DEVELOPER PORTAL TERMS OF USE
July 2022
Welcome to the Payoneer Developer Portal
1. ABOUT PAYONEER
The Payoneer Europe Limited (“Payoneer”, “we”, “our” or “us”) provide customers with payment services, including the provision of online payment accounts (the “Payoneer Services”).
2. SCOPE OF THESE TERMS OF USE
2.1 Payoneer makes the Developer Portal available for the purposes of the Developer developing and testing Developer Apps for use with the Payoneer API.
2.2 To the extent permitted by applicable law, these Developer Portal Terms of Use (the “Developer Terms”) apply between us and the Developer when it accesses and uses the Developer Portal and Payoneer API.
2.3 In addition to these Developer Terms, Payoneer’s Privacy & Cookies Policy applies to the Developer’s use of the Developer Portal.
2.4 To the extent that the Developer uses additional Payoneer services from time to time, the Developer may have to agree to additional terms and conditions as notified to the Developer prior to its access to, and use of, those additional services.
2.5 Payoneer may, in its sole discretion, amend, revise or update these Developer Terms and any additional terms and conditions that may apply from time to time, and it will post the amended version of the terms in the relevant section of the Developer Portal. We shall notify the Developer via email of any changes to our terms and conditions and shall try to give you notice of such changes prior to their coming into effect. Your continued use of the Developer Portal shall constitute your consent to such changes. If you do not agree with the changes to the Developer Terms you may at any time close your Developer Account by notifying us through the Contact Us tab located at the footer of the Developer Portal (at https://developer.payoneer.com/psd2/contact).
2.6 Nothing in these Developer Terms is intended to conflict with the requirements of PSD2. In the event that any provision of these Developer Terms is held to conflict, be invalid or is unenforceable, it will not affect the validity and enforceability of the remaining provisions of these Developer Terms.
3. PAYONEER DEVELOPER PORTAL
3.1 The Developer Portal is located at https://developer.payoneer.com/psd2/
3.2 To access and use the Developer Portal the Developer will need to sign-up for a Developer Account by clicking on the “create an account” tab and provide the required information in the sign-up form.
3.3 Each Developer Account is set-up by the Developer User on behalf of the Developer. By setting up a Developer Account the Developer User represents that they are authorized by the Developer and/or under applicable law to sign-up for the Developer Account.
3.4 Only after the Developer User completes the online application form and sets-up the Developer Account will the Developer be able to use the Developer Portal.
3.5 We do not guarantee that the Developer Portal or Payoneer API, or any content provided therein, will always be available or remain uninterrupted.
3.6 We may terminate or suspend your Developer Account (and that of the Developer User) or otherwise restrict your use of the Developer Portal (including access to, and use of, the Payoneer API and related testing facilities):
(a) if you cease to be a Developer (as defined herein);
(b) for objectively justified and duly evidenced reasons.
3.7 We will lift the suspension and/or the restriction as soon as practicable after the circumstances for the suspension and/or restriction have ceased to exist.
3.8 Both the Developer and Payoneer may terminate these Developer Terms together with the Developer’s access to the Developer Portal without cause by giving not less than sixty (60) days’ written notice to the other party. Termination, suspension or some other restriction of the Developer’s access to the Developer Portal shall not prejudice a Developer’s rights under PSD2 to use the Payoneer API to provide the Developer App.
4. THE PAYONEER API
4.1 The information provided in the Developer Portal is intended for use by Developers only. Payoneer provides the Developer Portal for the purposes of facilitating testing of Developer Apps to be used with the Payoneer API.
4.2 We will provide the Developer with a testing facility, including support, for connection and functional testing of the Payoneer API and the Developer App in accordance with PSD2.
4.3 The Payoneer API is provided on an as is basis without warranties of any kind.
4.4 The Payoneer API specification is available on the Developer Portal website.
4.5 In order to access the Payoneer API, the Developer shall identify itself to Payoneer in accordance with the requirements of PSD2.
4.6 Payoneer will only limit the Developer’s access to the Payoneer API in accordance with applicable law.
5. KEEPING YOUR CREDENTIALS SAFE
To protect your access and use of the Developer Portal and Developer Account, we will provide you with certain credentials. You must take all reasonable steps to keep your credentials confidential and protected. If you become aware or if you suspect that the confidentiality of your credentials has been compromised, you are obliged to inform us without undue delay.
