These Terms govern your access and use of Hyperwallet APIs, developer services, user services, associated software, and associated documentation (collectively, the “Program Portal”). The Program Portal is provided to you by Hyperwallet, through its parents, subsidiaries and affiliates, including PayPal, Inc. and Hyperwallet Systems Inc. In these terms, the terms “we,” “us,” or “our” refer to Hyperwallet. The terms “you,” or “your” refer to you, or, if you are accessing the Program Portal on behalf of the business, the entity that you represent.
Nature of Agreement. By accessing or using our Program Portal, you are agreeing to the terms below. If there is a conflict between these terms and additional terms applicable to a given functionality, the additional terms will control for that conflict. Collectively, we refer to the terms below, any additional terms, terms within the accompanying documentation, and any applicable policies and guidelines as the “Terms.” You agree to comply with the Terms and that the Terms control your relationship with us. So please read all the Terms carefully. If you use the Program Portal as an interface to, or in conjunction with other Hyperwallet products or services, then the terms for those other products or services also apply.
Modification. We may in our discretion make any change to these Terms without notice to you. You are responsible for reviewing the revised Terms and/or any applicable postings. CONTINUED USE OF THE PROGRAM PORTAL AFTER SUCH CHANGES OR POSTINGS WILL CONSTITUTE YOUR ACCEPTANCE OF THE CHANGES OR POSTINGS. Your continued use of the Program Portal and its features constitutes your acceptance of the modified Terms. We may change the features or functionality for the Program Portal, or any aspect of the services, in any way at any time for any reason. If you do not agree to the modified Terms for the Program Portal, you should discontinue your use the Program Portal.
Copyright and Other Intellectual Property Rights. Our Program Portal and relevant documentations may contain copyrighted material, trade-marks and other proprietary and in some circumstances confidential information of Hyperwallet and/or third parties and its licensors (collectively “Proprietary Material“), which may include, but shall not be limited to: text, software, photos, video, graphics, images, music, software and sound. All Proprietary Material is owned by Hyperwallet and its licensors and is protected by applicable intellectual property rights including copyright, patent and trade-mark legislation and treaties. You agree not to modify, publish, copy, transmit, register or claim title to, participate in the transfer or sale of create derivative works of, or in any way exploit, in whole or in part, any Proprietary Material except for copying that occurs in the ordinary course of browsing the internet and personal copies of Program Portal information that you make for your personal use including for your own records. You agree to respect any copyright, trade-mark, patent and other proprietary rights contained in any Proprietary Material.
You are responsible for maintaining the confidentiality of your account and password and for restricting access to your computer. We may provide the ability for you to grant additional users access to your account under separate user names and passwords. You agree that you are responsible for all activities that occur under your account or password, including all activities that occur under any user name you grant access to your account. You will ensure that all users granted access to your account comply with these Terms and any nondisclosure agreement you enter into with us. If you make changes to your settings or user permissions, it may take some time for our system to process the change and you acknowledge that those changes may not take effect immediately.
User Conduct. As a condition of your use of the Program Portal, you agree that you will not:
- Sublicense the Program Portal for use by a third party. Consequently, you will not create a website or application that functions substantially the same as the Program Portal and offer it for use by third parties.
- Perform an action with the intent of introducing to Hyperwallet products and services any viruses, worms, defects, Trojan horses, malware, or any items of a destructive nature.
- Defame, abuse, harass, stalk, or threaten others.
- Interfere with or disrupt the Program Portal or the servers or networks providing the Program Portal.
- Reverse engineer or attempt to extract the source code from any software, except to the extent that this restriction is expressly prohibited by applicable law.
- Remove, obscure, or alter any Hyperwallet terms of service or any links to or notices of those terms.
Communication and Monitoring. We may send you certain communications in connection with your use of the Program Portal and other Hyperwallet related products or services. You acknowledge that we will communicate with you primarily via electronically. You agree that all agreements, notices, disclosures and any other communications that we provide to you electronically satisfy any legal requirements that such communications be in writing. To the maximum extent permitted by applicable law, Hyperwallet may monitor any electronic communications you make and may disclose such information in the event it has a good faith reason to believe it is necessary for purposes of ensuring your compliance with this Agreement, and protecting the rights, property, and interests of Hyperwallet or any third party.
If you provide feedback or suggestions about our Program Portal, then we (and those we allow) may use such information without obligation to you
The Program Portal is designed to help you enhance your websites and applications. You agree that Hyperwallet may monitor use of the Program Portal to ensure quality, improve Hyperwallet products and services, and verify your compliance with the terms. This monitoring may include Hyperwallet accessing and using your websites and/or applications that were enhanced by our API’s, for example to identify security issues that could affect Hyperwallet or its users. Hyperwallet may suspend access any and all of Program Portal features or services without notice if we reasonably believe that you are in violation of the Terms.
Unless expressly permitted by the content owner or by applicable law, you will not, and will not permit your end users or others acting on your behalf to, do the following with content returned from the Program Portal:
- Scrape, build databases, or otherwise create permanent copies of such content, or keep cached copies longer than permitted by the cache header;
- Copy, translate, modify, create a derivative work of, sell, lease, lend, convey, distribute, publicly display, or sublicense to any third party;
- Misrepresent the source or ownership; or
- Remove, obscure, or alter any copyright, trademark, or other proprietary rights notices; or falsify or delete any author attributions, legal notices, or other labels of the origin or source of material.
