Developer Terms and Conditions

Thanks for your interest in GoTab's Developer Platform! These GoTab Developer Terms (these “Terms”) are a binding agreement between you (“you” or “Developer”) and GoTab, Inc. d/b/a “GoTab” and any of our related companies (“GoTab”, “we” or “us”) and govern your use of our Developer Platform. If you are entering into these Terms on behalf of a company, organization or another legal entity, then “you” or “Developer” refers to that entity, and you represent and warrant that you have the authority to bind that entity to these Terms. If you do not have such authority, or if you do not agree with these Terms, you must not accept these Terms or use or access the Developer Platform. GoTab may modify these Terms from time to time, subject to Section 19 (Changes to Terms) below.

By clicking on “I agree” (or a similar button) or by using or accessing the Developer Platform, you agree to be bound by these Terms.

1 How These Terms Apply

These Terms apply if you use the Developer Platform to enable an application or service you operate (an “Add-On”) to integrate with GoTab’s mobile payment web application (collectively, the “App”) (the “GoTab Service”). Any use of the GoTab Service itself remains subject to the separate terms you’ve entered into for your subscription to the GoTab Service (the “GoTab Terms”). “Developer Platform” means GoTab’s APIs, personal tokens, developer credentials and other tools or services allowing developers to interface with the GoTab Service, as may be updated or modified from time to time.

2 Registration

To use the Developer Platform, you must complete any registration requirements established by GoTab. You must keep any Developer credentials confidential, and not share them with any third parties.

3 Use of Developer Platform

Subject to these Terms, you may use the Developer Platform to enable your Add-On to integrate with the GoTab Service. All of your use rights in these Terms (including rights to use GoTab Marks below) are limited, non-exclusive, non-sublicensable, non-transferable and revocable, and you may only use the Developer Platform in accordance with the Developer Policies (as defined below). You may permit your agents and contractors to exercise your rights on your behalf, provided you remain responsible for their compliance with these Terms.

4 Developer Policies

These Terms incorporate the current version of GoTab’s Developer Platform documentation (currently available here), privacy requirements (currently available here) (“Privacy Policy”) and any other linked or referenced GoTab terms (collectively, the “Developer Policies”).

5 Approval

Your participation as a Developer and each Add-On are subject to GoTab’s ongoing approval in its sole discretion. We reserve the right to test Add-Ons for security, performance and other criteria, and you agree to provide us with access to your Add-Ons and other reasonably requested information at any time upon request. We may change our approval processes or any user or activation level threshold for approval at any time.

6 Access Limits

GoTab may monitor your use of the Developer Platform and, from time to time, may place limits on access to the Developer Platform (e.g., limits on numbers of calls per end user account).

7 Listings on the GoTab Service

GoTab may make available Add-On listings or other features allowing end users to discover or enable Add-Ons on the GoTab Service or GoTab websites (“Listings” and its variants). To submit your Add-on for Listing, you must provide GoTab with your product description, icons, Your Marks and related materials that we reasonably request (collectively, “Add-On Package”).

a. GoTab Rights. If GoTab approves your Add-On for Listing, then you hereby grant GoTab a worldwide, non-exclusive license to (i) list, promote and market the availability of your Add-On in connection with the GoTab Service, GoTab websites and related marketing materials, including rights to use, format, copy, distribute publicly perform and display your Add-On Package; and (ii) create screenshots and excerpts of your Add-On’s usage with the GoTab Service. For clarity, GoTab retains sole discretion and control over the placement, look and feel of any approved Listings.

b. Removals. You may request that we remove your Listing at any time by contacting [email protected] We will use commercially reasonable efforts to promptly remove the Listing following receipt of your request. You agree to cooperate as requested by GoTab regarding end user transition and communications. In addition to its other rights, GoTab may temporarily or permanently take-down any Listing (and disable any Add-Ons) in its discretion, without notice or liability to you.

