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API License Agreement

Last Modified: Jan [5], 2025

This API License Agreement (this "Agreement") is a binding contract between you ("you" or "your") and Payman AI, Inc., a Delaware corporation (together with its affiliates, successors, predecessors, parent companies, and/or assigns, "Payman," "we," or "us"). This Agreement, together with the Payman Terms of Service, Privacy Policy, and any additional policies or guidelines referenced herein govern your access to and use of the Payman application programming interface.

BY ACCESSING OR USING THE API, YOU:

  • (A) ACKNOWLEDGE THAT YOU HAVE READ AND UNDERSTAND THIS AGREEMENT
  • (B) REPRESENT AND WARRANT THAT YOU HAVE THE RIGHT, POWER, AND AUTHORITY TO ENTER INTO THIS AGREEMENT
  • (C) ACCEPT THIS AGREEMENT AND AGREE THAT YOU ARE LEGALLY BOUND BY ITS TERMS

IF YOU DO NOT ACCEPT THESE TERMS, YOU MAY NOT ACCESS OR USE THE API.

Additional Terms

By accepting this Agreement or accessing the API, you represent and acknowledge that you are the human legally in control of the account, email address, or other authentication method used to access the API and you have read and agreed to the Payman Terms of Service and Privacy Policy (collectively the "Other Agreements"), the terms of each of which are incorporated herein by reference.

Definitions

  • API means the Payman application programming interface, software developer kit, any API Documentation or other API materials made available by Payman on its website (https://paymanai.com).
  • API Documentation means the API/SDK documentation described at (https://paymanai.com) from time to time.
  • API Key means the security key Payman makes available for you to access the API.
  • Payman Marks means Payman's proprietary trademarks, trade names, branding, or logos.
  • Payman Offering means Payman's operating system and software described at (https://paymanai.com), including both the technology and application software made available by Payman.
  • Your Applications means any applications developed by you to interact with the API.

License Grant(s); Publicity

Subject to and conditioned on your compliance with all terms and conditions set forth in this Agreement, we hereby grant you a limited, revocable, non-exclusive, non-transferable, non-sublicensable license during the term of the Agreement to:

  1. Use the API solely for your internal business purposes in developing and using or offering Your Applications that will communicate and interoperate with the Payman Offering
  2. Display certain Payman Marks in compliance with usage guidelines that we may specify from time to time solely in connection with the use of the API and the Applications (and not in connection with the advertising, promotion, distribution, or sale of any other products or services)

Use Restrictions

Except as expressly authorized under this Agreement, you may not:

  • Copy, modify, or create derivative works of the API, in whole or in part
  • Rent, lease, lend, sell, license, sublicense, assign, distribute, publish, transfer, or otherwise make available the API
  • Reverse engineer, disassemble, decompile, decode, adapt, or otherwise attempt to derive or gain access to any software component of the API
  • Remove any proprietary notices from the API
  • Use the API in any manner or for any purpose that infringes, misappropriates, or otherwise violates any intellectual property right or other right of any person, or that violates any applicable law
  • Combine or integrate the API with any software, technology, services, or materials not authorized by Payman
  • Interfere with, modify, or disrupt any features or functionality of the API
  • Design or permit Your Applications to disable, override, or otherwise interfere with any Payman-implemented communications
  • Use the API in any of Your Applications to replicate or subvert the user experience of the Payman Offering
  • Use the API in a manner that exceeds reasonable request volume or constitutes abusive usage
  • Attempt to cloak or conceal your identity or the identity of Your Applications
  • File for intellectual property registration related to API functionality
  • Use the API to circumvent Payman's KYC Procedures or other compliance measures

Your Applications; End User Consents

You agree to monitor the use of Your Applications for any activity that violates applicable laws, rules, and regulations or any terms and conditions of this Agreement or any Other Agreement, including any fraudulent, inappropriate, or potentially harmful behavior, and promptly restrict any offending users of Your Applications from further use of Your Applications.

You are responsible for:

  • All acts and omissions of your end users
  • Posting privacy notices and obtaining consents from end users
  • Complying with Payman Mark usage guidelines
  • Including Payman as a service provider in your privacy policies
  • Obtaining user consent to Privacy Policies

Support Levels; Updates

This Agreement does not entitle you to any support for the API. While you will have access to the Payman Support channel, support is provided on a first-come, first-served basis with no guarantees.

Updates to the API may be made at our discretion and may affect Your Applications. You are required to make any necessary changes to maintain integration at your own expense.

Fees

  • Payman's Fees: Transaction fees will be collected via Stripe's payment processing infrastructure according to the current fee schedule at (https://paymanai.com)
  • Affiliate Fees: You may add your own fee rates using the automated mechanism as instructed in the API Documentation

Intellectual Property Ownership; Feedback

  • Payman owns all rights to the API, Payman Offering, and Payman Marks
  • You own all rights to Your Applications (excluding Payman's rights)
  • All Feedback provided to Payman becomes non-confidential and owned by

Disclaimer of Warranties

THE SERVICE IS PROVIDED "AS IS" AND "AS AVAILABLE" WITHOUT WARRANTIES OF ANY KIND. PAYMAN DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT.

Indemnification

You agree to indemnify and defend Payman against any claims arising from:

  • Your use of the API or Payman Marks
  • Your breach of this Agreement
  • Your Applications and end user use

Limitations of Liability

LIABILITY IS LIMITED TO $100 IN AGGREGATE AND EXCLUDES SPECIAL, INDIRECT, OR CONSEQUENTIAL DAMAGES.

Term and Termination

  • This agreement continues until terminated
  • Payman may terminate immediately at any time
  • You may terminate by ceasing API use
  • All rights and licenses terminate upon termination

Export Regulation

The API is subject to US export control laws and may not be exported to restricted countries or parties.

Governing Law and Jurisdiction

This Agreement is governed by Delaware law with exclusive jurisdiction in Delaware courts.

Contact Information

Questions: support@paymanai.com