Terms of Use

Last Updated: August 29, 2022
PaceGateway Developer API Terms of Use

By registering for and using the PaceGateway Developer API (the “Developer API”), you agree to bound by the terms for using content, including any accompanying headlines, links or metadata (“API Content”), tools, utilities, developer services and associated data, tokenized user information or software (collectively, “Tools”) accessed through the Developer API or any other PaceGateway API and the additional Developer API Terms of Use identified below.

1. Introduction

The Developer API Terms of Use govern your access and use of the Developer API and the PaceGateway website and mobile application www.partnerpay.com (collectively, the “PaceGateway Services”), related API Content and Tools and are comprised of (i) the terms set forth below, (ii) the Privacy Policy generally applicable to PaceGateway and PaceGateway’s other sites, applications, platforms and services and (iii) any additional terms applicable to the Developer API, related API Content or Tools, including the terms within the accompanying API documentation. You agree that in the event of any inconsistency between the terms set forth below and the terms of use generally applicable to the PaceGateway Services, the terms set forth below control.

By accessing or using the PaceGateway Services, you agree to comply with the Developer API Terms and agree that they control your relationship with us. Please read the Developer API Terms carefully. By using the PaceGateway Services, you agree to these terms. If you disagree with any of the Developer API Terms, PaceGateway does not grant you a license to use the PaceGateway Services.

You may not use the PaceGateway Services, and may not accept the Developer API Terms if (i) you are not of legal age to form a binding agreement with PaceGateway or (ii) you are a person barred from using or receiving the Developer API under the applicable laws of the United States or other countries, including the country in which you are resident or from which you use the Developer API. If you use the Developer API on behalf of an entity, you represent and warrant to PaceGateway that you have authority to bind that entity to the Developer API Terms and by accepting the Developer API Terms, you are accepting the terms on behalf of that entity, and all references to “you” in the Developer API Terms refer to that entity.

PaceGateway may amend the Developer API Terms or any portion thereof at any time to, for example, reflect changes to the law, changes to the Developer API or for any other reason in PaceGateway’s sole discretion. We will post a notice of any material amendment in the API documentation or in the PaceGateway Developer Center. Any amendment to the Developer API Terms will be effective 30 calendar days following the posting date unless the amendment addresses new functions for the Developer API or is made for legal reasons, in which case the amendment will be effective immediately. Please review the Developer API Terms periodically to ensure that you and your Apps comply with any applicable amendments. As a courtesy, we will include notice of material amendments in an email that we will send to the then-current list of email addresses provided by developers. Our failure to do so, however, or your failure to receive or read the email, will not relieve you of your obligation to comply with any amendment of these Developer API Terms once they become effective. Your continued use of the modified Developer API constitutes your acceptance of the modified Developer API Terms. If you do not agree to the Developer API Terms as amended you should discontinue your use of the Developer API.

PaceGateway may charge a fee to access the Developer API, related API Content or a particular Tool. Any new fee or any change to an existing fee implemented by PaceGateway would be a material change to the Developer API Terms, for which advance notice would be provided to you by PaceGateway in accordance with this Section 3.

We may send you certain communications in connection with your use of the modified Developer API. Please review the modified Developer API documentation for information about opting out of certain types of communication.

2. API Content Terms

PaceGateway enables registered users of the Developer API to access certain content, including audio, text, images and other content on the PaceGateway Services, applications, platforms and services, and other content provider sites, applications, platforms and services through its application programming interfaces (“APIs”), as described at PaceGateway Developer Portal. PaceGateway has the right, in its discretion, to limit registration, to stop registering new users or to revoke registration at any time.

