Thank you for using Nvoicepay, Inc.'s ("us", "we", or "Nvoicepay") Customer API ("API"). By accessing or using our API, including using it in association with or within a software application, website, tool, service, or product that you create or offer to Customers (your "Application"), you are agreeing to these Terms of Service ("Terms") and to comply with any accompanying documentation that applies to your use of our API.
You, the end user of the API, hereby represent and warrant to us that you have the authority to accept these API Terms on behalf of, and to bind, yourself, a corporation and/or company, and/or other entity, as applicable ("you", "your", or "yourself").
We may change, amend or terminate these API Terms at any time. Your use of our API after any change or amendment means you agree to the new API Terms. If you do not agree to the new API Terms, or if we terminate these API Terms, you must stop using our API.
You may not use the API and may not accept the Terms if (a) you are not of legal age to form a binding contract with Nvoicepay, or (b) you are a person barred from using or receiving the 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 API.
If you are using the API on behalf of an entity, you represent and warrant that you have authority to bind that entity to the Terms and by accepting the Terms, you are doing so on behalf of that entity (and all references to "you" in the Terms refer to that entity).
In order to access the APIs you may be required to provide certain information (such as identification or contact details) as part of the registration process for the API, or as part of your continued use of the API. Any registration information you give to Nvoicepay will always be accurate and up to date and you'll inform us promptly of any updates.
You will require your end users to comply with (and not knowingly enable them to violate) applicable law, regulation, and the Terms.
You will comply with all applicable law, regulation, and third-party rights (including without limitation laws regarding the import or export of data or software, privacy, and local laws). You will not use the API to encourage or promote illegal activity or violation of third-party rights. You will not violate any other terms of service with Nvoicepay (or its parent company Fleetcor and its subsidiaries).
(i) Subject to your compliance with all of the terms and conditions of these Terms, Nvoicepay permits you to use the API for the limited purpose of developing your Application in order to interface with and interoperate with Nvoicepay’s payment platform, but for no other purposes or use whatsoever.
(ii) You will only access (or attempt to access) an API by the means described in the documentation of that API. You will not misrepresent or mask either your identity or your API Client's identity when using the API.
Nvoicepay sets and enforces limits on your use of the API at our sole discretion. You agree to, and will not attempt to circumvent, such limitations documented with the API.
You will not use the Nvoicepay API in a way that could impair, harm, or damage Nvoicepay, our API, any Nvoicepay Offering, or anyone's use of the Nvoicepay API or any Nvoicepay Offerings.
You will not use the Nvoicepay API to disrupt, interfere with, or attempt to gain unauthorized access to services, servers, devices, or networks connected to or which can be accessed via the API.
You will not use the Nvoicepay API, or any information accessed or obtained using the API, for the purpose of migrating Customers away from an Nvoicepay Offering, except in connection with use of the Nvoicepay API by your Application or unless expressly permitted by Nvoicepay pursuant to a duly executed written agreement.
You will not use the Nvoicepay API to scrape, build databases, or otherwise create copies of any data accessed or obtained using the Nvoicepay APIs, except as necessary to enable an intended usage scenario for your Application.
You will not request from the Nvoicepay API more than the minimum amount of data, or more than the minimum permissions to the types of data, that your Application needs for Customers to use the intended functionality of your Application.
You will not use an unreasonable amount of bandwidth, or adversely impact the stability of the Nvoicepay API or the behavior of other apps using the API.
You will not use the Nvoicepay API in any manner that works around any technical limitations of the API or of the accessed Nvoicepay Offering, or reverse engineer, decompile, or disassemble the API, except and only to the extent that applicable law expressly permits, despite this limitation.
You will not use the Nvoicepay API, or any data obtained using the API, to conduct performance testing of an Nvoicepay Offering unless expressly permitted by Nvoicepay pursuant to a duly executed written agreement.
You will not use the Nvoicepay API, or any data obtained using the API, to identify, exploit, or publicly disclose any potential security vulnerabilities.
You will not request, use, or make available any data obtained using the API outside any permissions expressly granted by Customers in connection with using your Application.
You will not use or transfer any data accessed or obtained using the Nvoicepay API, including any data aggregated, anonymized, or derived from that data (collectively the "Nvoicepay API Data") for advertising or marketing purposes including (i) targeting ads or (ii) serving ads. For purposes of clarity, this prohibition on using Nvoicepay API Data for advertising or marketing purposes does not extend to using other data, such as (i) the number of users of your Application, (ii) a user identifier you independently receive from a user (e.g., an email address you receive when a user enrolls to use your Application, a device identifier, or an advertising identifier), or (iii) a product or service identifier that identifies an Nvoicepay Offering.
You will not make your Application available for use in a manner that circumvents the need for users to obtain a valid license to the Nvoicepay application or service that is accessed through the API.
You will not redistribute, resell, or sub-license access to the Nvoicepay API, any data obtained using the API, or any other Nvoicepay Offering accessed through the API.
You will not misrepresent expressly, by omission or implication, the need for users to obtain a valid license to the Nvoicepay application or service that is accessed through the API.
You warrant that your Application has been developed to operate with Nvoicepay API content in a secure manner. Your network, operating system, and the software of your servers, databases, and computer systems (collectively, "Systems") must be properly configured to securely operate your Application and store content collected through your Application (including the Nvoicepay API content). Your Application must use reasonable security measures to protect the private data of your users.
