VERIFONE DEVELOPER PORTAL
These Terms of Use (“Terms”) are a legally binding agreement between you and VeriFone, Inc. (“Verifone”) and govern your use of the Verifone Developer Portal (the “Portal”). These terms also govern (i) your use of any products, services, or other information made available to you via the Portal, including any software, APIs, sample code, development tools, documentation, content, or other intellectual property (collectively, “Materials”) and (ii) ordering and use of Verifone test devices. You should read these Terms carefully.
By checking the “Agree”, “Accept”, or other similar button associated with these Terms, and by otherwise accessing and/or using the Portal, you confirm that (i) you are the age of majority in the place that you live, (ii) you have read these terms carefully, (iii) you agree to be bound by these terms, and (iv) you waive any rights, to the maximum extent permitted by applicable law, to claim that these Terms are unenforceable or invalid.
If you are accepting these Terms on behalf of someone else, including a corporate entity, you confirm that (i) you have the authority to legally bind that person or entity to these Terms, and (ii) you acknowledge that both you and the other person or entity will be bound by these Terms.
If you do not accept these Terms, you may not use or access the Portal or any Materials obtained by you via the Portal.
These Terms do not replace any other agreement you may have with Verifone (now or in the future). The terms of your other agreements with Verifone will continue to apply, and in the event of a conflict between these Terms and such other agreements, the terms of such other agreements will control.
1. Setting up an Account.
(a) Portal Access. In order to access the Portal, you will have to set up and register an account, including providing Verifone with certain information regarding you and your business and establishing your login credentials (an “Account”). You represent that any information you provide to Verifone in connection with your Account is true and correct. You are responsible for maintaining the confidentiality of your Account, including your login credentials. You must comply with the following requirements:
(i) notify Verifone immediately of any potential or actual disclosure of your login credentials;
(ii) maintaining the accuracy of your Account information;
(iii) take all reasonable and necessary steps to prevent others from accessing your Account, including signing-out after each session;
(iv) not leave your device unattended while logged into the Portal and take reasonable steps to protect your device against loss or theft;
(v) use reasonable security measures, which include up-to-date virus scanning software and firewall system, if such security measures are available on your device; and
(vi) comply with any additional security requirements that Verifone may require in connection with the Portal.
(b) Activity under Account. You agree that you are responsible for all activities that occur under your Account and you will ensure that all activity conducted under your Account complies with these Terms and any other applicable agreements you have in place with Verifone.
2. License to Materials.
(a) License; Ownership. Any Materials made available to you via the Portal are licensed, and not sold, to you by Verifone, subject to and in accordance with these Terms. As between you and Verifone, Verifone and/or its licensors shall retain ownership of all right, title, and interest in, to, and under the Materials, including, without limitation, all patent, copyright, trade secret, and other intellectual property and other proprietary rights therein, and reserve all rights not expressly granted to you.
(b) Open Source and Third-Party Software Components.
(i) The Materials 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 of such software (“Open Source Components”). To the extent required by such licenses, or in the event such licenses conflict with these Terms, the terms of such licenses will apply with respect to such Open Source Component. You may utilize only those Open Source Components that are provided by Verifone; use of any other Open Source Components is not supported by Verifone, and Verifone disclaims liability for any consequences of your use of such other Open Source Components.
(ii) You shall not subject the Materials to any open source license that does not otherwise apply to them. Further, you are not licensed to, and you agree that you will not, integrate or use any Viral Open Source Software with any Verifone products or services or otherwise take any action that could require disclosure, distribution, or licensing of all or any part of the Materials in source code form. “Viral Open Source Software” means software licensed under the GNU General Public License, the GNU Lesser General Public License, or any other license terms that would require, or condition your use, modification, or distribution of such software on the disclosure, distribution, or licensing of any other software in source code form, for the purpose of making derivative works, or at no charge.
(iii) The Materials may utilize or include third party software components or other copyrighted material that are subject to other licensing terms. In the event of conflict between these Terms and any applicable third-party license terms, the third-party license terms will control solely with respect to the third-party software components.
