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SDK License Agreement

Paysafe Holding UK Limited
Copyright (c) 2024 Paysafe Holding UK Limited

SDK LICENSE​

TERMS AND CONDITIONS​

These SDK License Terms and Conditions (this “Agreement”) is between Paysafe Holding UK Limited, company number 03202517, whose registered office is at 2 Gresham Street, 1st Floor, London, England, EC2V 7AD, United Kingdom (“Paysafe”) and the person or entity accessing, installing, or using the SDK (“You” and “Your”).

1. INTRODUCTION.​

  1. Paysafe provides certain financial services including online payment processing, digital wallets, and ecommerce and cryptocurrency solutions (collectively, the “Services”). Paysafe has defined certain programming interfaces for use by You in developing applications that interact with the Services (as further described here, the “API”). This Agreement establishes the terms under which Paysafe will provide You with a limited license to access the API and certain related documentation, libraries, tools, tests, files, code, and other supporting materials made available by Paysafe in connection with the API (collectively, the “SDK”).

  2. BY DOWNLOADING, INSTALLING, ACCESSING, OR OTHERWISE USING THE SERVICES, API, OR SDK (COLLECTIVELY, THE “PLATFORM”) YOU ACCEPT THE TERMS OF THIS AGREEMENT. IF YOU DO NOT AGREE TO THE TERMS OF THIS LICENSE AGREEMENT, DO NOT DOWNLOAD, INSTALL, ACCESS, OR OTHERWISE USE THE PLATFORM.

  3. This Agreement applies to any SDK that includes, displays, or links to this Agreement, and to any updates, supplements, or support services for the SDK.

  4. Paysafe may change this Agreement by giving You reasonable advance notice before the change is in force. If You do not agree to any such change, then You must stop using the Platform before any such change take effect. If You do not stop using the Platform prior to any such change taking effect, then Your use of the Platform will continue under the changed Agreement.

  5. This Agreement supersedes and takes precedence over any prior agreement or proposal, oral or written, and any other communications between You and Paysafe relating to the Platform.

2. TERM.​

This Agreement is effective until terminated.

3. LIMITED LICENSE.​

During the term of this Agreement, and provided that You remain in compliance with this Agreement, Paysafe hereby grants You a limited, non-exclusive, non-transferrable, non-sublicensable, revocable right to access and use the SDK solely to: (1) develop software applications solely limited to the field of use of video games on personal computers and mobile applications, where the software applications are developed by You, are owned and controlled by You, and are intended for operation with the Services (the “Applications”); (2) enable the Applications to interface directly with the Services through the APIs as intended by Paysafe; (3) distribute the Applications to end-user customers residing solely within the country in which You reside (“End Users”); and (4) allow End Users of the Applications to access the Services through the Applications as made available to You by Paysafe through the SDK. Unless otherwise agreed in writing by the parties, the Applications that You may develop using the license hereunder are strictly limited to consumer-facing End User interactions with the Services, and under no circumstances may any Applications be for Your own server-side or back-office use. Notwithstanding anything to the contrary in this Agreement, You shall not develop or otherwise use any Applications for the purpose of dealing in spyware, adware or other malicious programs or code, counterfeit goods, items subject to United States embargo, unsolicited mass distribution of email, multi-level marketing proposals, emergency or life-saving services, or any libelous, defamatory, obscene, pornographic, abusive, or hateful speech or content. Except as expressly stated in this Section, Paysafe grants You no rights or licenses in or to the Platform, whether by implication, estoppel, or otherwise.

