Elavon Developer Portal Terms of Use

Last Updated: October 23, 2020

These Terms of Use (“Terms of Use”) act as a legal agreement between you ("you" or "your") and Elavon, Inc. (“Elavon” or “we”, “us”, or “our”) and govern your access to and use of the website(s) where these terms are posted (the “Site”), including the Content (defined below) and any services available via the Site (the “Services”). These Terms of Use apply solely to the Site, Content and Services and your use thereof. BY ACCESSING OR OTHERWISE USING THE SITE, YOU AGREE TO THESE TERMS OF USE. IF YOU DO NOT AGREE TO THESE TERMS OF USE, PLEASE EXIT IMMEDIATELY AND DO NOT ACCESS OR USE THE SITE, CONTENT OR SERVICES.

WE RESERVE THE RIGHT TO MODIFY OR AMEND THESE TERMS OF USE FROM TIME TO TIME WITHOUT NOTICE. YOUR CONTINUED ACCESS TO OR USE OF THE SITE, CONTENT OR SERVICES FOLLOWING THE POSTING OF CHANGES TO THESE TERMS OF USE WILL MEAN YOU ACCEPT THOSE CHANGES.

1. Site Availability/User Eligibility. The Site is available worldwide and may be operated from various locations both within and outside the United States. The Site may be hosted by Elavon or a third party vendor of Elavon. You should only access and use the Site, Content and Services from locations where such access and use are not prohibited by applicable law. If you access or use the Site, Content or Services from outside the United States, you do so at your own risk and you are responsible for complying with the laws and regulations of the territory from which you access or use the Site, Content or Services. You shall comply with all applicable domestic and international laws, statutes, ordinances and regulations regarding your use of the Site, Content and Services. You should access or use the Site ONLY if you are over the age of 18 years of age or the age of majority in your jurisdiction if higher than 18, and if you have legal authority to bind the company you represent (“Company”) to these Terms of Use. The Site, Content and Services may only be used for the intended purpose for which they are being made available.

2. Ownership of Content. The Site and Documentation (defined below) and all of the other materials and content featured or displayed on the Site, including, without limitation, text, graphics, photographs, images, moving images, sound, and illustrations (collectively "Content"), is owned by Elavon, its licensors, vendors, agents and/or its Content providers, and all rights in and to the Site and Content are reserved. Except as otherwise set forth in these Term of Use or as permitted by applicable law, you are authorized to access and use the Site and view, play, print and download Content for informational, evaluation and testing purposes only. Except as otherwise set forth in these Term of Use or as permitted by applicable law, you shall not modify, copy, reproduce, distribute, transmit, publicly display or perform, publish, license, create derivative works from, transfer or sell any Content.

3. Trademarks/No Endorsement. All trademarks, service marks and trade names used by Elavon in connection with the Site, Content or Services (including, but not limited to, Elavon’s name, logos and the Site design) (collectively “Marks”) are the intellectual property of Elavon or its affiliates, partners, vendors or licensors, and these Terms of Use do not grant you any right to use the Marks, including as a link to the Site, or as part of a website address, “meta tag” or in hidden text. In addition, you shall not use the Marks, Elavon’s name or any language, pictures or symbols that could, in Elavon’s judgment, imply Elavon’s endorsement in any (i) written or oral advertising or presentation, or (ii) brochure, newsletter, book, or other written material of whatever nature, without Elavon’s prior written consent.

4. License to Documentation. Some Content available on the Site may relate to Elavon application programming interfaces (each an “API”), software development kits (each an “SDK”), or accessories for integrating with Elavon solutions. More specifically, such Content may include informational materials, technical specifications, sample code, or other similar documentation related to our APIs, SDKs, or accessories (collectively “Documentation”). Elavon grants you a limited, revocable, non-exclusive, non-transferable license to access and use the Documentation for the sole purpose of learning about these APIs, SDKs, or accessories and how they can be used to integrate with applications owned or properly licensed by you (the “Applications”). You acknowledge and agree that, in order to distribute commercially or otherwise utilize in production any Application that integrates with or is dependent upon Elavon APIs, SDKs, or accessories, you will first be required to enter into an additional agreement with Elavon.

5. Additional Terms May Apply. Additional or different terms and conditions (“Additional Terms”) may apply in connection with certain types of submissions or available features on the Site. If applicable, these Additional Terms will be set forth: (i) where you are permitted to make a submission or access certain features or, (ii) in a link adjacent to where you are permitted to make a submission or access the available features. You should carefully review all Additional Terms before making a submission or accessing the applicable available feature. These Additional Terms are hereby incorporated into and made a part of these Terms of Use by reference. In the event any Additional Terms conflict with these Terms of Use, the Additional Terms shall control with respect to the subject matter to which the Additional Terms apply.

