API Developer Access Terms and Conditions

Thank you for your interest in the Fiserv API Portal. Through the Fiserv API Portal, Fiserv offers various tools, content, and services, including certain Fiserv APIs, to manage and facilitate the development of various Applications that use content from and interact with Fiserv Services.

1.             GENERAL. These terms and conditions (“Terms” or “Agreement”) govern your access to and use of certain programmatic web APIs and associated tools, Documentation, and Materials (collectively, “Licensed Components”) that Fiserv Solutions, LLC (together with our affiliates, “Fiserv”, “us”, “we” or “our”) will make available through the Fiserv API Portal to the person or entity accepting this Agreement, together with any company that employs you or that you represent (collectively, “you” or “your”)  in order to allow you to integrate your Application(s) with certain of our systems and online platforms (“Systems”) solely for the purpose of promoting and facilitating your access to and use of Fiserv products and services (“Fiserv Services”).  By (i) clicking “I Accept” or a similar affirmation as it appears below, or (ii) accessing or using the Licensed Components, you acknowledge and agree that your access and use of the Fiserv API Portal and any Licensed Components made available to you will be governed by this Agreement. If at any time you do not agree to the terms of this Agreement, you must immediately terminate all use of the Fiserv API Portal and related Licensed Components. In order to use the Licensed Components, you may be required to provide certain information (such as identification or contact details) as part of the registration process for the Licensed Components, or as part of your continued use of the APIs.  You will ensure that any registration information you give to us will always be accurate, complete and up to date and you will inform us promptly of any updates.

The use of a specific API may require acceptance of and compliance with corresponding additional terms and/or documentation related to that API (collectively, “Additional Terms”). By using or accessing any of our APIs, you agree to comply with the terms of this Agreement, as well as any applicable Additional Terms. If there is a conflict between these Terms and any Additional Terms, then the Additional Terms will control that conflict.

2.             API LICENSE; RESPONSIBILITIES; RESTRICTIONS.

2.1.         API License. Subject to the terms of this Agreement, we grant you a limited, revocable, non-exclusive, non-transferable, non-sublicensable license, solely in the United States and while these Terms are in effect to access, test, and use the Licensed Components solely to enable your Application(s) to interact with our Systems as they currently exist or may exist in the future and retrieve information necessary to facilitate your use of the Systems through your Application, in each case only in the support of your use and receipt of the Fiserv Services. 

2.2.         Responsibilities. You shall, and shall cause any other person or entity (“Person”) acting on your behalf to, (i) comply with any applicable laws, regulations, industry standards and third party rights in connection with your access to and use of the Licensed Components; (ii) display any attribution(s) required by us as described in the Documentation for the APIs only for the purpose of fulfilling your obligations under this subsection (you understand and agree that we have the sole discretion to determine whether your attribution(s) are in accordance with the above requirements and guidelines); and (iii) not make any statement regarding your use of the Licensed Components which suggests partnership with, sponsorship by, or endorsement by us without our prior written consent.

2.3.         Restrictions. You shall not, and shall not permit any other Person to, access or use the Licensed Components except as expressly permitted by this Agreement.  For purposes of clarity and without limiting the generality of the foregoing, you shall not, nor permit any other Person to, except as this Agreement expressly permits: (i) copy, download, modify or distribute the Licensed Components in any service bureau, software as a service, cloud or other technology or service; (ii) sublicense or otherwise assign, transfer or make available the Licensed Components for use by any Person; (iii) reverse engineer, disassemble, modify, decompile, decode, adapt or otherwise attempt to derive or gain access to the source code of the Licensed Components or any related software, (iv) bypass or breach any security device or protection used by the Licensed Components or access or use the Licensed Components or Systems other than as authorized by this Agreement; (v) input, upload, transmit or otherwise provide to or through the Licensed Components or Systems any information or materials that are unlawful or injurious or any virus, worm, malware or other malicious computer code designed to disrupt, disable or harm the Licensed Components or Systems; (vi) remove, delete, alter or obscure any of our trademarks, specifications, documentation, end user license agreement, warranties or disclaimers, or any other intellectual property or proprietary rights notices; (vii) access or use the Licensed Components or Systems in any manner or for any purpose that infringes, misappropriates or otherwise violates any Intellectual Property Rights or other right of any third party or that violates any applicable law; or (viii) access or use the Licensed Components, Systems, or Materials, for purposes of competitive analysis, the development, provision or use of a competing software service or product or any other purpose that is to our detriment or commercial disadvantage.       

2.4.         Third Party Content. The Licensed Components may contain third party content (such as text, images, videos, audio, or software), which is the sole responsibility of the Person that makes it available.  While we may review third party content, we assume no responsibility to determine whether it is illegal, offensive or violates these Terms or if it is subject to third party Intellectual Property Rights and we may remove or refuse to display certain content in our discretion. 