4. RESTRICTIONS.​

All access to and use of the Platform by You must be solely as expressly permitted herein. You acknowledges that the Platform and the software, hardware, data, databases, and other technology comprising the Platform (collectively, the “Technology”), constitute the valuable IPR (as defined below) of Paysafe. As an express condition to the rights granted to You under this Agreement, You will not and will not permit any End User or third party to: (1) use or access the Technology or any portion thereof for any purpose except as expressly provided in this Agreement; (2) modify, adapt, alter, translate, or create derivative works from the Technology; (3) distribute, resell, lend, loan, lease, license, sublicense, transfer, or make available the Technology, or any rights in or to the Technology to any third party, including any of Your affiliates; (4) access or use the Technology in any unlawful, illegal, or unauthorized manner; (5) in the sole opinion of Paysafe, access or use the SDK (or any other part of the Technology) in any manner that could damage, disable, overburden, or impair the Services or the servers, networks, or services of any third party, including, without limitation, any such damages, disabling, overburdening, or impairment caused by excessive messaging, denial of services attacks, spoofing, traffic redirection, or unauthorized computer or network monitoring; (6) except as permitted by applicable law or any open source license governing any component of the SDK, reverse engineer, decompile, disassemble, or otherwise attempt to derive the source code, structure, design, or method of operation for the Technology, including any reverse engineering of any binary code contained in the SDK; (7) circumvent or overcome (or attempt to circumvent or overcome) any technological protection measures intended to restrict access to the Technology; (8) interfere in any manner with the operation of the Technology or attempt to gain unauthorized access to the Technology; (9) use the SDK (or any other part of the Technology) to access or interface with any products, systems, applications, software, or hardware other than the Services; (10) develop any software or other technology for accessing or using the Services in a way other than through the SDK; (11) use automated scripts or processes to collect information from or otherwise interact with the Technology; (12) use any part of the Technology to develop, or facilitate a third party to develop, a product or service that is competitive to the Services or the Technology; or (13) alter, obscure, or remove any copyright notice, copyright management information, or proprietary legend contained in or on any Technology. All use of the Technology will be in accordance with any applicable documentation provided by Paysafe. Additionally, You shall (a) not permit any API calls or any tokens used to make API calls, each of which interact with the Platform, to be generated from, stored in, or used in connection with any network or system that is not fully under Your control; and (b) ensure that any tokens or other technologies used to make API calls to the Platform are not incorporated or made part of any Application in any way.

5. ADDITIONAL AGREEMENTS.​

In addition to this Agreement, you may be required to enter into certain additional agreements with either Paysafe or other third parties before being given access to elements of the SDK (each, an “Additional Agreement”). In the event of a conflict between any Additional Agreement and this Agreement, the Additional Agreement will control with respect to your access to and use of those elements of the SDK to which the Additional Agreement applies, and this Agreement will control in all other respects.

6. EULA.​

Prior to allowing any End User to use any Application, or to access the Services through any Application, You will ensure that each End User has entered into an end user license agreement applicable to the Application (a “EULA”). Each EULA will contain terms at least as protective of Paysafe and the Technology as the terms of this Agreement. Notwithstanding the foregoing, Paysafe reserves the right to review and approve each EULA prior to distribution of any Application. You will provide Paysafe with such information and assistance as may be required to verify that each End User has agreed to be legally bound by and remains in compliance with the EULA. You will remain solely responsible for all use of the Services by each End User and for each End User’s compliance or failure to comply with the EULA. You will immediately notify Paysafe upon becoming aware of any breach of any EULA by an End User and will fully enforce the terms of each applicable EULA against each End User in the case of any breach thereof. You will ensure that all information about each End User provided to Paysafe is and remains accurate and complete and that the provision thereof complies with all applicable laws, including data privacy laws. You will prevent unauthorized access to or use of the Services through any Application. You will notify Paysafe immediately of any such unauthorized access or use of the Services.

7. TESTING.​

You will develop each Application strictly in compliance with the terms of this Agreement, the SDK (including any documentation), and any additional instructions provided by Paysafe and will remain solely responsible for ensuring that You, Your employees’ and Your agents’, and any End Users’ operation of each Application remains in compliance with the terms of this Agreement, the SDK (including any documentation), and any such additional instructions. Prior to distributing or making any Application available for release to End Users (whether commercially or for evaluation purposes), You will self-test the Application to ensure that it operates properly with the Services through the SDK and complies with all applicable test suites for the Platform established by Paysafe (“Tests”). Following successful completion of such self-testing, You will submit a copy of each Application to Paysafe for review and testing by Paysafe. You hereby grant Paysafe all rights necessary for Paysafe to review and test each Application for compliance with the terms and conditions of this Agreement and all applicable Tests. You will not provide access to or use of an Application to any End User prior to confirmation by Paysafe that such Application has successfully completed such Tests. Notwithstanding successful completion of any Tests, Paysafe may, in its sole discretion, require You to cease distribution and operation of any Application if Paysafe, in its sole discretion, reasonably believes that the Application fails to comply with the terms and conditions of this Agreement or any applicable Tests.