As a registered user of the Developer API, other than using the API for the development purposes you may use the API Content only as contemplated by the Developer API Terms and the Terms of Use applicable to the PaceGateway Services, and subject to the following conditions:

  1. your use of the API Content for promotional purposes, including demonstrations or any use other than internal use will be made pursuant to a license granted by PaceGateway, for which you should contact PaceGateway; otherwise, your use of the API Content is permitted only for internal business purposes;
  2. all links to API Content redirect the user to the PaceGateway or other content provider sites, applications, platforms or services when the user clicks on them, and all audio must be sent from the originating servers through direct links that redirect the user to the PaceGateway;
  3. the date of all API Content is displayed with that content;
  4. your use or display of API Content must not suggest that PaceGateway or any content provider promotes or endorses you or any third party or the causes, ideas, products, sites, applications, platforms, services of you or any third party;
  5. you shall not modify, copy, translate, create a derivative work of, sell, distribute or sublicense any API Content;
  6. you shall not use the API Content in any way that changes or distorts its fundamental meaning;
  7. you shall not use the API Content for inappropriate commercial purposes or in any way that is unlawful or harmful to any other person or entity;
  8. you may not scrape, build databases, archive or store any API Content or keep cached copies of any API Content longer than permitted by the cache header, or enable the scraping, indexing, database building, archiving, storing, unpermitted caching or downloading of any API Content by your end user or any third party;
  9. unless expressly permitted in writing by PaceGateway, you may use only a limited amount of content from the API, and you may not re-create the PaceGateway applications, platforms or services, any content provider sites, applications, platforms or services or any portion of the PaceGateway Services and these sites, applications, platforms and services;
  10. you may not insert any intermediate page, splash page or other content between the links and the applicable API Content source’s web page;
  11. you must provide proper attribution for the content source (PaceGateway, or other content provider) by including “PaceGateway” or the name of the relevant API Content source in text in connection with the API Content, but not in the title of any publicly-available application, and provide a link back to the API Content source’s site;
  12. you will not remove, obscure or alter any copyright, trademark or other proprietary rights or notices, or falsify or delete any author attributions, legal notices or other labels of the origin or source of the API Content; and
  13. if you use API Content in an application pursuant to the Developer API Terms, and if after receiving approval from PaceGateway to distribute the application to the public you make that application available to the public by means such as an app store, (i) you must not use “PaceGateway,” or any PaceGateway logo or PaceGateway-provided images in the title or name of, or logo or icon for, the application, and (ii) the description of the application provided in the app store may include a reference to “PaceGateway, or any factual description of the application or the content included in the application, provided that the description also notes that the application is not an official PaceGateway application. Any other use of the API Content, PaceGateway’s trademarks, service marks, trade names, logos, domain names or other distinctive brand features (“Brand Features”) or the Brand Features of any API Content source requires the prior written permission of PaceGateway. For permission requests, please visit our permissions page.

PaceGateway may withdraw any or all API Content from the API at any time. Upon the request of PaceGateway, you shall promptly cease all use of, and remove from your sites or other applications, platforms or services, any API Content identified by PaceGateway. PaceGateway reserves the right to include or apply sponsorship to any API Content and to track usage of the API Content.

3. Rules for Apps

PaceGateway will make available to you through the PaceGateway Developer API certain API Content and Tools for your use to develop a prototype or prototypes of applications, services and other offerings (“Apps”) that bring the PaceGateway application experience to new platforms. These Tools include the authorization service (the interface to PaceGateway’s authorization server), the merchant service (the entry point to user-specific information) and the terminal service. You agree that you will not, in the absence of PaceGateway’s prior written approval, distribute your Apps to others or otherwise permit or facilitate the use of your Apps by anyone else.

PaceGateway in its sole discretion will determine which API Content and Tools will be made available in the Developer API from time to time, and may impose certain requirements with respect to the use of PaceGateway Brand Features or other intellectual property or proprietary content (collectively, “PaceGateway Property”) in Apps that access or use the Developer API, including, for example, whether an App must be PaceGateway-branded, how PaceGateway Property must appear in an App, how much API Content may be used in an App, and the amount of times particular API Content may be displayed in an App.