6. LICENSE; PROPRIETARY RIGHTS
6.1 Payoneer hereby grants to Developer a non-exclusive, revocable, non-sublicensable, non-transferable, royalty-free license to use and display solely in connection with Developers Apps, subject to and for the duration of this Agreement:
(a) the Usage Data; and
(b) the Payoneer Marks solely to identify materials originating from and licensed by Payoneer, provided that Developer shall use the Payoneer Marks in accordance with the Payoneer brand guidelines and obtain Payoneer’s written approval prior to any use of the Payoneer Marks not in accordance with the brand guidelines.
6.2 All Payoneer Materials, any improvements, enhancements or modifications to or feedback on the Payoneer Materials and all Payoneer IP shall at all times remain the exclusive property of Payoneer and Developer shall have no rights, express or implied, to the Payoneer IP.
6.3 In the event that any Payoneer IP vests in the Developer, Developer hereby assigns (or shall use reasonable endeavours to assign or procure the assignment) to Payoneer all right, title and interest in and to such Payoneer IP.
6.4 Developer retains all rights, title and interest in the intellectual property subsisting in the Developer Apps, subject to Payoneer’s ownership rights in any underlying Payoneer Materials.
6.5 Developer represents and warrants that Developer App and any part thereof including the title, description and content, does not infringe any rights of third parties.
7. RESTRICTIONS
To the extent permitted by applicable law the Developer shall not:
7.1 either during the term or after termination of these Developer Terms, obtain or try to obtain or register for itself anywhere in the world any Payoneer IP or any trade marks similar to the Payoneer Marks.
7.2 copy, rent, lease, sell, transfer, assign, sublicense, disassemble, reverse engineer, decompile, modify, or alter any part of the Payoneer Portal, Payoneer APIs or the Usage Data.
7.3 violate any law or regulation, or any rights of any person including, but not limited to, intellectual property rights, privacy rights, or otherwise harm the End Users when using the Developer Portal, Payoneer API or any Usage Data.
7.4 mislead, confuse, or cause misapprehension or confusion among End Users as to the features, functionality, origin, or other aspects of the Payoneer API, Usage Data, Payoneer Services or Payoneer Marks.
7.5 in any way disparage, damage, tarnish or impair the value, integrity, or goodwill of Payoneer IP, Payoneer Developer Portal and Payoneer API thereunder, or the Payoneer Services.
7.6 in its engagement with End Users, promote or use practices to discourage End Users from using the Payoneer Services or which discriminate against Payoneer or the Payoneer Services.
7.7 act outside of the authority granted to it by the consent of an End User.
8. LIABILITY
To the extent permitted by applicable law:
8.1 We shall not be liable for any disruption or impairment of our service or for disruptions or impairments of intermediary services on which we rely for the performance of our obligations hereunder, provided that such disruption or impairment is due to abnormal and unforeseeable circumstances beyond our reasonable control or the control of the intermediary affected.
8.2 Nothing in these Developer Terms shall operate to exclude liability for gross negligence, fraud or fraudulent misrepresentation or for any statutory liability that cannot be excluded or amended by agreement between the parties.
8.3 The Developer Portal is provided on an "as is" basis without warranties of any kind. Payoneer hereby disclaims all warranties, either express or implied, including but not limited to warranties of merchantability and fitness for a particular purpose.
9. HOW WE COMMUNICATE
9.1 Our communication with you will be in English and we may contact you by e-mail, via the Developer Portal or in other ways we agree from time to time.
9.2 If you are unsure whether a communication has originated from us, please contact Payoneer Customer Care.
10. MARKETING AND YOUR DATA
10.1 By accepting these Developer Terms, you agree to receive and acknowledge that you will receive notifications by email that will inform you about our new product features, promotions, etc.. If you do not wish to receive any notifications from us, please notify us through the Contact Us page
10.2 Any Personal Information you provide us will be managed in accordance with Payoneer Privacy and Cookies Policy located at www.payoneer.com/privacy (“Privacy Policy”), as amended from time to time.
10.3 You will receive notifications by email that will inform you about new product features, promotions, etc. By accepting these Developer Terms, you agree to receive such notifications on a regular basis. If you do not wish to receive any notifications from us, please notify us thought the Contact Us page.
