Last Modified: February 23, 2023
You understand and agree that by registering with Tipalti to use the Tools as a developer, no legal partnership or agency relationship is created between you and Tipalti. Tipalti provides you with the opportunity to use the Tools, as described herein, solely for your own use, to develop applications that interact with the Tipalti Services (“Your Applications”). Tipalti may change, suspend or discontinue providing the Tipalti Services or Tools to you at ay time, and may impose limits on certain features and materials offered or restrict your access to the Tipalti Services or Tools without notice or liability.
1. License Grant. Subject to and conditioned on your compliance with all terms and conditions set forth in this Agreement, we hereby grant you a limited, revocable, non-exclusive, non-transferable, non-sublicensable license during the term of the Agreement to: (a) use the Tools solely for your internal business purposes in developing Applications that will communicate and interoperate with the Tipalti Services; and (b) display certain Tipalti proprietary trademarks, trade names, branding, or logos made available for use in connection with the Tools pursuant to this Agreement (“Tipalti Marks”). Your use of the Tools or Tipalti Marks must follow usage guidelines that we may specify from time to time and must not be for the advertising, promotion, distribution, or sale of any other products or services. You acknowledge that there are no implied licenses granted under this Agreement. We reserve all rights that are not expressly granted. You may not use the Tools or any Tipalti Mark for any other purpose without our prior written consent. You must obtain a Key through the registration process available at developers.tipalti.com to use and access the Tools. You may not share your Key with any third party, must keep your Key and all log-in information secure, and must use the Key as your sole means of accessing the Tools. Your Key may be revoked at any time by us.
2. Restrictions. Except as expressly authorized under this Agreement, you may not:
(a) copy, modify, or create derivative works of the Tools, in whole or in part;
(b) rent, lease, lend, sell, license, sublicense, assign, distribute, publish, transfer, or otherwise make available the Tools;
(c) reverse engineer, disassemble, decompile, decode, adapt, or otherwise attempt to derive or gain access to any software component of the Tools, in whole or in part;
(d) remove any proprietary notices from the Tools;
(e) use the Tools 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;
(f) combine or integrate the Tools with any software, technology, services, or materials not authorized by Tipalti;
(g) design or permit Your Applications to disable, override, or otherwise interfere with any Tipalti-implemented communications to end users, consent screens, user settings, alerts, warning, or the like;
(h) use the Tools in any of Your Applications to replicate or attempt to replace the user experience of the Tipalti Services; or
(i) attempt to cloak or conceal your identity or the identity of Your Applications when requesting authorization to use the Tools.
You will comply with all terms and conditions of this Agreement, all applicable laws, rules, and regulations, and all guidelines, standards, and requirements that may be posted on developers.tipalti.com. In addition, you will not use the Tools in connection with or to promote any products, services, or materials that constitute, promote, or are used primarily for the purpose of dealing in spyware, adware, or other malicious programs or code, counterfeit goods, items subject to U.S. embargo, unsolicited mass distribution of email (“spam”), multi-level marketing proposals, hate materials, hacking, surveillance, interception, or descrambling equipment, libelous, defamatory, obscene, pornographic, abusive, or otherwise offensive content, stolen products, and items used for theft, hazardous materials, or any illegal activities.
3. Your Applications. You agree to monitor the use of Your Applications for any activity that violates applicable laws, rules, and regulations or any terms and conditions of this Agreement, including any fraudulent, inappropriate, or potentially harmful behavior, and promptly restrict any offending users of Your Applications from further use of Your Applications. You agree to provide a resource for users of Your Applications to report abuse of Your Applications. As between you and us, you are responsible for all acts and omissions of your end users in connection with Your Application and their use of the Tools, if any. You agree that you are solely responsible for posting any privacy notices and obtaining any consents from your end users required under applicable laws, rules, and regulations for their use of Your Applications. All use by you of the Tipalti Marks, if any, will comply with any usage guidelines that we may specify from time to time. You agree that your use of the Tipalti Marks in connection with this Agreement will not create any right, title, or interest in or to the Tipalti Marks in favor of you, and all goodwill associated with the use of the Tipalti Marks will inure to the benefit of Tipalti.
4. No Support; Updates. This Agreement does not entitle you to any support for the Tools. You acknowledge that we may update or modify the Tools from time to time and at our sole discretion (in each instance, an “Update“), and may require you to obtain and use the most recent version of the Tools. Updates may adversely affect how Your Applications communicate with the Tipalti Services. You are required to make any changes to the Applications that are required for integration as a result of such Update at your sole cost and expense. Your continued use of the Tools following an Update constitutes binding acceptance of the Update.
5. No Fees. You acknowledge and agree that no license fees or other payments will be due under this Agreement in exchange for the rights granted under this Agreement. You acknowledge and agree that this fee arrangement is made in consideration of the mutual covenants set forth in this agreement, including, without limitation, the disclaimers, exclusions, and limitations of liability set forth herein. Notwithstanding the foregoing, we reserve the right to start charging for access to and use of the Tools at any time.