(c) Training. Verifone may require you to participate in one or more training courses offered by Verifone from time to time with respect to the Materials; in the event you fail to participate in any required training courses, your license to the Materials under these Terms will terminate. Participation in Verifone’s training courses may be subject to applicable fees, as quoted by Verifone from time to time. These Terms apply to any Materials made available to you in connection with your participation in any training courses.
(d) Support and Maintenance. Verifone may provide you with updates to the Materials, development support for any integrations you develop using the Materials, and other support by such means as Verifone may determine, including via the Portal and Verifone’s Jira Service Desk. Access to support is subject to your completion of any required training courses, and otherwise is provided in Verifone’s discretion. Verifone may stop providing support for the Materials at any time. Verifone may deprecate any software in its discretion. You are responsible for ensuring that you are using a supported version of any software provided as part of the Materials. Verifone will provide you with information regarding which versions are supported upon request.
(e) Object Code. Any software provided as part of the Materials (including any libraries or APIs header files) are licensed hereunder in object-code form only and may be downloaded onto and/or used only with hardware designated by Verifone for use with such software, as set forth in the applicable Materials. You will not have access to, or any right to receive, source code for any software provided as part of the Materials.
(f) Third Party Content. Verifone is not responsible for any third-party content (including, without limitation, applications or other software that enables or utilizes third party products or services, such as a third-party payment network or platform) that you may use or implement in connection with the Materials.
3. Test Equipment. Via the Portal, you may request that Verifone provide you with payment terminals, kiosks, or other hardware offered by Verifone from time to time for testing and evaluation purposes (“Test Equipment”).
(a) Loaned Test Equipment. Verifone may, in its discretion, agree to loan you Test Equipment at no cost. Title to any loaned Test Equipment shall at all times remain with Verifone and, upon Verifone’s request, you shall arrange return shipping of loaned Test Equipment pursuant to Verifone’s instructions. Verifone will pay the shipping costs associated with delivering loaned Test Equipment to your specified destination (subject Verifone’s approval of such destination) and for the return of any loaned Test Equipment to Verifone. You shall return all loaned Test Equipment to Verifone in the same condition as received by you, less normal wear and tear, and you shall be liable to Verifone for any damages incurred by Verifone due to your non-compliance with this Section.
(b) Sale of Test Equipment. Verifone may, in its discretion, agree to sell you Test Equipment under these Terms at fees quoted by Verifone from time to time. Delivery of any purchased Test Equipment shall be Ex Works (Incoterms 2020) and title to any purchased Test Equipment and risk of damage or loss shall transfer to you upon delivery of the Test Equipment to the carrier for shipment.
(c) Verifone Mobile Devices. With respect to any Test Equipment that includes a mobile payment device, you acknowledge that the mobile devices must have encryption enabled in order to comply with PCI security standards and industry best practices. It is your responsibility to ensure the card holder data encryption keys are loaded and the card holder data encryption is turned on. You agree to fully cooperate with any request by Verifone to review your compliance with the above requirements.
4. Licensed Uses and Restrictions
(a) Products and Documentation. Subject to and conditioned upon your compliance with these Terms, Verifone grants you a non-exclusive, revocable, non-sublicensable and non-transferable, royalty-free and limited license to use the Portal, Materials, and Test Equipment solely for purposes of evaluating and testing the applicable Verifone products and related Materials in a non-production environment. Such license is subject to your compliance with all applicable laws, statutes, rules and regulations.