8. DATA.​

  1. Your Data. You are solely responsible for all data, information, and other content (“Data”) provided to Paysafe through the SDK by or on behalf of You or any End User, whether via the Application or the Services (“Your Data”). As between You and Paysafe, You retain all of Your rights in and to Your Data. You hereby grant to Paysafe all rights and licenses in and to Your Data necessary for Paysafe to provide access to the Platform under this Agreement and to otherwise perform its obligations and exercise its rights under this Agreement. You represent and warrant to Paysafe that You have all right, title, and interest in, and have obtained all consents and permissions to, all Your Data necessary to grant Paysafe the foregoing rights and licenses (including as required by all applicable data privacy laws), and You agree to maintain such rights throughout this Agreement. Paysafe will not be responsible or liable for any deletion, correction, destruction, damage, loss, or failure with respect to any of Your Data. Paysafe may take remedial action if any of Your Data violates this Agreement, provided that Paysafe is under no obligation to review any of Your Data for potential liability.

  2. Platform Data. Any Data provided or made available to You or any End User through the Platform (“Platform Data”), excluding only Your Data, is owned by Paysafe and Paysafe’s data providers. You are solely responsible for obtaining consents from Paysafe’s data providers, in a form provided by or acceptable to Paysafe, allowing You and Your End Users to use the Platform Data (“Consents”). You covenant and agree to use any Platform Data solely within the scope of such Consents. Paysafe reserves the right to limit or suspend access by You to any portion of any Platform Data if Paysafe cannot reasonably verify that You have obtained all such Consents. All Platform Data is provided to You solely for informational purposes. You are solely responsible for verifying the accuracy, completeness, and applicability of all Platform Data before using or relying rely upon any Platform Data. Notwithstanding any Consent, You will not, and will not permit any third party to: (a) alter, modify, reproduce, or create derivative works of any Platform Data; (b) distribute, sell, resell, lend, loan, lease, license, sublicense, or transfer any Platform Data; or (c) alter, obscure, or remove any copyright, trademark, or any other notices that are provided on or in connection with any Platform Data. Except as set forth in this Agreement, You are granted no licenses or rights in or to any Platform Data.

9. MODIFICATIONS.​

Paysafe reserves the right to modify or release new versions of the SDK at any time by providing notice of the modifications or new versions to You. Upon such notice, You will obtain and use the most current version of the SDK within the time period stated by Paysafe. IF YOU ARE DISSATISFIED WITH ANY ASPECT OF THE MODIFICATIONS OR NEW RELEASE VERSIONS OF THE SDK AT ANY TIME, YOUR SOLE AND EXCLUSIVE REMEDY IS TO CEASE YOUR ACCESS TO AND USE OF THE PLATFORM.

10. SUPPORT.​

You are solely responsible for all support and maintenance relating to each Application, whether requested or required by You or any End Users. Unless Paysafe and You have entered into a separate support agreement, Paysafe is under no obligation to provide You or any End User with any support relating to the Platform, provided that Paysafe may provide support to You or directly to any End User if deemed necessary or appropriate by Paysafe.

11. COMPENSATION.​

Access to or use of certain elements of the SDK may require payment of fees, as specified in an Additional Agreement. Any such fees will be subject to the terms of this Agreement and any such other Additional Agreements. You are responsible for all payment of any applicable taxes, fees, value-added surcharges, import and export duties, and other assessments or duties levied or assessed against You or Paysafe by any governmental entity in connection with Your use of or access to the Platform, including any use of the Applications.