6. Confidentiality. Except as otherwise set forth herein, you agree that any Tipalti Services and Tools, and any information disclosed by Tipalti to you in connection with your use of the Tools will be considered and referred to as Tipalti Confidential Information.
Notwithstanding the foregoing, Tipalti Confidential Information will not include: (a) information that is generally and legitimately available to the public through no fault or breach of yours; (b) information that is generally made available to the public by Tipalti; (c) information that is independently developed by you without the use of any Tipalti Confidential Information; (d) information that was rightfully obtained from a third party who had the right to transfer or disclose it to you without limitation. Further, Tipalti agrees that you will not be bound by the foregoing confidentiality terms about technical information about Tipalti Services.
Unless otherwise expressly agreed or permitted in writing by Tipalti, you agree not to disclose, publish, or disseminate any Tipalti Confidential Information to anyone other than to other developers who are employees and contractors working for the same entity as you and then only to the extent that Tipalti does not otherwise prohibit such disclosure. Except as expressly agreed or permitted by Tipalti in writing, you agree not to use Tipalti Confidential Information in any way, including, without limitation, without the prior written approval of Tipalti. If you are required by law, regulation or pursuant to the valid binding order of a court of competent jurisdiction to disclose Tipalti Confidential Information, you may make such disclosure, but only if you have notified Tipalti before making such disclosure and have used commercially reasonable efforts to limit the disclosure and to seek confidential, protective treatment of such information. A disclosure pursuant to the previous sentence will not relieve you of your obligations to hold such information as Tipalti Confidential Information.
(a) Intellectual Property Ownership; Feedback. You acknowledge that, as between you and us, (a) we own all right, title, and interest, including all intellectual property rights, in and to the Tools, the Tipalti Services, and Tipalti Marks and (b) you own all right, title, and interest, including all intellectual property rights, in and to Your Applications, excluding the aforementioned rights in Section 7(a). You will use commercially reasonable efforts to safeguard the Tools and Tipalti Marks (including all copies thereof) from infringement, misappropriation, theft, misuse, or unauthorized access. You will promptly notify us if you become aware of any infringement of any intellectual property rights in the Tools and Tipalti Marks and will fully cooperate with us, in any legal action taken by us to enforce our intellectual property rights. If you or any of your employees, contractors, and agents sends or transmits any communications or materials to us by mail, email, telephone, or otherwise, suggesting or recommending changes to the Tools and the Tipalti Services, including without limitation, new features or functionality relating thereto, or any comments, questions, suggestions, or the like (“Feedback“), all such Feedback is and will be treated as non-confidential. You hereby assign to us on your behalf, and on behalf of your employees, contractors, and agents, 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.
(b) Tipalti Independent Development. Nothing in this Agreement will impair Tipalti’s right to develop, acquire, license, market, promote or distribute products, software or technologies that perform the same or similar functions as, or otherwise with, any other products, software or technologies that you may develop, produce, market, or distribute.
8. No Warranty. THE TOOLS AND TIPALTI MARKS ARE PROVIDED “AS IS” AND TIPALTI SPECIFICALLY DISCLAIMS ALL WARRANTIES, WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE. TIPALTI SPECIFICALLY DISCLAIMS ALL IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT, AND ALL WARRANTIES ARISING FROM COURSE OF DEALING, USAGE, OR TRADE PRACTICE. TIPALTI MAKES NO WARRANTY OF ANY KIND THAT THE TOOLS OR TIPALTI TRADEMARKS, OR ANY PRODUCTS OR RESULTS OF THE USE THEREOF, WILL MEET YOUR OR ANY OTHER PERSON’S REQUIREMENTS, OPERATE WITHOUT INTERRUPTION, ACHIEVE ANY INTENDED RESULT, BE COMPATIBLE OR WORK WITH ANY OF YOUR OR ANY THIRD PARTY’S SOFTWARE, SYSTEM OR OTHER SERVICES, OR BE SECURE, ACCURATE, COMPLETE, FREE OF HARMFUL CODE, OR ERROR-FREE, OR THAT ANY ERRORS OR DEFECTS CAN OR WILL BE CORRECTED.
9. Indemnification. You agree to indemnify, defend, and hold harmless Tipalti and its officers, directors, employees, agents, affiliates, successors, and assigns from and against any and all losses, damages, liabilities, deficiencies, claims, actions, judgments, settlements, interest, awards, penalties, fines, costs, or expenses of whatever kind, including reasonable attorneys’ fees, arising from or relating to (a) your use or misuse of the Tools, (b) your breach of this Agreement, and (c) Your Applications, including any end user’s use thereof. In the event we seek indemnification or defense from you under this provision, we will promptly notify you in writing of the claim(s) brought against us for which we seek indemnification or defense. We reserve the right, at our option and in our sole discretion, to assume full control of the defense of claims with legal counsel of our choice. You may not enter into any third-party agreement that would, in any manner whatsoever, constitute an admission of fault by us or bind us in any manner, without our prior written consent. In the event we assume control of the defense of such claim, we will not settle any such claim requiring payment from you without your prior written approval.