(b) Restrictions. You may not use the Portal, Materials, or Test Equipment for any purpose not expressly permitted by these Terms. You acknowledge and agree that, in exchange for Verifone agreeing to provide you access to the Portal, Materials, and Test Equipment, you will not, and will ensure that your affiliates, employees, agents, representatives, officers, representatives and subcontractors do not (directly or indirectly):
(i) gain unauthorized access or use to, or otherwise damage, impede, or disrupt, Verifone services or systems, including through fraudulent or disruptive means;
(ii) decompile, reverse engineer, disassemble or attempt to derive the source code of any Verifone product or service or any part thereof;
(iii) transmit any viruses, worms, defects, Trojan horses, or any programming of a destructive nature;
(iv) use robots, spiders, crawlers, scrapers or other similar technology to access or use the Portal to obtain any information beyond which Verifone provides to you under these Terms.
(v) remove, alter, or obscure any copyright or trademark notice or other proprietary rights notice on any Verifone product or service;
(vi) store or archive the Portal, or any part thereof, to your own or a third party’s computer system or storage devices;
(vii) operate any software made available to you as part of the Materials in the capacity of a service bureau or other hosted services provider, in whole or in part, nor enable others to do so;
(viii) distribute, publish, or allow access or linking to the Portal from any location or source other than your device;
(ix) use the Portal in a manner that exceeds reasonable request volume or constitutes excessive or abusive usage;
(x)disclose to any third party or permit any third party to have access to, use, execute, alter, modify, customize or improve the Portal, Materials, or Test Equipment;
(xi) access or use the Portal, Materials, or Test Equipment for the benefit of Verifone competitors or that otherwise is detrimental to Verifone, as determined by Verifone in its sole discretion;
(xii) use the Portal, Materials, or Test Equipment in violation of any applicable federal or state laws or regulations, or the regulations, bylaws or rules of any payment card network;
(xiii) use the Portal, Materials, or Test Equipment in any manner that interferes with, disparages, damages or is otherwise detrimental to the operation of Verifone’s products or services; or
(xiv) with respect to any software made available as part of the Materials that includes a payment kernel, use the software with a payment kernel other than the kernel provided by Verifone.
(c) Trademarks. No right, title, or interest in or to the Portal, Test Equipment, or Materials, any Verifone trademarks or the trademarks, service marks, and/or trade names of Verifone’s licensors is granted under these Terms. You hereby acknowledge Verifone’s rights in any and all Verifone trademarks and agree that any use of Verifone trademarks by you shall inure to the sole benefit of Verifone. You hereby agree to use Verifone trademarks, without alternation in any manner, only on websites, documentation, and platforms you own or control or in other locations Verifone specifically approves in writing. Your use of Verifone trademarks must not imply sponsorship or endorsement by Verifone or otherwise mischaracterize your relationship with Verifone. You hereby further agree not to (i) challenge Verifone’s ownership or use of; (ii) register; or (iii) infringe any Verifone trademarks, nor will you incorporate any Verifone trademarks into your trademarks, service marks, company names, internet addresses, domain names, or any other similar designations. If you acquire any rights in any Verifone trademarks by operation of law or otherwise, you shall immediately at no expense to Verifone assign such rights to Verifone along with any associated goodwill, applications, and/or registrations.
(d) NO AUTHORIZATION TO RESELL OR COMMERCIALIZE. YOU MAY NOT RESELL OR OTHERWISE DISTRIBUTE ANY VERIFONE PRODUCTS OR SERVICES OR COMMERCIALIZE OR OTHERWISE PUT INTO PRODUCTION ANY INTEGRATIONS TO VERIFONE PRODUCTS DEVELOPED BY YOU UNLESS:
(1) YOU HAVE ENTERED INTO A SEPARATE WRITTEN AGREEMENT WITH VERIFONE GRANTING YOU THE NECESSARY RIGHTS; OR
(2) WITH RESPECT TO THE COMMERCIALIZATION OR OTHER PRODUCTION RELEASE OF AN INTEGRATION TO VERIFONE PRODUCTS NOT INVOLVING THE RESALE OR OTHER DISTRIBUTION OF A VERIFONE PRODUCT, YOU HAVE RECEIVED WRITTEN APPROVAL FROM AN AUTHORIZED REPRESENTATIVE OF VERIFONE FOR YOUR COMMERCIALIZATION AND/OR PRODUCTION USE OF SUCH INTEGRATION. VERIFONE MAY REQUIRE YOU TO PURCHASE A SOFTWARE MAINTENANCE AND SUPPORT PLAN IN CONNECTION WITH ITS APPROVAL OF YOUR INTEGRATION.
