Developer Terms of Service

These IBA Developer Terms of Service (“Developer Terms”) are a legal agreement between you ("Partner", “you,” “your”) and IBA Group, a.s. (“IBA,” “we,” “our” or “us”) governing your use of IBA’s tapXphone mobile application, software development kit files (SDKs), tools, programs and utilities, as well as any plug-in or other application programming interfaces (“APIs”), sample code (including runtimes and libraries) and related documentation (collectively the “Developer Tools”). By using the Developer Tools, and related materials made available to you, you agree to be bound by these Developer Terms and any documentation and guidelines accompanying the Developer Tools, the IBA's Acceptable Use Policy ("AUP"), the Privacy Notice, and all other terms, policies, and guidelines applicable to your use of Developer Tools.

1. Account Registration

Provide accurate personal information during registration and keep the information current. We can suspend or terminate your account if you provide incomplete or false information.

You are responsible for all activity on your account.

You must open an account with us (a “tapXphone Account”) to use the “Developer Tools”. During registration we will ask you for information, which may include but is not limited to, Partner's business name and other information. Partner must provide accurate and complete information in response to our questions, and must keep that information current. You are fully responsible for all activity that occurs under your tapXphone Account, including for any actions taken by persons to whom you have granted access to the tapXphone Account. We reserve the right to change the account type, suspend or terminate the tapXphone Account of anyone who provides inaccurate, untrue, or incomplete information, or who fails to comply with the account registration or use requirements.

2. Your access to and use of tapXphone Developer Tools and Content

Use our Developer tools and services only as in these terms and in our documentation. You are responsible for how you use our services. We can change or stop offering these services at any time.

1. You may use the Developer Tools to access information created or retained in a tapXphone Account (“Content”) and use tapXphone mobile application in connection with the applications, websites, products or services you operate and offer that interact with Developer Tools (“Your Service”). You are solely responsible for, and IBA disclaims all liability for, Your Service.

2. Your use of the Developer Tools and Content are subject to certain limitations on access, calls and use as set forth in these Developer Terms, in the IBA documentation accompanying such Developer Tools, or as otherwise provided to you by IBA. If IBA assigns you developer credentials or client IDs, you must use them with applicable Developer Tools. You will not misrepresent or mask either your identity or Your Service’s identity when using the Developer Tools or developer accounts. If IBA believes that you have attempted to exceed or circumvent these limitations, your ability to use the Developer Tools and Content may be temporarily or permanently blocked.

3. IBA may update the Developer Tools at any time, and may discontinue support for previous versions of the Developer Tools at IBA’s sole discretion. IBA will make reasonable efforts to notify you when a version of the Developer Tools will no longer be supported.

4. You will use the Developer Tools and operate Your Services which access the Developer Tools only as permitted by law (including without limitation, laws regarding the import or export of data or software, privacy, or data-security as applicable). You will not use the Developer Tools to encourage or promote illegal activity. You will only access the applicable Developer Tools following the implementation instructions and other requirements specified in the documentation for such Developer Tools, or as otherwise provided by IBA from time to time.

5. You are fully responsible for the security of data on your side and the data processed via Your Services.

6. You provide IBA with a paid-up, royalty-free, revocable, worldwide, non-exclusive, non-transferable license to use Your Services for testing, review or other related purposes to ensure that Your Services comply with these Developer Terms. You may revoke this license at any time by providing written notice to us. If you revoke this license, your access to the Developer Tools and Content will immediately terminate.

7. You, together with an acquiring service provider that approved the provision of Your Services independently provide consultations, service, technical or any other support to third-parties (including merchants) related to the functioning of the tapXphone mobile application or the provision of services by You (or the acquiring service provider) to third-parties (including merchants).

3. Developer Tools Access Prohibitions

Don’t modify, decompile, resell or sublicense our developer tools or content, and don’t create a service that does the same thing that we do.