6. Restrictions on Use. In accessing and using the Site, you must comply with all applicable laws, rules and regulations, these Terms of Use and any applicable Additional Terms, and you will not:

In addition, you must not create, upload, share, post or otherwise send or transmit any User Submissions (defined below) that:

You further understand and agree that sending unsolicited advertisements or “spam” or any commercial electronic communications to the Site or any user of the Site is expressly prohibited by these Terms of Use.

Any unauthorized use automatically terminates the permissions and/or licenses granted by us to you.

7. Test Platform. Elavon may make available on or through the Site a platform where you may test the connectivity of your Application or product to Elavon. In addition, you may be able to perform certain certification testing. When using any such test platform, you should only submit “test” or “non-production” data, including test card data. YOU SHOULD NEVER SUBMIT PRODUCTION OR NON-TEST DATA, INCLUDING PRODUCTION PAYMENT CARD DATA, TO ANY TEST PLATFORM.

8. Account Registration and Security. In our discretion, we may require you to create an account to have access to some or all of the Site, Content or Services. By establishing an account, you represent and warrant you have the right and are authorized to provide the information you provide when you register for the account. You shall not maintain more than one active account through the Site at any time. In consideration of your use of the Site, Content and Services, you will: (a) provide true, accurate, current and complete information about yourself and your business as prompted by the Site's registration or subscription page (such information being the "Registration Data") and (b) maintain and promptly update the Registration Data to keep it true, accurate, current and complete. If you provide any information that is untrue, inaccurate, not current or incomplete, or Elavon has reasonable grounds to suspect that such information is untrue, inaccurate, not current or incomplete, Elavon has the right to suspend or terminate your account and refuse any and all current or future use of the Site, Content or Services (or any portion thereof). You shall not allow any other user to access or use your account or account credentials, such as user IDs and passwords (collectively “Account Credentials”). If you are serving as an administrator for the Company in connection with the Company’s use of the Site, you are responsible for distributing unique Account Credentials for the Site to other users within the Company (“Company Users”), completing and updating the Registration Data for the Company Users, deactivating Company Users’ access to the Site, and ensuring that Company Users comply with these Terms of Use.

You are entirely responsible for the security and confidentiality of your account and Account Credentials. Furthermore, you are entirely responsible for any and all activities that occur under your account. You will not share your Account Credentials with any third party or permit any third party to logon to or use the Site using your account or Account Credentials. You agree to immediately notify us of any unauthorized use of your account or Account Credentials or any other breach of security of which you become aware relating to the Site. You are responsible for taking precautions and providing security measures best suited for your situation and intended use of the Site, Content and Services.

9. User Submissions. Portions of the Site may permit you to create, upload, share, post or otherwise transmit videos, photos, messages, feedback, recommendations, tips or other materials, items or content (“User Submissions”). To the maximum extent permitted by law, all such User Submissions shall be considered an uncompensated contribution of intellectual property to us and shall become our exclusive intellectual property. To the extent User Submissions are not owned by Elavon pursuant to the previous sentence, you agree to and do hereby expressly grant (or warrant that the owner of such materials has expressly granted) to Elavon a non-exclusive, perpetual, irrevocable, royalty-free, fully paid-up, worldwide, fully sub-licensable right and license to use, copy, reproduce, modify, adapt, publish, translate, create derivative works from, distribute, transmit, perform and display your User Submissions and your name, voice, and/or likeness as contained in your User Submissions, in whole or in part, and in any form throughout the world in any media or technology, whether now known or hereafter discovered, including all promotion, advertising, marketing, merchandising, publicity and any other ancillary uses thereof, including promotion of the Site, Content and Services. Elavon shall be under no obligation to maintain the confidentiality of any information or ideas, in whatever form, contained in any User Submissions. Furthermore, you shall be solely responsible for your own User Submissions and the consequences of creating, uploading, sharing, posting or otherwise transmitting them.

10. Inappropriate User Submissions/Takedown. Elavon has the right, but not the obligation, to monitor User Submissions. At any time and without notice to you, Elavon may reject or remove any User Submissions that Elavon believes, in its sole discretion, violate these Terms of Use or are otherwise objectionable to Elavon for any reason. In addition to any other remedies we may have at law or in equity, if we determine, in our sole discretion, that you are likely to violate these Terms of Use or submit User Submissions that are objectionable to Elavon, we may take any action we deem necessary to cure or prevent the violation or objectionable submission, including, without limitation, by preventing you from submitting User Submissions, leaving comments or participating in our forums and communities.

