Last Updated: February 1, 2023

 

API Terms of Use

 

These API Terms of Use (the “API Agreement”) govern the terms under which you are permitted to access and use any application programming interface that is made available by Prepaid Expense Card Solutions, Inc. d/b/a PEX (“PEX”) on this website (each, an “API”), as well as any customer data transmitted through an API, which by your use of an API you represent and warrant that you have been granted full authority and permission to access, use, and/or share, as the case may be, by a PEX customer (the “Customer Content”).

 

By accessing or using the API offered by PEX or the Customer Content, you agree to be bound by this API Agreement, including any future amendments or modifications hereto that are effective at the time you access or use the API.  If you access or use the API or Customer Content on behalf of a company, principal, or other entity, you represent that you have authority to bind such entity and its affiliates to the API Agreement and that it is fully binding upon them.  In such case, the term “you” will refer to such entity and its affiliates.  If you do not have authority, or if you do not agree with the terms of this API Agreement, or your permission to access and/or use the Customer Content has been terminated or expired, your no longer have any right to access or use the API or Customer Content.

 

1. Purpose

The API is made available by PEX to enable authorized parties to (a) access Customer Content and present it to their end users within their web sites and/or applications in the manner and for the purpose(s) as expressly approved by a PEX customer, which align with PEX”s services, and which comply with these Terms of Use; (b) transmit Customer Content to PEX to permit PEX to provide services; (c) utilize assigned authentication tokens for PEX end users (but expressly excluding any PEX end user passwords or user names); and/or (c) perform other actions as authorized by PEX (“Permitted Purposes”).  Any use of an API that is competitive or inconsistent with PEX's own services (without a prior written agreement with PEX), is expressly prohibited.  You agree to provide information related to your use of the API and your compliance with this API Agreement to PEX on request.  PEX reserves the right to review and evaluate all uses of an API, to update API access requirements, and to limit, suspend, or terminate a party’s license to use an API in its sole discretion.

 

2. Changes

PEX reserves the right to modify or revise the API Agreement at any time in its sole discretion.  Although PEX will try to provide advance notice of any such updates, such notice may not be possible, and your continued use of an API after the effective date of any such changes will constitute your acceptance of and agreement to such changes.

 

3. Access

PEX hosts the API developer portal (the “Developer Portal”) to allow you to obtain and manage Security Credentials, API documentation, and API usage statistics.  In order to access or use an API, you must first request and receive an API Application ID(s), secret(s), and/or token(s) (collectively, “Security Credentials”) using the Developer Portal.  You must use the API solely for the purpose you state in the application.  You agree to keep your Security Credentials confidential and not share them with anyone other than your employees or contractors who are authorized by you to use the Security Credentials to perform their job responsibilities.  If you discover or suspect that your Security Credentials have been compromised or been used by an unauthorized person or in an unauthorized manner, you must notify PEX and any affected PEX customer immediately, and you will cooperate with PEX to mitigate the impact and prevent any further unauthorized use.

 

You agree that your use of the API is expressly subject to your compliance with PEX security and privacy requirements as outlined in this API Agreement and written policies that are provided to you by PEX from time to time.  You acknowledge and agree that PEX may limit, suspend, or remove your access to the API and Customer Content at any time without notice if PEX determines that your access poses a threat to the API, Customer Content, and/or PEX systems.

 

4. License; Permitted Uses

PEX grants you a non-exclusive, limited, revocable, non-sublicensable, non-transferable license to (a) access and use an API to receive and/or transmit the Customer Content; (b) display and use the Customer Content as approved by the relevant PEX customer.  Additional details of an API may be provided and described in a functional and technical specification document provided by PEX, as updated or amended from time to time.

 

During the term of your license, PEX will provide ongoing support, maintenance, and updates for the API, maintain a test environment for the API, and manage the Customer Content provided by means of the API.  You represent and warrant that all Customer Content uploaded by you to PEX by means of the API is true, accurate, complete, with all required consents from the PEX customer and end users, and in the form and format specified by PEX.

