This is a legal agreement between us and the entity or person doing business in their individual capacity (“you,” “your,” or “user”) who registered for access to and use of the Developer’s Tools. These Terms describe the terms and conditions that apply to your use of the Developer’s Tools.
By accessing or using the Developer’s Tools you agree to these Terms. We may amend these Terms at any time by posting a revised version on our website. The revised version will be effective at the time we post it. In addition, if the revised version includes a substantial change, we will provide you with 30 Days’ prior notice of any substantial change by posting a notice on our website.
Veem is located at 1160 Battery St. East, Suite 100, San Francisco CA 94111 U.S.A.
1.1 Veem Developer Platform. The Veem Developer Platform is a global payments platform open to Developers. Our Developer’s Tools offer you the ability to build Applications that interact with Veem. Our goal is to encourage innovation, creativity and greater use of Veem Services. Your use of Veem Services, excluding Developer Tools, in connection with your Veem Account is covered by the Veem Terms of Service, as may be amended from time to time, or a separate written agreement between you and Veem.
1.2 Veem Developers. We consider you to be a Developer if you access or use the Developer’s Tools for any purpose including building an Application and/or making an API Call, irrespective of whether your use is for your own benefit or as a third party service provider. All Developers and API Callers are jointly and severally subject to the terms and conditions of this Agreement. Developers must have a Veem Account in good standing.
1.3 App ID and API Credentials. Veem will provide you a unique confidential identification code, certificate and App ID that enable you to use the Developer’s Tools. Veem may also provide you with API Credentials for testing and/or production. Veem may immediately terminate or revoke your App ID and/or API Credentials for any reason in Veem’s sole discretion. You may not sell, transfer, sublicense, or disclose your App ID, API Credentials or other Veem Account credentials to any third party, other than a service provider performing services on your behalf, and you agree to notify Veem immediately of any violation of these obligations. You are liable for all activities performed with your App ID, API Credentials or other Veem Account credentials.
2. The Sandbox – The Developer’s Testing Environment.
You agree that all use of the Sandbox will be in accordance with Veem’s usage policies for Developer’s Tools which are subject to change from time to time. Veem may post on the Developer site and/or Developer blog, and/or send an email to you with notices of any changes. You agree that Veem will not be liable to you or any third party for any modification or cessation of Developer’s Tools, including the Sandbox. All accounts and transactions made in the Sandbox are not real and no real money is transferred. The Sandbox is provided to you on an “as-is” basis and Veem does not guarantee up-time or availability. You agree that you will not use any robot, spider, or other automatic device to create Veem accounts for Sandbox use and you will not take any action that imposes an unreasonable or disproportionately large load on our infrastructure.
3. Live Access.
Your Application will be given Live Access if the following requirements are met:
3.1 Account in Good Standing. The API Caller of the Application has a Veem Account in good standing. You agree to provide information about you, the Account holder and/or the business owner to Veem before receiving live credentials.
3.2 Application Approval. In certain instances, Your Application must receive prior approval from Veem. You must complete our online questionnaire and submit any information we request so we can review your Application. All approval decisions will be made in Veem’s sole discretion. Decisions are based on factors including but not limited to whether the Application functions in accordance with your representations, complies with the Veem Developer rules, is consistent with the Veem Agreements and is not likely to prove harmful to Veem, Veem Users or the Veem community.
Support. Veem may provide you with support or modifications for the Developer’s Tools (collectively, “Support”) in its sole discretion. Veem may terminate such Support at any time without notice to you. Veem may change, suspend, or discontinue any aspect of the Developer’s Tools, at any time, including the availability of any Veem APIs. Veem may release subsequent versions of APIs, and you may be required to use those subsequent versions. Veem may also impose limits on certain features and services or restrict your access to parts of or all of the Developer’s Tools without notice or liability.
5. Working with Veem as a Developer.
5.1 General Requirements. If you are a Developer or Channel Partner, you must have a Veem Account in good standing and not engage in any acceptance practices that discriminate against or discourage the use of Veem;
5.2 Checklist. Your Application and your use of the Developer’s Tools must comply with the following:
5.2.1 Legal Agreements and Related Policies. Your Application and your use of the Developer’s Tools must comply with the following Legal Agreements and policies:
(a) this Agreement,
(b) the User Agreement, both the version that applies to you together with any other version that applies to users of Your Veem-enabled Services; if you accept users from countries other than the one in which you reside (or are incorporated, if a company), then the version of the User Agreement for the user’s country applies to that user;
(c) Acceptable Use Policy, both the version that applies to you together with any other version that will apply to users in other countries served by Your Veem-enabled Services, as well as all referenced rules and policies under such agreements, all of which are incorporated herein by this reference; and
(d) any other agreement you have entered into with Veem.