3.             PROPRIETARY RIGHTS; CONFIDENTIALITY.

3.1.         Ownership. As between Fiserv and you, except for the limited licenses granted by these Terms, Fiserv retains all rights, title and interest in and to all Intellectual Property Rights embodied in or associated with the Licensed Components, together with all improvements, enhancements or modifications thereto (including as a result of any suggestion, enhancement request, recommendation, correction or other feedback thereto provided by you, for which we shall have no obligation to you. There are no implied licenses under these Terms, and any rights not expressly granted to you hereunder are reserved by Fiserv or its licensors. You will not take any action inconsistent with Fiserv’s ownership of the Licensed Components.

3.2.         Confidential Information. You acknowledge that, in the course of performing your obligations under these Terms, you may obtain information relating to Fiserv of a confidential and proprietary nature (“Confidential Information”).  Such Confidential Information, which you may obtain in writing, in electronic format, orally, by observation or otherwise, includes, without limitation, the Licensed Components, trade secrets, know-how, formulas, source code, inventions, beta software and other code not commercially released, diagrams, schematics, customer and financial information and product, sales or marketing plans.  You will use Confidential Information only as necessary for your use of the Licensed Components in accordance with these Terms and fulfilling your obligations under these Terms, and you will disclose Confidential Information only to employees who have a need to know or have access to Confidential Information in order to carry out the purposes contemplated under these Terms and who have executed nondisclosure agreements binding them not to use or disclose Confidential Information except as permitted herein. The obligations contained in this Section 3.2 will not apply to the extent any information is: (i) or becomes public knowledge without your fault or action; (ii) received by you from a third party who received and disclosed the information without violation of any confidentiality restriction; or (iii) independently developed by you without use of or access to any Confidential Information. 

4.             TERMINATION

4.1.         Termination. We reserve the right to terminate the Agreement or discontinue the Licensed Components or any portion or feature or your access thereto for any reason and at any time without liability or other obligation to you.  This Agreement shall terminate immediately and be of no further force and effect if at any point you cease receiving Fiserv Services.  Either party may terminate this Agreement immediately upon written notice to the other party if the other party materially breaches this Agreement and (a) the breach is incapable of remedy or (b) the breaching party fails to cure such breach within sixty (60) days of the date of written notice of such breach from the terminating party.  

4.2.         Effect of Termination. Upon any termination of this Agreement or the discontinuance or suspension of your access to the Licensed Components, (i) all rights and licenses granted to you will terminate immediately; (ii) you will immediately stop using the Licensed Components; and (iii) you will immediately delete and destroy any Confidential Information in your possession or control and any cached or stored content that was permitted under these Terms (and, upon our request, certify such destruction in writing, which certification shall include representations that (x) describe the nature and scope of the efforts undertaken to remove/expunge the information and (y) certify that the information is no longer accessible or usable by you). 

4.3.         Suspension. In addition to any other remedies we may have, in lieu of termination, we may elect to immediately suspend your access in the event of our belief in good faith after reasonable inquiry that you breaches these Terms or are engaged in fraudulent, harmful or unlawful activities. 

5.             DISCLAIMER OF WARRANTIES; LIABILITY.

5.1.         Disclaimer of Warranties. THE LICENSED COMPONENTS AND ALL OTHER MATERIALS AND INFORMATION PROVIDED BY US UNDER THIS AGREEMENT ARE PROVIDED ON AN “AS IS” AND “AS-AVAILABLE” BASIS WITH NO WARRANTIES, EITHER EXPRESS OR IMPLIED, OF ANY KIND. TO THE FULLEST EXTENT PERMITTED UNDER APPLICABLE LAW, WE DISCLAIM ANY AND ALL WARRANTIES AND REPRESENTATIONS, INCLUDING ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, ACCURACY OF DATA, AND NONINFRINGEMENT.  FOR THE AVOIDANCE OF DOUBT, WE DO NOT WARRANT THAT THE LICENSED COMPONENTS WILL FUNCTION WITHOUT INTERRUPTION OR ERROR FREE; NOR DO WE MAKE ANY WARRANTY AS TO THE RESULTS THAT MAY BE OBTAINED FROM USE OF THE LICENSED COMPONENTS.

5.2.         Limitation of Liability. WE DISCLAIM ALL LIABILITY FOR DAMAGES CAUSED BY ANY INTERRUPTION OR ERRORS IN FUNCTIONING OR ANY MALFUNCTIONING, IMPOSSIBILITY OF ACCESS, OR POOR USE CONDITIONS OF THE LICENSED COMPONENTS DUE TO INAPPROPRIATE EQUIPMENT, DISTURBANCES RELATED TO INTERNET SERVICE PROVIDERS AND THE SATURATION OF THE INTERNET NETWORK. 