10.4 You acknowledge that Payoneer reserves the right to, and agree that Payoneer can, access and disclose personal data relating to you:
(a) to comply with all applicable laws obligations to, and lawful requests from, government, or any other regulatory authorities;
(b) to protect Payoneer, its customers and other users; and
(c) to disclose to third parties if Payoneer has reasonable grounds to believe your use of the account is in violation of these Developer Terms.
11. DATA PROTECTION AND SECURITY
11.1 Developer, as Data Controller of the any Personal Data Processed as part of the Usage Data (“Usage Personal Data”), warrants that it:
(a) has complied, continues to comply and shall in future comply with all Data Protection Laws;
(b) in particular that is has obtained and shall in future obtain, any necessary consents required for the Processing of Usage Personal Data;
(c) has given, and shall in future give, any necessary notices to Data Subjects; and
(d) otherwise has a legitimate ground to Process the Usage Personal Data as contemplated hereunder.
11.2 Developer acknowledges that Payoneer must comply with security standards imposed by banks, Card Schemes, regulators and payment processors, and Developer agrees to comply and immediately implement any relevant security standards required by Payoneer and communicated to Developer from time to time.
11.3 Developer will treat any Usage Data as highly confidential information. Developer shall:
(a) notify Payoneer as soon as reasonably possible and, in any event, no later than five Business Days after Developer learns of any misappropriation or unauthorized access to, or disclosure or use of, the Usage Data, the Developer Apps, the Payoneer APIs or the Payoneer Services (collectively, “Security Breaches”);
(b) investigate each Security Breach that Developer becomes aware of or has reason to suspect as soon as reasonably possible and, in any event, no later than five Business Days of becoming aware or having reason to suspect such Security Breach has occurred, and, in the case of an actual Security Breach, provide assistance to Payoneer in connection with any reasonable investigation that Payoneer may desire to conduct with respect to such Security Breach; and
(c) implement any steps requested by Payoneer to limit, stop or otherwise remedy any actual or suspected Security Breach.
11.4 Developer will be fully responsible for any authorized or unauthorized collection, storage, disclosure and use of, and access to, by any third party, any Usage Data .
12. CONFIDENTIALITY
12.1 Any information disclosed by:
(a) Payoneer to the Developer under these Developer Terms, including, without limitation, the Payoneer Materials; and
(b) Developer to Payoneer and marked or stated to be confidential at the time of disclosure
is considered “Confidential Information”.
12.2 A recipient of Confidential Information shall:
(a) only use such Confidential Information for the purpose for which it was provided to the recipient of the Discloser;
(b) not disclose Confidential Information to any third party;
(c) only disclose Confidential Information to such officers, employees or professional advisers as is necessary in order for the recipient to perform its obligations under or receive the benefit of this Agreement; and
(d) ensure that any such officers, employees or professional advisers or other persons to whom you are permitted to disclose such Confidential Information are subject to similar confidentiality provisions.
12.3 A recipient of Confidential Information may disclose Confidential Information:
(a) when such Confidential Information has been placed in the public domain or become generally known other than through the fault of the recipient;
(b) such Confidential Information has been independently developed by the recipient without reference to the Confidential Information of the discloser;
(c) if given prior written approval;
(d) such Confidential Information was already known by the recipient prior to the disclosure without an obligation of confidentiality; or
(e) such Confidential Information is independently received from a third party without any obligation of confidence;
(f) if, and to the extent that, it is required to do so by a regulator, a relevant stock exchange or otherwise by applicable law.
12.4 The obligations with respect to Confidential Information will survive termination of these Developer Terms.
13. TERMINATION OF THESE DEVELOPER TERMS AND CLOSING OF YOUR DEVELOPER ACCOUNT
13.1 On expiry or termination of these Developer Terms for any reason:
(a) all rights and licences granted pursuant to Section 6 shall immediately cease;
(b) Developer shall immediately cease to use all of the Payoneer Marks; and
(c) Developer shall, at Payoneer’s option, destroy or return all Payoneer Materials in its possession.
14. MISCELLANEOUS
14.1 Payoneer makes no representation or warranty as to the validity or enforceability of the Payoneer IP nor as to whether it infringes any intellectual property rights of third parties.