5.2.2 Product Documentation / Specifications. Veem’s technical/product/API requirements as communicated in the documentation, integration guidelines and specifications provided or made available to you, or as otherwise specified by Veem from time to time.
5.2.3 Branding Requirements. Veem’s Branding Requirements.
5.2.4 Veem User Information Requirements. Veem’s Information Security Requirements.
5.2.5 Laws/Regulations/Rules. All applicable laws, regulations, and third party payment network rules and regulations (such as Visa, MasterCard, American Express, Discover, NACHA, etc.) related to your use of the Developer’s Tools and Veem Services, and your provision of the Your Veem-enabled Services, your promotional activities and other business activities.
5.2.6 Other Requirements. Any other Veem requirements that we provide to you in our sole discretion. 5.3 Beta Tools and Services.
5.3 Beta Developer Tools
5.3.1 Beta Developer’s Tools. You acknowledge and agree that: (a) any and all Developer’s Tools identified as “Beta” (“Beta Developer’s Tools”) may not operate properly, be in final form or fully functional; (b) Beta Developer’s Tools may contain errors, design flaws or other defects; (c) it may not be possible to make the Beta Developer’s Tools fully functional; (e) the information obtained using Beta Developer’s Tools may not be accurate; (f) use of Beta Developer’s Tools may result in unexpected results, loss of data or communications or other unpredictable damage or loss; (g) Veem is under no obligation to release a non-Beta version of Beta Developer’s Tools; and (h) Veem has the right unilaterally to abandon development of any and all Beta Developer’s Tools, at any time and without any obligation or liability to you.
5.3.2 No Warranties. You acknowledge that any and all Beta Developer’s Tools (a) are Veem’s test products and their reliability and accuracy cannot be guaranteed; and (b) must be accepted “as is,” without any express or implied warranties or service levels, including without limitation, the warranties of merchantability, fitness for a particular purpose and non-infringement.
5.4 Do Not Circumvent Veem Policies. You may not create an Application or provide Your Veem- enabled Services that are designed to, or have the effect of, circumventing Veem’s rules and policies as described in any policy document or legal agreement.
5.5 No Avoidance of Account Limits. You may not create, implement or use any means of avoiding, modifying, or circumventing Veem’s account limits for sending, receiving or withdrawing funds.
5.6 Providing Correct Information. All information that you submit to Veem (or Veem’s agent) in connection with your use of the Developer’s Tools must be true, correct, and complete. This includes the following: (i) information you submit directly to Veem as part of Application Review, API Caller Certification, or in response to a request from Veem for information, (ii) information you submit through an API Call, and (iii) information you provide to a Veem User, Your User, or other third party in connection with your use of the Developer’s Tools or provision of your Veem- enabled Services.
5.7 Costs. You are responsible for all costs and expenses related to your use of the Developer’s Tools including all required modifications to your Application. Veem will not reimburse you for any costs or expenses, even if your Application is rejected.
5.8 Feedback. You are welcome to provide suggestions, comments or other feedback (“Feedback”) to Veem regarding Veem’s Confidential Information, Developer’s Tools or Intellectual Property, but Veem is not obligated to take any action in response to your Feedback. In addition, you agree to the following:
5.8.1 All Feedback will be given entirely voluntarily;
5.8.2 Feedback, even if marked confidential, will not create any confidentiality obligations on Veem unless Veem has otherwise agreed in a signed agreement;
5.8.3 Veem will be free to use, disclose, reproduce, distribute, implement in the Developer’s Tools and otherwise commercialize all Feedback that you provide without obligation or restriction of any kind on account of intellectual property rights or otherwise;
5.8.4 You waive all rights to be compensated or seek compensation for your Feedback;
5.8.5 Veem owns all right, title, and interest in and to the Developer’s Tools, including all intellectual property rights therein, even if Veem incorporates any of your Feedback into subsequent versions of any and all of the Developer’s Tools, and you will not earn or acquire any rights or licenses in the Developer’s Tools (Beta or non-Beta) or in any Veem intellectual property rights by virtue of your providing Feedback to Veem.
6. Your Relationship With Your Users.
6.1 Express Consent Required. You must receive Your Users’ Express Consent to provide Your Veem- enabled Services. In addition, you must receive Your Users’ Express Consent for all actions you take that are necessary, related to, or resulting from your provision of Your Veem- enabled Services. For example, you must have a Veem User’s Express Consent to make an API Call on behalf of or for the benefit of that Veem User, or to use or store Veem User Information as necessary to provide Your Veem-enabled Services. You must provide a Veem User with the ability to withdraw his or her Express Consent by either directly providing the Veem User with the ability to do so, or by providing the Veem User with information about how to do so on the Veem website (if applicable).