You shall not, and shall not permit any authorized users to, use the Developer Tools and Content for any purposes beyond the scope of the access granted in these Developer Terms and the terms of any invoice provided by IBA. You shall not at any time, directly or indirectly, and shall not permit any authorized users to: (i) copy, modify Developer Tools, in whole or in part, or create derivative work thereof; (ii) rent, lease, lend, sell, license, sublicense, assign, distribute, publish, transfer, or otherwise make available the Developer Tools and Content except as expressly permitted under these Developer Terms; (iii) reverse engineer, disassemble, decompile, decode, adapt, or otherwise attempt to derive or gain access to any software component of the Developer Tools, in whole or in part; (iv) use the Developer Tools in order to build a competitive product or service; (v) copy any features, functions or graphics of the Developer Tools; (vi) use the Developer Tools to store or transmit infringing, libelous, or otherwise unlawful or tortious material, or to store or transmit material in violation of third-party privacy rights; (vii) remove any proprietary notices from the Developer Tools and Content; or (viii) use the Developer Tools and Content in any manner or for any purpose that infringes, misappropriates, or otherwise violates any intellectual property right or other right of any person, or that violates any applicable law, regulation, or rule. If the restriction set forth in clause (iii) above is prohibited by applicable law, you shall provide IBA with detailed prior written notice of any such intention to reverse engineer the Developer Tools and shall provide IBA with a right of first refusal to perform such work at rates equal to those proposed by a recognized third-party software services provider for such work.

4. Paid Developer Tools

Lots of what we offer is free, but we offer paid tapXphone test API as part of Developer Tools too.

This clause applies to you if you use IBA's tapXphone test API more than two months from the date of account registration, unless you are an existing IBA client, under another signed agreement for the use of paid tapXphone Software/Solutions, in which case IBA’s Developer Tools are provided free of charge.

IBA’s Developer Tools include both paid-for Tools (“Paid Tools”) and free Tools, for which no fees are charged (“Free Tools”).

IBA offers certain Paid Tools to be paid for on a recurring basis (“Subscription Tools”). Subscription Tools may subject you to recurring fees and/or terms. By signing up for a Subscription Tools for a defined term ("Subscription Term"), including after any free trial period, you agree to pay us the subscription fee (“Subscription Fee”) and any applicable Taxes (as defined below).

You shall pay IBA the Subscription Fee as described in the applicable invoice on the dates indicated therein. Monthly Subscription Fee is 200 (two hundred) EUR. You shall make payment hereunder in EUR for the entire Subscription Term in advance. Subscription Fee and other amounts payable by You under these Developer Terms are exclusive of taxes and similar assessments. You are responsible for all sales, use, and excise taxes, and any other similar taxes, duties, and charges of any kind imposed by any federal, state, or local governmental or regulatory authority on any amounts payable by You hereunder, other than any taxes imposed on IBA's income.

5. Confidentiality

CONFIDENTIALITY OBLIGATIONS

You acknowledge that all Developer Tools and related materials provided by IBA are considered confidential information. You agree to: (i) keep the Developer Tools and related materials confidential; (ii) use the Developer Tools and related materials solely for the purpose of developing and operating applications, websites, products, or services that interact with the Developer Tools; and (iii) not disclose any part of the Developer Tools or related materials to any third party without IBA’s prior written consent. You shall take all reasonable measures to protect the confidentiality of the Developer Tools and related materials, using at least the same level of care that you use to protect your own confidential information of a similar nature, but in no event less than a reasonable standard of care.

EFFECTIVE TERM OF OBLIGATIONS

Your obligations under this Confidentiality chapter will commence upon your acceptance of these Developer Terms and will continue until the earlier of: (i) the date that such confidential information becomes publicly known and made generally available through no action or inaction by you, or (ii) three years after the termination of your tapXphone Account or any related agreement with IBA.

REMEDIES

You acknowledge that any breach of your confidentiality obligations may cause irreparable harm to IBA, for which monetary damages would be inadequate. In the event of such a breach or threatened breach, IBA shall be entitled to seek equitable relief, including injunctive relief and specific performance, in addition to any other legal or equitable remedies. You agree to indemnify and hold IBA harmless from and against any loss, cost, damage, or expense (including reasonable attorneys' fees) arising out of or in connection with any breach of this Confidentiality chapter.