IN THE EVENT THAT YOU ARE ACTING AS A SUBCONTRACTOR OF A THIRD PARTY WHO POSSESSES THE FOREGOING RIGHTS, YOU SHOULD CONSULT WITH SUCH THIRD PARTY REGARDING THE TERMS OF THEIR AUTHORIZATIONS.
(e) Improper Use. You acknowledge that your use of the Portal, Materials, or Test Equipment in any manner other than as permitted hereunder shall permit Verifone to immediately terminate these Terms and rescind the license and right to use granted hereunder. Upon request by Verifone, you will promptly destroy any source or object code developed in violation of these Terms and certify in writing to such destruction.
(f) Reservation of Rights. All licenses not expressly granted in these Terms are reserved, and no other licenses, immunity, or rights, express or implied, are granted by Verifone, by implication, estoppel, or otherwise.
(g) Export Control. You may not use or otherwise export or re-export any Verifone products (or any part thereof) except as authorized by United States law and the laws of the jurisdiction(s) in which the products (or any part thereof) were obtained. In particular, but without limitation, Verifone products may not be exported or re-exported (i) into any U.S. embargoed countries or (ii) to anyone on the U.S. Treasury Department’s list of Specially Designated Nationals or the U.S. Department of Commerce Denied Person’s List or Entity List. By using the Portal, Materials, or Test Equipment (or any part thereof), you represent and warrant that you are not located in any such country or on any such list.
5. Fees. Verifone may invoice you for any fees owed by you pursuant to these Terms, and you shall pay any such fees within 30 days from the date of invoice. Fees quoted by Verifone are exclusive of any taxes, charges, fees, levies, imposts, duties, tariffs, or other assessments imposed by or payable to any federal, state, local, or foreign tax or governmental authority, whether direct or indirect, including, without limitation, sales, use, goods, services, value added, transfer, customs, personal property, stamp duty, excise, withholding, and other obligations of the same or similar nature (collectively, “Taxes”). You shall be responsible for the payment of any Taxes on the fees for purchased Test Equipment. If any payment due to Verifone hereunder is overdue, you shall pay Verifone interest thereon at the rate of 18% per annum or the maximum rate permissible by law, whichever is less.
6. Confidentiality. Any information obtained by you via the Portal, including any Materials, and your use of the Test Equipment, are and shall remain the confidential and proprietary information of Verifone (collectively, the “Confidential Information”). You may disclose Confidential Information to only those of your officers, directors, employees and agents (your “Representatives”) whose duties justify their need to know such information and who have been clearly informed of their obligation to maintain the confidential status of such Confidential Information. You may use Confidential Information only in accordance with and subject to these Terms. You and your Representatives shall treat Confidential Information as strictly confidential and shall use the same care to prevent disclosure of such information as you use with respect to your own similar confidential and/or proprietary information, which shall not be less than the care a reasonable person would use under similar circumstances. Neither you nor any of your Representatives shall copy any Confidential Information without the prior express written consent of Verifone, and all Confidential Information, and any copies thereof, shall be returned promptly to Verifone upon request. You shall ensure that your Representatives comply with these Terms, and you shall be liable for any breach of these Terms resulting from the act or omission of any of your Representatives.
7. Termination.
(a) Verifone reserves the right to terminate these Terms at any time, for any and/or no reason, upon notice to you.
(b) Upon the termination of these Terms, all license granted to you hereunder will terminate, and you must (i) return or destroy all copies, full or partial, of any Materials, and (ii) comply with any requests by Verifone to return any loaned Test Equipment.
(c) Sections 3(a) and (b), 4 (b), and (d), 5, 6, 7(b) and this 7(c), 7, 8, 9, 10, 11 and 12 shall survive any termination of these Terms, together with any other terms required for their construction.