 

5. Non-Permitted Purposes; API Restrictions

In order to ensure the proper operation of the API, and to protect Customer Content under legal, contractual, and similar obligations, you agree that you will not, and will not, directly or indirectly:

 

1. cache, record, pre-fetch, or otherwise store any portion of the Customer Content without express prior authorization, as the API is otherwise intended for real time user-driven requests;
2. modify Customer Content in any way;

C.    use Customer Content to update or create a database other than for or on behalf of a PEX customer as and to the extent expressly authorized in advance by such PEX customer, and excluding any such use for non-PEX Customer purposes;

4. create or disclose metrics about, or perform any statistical analysis of, an API or Customer Content, other than by or on behalf of a PEX Customer as and to the extent expressly authorized in advance by such PEX customer, and excluding any such use for non-PEX Customer purposes;
5. use an API on behalf of any third party;
6. display Customer Content in a manner that could reasonably imply an endorsement, relationship or affiliation with or sponsorship between you or a third party and PEX, other than your permitted use of an API;
7. copy, rent, lease, sell, transfer, assign, sublicense, dissemble, reverse engineer or decompile, modify or alter any part of an API;
8. use an API in a manner that impacts the stability of PEX’s servers or impacts the behavior of other applications using an API;
9. disparage PEX or its personnel or services, or infringe any of PEX’s or any PEX customer’s intellectual property or other rights;
10. access an API in a manner that exceeds any request limits as permitted by your license (as established by PEX from time to time in its sole discretion);
11. use an API to aggregate, consolidate, or otherwise arrange, display, or make available Customer Content in combination with any third party or any PEX competitors’ content, in a manner that PEX determines could diminish the value or integrity of its business or brand;
12. use an API or Customer Content in any manner or for any purpose that may violate any law or regulation, or any right of any person including, but not limited to, intellectual property rights, rights of privacy and/or rights of personality, or which otherwise may be harmful (in PEX’s sole discretion) to PEX, its providers, its suppliers, PEX customers, or your end users;
13. use an API or Customer Content in a manner that could reasonably be interpreted to suggest that PEX is the author or entity that is responsible, in whole or in part, for the products or services being provided by you to the PEX customer or any end user;
14. use an API or Customer Content for unlawful purposes, spyware, adware and/or other malicious programs or code; spam or web spam; hate materials; libelous, defamatory, obscene, pornographic, abusive or otherwise offensive content; or similar; and/or
15. use an API or Customer Content as a means to market to or divert any PEX customer, in whole or in part, from its then-current use of PEX services.

 

6. Proprietary Rights

As between you and PEX, the API and the Customer Content, including any modifications or derivative works thereof (and expressly including any requests, feedback, or suggestions made by you), and all right, title, and interest in and to all intellectual property rights therein, are and will at all times remain the sole and exclusive property of PEX.  In addition, you acknowledge and agree that PEX will fully manage and own all relationships with PEX customers in connection with the Customer Content.

 

7. Your Responsibilities

You will use the API only for the Permitted Purposes and at the call volumes approved by PEX from time to time.  You will coordinate with PEX with sufficient prior notice to enable the parties to plan appropriately for anticipated capacity increases or decreases for your use of the API, or any other change or modification to your license that differs from the use approved by PEX in your initial application.

 

You are solely responsible, at your sole cost and expense, for the development, content, operation, maintenance, and use of your own products and services, and any content featured on or in your products or services, including without limitation taking your own steps to maintain appropriate security, protection, and backup of the same.

 

You will grant access to an API only to those employees or contractors or agents who have a need to have such access rights to perform their responsibilities, and you agree that you will be liable for any breach of this API Agreement by any such party.

 

You will notify PEX promptly in the event that you discover any bugs, security flaws, errors, or similar in connection with your use of an API.

