U.S. Bank Developer Portal Terms and Conditions of Use

 

Last Updated:   July 8, 2016

 

This is a legal agreement (“Agreement”) between you ("you" or "user") and U.S. Bank National Association (“U.S. Bank” or “we”, “us”, or “our”) that states the material terms and conditions that govern your access to and use of the website located at hive.usbank.com (the “Site”), including the Content (defined below) and the API testing services available via the Site (the “Services”). This Agreement and its terms and conditions are limited solely to the Site and the Services any your use thereof.  They do not amend or supersede any other agreement between you and U.S. Bank, including without limitation any merchant agreement or Third Party Agent Agreement, all of which will continue to exist in full force in accordance with their respective terms.  This Agreement does not grant you any right to use any APIs for production purposes or outside the testing expressly contemplated herein.  BY ACCESSING OR OTHERWISE USING THE SITE YOU AGREE TO THESE U.S. BANK DEVELOPER PORTAL TERMS AND CONDITIONS OF USE (“Terms of Use”). IF YOU DO NOT AGREE TO THESE TERMS OF USE, PLEASE EXIT IMMEDIATELY AND DO NOT ACCESS OR USE THE SITE OR THE SERVICES. 

 

WE RESERVE THE RIGHT TO MODIFY OR AMEND THESE TERMS OF USE FROM TIME TO TIME WITHOUT NOTICE. YOUR CONTINUED ACCESS TO OR USE OF THE SITE OR THE SERVICES FOLLOWING THE POSTING OF CHANGES TO THESE TERMS OF USE WILL MEAN YOU ACCEPT THOSE CHANGES. UNLESS WE PROVIDE YOU WITH SPECIFIC NOTICE, NO CHANGES TO OUR TERMS OF USE WILL APPLY RETROACTIVELY.  

 

1.             Site Availability/User Eligibility.  The Site is available worldwide and may be operated from various locations both within and outside the United States.  The Site and any associated test environments may be hosted by U.S. Bank or a third party vendor of U.S. Bank.  You should only access and use this Site and Services, however, from locations where such access and use are not prohibited by applicable law.   If you access or use the Site from outside the United States, you do so at your own risk and you are responsible for complying with the laws and regulations of the territory from which you access or use the Site.  You shall comply with all applicable domestic and international laws, statutes, ordinances and regulations regarding your use of the Site and Services. You should not access or use this Site if you are under the age of 18 years of age. 

 

2.             Additional TermsAdditional or different terms and conditions (“Additional Terms”) may apply in connection with certain types of submissions or available features on the Site.  If applicable, these Additional Terms will be set forth (i) where you are permitted to make a submission or access certain features or, (ii) in a link adjacent to where you are permitted to make a submission or access the available features.  You should carefully review all Additional Terms before making a submission or accessing the applicable available feature. These Additional Terms are hereby incorporated into and made a part of these Terms of Use by reference.  In the event any Additional Terms conflict with these Terms of Use, the Additional Terms shall control with respect to the subject matter to which the Additional Terms apply. 

 

3.             Copyright and Ownership. All of the content featured or displayed on the Site, including without limitation text, graphics, photographs, images, moving images, sound, and illustrations ("Content"), is owned by U.S. Bank, its licensors, vendors, agents and/or its Content providers. All elements of the Site, including without limitation the general design and the Content, are protected by trade dress, copyright, moral rights, trademark and other laws relating to intellectual property rights. The Services and the Site may only be used for the intended purpose for which such Site and Services are being made available. Except as may be otherwise indicated in specific documents within the Site, in these Term of Use or as permitted by copyright law, you are authorized to view, play, print and download copyrighted documents, audio and video found on our Site for informational, and evaluation and testing purposes only. Except as permitted by copyright law, you may not modify any of the materials and you may not copy, distribute, transmit, display, perform, reproduce, publish, license, create derivative works from, transfer or sell any information or work contained on the Site.  Except as authorized under the copyright laws, you are responsible for obtaining permission before reusing any copyrighted material that is available on the Site. The Site, its Content and all related rights shall remain the exclusive property of U.S. Bank or its licensors unless otherwise expressly agreed. You will not remove any copyright, trademark or other proprietary notices from material found on these Site.