The following rules apply to all Apps developed using the Developer API:

  • Approvals. You must submit your App (and any update) to PaceGateway for PaceGateway’s written approval at least 30 days prior to making the App publicly available. A separate written agreement may be required. PaceGateway makes no guarantee whatsoever that it will approve any App for public release or use, or that it will complete its review of an App within 30 days or any other period of time.
  • Attribution; Branding. All Apps must include an approved PaceGateway trademark, logo or other intellectual property (each, an “PaceGateway Mark”). However, (i) you must not use “PaceGateway,” or any PaceGateway logo or PaceGateway-provided images in the title or name of, or logo or icon for, the application, and (ii) the description of the application provided in the app store may include a reference to “PaceGateway, or any program name in a factual description of the application or the API Content included in the application, provided that the description also notes that the application is not an official PaceGateway application.
  • No Press Releases. You may not issue any press release or make any public statement about PaceGateway, the Developer API, related API Content, Tools, the inclusion of any of the foregoing in any of your Apps or others’ Apps, or these Developer API Terms without PaceGateway’s prior written approval.
  • No Sponsorship. No sponsorship or advertising of any kind may appear on or be associated with any App, unless included in the API Content made available by PaceGateway or otherwise permitted in writing by PaceGateway.

4. License; Developer Key

Provided that you agree to the Developer API Terms, PaceGateway grants to you a limited, non-exclusive, non-assignable, non-transferable license to access and use the Developer API, related API Content and Tools solely with the client secret or other developer key assigned to you to develop a prototype of software to enable the interaction with your App(s) with the Developer API (the “Developer Key”). You may not (i) sublicense or transfer the foregoing license to any person or entity, (ii) allow any person or entity to access the Developer API, related API Content or Tools, or (iii) use or exploit the Developer API, related API Content or Tools outside of your App. Furthermore, you may only use PaceGateway Property (including PaceGateway Marks) in the manner in which it is provided to you by PaceGateway and in accordance with PaceGateway’s brand guidelines. All rights not expressly granted to you are reserved by PaceGateway.

PaceGateway may grant or remove a Developer Key for any reason in its sole discretion. Your Developer Key is personal to you, and you may not transfer your Developer Key to any other person or entity without PaceGateway’s prior written approval. You agree that you will not misrepresent or mask either your identity, the identity of your employer, client or other entity on whose behalf you are developing the App when using the Developer API or your PaceGateway developer account. You are responsible for maintaining the secrecy and security of your Developer Key, and are responsible for informing us of any changes to the information (such as identification or contact details) that you provided when you registered to receive a Developer Key. PaceGateway will provide to you a link to replace or retrieve your Developer Key if you are unable to remember or use your key.

Some of the software required by or included in the Developer API may be offered under an open source license. If so offered, the open source software and its corresponding license will be identified in the documentation accompanying the Developer API. Open source software licenses constitute separate agreements. To the limited extent that any open source software license expressly supersedes the Developer API Terms, the open source license instead sets forth your agreement with PaceGateway for the applicable open source software.

By accessing or using the Developer API, you grant to PaceGateway a perpetual, worldwide, non-exclusive, irrevocable, fully-paid, royalty-free, sublicensable and transferable (in whole or in part) license to use, in all means and media now known or hereafter devised, the information you provide about yourself and your Apps in connection with PaceGateway’s descriptions, marketing or promotion of the Developer API and the Apps developed through it. Furthermore, you permit us to use this information in accordance with our Privacy Policy. If you provide feedback or suggestions about the Developer API, then you grant to PaceGateway (and those persons and entities we allow) a license to use such information without obligation to you. This license does not give PaceGateway the permission to create commercial products out of your name or likeness without first receiving your written approval.

5. Obligations

The following obligations apply to your use of the Developer API, related API Content and Tools:

5.1 Use of PaceGateway Property.

As a condition to launching an App, PaceGateway may require that you use certain PaceGateway Marks or other PaceGateway Property. PaceGateway has sole discretion to determine the PaceGateway Property to be used in connection with a particular App and the terms governing the use of the PaceGateway Property. You may not create derivatives of PaceGateway Property or use the “PaceGateway” name or any other PaceGateway Marks in the title of your App without PaceGateway’s prior written approval. Your use of PaceGateway Property, the Developer API, related API Content and Tools will not (i) imply in any way that PaceGateway endorses your products or services or (ii) portray PaceGateway in a negative manner, in either case as determined by PaceGateway in its sole discretion.