You will not use the Nvoicepay API in a way that could create, in Nvoicepay's sole discretion and judgment, an unreasonable risk to Customers from a security or privacy perspective.
You will permit Nvoicepay reasonable access to your Application for purposes of monitoring compliance with these API Terms. You will respond to any questions by Nvoicepay about your compliance with these API Terms. You will provide Nvoicepay, our parent company Fleetcor, or an independent auditor acting on our behalf with up to two full-feature client account-level instances to access your Application (and/or other materials relating to your use of the API) as reasonably requested by us to verify your compliance with these API Terms (including, in particular, your security and privacy obligations under these API Terms).
We may restrict or terminate access to the API or perform an audit (including by hiring an independent auditor acting on our behalf) of your Application if you fail to provide adequate information and materials (including up to two full-featured instances of your Application) to verify your compliance with these Terms.
You must have a process to respond to any vulnerabilities in your Application, and in the case of any vulnerabilities related to your Application's connection to the Nvoicepay API discovered by you or reported to you by a third party, you agree that you will provide vulnerability details to Nvoicepay or its parent company Fleetcor.
In the event of a data breach by you resulting from any aspect of the Nvoicepay API involving your Application or any data collected through your Application, you will promptly contact Nvoicepay (techsupport@nvoicepay.com) and provide details of the data breach. You agree to refrain from making public statements (e.g., press, blogs, social media, bulletin boards, etc.) without prior written and express permission from Nvoicepay in each instance as it relates to the Nvoicepay API.
You may stop using our API at any time but must notify Nvoicepay of your intent to do so. Further, if you want to terminate the Terms, you must provide Nvoicepay with prior written notice and upon termination cease your use of our API. Nvoicepay (and our parent company Fleetcor) reserves the right to terminate the Terms with you or discontinue the API 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 our API, you will immediately stop using the API. The rights and requirements of Section 3: Security will survive for five (5) years following any termination of these API Terms.
We make no warranties (express or implied), guarantees, or conditions with respect to your use of the Nvoicepay API. You understand that use of the API is at your own risk and that we provide the API on an "as is" basis "with all faults" and "as available" to the extent permitted under your local law, we exclude any implied warranties, including for merchantability, satisfactory quality, fitness for a particular purpose, workmanlike effort, and non-infringement. You may have certain rights under your local law. Nothing in these API Terms are intended to affect those rights, if they are applicable. We do not guarantee the API will function without interruption or errors in functioning. In particular, the operation of the API may be interrupted due to maintenance, updates, or system or network failures by the Application or Customer. We disclaim all liability for damages caused by any such interruption, errors in functioning, or that data loss will not occur.
When permitted by law, Nvoicepay, and its parent company Fleetcor, will not be responsible for lost profits, revenues, or data; financial losses; or indirect, special, consequential, exemplary, or punitive damages resulting. To the maximum extent permitted by law, these limitations and exclusions apply to any claims related to these API Terms or your use of the Nvoicepay API.
To the extent permitted by law, the total liability of Nvoicepay, and its parent company Fleetcor, for any claim under the terms, including for any implied warranties, is limited to the amount you paid us to use the applicable API (or, if we choose, to supplying you the API again) during the six months prior to the event giving rise to the liability.
Unless prohibited by applicable law, if you are a business, you will defend and indemnify Nvoicepay, and its affiliates, directors, officers, employees, and users against all liabilities, damages, losses, costs, fees (including legal fees), and expenses relating to any allegation or third-party legal proceeding to the extent arising from:
United States. If you reside in the United States, Oregon state law governs the interpretation of these API Terms and applies to claims for breach of it, regardless of conflict of laws principles. The laws of the state where you live govern all other claims, including claims under state consumer protection laws, unfair competition laws, and in tort.
Outside the United States. If you reside in any other country, the laws of that country apply.
Because the Nvoicepay API is provided "as is," we may not provide support services for them. You are solely responsible for the quality of your Application and providing support for your Application.
You may not assign or delegate any rights or obligations under these API Terms, including in connection with a change of control. Any purported assignment and delegation shall be ineffective. We may freely assign or delegate all rights and obligations under these API Terms, fully or partially, without notice to you.
All rights not expressly granted herein are reserved by Nvoicepay and its parent company Fleetcor. You acknowledge that all intellectual property rights within the Nvoicepay API remain the property of Nvoicepay and nothing within these API Terms will act to transfer any of these intellectual property rights to you.
Nothing in this Agreement shall be construed as creating an employer-employee relationship, processor-subprocessor relationship, a partnership, or a joint venture between the parties.
Either party's failure to act with respect to a breach of these API Terms does not waive either party's right to act with respect to that breach or subsequent similar or other breaches.
Sections of these API Terms that, by their terms, require performance after the termination or expiration of these API Terms will survive, such as, for example, the rights and requirements of Section 3: Security.
We may modify these API Terms at any time with or without individual notice to you. Any modifications will be effective upon your continued use of the Nvoicepay API.
These API Terms and any documents incorporated into these API Terms by reference, constitute the entire agreement between you and us regarding the Nvoicepay API and supersede all prior agreements and understandings, whether written or oral, or whether established by custom, practice, policy, or precedent, with respect to the subject matter of these API Terms. If any provision of these API Terms is found to be illegal, void, or unenforceable, the unenforceable provision will be modified so as to render it enforceable to the maximum extent possible.