8 Restrictions

You may only use the Developer Platform as permitted in these Terms. You will not (and will not permit anyone else to): (a) access the Developer Platform except through personal tokens and credentials we provide; (b) attempt to circumvent any of the Developer Platform’s access or usage limits; (c) sublicense, sell or grant third parties access to the Developer Platform or any end user account, other than permitted use by your agents or contractors in Section 3 (Use of Developer Platform); (d) use the Developer Platform for competitive purposes or to operate Add-Ons that substantially replicate features of the GoTab Service; (e) reverse engineer, modify or create derivative works of the Developer Platform; (f) make calls to the Developer Platform not driven by bona fide end user requests (except for reasonable testing); (g) publish benchmarks or performance information about the Developer Platform; (h) test the capabilities or security of the Developer Platform or GoTab Service or disrupt their integrity or performance; (i) use the Developer Platform for any unlawful, infringing or offensive purpose or (j) use the Developer Platform with any Add-On that constitutes spyware, adware or malicious code or send any malicious code to the Developer Platform or GoTab Service.

9 Use of Marks

a. GoTab Marks. Subject to these Terms, you may use the appropriate GoTab names, logos and other trademarks as designated in the GoTab Brand Guidelines ("GoTab Marks"), solely to promote your Add-On’s availability for use with the GoTab Service. For clarity, you may not use GoTab Marks to imply that GoTab endorses your Add-Ons or give your Add-On a name or branding that includes the word “GoTab”. Your use of GoTab Marks must comply with the GoTab Brand Guidelines and (without limiting GoTab’s other termination rights) you must promptly cease any use of GoTab Marks we identify as problematic. You receive no other rights to GoTab Marks under these Terms. All goodwill arising from use of GoTab Marks belongs to GoTab.

b. Your Marks. GoTab may (but is not obligated to) use your name, logos and other trademarks (including those related to your Add-Ons) (“Your Marks”) to identify you as a GoTab developer and to promote your Add-Ons, the Developer Platform and the GoTab Service. GoTab receives no other rights to Your Marks under these Terms. All goodwill arising from use of Your Marks belongs to you. These rights (and if applicable GoTab’s rights in Section 7.a (GoTab Rights)) are sublicensable through multiple tiers, including GoTab’s affiliates, contractors and marketing partners, and may be exercised in connection with the GoTab Service, the Developer Platform and in related marketing and promotion, in any form or media.

10 Your Responsibilities

a. Your Add-Ons and End Users. You are solely responsible, at your own expense, for your Add-Ons (including their operation and support) and your relationships and agreements with end users regarding your Add-Ons.

b. Support. You will provide end users with reasonable telephone, web-based and/or email support during normal business hours and maintain your Add-Ons in accordance with any service level agreements we might reasonably require from time to time. You will also provide GoTab with a current email address to which GoTab may direct end user inquiries about your Add-Ons and designate a support contact (name and email address) for GoTab personnel. For clarity, GoTab has no obligation to provide any end user support for Add-Ons.

c. End User Data. An end user may enable you or your Add-On to access elements of its GoTab account and/or certain of its data, content or information within the GoTab Service (collectively, “End User Data”). You may access End User Data only to the extent enabled and authorized by the end user, solely on the end user’s behalf and as necessary to provide your Add-Ons to that end user. You will ensure that all End User Data is collected, processed, transmitted, maintained and used in accordance with (i) your agreement with the end user, a legally adequate privacy policy, and appropriate notices to and consents from end users, (ii) all laws, rules, regulations or orders, including those relating to data privacy, data transfer, international communications or the export of technical or personal data (“Laws”) and (iii) industry-standard technical, administrative and physical security measures that protect the security and privacy of all End User Data and meet the Security Requirements.

d. Minimum Terms. Your agreement with end users will expressly disclaim any liability on GoTab’s part for any losses or damages suffered by end users in connection with your Add-On. Your privacy policy will clearly explain (i) what personal information your Add-On collects, (ii) how you collect and use personal information, (iii) with whom you intend to share personal information, (iv) in which country or countries personal information will be stored, (v) any other details required to be disclosed under applicable privacy Laws and (v) that you – and not GoTab – are responsible for safeguarding the personal information you collect.