6.2 Provide Customer Support. You are responsible for the operation of your Application, the provision of the Your Veem-enabled Services, and all related customer support, as well as for providing customer support for the goods and services you sell. You must provide Your Users with information regarding your customer support policy and a customer support email address. In addition, we recommend that you provide a customer support telephone number and website.
7. Activities Subject To Additional Restrictions.
You must receive our prior approval of Veem if you would like to create/offer an Application which is designed for or results in any of the following:
7.1 Expand Global Functionality. Any Application that expands Veem’s send, receive, withdraw methods or available currencies beyond that which is described for each country and currency on Veem’s website.
7.2 Provide Remittance Services. Any Application that provides remittance services. Remittance services means any service that is: (i) an international (cross border) transfer of funds from a Sender to a Recipient, (ii) without an underlying sale or other bona fide commercial purpose for the transfer.
7.3 Provide Additional Funds-in or Funds-out Methods. Any Application that provides additional ways for a Veem User to put funds or value into his/her Veem Account, or withdraw funds or value from his/her Veem Account.
7.4 Provide Banking Services. Any Application which either holds money for eventual payment to someone other than the Application’s API Caller or which offers or provides credit, either directly or as a broker or arranger between third parties, or any Application that would require licensing as a bank or other financial service provider, or as an escrow service in the jurisdiction where the service’s users reside.
7.5 Allow Card-Present Transactions. Any Application that allows a Veem User or customer to make a payment directly using a payment card at a physical point of sale or point of interaction, using any means available such as a magnetic card reader, mobile phone, EMV terminal, automated teller machine (ATM), kiosk, using near field technology or radio frequency identification, or any other physical location purchase.
7.6 Perform Activities Requiring Approval under the Acceptable Use Policy. Any Application that performs activities or allows for the sale of goods or services for which Prior Approval is required by Veem’s Acceptable Use Policy.
8. Payment Rules for Your Applications.
8.1 No Payment Aggregation. This applies to all Purchase Payments.
8.1.1 All payments must flow directly from the Buyer’s Veem Account to the Seller’s Veem Account. Payments may not flow from the Buyer to a third party and then be transferred to the Seller.
8.1.2 The Seller must be the Seller of Record and be identified as such to the Buyer in the context of the sale. Identification may consist of listing the Seller by full name in the sale terms, on a website used or referenced in the sale, or in other representations to the Buyer at or near the time of sale. Identifying an agent or intermediary in the sale transaction is not sufficient identification of the actual Seller.
8.2 Seller Requirements. As Seller, you must do all of the following:
8.2.1 Enter into a direct contractual relationship (agreement) with the Buyer to provide goods or
services in exchange for payment or other value;
8.2.2 Be the responsible party for completing the transaction to the reasonable satisfaction of the Buyer, including:
(a) Ensure that the products are delivered to the Buyer or the services are performed for the Buyer in accordance with your agreement with the Buyer. You do not have to be the actual party delivering the products or performing the services, but the Buyer must have recourse against you if the performance or delivery fails to reach the Buyer;
(b) Provide refunds or otherwise resolve Buyer complaints in accordance with your agreement with the Buyer;
(c) Provide customer support directly or through a third party service provider; and (d) Accept all Transaction Liability and liability under Veem’s Acceptable Use Policy.
(e) If you delegate the performance of these Seller Requirements to a third party, you remain responsible to Veem for their proper performance.
8.3 Veem Account Transparency. If your Application or Your Veem-enabled Services allow people to send or receive money through Veem, then the following requirements apply:
8.3.1 Each party sending or receiving money must have a Veem Account;
8.3.2 The first page of your payment or checkout process must inform Your Users that a Veem Account is required to send a payment through your Application. To do so, you may use the following language or something substantially similar:
“To send (or receive) payments you must have a Veem Account. Payments will be sent from your Veem Account to the Recipient’s Veem Account.”
8.3.3 You must add “Powered by Veem” to the first page of your payment flow.
8.4 Take-Down Process. If Veem determines, in its sole discretion, that you are selling goods or services that violate this Agreement, the User Agreement, or the Acceptable Use Policy, you must, if Veem requests, stop using Veem Services in relation to the goods or services causing the violation.
9. License Rights & Intellectual Property.
9.1 License to You. Subject to the terms of this Agreement and while it remains in effect, Veem grants you a revocable, non-exclusive, non-transferable license to access, integrate and use the Developer’s Tools into your Application to provide Veem-enabled Services. This license grant includes the software and all updates, upgrades, new versions and replacement software for your personal use only.