11. Third Party Links. From time to time, the Site may contain links to other websites. All such links are provided solely as a convenience to you. If you use these links, you will leave the Site. Neither Elavon nor any of our affiliates are responsible for any content, materials or other information located on or accessible from any other website. Neither Elavon nor any of our affiliates endorse, guarantee, or make any representations or warranties regarding any other websites, or any content, materials or other information located or accessible from any other websites, or the results that you may obtain from using any other websites. If you decide to access any other websites linked to or from the Site, you do so entirely at your own risk.

12. Representations and Warranties. You represent and warrant that you are over the age of 18 or the age of majority in your jurisdiction (if higher than 18), have the right and authority to enter into these Terms of Use, are fully able and competent to satisfy the terms, conditions, and obligations herein, and have legal authority to bind the Company to these Terms of Use. You further represent and warrant that your use of the Site, Content and Services is and will be in compliance with all applicable laws and these Terms of Use. Without limiting the foregoing, in connection with User Submissions, you represent and warrant that User Submissions and Elavon’s exercise of its rights in and to any User Submission as contemplated by these Terms of Use will not infringe any rights of any third party, including but not limited to any intellectual property rights, privacy rights, rights to one’s image and rights of publicity.

13. DISCLAIMERS. YOUR USE OF THE SITE, CONTENT AND SERVICES IS AT YOUR OWN RISK. THE CONTENT AND SERVICES PROVIDED ON OR THROUGH THE SITE ARE PROVIDED "AS IS" WITHOUT ANY WARRANTIES OR CONDITIONS OF ANY KIND INCLUDING WARRANTIES AND CONDITIONS OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, SECURITY OR NON-INFRINGEMENT OF INTELLECTUAL PROPERTY. NEITHER ELAVON NOR ANY OF ITS AFFILIATES, SUPPLIERS, SERVICE PROVIDERS OR LICENSORS WARRANT THE ACCURACY OR COMPLETENESS OF THE CONTENT OR SERVICES PROVIDED ON OR THROUGH THE SITE. IN ADDITION, ELAVON DOES NOT GUARANTEE CONTINUOUS, UNINTERRUPTED OR SECURE ACCESS TO THE SITE, CONTENT OR SERVICES, AND OPERATION OF THE SITE MAY BE INTERFERED WITH BY NUMEROUS FACTORS OUTSIDE OF OUR CONTROL. THE CONTENT AND SERVICES PROVIDED ON OR THROUGH THE SITE MAY BE OUT OF DATE, AND NEITHER ELAVON NOR ANY OF ITS AFFILIATES MAKES ANY COMMITMENT OR ASSUMES ANY DUTY TO UPDATE SUCH CONTENT OR SERVICES. THE FOREGOING EXCLUSIONS OF IMPLIED WARRANTIES AND CONDITIONS DO NOT APPLY TO THE EXTENT PROHIBITED BY LAW. PLEASE REFER TO YOUR LOCAL LAWS FOR ANY SUCH PROHIBITIONS.

NO ADVICE OR INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED FROM ELAVON OR THROUGH THE SITE, CONTENT AND SERVICES WILL CREATE ANY WARRANTY NOT EXPRESSLY MADE HEREIN.

14. LIMITATIONS OF LIABILITY. TO THE FULLEST EXTENT PERMISSIBLE BY APPLICABLE LAW, IN NO EVENT WILL ELAVON, OR ANY OF ITS OFFICERS, DIRECTORS, EMPLOYEES, SHAREHOLDERS, AFFILIATES, AGENTS, SUCCESSORS OR ASSIGNS, NOR ANY PARTY INVOLVED IN THE CREATION, PRODUCTION, HOSTING, DISPLAY OR TRANSMISSION OF THE SITE, CONTENT OR SERVICES, BE LIABLE TO YOU FOR ANY PERSONAL INJURY, PROPERTY DAMAGE OR ANY OTHER DIRECT OR INDIRECT DAMAGES OF ANY KIND, INCLUDING, WITHOUT LIMITATION, ANY SPECIAL, PUNITIVE, INCIDENTAL OR CONSEQUENTIAL DAMAGES, LOST PROFITS, LOST DATA, COST OF SUBSTITUTE GOODS OR SERVICES OR LOSS OF GOODWILL ARISING OUT OF THE USE, INABILITY TO USE, OR THE RESULTS OF USE OF THE SITE, CONTENT, SERVICES OR ANY WEBSITES LINKED TO THE SITE. YOU AGREE THAT THIS LIMITATION SHALL APPLY WHETHER BASED ON WARRANTY, CONTRACT, TORT OR ANY OTHER LEGAL THEORY AND WHETHER OR NOT YOU WERE ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

IN THE EVENT OF ANY PROBLEM WITH THE SITE, CONTENT OR SERVICES, YOU AGREE THAT YOUR SOLE REMEDY IS TO CEASE USING THE SITE, CONTENT OR SERVICES.