 

4.             Site Access License/Restrictions on UseThe Site is operated by, or on behalf of, U.S. Bank.  U.S. Bank grants you a limited, revocable, non-exclusive, non-transferable license to access the Site and Content.  The Site and/or any portion of the Site may not be reproduced, sold, modified, resold, visited or otherwise exploited for any purpose without U.S. Bank’s express written consent.   

 

In accessing and using the Site, you must comply with all applicable laws rules and regulations, these Terms of Use and any applicable Additional Terms.  In addition, in accessing and using the Site, you may not (unless otherwise expressly permitted by U.S. Bank in writing):

-       request or otherwise attempt to obtain or store, personal information, passwords, account information or any type of information of other users;

-       disguise the origin of any User Submission as defined in Section 8 herein;

-       collect or use of any Content on the Site;

-       make any derivative use of the Site or Content;

-       download or copy account information for the benefit of another company or user;

-       use any data mining, robots, or similar data gathering and extraction tools;

-       access or attempt to access content on the Site through any interface except for the interfaces provided by U.S. Bank;

-       frame or utilize framing techniques to enclose any trademark, logo or other proprietary information (including images, text, page layout or form) of U.S. Bank, its content providers or its affiliates;

-       use any meta tags or any other "hidden text" utilizing our name or trademarks;

-       take any action that imposes, or may impose in our sole discretion an unreasonable or disproportionately large load on our infrastructure;

-       interfere or attempt to interfere with the proper working of the site or any activities conducted on the Site;

-       create any type of link to the Site by-passing the Site’s home page;

-       bypass any measures we may use to prevent or restrict access to the Site; or

-       use any robot, spider, scraper or other automated means to access the Site for any purpose. 

 

Any unauthorized use automatically terminates the permissions and/or licenses granted by us to you. 

 

5.             License to APIs.  U.S. Bank may make available on the Site certain application programming interfaces (each an “API”) and certain documentation and other Content associated with the APIs (“Documentation”).  Unless other specific terms and conditions are otherwise provided by U.S. Bank in connection with the API, U.S. Bank grants you a limited, revocable, non-exclusive, non-transferable license to access and make non-commercial use of the APIs and their Documentation for the sole purpose of testing the integration of the APIs into your apps and testing the use of the APIs to transmit and receive payment card related transaction data to and from U.S. Bank.  

 

6.             Trademarks/No Endorsement. All trademarks, service marks and trade names of U.S. Bank used herein (including but not limited to: U.S. Bank name, U.S. Bank corporate logo, the Site design, and any logos) (collectively “Marks”) are trademarks or registered trademarks of U.S. Bank or its affiliates, partners, vendors or licensors. You may not use, copy, reproduce, republish, upload, post, transmit, distribute, or modify Marks in any way, including in advertising or publicity pertaining to distribution of materials on the Site, without U.S. Bank's prior written consent. The use of Marks on any other website or network computer environment is not allowed. U.S. Bank prohibits the use of Marks as a "hot" link on or to any other website unless establishment of such a link is approved in advance.  You shall not use U.S. Bank’s name or any language, pictures or symbols which could, in U.S. Bank’s judgment, imply U.S. Bank’s endorsement in any (i) written or oral advertising or presentation, or (ii) brochure, newsletter, book, or other written material of whatever nature, without prior written consent.