5.2 Use of Content.

By accessing and using the Developer API, you agree to comply with the terms of use for API Content identified above. You agree to delete from your App any API Content or other content upon PaceGateway’s request, PaceGateway disabling the Developer API or termination. You agree to configure your App to request only API Content that is needed by such App. Except with PaceGateway’s prior written approval, you may not (i) use the Developer API, any API Content or any Tools for any commercial purpose or (ii) redistribute any API Content except within your App. If the non-public content of a user, including user information associated with testers of the App, is obtained through the Developer API, you may not expose that content to other users or to third parties without explicit opt-in consent from that user.

5.3 Use of Third-Party Content.

If any third-party names, Brand Features or other intellectual property or proprietary content in any format, including text, images, videos, audio or software (collectively, “Third-Party Content”), are included in your App, you represent that you own or have all necessary rights, licenses, consents and permissions, without the need for any permission from or payment to any other person or entity, to use or exploit such Third-Party Content in your App. You may not imply, in your App or otherwise, that any Third-Party Content is endorsed by PaceGateway.

5.4 Branding; Attribution; Publicity.

Except where expressly stated, the Developer API Terms do not grant to either you or PaceGateway any right, title or interest in or to the other’s Brand Features. You agree to display any attribution required by PaceGateway as described in the Developer API documentation. If PaceGateway has approved your App for public release under the Developer API Terms, PaceGateway grants to you a non-exclusive, non-transferable, non-sublicensable license while the Developer API Terms are in effect to display PaceGateway’s Brand Features for the purpose of marketing or promoting that you use the Developer API, subject to PaceGateway’s prior written approval of the specific marketing or promotion. You must only use the PaceGateway Brand Features in accordance with the Developer API Terms and for the purpose of fulfilling your obligations under this Section 5.4. In using PaceGateway’s Brand Features, you agree to follow PaceGateway’s brand guidelines. You understand and agree that PaceGateway has the sole discretion to determine whether your attribution and use of PaceGateway’s Brand Features are in accordance with these requirements and brand guidelines.
You will not make any statement regarding your use of the Developer API that suggests partnership with, sponsorship by or endorsement by PaceGateway without PaceGateway’s prior written approval. In the course of marketing, promoting or demonstrating the Developer API and associated Apps, PaceGateway may produce and distribute incidental depictions, including screenshots, video or other content, from your App and may use the name of you and your App. You grant PaceGateway all necessary rights for this purpose.

5.5 Compliance With Applicable Laws.

You agree to maintain your App and your systems in accordance with industry-standard quality levels. You agree that your App will comply with all applicable laws and regulations (including intellectual property, data protection and privacy laws and laws regarding the import or export of data or software) of the United States and other countries, as applicable, and you understand that you are solely responsible for ensuring that your App complies with such laws and regulations and any applicable third-party rights. Furthermore, you will require your end users to comply with, and not knowingly enable them to violate, the Developer API Terms and all other applicable laws and regulations.

The Developer API, related API Content and Tools may be protected by copyrights, trademarks, service marks, international treaties or other intellectual property or proprietary rights. You agree to abide by all notices and restrictions applicable to the use of the Developer API, related API Content and Tools and other terms of service with PaceGateway. You agree that your App will comply with all applicable third-party rights, you are solely responsible for ensuring that your App complies with such third-party rights and you will not use the APIs to encourage or promote illegal activity or violation of third-party rights.