8. Indemnification. To the extent permitted by applicable law, you agree to indemnify, defend and hold harmless Verifone, its affiliates and each of their directors, officers, employees, independent contractors, and/or agents (each a “Verifone Indemnified Party”) from any and all claims, losses, liabilities, damages, expenses, and costs (including without limitation attorneys’ and experts’ fees and costs) (collectively, “Losses”) incurred by a Verifone Indemnified Party as a result of (i) your breach of these Terms; (ii) your use of the Portal, Test Equipment, or Materials; or (iii) your development and/or use of any software developed by you for use with Verifone products, including any claim such software infringes the copyright, patent, trademark, trade secret or other intellectual property right of a third party.
9. Disclaimer of Warranties. YOU EXPRESSLY ACKNOWLEDGE AND AGREE THAT, TO THE EXTENT PERMITTED BY APPLICABLE LAW, USE OF THE PORTAL, TEST EQUIPMENT, AND MATERIALS IS AT YOUR SOLE RISK AND THAT THE ENTIRE RISK AS TO SATISFACTORY QUALITY, PERFORMANCE, ACCURACY, AND EFFORT IS WITH YOU. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, THE PORTAL, TEST EQUIPMENT, AND MATERIALS ARE PROVIDED “AS IS” AND “AS AVAILABLE”, WITH ALL FAULTS AND WITHOUT WARRANTY OF ANY KIND, AND VERIFONE HEREBY DISCLAIMS ALL WARRANTIES AND CONDITIONS WITH RESPECT THERETO, EITHER EXPRESS, IMPLIED OR STATUTORY, INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES AND/OR CONDITIONS OF MERCHANTABILITY, OF SATISFACTORY QUALITY, OF FITNESS FOR A PARTICULAR PURPOSE, OF ACCURACY, OF QUIET ENJOYMENT, TITLE AND/OR NON-INFRINGEMENT OF THIRD PARTY RIGHTS. NO INDEMNIFICATION FOR INFRINGEMENT OF THIRD-PARTY INTELLECTUAL PROPERTY RIGHTS IS PROVIDED BY VERIFONE FOR THE PORTAL, TEST EQUIPMENT, OR MATERIALS. VERIFONE DOES NOT WARRANT AGAINST INTERFERENCE WITH YOUR ENJOYMENT OF THE PORTAL, TEST EQUIPMENT, OR MATERIALS, THAT THE FUNCTIONS CONTAINED IN, OR SERVICES PERFORMED OR PROVIDED BY, THE PORTAL, TEST EQUIPMENT, OR MATERIALS WILL MEET YOUR REQUIREMENTS, THAT THE OPERATION OF THE PORTAL, TEST EQUIPMENT, OR MATERIALS WILL BE UNINTERRUPTED OR ERROR-FREE, THAT ANY SERVICES ACCESSED AND/OR CONFIGURED THROUGH THE PORTAL, TEST EQUIPMENT, OR MATERIALS, INCLUDING ANY ADD-ON MODULES, WILL CONTINUE TO BE MADE AVAILABLE, THAT THE PORTAL, TEST EQUIPMENT, OR MATERIALS WILL BE COMPATIBLE OR WORK WITH ANY THIRD PARTY SOFTWARE, APPLICATIONS, OR SERVICES, OR THAT DEFECTS IN THE PORTAL, TEST EQUIPMENT, OR MATERIALS WILL BE CORRECTED. VERIFONE MAY, FROM TIME TO TIME, PROVIDE ITS ROADMAP OR PROJECTED USES, FUNCTIONALITY, AND IMPLEMENTATIONS FOR VERIFONE PRODUCTS OR SERVICES; SUCH INFORMATION IS NOT BINDING ON VERIFONE, AND YOU SHOULD NOT RELY ON SUCH INFORMATION. NO ORAL OR WRITTEN INFORMATION OR ADVICE GIVEN BY VERIFONE OR A VERIFONE AUTHORIZED REPRESENTATIVE WILL CREATE A WARRANTY. SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF IMPLIED WARRANTIES, SO THE ABOVE EXCLUSIONS AND LIMITATIONS MAY NOT APPLY TO YOU IN THOSE JURISDICTIONS.