 

7.             Account Registration and Security. Subject to the terms of these Terms of Use, you understand that you may need to create an account to have access to all of the parts of the Site.  By establishing an account, you represent and warrant you have the right and are authorized to provide the information you provide when you register for the account.  You may not maintain more than one active account through the Site at any time.  In consideration of your use of the Site, you will: (a) provide true, accurate, current and complete information about yourself and your business as prompted by the Site's registration or subscription page (such information being the "Registration Data") and (b) maintain and promptly update the Registration Data to keep it true, accurate, current and complete. If you provide any information that is untrue, inaccurate, not current or incomplete, or U.S. Bank has reasonable grounds to suspect that such information is untrue, inaccurate, not current or incomplete, U.S. Bank has the right to suspend or terminate your account and refuse any and all current or future use of the Site (or any portion thereof). 

 

You are entirely responsible for the security and confidentiality of your password and account. Furthermore, you are entirely responsible for any and all activities that occur under your account.  You will not share your account information or your user name and password with any third party or permit any third party to logon to the Site using your account information.  You agree to immediately notify us of any unauthorized use of your account or any other breach of security of which you become aware. You are responsible for taking precautions and providing security measures best suited for your situation and intended use of the Services and Site. We have the right to provide user account, Content or use records, and related information under certain circumstances (such as in response to legal responsibility, lawful process, orders, subpoenas, or warrants, or to protect our rights, customers or business). Please note that anyone able to provide your personally identifiable information will be able to access your account so you should take reasonable steps to protect this information.

 

8.             User Submissions.  You retain all your rights to any content (e.g. comments, photographs and videos, participation in communities, tips, etc.) that you create, submit or share using the Site (“User Submissions”).  By posting User Submissions on our Site, you do expressly grant U.S. Bank a non-exclusive, perpetual, irrevocable, royalty-free, fully paid-up worldwide, fully sub-licensable right to use, reproduce, modify, adapt, publish, translate, create derivative works from, distribute, transmit, perform and display your User Submissions and your name, voice, and/or likeness as contained in such User Submissions, in whole or in part, and in any form throughout the world in any media or technology, whether now known or hereafter discovered, including all promotion, advertising, marketing, merchandising, publicity and any other ancillary uses thereof, including promotion of the U.S. Bank Site, and including the unfettered right to sublicense such rights, in perpetuity throughout the universe. Any such User Submissions are deemed non-confidential and U.S. Bank shall be under no obligation to maintain the confidentiality of any information, in whatever form, contained in any User Submission. If you upload a User Submission to the Site or other third party websites or applications (for example, by sharing your User Submissions on other social media), you also understand that you are giving other users the right to modify, copy, distribute, publicly perform, publicly display, and create derivative works from it.

 

9.             Inappropriate User SubmissionsU.S. Bank does not encourage, and does not seek User Submissions that result from any activity that: (i) may create a risk of harm, loss, physical or mental injury, emotional distress, death, disability, disfigurement, or physical or mental illness to you, to any other person, or to any animal; (ii) may create a risk of any other loss or damage to any person or property; (iii) may constitute a crime or tort.  You agree that you have not and will not engage in any of the foregoing activities in connection with producing your submission; OR (IV) ARE SEXUAL IN NATURE. U.S. Bank will reject any submissions in which U.S. Bank believes, in its sole discretion, that any such activities have occurred.  If notified by a user of a submission that allegedly violates any provision of these Terms of Use, U.S. Bank reserves the right to determine, in its sole discretion, if such a violation has occurred, and to remove any such submission from the Site at any time and without notice.

 

10.      Inappropriate Material. You are prohibited from using the Site to post or send any unlawful, threatening, defamatory, libelous, obscene, pornographic or profane material or any material that could constitute or encourage conduct that would be considered a criminal offense or give rise to civil liability, or otherwise violate any law. You further understand and agree that sending unsolicited advertisements or “spam” to any user of the Site or the Site or through voice computer systems is expressly prohibited by these Terms of Use. In addition to any remedies that we may have at law or in equity, if we determine, in our sole discretion, that you have violated or are likely to violate the foregoing prohibitions, we may take any action we deem necessary to cure or prevent the violation, including without limitation, banning you from leaving comments or participating in our forums and communities and/or the immediate removal of the related materials from the Site at any time without notice. We will fully cooperate with any law enforcement authorities or court order or subpoena requesting or directing us to disclose the identity of anyone posting such materials.

