OPENPAYMENT
WEBSITE TERMS OF USE

These Website Terms of Use (“ToU”) sets forth the agreement between OpenPayment Ltd, a company based in Seoul, Republic of Korea (“OpenPayment”, “we”, “our”, and “us”) and each user (“you” or “your”) making use of the (i) website www.openpayment.com (“Website”), (ii) software products namely OpenPayment SDK, OpenPayment Platform, OpenTerminal and OpenCard, you choose to purchase (“Software Products”), and (iii) Services (as defined below).

Please read these ToU carefully before using this Website. Your access or use of the Software Products and the Services are conditioned on your acceptance of and compliance with these ToU. These ToU shall apply to all visitors, users and other persons who access the Website and/or use the Software Product and the Services.

Acceptance of ToU

By using the Website, Software Products and the Services, you accept to be bound by these ToU in full and to comply with all applicable laws. Accordingly, if you disagree with these ToU or any part of the terms and conditions contained herein, you may not access the Website or use the Software Products and the Services.

OpenPayment reserves its right to update these ToU and to change or discontinue any aspect or feature of the Website at any time without notice to you. Any updates, changes, or modifications to the Website shall be effective immediately. Any use of the Website by you after such notice shall be deemed to constitute your acceptance of such updates, changes, or modifications.

The most current version of the ToU can be reviewed by clicking on the “Terms of Use” hypertext link located at the bottom of the Website home page.

Software Products

OpenPayment’s Software Products are made available to download from the Website and are the copyrighted work of OpenPayment and/or its suppliers. Use of the Software Products is governed by the terms of our End User License Agreement (“EULA”) available at https://www.openpayment.com/legal/eula/. You will be unable to install any Software Products that are accompanied by or include a EULA, unless you agree to be bound by the terms of the EULA. Third party scripts or code, linked to or referenced from this Website, are licensed to you by the third parties that own such code, not by OpenPayment.

Any reproduction or redistribution of the Software Products, which are not in accordance with the terms of the EULA, are expressly prohibited under these ToU, and may result in severe civil and criminal penalties. Violators will be prosecuted to the maximum extent possible under the law.

WITHOUT LIMITING THE FOREGOING, COPYING OR REPRODUCTION OF THE SOFTWARE PRODUCTS TO ANY OTHER SERVER OR LOCATION FOR FURTHER REPRODUCTION OR REDISTRIBUTION IS EXPRESSLY PROHIBITED, UNLESS SUCH REPRODUCTION OR REDISTRIBUTION IS EXPRESSLY PERMITTED BY THE EULA ACCOMPANYING SUCH SOFTWARE PRODUCT(S).

THE SOFTWARE PRODUCTS ARE WARRANTED, IF AT ALL, ONLY ACCORDING TO THE TERMS OF THE EULA. EXCEPT AS WARRANTED IN THE EULA, OPENPAYMENT HEREBY DISCLAIMS ALL WARRANTIES AND CONDITIONS WITH REGARD TO THE SOFTWARE PRODUCTS, INCLUDING ALL WARRANTIES AND CONDITIONS OF MERCHANTABILITY, WHETHER EXPRESS, IMPLIED OR STATUTORY, FITNESS FOR A PARTICULAR PURPOSE, TITLE AND NON-INFRINGEMENT. FOR YOUR CONVENIENCE, OPENPAYMENT MAY MAKE AVAILABLE AS PART OF THE SERVICES OR IN ITS SOFTWARE PRODUCTS, TOOLS AND UTILITIES FOR USE AND/OR DOWNLOAD. OPENPAYMENT DOES NOT MAKE ANY ASSURANCES WITH REGARD TO THE ACCURACY OF THE RESULTS OR OUTPUT THAT DERIVES FROM SUCH USE OF ANY SUCH TOOLS AND UTILITIES. PLEASE RESPECT THE INTELLECTUAL PROPERTY RIGHTS OF OTHERS WHEN USING THE TOOLS AND UTILITIES MADE AVAILABLE ON THE SERVICES OR IN OPENPAYMENT SOFTWARE PRODUCTS.

Services

OpenPayment provides you with access to a variety of resources, including but not limited to product information, images, videos, and informative web pages and links (collectively the “Services“).

Permission to use documents including but not limited to white papers, press releases, and datasheets (collectively the “Documents”) from the Services is granted, provided that:

(a)     the below copyright notice appears in all copies and that both the copyright notice and this permission notice appear;

(b)     use of such Documents from the Services is for informational and non-commercial or personal use only and will not be copied or posted on any network computer or broadcast in any media; and

(c)     no modifications of any Documents are made.