6. Submission of Content

We have broad license rights over content you submit or display through our service. We will only use your content to provide our services and as allowed under our privacy notice. You agree that you have the rights needed to license us content you submit through our services.

Certain Developer Tools allow for the submission of Content, and except as expressly provided in these terms, IBA does not acquire any ownership of any intellectual property rights that you or the tapXphone Merchants hold in the Content that you submit using the Developer Tools. By submitting, posting or displaying content to or from the Developer Tools through Your Service, you give IBA a perpetual, irrevocable, worldwide, royalty-free, and non-exclusive license to reproduce, adapt, modify, translate, publish, publicly perform, publicly display and distribute such Content. However, IBA will only use such Content for the purpose of enabling IBA to provide its services, the Developer Tools and only in accordance with the Privacy Notice and other applicable policies. You represent that, before you submit content via the Developer Tools and Your Service, you have the necessary rights (including any necessary rights from tapXphone Merchants) to grant us aforementioned the license.

7. Ownership. Feedback

We own all rights in our tools, marks, content and services. You retain rights to your apps, websites, products or services that interact with our services.

We can freely use any feedback you give us at no charge.

As between you and us, (a) we own all right, title, and interest, including all intellectual property rights, in and to the Developer Tools; and (b) you own all right, title, and interest, including all intellectual property rights, in and to Your Service and Content. If you or any of your employees, contractors, or agents sends or transmits any communications or materials to us by mail, email, telephone, or otherwise, suggesting or recommending changes to the Developer Tools, including without limitation, new features or functionality relating thereto, or any comments, questions, suggestions, or the like ("Feedback"), we are free to use such Feedback irrespective of any other obligation or limitation between you and us governing such Feedback. All Feedback is and will be treated by us as non-confidential. You hereby assign to us on your behalf, and shall cause your employees, contractors, and agents to assign, all right, title, and interest in, and we are free to use, without any attribution or compensation to you or any third party, any ideas, know-how, concepts, techniques, or other intellectual property rights contained in the Feedback, for any purpose whatsoever, although we are not required to use any Feedback

8. Termination

We can terminate or refuse your access to the tools at any time, for any reason. We can also change or discontinue a certain tool or feature at any time. You can terminate these developer terms by deactivating your account at any time.

We may terminate these Developer Terms, suspend or terminate your tapXphone Account at any time for any reason. We may add or remove, suspend, stop, delete, discontinue or impose conditions on the Developer Tools or any feature or aspect of the Developer Tools. We will take reasonable steps to notify you of termination by email or at the next time you attempt to access your tapXphone Account or the Developer Tools.

If these Developer Terms or your tapXphone account is terminated or suspended for any reason or no reason: (a) the license and any other rights granted under these Developer Terms and any other applicable terms will end, (b) we may (but have no obligation to) delete your information and account data stored on our servers, and (c) IBA shall not be liable to you or any third party for compensation, reimbursement, or damages for any termination or suspension of your Developer Tools, or for deletion of your information or account data.

If your tapXphone account is terminated or suspended, you agree to: a) continue to be bound by these Developer Terms in accordance with Clause 16 hereof (Survival), b) immediately stop using the Developer Tools; c) immediately stop accessing all tapXphone Merchants Content; and d) delete all tapXphone Merchants Content from your systems. You further agree that IBA has the right to audit your deletion of all tapXphone Merchants Content, including after your tapXphone account has been terminated.

9. No Warranties

While we do our best to bring great products and services to our customers, we provide them as-is, without warranties. We are not responsible for any goods and services that you might buy or sell using IBA’s services.

DEVELOPER TOOLS ARE PROVIDED “AS IS” WITHOUT REPRESENTATION OR WARRANTY, WHETHER IT IS EXPRESS, IMPLIED, OR STATUTORY. WITHOUT LIMITING THE FOREGOING, IBA SPECIFICALLY DISCLAIMS ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR NON-INFRINGEMENT.