 

11.          User Submission Disclaimer. User Submissions do not represent the views of U.S. Bank or any individual associated with U.S. Bank, and we do not control User Submissions.  In no event shall you represent or suggest, directly or indirectly, U.S. Bank’s endorsement of User Submissions. U.S. Bank does not vouch for the accuracy or credibility of any User Submissions, and does not take any responsibility or assume any liability for any actions you may take as a result of reading User Submissions on our Site. Through your use of the Site and Services, you may be exposed to Content that you may find offensive, objectionable, harmful, inaccurate or deceptive. There may also be risks of dealing with underage persons, people acting under false pretense, international trade issues and foreign nationals. By using our Site, you assume all associated risks.

 

12.          Third Party Links. From time to time, the Site may contain links to other websites. All such links are provided solely as a convenience to you. If you use these links, you will leave the Site. Neither we nor any of our respective affiliates are responsible for any content, materials or other information located on or accessible from any other website. Neither we nor any of our respective affiliates endorse, guarantee, or make any representations or warranties regarding any other websites, or any content, materials or other information located or accessible from any other websites, or the results that you may obtain from using any other websites. If you decide to access any other websites linked to or from this Site, you do so entirely at your own risk.

 

13.          Right to Take Down User Submissions.  Users shall remain solely responsible for the content of their messages, and User Submissions and U.S. Bank shall have no obligation to prescreen any such content. However, we shall have the right in our sole discretion to edit, refuse to post or remove any material submitted to or posted on the Site at any time without notice. Without limiting the foregoing, we shall have the right to remove any material that we find to be in violation of the provisions hereof or otherwise objectionable, and the additional right to deny any user who fails to conform to any provision of these Terms of Use access to the Site.  

           

14.          Representations and Warranties.  You represent that you are over the age of 18, have the right and authority to enter into this Agreement, are fully able and competent to satisfy the terms, conditions, and obligations herein, and your use of the Site and Services is and will be in compliance with all applicable laws.  Furthermore, you shall be solely responsible for your own User Submissions and the consequences of posting or publishing them. In connection with User Submissions, you affirm, represent and warrant the following:  (i) you have obtained all consents, and possess all copyright, patent, trademark, trade secret and any other proprietary rights, or the necessary licenses thereto, to grant the license in Section 3; (ii) if necessary you have the written consent of each and every identifiable natural person in the User Submission to use such persons name or likeness in the manner contemplated by the Site and this Agreement, and each such person has released you from any liability that may arise in relation to such use; (iii) you have read, understood, agree with, and will abide by the terms of this agreement; (iv) the User Submission and U.S. Bank’s use thereof as contemplated by this Agreement and U.S. Bank will not infringe any rights of any third party, including but not limited to any intellectual property rights, privacy rights and rights of publicity; (v) the User Submission does not contain: (a) material falsehoods or misrepresentations that could harm U.S. Bank or any third party; (b) Content that is unlawful, obscene, defamatory, libelous, threatening, pornographic, harassing or encourages conduct that would be considered a criminal offense, give rise to civil liability or violate any law; (c) advertisements or solicitations of business; or (d) impersonations of third parties, other than those which are readily apparent.