9.1.1 You may not rent, lease or otherwise transfer your rights in the software to a third party.
9.1.2 You must comply with the implementation and use requirements contained in all Veem documentation accompanying the Veem Services. If you do not comply with Veem’s implementation and use requirements you will be liable for all resulting damages suffered by you, Veem and third parties.
9.1.3 Veem may change or discontinue any APIs upon notice to you.
9.1.4 You agree not to alter, reproduce, adapt, distribute, display, publish, reverse engineer, translate, disassemble, decompile or otherwise attempt to create any source code that is derived from the software.
9.1.5 You acknowledge that all rights, title and interest to Veem’s software are owned by Veem.
9.1.6 Any third party software application you use on the Veem website is subject to the license you agreed to with the third party that provides you with this software. Veem does not own, control nor have any responsibility or liability for any third party software application you elect to use on the Veem website and/or in connection with the Veem Services.
9.2 License to Veem. You provide Veem with a paid-up, royalty-free, revocable, worldwide, non- exclusive, non- transferable license to use your Application for testing, review or other related purposes to ensure that your Application complies with this Agreement. You may revoke this license at any time by providing written Notice to Veem. If you revoke this license, this Agreement will immediately terminate. Upon license revocation, you may request removal of your Application from Veem websites. Veem will make commercially reasonable efforts, as determined in its sole discretion, to remove all references and links to your Application from Veem websites. Veem has no other obligation to delete copies of, references to, or links to your Application.
9.3 Veem Marks. Subject to the terms of this Agreement, Veem grants you a revocable, non- exclusive, non- transferable license to use the Veem Marks solely in connection with advertising and marketing Your Veem-enabled Services and in accordance with Veem’s Branding Requirements. Any use of the Veem Marks that is outside the scope of the Branding Requirements requires Veem’s Prior Approval.
9.4 Your Marks. You grant Veem a revocable, non-exclusive, non-transferable, worldwide, royalty- free license to use your Marks to publicize your use of the Developer’s Tools and your Application. Veem may do so (i) through press releases, public announcements, and other oral communications at conferences, media events, or other marketing opportunities; (ii) on the Veem website or through other electronic communications such as emails to Veem Users, newsletters, or in materials that Veem otherwise makes publicly available; and (iii) through any other means of communication to promote the use of Veem, the Developer’s Tools, and/or your Application.
9.5 Intellectual Property.
9.5.1 Veem retains all rights, title and interest in the Intellectual Property embodied in or associated with the Developer’s Tools (including but not limited to APIs), Veem technology and any content derived therefrom.
9.5.2 You retain all rights, title and interest in the Intellectual Property of those portions of your Application that do not include the Developer’s Tools or any other Veem Intellectual Property.
9.5.3 You represent and warrant that your Application, including but not limited to the name of the Application and all content in your Application, does not infringe the Intellectual Property rights of Veem or any third party.
9.5.4 There are no implied licenses under this Agreement, and any rights not expressly granted are reserved by Veem. Except as licensed expressly herein, this Agreement does not transfer any Intellectual Property rights between the parties.
9.6 Competitive or Similar Materials. Notwithstanding the foregoing, in no event will Veem be precluded from developing for itself, causing to be developed, acquiring, licensing or developing for third parties any products or services that are competitive with your Application or Your Veem- enabled Services, so long as Veem does not infringe your intellectual property rights. Similarly, Veem may create and develop marketing and distribution materials about competing products and services offered by Veem as long as those materials do not infringe your intellectual property rights.
10. Data Protection and Privacy.
Laws on privacy vary greatly between different countries. You must follow the laws of the country in which Your Users reside, besides any privacy laws that may apply to you as a resident of your country.
10.1 In any event, you must follow these rules:
10.1.1 Veem User Information – Permitted Activities. You may use the Developer’s Tools to query the Veem Database to collect, use, and store Veem User Information (but not Prohibited User Information) as long you comply with the following requirements:
(a) Your collection and use of the Veem User Information must be limited to that which is necessary to perform the Your Veem-enabled Services;
(b) You must receive the Veem User’s Express Consent to perform the Your Veem-enabled Services that require you to collect, use, and/or store Veem User Information (this is a requirement for all Your Veem-enabled Services and is repeated in this section for the purposes of completeness); and
(c) Your storage of the Veem User Information must comply with Veem User Information Requirements as provided by Veem.