10. Limitation of Liability. TO THE EXTENT NOT PROHIBITED BY APPLICABLE LAW, IN NO EVENT WILL VERIFONE BE LIABLE FOR ANY DIRECT, INCIDENTAL, SPECIAL, INDIRECT, OR CONSEQUENTIAL DAMAGES, INCLUDING, WITHOUT LIMITATION, DAMAGES FOR LOSS OF PROFITS, CORRUPTION OR LOSS OF DATA, BUSINESS INTERRUPTION, LOSS OF GOODWILL OR SAVINGS, DOWNTIME, OR DAMAGE TO, LOSS OF OR REPLACEMENT OF DATA OR TRANSACTIONS, CHARGE-BACKS, EQUIPMENT PURCHASED OR ACQUIRED BY YOU IN ORDER TO USE THE PORTAL, TEST EQUIPMENT, OR MATERIALS, OR ANY OTHER COMMERCIAL DAMAGES OR LOSSES, ARISING OUT OF OR RELATED TO YOUR USE OR INABILITY TO USE THE PRODUCTS DEVELOPED BY YOU, ANY ADD-ON MODULE, ANY SOFTWARE DEVELOPED BY YOU, OR ANY THIRD PARTY SOFTWARE, APPLICATIONS, OR SERVICES IN CONJUNCTION WITH THE PORTAL, TEST EQUIPMENT, OR MATERIALS, HOWEVER CAUSED, REGARDLESS OF THEORY OF LIABILITY (CONTRACT, TORT, OR OTHERWISE) AND EVEN IF VERIFONE HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. IN NO EVENT WILL VERIFONE’S TOTAL LIABILITY TO YOU FOR ANY CLAIM UNDER THESE TERMS OR FOR YOUR USE OF THE PORTAL, TEST EQUIPMENT, AND MATERIALS EXCEED THE GREATER OF (A) THE FEES PAID BY YOU HEREUNDER DURING THE SIX (6) MONTHS PRIOR TO THE CLAIM ARISING, OR (B) ONE HUNDRED U.S. DOLLARS (US$100.00). THE FOREGOING LIMITATIONS WILL APPLY EVEN IF THE ABOVE STATED REMEDY FAILS OF ITS ESSENTIAL PURPOSE.
11. Governing Law; Arbitration of Disputes.
(a) Governing Law. These Terms will be governed by and interpreted in accordance with the laws of the State of New York, exclusive of conflict or choice-of-law rules, and the parties hereby consent to the personal and exclusive jurisdiction and venue of the New York state and federal courts located in New York, New York, USA.
(b) Arbitration of Disputes. Notwithstanding the foregoing, except with respect to claims for injunctive or equitable relief, any dispute, claim or controversy arising out of or relating in any way to these Terms or the interpretation, application, enforcement, breach, termination, or validity thereof (including any claim of inducement of these Terms by fraud and including determination of the scope or applicability of these Terms to arbitrate) or its subject matter (collectively, “Disputes”) will be determined by binding arbitration before one arbitrator. The arbitration will be administered by JAMS conducted in accordance with the expedited procedures set forth in the JAMS Comprehensive Arbitration Rules and Procedures as those Rules exist on the date you accepted these Terms, including Rules 16.1 and 16.2 of those Rules. Notwithstanding anything to the contrary in these Terms, the Federal Arbitration Act (9 U.S.C. §§1-16) will govern the arbitrability of all Disputes. The arbitration will be held in New York, New York, USA, and it will be conducted in the English language. The parties will maintain the confidential nature of the arbitration proceeding and any award (including the hearing, arguments raised in the arbitration, documents filed or produced in the arbitration, and all other information related thereto) except as may be necessary to prepare for or conduct the arbitration hearing on the merits, or except as may be necessary in connection with court proceedings exclusively for injunctive or equitable relief, a court application for a preliminary remedy in aid of arbitration, a judicial challenge to an award or its enforcement, or unless otherwise required by law or judicial decision. The arbitrator will have authority to award compensatory damages only and will not award any punitive, exemplary, or multiple damages, and the parties waive any right to recover any such damages. Judgment on any award in arbitration may be entered in any court of competent jurisdiction. Notwithstanding the above, each party will have recourse to any court of competent jurisdiction to seek provisional remedies in aid of arbitration and/or to enforce arbitration orders for injunctive and other equitable relief.