No Warranties. HYPERWALLET PROVIDES THE PROGRAM PORTAL “AS IS,” YOU EXPRESSLY AGREE THAT USE OF THE PROGRAM PORTALAT YOUR SOLE RISK. TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, HYPERWALLET MAKES NO REPRESENTATIONS, WARRANTIES OR CONDITIONS, EXPRESS OR IMPLIED, AS TO THE CONTENT ACCESSED THROUGH THE PROGRAM PORTAL
HYPERWALLET DISCLAIMS ANY AND ALL WARRANTIES OR CONDITIONS, EXPRESS, STATUTORY AND IMPLIED, INCLUDING WITHOUT LIMITATION (1) WARRANTIES OR CONDITIONS OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, WORKMANLIKE EFFORT, ACCURACY, TITLE, QUIET ENJOYMENT, NO ENCUMBRANCES, NO LIENS AND NON-INFRINGEMENT, (2) WARRANTIES OR CONDITIONS ARISING THROUGH COURSE OF DEALING OR USAGE OF TRADE, AND (3) WARRANTIES OR CONDITIONS THAT ACCESS TO OR USE OF THE PROGRAM PORTAL WILL BE UNINTERRUPTED OR ERROR-FREE. HYPERWALLET DOES NOT WARRANT THAT THE PROGRAM PORTAL IS ERROR-FREE, WILL OPERATE WITHOUT INTERRUPTIONS OR DOWNTIME, OR IS FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS.
Limitation of Liability. IN NO EVENT WILL HYPERWALLET BE LIABLE FOR ANY DAMAGES, INCLUDING WITHOUT LIMITATION ANY DIRECT, INDIRECT, CONSEQUENTIAL, SPECIAL, INCIDENTAL, OR PUNITIVE DAMAGES ARISING OUT OF, BASED ON, OR RESULTING FROM THESE TERMS OR YOUR USE OF THE PROGRAM PORTAL, EVEN IF HYPERWALLET HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. THESE LIMITATIONS AND EXCLUSIONS APPLY WITHOUT REGARD TO WHETHER THE DAMAGES ARISE FROM (1) BREACH OF CONTRACT, (2) BREACH OF WARRANTY, (3) NEGLIGENCE, OR (4) ANY OTHER CAUSE OF ACTION, TO THE EXTENT SUCH EXCLUSION AND LIMITATIONS ARE NOT PROHIBITED BY APPLICABLE LAW. WITHOUT LIMITING THE GENERALITY OF THE PRECEDING SECTIONS, YOU ACKNOWLEDGE AND AGREE THAT HYPERWALLET IS NOT RESPONSIBLE OR LIABLE FOR (1) ANY CONTENT; (2) ANY THIRD PARTY CONDUCT, TRANSMISSIONS OR DATA; (3) ANY VIRUSES OR OTHER DISABLING FEATURES THAT AFFECT YOUR ACCESS TO OR USE OF THE PROGRAM PORTAL; (4) ANY INCOMPATIBILITY BETWEEN THE PROGRAM PORTAL, AND RELATED SERVICES, SOFTWARE AND HARDWARE; OR (5) ANY DELAYS OR FAILURES YOU MAY EXPERIENCE IN INITIATING, CONDUCTING OR COMPLETING ANY TRANSMISSIONS OR TRANSACTIONS IN CONNECTION WITH THE PROGRAM PORTAL. THE LIMITATIONS, EXCLUSIONS AND DISCLAIMERS IN THESE TERMS APPLY TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW.
Indemnification. You release us and will indemnify, defend and hold harmless Hyperwallet and its affiliates, and their respective officers, directors, employees, and agents against any claim, loss, damage, settlement, cost, expense or other liability (including, without limitation, attorneys’ fees) arising from or related to (a) your breach of any representation or warranty or other obligation contained in this Agreement; or (b) any Submission (together, “Claims”). You will use counsel reasonably satisfactory to us to defend each Claim. If at any time we reasonably determine that any Claim might adversely affect us, we may take control of the defense at our expense. You may not consent to the entry of any judgment or enter into any settlement without our prior written consent, which may not be unreasonably withheld.
Termination. You may stop using our Program Portal at any time with or without notice. Further, if you want to terminate the Terms, you must provide Hyperwallet with prior written notice and upon termination, cease your use of the Program Portal. Hyperwallet reserves the right to terminate the Terms with you or discontinue the Program Portal or any portion or feature or your access thereto for any reason and at any time without liability or other obligation to you.
Upon any termination of the Terms or discontinuation of your access to the Program Portal, you will immediately stop using the Program Portal and delete any cached or stored content that was permitted by the cache header under Section 7. Hyperwallet may independently communicate with any account owner whose account(s) are associated with your website and/or application and developer credentials to provide notice of the termination of your right to use the Program Portal.
Choice of Law. The laws of the State of California govern these Terms and any dispute or claims for enforcement, breach or violation of duties or rights under these Terms, without reference to conflict of laws principles. You hereby irrevocably consent to the exclusive jurisdiction and venue of state or federal courts in San Francisco County, California, USA in all disputes arising out of or relating to the use of the Program Portal or these Terms.
Miscellaneous. If any part of these Terms are determined to be invalid or unenforceable pursuant to applicable law, then the invalid or unenforceable provision will be deemed superseded by a valid, enforceable provision that most closely matches the intent of the original provision and the remainder of these Terms will continue in effect. Hyperwallet may assign these Terms, in whole or in part, at any time without notice to you. You may not assign these Terms, or assign, transfer or sublicense your rights, if any, in the Program Portal. The section titles are solely used for the convenience of the parties and have no legal or contractual significance.