10.1.2 Veem Prohibited User Information. You may not collect, capture, use or store Veem Prohibited User Information from Veem. Veem Prohibited User Information means the following information received in connection with your provision of the Your Veem-enabled Services or use of the Developer’s Tools:
(a) Government issued identity number, including: (1) Identifiers used for tax or claiming government benefits such as social security number, tax identification number, or similar health or tax insurance number in the relevant country; (2) National identity number; (3) Passport number; (4) Driver’s license number; (5) Any other government issued identifier.
(b) Log-in credentials, including: (1) Password; (2) PIN; (3) Security questions and answers.
(c) Financial information, including full bank account number.
10.1.3 Veem User Information – Deletion Requirements. The following Veem User Information must be deleted within 48 hours of receipt:
(a) Information pertaining to the Veem User’s balance, Payment Method used to fund a transaction, or transaction history;
(b) The last 4 digits of a Veem User’s bank account and
(c) Date of birth.
All other Veem User Information must be deleted at the earliest commercially reasonable time.
10.1.4 Prohibited Activities. You may not do any of the following:
(a) Collect personal information, financial information, business information or any other information directly from Your User, a Veem User, or any other third party on behalf of Veem. This means that any information that you submit to Veem through an API Call, must be customer information that you already have in your possession and not customer information that you collected for the sole purpose of submitting it to Veem to allow Your User or a third party to create a Veem Account.
(b) Publicly display Veem User Information without the Express Consent of the Veem User. For example, you may not have an Application that would publicly display a Veem User’s email address or name to identify the User as donating money to your charity;
(c) Use the Veem User Information to send unsolicited communications or for any other purpose except the purpose for which it was provided;
(d) Sell, lease, rent, transfer, assign or otherwise disclose Veem User Information to a third party;
(e) Use the Veem User Information to perform competitive, comparative or any other type of analysis to develop marketing or business strategies directly or indirectly targeting Veem Users; or
(f) Use the Veem User Information to engage in marketing or other sales activities.
10.1.5 Additional Requirements. Veem may, in its sole discretion, provide you with additional requirements related to your collection, use, or storage of Veem User Information.
11.1 Confidential Information Defined. Confidential Information means all information that Veem provides to you under this Agreement, including but not limited to the following: (i) the Veem User Information and all other information you receive through an API Call or otherwise related to your provision of Your Veem-enabled Services, (ii) the Developer’s Tools, API Credentials, and all access IDs and passwords, (iii) all information disclosed in writing and marked “confidential”, proprietary,” or with a substantially similar marking, (iv) all information disclosed orally and identified as confidential at the time of the disclosure, and (v) any other information that by its very nature you understand or would reasonably be expected to understand to be Veem’s confidential information.
11.2 Confidentiality Obligations. You must maintain Veem’s Confidential Information in confidence and must not disclose it to third parties or use it for any purpose other than as necessary and required to perform Your Veem- enabled Services. In the event that Confidential Information is required to be disclosed by a court, government agency, regulatory requirement, or similar disclosure requirement, you shall immediately notify Veem and use reasonable efforts to obtain confidential treatment or a protection order of any disclosed Confidential Information. Your obligations hereunder shall survive the termination of this Agreement.
11.3 Protection of Confidential Information. You acknowledge that monetary damages may not be a sufficient remedy for unauthorized use or disclosure of Confidential Information and that Veem will be entitled (without waiving any other rights or remedies) to injunctive or equitable relief as may be deemed proper by a court of competent jurisdiction, without obligation to post any bond.
12. Terms & Termination.
12.1 Term. This Agreement takes effect on the date that you either: (i) accept the terms of this
Agreement or (ii) access and/or use the Developer’s Tools, whichever is sooner.
12.2 Termination. This Agreement shall remain effective until terminated by either party.
12.2.1 Termination by You. You may terminate this Agreement without giving reason by providing Veem with prior written notice to the address provided in Legal Terms section of this Agreement. Any other termination method will be void and will not result in termination of your obligations under this Agreement. Your termination will be effective upon Veem’s receipt of notice.
