIVE REPRESENTATIVES OR LICENSORS WILL NOT BE LIABLE TO YOU UNDER ANY THEORY OF LIABILITY FOR ANY INCIDENTAL, INDIRECT, SPECIAL, CONSEQUENTIAL, PUNITIVE OR EXEMPLARY DAMAGES THAT MAY BE INCURRED BY YOU, INCLUDING ANY LOSS OF DATA, BUSINESS, REVENUE OR PROFITS OR FOR THE COST OF PROCURING SUBSTITUTE PRODUCTS OR SERVICES ARISING OUT OF OR IN CONNECTION WITH THESE TERMS OR THE OPERATION OR PERFORMANCE OF THE PAYEEZY API, WHETHER SUCH LIABILITY ARISES FROM ANY CLAIM BASED UPON CONTRACT, WARRANTY, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY OR OTHERWISE, AND WHETHER OR NOT FIRST DATA, ITS AFFILIATES, ITS OR THEIR RESPECTIVE REPRESENTATIVES OR LICENSORS HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH LOSS OR DAMAGE. SUBJECT TO THIS SECTION 14 AND THE OTHER RELEVANT PROVISIONS OF THESE TERMS, FIRST DATA’S AGGREGATE LIABILITY TO YOU AND ANY THIRD PARTY IN CONNECTION WITH THESE TERMS, YOUR ACCESS TO OR USE OF THE PAYEEZY API DURING EACH CONSECUTIVE TWELVE (12) MONTH PERIOD BEGINNING ON DATE YOU CLICKED TO ACCEPT THESE TERMS WILL NT EXCEED THE LESSER OF (I) THE ACTUAL DIRECT OUT-OF-POCKET EXPENSES THAT ARE REASONABLY INCURRED BY YOU OR (II) $10,000, REGARDLESS OF THE FORM OR THEORY OF THE CLAIM OR ACTION.
14.3 SUBMISSION OF DATA. YOUR SUBMISSION OF PERSONAL OR OTHER INFORMATION IN CONNECTION WITH THE PAYEEZY API IS AT YOUR SOLE RISK, AND FIRST DATA HEREBY DISCLAIMS ANY AND ALL LIABILITY ARISING FROM OR RELATING IN ANY WAY TO SUCH INFORMATION OR TO YOUR SUBMISSION THEREOF.
14.4 NO GUARANTEE. FIRST DATA DOES NOT REPRESENT OR GUARANTEE THAT THE PAYEEZY API WILL BE FREE FROM LOSS, CORRUPTION, ATTACK, VIRUSES, INTERFERENCE, HACKING OR OTHER SECURITY INTRUSION, AND FIRST DATA DISCLAIMS ANY LIABILITY RELATING THERETO. YOU WILL BE RESPONSIBLE FOR BACKING UP YOUR OWN SYSTEM.
15. Indemnification. You will defend, indemnify and hold harmless First Data, its Affiliates, and its or their respective representatives or licensors from and against any and all third party claims, as well as any and all losses, liabilities, damages, costs and expenses (including reasonable attorneys’ fees), arising out of or in connection with: (i) your use of the Payeezy API, (ii) your violation of these Terms, (iii) any assertions that your App (or any of your systems, software or services used in connection with your App) infringes any copyright, trademark, trade secret, trade dress, patent or other Intellectual Property Right of any Person or defames any Person or violates their rights of publicity or privacy, (iv) the misuse or disclosure of any cardholder data, (v) your material breach of an App Agreement or (vi) your negligent or willful acts or omissions.
16. Pass Through of Fines and Penalties. You shall be fully compliant with card association rules and regulations as amended from time to time. In the event your systems or App are breached and cause fines and/or penalties to be charged to First Data and/or First Data on behalf of its Processing Customers by the card associations, you agree to immediately reimburse First Data for said fines or penalties. You agree to immediately reimburse First Data and/or First Data on behalf of its Processing Customers for (i) card association fines or penalties and (ii) fees, fines or penalties from any entity caused by you for any reason.
17. Changes to these Terms. We reserve the right to make changes to these Terms at any time by publishing a revised version at https://developer.payeezy.com/terms-use. The revised version of the Terms will take effect from the time at which it is first published. You will be subject to the Terms in force at the time that you use the Payeezy API. Your continued use of the Payeezy API indicates your acceptance of such updates and changes. You are advised to check the Terms from time to time for any updates or changes that may affect you. We last modified these Terms on the date stated at the beginning of these Terms.
18. Electronic Communications. When you send emails to First Data, you are communicating with First Data electronically. First Data will communicate with you by e-mail or by posting notices on the https://developer.payeezy.com. You consent to receive notices and communications from First Data electronically and agree that all notices and communications that First Data provides you electronically satisfy any legal requirement that such communications are in writing, unless mandatory applicable laws specifically require a different form of communication.
19. General. These Terms and the information referred to in the specific URLs referenced in these Terms constitutes the entire and complete legal agreement between you and First Data regarding its subject matter, and completely replaces any prior or contemporaneous agreements or understanding, written or oral, between you and First Data regarding its subject matter. A failure by First Data to enforce any right or provision of these Terms will not constitute a waiver by First Data of future enforcement of that right or provision or any other right or provision. If any provision of these Terms is held to be invalid or unenforceable, that provision will be inoperative only to the extent necessary and will be severed from the remainder of these Terms; the remaining provisions of the Terms will remain in full force and effect. Except for our Affiliates, no Persons will be third party beneficiaries to these Terms. You will comply fully with all U.S. and foreign export laws and regulations to ensure that your App, any technical data related your App or any direct product thereof is not exported or re-exported directly or indirectly in violation of, or used for any purposes prohibited by, such laws and regulations. You may not assign or transfer any of your rights or obligations under these Terms, in whole or in part, by operation of law or otherwise, without the prior written approval of First Data. You will enter into any documents required by First Data to effectuate an assignment or transfer by First Data of its rights and obligations under these Terms. These Terms, their subject matter and their formation are governed by the laws of the State of New York without regard to its conflicts of laws provisions. You and First Data will submit to the non-exclusive jurisdiction of the courts located within the county of Suffolk, New York to resolve any legal matter arising from these Terms. Notwithstanding the preceding sentence, First Data will have the right to obtain an injunction or other equitable, remedies in any jurisdiction, for any breach of these Terms related to First Data’s Intellectual Property Rights. All notices that you are required or desire to give to First Data must be in writing and given by overnight mail (e.g., FedEx) to First Data Merchant Services Corporation, 1307 Walt Whitman Road, Melville, New York 11747, Attn: IP Officer and will be deemed received by First Data on the next business day after being deposited with an overnight carrier. These Terms establish an independent contractor relationship between you and First Data and do not create any affiliate relationship, partnership, joint venture, employment relationship, agency, or fiduciary or other special relationship between you and First Data. Except as expressly stated in these Terms, neither party has the authority to act or purport to act as the other party’s agent or representative for any purpose.
