Payworks API Developer Portal Terms of Use

Welcome to the Payworks API Developer Portal website located at https://anypoint.mulesoft.com/exchange/portals/payworks-0/ and the webpages, content and services contained therein (the “Developer Portal”). Please read these Terms of Use (“Terms”) carefully before accessing or using the Portal in any way. All use of the Portal is subject to these Terms. By using the Portal, you acknowledge that you have read, understood and agree to be bound by these Terms. If you do not agree with these Terms, please do not use the Portal. Payworks may modify the Terms at any time without notice or liability to you. Such modifications shall be effective immediately upon posting on the Portal. Your continued use of the Portal shall be deemed your conclusive acceptance of such modified Terms. In these Terms, “Payworks” means Payworks Inc., including its affiliates, officers, directors, employees, consultants, agents, representatives, partners, licensees or licensors, as applicable. From time to time in these Terms, Payworks is also referred to as “we” or “us.” The Terms were last updated on August 26, 2024.

If you are using the Portal on behalf of another person, including a corporate entity, you confirm (1) that you have the authority to legally bind that person to these Terms, and (2) your agreement that both you and the other person will be bound by these Terms and any references to “you” or “your” will be references to you and any such other person.

Applicable Terms

You agree that, except as otherwise stated below, the Payworks Site Terms of Use https://www.payworks.ca/legal/terms-of-use shall apply to your use of the Platform. For the purposes of interpretation, references to “Site” in the Payworks Site Terms of Use shall be deemed to include the Platform. You agree that the terms set out below are additional and supplementary to the Payworks Site Terms of Use, and agree to comply with all applicable terms.

API License Terms

In addition, you agree that any use of the Payworks API application programming interfaces and any associated API documentation or materials made available by Payworks from time to time (including any demo or trial versions thereof) are subject to the Payworks API License Agreement.

Account

Certain parts of the Platform are only accessible by creating an account. This will involve you providing us with certain information, agreeing to further terms and conditions, and selecting log-in Information, including username and password. Once you have created an account, you will receive a verification email at the email address you provided to us, which will contain a verification link. You must click on the verification link to complete the registration.

Right to Limit Use

Payworks reserves the right to limit your use of the Platform or to cancel or temporarily deactivate your access to the Platform at any time. Without limiting the foregoing, you agree that Payworks may, in its sole and unfettered discretion and without notice to you: (i) limit or withdraw your access and use of the Platform at any time for security or privacy concerns or concerns regarding the Platform’s capacity or integrity; and (ii) withdraw your access to the Platform on a temporary basis while any such concern is being addressed.

Intellectual Property

The Portal and all webpages, content, and services contained therein and all intellectual property rights therein and thereto (“Payworks’ IP”) are and remain the sole and exclusive property of Payworks. Nothing contained on the Portal should be considered as granting, by implication, estoppel, or otherwise, any license or right to use in any manner any such Payworks’ IP. Use of any such Payworks’ IP, except as expressly authorized, shall constitute an infringement or violation of the rights of Payworks and/or the respective owner(s) and may be a violation of laws.

Use of the Platform

In addition to the restrictions set forth in the Payworks Site Terms of Use, you shall not directly or indirectly:

• use the Platform 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;
• use the Platform in any manner that could disable, overburden, damage, or impair the Platform, Payworks' systems or networks, or interfere with any other party's use of the Platform, including their ability to engage in real time activities through the Platform;
• violate, attempt to violate, or knowingly facilitate the violation of the security or integrity of the Platform;
• otherwise attempt to interfere with the proper working of the Platform; or
• otherwise deal with the Platform, except as expressly provided in these Terms.

No Maintenance or Support

Unless otherwise agreed in writing with you directly, we have no obligation to provide maintenance or support for, or to users of, the Platform, including without limitation training or other assistance.

Aggregated Data

You agree that Payworks may collect, compile, and analyze data and information related to your use of the Platform ("Usage Data"). Further, you agree that Payworks may collect, compile, and analyze any data about you, your business, your employees, your customers, and all other information that is routed into or used with the Platform by you, your employees and agents (“User Data”) where such data is de-identified, anonymized and aggregated with other user data such that it cannot be reverse engineered into identifiable User Data (“Aggregated Data”). As between you and Payworks, all right, title, and interest in and to the Usage Data and the Aggregated Data, and all intellectual property rights therein, belong to and are retained solely by Payworks. Further, you agree that Payworks may use the Usage Data and Aggregated Data for its internal business purposes, share such Usage Data and Aggregated Data with its affiliates, agents, customers, and business partners, and may retain Usage Data and Aggregated Data for future use. In addition, you agree that Payworks may impose additional restrictions on your use of the Platform as a result of our evaluation of your Usage Data.

Disclaimer of Warranties and Limitations of Liability; Indemnities

All disclaimers of warranties and exclusions and limitations of liability included in the Payworks Site Terms of Use shall be applicable with respect to the Platform and Payworks’ provision and your use thereof. Further, you acknowledge and agree that such disclaimers and exclusions and limitations of liability provided to Payworks shall also extend to Payworks’ licensors. Correspondingly, you also agree that your indemnity obligations (as described in the Payworks Site Terms of Use) shall also extend to Payworks’ licensors, as applicable.

Miscellaneous Terms

These Terms are governed by and construed in accordance with the laws of the province of Manitoba and the laws of Canada applicable therein, and shall be treated in all respects as a Manitoba contract without giving effect to their conflict of laws principles. You expressly consent to the exclusive forum, jurisdiction, and venue of the courts of Manitoba, or any other judicial district or jurisdiction as Payworks may determine in any and all actions, disputes, or controversies relating hereto.

Contact

The Platform is operated by Payworks Inc., 80 Payworks Way, Winnipeg, MB, R3Y 2L5. If you have any questions, concerns or comments about the Platform, please contact us at: legal@payworks.ca. © Copyright (2024) Payworks Inc. All rights reserved.