 

8. Term; Termination

The Term of this API Agreement will commence on the date you first access an API or Customer Content, and will continue until terminated by you or PEX in accordance with the terms below.  PEX reserves the right, in its sole discretion (for any reason or for no reason) and at any time without notice to you, to change, limit, suspend, or discontinue an API and/or suspend or terminate your rights and licenses under the API Agreement to access, use, and/or display (as applicable) an API and/or any Customer Content.  You acknowledge that any such change, limitation, suspension, or termination of an API may affect your existing services using the API.

 

Upon any termination or expiration of the API Agreement, you will promptly:

 

·       delete and remove all calls to the API from all web pages, scripts, widgets, applications, and other software in your possession or under your control;

·       promptly delete or destroy all copies of the API and/or any Customer Content, except as otherwise expressly permitted by a PEX Customer in a written notice to PEX; and

·       certify in writing to PEX that such actions have been taken.

 

9. Indemnity

You agree that your use of the API is at your own risk, and you agree to hold harmless, defend (subject to PEX’s right to participate with counsel it selects) and indemnify PEX and its subsidiaries, affiliates, officers, agents, employees and suppliers from and against any and all claims, damages, liabilities, costs and fees (including reasonable attorneys’ fee) arising from, or in any way related to your or your end users’ use or implementation of an API, any Customer Content obtained from the API, or any Customer Content provided by you to PEX using the API.  You will not agree to any settlement that imposes any obligation on PEX without PEX’s express prior written consent.

 

10. No Warranties; No Support

THE API AND CUSTOMER CONTENT ARE PROVIDED “AS IS”, “WITH ALL FAULTS” AND “AS AVAILABLE” WITHOUT WARRANTY, OF ANY KIND AND AT YOUR SOLE RISK. EXCEPT TO THE MAXIMUM EXTENT REQUIRED BY APPLICABLE LAW, PEX DISCLAIMS ALL WARRANTIES, REPRESENTATIONS, CONDITIONS, AND DUTIES, WHETHER EXPRESS, IMPLIED OR STATUTORY, REGARDING THE API AND ANY CUSTOMER CONTENT, INCLUDING, WITHOUT LIMITATION, ANY AND ALL IMPLIED WARRANTIES OF MERCHANTABILITY, ACCURACY, RESULTS OF USE, RELIABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, INTERFERENCE WITH QUIET ENJOYMENT, AND NON-INFRINGEMENT OF THIRD-PARTY RIGHTS.  FURTHER, PEX DISCLAIMS ANY WARRANTY THAT YOUR USE OF THE API OR ANY SECURITY CREDENTIALS WILL BE UNINTERRUPTED, SECURE, TIMELY, OR ERROR FREE. FOR THE AVOIDANCE OF DOUBT, YOU ACKNOWLEDGE AND AGREE THAT THE API AGREEMENT DOES NOT ENTITLE YOU TO ANY SUPPORT FOR THE API. NO ADVICE OR INFORMATION, WHETHER ORAL OR IN WRITING, OBTAINED BY YOU FROM PEX WILL CREATE ANY WARRANTY THAT IS NOT EXPRESSLY STATED IN THE API AGREEMENT.

 