14.2 The Developer warrants and represent that:
(a) Its access to, and use of, the Payoneer API and related testing facilities is as a Developer;
(b) all information it gives to us in connection with its access to the Developer Portal is accurate, correct and up-to-date;
(c) it will only access resources available within the Developer Portal to which it has been granted authorised access;
(d) it will at all times comply with all applicable Law.
14.3 No person other than the Developer shall have any rights under or in connection with these Developer Terms.
14.4 Developer may not assign any rights under these Developer Terms to any third party without our prior written approval. Payoneer my assign or transfer any right or obligation under these Developer Terms by providing you with a notice of such transfer of assignment.
14.5 The Payoneer Developer Portal is operated from the United States and these Developer Terms shall be governed by and interpreted in accordance with the laws of the State of Delaware. Any dispute under these Developer Terms or otherwise in connection with your use of the Payoneer Services shall be brought exclusively in the courts of the State of Delaware except where prohibited by US law.
15. DEFINITIONS
“Affiliate” means with respect to a party hereto, any other person or entity directly or indirectly controlling, controlled by or under common control with such party.
"Data Controller", "Data Processor", "Data Subject", "Personal Data Breach", "Special Categories of Personal Data", "Supervising Authority" and "Processing" shall have the same meanings as in the GDPR (and "Processed" and "Process" shall be construed in accordance with the definition of "Processing") or equivalent terms in equivalent Data Protection Laws;
"Data Protection Laws" means any applicable legislation protecting the personal data of natural persons, including in particular the General Data Protection Regulation (EU) 2016/679 ("GDPR") and the Data Protection Act 2018 (as amended and superseded from time to time), together with all applicable laws, rules, regulations, regulatory guidance and regulatory requirements from time to time;
"Data Subject Request" means a request from a Data Subject to exercise any right under the Data Protection Laws;
“Developer” means a person who in accordance with PSD2:
a) is registered or authorised to provide account information services, payment initiation services or issue a card based payment instruments issuer, or has sought such registration or authorisation and that application, has not been refused or revoked; and
b) has all relevant certificates (being current and unrevoked) for the purposes of identification, access to and communication through, the Developer Portal (including the Payoneer API).
“Developer Account” means the account established by you to access or use the Developer Portal.
“Developer APP” means a software application or component created by the Developer to integrate with the Payoneer API via embedded calls (including any of their code, libraries, and documentation).
“Developer Portal” means the Payoneer Developer Portal, located at https://developer.payoneer.com/payoneer/prod-psd2/
“Developer User” any natural person assigned to set up and operate the Developer Account on behalf of the Developer.
“End User” means a user or a customer of the Developer and Payoneer accessing services through the Payoneer API, and that has signed the Payoneer terms and conditions for the establishment of a Payoneer Account.
“Payoneer API” means, in respect of certain Payoneer Services, the functions, processes, applications, software or code that allows external systems, such as the Developer App, to communicate in accordance with strictly defined parameters with relevant components of our systems which relate to that service, function, process or application.
“Payoneer IP” means any intellectual property rights subsisting in the Payoneer Materials or in any improvements, enhancements or modifications to or feedback on the Payoneer Materials.
“Payoneer website” or “website” means the website available at www.payoneer.com .
“Payoneer Marks” means the logos, brands, trademarks service marks, trade names and similar identifying material owned by Payoneer and its Affiliates.
“Payoneer Materials” means, without limitation, any content, documentation, code, data and related materials made available by Payoneer to Developer through the Developer Portal, Developer Account, under or in connection to these Developer Terms, and all information relating to the Payoneer Services, including the Payoneer Marks, Payoneer (or its Affiliates) marketing and promotional materials, domain names and Payoneer’s and its Affiliates’ copyrights, domain names, and or any form of media.
“Personal Information” or "Personal Data" means any information that can directly or indirectly identify a natural person, and any information defined as such in any applicable Data Protection Laws, which is disclosed in the framework of Developers use of Payoneer APIs and the Developer Account.
“Privacy Policy” means Payoneer's Privacy and Cookies Policy governing the processing of personal data which is available on the website at https://www.payoneer.com/legal/privacy-policy/ as may be amended from time to time.
“PSD2” means Directive (EU) 2015/2366 and all regulatory technical standards and guidelines made thereunder.
““You” and “your” means the Developer.