Verifone Software
Supplemental Terms - Verifone Software
These Supplemental Terms and the sub-exhibits set forth the terms and conditions on which Verifone will license and you may use certain Verifone Software, which may include a payment application, encryption application, or a software development kit as identified in the Order Form. If the Software includes a software development kit, these Supplemental Terms also set forth the terms and conditions on which you may develop, use, and commercialize an application or integration incorporating or built on the software development kit. It also describes the support and maintenance services (including software engineering support) that Verifone will make available to you.
1. GENERAL.
(a) Description of Software. For purposes of these Supplemental Terms, “Software” means any software identified on an applicable Order Form, together with any source code, binary code, application programming interfaces, libraries, binary utilities, header files, documentation, content, data, runtime environments, and other software, including updates, that Verifone may provide in connection therewith from time to time.
(b) Supported Verifone Payment Device Models. The Software made available hereunder is for use only with the Device models specified by Verifone for use with such Software (the “Supported Device Models”). A list of current Supported Device Models will be provided by Verifone upon request and may be specified in the applicable Order Form. Verifone may notify you of updates to the Supported Device Models for particular Software from time to time.
(c) Signing of Software.
(i) You acknowledge that certain Software and Software updates must be digitally signed to be used on or with a Supported Device Model. Depending on the Software to be utilized and the Supported Device Models with which the Software is to be utilized, Verifone will do one of the following upon receipt of the applicable fees set forth in an Order Form or otherwise quoted by Verifone from time to time:
(A) provide you with access to a portal that enables you to sign the software on your own behalf in accordance with these Terms and Conditions (the “Signing Portal”);
(B) if the Signing Portal is not supported for a specific Software, including Software on a specific Supported Device Model, and such software has not been discontinued, generate a sponsor certificate or sponsor ID for you and related signing keys (“Signing Keys”) and provide them to you on a physical format (e.g., “signing cards”) via a delivery method determined by Verifone so that you can sign the Software on your own behalf; or
(C) only in the case of Software that Verifone developed or as Verifone may otherwise agree in its sole discretion, take such actions as may be necessary for Verifone to sign such Software on your behalf.
(ii) The Signing Portal and Signing Keys may be used only to sign (A) Software licensed from or developed by Verifone, (B) applications developed by you or a third party on your behalf using Software licensed from Verifone, (C) other Software approved by Verifone, and not for signing any other software applications. Any other use is prohibited.
(iii) You acknowledge that any person with access to its Signing Portal account or to the Signing Keys will be able to sign Software or other content to be authorized for download onto Supported Device Models. You are responsible for (A) maintaining the security of its Signing Portal account and any Signing Keys, (B) all activities that occur under your Signing Portal account or using Signing Keys, and (C) ensuring that all such activities comply with these Terms and Conditions, PCI SSC regulations and standards, and applicable laws, rules, and regulations. You hereby release Verifone from any liability arising from, and agrees to indemnify, defend, and hold Verifone harmless from any third-party claims relating to, all such activities and uses. The foregoing limitation and indemnification obligation shall survive the termination or expiration of these Terms and Conditions.
(iv) Verifone may terminate your access to the Signing Portal if (A) required by applicable law, PCI SSC regulations and standards, or order of any competent governmental authority, (B) these Supplemental terms and conditions terminate, or (C) you or any person with access to your Signing Portal account breaches the applicable terms and conditions.
(v) You shall return any Signing Keys to Verifone if (A) these supplemental terms and conditions terminate, (B) Verifone so requests following a breach of the applicable terms and conditions by you or any person with access to the Signing Keys, or (C) you request replacement Signing Keys or access to the Signing Portal.
(vi) Verifone does not assume any liability for any applications developed by you or a third party on your behalf using Software licensed from Verifone, and you shall indemnify Verifone for any claims relating to the application, regardless of whether Verifone signed the application.
2. LICENSE TO SOFTWARE.
(a) License to Software. Verifone hereby grants you a limited, non-exclusive, revocable, non-sublicensable, non-transferable, license to install and use the Software (in object-code form only) on the Supported Device Models. The foregoing license is subject to your compliance with all applicable documentation provided to you with respect to the Software. All licenses not expressly granted herein are reserved and no other licenses, immunity, or rights, express or implied, are granted by Verifone, by implication, estoppel, or otherwise. You acknowledge that, as between you and Verifone, Verifone owns all rights in the Software. Nothing herein may be construed to be a sale of the Software.
(b) Third-Party Content. Verifone shall not be responsible or liable for any third-party content enabled by you using the Software. You shall use any such content in accordance with any terms applicable to such third-party content.
