API Terms | Payer Terms | Merchant Terms



API Terms of Use

Last Updated Date: November 6, 2012

I. Introduction

Please read these API Terms of Use (“API Terms”) carefully before using the API to access the Zipmark Service. These API Terms are incorporated by reference into Zipmark’s Terms of Use (https://www.zipmark.com/terms) and you are subject to both sets of terms.

II. The Zipmark API

You may use the Zipmark API (“API”) to build software or Internet-based services (collectively “Application”) that interface with the Zipmark Service. Your Application may access the Zipmark Service through the API as long as we provide the API and your access does not violate these API Terms or Terms of Use.

Fees.

You are responsible for any charges incurred by virtue of your use of the Application to access the Zipmark Service, regardless of whether your Application acted in error.

API Changes.

We may change, deprecate, or republish the API for any feature of the Zipmark Service from time to time. You are responsible for ensuring that your Application’s requests to the Zipmark Service through the API work properly. We will attempt, but have no obligation, to inform you of any API changes with reasonable notice so you will be able to update your Application.

Documentation.

We may draft and update documentation supporting the API. We will attempt to correct any inaccuracies in the documentation, but we are not liable for the effects of any documentation errors.

Downtime and Service Suspensions.

To the extent we can, we will attempt to provide you notice of any planned service suspensions, but we shall have no liability for the manner in which we may do so or if we fail to do so. Zipmark shall use commercially reasonable efforts to make the Zipmark Service available at all times, except for planned downtime and any unavailability caused by force majeure circumstances (e.g., fires, floods, acts of God, acts of government, civil unrest, Internet service provider failures or delays, denial of service attacks, etc.), and to provide the Zipmark Service only in accordance with applicable laws and government regulations. You acknowledge and agree that:

  1. Your access to and use of the Zipmark Service may be suspended for the duration of any unanticipated or unscheduled downtime or unavailability of any portion or all of the Zipmark Service for any reason, including as a result of power outages, system failures, or other interruptions; and
  2. We shall also be entitled, without any liability to you, to suspend access to any portion or all of the Zipmark Service at any time: (a) for scheduled downtime to permit us to conduct maintenance or make modifications to the Zipmark Service; (b) in the event of a denial or service attack or other attack on the Zipmark Service or other event that we determine, in our sole discretion, may create a risk to the Zipmark Service, to you, or to any of our other customers if the Zipmark Service were not suspended; or (c) in the event that we determine that it is necessary or prudent to do so for any reason.

III. Your Application

Representations and Warranties.

You represent and warrant that

  1. you are solely responsible for your Application and any data, text, images, or other content contained in your Application and all traffic and transactions completed through the API originating from your Application;
  2. you are solely responsible for the development, operation, and maintenance of your Application and for all materials that appear on or within your Application, including without limitation, the accuracy, appropriateness, completeness, legality of the content and services of your Application, and compliance with the Terms of Use and API Terms;
  3. you have the necessary rights and licenses, consents, permissions, waivers, and releases to use and display your Application;
  4. your Application does not violate, misappropriate, or infringe any rights of ours or any third party, constitute defamation, invasion of privacy or publicity, or otherwise violate any rights of any third party, and is not designed for use in any illegal activities;
  5. your Application does not contain any element that may harm the Zipmark Service; and
  6. you will use commercially reasonable efforts to prevent unauthorized access to or use of the Zipmark Service, and notify Zipmark immediately of any such unauthorized access and/or use of which you become aware.

Security.

You acknowledge that you take sole responsibility for adequate security, protection, and backup of the content and transactions your Application processes in connection with the Zipmark Service. You must use encryption technology to protect transactions processed through the API from unauthorized access and to routinely archive all transactions. We will have no liability to you for any unauthorized access or use, corruption, deletion, destruction, or loss of any of the data transferred to and from the Zipmark Service through the API.

IV. Intellectual Property

License of Competing Services.

The license to the API we grant to you in the Terms of Use is non-exclusive. We may develop our own services which compete with your Application or license the API to third parties that offer services which compete with your Application.

License Termination.

We may suspend or terminate your license to access the Zipmark Service through the API at any time at our discretion. We will attempt to provide you thirty (30) days advance notice, unless we determine, in our sole judgment, that providing advance notice would negatively impact our ability to provide the Zipmark Service.

Effect of Termination.

Upon expiration or termination for any reason of your license to use the API, you remain liable for all fees, charges, and any other obligations you incurred prior to the expiration or termination, and all of your rights under the license shall immediately terminate.

Zipmark Marks.

Only in relation to your use of the API and as limited in these API Terms, Zipmark grants to you a limited, non-exclusive, non-transferable, non-sublicensable, revocable license while the API Terms are in effect to display the Zipmark Marks, as defined in the Terms of Use, for the purpose of promoting or advertising your Application’s use of the Zipmark Service. We may terminate your use of the Zipmark Marks in connection with your Application at any time and at our discretion. We may modify any Zipmark Marks at any time without notice, and you may only use the most current versions of Zipmark Marks.

When using Zipmark Marks, you may not:

  1. display a Zipmark Mark in any manner that implies an affiliation, sponsorship, or endorsement by Zipmark;
  2. use Zipmark Marks to disparage Zipmark or the Zipmark Service; or
  3. display a Zipmark Mark in a fashion that violates any law or regulation.