12.2.2 Termination by Veem. We may terminate this Agreement immediately on notice to you, for any of the following reasons:
(a) You (or an Application from which you make an API Call) violate one or more or the provisions outlined in this Agreement, the Veem Acceptable Use Policy, or applicable law;
(b) You breach any other term of this Agreement or any other agreement between yourself and Veem and you fail to cure such breach within 10 calendar days of receiving notice from Veem, or such other time period specified by Veem;
(c) You do not provide adequate customer support, or your Application results in a disproportionally high level of enquiries to Veem customer support;
(d) We close your Veem Account for any reason specified in the Veem User Agreement or in any other agreement which you have entered into with Veem;
(e) We have reason to believe that your Application, including the name of your Application, violates Veem’s or a third party’s Intellectual Property rights. If you market or otherwise refer to your Application as a clone of another application, Veem may deem this evidence of infringement;
(f) Your Application poses a legal, regulatory, or financial risk to Veem in any jurisdiction in which you provide the Your Veem-enabled Services;
(g) You tamper, hack, modify or otherwise corrupt the security or functionality of the Veem Services or the Sandbox;
(h) You become insolvent;
(i) You become the subject of any insolvency proceeding, either through your own initiative or because an insolvency proceeding is begun against you and not dismissed within 30 days;
(j) Any significant portion of your assets is attached, seized, or levied on, and the attachment, seizure or levy is not removed within 10 days;
(l) Any significant portion of your assets comes into the possession or control of a receiver, liquidator, trustee or similar administrator; or
(l) You enter into or propose any composition or arrangement with your creditors (or any class of your creditors) concerning your debts.
12.2.3 Effect of Termination. Upon termination of this Agreement, (i) all rights and licenses under this Agreement shall immediately terminate; (ii) you must stop offering and providing the Your Veem- enabled Services; (iii) you must destroy all Veem Confidential Information and Veem User Information within 7 calendar days of termination, and upon Veem’s request provide proof of such destruction within 7 calendar days of Veem’s request for proof; and (iv) you will remain liable for any amounts due or other liability under this Agreement.
13.1 Contracting Entity and Notices. “Veem” or “we” in this agreement refers to Veem Inc., a Delaware corporation with headquarters at 1160 Battery St. East, Suite 100, San Francisco CA 94111. Veem shall be required to treat a notice given by you as valid only if the notice is sent by mail or courier to its headquarters address.
13.2 Choice of Law and Jurisdiction. This Agreement shall be subject to the laws of the country listed under “Governing Law” for the country of your domicile in the table in the preceding section. The courts listed for your country of domicile shall have exclusive jurisdiction over all disputes arising in relation to this Agreement, subject to any applicable arbitration requirements.
13.3 Disputes with Veem. In the event you have a dispute with Veem, the relevant provisions (including arbitration requirements) of your Veem User Agreement will govern the dispute.
13.4.1 Notice to You. You agree that Veem may provide notice to you by posting it on our website, emailing it to the email address associated with your Veem Account, or mailing it to the street address listed in your Veem Account. To view notices posted on our website, log in to your Veem Account, go to “My Account”, then “Overview” then click on “Policy Updates.” Notices sent to you by email are considered to be received by you within 24 hours of the time we send the email unless we receive notice the email was not delivered. Notices sent to you by mail are considered received by you within 3 Business Days of the date we send the notice unless it is returned to us.
13.4.2 Notices to Veem. Notice to Veem must be sent by postal mail to the applicable address for notice listed in Section 13.1 above.
13.5 Indemnification / Limitation of Liability / Disclaimers.
13.5.1 Indemnification. You agree to defend, indemnify and hold harmless Veem, its parent company, officers, directors and employees from any claim, suit, or demand (including legal fees) made or incurred by any third party that is based on or arising out of your: (i) breach of this Agreement, (ii) violation of any law, regulation, or rule; (ii) Application’s infringement of any third party’s intellectual property rights, (iii) use of the Developer’s Tools, (iv) Application or technology; and/or (v) other actions or omissions resulting in Transaction Liability or other liability to Veem.
13.5.2 Limitations of Liability. IN NO EVENT SHALL WE, PERSONS WHO ACT ON OUR BEHALF, AND/OR THE PERSONS WE ENTER INTO CONTRACTS WITH BE LIABLE FOR ANY INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL OR EXEMPLARY DAMAGES ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT, OUR SERVICES, OUR WEBSITES, DEVELOPER’S TOOLS OR OTHER ACTIONS OR OMISSIONS INCLUDING:
(a) ANY LOSS OF PROFITS, GOODWILL, BUSINESS, CONTRACTS, REVENUE OR ANTICIPATED SAVINGS EVEN IF WE ARE ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, LOSS OF PROFITS, GOODWILL, BUSINESS, CONTRACTS, REVENUE OR ANTICIPATED SAVINGS; OR
(b) ANY LOSS OR CORRUPTION OF DATA; OR
(c) ANY LOSS OR DAMAGE WHATSOEVER WHICH DOES NOT STEM DIRECTLY FROM OUR BREACH OF THIS AGREEMENT; OR
(d) TO THE MAXIMUM EXTENT PERMITTED BY LAW, ANY LOSS OR DAMAGE WHATSOEVER WHICH IS IN EXCESS OF THAT WHICH WAS CAUSED AS A DIRECT RESULT OF OUR BREACH OF THIS AGREEMENT (WHETHER OR NOT YOU ARE ABLE TO PROVE SUCH LOSS OR DAMAGE); OR
(e) AN AMOUNT EXCEEDING THE AMOUNT OF THE DIRECT DAMAGES DIRECTLY CAUSED BY OUR BREACH OF THIS AGREEMENT, NEGLIGENCE, STRICT LIABIITY OR OTHER LEGAL OR EQUITABLE THEORY.