THE FOREGOING LIMITATIONS OF LIABILITY DO NOT APPLY TO THE EXTENT PROHIBITED BY LAW.

15. Indemnity. You agree to defend, indemnify and hold Elavon, its affiliates and any of their respective officers, directors, employees, representatives or agents harmless from and against any and all liabilities, costs, and expenses, including reasonable attorneys’ fees, related to, arising out of or in connection with (i) your use of the Site, Content or Services; (ii) your violation of any part of these Terms of Use; (iii) your violation of any law, rule or regulation of the United States or any other country; (iv) your User Submissions; or (v) any other party’s access to, or use of, your account or Account Credentials.

16. Release. In the event that you have a dispute with one or more other users of the Site, you release Elavon (and our officers, directors, agents, subsidiaries, joint ventures and employees) from claims, demands and damages (actual and consequential) of every kind and nature, known and unknown, suspected and unsuspected, disclosed and undisclosed, arising out of or in any way connected with such dispute, including, without limitation, any intellectual property dispute.

17. Termination. Elavon may cease making all or any part of the Site, Content or Services available at any time in its sole discretion. In addition, Elavon may suspend or terminate your account or your use of the Site, Content or Services at any time for any reason or for no reason in its sole discretion or in the event of any breach by you of these Terms of Use.

18. Data Collection and Use. The collection and use of data via the Site, Content and Services, including collection and use of data that is personally identifiable information, is governed by the Elavon Developer Portal Privacy Policy.

19. Transmission of Personal Data. You acknowledge and agree that by providing Elavon with any personal or proprietary user information through the Site, you consent to the transmission of such personal or proprietary user information over international borders as necessary for processing in accordance with Elavon’s standard business practices.

20. Export Controls. You shall not yourself, or permit any other person to, export, re-export, or release, directly or indirectly, any Content (including Documentation) or Services, or any products or software that include or use any of the foregoing, to any country, jurisdiction, or person: (a) to which such export, re-export, or release is prohibited by applicable law; or (b) without first completing all required undertakings (including obtaining any necessary export license or other governmental approval as may be required by the U.S. Export Administration Act, the Export and Import Permits Act (Canada), their associated regulations and notices, or any other applicable law). You are solely responsible for compliance with the laws of your local jurisdiction and any other applicable laws regarding the import, export, or re-export of Content (including Documentation) or Services, or any products or software that include or use any of the foregoing.

21. General. These Terms of Use are governed by all applicable federal laws of the United States of America and the laws of the State of Georgia, without regard to any choice of law provisions thereof. In the event of a dispute arising under or relating to these Terms of Use, you and Elavon mutually consent to the exclusive jurisdiction of the state and federal courts located in Fulton County, Georgia. A printed version of these Terms of Use will be admissible in judicial and administrative proceedings to the same extent and subject to the same conditions as other business documents and records originally generated and maintained in printed form.

Elavon may cooperate with any law enforcement authorities, lawful process, warrant, court order or subpoena requesting or directing us to disclose the identity of anyone utilizing the Site, Content or Services or requesting or directing us to provide any other information regarding use of the Site, Content or Services.

If any provision (or portion thereof) of these Terms of Use is held to be invalid or unenforceable, such provision (or portion thereof) shall be struck, and the remaining provisions or portions shall be enforced. You agree that these Terms of Use and all incorporated agreements may be automatically assigned by Elavon in our sole discretion. Headings are for reference purposes only and in no way define, limit, construe or describe the scope or extent of such section. We will not be deemed to have waived any of our rights or remedies with regard to these Terms of Use unless our waiver is in writing and signed by our authorized officer. No delay or omission on our part in exercising any rights or remedies will operate as a waiver. A waiver on one occasion will not be construed as a bar or waiver of any rights or remedies on future occasions. The terms and conditions set forth in these Terms of Use will survive termination to the extent necessary to have their intended or suggested effect, including, without limitation, terms relating to indemnification.

22. Language. The parties hereby acknowledge that they have required these Terms of Use and all related documents to be drawn up in the English language. Les parties reconnaissent avoir demandé que la présente convention ainsi que tous les documents qui s’y rattachent soient rédigés en langue anglaise.

23. Entire Agreement. Except as expressly provided herein, these Terms of Use are the entire agreement between you and Elavon with respect to the Site, Content and Services and supersede any prior understandings or agreements (written or oral) relating to this subject matter.