Last Update 21 November 2016
This Liquid Developer Agreement ("Agreement") is an agreement between you and Liquid Group Pte. Ltd. and its related corporations (collectively, "Liquid") and applies to your access to and use of the Developer's Tools. You must read, agree with and accept all the terms and conditions contained in this Agreement. By registering for, accessing and/or using the Developer's Tools, you acknowledge that you have read, understood and agree to be bound by this Agreement. If you do not agree to these terms and conditions, you may not access or use the Developer's Tools.
This Agreement and any other agreement into which you have entered with Liquid (collectively "Liquid Agreements"), apply to your access to and use of the Developer's Tools. In the event of any inconsistency, this Agreement will control your access to and use of the Developer's Tools. We may amend this Agreement at any time by posting a revised version on our website. The revised version will be effective at the time we post it.
1.2 Liquid 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 you use it 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 Liquid Developer Account in good standing.
1.3 App ID and API Credentials. Liquid will provide you with a unique confidential identification code, certificate and App ID that will enable you to use the Developer's Tools. Liquid may also provide you with API Credentials for testing and/or production. Liquid may immediately terminate or revoke your App ID and/or API Credentials for any reason in Liquid's sole discretion. You may not sell, transfer, sublicense, or disclose your App ID, API Credentials or other Liquid Developer Account credentials to any third party, other than a service provider performing services on your behalf, and you agree to notify Liquid immediately of any violation of your obligations in this Agreement. You shall not sell or otherwise transfer your Application, or permit any API Caller to operate your Liquid Developer Account, without the prior approval of Liquid. You are liable for all activities performed with your App ID, API Credentials or other Liquid Developer Account credentials.
2. Developer Sandbox Environment.
2.1 Access. As a Developer, you may test your API Calls in the Liquid Developer Sandbox. When testing in the Liquid Developer Sandbox, you may only use anonymous, non-live data.
2.2 Usage. You agree that all use of the Liquid Developer Sandbox will be in accordance with Liquid's usage policies for Developer's Tools which are subject to change from time to time. Liquid may post on the LiquidNet Open Payment Platform and/or send an email to you with notices of any changes. You agree that Liquid will not be liable to you or any third party for any modification or cessation of Developer's Tools, including the Liquid Developer Sandbox. All accounts and transactions made in the Liquid Developer Sandbox are not real transactions and no money is actually transferred. The Liquid Developer Sandbox is provided to you on an "as-is" basis and Liquid does not guarantee up-time or availability. You agree that you will not use any robot, spider, or other automatic device to create Liquid Developer Accounts for Liquid Developer Sandbox use and you will not take any action that imposes an unreasonable or disproportionately large load on our Liquid infrastructure.
3. Live Access.
Your Application will be given Live Access if the following requirements are met:
3.1 Merchant Account. The API Caller or operator of the Application has a Merchant Account in good standing. You agree to provide information about you and the API Caller or Application operator to Liquid before receiving live credentials.
3.2 Application Approval. Your Application must receive prior approval from Liquid. You must provide all information and documentation we request so we can review and access your Application. All approval decisions will be made in Liquid'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 Liquid Developer rules as stated in this Agreement, is consistent with the Liquid Agreements and is not likely to prove harmful to Liquid, Liquid Users, Merchants and partners.
4.1 Support. Liquid may provide you with support or modifications for the Developer's Tools (collectively, "Support") in its sole discretion. Liquid may terminate such Support at any time without notice to you. Liquid may change, suspend, or discontinue any aspect of the Developer's Tools, at any time, including the availability of any Liquid APIs. Liquid may release subsequent versions of APIs, and you may be required to use those subsequent versions. Liquid 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.
4.2 API Caller Certification. If you are accessing an advanced level API or more advanced features of a standard level API, you may be required to receive API Caller Certification before you are given Live Access. We may request, and you agree to provide, additional information in connection with API Caller Certification and any periodic reviews of your API Caller Certification that we may perform from time to time. Liquid does not guarantee that you will receive the API Caller Certification for your desired access level, and Liquid may revoke API Caller Certification at any time after notice to the API Caller. API Caller Certification is not required for standard level API Calls.