5.6 Security.

You agree to access and use the PaceGateway Services, related API Content and Tools in a secure manner consistent with industry security standards and take reasonable measures to avoid introduction into the Developer API or any PaceGateway Service of any virus, trap door, back door, worm, Trojan horse or other harmful computer code, files, scripts, agents, programs, adware, device or other features that may access, alter, delete, damage or disable any hardware, software, information or other property of PaceGateway (collectively, “Harmful Code”). You will report to PaceGateway any violations of the security of your systems that access the Developer API or provide access to API Content or Tools. You agree that PaceGateway may monitor use of the Developer API to ensure quality, improve the PaceGateway Services and verify your compliance with the Developer API Terms and the security measures you have established for your App. This monitoring may, for example, include PaceGateway accessing and using your App to identify security issues that could affect PaceGateway, its member stations or the users of your App. You will not interfere with this monitoring. PaceGateway may use any technical means to overcome such interference. PaceGateway may suspend access to the Developer API by you or your App if PaceGateway reasonably believes that you are in violation of the Developer API Terms.
We reserve the right to withdraw or amend the PaceGateway Services, and any service or material we provide, in our sole discretion without notice. We will not be liable if for any reason all or any part of the PaceGateway Services is unavailable at any time or for any period. From time to time, we may restrict access to some parts of the PaceGateway Services, or the entire PaceGateway Services, to users, including registered users.

You are responsible for both:

  • Making all arrangements necessary for you to have access to the PaceGateway Services.
  • Ensuring that all persons who access the PaceGateway Services through your internet connection are aware of these Developer API Terms of Use and comply with them.

To access the PaceGateway Services or some of the resources it offers, you may be asked to provide certain registration details or other information. It is a condition of your use of the PaceGateway Services that all the information you provide on the PaceGateway Services is correct, current, and complete. You agree that all information you provide to register with the PaceGateway Services or otherwise, including, but not limited to, through the use of any interactive features on the PaceGateway Services, is governed by our Privacy Policy, and you consent to all actions we take with respect to your information consistent with our Privacy Policy.

If you choose, or are provided with, a user name, password, or any other piece of information as part of our security procedures, you must treat such information as confidential, and you must not disclose it to any other person or entity. You also acknowledge that your account is personal to you and agree not to provide any other person with access to the PaceGateway Services or portions of it using your user name, password, or other security information. You agree to notify us immediately of any unauthorized access to or use of your user name or password or any other breach of security. You also agree to ensure that you exit from your account at the end of each session. You should use particular caution when accessing your account from a public or shared computer so that others are not able to view or record your password or other personal information.

5.7 User Privacy.

You will use commercially reasonable efforts to protect personal data and user information collected by your App, including any personally identifying information (“PII”), from unauthorized access or use and will promptly report to your users any unauthorized access or use of such information to the extent required by applicable law. You will comply with all applicable privacy laws and regulations including those applying to PII. You will provide and adhere to a privacy policy for your App that clearly and accurately describes to users of your App the user information you collect and how you use and share such information with PaceGateway and third parties.

5.8 API Limits.

PaceGateway sets and enforces, in its sole discretion, a “call volume” for the Developer API that limits the number of API requests that you may make or the number of users you may serve. This call volume and related limits, if any, will be specified in the accompanying API documentation. You agree to, and will not attempt to circumvent, these limits. If you would like to use the Developer API in excess of the call volume or beyond the other limits you must obtain PaceGateway’s prior written consent, which may be declined by PaceGateway or conditioned or your agreement to additional terms or fees for exceeding these limits, in PaceGateway’s discretion.

5.9 Prohibited Activities.

Without limiting any of the other limitations on the use of the Developer API specified in the Developer API Terms, you agree that when using the Developer API you and persons acting on your behalf will not:

  1. sublicense the Developer API or your Developer Key for use by a third party, or create an App that functions substantially the same as the Developer API and offer it for use by third parties;
  2. perform an action intended to introduce into the Developer API or any PaceGateway Service any Harmful Code;
  3. interfere with or disrupt the Developer API or the servers or networks providing the Developer API;
  4. reverse engineer or attempt to extract the source code from the Developer API or any related software, except to the extent that this restriction is expressly prohibited by applicable law;
  5. use the Developer API for the purpose of, or in conjunction with, the unauthorized exploitation of intellectual property rights, the Developer API or the PaceGateway Services;
  6. use the Developer API in any way that is associated with or promotes, encourages, facilitates or condones the illegal or unauthorized use or sharing of audio or audiovisual content, promotes or facilitates unlawful online gambling or disruptive commercial messages or advertisements, or for any other purpose that is fraudulent, misleading or illegal, or is outside the scope of the access granted to you under the Developer API Terms;
  7. use the Developer API in any way that libels, abuses, harasses, stalks or threatens other persons or entities, or that is obscene, malicious or discriminatory or infringes or violates the intellectual property, privacy, publicity or other rights of any persons or entities;
  8. use the Developer API for any activities where the use or failure of the Developer API could lead to death or personal injury;
  9. remove, obscure or alter any PaceGateway terms of use or any links to or notices of such terms; or
  10. include content, tools or other materials in your App that violate the Terms of Use generally applicable to the PaceGateway Services.

6. Confidentiality

Your Developer Key and other developer credentials such as passwords and account IDs are intended to be used by you and to identify your App. You will keep your developer credentials confidential and make reasonable efforts to prevent and discourage other Apps from using your developer credentials. Developer credentials may not be embedded in open source projects.

Our communications to you and the Developer API may contain PaceGateway confidential information. PaceGateway confidential information includes any materials, communications and information that are marked confidential or that would normally be considered confidential under the circumstances. You agree that if you receive any such information you will not disclose it to any third party without PaceGateway’s prior written approval. PaceGateway confidential information does not include information that you independently developed, that was rightfully given to you by a third party without any confidentiality obligation, or that becomes public through no fault of your own. You may disclose PaceGateway confidential information when compelled to do so by law if you provide us with reasonable prior notice to afford PaceGateway sufficient time to oppose such disclosure or seek a protective order, unless a court orders that we not receive notice, and reasonable assistance in opposing such disclosure or seeking a protective order or other limitations on disclosure. You acknowledge that the unauthorized disclosure of PaceGateway confidential information to any third party would immediately and irreparably injure PaceGateway and entitle PaceGateway to an immediate injunction or other equitable relief.

7. Ownership

As between you and PaceGateway, PaceGateway owns all right, title and interest in the Developer API, related API Content, Tools and PaceGateway Property (including PaceGateway Marks), and the Developer API Terms grant you no right, title or interest in any intellectual property or other proprietary content owned or licensed by PaceGateway, including (but not limited to) the Developer API, API Content, Tools and PaceGateway Property (including PaceGateway Marks).

The PaceGateway Services and its entire contents, features, and functionality (including but not limited to all information, software, text, displays, images, video, and audio, and the design, selection, and arrangement thereof) are owned by PaceGateway, its licensors, or other providers of such material and are protected by United States and international copyright, trademark, patent, trade secret, and other intellectual property or proprietary rights laws.

8. Independent Development

You understand and acknowledge that PaceGateway may be independently creating applications, content or other products or services that may be similar to or competitive with your App, and that nothing in the Developer API Terms are or will be construed as restricting or preventing PaceGateway from creating and fully exploiting such applications, content or other products or services, now or in the future, without any obligation to you.

9. Representations and Warranties

In addition to the other representations and warranties that you make by accessing or using the Developer API, you represent and warrant to PaceGateway that:

  • you have the authority to enter into and perform your obligations as described in the Developer API Terms;
  • you will obtain and maintain any and all necessary licenses and permissions in connection with your use of the Developer API and the PaceGateway Services;
  • you will not use the Developer API or the PaceGateway Services for any purpose to enable you to personally identify or contact any user of PaceGateway or the other PaceGateway Services;
  • you will at all times comply with the terms of this Agreement and any other terms or policies included in the Developer API Terms or on the Developer Platform; and
  • you will not bring any claim against PaceGateway or any of its licensees, assigns or successors for damages, liabilities, causes of action, judgments or claims in respect of your access, retrieval or use of the Developer API, the PaceGateway Services or any intellectual property that you develop that is based on or may otherwise arise out of your use of, reliance on, or reference to the Developer API or the PaceGateway Services.