e. GoTab Customer Terms. Use of the GoTab Service requires each end user to enter into GoTab Terms. You will not facilitate or encourage any end user to violate the GoTab Terms. If GoTab receives any data from you or your Add-Ons on an end user’s behalf, that data will be subject solely to the GoTab Terms with the applicable end user, and such data will no longer be subject to your own terms with the end user.

f. Fees. You may not directly or indirectly charge end users for use of, or access to, the functionality of the Developer Platform. If you charge any fees for your Add-Ons, you are solely responsible for collecting those fees. For clarity, these Terms grant you no right to distribute or resell the Developer Platform.

g. Your Representations and Warranties. You represent and warrant that (i) you have full power and authority to enter into and perform these Terms and to exploit your Add-Ons without violating any other agreement; (ii) your Add-Ons and their use will not violate any Laws or third party rights (including intellectual property rights, and rights of privacy or publicity), and you will notify GoTab if your Add-ons become subject to any claim or complaint regarding violation of Laws or third party rights; (iii) all information you provide to GoTab is and will be true, accurate and complete (and you will keep such information up-to-date). You agree not to (A) suggest any affiliation with GoTab (including that GoTab sponsors, endorses or guarantees your Add-Ons) except for the relationship expressly contemplated in these Terms and (B) make any representations, warranties or commitments on GoTab’s behalf or regarding the Developer Platform or GoTab Service.

h. Indemnification. You will indemnify, defend (at GoTab’s request) and hold harmless GoTab 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 Add-Ons, (ii) your relationships or interactions with any end users or third party distributors of your Add-Ons, or (iii) your breach or alleged breach of these Terms. GoTab 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 GoTab’s prior written consent (not to be unreasonably withheld).

11 Ownership

GoTab does not claim ownership of your Add-Ons and you reserve all rights not expressly granted in these Terms. GoTab and its licensors retain all ownership and other rights (including all intellectual property rights) in the Developer Platform. Providing feedback, comments, or suggestions about the Developer Platform (“Feedback”) to GoTab is wholly voluntary. GoTab may freely use or exploit Feedback for any purpose.

12 Support; Changes to Developer Platform

GoTab has no obligation to provide any maintenance or support for the Developer Platform (or to end users of your Add-Ons) or to fix any errors or defects. From time to time, GoTab may change the Developer Platform. Future versions of the Developer Platform may not be compatible with your Add-Ons developed using previous versions. GoTab typically makes these changes as part of its overall developer program and is unable to provide notice of the changes to developers individually. GoTab will have no liability resulting from the actions described in this Section.

13 Termination and Suspension

These Terms remain in effect until terminated.

a. By Developer. Developer may terminate these Terms at any time by ceasing all use of the Developer Platform.

b. By GoTab. GoTab may terminate or suspend these Terms or your access to the Developer Platform (in whole or in part): (i) for no reason or any reason upon seven (7) days’ notice to you and (ii) immediately if you breach any provision of these Terms, if GoTab is required to do so by Laws, if GoTab ceases offering the Developer Platform, in case of any security breach or other concern under the Security Requirements, or if GoTab otherwise determines in its discretion that such action is necessary to avoid harm, liability or reputational damage to GoTab, the Developer Platform or GoTab Service, or any end user.

c. Effect of Termination. Upon any termination, (i) your rights to use the Developer Platform and GoTab Marks will immediately terminate and you will cease all such use, (ii) you will return or destroy all Confidential Information (as requested by GoTab) and (iii) Sections 9.b (Your Marks), 10 (Your Responsibilities), 11 (Ownership) and 13 (Termination and Suspension) through 22 (General) will survive. After termination, you will have no further access to any data or content that you submitted to GoTab relating to the Developer Platform.

d. No Obligation or Liability. GoTab will have no obligation or liability resulting from termination, suspension or disablement as contemplated in Section 7.b (Removals) or this Section 13.