4.2.1 An advanced level API is an API and/or features of an API that Liquid has identified as having a higher level risk to Liquid and Liquid Users.
4.2.2 A standard level API is an API and/or features of an API that Liquid has identified as having a low risk to Liquid and Liquid Users.
5. Working with Liquid as a Developer.
5.1 General Requirements. If you are a Developer, you must comply with the following:
5.1.1 Have a Liquid Developer Account in good standing.
5.1.2 Not Selectively Offer Liquid. If Liquid is offered as a payment method on your website or Application, with your services, or on any other property, you must always offer Liquid in connection with such service. You may not selectively decide to offer Liquid for some transactions but not for other transactions. If your Application or website supports Liquid payments, you may selectively choose which Liquid payment type you wish to offer in each transaction flow, provided only one type of Liquid payment method is offered in every flow.
5.1.3 Not engage in any acceptance practices that discriminate against or discourage the use of Liquid;
5.1.4 Not create a method for receiving payments that will result in the Recipient avoiding or overpaying Liquid fees, if any;
5.1.5 Not charge a surcharge to a customer because he/she chooses to pay with Liquid. A surcharge is a fee that is charged to the transaction based on the payment instrument or mechanism selected by the customer. For example, if you charge a fee to accept Liquid transactions but not to accept cash transactions and/or another payment option, then you are charging a surcharge. You may, however, charge Your Users a fee for any value-added services that you may provide so long as you charge such fee consistently for such value added services. In the event you apply a surcharge, you must inform the customer of the requested charge; Liquid has no liability to any customer where you have failed to inform the customer of any surcharge and you agree that any such liability shall be yours.
5.1.6 Not Set Minimums or Maximums. Subject to applicable law, you may not set minimum or maximum transaction amounts as a condition of accepting Liquid.
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 Merchant Agreement (where applicable);
(d) Acceptable Use Policy, as well as all referenced rules and policies under such agreements, all of which are incorporated herein by this reference; and
(e) any other agreement you have entered into with Liquid.
5.2.2 Product Documentation / Specifications. Liquid'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 Liquid from time to time.
5.2.5 Laws/Regulations/Rules. All applicable laws, regulations, and third party payment network rules and regulations (such as Visa, MasterCard, American Express, etc.) related to your use of the Developer's Tools and Liquid Services, and your provision of the Your Liquid-enabled Services, your promotional activities and other business activities.
5.2.6 Other Requirements. Any other Liquid requirements that we provide to you in our sole discretion.
5.3 Beta Tools and Services.
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) Liquid is under no obligation to release a non-Beta version of Beta Developer's Tools; and (h) Liquid 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 Liquid'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 Liquid Policies. You may not create an Application or provide Your Liquid-enabled Services that are designed to, or have the effect of, circumventing Liquid'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 Liquid's account limits for sending, receiving or withdrawing funds.
5.6 Providing Correct Information. All information that you submit to Liquid (or Liquid'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 Liquid as part of Application Review, API Caller Certification, or in response to a request from Liquid for information, (ii) information you submit through an API Call, and (iii) information you provide to a Liquid User, Your User, or other third party in connection with your use of the Developer's Tools or provision of your Liquid- 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. Liquid will not reimburse you for any costs or expenses, even if your Application is rejected.
6. Your Relationship With Your Users.
6.1 Express Consent Required. You must receive Your Users' express consent to provide Your Liquid-enabled Services and to ensure compliance with all applicable laws, including but not limited to the requirements relating to personal data protection laws. 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 Liquid- enabled Services.
6.2 Provide Customer Support. You are responsible for the operation of your Application, the provision of the Your Liquid-enabled Services, and all related customer support, as well as for providing customer support for the goods and services you sell.
7. Activities Subject To Additional Restrictions. You must receive our Prior Approval 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 Liquid Services beyond Singapore.
7.2 Permits Personal Payments or Provide Remittance Services. Any Application that allows personal payments originating from Liquid Users, or 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 Liquid User to put funds or value into his/her Liquid Account, or withdraw funds or value from his/her Liquid 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 Liquid 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 Virtual Currency. Any Application that allows for the purchase or sale of a virtual currency, which includes vouchers, certificates having or indicating a value, any functional equivalent of money, or any other representation of value accepted as a means of exchanging value between two or more parties. However, non_transferable vouchers or certificates issued by a seller and valid only in relation to the issuing seller are not a virtual currency.