NOTHING IN THIS AGREEMENT SHALL LIMIT OUR LIABILITY RESULTING FROM OUR FRAUD OR FRAUDULENT MISREPRESENTATION, GROSS NEGLIGENCE, WILLFUL MISCONDUCT, FOR DEATH OR PERSONAL INJURY RESULTING FROM EITHER OUR OR OUR SUBCONTRACTOR’S NEGLIGENCE OR TO THE EXTENT SUCH LIMITATION OR EXCLUSION IS NOT PERMITTED BY APPLICABLE LAW.
13.5.3 DISCLAIMER OF WARRANTIES. EXCEPT AS EXPRESSLY SET FORTH IN THIS AGREEMENT, VEEM DISCLAIMS ANY REPRESENTATIONS OR WARRANTIES, EXPRESS OR IMPLIED, REGARDING THE VEEM WEBSITE, SERVICES AND DEVELOPER’S TOOLS, INCLUDING BUT NOT LIMITED TO ANY IMPLIED WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON- INFRINGEMENT. THE VEEM WEBSITE, SERVICES, AND DEVELOPER’S TOOLS ARE PROVIDED “AS-IS” AND VEEM MAKES NO WARRANTY THAT OUR WEBSITE, SERVICES, AND DEVELOPER’S TOOLS WILL BE UNINTERRUPTED, TIMELY, SECURE, OR ERROR FREE. VEEM DOES NOT HAVE CONTROL OF, OR LIABILITY FOR, THE PRODUCTS OR SERVICES PURCHASED USING THE VEEM SERVICES, OR GUARANTEE THE IDENTITY OF ANY VEEM USER.
13.5.4 Security and Stability. You acknowledge that it is in the best interests of both you and Veem that Veem maintains a secure and stable environment. To that end, Veem reserves the right to change the method of access to the Developer’s Tools at any time. You also agree that, in the event of degradation or instability of Veem’s system or an emergency, Veem may, in its sole discretion, temporarily suspend your access to or ability to use the Developer’s Tools in order to counteract security threats or to and protect the operational stability and security of the Veem system.
13.5.5 Uptime. Veem does not guarantee any minimum uptime for the Veem website, Developer’s Tools, and/or Veem Services.
13.6 Transaction Liability. The Veem User Agreement determines your Transaction Liability.
13.7 Service Providers. You are responsible for ensuring that any third party that you engage or otherwise allow to exercise your rights or perform your obligations under this Agreement complies with this Agreement. You will be responsible for any breach of this Agreement or violation of applicable law by any such third party, or where that breach or violation is done by someone acting with your authority or by agreement with you. You agree to supervise any third party or person acting on your behalf sufficiently to prevent breaches of this Agreement or violations of law.
13.8 Taxes. It is your responsibility to determine what, if any, taxes apply to the payments you make or receive, and it is your responsibility to collect, report and remit the correct tax to the appropriate tax authority. Veem is not responsible for determining whether taxes apply to your transaction, or for collecting, reporting or remitting any taxes arising from any transaction.
13.9 Your Relationship with Veem. You and Veem are independent contractors. This Agreement does not create or imply any partnership, agency, or joint venture.
13.10 Assignment. You may not transfer or assign this Agreement without Veem’s Prior Approval. Veem reserves the right to transfer or assign this Agreement or any right or obligation under this Agreement by providing you with notice of such transfer or assignment.
13.11 No Waiver. Our failure to enforce any provision of this Agreement will not be deemed a waiver of our ability to enforce the same provision of the Agreement at a future date.
13.12 Severability. If any provision of this Agreement is found illegal or unenforceable, that provision will be limited or eliminated to the minimum extent necessary so that this Agreement will otherwise remain in full force and effect.
13.13 Force Majeure. Veem is not responsible for any failure to perform its obligations under this Agreement if such failure is caused by acts of God, war, strikes, revolutions, lack or failure of transportation facilities, laws or governmental regulations or other causes that are beyond Veem’s reasonable control. In the event of such a failure, Veem’s obligations shall be suspended until Veem is able to perform.
13.14 Complete Agreement. The Veem Agreements, including any policies referenced therein set forth the entire understanding between you and Veem with respect to the access and use of the Developer’s Tools.