14 Disclaimer of Warranties

TO THE FULL EXTENT PERMITTED BY LAW, THE DEVELOPER PLATFORM IS PROVIDED “AS IS” AND “WITH ALL FAULTS” AND GOTAB 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. GOTAB MAKES NO REPRESENTATION, WARRANTY OR GUARANTEE RELATED TO AVAILABILITY, RELIABILITY, ACCURACY, COMPLETENESS, PERFORMANCE OR QUALITY OF THE DEVELOPER PLATFORM, THAT GOTAB WILL CONTINUE TO OFFER ANY DEVELOPER PLATFORM OR THAT USE OF ANY DEVELOPER PLATFORM WILL BE SECURE, TIMELY, UNINTERRUPTED, ERROR-FREE OR MEET DEVELOPER’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.

15 Limitations of Liability

TO THE FULL EXTENT PERMITTED BY LAW, IN NO EVENT WILL GOTAB BE LIABLE (i) FOR ANY LOSS OF USE, LOST DATA, FAILURE OF SECURITY MECHANISMS, INTERRUPTION OF BUSINESS, OR ANY INDIRECT, SPECIAL, INCIDENTAL OR CONSEQUENTIAL DAMAGES OF ANY KIND (INCLUDING LOST PROFITS OR LOST DATA), EVEN IF INFORMED OF THE POSSIBILITY OF SUCH DAMAGES IN ADVANCE OR (ii) IN ANY EVENT, FOR ANY DAMAGES OR LIABILITIES EXCEEDING ONE HUNDRED NEW ZEALAND DOLLARS ($100). NOTWITHSTANDING ANYTHING TO THE CONTRARY, GOTAB HAS NO WARRANTY, INDEMNIFICATION OR OTHER OBLIGATION OR LIABILITY WITH RESPECT TO YOUR ADD-ONS OR THEIR COMBINATION, INTERACTION OR USE WITH ANY DEVELOPER PLATFORM OR GOTAB SERVICE. You acknowledge and agree that this Section 15 reflects a reasonable allocation of risk and will apply regardless of the form of action, whether in contract, tort (including negligence), strict liability or otherwise, and that GoTab would not enter into these Terms without these liability limitations. This Section will survive notwithstanding any limited remedy’s failure of essential purpose.

16 GoTab Confidential Information

Any non-public elements of the Developer Platform and any other information disclosed by GoTab that is marked as confidential or proprietary or that should reasonably be understood to be confidential or proprietary from the circumstances of disclosure is “Confidential Information”. Confidential Information does not include any information that: (a) is or becomes generally known to the public; (b) was known to you before its disclosure by GoTab; or (c) is received from a third party, in each case without breach of an obligation owed to GoTab or anyone else. You will (i) maintain Confidential Information in confidence (using at least the same measures as for your own confidential information, and no less than reasonable care) and not divulge it to any third party and (ii) only use Confidential Information to fulfill your obligations under these Terms. If you are compelled by law to disclose Confidential Information, you must provide GoTab with prior notice of such compelled disclosure (to the extent legally permitted) and reasonable assistance if GoTab wishes to contest the disclosure. In the event of actual or threatened breach of this Section 16, GoTab will have the right, in addition to any other remedies available to it, to seek injunctive relief to protect its Confidential Information, it being specifically acknowledged by the parties that other available remedies may be inadequate.

17 Independent Development; Information You Provide Not Confidential

GoTab develops its own products and services and works with many other GoTabors and developers, and either GoTab or these third parties could in the future develop (or already have developed) products similar to yours. You should not provide to GoTab any information that you consider confidential and you agree that GoTab is not subject to any confidentiality obligations or use restrictions related to information that you may provide to GoTab. You expressly agree that nothing in these Terms limits GoTab’s right to develop, or have developed, products, concepts, systems or techniques that are similar to or compete with any of your Add-Ons or anything contemplated by or embodied in information you disclose to GoTab. For clarity, however, this Section in itself does not grant GoTab any license under your intellectual property rights.