7.7 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 Liquid's Acceptable Use Policy.
7.8 Block Liquid Payment Methods. Any Application that blocks a Liquid User from selecting a Payment Method in his or her Liquid Account.
8. Payment Rules for Your Applications.
8.1 No Payment Aggregation. This applies to all transaction payments.
8.1.1 All payments must flow directly from the customer's Liquid Account to the Merchant's Liquid Account. Payments may not flow from the customer to a third party and then be transferred to the Merchant.
8.1.2 The Merchant must be the provider of the goods and services of record and be identified as such to the customer in the context of the sale. Identification may consist of listing the Merchant by its full name in the sale terms, on a website used or referenced in the sale, or in other representations to the customer at or near the time of sale. Identifying an agent or intermediary in the sale transaction is not sufficient identification of the actual Merchant.
8.2 Merchant Requirements. As a Merchant or seller of goods and services, you must do all of the following:
8.2.1 Enter into a direct contractual relationship (agreement) with the customer 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 customer, including:
(a) Ensure that the products and/or services are delivered to or performed for the customer in accordance with your agreement with the customer. You do not have to be the actual party delivering the products or performing the services, but the customer must have recourse against you if the performance or delivery fails to reach the customer;
(b) Provide refunds or otherwise resolve customer complaints in accordance with your agreement with the customer;
(c) Provide customer support directly or through a third party service provider; and
(d) Accept all Transaction Liability and liability under Liquid's Acceptable Use Policy.
(e) If you delegate the performance of these Merchant Requirements to a third party, you remain responsible to Liquid for their proper performance.
8.4 Refunds. You may only issue a refund to reverse a prior payment transaction. The amount of the refund must be equal to or less than the amount of the original payment. Any Liquid payment refund must be made to the same Liquid Account from which the payment was sent.
8.5 Required Fields in Payment Orders. Your Application must ensure that the Payment Order for each payment includes a description field to identify the goods or services being sold.
8.6 Provide Referring URL. If your Application sells or offers for sale goods or services or facilitates sales of goods or services, then each Payment Order from your Application must include the URL containing a list of all the items available for sale. If your Application refers to a website from which terms of sale or further information is available, then each Payment Order from your Application must provide the URL from the referenced website.
9. License Rights & Intellectual Property.
9.1 License to You. Subject to the terms of this Agreement and while it remains in effect, Liquid grants you a revocable, non-exclusive, non-transferable license to access, integrate and use the Developer's Tools into your Application to provide Your Liquid-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 Documentation accompanying the Liquid Services. If you do not comply with Liquid's implementation and use requirements you will be liable for all resulting damages suffered by you, Liquid and third parties.
9.1.3 Liquid 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 Liquid's software are owned by Liquid.
9.1.6 Any third party software application you use on the Liquid website is subject to the license you agreed to with the third party that provides you with this software. Liquid does not own, control nor have any responsibility or liability for any third party software application you elect to use on the Liquid website and/or in connection with the Liquid Services.
9.2 License to Liquid. You provide Liquid 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 a written notice to Liquid. If you revoke this license, this Agreement will immediately terminate. Upon license revocation, you may request removal of your Application from Liquid websites. Liquid will make commercially reasonable efforts, as determined in its sole discretion, to remove all references and links to your Application from Liquid websites. Liquid has no other obligation to delete copies of, references to, or links to your Application.
9.3 Liquid Marks. Subject to the terms of this Agreement, Liquid grants you a revocable, non-exclusive, non-transferable license to use the Liquid Marks solely in connection with advertising and marketing Your Liquid-enabled Services and in accordance with any requirements as may be imposed by Liquid and notified to you from time to time.