 

15.          DISCLAIMERS. Your use of thIS Site is at your risk. THE INFORMATION, MATERIALS AND SERVICES PROVIDED ON OR THROUGH THE SITE ARE PROVIDED "AS IS" WITHOUT ANY WARRANTIES OF ANY KIND INCLUDING WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, SECURITY OR NON-INFRINGEMENT OF INTELLECTUAL PROPERTY. NEITHER U.S. BANK, NOR ANY OF ITS AFFILIATES, SUPPLIERS, SERVICE PROVIDERS OR LICENSORS WARRANT THE ACCURACY OR COMPLETENESS OF THE INFORMATION, MATERIALS OR SERVICES PROVIDED ON OR THROUGH THE SITE. THE INFORMATION, MATERIALS AND SERVICES PROVIDED ON OR THROUGH THE SITE MAY BE OUT OF DATE, AND NEITHER U.S. BANK, NOR ANY OF ITS AFFILIATES MAKES ANY COMMITMENT OR ASSUMES ANY DUTY TO UPDATE SUCH INFORMATION, MATERIALS OR SERVICES. THE FOREGOING EXCLUSIONS OF IMPLIED WARRANTIES DO NOT APPLY TO THE EXTENT PROHIBITED BY LAW. PLEASE REFER TO YOUR LOCAL LAWS FOR ANY SUCH PROHIBITIONS.

 

NO ADVICE OR INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED FROM U.S. BANK OR THROUGH THE SITE, CONTENT AND SERVICES WILL CREATE ANY WARRANTY NOT EXPRESSLY MADE HEREIN.

 

16.          LIMITATIONS OF LIABILITY. U.S. Bank does not assume any responsibility, nor will be liable, for any damages to, or any viruses that may infect your computer, telecommunication equipment, or other property caused by or arising from your access to, use of, or browsing this Site, or your downloading of any information or materials from this Site. IN NO EVENT WILL U.S. BANK, OR ANY OF ITS OFFICERS, DIRECTORS, EMPLOYEES, SHAREHOLDERS, AFFILIATES, AGENTS, SUCCESSORS OR ASSIGNS, NOR ANY PARTY INVOLVED IN THE CREATION, PRODUCTION, HOSTING, DISPLAY OR TRANSMISSION OF THE SITE, BE LIABLE TO YOU OR ANYONE ELSE FOR ANY INDIRECT, SPECIAL, PUNITIVE, INCIDENTAL OR CONSEQUENTIAL DAMAGES (INCLUDING, WITHOUT LIMITATION, THOSE RESULTING FROM LOST PROFITS, LOST DATA OR BUSINESS INTERRUPTION) ARISING OUT OF THE USE, INABILITY TO USE, OR THE RESULTS OF USE OF THE SITE, ANY WEBSITES LINKED TO THE SITE, OR THE MATERIALS, INFORMATION OR SERVICES CONTAINED ON ANY OR ALL SUCH SITES, WHETHER BASED ON WARRANTY, CONTRACT, TORT OR ANY OTHER LEGAL THEORY AND WHETHER OR NOT ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. THE FOREGOING LIMITATIONS OF LIABILITY DO NOT APPLY TO THE EXTENT PROHIBITED BY LAW. PLEASE REFER TO YOUR LOCAL LAWS FOR ANY SUCH PROHIBITIONS.

 

IN THE EVENT OF ANY PROBLEM WITH THE SITE OR ANY CONTENT, YOU AGREE THAT YOUR SOLE REMEDY IS TO CEASE USING THE SITE. IN NO EVENT SHALL U.S. BANK’S TOTAL LIABILITY TO YOU FOR ALL DAMAGES, LOSSES, AND CAUSES OF ACTION WHETHER IN CONTRACT, TORT (INCLUDING, BUT NOT LIMITED TO, NEGLIGENCE), OR OTHERWISE EXCEED THE GREATER OF (A) TWENTY FIVE DOLLARS (US $25.00) OR (B) THE VALUE OF ANY PRODUCTS OR SERVICES PURCHASED BY YOU ON THE SITE.

 

17.          Indemnity. You agree to defend, indemnify and hold U.S. Bank and any affiliated company or individual harmless from any and all liabilities, costs, and expenses, including reasonable attorneys’ fees, related to or in connection with (i) the use of the Site or the Internet or your placement or transmission of any message or information on this Site by you or your authorized users; (ii) your violation of any term of this Agreement, including without limitation, your breach of any of the representations and warranties above; (iii) your violation of any third party right, including without limitation any right of privacy, publicity rights or intellectual property rights; (iv) your violation of any law, rule or regulation of the United States or any other country; (v) any claim or damages that arise as a result of any User Submission that you provide to U.S. Bank; or (vi) any other party’s access and use of the Site with your username, password or other appropriate security code.