13.15 Survival. The following sections shall survive termination of this Agreement: Rules as stated in Sections 4 through 8 and Section 10, inclusive, Veem User Information, Intellectual Property, Confidentiality, Term and Termination, Miscellaneous Legal Terms, and Definitions.
13.16 No Third Party Beneficiaries. A person who is not a party to this Agreement does not have any rights under or in connection with it.
Capitalized terms used in this Agreement and not otherwise defined in this Section have the meaning assigned to them in the User Agreement.
“API” means each of Veem’s proprietary application programming interfaces, which are used by Developers to interface with Veem’s Services.
“API Call” means a call from an Application via an API to interact with the Veem Services.
“API Caller” means the person or persons making the API Call to the Veem Services in Live Access. The API Caller may be the Application operator or Developer. In a case where a person makes an API call on behalf of another person, both persons are API Callers, jointly and severally.
“API Credentials ” means your API username and password, and either an API signature or an API certificate.
“Application” means a third party software application that contains embedded calls to a Veem API. An Application may run on a web-based or non web-based platform.
“App ID” means the unique identifier assigned to an Application Version. This is required to access the API in Sandbox or Live.
“Application Review” means the process through which Veem, or a third party designated by Veem, reviews your Application and any information provided by you to decide whether to approve your Application for Live Access.
“Branding Requirements” means Veem’s then current logo usage and branding requirements provided or made available by Veem.
“Buyer” means someone who purchases goods or services and pays with Veem or is a Guest User.
“Developer” means anyone who accesses or uses the Developer’s Tools, and/or agrees to this Agreement.
“Developer’s Tools” means the APIs, API Credentials, documentation, Sandbox, Live Access, developer websites and portals, technical support, and all other tools, services, content and information made available to you by Veem through Veem’s Developer’s websites and/or webpages, or any other means.
“Express Consent” means affirmative consent by a party, as evidenced by a verifiable action. For example, clicking an “I agree” button following a disclosure that clearly explains the goods or services and the terms and conditions under which they are being provided.
“Information Security Requirements” means Veem’s then current information security requirements provided or made available by Veem.
“Intellectual Property” means any and all intellectual property or proprietary rights under any jurisdiction including without limitation (i) Marks, and all goodwill associated therewith and symbolized thereby; (ii) inventions, discoveries and ideas, whether patentable or not, and all patents, registrations, and applications thereof; (iii) published and unpublished works of authorship, whether copyrightable or not (including without limitation Databases and other compilations of information), copyrights therein and thereto, and registrations and applications thereof,; (iv) trade secrets,(v) all moral rights in the foregoing (that is, the right to claim authorship of or object to the modification of any work); and (vi) all applications, renewals, extensions, restorations and reinstatements of the foregoing.
“Live Access” means the live Veem production environment which includes live access to the Veem Services and Databases.
“Marks” means the trademarks including registered and common law trademarks, trade names, service marks, logos, domain names and designations of a party or its products and services.
“Veem”, “we,” “us”, and “our” means the contracting entity based on the country of your registered Veem Account in the Legal Terms section of this Agreement.
“Veem Account” means a Veem business account.
“Veem Button” means a logo or other graphical representation of Veem, for the purpose of communicating that Veem is accepted for payments or available for other services.
“Veem User” means any person who accesses a Veem website, uses the Veem Services, and/or any person or entity that has agreed to the Veem User Agreement
“Veem User Information” means any information related to a Veem User or their Veem Account that you receive directly or indirectly from: (i) a Veem User in connection with your provision or operation of Your Veem-enabled Services; or (ii) from Veem through an API Call or by any other means.
“Recipient” means someone who receives a payment into his or her Veem Account.
“Sandbox” means the Veem test environment and any related products and services available through Veem developer website(s).
“Sender” means someone who sends a payment from his or her Veem Account.
“Transaction Liability” means all liability related to receiving a payment, including reversals, unauthorized transactions, fraud, claims, fees, fines, penalties and other liability incurred by Veem, a Veem User, or a third party.
“Your Veem-enabled Services” means the products or services that you offer and provide to Your Users using the Developer’s Tools, Veem Services, or any Veem User Information. Your Veem- enabled Services must be provided in accordance with the terms and conditions of this Agreement, and only upon receipt of the Veem User’s Express Consent.
“Your User Information” means any customer information that you collect directly from Your Users without the use of the Developer’s Tools or other Veem Services, and for purposes other than providing the Your Veem-enabled Services.
“Your Users” mean customers that have entered into a relationship with you to purchase goods or services, or end-users of your Application, product, services or other offering. Your Users that have a Veem Account are also Veem Users.