10. Limitations of Liability. TO THE FULLEST EXTENT PERMITTED UNDER APPLICABLE LAW, IN NO EVENT WILL WE BE LIABLE TO YOU OR TO ANY THIRD PARTY UNDER ANY TORT, CONTRACT, NEGLIGENCE, STRICT LIABILITY, OR OTHER LEGAL OR EQUITABLE THEORY FOR (a) ANY LOST PROFITS, LOST OR CORRUPTED DATA, COMPUTER FAILURE OR MALFUNCTION, INTERRUPTION OF BUSINESS, OR OTHER SPECIAL, INDIRECT, INCIDENTAL, OR CONSEQUENTIAL DAMAGES OF ANY KIND ARISING OUT OF THE USE OR INABILITY TO USE THE TOOLS; OR (b) ANY DAMAGES, IN THE AGGREGATE, IN EXCESS OF FIFTY DOLLARS ($50.00) EVEN IF WE HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH LOSS OR DAMAGES AND WHETHER OR NOT SUCH LOSS OR DAMAGES ARE FORESEEABLE OR TIPALTI WAS ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
11. Term and Termination. The term of this Agreement commences when you acknowledge your acceptance of this Agreement by clicking the “CREATE” button and will continue in effect until terminated as set forth in this Section. We may immediately terminate or suspend this Agreement, any rights granted herein, and/or your licenses under this Agreement, in our sole discretion at any time and for any reason, by providing notice to you or revoking access to the Tools. In addition, this Agreement will terminate immediately and automatically without any notice if you violate any of the terms and conditions of this Agreement. You may terminate this Agreement at any time by ceasing your access to and use of the Tools. Upon termination of this Agreement for any reason all licenses and rights granted to you under this Agreement will also terminate and you must cease using, destroy, and permanently erase from all devices and systems you directly or indirectly control all copies of the Tools and Tipalti Trademarks. Any terms that by their nature are intended to continue beyond the termination or expiration of this Agreement will survive termination. Termination will not limit any of Tipalti’s rights or remedies at law or in equity.
12. Export Regulation. The Tools may be subject to US export control laws, including the Export Control Reform Act and its associated regulations. You will not, directly or indirectly, export, re-export, or release the Tools to, or make the Tools accessible from, any jurisdiction or country to which export, re-export, or release is prohibited by law, rule, or regulation. You will comply with all applicable federal laws, regulations, and rules, and complete all required undertakings (including obtaining any necessary export license or other governmental approval), prior to exporting, re-exporting, releasing, or otherwise making the Tools available outside the US.
13. Modifications. You acknowledge and agree that we have the right, in our sole discretion, to modify this Agreement from time to time. You will be notified of modifications through notifications or posts on the Tipalti website. You will be responsible for reviewing and becoming familiar with any such modifications.
14. Governing Law and Jurisdiction. This agreement is governed by and construed in accordance with the laws of the State of California without giving effect to any choice of conflict of law provision or rule that would require or permit the application of the laws of any jurisdiction other than those of the State of California. Except as otherwise set forth herein, any legal suit, action, or proceeding arising out of or related to this agreement or the licenses granted hereunder will be instituted in the federal courts of the United States or the courts of the State of California, and each party irrevocably submits to the jurisdiction of such courts in any such suit, action, or proceeding.
15. Miscellaneous. This Agreement constitutes the entire agreement and understanding between the parties hereto with respect to the subject matter hereof and supersedes all prior and contemporaneous understandings, agreements, representations, and warranties, both written and oral, with respect to such subject matter. Any notices to us must be sent to our corporate headquarters address available at www.tipalti.com and must be delivered either in person, by certified or registered mail, return receipt requested and postage prepaid, or by recognized overnight courier service, and are deemed given upon receipt by us. Notwithstanding the foregoing, you hereby consent to receiving electronic communications from us. These electronic communications may include notices about applicable fees and charges, transactional information, and other information concerning or related to the Tools. You agree that any notices, agreements, disclosures, or other communications that we send to you electronically will satisfy any legal communication requirements, including that such communications be in writing. The invalidity, illegality, or unenforceability of any provision herein does not affect any other provision herein or the validity, legality, or enforceability of such provision in any other jurisdiction. Any failure to act by us with respect to a breach of this Agreement by you or others does not constitute a waiver and will not limit our rights with respect to such breach or any subsequent breaches. This Agreement is personal to you and may not be assigned or transferred for any reason whatsoever without our prior written consent and any action or conduct in violation of the foregoing will be void and without effect. We expressly reserve the right to assign this Agreement and to delegate any of its obligations hereunder.