You agree that when using the Services, you will not:

(a)     use any material or information, including images or photographs, which are made available through the Services in any manner that infringes any copyright, trademark, patent, trade secret, or other proprietary right of any party;

(b)     upload files that contain viruses, Trojan horses, worms, time bombs, cancel bots, corrupted files, or any other similar software or programs that may damage the operation of another’s computer or property of another;

(c)     download any file posted by OpenPayment that you know, or reasonably should know, cannot be legally reproduced, displayed, performed, and/or distributed in such manner;

(d)     falsify or delete any copyright management information, such as author attributions, legal or other proper notices or proprietary designations or labels of the origin or source of software or other material contained on the Website and made available to you;

(e)     violate any applicable laws or regulations;

(f)     create a false identity for the purpose of misleading OpenPayment or its suppliers; and

(g)     use, download or otherwise copy, or provide (whether or not for a fee) to a person or entity any directory of users of the Services or other user or usage information or any portion thereof.

OpenPayment has no obligation to monitor the Services, however, OpenPayment reserves its right to (i) review and remove any of the Services in its sole discretion; (ii) terminate your access to any or all of the Services at any time, without notice, for any reason whatsoever; and (iii) disclose any information as OpenPayment deems necessary to satisfy any applicable law, regulation, legal process or governmental request, or to edit, refuse to post or to remove any information or materials, in whole or in part, in OpenPayment’s sole discretion.

OpenPayment does not control or endorse the content, messages or information found in any Services and, therefore, OpenPayment specifically disclaims any liability with regard to the Services and any actions resulting from your participation in any Services. Managers and hosts are not authorized OpenPayment spokespersons, and their views do not necessarily reflect those of OpenPayment.

Use of the Services and the Documents for any other purpose is expressly prohibited by these ToU, and may result in severe civil and criminal penalties. Violators will be prosecuted to the maximum extent possible under the law.

Documents specified above do not include the design or layout of the Openpayment.com Website or any other OpenPayment owned, operated, licensed or controlled site. Elements of OpenPayment’s Website are protected by trade dress, trademark, unfair competition, and other laws and may not be copied or imitated in whole or in part. No logo, graphic, sound or image from the OpenPayment Website may be copied or retransmitted unless expressly permitted by OpenPayment.

OPENPAYMENT AND/OR ITS RESPECTIVE SUPPLIERS MAKE NO REPRESENTATIONS ABOUT THE SUITABILITY OF THE INFORMATION CONTAINED IN THE DOCUMENTS AND RELATED GRAPHICS PUBLISHED AS PART OF THE SERVICES FOR ANY PURPOSE. ALL SUCH DOCUMENTS, SERVICES AND RELATED GRAPHICS ARE PROVIDED “AS IS” WITHOUT WARRANTY OF ANY KIND. OPENPAYMENT AND/OR ITS RESPECTIVE SUPPLIERS HEREBY DISCLAIM ALL WARRANTIES AND CONDITIONS WITH REGARD TO THIS INFORMATION, INCLUDING ALL WARRANTIES AND CONDITIONS OF MERCHANTABILITY, WHETHER EXPRESS, IMPLIED OR STATUTORY, FITNESS FOR A PARTICULAR PURPOSE, TITLE AND NON-INFRINGEMENT.

YOU ACKNOWLEDGE THAT THE DOCUMENTS AND RELATED GRAPHICS PUBLISHED ON THE SERVICES COULD INCLUDE (I) TECHNICAL INACCURACIES OR TYPOGRAPHICAL ERRORS AND (II) CHANGES, WHICH ARE PERIODICALLY MADE TO THE SERVICES AND/OR THE DOCUMENTS HEREIN.

Personal and Business Use Limitation

Unless otherwise specified, the Website, Software Products and the Services are for your personal and business use, and you may not use the Website for any other purposes. Except as expressly permitted by these ToU, you may not modify, copy, distribute, transmit, display, perform, reproduce, publish, license, create derivative works from, transfer, or sell any information, Software Products or Services obtained from the Website.

OpenPayment reserves its right to suspend or restrict access to the Website, to specific pages of the Website and/or to certain functionalities if the Website. We may, for example, suspend access to the website during server maintenance or when we update the Website. You may not circumvent or bypass, or attempt to circumvent or bypass, any access restriction measures on the Website.

Registration, Password and Security

To (i) obtain access to OpenPayment’s newsletter, (ii) request a demo of the Software Products, (iii) register as a partner of OpenPayment, and (iv) access the Services, you shall be required to register on the Website by providing all required information, which includes but is not limited to your full name, business name, address and contact information (“User Account”).

You agree to:

(a)     provide true, accurate, current and complete information about yourself as prompted by the sign up process; and

(b)     maintain and promptly update the information provided during registration to keep it true, accurate, current, and complete.

If you provide any information to OpenPayment that is untrue, inaccurate, outdated, or incomplete, or if we have reasonable grounds to suspect that such information is untrue, inaccurate, outdated, or incomplete, we may terminate your account with us and refuse current or future use of any or all of the Software Products and the Services.