(c) IN THE EVENT OF ANY DISPUTE BETWEEN THE PARTIES, WHETHER IT RESULTS IN PROCEEDINGS IN ANY COURT IN ANY JURISDICTION OR IN ARBITRATION, THE PARTIES HEREBY KNOWINGLY AND VOLUNTARILY, AND HAVING HAD AN OPPORTUNITY TO CONSULT WITH COUNSEL, WAIVE ALL RIGHTS TO TRIAL BY JURY, AND AGREE THAT ANY AND ALL MATTERS WILL BE DECIDED BY A JUDGE OR ARBITRATOR WITHOUT A JURY TO THE FULLEST EXTENT PERMISSIBLE UNDER APPLICABLE LAW. To the extent applicable, in the event of any lawsuit between the parties arising out of or related to these Terms, the parties agree to prepare and to timely file in the applicable court a mutual consent to waive any statutory or other requirements for a trial by jury.
12. General
(a) Complete Agreement. Except as expressly provided herein, these Terms are the complete statement of the agreement between you and Verifone with respect to the Portal, Materials, and Test Equipment and set forth the entire liability of Verifone, its affiliates and licensors, and your exclusive remedy, with respect thereto and your use thereof. Any waiver of any of the terms herein by Verifone must be in a writing signed by an authorized officer of Verifone and expressly referencing these Terms. Failure of Verifone to enforce these Terms shall not constitute a waiver. If any provision of these Terms is invalid or unenforceable under applicable law, then it shall be changed and interpreted to accomplish the objective of such provision to the greatest extent possible under applicable law, and the remaining provisions will continue in full force and effect.
(b) Assignment. These Terms, and any rights and licenses granted hereunder, may not be transferred or assigned by you without Verifone’s prior written consent. Verifone reserves the right to assign or transfer these Terms or any right or obligation under these Terms to any third party without notice or consent. Subject to the foregoing, these Terms shall be binding upon and inure to the benefit of the parties hereto, their successors and permitted assigns.
(c) No Agency or Partnership. These Terms will not be construed as creating an agency, partnership, joint venture, fiduciary duty, or any other form of legal association between you and Verifone, and you will not represent to the contrary, whether expressly, by implication, appearance, or otherwise.
(d) Third Party Beneficiaries. Certain components of the Materials may be procured from Verifone from Verifone’s third-party providers and any such providers shall be a third-party beneficiary of the terms and conditions of these Terms. Except for the foregoing, these Terms are not for the benefit of any third parties.
(e) No Disparagement. At no time during or following the term of these Terms shall you make any statement to any person or entity that in any way disparages or demeans the business reputation or acumen of Verifone, the Materials, or any other product or service of Verifone (or any of its affiliates) or that would have the tendency to cause any party not to enter into business relationships with Verifone (or any of its affiliates).
(f) Notices. You shall send notices to Verifone at the following address, or such other address as shall have been given to you in writing: VeriFone, Inc. c/o Corporation Service Company, 251 Little Falls Drive, Wilmington, DE 19808, email: legalnotices@verifone.com. All such notices shall be deemed effective upon the earliest to occur of: (a) actual delivery; or (b) three days after mailing, addressed and postage prepaid, return receipt requested.