9.4 Your Marks. You grant Liquid 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. Liquid may do so (i) through press releases, public announcements, and other oral communications at conferences, media events, or other marketing opportunities; (ii) on the Liquid website or through other electronic communications such as emails to Liquid Users, newsletters, or in materials that Liquid otherwise makes publicly available; and (iii) through any other means of communication to promote the use of Liquid, the Developer's Tools, and/or your Application.
9.5 Intellectual Property.
9.5.1 Liquid retains all rights, title and interest in the Intellectual Property embodied in or associated with the Developer's Tools (including but not limited to SDKs and APIs), Liquid 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 Liquid 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 Liquid or any third party.
9.5.4 There are no implied licenses under this Agreement, and any rights not expressly granted are reserved by Liquid. 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 Liquid 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 Liquid-enabled Services, so long as Liquid does not infringe your intellectual property rights. Similarly, Liquid may create and develop marketing and distribution materials about competing products and services offered by Liquid as long as those materials do not infringe your intellectual property rights.
10. Prohibited Activities
10.1 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 Liquid User, or any other third party on behalf of Liquid. This means that any information that you submit to Liquid through an API Call, must be customer information that you already have in your possession and not customer information that you collect for the sole purpose of submitting it to Liquid to allow Your User or a third party to create a Liquid Account.
(b) Publicly display Liquid User Information without the consent of the Liquid User. For example, you may not have an Application that would publicly display a Liquid User's email address or name that will identify the Liquid User;
(c) Use the Liquid 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 Liquid User Information to a third party;
(e) Use the Liquid User Information to perform competitive, comparative or any other type of analysis to develop marketing or business strategies directly or indirectly targeting Liquid Users; or
(f) Use the Liquid User Information to engage in marketing or other sales activities.
10.2 Additional Requirements. Liquid may, in its sole discretion, provide you with additional requirements related to your collection, use, or storage of Liquid User Information.
11.1 Confidential Information Defined. Confidential Information means all information that Liquid provides to you under this Agreement, including but not limited to the following: (i) the Liquid User Information and all other information you receive through an API Call or otherwise related to your provision of Your Liquid-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 Liquid's confidential information.
11.2 Confidentiality Obligations. You must maintain Liquid'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 Liquid-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 Liquid 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 Liquid 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.
If we believe there may be a high level of risk associated with your Liquid Account once you have taken your application live, we may take certain actions in connection with your Account and/or your use of the Liquid Services.
12.1 Reserves. Liquid, in its sole discretion, may place a Reserve on funds held in your Merchant Account when Liquid believes there may be a high level of risk associated with your Merchant Account. If Liquid places a Reserve on funds in your Merchant Account, they will be shown as "pending" in your Liquid balance. If your Merchant Account is subject to a Reserve, Liquid will provide you with notice specifying the terms of the reserve. The terms may require that a certain percentage of the amounts received into your Merchant Account are held for a certain period of time, or that a certain amount of money is held in reserve. Liquid may change the terms of the Reserve at any time by providing you with notice of the new terms.
12.2 Additional Actions. We may take other reasonable actions we determine are necessary to protect against the risk associated with your Merchant Account including requesting additional collateral from you such as a letter of credit or a personal guarantee. You agree that Liquid may contact your customers, on your behalf, in the event that Liquid is investigating a potential fraud.
12.3 Information. To determine the risk associated with your Merchant Account, Liquid may request at any time, and you agree to provide, any information about your business, operations or financial condition. We reserve the right to reassess your eligibility for live credentials if your business is materially different from the information you provided in your application.
13. Liquid Mobile SDKs and Related APIs.
13.1 Availability. Live Access for the Liquid Mobile SDKs and/or their APIs is available only to eligible Merchant Account holders. As such, Section 14 of this Agreement applies only to Merchants who have Merchant Accounts and seek Live Access for Applications using the Liquid Mobile SDKs and/or their APIs.
13.2 Product Transaction Fees. Payments processed using the Liquid Mobile SDKs and/or their APIs are classified as Purchase Payments. As such, all applicable transaction fees, including merchant rates, shall apply.
13.3 Additional Fees. Any additional fees applicable to Purchase Payments, such as Refunds and Chargebacks, will apply to payments processed using the Liquid Mobile SDKs and/or their APIs.