You may also provide OpenPayment with your choice of a password and a user name. You are solely responsible for (i) maintaining the confidentiality of your password and account; and (ii) any and all activities that occur under your account. You agree to notify OpenPayment immediately of any unauthorized use of your account or any other breach of security. OpenPayment will not be liable for any loss that you may incur as a result of someone else using your password or account, either with or without your knowledge. However, you may be held liable for losses incurred by OpenPayment or another party due to someone else using your account or password. You acknowledge and agree that you may not use anyone else’s account at any time, without the permission of the account holder

Cookies

Cookies are defined as small text files that are placed on your computer’s hard drive by your web browser when you visit any website. They allow data gathered on one web page to be stored until it is needed for use on another, allowing a website to provide you with a personalised experience and the website owner with statistics about how you use the website so that it can be improved. Some cookies may last for a defined period of time, such as one day or until you close your browser. Others last indefinitely. Your web browser should allow you to delete any you choose. It also should allow you to prevent or limit their use.

The Website may from time to time use cookies. They are placed by software operated by third parties whose services OpenPayment makes use of so as to enhance your experience on the Website.

When you first visit the Website, OpenPayment may ask you to confirm whether you wish for cookies to be used by us. If you choose not to accept them, we shall not use them for your visit except to record that you have not consented to their use for any other purpose. However, please note that should you choose not to use cookies or you prevent their use through your browser settings, you might not be able to use all the functionalities available on the Website.

Privacy and Protection of Personal Information

For information regarding OpenPayment’s treatment of personally identifiable information, please review our current Privacy Policy, your acceptance of this Agreement constitutes your acceptance and agreement to be bound by our Privacy Policy.

Liability

IN NO EVENT SHALL OPENPAYMENT AND/OR ITS RESPECTIVE SUPPLIERS BE LIABLE FOR ANY SPECIAL, INDIRECT OR CONSEQUENTIAL DAMAGES OR ANY DAMAGES WHATSOEVER RESULTING FROM LOSS OF USE, DATA OR PROFITS, WHETHER IN AN ACTION OF CONTRACT, NEGLIGENCE OR OTHER TORTIOUS ACTION, ARISING OUT OF OR IN CONNECTION WITH THE USE OR PERFORMANCE OF THE SOFTWARE PRODUCTS AND THE PROVISION OF OR FAILURE TO PROVIDE SERVICES.

Indemnification

You agree to indemnify and hold OpenPayment harmless, including but not limited to our officers, directors, employees, suppliers, and affiliates, from and against any losses, damages, fines and expenses (including attorney’s fees and costs) arising out of or relating to any claims that you have used the Software Products and the Services in violation of another party’s rights, any law, any provisions of these ToU, or any other claim related to your use of the Software Products and the Services, except where such use has been authorized by OpenPayment.

No Unlawful or Prohibited Use of the Website, Software Product and the Services

As a condition of your use of the Website, Software Products and the Services, you agree to not use the Website, Software Products and the Services for:

(a)     any purpose that is unlawful or prohibited by these ToU;

(b)     any manner that could damage, disable, overburden, or impair any of OpenPayment’s servers, or the network(s) connected to any OpenPayment servers, or interfere with any other party’s use and enjoyment of the Website, Software Products and the Services;

(c)     gaining unauthorized access to any accounts, computer systems or networks connected to any OpenPayment server;

(d)     gaining unauthorized access to any of the Software Products or the Services, through hacking, password mining or any other means; or

(e)     obtaining or attempting to obtain any materials or information through any means not intentionally made available through the Software Products or the Services.

Links to Third Party Sites

The Website and the Services may contain links and/or ads to third-party websites or resources. You acknowledge and agree that we are not responsible or liable for: (i) the availability or accuracy of such websites or resources; or (ii) the content, products, or services on or available from such websites or resources. Links and ads to such websites or resources do not imply any endorsement by us of such websites or resources or the content, products, or services available from such websites or resources.

Suspension and Termination

OpenPayment may suspend or temporarily disable access to whole or part of the Website, Software Products or any of the Services in the event of any suspected illegal activity, upon OpenPayment’s reasonable belief that you have violated these ToU, or upon requests made by applicable law enforcement or other government agencies.

You have the right to terminate your User Account with OpenPayment if we breach our obligations under these ToU. The termination of your User Account shall include (i) denial of access to all the Website, Software Products and the Services, (ii) deletion of information in your User Account such as your email address and password, and (iii) deletion of all data in your User Account.

Severability

If any of the provisions or portions of these ToU are held to be invalid under any applicable statute or rule of law, they are to that extent deemed to be omitted from these ToU without in any way invalidating or impairing the other provisions of these ToU.

Applicable law

These ToU, and any dispute or claim arising out of or in connection with it or its subject matter or formation (including non-contractual disputes or claims), shall be governed by, and construed in accordance with the Republic of Korea law, and the parties irrevocably submit to the exclusive jurisdiction of the courts of Seoul, Republic of Korea.

Entire agreement

These ToU constitute the entire agreement between you and OpenPayment as it relates to the Website, Software Products and the Services, and supersedes all oral or written proposals, and all communications between the parties relating to its subject-matter.

Contact Us

Should you have any questions concerning this Agreement, you may contact us at:

Phone:           +82 2 6925 0471

Address:        Namsung Plaza 13F GeumChen-Gu, Seoul, Republic of Korea.

Email:             legal@openpayment.com