18 Usage Data

In addition to GoTab’s other rights, GoTab may collect certain data and information regarding your use of the Developer Platform, including data about your data pulls or requests, your Add-Ons, and the end user accounts that you access (“Usage Data”). We may use and exploit Usage Data for any purpose in connection with operating, improving and supporting the Developer Platform.

19 Changes to Terms

GoTab may modify these Terms from time to time. GoTab will use reasonable efforts to notify you of modifications as provided in Section 20 (Notices). You may be required to click through the modified Terms to show your acceptance and in any event your continued use of the Developer Platform after the modification constitutes your acceptance to the modifications. If you do not agree to the modified Terms, your sole remedy is to terminate your use of the Developer Platform as described in Section 13 (Termination and Suspension).

20 Notices

GoTab may provide you with notices and communications at your email, phone number or physical address on file, through our website, or other reasonable means. Any notices or communications to GoTab must be sent to [email protected].

21 Export

The Developer Platform may be subject to export restrictions by the United States government and import restrictions by certain foreign governments, and you agree to comply with all applicable export and import laws and regulations in your use of the Developer Platform. You represent and warrant that you are not located in a country subject to a U.S. Government embargo, or that has been designated by the U.S. Government as a “terrorist supporting” country, and that you are not listed on any U.S. Government list of prohibited or restricted parties.

You may not use or otherwise export or re-export the Web App or elements thereof except as authorized by United States law and the laws of the jurisdiction in which the Web App was accessed or obtained. The Web App and related documentation are “Commercial Items,” as that term is defined at 48 C.F.R. §2.101, consisting of “Commercial Computer Software” and “Commercial Computer Software Documentation,” as such terms are used in 48 C.F.R. §12.212 or 48 C.F.R. §227.7202, as applicable. The Commercial Computer Software and Commercial Computer Software Documentation are being licensed to any U.S. Government end users (a) only as Commercial Items and (b) with only those rights as are granted to all other end users pursuant to the terms and conditions herein.

22 General

These Terms are the parties’ entire agreement and supersede any prior or contemporaneous agreements relating to its subject matter. Except as set forth in Section 18 (Changes to Terms), will not be changed, modified, or amended except by a writing executed by both parties or if you electronically accept a subsequent agreement or amendment delivered by GoTab via a click-to accept mechanism. The words “including” and similar terms are to be construed without limitation. Failure to enforce any provision is not a waiver and all waivers must be in writing. If any provision is found to be unenforceable it (and related provisions) will be interpreted to best accomplish its intended purpose. Developer may not assign, transfer or delegate any right or obligations under these Terms and any non-permitted assignment is void. GoTab may assign these Terms and its rights and obligations to any of its affiliates or in connection with a merger, reorganization, acquisition or other transfer of all or substantially all of its assets or voting securities to which these Terms relate. The parties are independent contractors and these Terms do not create any agency, partnership, or joint venture.

23 Miscellaneous.

The laws of the State of Virginia, excluding its conflicts of law rules, govern this this license and your use of the Web App and Developer Platform. The exclusive jurisdiction and venue of any action arising out of or related to this Agreement will be either the state or federal courts in Virginia, and the parties agree and submit to the personal and exclusive jurisdiction and venue of these courts. Your use of the Web App and Developer Platform may also be subject to other local, state, national, or international laws. This Agreement constitutes the entire agreement between us regarding the Developer Platform. The section titles in this Agreement are for convenience only and have no legal or contractual effect. This Agreement operates to the fullest extent permissible by law. You may not transfer or assign this Agreement or any of its rights or obligations hereunder without our prior written consent, and any attempt to do so shall be null and void. If any provision of this Agreement is unlawful, void or unenforceable, that provision is deemed severable from this Agreement and does not affect the validity and enforceability of any remaining provisions.