10. Disclaimers

THE PACEGATEWAY SERVICES , API CONTENT AND TOOLS ARE PROVIDED “AS IS” AND WITHOUT WARRANTIES OF ANY KIND. PACEGATEWAY DISCLAIMS AND EXCLUDES ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, ACCURACY, COMPLETENESS, RELIABILITY, AVAILABILITY, SECURITY, COMPATIBILITY AND NONINFRINGEMENT. YOUR USE OF THE PACEGATEWAY SERVICES , API CONTENT AND TOOLS IS AT YOUR OWN DISCRETION AND RISK. PACEGATEWAY DOES NOT WARRANT THAT THE PACEGATEWAY SERVICES OR ANY API CONTENT OR TOOLS WILL BE ERROR-FREE, THAT ACCESS THERETO WILL BE UNINTERRUPTED, THAT DEFECTS WILL BE CORRECTED, OR THAT THE PACEGATEWAY SERVICES (OR THE SERVERS THAT MAKE SUCH CONTENT AVAILABLE) OR ANY TOOL IS FREE OF HARMFUL CODE. PACEGATEWAY DOES NOT WARRANT OR MAKE ANY REPRESENTATIONS REGARDING THE USE OF TOOLS OR ANY CONTENT MADE AVAILABLE THROUGH THE DEVELOPER API OR THAT PACEGATEWAY WILL APPROVE PUBLIC RELEASE OR USE OF ANY APPS DEVELOPED USING THE DEVELOPER API. YOU HEREBY WAIVE ANY CLAIM AGAINST PACEGATEWAY WITH RESPECT THERETO.

11. Limitation of Liability

UNDER NO CIRCUMSTANCES WILL PACEGATEWAY BE LIABLE TO YOU OR TO ANY OTHER PERSON OR ENTITY FOR ANY INDIRECT, INCIDENTAL, SPECIAL OR CONSEQUENTIAL DAMAGES INCLUDING LOST PROFITS, REVENUE OR DATA, PERSONAL INJURY (INCLUDING DEATH) AND PROPERTY DAMAGE OF ANY NATURE WHATSOEVER, ARISING OUT OF OR IN CONNECTION WITH USE OF THE PACEGATEWAY SERVICES, API CONTENT OR TOOLS, EVEN IF PACEGATEWAY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. IN NO EVENT WILL PACEGATEWAY’S TOTAL LIABILITY TO YOU FOR ALL DAMAGES, LOSSES AND CAUSES OF ACTION WHETHER IN CONTRACT, TORT (INCLUDING NEGLIGENCE) OR OTHERWISE EXCEED THE LESSER OF $100 OR THE AMOUNT YOU PAID (IF ANY) FOR ACCESSING OR USING THE DEVELOPER API, API CONTENT OR TOOLS DURING THE SIX MONTHS PRIOR TO THE EVENT GIVING RISE TO THE LIABILITY. IN ALL CASES, PACEGATEWAY WILL NOT BE LIABLE FOR ANY EXPENSE, LOSS OR DAMAGE THAT IS NOT REASONABLY FORSEEABLE.

THE LIMITATIONS, EXCLUSIONS AND DISCLAIMERS IN THIS SECTION 11 AND ELSEWHERE IN THE DEVELOPER API TERMS APPLY TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW.

12. Indemnification

You agree to indemnify PaceGateway, its affiliated companies and each of their respective directors, officers, employees, agents, representatives and assigns (collectively, the “Indemnified Parties”) from and against any and all claims, losses, damages, liabilities and costs (including settlement costs and any legal or other fees and expenses for investigating or defending any actions or threatened actions) incurred by the Indemnified Parties in connection with any third-party claim arising out of any breach by you or your end user of these Developer API Terms, arising from your or your end user’s use of the Developer API (including any claim that your App violates or infringes upon any intellectual property or other proprietary right of any person or entity, violates the right of publicity or privacy of any person, violates any law or regulation, or defames any person or entity), or arising out of any content or data routed into or used with the Developer API by you or your end users. You will use your best efforts to cooperate with PaceGateway in the defense of any claim. PaceGateway reserves the right, at its own expense, to employ separate counsel and assume the exclusive defense and control of any matter otherwise subject to indemnification by you. To the maximum extent permitted by applicable law, you hereby release and waive all claims against the Indemnified Parties from any and all liability for losses, damages, liabilities and costs (including litigation costs and attorneys’ fees) of every kind and nature arising or in any way related to your use of the Developer API, related API Content and Tools.