13.4 Payment Terms.
13.4.1 You agree that Liquid may charge your Merchant Account for fees that become due under this Agreement, if you choose this payment arrangement. In the event that Liquid is unable to recover any fee amount that is due from your Merchant Account, Liquid may terminate your use of the Liquid Services within 30 days of the date that the fee was due and you will remain obligated to pay Liquid for any unpaid amounts.
13.4.2 You agree that Liquid is permitted to charge the credit card or bank account (if available) linked to your Merchant Account, if you choose this payment arrangement, for fees that become due under this Agreement.
13.4.3 For fees charged on a per transaction basis, the fee amount will be deducted from the transaction at the time of the transaction.
13.4.4 All fees are non-refundable.
14. Data Security.
14.1 General. You are fully responsible for the security of data on your website and/or Application or otherwise in your possession or control. You agree to comply with all applicable laws and rules in connection with your collection, security and dissemination of any personal, financial, Card, or transaction information (defined as "Data") on your website and/or Application.
14.2 PCI Compliance.
(a) Liquid Mobile SDKs. You agree that at all times you will follow the PCI Mobile Payment Acceptance Security Guidelines.
(b) APIs Used To Process Credit Card Payments. You agree that at all times you will comply with the Payment Card Industry Data Security Standards (PCI DSS) and the Payment Application Data Security Standards (PA DSS), as applicable. You agree to promptly provide us with documentation evidencing your compliance with PCI DSS and/or PA DSS, if requested by us. You also agree that you will use only PCI compliant service providers in connection with the storage, or transmission of Card Data defined as a cardholder's account number, expiration date, and CVV2. You must not store CVV2 data at any time.
14.3 Data Usage. Unless you receive the consent of your customer, you may not retain, track, monitor, store or otherwise use Data beyond the scope of the specific transaction. Further, unless you get the consent of Liquid and each acquiring bank and/or the relevant card companies, as applicable, you agree that you will not use nor disclose any card data for any purpose other than to support payment for your goods and services. All card data must be completely removed from your systems, and any other place where you store card data, within 24 hours after you receive an authorization decision unless you have received the consent of your customer to retain the card data for the sole purpose of processing recurring payments. To the extent that card data resides on your systems and other storage locations, it should do so only for the express purpose of processing your transactions. The following will remain the property of Liquid, its appointed Acquirers or the relevant issuing banks, as appropriate: (a) all Data and other information provided to you by Liquid in relationship to the Liquid Services; and (2) all card data.
14.4 Additional Security. You will not give, transfer, assign, sell, resell or otherwise dispose of the information and materials provided to you to utilize the Liquid Services, including but not limited to the Liquid Mobile SDKs and their APIs. You are solely responsible for maintaining adequate security and control of any and all IDs, passwords, credentials or any other codes that are issued to you by Liquid, each Acquiring Bank or the Card Companies.
14.5 Audit. If Liquid believes that a security breach or compromise of Data has occurred, Liquid may require you to have a third party auditor that is approved by Liquid conduct a security audit of your systems and facilities and issue a report to be provided to Liquid, the acquiring banks and card companies or issuing banks. In the event that you fail to initiate an audit within 10 business days of Liquid's request, Liquid may conduct or obtain such an audit at your expense.
15. Terms & Termination.
15.1 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 the earlier.
15.2 Termination. This Agreement shall remain effective until terminated by either party.
15.2.1 Termination by You. You may terminate this Agreement without giving reason by providing Liquid 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 Liquid's receipt of notice.
15.2.2 Termination by Liquid. 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 in this Agreement, the Acceptable Use Policy, or any applicable law;
(b) You breach any other term of this Agreement or any other agreement between yourself and Liquid and you fail to cure such breach within 10 calendar days of receiving notice from Liquid, or such other time period specified by Liquid;
(c) You fail to pay Liquid any amounts due under this Agreement or any other agreement you have entered into with Liquid;
(d) You do not provide adequate customer support, or your Application results in a disproportionally high level of enquiries to Liquid customer support;
(e) We close the related Merchant Account for any reason specified in the Merchant Agreement or in any other agreement which you have entered into with Liquid;
(f) We have reason to believe that your Application, including the name of your Application, violates Liquid's or a third party's Intellectual Property rights. If you market or otherwise refer to your Application as a clone of another application, Liquid may deem this evidence of infringement;
(g) Your Application poses a legal, regulatory, or financial risk to Liquid in any jurisdiction in which you provide the Your Liquid-enabled Services;
(h) You tamper, hack, modify or otherwise corrupt the security or functionality of the Liquid Services or the Liquid Developer Sandbox;
(i) You or the API Caller becomes insolvent;
(j) 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;
(k) 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
(m) You enter into or propose any composition or arrangement with your creditors (or any class of your creditors) concerning your debts.
