Last Modified: August 27, 2015
The following terms have the meanings given below:
“Amex Express Checkout Developer Portal” means the online service made available by AXP, including the web site, support services (if any) and Sandbox, as each may be modified from time to time by AXP.
“AXP Content” means any and all manuals, user guides, specifications, technical documentation, web pages, content, data and information and/or other documentation provided by AXP through the Amex Express Checkout Developer Portal, as each of the foregoing may be modified from time to time by AXP, but excluding the AXP APIs and AXP SDKs.
“AXP Materials” means, collectively, the AXP APIs, AXP Content and AXP SDKs made available by AXP to Developer via the Amex Express Checkout Developer Portal.
“AXP API” means each of the application programming interfaces (APIs) made available by AXP through the Amex Express Checkout Developer Portal, as it may be modified from time to time by AXP.
“AXP SDK” means each of the software development kits provided by AXP, as it may be modified from time to time by AXP.
“Developer Code” means the software code developed by Developer for purposes of interfacing with the AXP APIs.
“Sandbox” means the set of web pages, interfaces, tools and online services made available by AXP for Developer to test Developer Code and make calls to the AXP APIs, as it may be modified from time to time by AXP.
3.1 Amex Express Checkout Developer Portal Account. Developer must have a current, valid Amex Express Checkout Developer Portal account (“Account”) to use the Amex Express Checkout Developer Portal, including the Sandbox. AXP may, at any time, in its sole discretion, restrict or limit access to one or more portions or features of the AXP Gateway and/or AXP Materials so that they are accessible only to certain developers or end users. Developer may close his or her Account by following the instructions provided via the Amex Express Checkout Developer Portal or the AXP Content. Once Developer’s Account is closed, Developer will not have any access to information or materials stored in the Sandbox.
3.2 Account Security. Developer is solely responsible for keeping Developer’s user ID and password confidential and for all actions performed using Developer’s Account. Developer will notify AXP immediately of any unauthorized access to or use of Developer’s user ID or password or any other security breach.
AXP may, with or without notice, at any time, change, suspend, or discontinue any aspect of the Amex Express Checkout Developer Portal and/or AXP Materials. Without limiting the foregoing, AXP reserves the right, from time to time, without prior notice, to shut down any or all of the Amex Express Checkout Developer Portal or AXP APIs for maintenance and/or updates. AXP is not responsible or liable to Developer for any such downtime.
Any and all ideas, suggestions, guidance, or other information or materials disclosed by Developer related to AXP’s Confidential Information and any and all intellectual property rights relating to the foregoing shall be collectively deemed “Feedback.” Developer hereby grants to AXP a nonexclusive, perpetual, irrevocable, royalty free, fully paid up, worldwide license (with the right to grant and authorize sublicenses) to make, have made, use, import, offer for sale, sell, reproduce, distribute, modify, adapt, prepare derivative works of, display, perform and otherwise exploit such Feedback without restriction.
Developer represents and warrants: (a) all information provided to AXP by or on behalf of Developer in connection with its registration and use of the Amex Express Checkout Developer Portal and AXP Materials is true and accurate, (b) Developer Code does not infringe any intellectual property right of any third party throughout the world and (c) Developer and Developer Code will comply with all applicable laws.
8.1 Term. The term of this Agreement will commence on the date you access the Amex Express Checkout Developer Portal (the “Effective Date") and continue until terminated by either Party as set forth in Sections 7.2 or 7.3.
8.3 Termination by Developer. Developer may, in its sole discretion at any time, and without liability to AXP, terminate this Agreement in its entirety upon thirty (30) days’ notice to AXP.
8.4 Effect of Termination. Upon termination for any reason, Developer must immediately cease all use of AXP Materials and return or destroy (as required by AXP) all AXP Content and Confidential Information in its possession.
11. No Warranty
12. Governing Law
Notices will be in writing and delivered as follows. Notices from Developer to AXP will be sent by courier or overnight delivery to American Express Travel Related Services Company, Inc., American Express Tower, Three World Financial Center, 200 Vesey Street, New York, NY 10285, Attn: General Counsel’s Office, Litigation Department. Notices from AXP to Developer will be sent by electronic mail to the address Developer provided when registering for its Account. Any Party may change its address upon notice.
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