13. Termination

PaceGateway may prevent you from accessing, or terminate your use of, the Developer API, related API Content or any Tool at any time for any reason in its sole discretion, without notice and without liability or other obligation to you. For example, PaceGateway may terminate your use of the Developer API if PaceGateway determines that your API request call volume is excessive or that you are misusing the Developer API, API Content or Tool, or if PaceGateway receives a complaint or otherwise becomes aware that you or your App is violating a law or regulation or the rights of any person or entity. PaceGateway may also suspend or cease making the Developer API, related API Content and Tools available at any time for any reason in its sole discretion. You may also terminate your use of the Developer API at any time with or without advance notice by informing PaceGateway in writing and upon termination stopping use of any of the Developer API, related API Content and Tools.

Upon termination for any reason, you will (i) immediately stop using the Developer API, related API Content and Tools, (ii) stop all use of the PaceGateway Brand Features, (iii) delete any cached or stored content that was permitted by the cache header described in Section 2(h), and (iv) take reasonable steps to remove your App from all distribution outlets in which it is available. PaceGateway may independently communicate with any account owner that has an account associated with your App and your Developer Key or other developer credentials to provide notice of the termination of your right to use the Developer API. Upon the expiration of the validity of the Developer API Terms, those terms that by their nature are intended to continue indefinitely will continue to apply, including but not limited to Section 5.2, Section 5.3, Section 6, Section 8, Section 12 and Section 14.

14. General Provisions

14.1 No Agency.

Nothing in the Developer API Terms will be construed to create between you and PaceGateway any partnership, joint venture, employment relationship or agency relationship. You will not have any authority to assume or create any express or implied obligation for or on behalf of PaceGateway.

14.2 Access Outside the United States.

The PaceGateway Services are controlled and operated within the United States. PaceGateway makes no representation that the PaceGateway Services, any API Content or Tools are appropriate or available for use outside the United States. If you access or use the PaceGateway Services, any API Content or Tools from a location outside the United States, you have full and sole responsibility for compliance with applicable laws, including U.S. export laws and regulations.

14.3 Entire Agreement.

The Developer API Terms are the entire agreement between you and PaceGateway relating to the development of Apps using the PaceGateway Services and supersede any prior or contemporaneous agreements on that subject.

14.4 Severability; Waiver.

If any provision of these Developer API Terms shall be unlawful, void or for any reason unenforceable, then that provision shall be deemed severable therefrom and shall not affect the validity and enforceability of any remaining provisions. No waiver of any provision of these Developer API Terms by PaceGateway shall be deemed a further or continuing waiver of such provision or any other provision, and PaceGateway’s failure to assert any right or provision under these Developer API Terms shall not constitute a waiver of such right or provision.

14.5 Governing Law.

The Developer API Terms are governed by and will be construed in accordance with the laws of the District of Columbia and the laws of the United States, without giving effect to any principles of conflicts of law. You agree that any action at law or in equity arising out of or relating to the Developer API Terms will be filed, and that venue properly lies, only in the courts located in the District of Columbia, and you hereby consent and submit to the personal jurisdiction of such courts for the purposes of litigating any such action; provided, however, that if you are accepting the Developer API Terms on behalf of a United States city, county, or state government entity, then you and PaceGateway agree that the provisions regarding governing law and venue are not made part of the Developer API Terms. Nothing in the Developer API Terms will be construed to limit you or PaceGateway from the ability to seek injunctive relief when appropriate.

14.6 Contact Information.

All other feedback, comments, requests for technical support, and other communications relating to the PaceGateway Services should be directed to: [email protected]

[email protected]

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