15.2.3 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 Liquid-enabled Services; (iii) you must destroy all Liquid Confidential Information and Liquid User Information within 7 calendar days of termination, and upon Liquid's request provide proof of such destruction within 7 calendar days of Liquid's request for proof; and (iv) you will remain liable for any amounts due or other liability under this Agreement.
16. Other Miscellaneous Terms
16.1 Choice of law and jurisdiction. his Agreement shall be governed by and construed in accordance with the laws of Singapore. The courts of Singapore shall have exclusive jurisdiction over all disputes arising in relation to this Agreement.
16.2.1 Notice to You. You agree that Liquid may provide notice to you by posting it on our website, emailing it to the email address associated with your Liquid Developer Account, or mailing it to the street address listed in your Liquid Developer Account. 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.
16.2.2 Notices to Liquid. Notice to Liquid must be sent by postal mail to Liquid Group Pte. Ltd. at 1 Fusionopolis View, #07-02, Sandcrawler, Singapore 138577 or such other address as may be notified to you.
16.3 Indemnification / Limitation of Liability / Disclaimers.
16.3.1 Indemnification. You agree to defend, indemnify and hold harmless Liquid, its 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) infringement of any third party's intellectual property rights, (iii) use of the Developer's Tools, Application or technology; and/or (iv) other actions or omissions resulting in Transaction Liability or other liability to Liquid.
16.3.2 Limitations of Liability. IN NO EVENT SHALL LIQUID, ITS RELATED CORPORATIONS, PERSONS WHO ACT ON LIQUID'S BEHALF, AND/OR THE PERSONS LIQUID ENTERS INTO CONTRACTS WITH BE LIABLE FOR ANY INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL OR EXEMPLARY DAMAGES ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT, LIQUID SERVICES, WEBSITES, DEVELOPER'S TOOLS OR OTHER ACTIONS OR OMISSIONS INCLUDING:
(a) ANY LOSS OF PROFITS, GOODWILL, BUSINESS, CONTRACTS, REVENUE OR ANTICIPATED SAVINGS EVEN IF LIQUID IS 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 LIQUID'S 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.
16.3.3 DISCLAIMER OF WARRANTIES. EXCEPT AS EXPRESSLY SET FORTH IN THIS AGREEMENT, LIQUID DISCLAIMS ANY REPRESENTATIONS OR WARRANTIES, EXPRESS OR IMPLIED, REGARDING THE LIQUID WEBSITE, SERVICES AND DEVELOPER'S TOOLS, INCLUDING BUT NOT LIMITED TO ANY IMPLIED WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT. THE LIQUID WEBSITE, LIQUID SERVICES, AND DEVELOPER'S TOOLS ARE PROVIDED "AS-IS" AND LIQUID MAKES NO WARRANTY THAT THE LIQUIDNET OPEN PAYMENT PLATFORM, SERVICES, AND DEVELOPER'S TOOLS WILL BE UNINTERRUPTED, TIMELY, SECURE, OR ERROR FREE. LIQUID DOES NOT HAVE CONTROL OF, OR LIABILITY FOR, THE PRODUCTS OR SERVICES PURCHASED USING THE LIQUID SERVICES, OR GUARANTEE THE IDENTITY OF ANY LIQUID USER.
16.3.4 Security and Stability. You acknowledge that it is in the best interests of both you and Liquid that Liquid maintains a secure and stable environment. To that end, Liquid 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 Liquid's system or an emergency, Liquid 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 Liquid system.