5.3.         No Consequential Damages. TO THE FULLEST EXTENT PERMITTED UNDER APPLICABLE LAW, FISERV SHALL NOT BE LIABLE FOR ANY (I) INCIDENTAL, CONSEQUENTIAL, INDIRECT OR SPECIAL DAMAGES; (II) LOST BUSINESS OR ANTICIPATED SAVINGS, LOST PROFITS, LOST GOODWILL OR DIMINUTION IN VALUE; OR (III) LOST, DAMAGED, CORRUPTED OR INACCURATE DATA, WHETHER FORESEEABLE OR NOT, ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT, EVEN IF SUCH PARTY HAS BEEN ADVISED, KNEW OR SHOULD HAVE KNOWN OF THE POSSIBILITY OF SUCH DAMAGES AND REGARDLESS OF THE FORM OF ACTION, WHETHER IN CONTRACT OR IN TORT, INCLUDING NEGLIGENCE AND STRICT LIABILITY.  

5.4.         Maximum Liability. To the fullest extent permitted under applicable law, and regardless of the form of action, whether in contract or in tort, including negligence and strict liability, Fiserv’s total liability, if any, for any and all claims arising out of or in connection with providing you access to and use of the Licensed Components shall not exceed $1,000.

6.             Indemnification.  You will defend, indemnify and hold harmless Fiserv and its respective representatives or licensors from and against any and all third party claims, as well as any and all losses, liabilities, damages, costs and expenses (including reasonable attorneys’ fees), arising out of or in connection with:  (i) your use of the Licensed Components, (ii) your violation of these Terms, (iii) any assertions that your Application (or any of your systems, software or services used in connection with your Application) infringes any copyright, trademark, trade secret, trade dress, patent or other Intellectual Property Right of any Person or defames any Person or violates their rights of publicity or privacy, or (iv) your negligent or willful acts or omissions.  

7.             Availability, Security, and Stability. Fiserv makes no guarantees with respect to the availability or uptime of the Licensed Components or any other Fiserv Services through the Fiserv API Portal. Fiserv may conduct maintenance on or stop providing any of the Licensed Components at any time, with or without notice to you. Fiserv may change the method of access to the Licensed Components at any time. In the event of degradation or instability of the Systems or an emergency, Fiserv may, in its sole discretion, temporarily suspend your access to the Licensed Components.

8.             MISCELLANEOUS.

8.1.         Relationship. We and you agree that our legal relationship under this Agreement is as independent contractors.  Nothing in this Agreement shall be deemed to create a joint venture, agency, partnership, or other relationship between us and you.

8.2.         Monitoring. You acknowledge that (i) we may monitor use of the APIs to ensure quality, improve our offerings and verify your compliance with the Terms, and agree not to interfere with this monitoring; (ii) this monitoring may include our accessing and using your Application to identify security issues that could affect us or our customers; (iii) we may use any technical means to overcome any interference identified by this monitoring.

8.3.         Modification of the Licensed Components. Fiserv may modify the Licensed Components, API call limits, its databases, or any of the benefits and/or features provided in connection with your use of the Licensed Components at any time with or without notice to you. Modifications may affect your Application and may require you to make changes to your Application at your own cost to continue to be compatible with or interface with the API or other Fiserv Services.

8.4.         Governing Law. These Terms, their subject matter and their formation are governed by the laws of the State of New York without regard to its conflicts of laws provisions.  

8.5.         Equitable Relief. You acknowledge that any breach of Section 2 (API License; Responsibilities; Restrictions) or Section 3 (Proprietary Rights; Confidentiality) may irreparably harm us, that the damages suffered by us as a result of such breach will be difficult to ascertain, and that we may not have an adequate remedy at law for such breach.  You agree and consent that in the event of such breach, we shall be entitled, without posting bond, in addition to all other rights and remedies to which we may be entitled, to have a decree of specific performance or an injunction issued requiring any such violation to be cured and enjoining all persons involved from continuing the violation. 

9.             Additional Definitions.

“APIs” means, for purposes of this Agreement, the application interface that formats, encrypts, and decrypts messages transferred between Your systems and Fiserv's systems as specified in the applicable Documentation and which may be provided to you as part of your use of the Fiserv Services as software in object code format or as sample code or code snippets. You may only use APIs that are specifically exposed as part of this Agreement for interfacing to the respective Fiserv Services.

“Application(s)” means software programs that you develop to interoperate with the respective Fiserv Services using the APIs in accordance with the applicable Documentation for the Development Program.

“Documentation” means collectively, the operating instructions, user manuals, help files and other documentation, in written or electronic form, made available to you via the Fiserv API Portal that are intended to be used in connection with your use of the Fiserv Services or other Materials provided in connection with the Fiserv API Portal.

“Fiserv API Portal” means online web portal offered by Fiserv for you to develop, test, and use certain products or services for use with specified Fiserv Services in accordance with this Agreement.

 

“Materials” means all Documentation, materials, platforms, software, tools, and enabling hardware and software, including the API(s), all made available to you via the Fiserv API Portal.

 

 “Intellectual Property Rights” means patents, copyrights, trade secrets, design rights, data rights, mask work rights, moral rights, trademarks and any other intellectual property rights anywhere in the world, and registrations and applications for any of the foregoing.