(c) Restrictions. The license granted herein is specific to the Supported Device Models on which the Software is initially installed, tied to the specific Device serial number; the license cannot be transferred from one Device to another Device. You shall not use the Software for any purpose not expressly permitted herein. Additionally, you shall not, and shall ensure that your affiliates, employees, agents, representatives, officers, and subcontractors, do not (directly or indirectly):
(i) decompile, reverse engineer, disassemble or attempt to derive the source code of the Software, any other Verifone software, Verifone product, Verifone service, or any part thereof (except as and only to the extent any foregoing restriction is prohibited by applicable law);
(ii) remove, alter, or obscure any copyright notice or other proprietary rights notice on any part of the Software;
(iii) operate the Software in the capacity of a service bureau or other hosted services provider, in whole or in part, nor enable others to do so;
(iv) except as expressly permitted herein, disclose to any third party, or permit any other third party to have access to, use, execute, alter, modify, customize or improve the Software, or any part thereof, or any alteration, modification, customization or improvement of the Software;
(v) use the Software (or any part thereof) to develop applications for use on or with competitor products, or to develop software substantially similar to the Software;
(vi) use the Software (or any part thereof) to violate any applicable federal or state laws or regulations, or the regulations, bylaws, or rules of any payment card network;
(vii) use the Software (or any part thereof) in any manner that materially interferes with or damages the operation of Verifone’s products or services; or
(viii) with respect to any Software that includes a payment kernel, use the Software with a payment kernel other than the kernel provided by Verifone.
(d) Open Source Components. The Software may contain or be provided with code, software, interfaces, firmware, or other components which are subject to the terms and conditions of “open source” software licenses, including terms and conditions relating to your use, reproduction, and distribution thereof (the foregoing, “Open Source Components”). To the extent required by such licenses or in the event such licenses conflict with any terms contained herein, the terms of such licenses will apply in lieu of the terms contained herein with respect to such Open Source Component.
(e) Other Third-Party Materials; Copyrighted Materials. Portions of the Software may utilize or include third-party software and other copyrighted material. Acknowledgments, licensing terms, and disclaimers for such material are contained in the documentation included with the Software or may otherwise accompany such material, and your use of such Software and materials are governed by those respective terms. In the event of conflict between the terms herein and any applicable terms relating to such third-party software or copyrighted materials, such applicable terms shall control solely with respect to the third-party software or copyrighted materials.
3. ADDITIONAL TERMS APPLICABLE TO SOFTWARE DEVELOPMENT KITS
(a) Development of Integrated Software Application. If you purchase a license to Software that includes a development kit, Verifone hereby authorizes you to develop one or more software applications incorporating or integrated with the Software (the “Integrated Software Application”) for use on or with the Supported Device Models. You may delegate your rights and obligations hereunder in respect of the development kit to a third-party subcontractor for purposes of developing an Integrated Software Application on your behalf; provided that you are responsible for such subcontractor’s compliance with the terms set forth in these Terms and Conditions. You shall notify Verifone of any such delegation, including the name and contact information for the third-party subcontractor.
(b) Additional Permitted Uses. In addition to the limited license granted in Section 2(a) and subject to the restrictions set forth in Section 2(c), Verifone hereby grants you a limited, non-exclusive, revocable, non-sublicensable, non-transferable, license to install and use the Software (in object-code form only) (i) for purposes of developing and testing an Integrated Software Application, (ii) to incorporate any applicable components of the Software as part of an Integrated Software Application; (iii) to copy any applicable components of the Software for distribution to end users of an Integrated Software Application; (iv) to grant end users of an Integrated Software Application a limited, non-exclusive, revocable, non-sublicensable, non-transferable license to use such components of the Software on Supported Device Models in the Covered Territory for such end users’ internal business purposes only. You shall disclose to Verifone your activities relating to the Software upon Verifone’s reasonable request.
(c) Indemnification. You will indemnify, defend and hold harmless Verifone and its affiliates, and their directors, officers, employees, agents and shareholders (collectively, the “Verifone Indemnified Parties”) from and against all claims, actions, losses, liabilities, damages, costs, and expenses (including reasonable attorneys’ fees) arising out of or in connection with any Integrated Software Application, any of your or your agents’ software, products, or services, or your, your agents’, or any end users’ use of any of the foregoing, including any claim that any Integrated Software Application infringes or misappropriates the intellectual property rights of a third party.
4. MAINTENANCE AND SUPPORT; DEPLOYMENT OF SOFTWARE UPDATES.
(a) Maintenance and Support Services. If you have subscribed for Maintenance and Support Services in the applicable Order Form, Verifone will provide maintenance and support services to you during the period subscribed in accordance with the Supplemental Terms – Maintenance and Support for Verifone Software.
(b) Deployment of Software Updates. You are responsible for making commercially reasonable efforts to deploy and/or install or cause to be deployed or installed Software updates and for ensuring that Devices using the Software use a supported version of the Software. In the event Verifone provides an update to the Software and has notified you that such update is a mandatory or critical update, including any fixes or patches relating to security, you agree to (i) include such updates on (or cause such updates to be included on) new Device deployments as promptly as is commercially practicable, and (ii) to install (or cause to be installed) such updates on previously deployed Devices as promptly as (and to the extent) commercially practicable, and in each case (i) and (ii) no later than one-hundred and eighty days after receipt of the update. Additional communications, release notes, version information, and version support policies for the Software will be made available on the applicable Verifone portal.