18.          Release. In the event that you have a dispute with one or more other users of the Site, you release U.S. Bank (and our officers, directors, agents, subsidiaries, joint ventures and employees) from claims, demands and damages (actual and consequential) of every kind and nature, known and unknown, suspected and unsuspected, disclosed and undisclosed, arising out of or in any way connected with such disputes, including without limitation any intellectual property dispute or any dispute over the payment of the challenge.

 

19.          Termination. You or we may suspend or terminate your account or your use of this Site at any time, for any reason or for no reason. We may also block your access to our Site in the event that (a) you breach these Terms of Use; (b) we are unable to verify or authenticate any information you provide to us; or (c) we believe that your actions may cause financial loss or legal liability for you, our users or us.

 

20.          Force Majeure. Neither U.S. Bank nor you shall be responsible for damages or for delays or failures in performance resulting from acts or occurrences beyond their reasonable control, including, without limitation: fire, lightning, explosion, power surge or failure, water, acts of God, war, revolution, civil commotion or acts of civil or military authorities or public enemies: any law, order, regulation, ordinance, or requirement of any government or legal body or any representative of any such government or legal body; or labor unrest, including without limitation, strikes, slowdowns, picketing, or boycotts; inability to secure raw materials, transportation facilities, fuel or energy shortages, or acts or omissions of other common carriers.

 

21.          Privacy.  Data collection and use, including data collection and use of personally identifiable information is governed by the U.S. Bank Developer Portal Privacy Policy [A1] which is incorporated into and is a part of this Agreement. 

 

22.          Transmission of Personal Data.  You acknowledge and agree that by providing U.S. Bank with any personal or proprietary user information through the Site, you consent to the transmission of such personal or proprietary user information over international borders as necessary for processing in accordance with U.S. Bank’s standard business practices.

 

23.          General. Any claim relating to, and the use of, this Site and the materials contained herein is governed by the laws of the state of Minnesota. You consent to the exclusive jurisdiction of the state and federal courts located in Minneapolis, Minnesota. A printed version of these Terms of Use will be admissible in judicial and administrative proceedings based upon or relating to these Terms of Use to the same extent and subject to the same conditions as other business documents and records originally generated and maintained in printed form.

 

We do not guarantee continuous, uninterrupted or secure access to our Site or Services, and operation of the Site may be interfered with by numerous factors outside of our control. If any provision of these Terms of Use is held to be invalid or unenforceable, such provision shall be struck and the remaining provisions shall be enforced. You agree that these Terms of Use and all incorporated agreements may be automatically assigned by U.S. Bank in our sole discretion. Headings are for reference purposes only and in no way define, limit, construe or describe the scope or extent of such section. Our failure to act with respect to a breach by you or others does not waive our right to act with respect to subsequent or similar breaches. These Terms of Use set forth the entire understanding and agreement between us with respect to the subject matter hereof. Sections 8 (User Submissions), 16 (Liability Limit), 17 (Indemnity), 18 (Release), 23 (General); and 24 (Entire Agreement) shall survive any termination or expiration of this Agreement.

24.          Entire Agreement. These Terms of Use are the entire agreement between the user and U.S. Bank and supersede any prior understandings or agreements (written or oral).

25.          Additional Assistance. If you do not understand any of these Terms of Use or if you have any questions or comments, we invite you to e-mail  [___________], [Partner Product and ISV Liaison] at [____________].

 

26.          Copyright Notice. All Site design, graphics, text selections, arrangements, and all software are Copyright © 2016, U.S. Bank National Association or its licensors.  ALL RIGHTS RESERVED.