11. Limitation of Liability

YOU AGREE THAT PEX (AND ITS SUCCESSORS AND ASSIGNS) SHALL HAVE NO LIABILITY ARISING FROM OR BASED ON YOUR ACCESS TO AND USE OF THE API (OR PEX’S LIMITATION, SUSPENSION, OR TERMINATION OF SUCH ACCESS AND/OR USE) REGARDLESS OF WHETHER ANY REMEDY SET FORTH HEREIN FAILS OF ITS ESSENTIAL PURPOSE OR OTHERWISE, AND IN NO EVENT SHALL PEX OR ITS SUBSIDIARIES, AFFILIATES, OFFICERS, AGENTS, EMPLOYEES, OR SUPPLIERS BE LIABLE TO YOU OR TO ANY THIRD PARTY UNDER ANY TORT, CONTRACT, NEGLIGENCE, STRICT LIABILITY OR OTHER LEGAL OR EQUITABLE THEORY FOR ANY LOST PROFITS, LOST OR CORRUPTED DATA, COMPUTER FAILURE OR MALFUNCTION, INTERRUPTION OF BUSINESS, OR OTHER SPECIAL, INDIRECT, INCIDENTAL OR CONSEQUENTIAL DAMAGES OF ANY KIND ARISING OUT OF THE USE OR INABILITY TO USE THE API, EVEN IF PEX HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH LOSS OR DAMAGES AND WHETHER OR NOT SUCH LOSS OR DAMAGES ARE FORESEEABLE.  ANY CLAIM ARISING OUT OF OR RELATING TO THE API AGREEMENT MUST BE BROUGHT WITHIN ONE (1) YEAR AFTER THE EVENT GIVING RISE TO SUCH CLAIM, OR ELSE SUCH CLAIM IS PERMANENTLY BARRED. IN FURTHERANCE OF THE FOREGOING, AND NOT IN LIMITATION, YOU AGREE THAT PEX’S MAXIMUM LIABILITY UNDER THIS API AGREEMENT SHALL NOT, IN ANY EVENT, EXCEED THE AMOUNT ACTUALLY PAID BY YOU TO PEX UNDER THIS API AGREEMENT IN THE SIX (6) MONTH PERIOD IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO SUCH CLAIM.

 

12. Limited Relationship

PEX and you are, and will remain, independent contractors, and nothing in the API Agreement will be construed as creating an employer-employee relationship, partnership, or joint venture.  You do not have any authority of any kind to bind PEX in any respect whatsoever, and you will not make any representation to any third party to the contrary.  You agree that you will not make any public statements concerning your use of the API without the express prior written consent of PEX.

 

13. Miscellaneous

The API Agreement encompasses the entire agreement between you and PEX regarding the subject matter discussed therein.  The API Agreement, and any disputes arising from or relating to the interpretation thereof, will be governed by and construed under the laws of the State of New York, without regard to its conflict or choice of law provisions.  The failure by PEX to exercise or enforce any right or provision of this API Agreement will not constitute a waiver of such right or provision or any additional rights hereunder or under law or at equity.  If any provision of the API Agreement is found to be unenforceable or invalid, that provision will be reformed to the minimum extent necessary so that the API Agreement will otherwise remain in full force and effect.  The API Agreement is not assignable, transferable or sublicensable, in whole or in part, by you except with PEX’s express prior written consent.  This API Agreement expressly does not create any third party beneficiary rights in any third party.  The section titles in the API Agreement are for convenience of reference only and have no effect on the interpretation or meaning of the relevant provisions.  PEX shall not be liable for, or be considered in breach of or default under this API Agreement on account of, any delay or failure to perform as required by this API Agreement as a result of any causes or conditions which are beyond PEX’s reasonable control and which PEX is unable to overcome by the exercise of reasonable diligence.  In the event of any conflict or discrepancy between the terms of this API Agreement and any other agreement between you and PEX, the terms of this API Agreement will govern and control unless otherwise expressly provided in such other agreement.

 

17. Contact Information

Please contact PEX regarding this API Agreement at the following information:

 

Email: apisupport@pexcard.com

 

Prepaid Expense Card Solutions, Inc.

462 7th Avenue, 21^st Floor

New York, NY  10018

 

Notices provided by personal delivery will be effective immediately. Notices provided by confirmed email, confirmed facsimile transmission, or overnight courier will be effective one (1) day after they are sent; and by registered or certified mail will be effective three (3) days after they are sent.

 

PEX may provide any notice to you under this API Agreement by: (a) posting a notice on this site; or (b) sending a message to the email address then associated with your account.  Notices PEX provides by posting on this site will be effective upon posting and notices PEX provides by email will be effective when PEX sends the email.  It is your responsibility to keep your email address current.