12. OWNERSHIP.​

Paysafe retains all right, title, and interest in and to the Technology; any updates, upgrades, enhancements, modifications, new versions, and improvements thereto, created by either party, either alone or with the other party or any third party (“Improvements”); and all intellectual property and proprietary rights therein or relating thereto throughout the world, including all copyrights, trademarks, trade secrets, patents (and patent applications), moral rights, rights in data and databases, and other intellectual property and proprietary rights, whether created before, on, or after the start of the term of this Agreement (“IPR”). As between You and Paysafe, You will maintain ownership of Your Applications, provided that You receive no ownership interest in or to any of the Technology, and no rights or licenses are granted to You to access or use any of the Technology, except for the rights expressly granted to You under this Agreement, regardless of whether any portions of the SDK or other portions of the Platform are used in or in connection with any Application. You agree to, and hereby do, assign to Paysafe any and all right, title, or interest in or to any Improvements, and all IPR therein or relating thereto, that may be acquired by You at any time. The Technology may include third-party software offered under an open source license or third-party content subject to a separate third-party agreement. To the extent any of such third-party terms conflict with this Agreement, such third-party terms will control solely with respect to such third-party software or content. If You provide comments, suggestions, recommendations, ideas, know-how, or other feedback about the Technology, Paysafe may use such information for any purposes without obligation to You, and all IPR in any such feedback are deemed (and hereby) licensed to Paysafe (with the right to sublicense through multiple tiers) for any purpose on a perpetual, irrevocable, worldwide, fully paid-up, sublicensable, transferrable, non-exclusive, and royalty-free basis and may be used or disclosed for any purpose. The names and logos of Paysafe and those of its affiliates, providers, and licensors are trademarks of Paysafe or such affiliates, providers, or licensors, as applicable, and no right or license is granted to You to use them.

13. TERMINATION AND SUSPENSION.​

Paysafe has the right to terminate this Agreement immediately if You fail to comply with any term of this Agreement. Additionally, Paysafe may, in its sole discretion, terminate or suspend access to the SDK at any time. Upon any termination or expiration of this Agreement: (1) all rights granted to You hereunder will immediately terminate; (2) Paysafe may cease providing access to the Platform to You; and (3) You will cease all use of the Platform and all Applications making use of the Platform and destroy all copies of the SDK and any Confidential Information in Your possession or control. Upon the request of Paysafe, You will certify in writing to Your compliance with the terms of this Section. Any provision which by its inherent meaning is to survive termination or expiration of this Agreement will so survive.

14. REPRESENTATIONS AND WARRANTIES.​

You represent, warrant, and covenant to Paysafe that: (1) You will maintain all rights, power, and authority necessary to enter into this Agreement and perform all of Your obligations under this Agreement; (2) Your use of the Platform will not violate, and will not cause Paysafe to violate, any federal, state, or local laws, rules, or regulations or the rights of any third party; and (3) except as set forth herein, You will obtain all rights, licenses, permits, and other approvals required for Your use of the Platform and Your performance under this Agreement.

15. DISCLAIMER.​

THE TECHNOLOGY IS PROVIDED BY PAYSAFE AND ITS LICENSORS AND PROVIDERS ON AN “AS IS” AND “AS AVAILABLE” BASIS, WITHOUT ANY REPRESENTATIONS, WARRANTIES, OR COVENANTS OF ANY KIND. PAYSAFE EXPRESSLY DISCLAIMS, AND YOU DISCLAIM ANY RELIANCE ON, ALL REPRESENTATIONS, WARRANTIES, AND COVENANTS, WHETHER EXPRESSED OR IMPLIED, REGARDING THIS AGREEMENT AND THE TECHNOLOGY, INCLUDING ANY AND ALL IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT. NO ORAL OR WRITTEN INFORMATION OR ADVICE GIVEN BY PAYSAFE OR ITS AGENTS OR REPRESENTATIVES WILL CREATE ANY REPRESENTATIONS, WARRANTIES, OR COVENANTS UNLESS CONFIRMED IN WRITING BY PAYSAFE AS AN AMENDMENT TO THIS AGREEMENT.

16. INDEMNITY.​

You will indemnify, hold harmless, and defend Paysafe (and its officers, directors, shareholders, employees, contractors, agents, successors, and assigns) from and against any claims, suits, demands, and actions and all resulting damages, liabilities, losses, judgments, settlements, penalties, fines, costs, and expenses (including reasonable attorneys’ fees) (each, a “Claim”) incurred in connection with or as a result of: (1) Your use of or access to the Technology, including any data, information, content, or results generated through the Platform; (2) any of Your Data, Applications, or any access thereto or use thereof; (3) Your breach of any provision of this Agreement; or (4) damage to property or injury to or death of any person directly or indirectly caused by You or any of Your employees or agents. Paysafe may participate in the defense of any Claim, and You will not settle any Claim without the prior written consent of Paysafe.