IBA DOES NOT WARRANT OR GUARANTEE THAT THE DEVELOPER TOOLS ARE ACCURATE, RELIABLE OR CORRECT; THAT THE DEVELOPER TOOLS WILL MEET YOUR REQUIREMENTS; THAT THE DEVELOPER TOOLS WILL BE AVAILABLE AT ANY PARTICULAR TIME OR LOCATION, UNINTERRUPTED, ERROR-FREE, WITHOUT DEFECT OR SECURE; THAT ANY DEFECTS OR ERRORS WILL BE CORRECTED; OR THAT THE DEVELOPER TOOLS ARE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS. ANY CONTENT OR DATA DOWNLOADED OR OTHERWISE OBTAINED THROUGH THE USE OF THE DEVELOPER TOOLS ARE DOWNLOADED AT YOUR OWN RISK AND YOU WILL BE SOLELY RESPONSIBLE FOR ANY DAMAGE TO YOUR PROPERTY OR LOSS OF DATA THAT RESULTS FROM SUCH DOWNLOAD.

IBA does not warrant, endorse, guarantee, or assume responsibility for any product or services advertised or offered by a third party. IBA does not have control of, or liability for, goods or services that are paid for using the Developer Tools.

10. Limitation of Liability

As described below, if something bad happens because of your use of our services, our liability is capped.

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT SHALL IBA BE LIABLE FOR ANY DIRECT, INDIRECT, PUNITIVE, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR EXEMPLARY DAMAGES, INCLUDING WITHOUT LIMITATION DAMAGES FOR LOSS OF PROFITS, GOODWILL, USE, DATA, OR OTHER TANGIBLE OR INTANGIBLE LOSSES, THAT RESULT FROM THE USE OF, INABILITY TO USE, OR UNAVAILABILITY OF THE DEVELOPER TOOLS. IN ALL CASES, IBA WILL NOT BE LIABLE FOR ANY LOSS OR DAMAGE THAT IS NOT REASONABLY FORESEEABLE.

UNDER NO CIRCUMSTANCES WILL IBA BE RESPONSIBLE FOR ANY DAMAGE, LOSS, OR INJURY RESULTING FROM HACKING, TAMPERING, OR OTHER UNAUTHORIZED ACCESS OR USE OF THE DEVELOPER TOOLS OR YOUR TAPXPHONE ACCOUNT, OR THE INFORMATION CONTAINED THEREIN.

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IBA ASSUMES NO LIABILITY OR RESPONSIBILITY FOR ANY (I) ERRORS, MISTAKES, OR INACCURACIES OF THE DEVELOPER TOOLS OR CONTENT; (II) PERSONAL INJURY OR PROPERTY DAMAGE, OF ANY NATURE WHATSOEVER, RESULTING FROM YOUR ACCESS TO OR USE OF THE DEVELOPER TOOLS; (III) ANY UNAUTHORIZED ACCESS TO OR USE OF OUR SECURE SERVERS AND/OR ANY AND ALL PERSONAL INFORMATION STORED THEREIN; (IV) ANY INTERRUPTION OR CESSATION OF TRANSMISSION TO OR FROM THE DEVELOPER TOOLS; (V) ANY BUGS, VIRUSES, TROJAN HORSES, OR THE LIKE THAT MAY BE TRANSMITTED TO OR THROUGH THE DEVELOPER TOOLS BY ANY THIRD PARTY; (VI) ANY ERRORS OR OMISSIONS IN ANY CONTENT OR DATA OR FOR ANY LOSS OR DAMAGE INCURRED AS A RESULT OF THE USE OF ANY CONTENT OR DATA POSTED, EMAILED, TRANSMITTED, OR OTHERWISE MADE AVAILABLE THROUGH THE DEVELOPER TOOLS; AND/OR (VII) YOUR SERVICES.

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, THE TOTAL LIABILITY OF IBA IS LIMITED TO THE GREATER OF (A) THE AMOUNT OF FEES EARNED BY US IN CONNECTION WITH YOUR USE OF THE SERVICES DURING THE THREE (3) MONTH PERIOD IMMEDIATELY PRECEEDING THE EVENT GIVING RISE TO THE CLAIM FOR LIABILITY OR (B) $100.