16.3.5 Uptime. Liquid does not guarantee any minimum uptime for the LiquidNet Open Payment Platform, Developer's Tools, and/or Liquid Services.
16.4 Transaction Liability. The Merchant Agreement determines your Transaction Liability.
16.5 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.
16.6 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. Liquid is not responsible for determining whether taxes apply to your transaction, or for collecting, reporting or remitting any taxes arising from any transaction.
16.7 Your Relationship with Liquid. You and Liquid are independent contractors. This Agreement does not create or imply any partnership, agency, or joint venture.
16.8 Assignment. You may not transfer or assign this Agreement without Liquid's Prior Approval. Liquid 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.
16.9 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.
16.10 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.
16.11 Force Majeure. Liquid 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 Liquid's reasonable control. In the event of such a failure, Liquid's obligations shall be suspended until Liquid is able to perform.
16.12 Complete Agreement. The Liquid Agreements, including any policies referenced therein set forth the entire understanding between you and Liquid with respect to the access and use of the Developer's Tools.
16.13 No Third Party Rights. A person who is not a party to this Agreement does not have any rights under the Contracts (Rights of Third Parties) Act of Singapore.
"API" means each of Liquid's proprietary application programming interfaces, which are used by Developers to interface with Liquid Services.
"API Call" means a call from an Application via an API to interact with the Liquid Services.
"API Caller" means the person or persons making the API Call to the Liquid 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 Liquid 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 the Liquid Developer Sandbox or Live Access.
"Application Review" means the process through which Liquid, or a third party designated by Liquid, reviews your Application and any information provided by you to decide whether to approve your Application for Live Access.
"Branding Requirements" means Liquid's then current logo usage and branding requirements provided or made available by Liquid.
"Database" means Liquid's database containing Liquid Users' information that you query through the Developer's Tools in order to perform the Liquid-enabled Services.
"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, SDKs, Documentation, Liquid Developer Sandbox, Live Access, developer websites and portals, technical support, and all other tools, services, content and information made available to you by Liquid through the LiquidNet Open Payment Platform or such other Liquid websites and/or webpages, or any other means.
"Documentation" means all written information provided or made available to you by Liquid including information related to the Liquid Services, Developer's Tools, Developer's guides, and reference guides. Documentation may be provided on the LiquidNet Open Payment Platform or such other Liquid websites and/or webpages.
"Information Security Requirements" means Liquid's then current information security requirements provided or made available by Liquid.
"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.
"Liquid Developer Account" means a Liquid account assigned by Liquid to a Developer.
"Liquid Developer Sandbox" means the Liquid test environment and any related products and services as may be provided by Liquid from time to time.
"Liquid User Information" means any information related to a Liquid User or their Liquid Account that you receive directly or indirectly from: (i) a Liquid User in connection with your provision or operation of Your Liquid-enabled Services; or (ii) from Liquid through an API Call or by any other means.
"Live Access" means the live Liquid production environment which includes live access to the Liquid 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.
"Merchant" means a provider of goods and services that has entered into a Merchant Agreement with Liquid to accept payment by Liquid from its customers.
"Merchant Account" means an account of a participating Liquid merchant who has entered into a valid Merchant Agreement with Liquid.
"Merchant Agreement" means a merchant agreement entered into between Liquid and a Merchant.
"Payment Order" means the instruction given to Liquid to perform a payment.
"SDK" means each of Liquid's downloadable software developer kits including a package of libraries, applications, associated Documentation, and sample code.
"Transaction Liability" means all liability related to receiving a payment, including reversals, chargebacks, unauthorized transactions, fraud, claims, fees, fines, penalties and other liability incurred by Liquid, a Liquid User, or a third party.
"Your Liquid-enabled Services" means the products or services that you offer and provide to Your Users using the Developer's Tools, Liquid Services, or any Liquid User Information. Your Liquid-enabled Services must be provided in accordance with the terms and conditions of this Agreement, and only upon receipt of the consent of a Liquid User.
"Your User Information" means any customer information that you collect directly from Your Users without the use of the Developer's Tools or other Liquid Services, and for purposes other than providing the Your Liquid-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 Liquid Account are also Liquid Users.