17. LIMITATION OF LIABILITY.​

IN NO EVENT WILL PAYSAFE BE LIABLE TO YOU OR TO ANY THIRD PARTY FOR ANY SPECIAL, INDIRECT, INCIDENTAL, EXEMPLARY, PUNITIVE, OR CONSEQUENTIAL LOSSES OR DAMAGES OF ANY KIND ARISING OUT OF THE TECHNOLOGY OR THIS AGREEMENT, INCLUDING ANY LOST, CORRUPTED, OR ALTERED DATA OR INFORMATION; LOSS OF USE OF DATA OR INFORMATION; RECOVERY OF DATA OR INFORMATION; OR LOSS OR INTERRUPTION OF BUSINESS OR REVENUE, EVEN IF PAYSAFE HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH LOSSES OR DAMAGES AND WHETHER OR NOT SUCH LOSSES OR DAMAGES ARE FORESEEABLE AND EVEN IF ONE OR MORE OTHER REMEDIES FAIL OF THEIR ESSENTIAL PURPOSE. THE MAXIMUM CUMULATIVE LIABILITY OF PAYSAFE RELATING TO THE TECHNOLOGY OR THIS AGREEMENT WILL UNDER NO CIRCUMSTANCES EXCEED THE GREATER OF THE AMOUNTS PAID OR PAYABLE TO PAYSAFE BY YOU UNDER THIS AGREEMENT OR $10.00 USD. IN JURISDICTIONS WHERE LIMITATION OF LIABILITY FOR CONSEQUENTIAL OR INCIDENTAL DAMAGES IS NOT PERMITTED, PAYSAFE’S LIABILITY IS LIMITED TO THE MAXIMUM EXTENT PERMITTED BY LAW.

18. CONFIDENTIALITY.​

For purposes of this Agreement, “Confidential Information” means the Technology, Platform Data, and all other documentation, information, data, and materials provided by or obtained from Paysafe, regardless of the form thereof, including all copies thereof. You will use the Confidential Information only if expressly permitted to do so by Paysafe herein and, if not permitted to do so, will not use such Confidential Information. You may disclose the Confidential Information only to those of Your employees who have a need to know the Confidential Information for purposes of the use thereof and who are bound by a written legal obligation of confidentiality at least as protective of the Confidential Information as the terms of this Agreement. You will not otherwise disclose the Confidential Information without Paysafe’s prior written consent. You will treat all Confidential Information with the same degree of care as You treat Your own confidential information which, in no event, will be less than reasonable care.

19. DATA PRIVACY.​

Paysafe may collect, use, and share Data in connection with the operation and use of the Technology in accordance with the terms of the Paysafe Privacy Policy available here (the “Privacy Policy”). Paysafe may update the Privacy Policy from time to time, and Your continued exercise of the license rights granted to You under this Agreement shall be deemed Your acceptance of any such updates.

20. DISPUTES.​

The parties will attempt to resolve any disputes, controversies, or claims arising under, out of, or relating to this Agreement (“Disputes”) via good faith negotiations between each party, involving such levels of management as are required to resolve such Dispute. Any Dispute that cannot be resolved through good faith negotiations between the parties will be settled exclusively through binding arbitration as follows. If within 10 business days, or 5 business days in the event of a Dispute related to IPR, the parties are unable to resolve any Dispute, either party may submit the Dispute for final settlement through binding arbitration by the International Chamber of Commerce (“ICC”) under its arbitration rules then in effect (the “Rules”). Either party may commence the arbitration by delivering a request for arbitration as specified in the Rules. The arbitration will be conducted before a sole neutral arbitrator selected by agreement of the parties. If the parties cannot agree on the appointment of a single arbitrator within 30 days (the “Initial Period”) after either party to this Agreement delivers a request for arbitration, a neutral arbitrator will be selected as provided in the Rules. The seat of the arbitration shall be the United States of America, and the arbitration will be conducted in the English language in Duval County, Florida (USA) or such other location as may be designated by Paysafe. The award of the arbitrator(s) will be the exclusive remedy of the parties for all claims, counterclaims, issues, or accountings presented or plead to the arbitrator. The award of the arbitrator will require payment of the costs, fees, and expenses incurred by the prevailing party in any such arbitration by the non-prevailing party. Judgment upon the award may be entered in any court or governmental body having jurisdiction thereof. Any additional costs, fees, or expenses incurred in enforcing the award may be charged against the party that resists its enforcement. Notwithstanding the terms of this Section, nothing in this Agreement will limit either party’s right to seek immediate injunctive or other equitable relief in any court of competent jurisdiction in the event of any actual, suspected, or anticipated breach of this Agreement or any IPR of either party.