THIS LIMITATION OF LIABILITY SECTION APPLIES WHETHER THE ALLEGED LIABILITY IS BASED ON CONTRACT, TORT, NEGLIGENCE, STRICT LIABILITY, OR ANY OTHER BASIS, EVEN IF IBA HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGE. THE FOREGOING LIMITATION OF LIABILITY SHALL APPLY TO THE FULLEST EXTENT PERMITTED BY LAW IN THE APPLICABLE JURISDICTION.

11. Indemnity

If you do something that gets us sued or fined, you agree to cover our losses and damages.

You will indemnify, defend, and hold us, our contractors, suppliers, providers and our respective employees, directors, agents, affiliates and representatives harmless from and against any and all claims, costs, losses, damages, judgments, tax assessments, penalties, interest, and expenses (including without limitation reasonable attorneys’ fees) arising out of any claim, action, audit, investigation, inquiry, or other proceeding instituted by a person or entity that arises out of or relates to: (a) any actual or alleged breach of your representations, warranties, or obligations set forth in these Developer Terms, including without limitation any violation of our policies; (b) your wrongful or improper use of the Developer Tools or Content; (c) your violation of any third-party right, including without limitation any right of privacy, publicity rights or Intellectual Property Rights; (d) your violation of any law, rule or regulation of the Czech Republic or any other country; or (e) any other party’s access and/or use of the Developer Tools with your unique name, password or other appropriate security code.

12. Modification of Terms

We may make updates to our terms or service at any time. By continuing to use our services after these updates, you will be agreeing to the revised terms.

We may amend these Developer Terms and the documentation and guidelines accompanying the applicable Developer Tools, at any time with notice that we deem to be reasonable in the circumstances, by posting the revised version on our website or communicating it to you through your tapXphone account (each a “Revised Version”). The Revised Version will be effective as of the time it is posted, but will not apply retroactively. Your continued use of and access to the Developer Tools after the posting of a Revised Version constitutes your acceptance of such Revised Version.

13. Governing Law and Jurisdiction.

These Developer Terms is governed by and construed in accordance with the laws of the Czech Republic without giving effect to any choice or conflict of law provision or rule that would require or permit the application of the laws of any jurisdiction other than those of the Czech Republic. Any legal suit, action, or proceeding arising out of or related to these Developer Terms or the rights granted hereunder will be instituted exclusively in the courts of the Czech Republic, and each party irrevocably submits to the exclusive jurisdiction of such courts in any such suit, action, or proceeding.

14. Assignment

You may not transfer any rights you have under our terms of service to anyone else.

These Developer Terms and any rights and licenses granted hereunder, may not be transferred or assigned by you and any attempted transfer or assignment will be null and void.

15. Publicity

Unless you request in writing, which may be via e-mail, to be added to the IBA unauthorized logos list, you agree to be identified as a customer or partner of IBA and agree that IBA may refer to you by name, trade name and/or trademark, if applicable, and may briefly describe your business in IBA’s marketing materials and on IBA’s websites. You hereby grant IBA a license to use your name and any of your trade names and trademarks solely in connection with the rights granted to IBA pursuant to this Section 14. You also grant IBA the right to add your name and company logo to our customer or partner list and website.

16. Other Provisions

These Developer Terms and any other applicable terms or policies, are a complete statement of the agreement between you and IBA regarding the Developer Tools. If any provision of these Developer Terms is invalid or unenforceable under applicable law, then it will be changed and interpreted to accomplish the objectives of such provision to the greatest extent possible under applicable law, and the remaining provisions will continue in full force and effect. These Developer Terms do not limit any rights that IBA may have under trade secret, copyright, patent, or other laws. No waiver of any term of these Developer Terms shall be deemed a further or continuing waiver of such term or any other term.

17. Survival

Some terms of our agreement will still apply even after our relationship ends.

The following sections of these Developer Terms survive and remain in effect in accordance with their terms upon termination of this Agreement: 5 (Ownership. Feedback), 6 (Termination), 7 (No Warranties), 7 (Limitation of Liability), 9 (Indemnity), 11 (Governing Law), 12 (Assignment) and 14 (Other Provisions).