21. NOTICES.​

Paysafe may give notices to You, at Paysafe’s option, by posting on any portion of the Paysafe Developer Website, or by electronic mail to any email address provided by You to Paysafe. You may give notices to Paysafe at 5335 Gate Parkway, Fourth Floor, Jacksonville, Florida 32256, USA, Attn: Legal Department. Notices given by You under this Agreement will be via reputable personal delivery or overnight courier service. Notices by Paysafe will be effective upon delivery, and notices by You will be effective upon receipt by Paysafe. Either party may change its address for notice by giving notice of the new address to the other party.

22. GOVERNING LAW AND VENUE.​

This Agreement will be governed by the Laws of the State of Florida (USA), without regard to conflicts of law principles thereof. Subject to the arbitration provisions of this Agreement, the parties acknowledge and agree that the federal and state courts located in Duval County, Florida (USA) will have sole and exclusive jurisdiction over any disputes arising hereunder. The parties irrevocably submit to the personal jurisdiction of such courts.

23. ASSIGNMENT.​

You may not assign, transfer or delegate, in whole or in part, whether by assignment, sale, merger, reorganization, operation of law, or otherwise, this Agreement or any of Your rights or obligations under this Agreement, to any third party without the prior written consent of Paysafe. For the purposes of this Agreement, any change of control of You will be deemed an assignment. Paysafe may assign this Agreement with or without notice to You. Any assignment in violation of any of the foregoing in this Section 23 will be null and void and will be considered a breach of this Agreement.

24. NON-ENDORSEMENT.​

It is expressly agreed and understood by the parties that this Agreement does not constitute an endorsement by Paysafe of You, nor the products, actions, behavior, or conduct of You, and any misrepresentation by You to the contrary, in any context and in any forum, will constitute a material breach of this Agreement, and the same will be grounds for immediate termination of this Agreement by Paysafe, notwithstanding any provision to the contrary in Section 13 above. In the event of any such misrepresentation, Paysafe may require You to publicly acknowledge the misrepresentation in a like forum in which the misrepresentation was made.

25. GENERAL.​

This Agreement supersedes all oral or written agreements or understandings between the parties as to the subject matter of the Agreement other than any Additional Agreement You may enter into regarding the Platform. This Agreement is in the English language, which language will be controlling in all respects. The waiver of a breach of any provision of this Agreement will not operate or be interpreted as a waiver of any other or subsequent breach. In no event will Paysafe be liable for any responsibilities or obligations of You hereunder (or any failure by You to fulfill such obligations). If any provision of this Agreement is held by an arbitrator or a court of competent jurisdiction to be unenforceable, such provision will be changed and interpreted to accomplish the objectives of such provision to the greatest extent possible under applicable law, and the remaining provisions of this Agreement will continue in full force and effect. Paysafe will not be held responsible for failure or delay in the performance of any obligation under this Agreement if such failure or delay is beyond its reasonable control. The parties are independent contractors, and nothing in this Agreement will be construed as creating an employer-employee relationship, a partnership, or a joint venture between the parties. Neither party is an agent of the other, and neither party is authorized to make any representation, contract, or commitment on behalf of the other party. Except for any permitted indemnitees, no term of this Agreement will be construed to confer any third-party beneficiary rights on any non-party. Each and every right and remedy hereunder is cumulative with each and every other right and remedy herein or in any other agreement between the parties or under applicable law. The Technology is subject to U.S. export control laws and may be subject to export or import regulations in other countries. You agree to strictly comply with all such laws and acknowledge that You have the responsibility to obtain such licenses to export, re-export, or import as may be required. The words “include,” “includes,” and “including” mean “include,” “includes,” or “including,” in each case, “without limitation.” The parties expressly waive any applications of the U.N. Convention on Contracts for the International Sale of Goods with respect to the performance or interpretations of this Agreement.