Purpose

These Terms and Conditions set forth the rights and obligations of Apple and You as they relate to Your use of the Apple Pay Platform to facilitate transactions from or through Your Websites. These Terms and Conditions may be modified by Apple from time to time, and Your continued use of the Apple Pay Web APIs and Apple Pay Platform will be deemed acceptance of such updated Terms and Conditions.

• 1.

  Accepting these Terms and Conditions; Definitions

  1.1 Acceptance

  In order to use the Apple Pay Web APIs and Apple Pay Platform, You must first accept these Terms and Conditions. If You do not or cannot accept these Terms and Conditions, You are not permitted to use the Apple Pay Web APIs or Apple Pay Platform. Do not download or use the Apple Pay Web APIs or Apple Pay Platform in that case. You accept and agree to the terms of these Terms and Conditions on Your own behalf and/or on behalf of Your company, organization, educational institution, or agency, instrumentality, as its authorized legal representative, by using, or continuing to use, the Apple Pay Web APIs or Apple Pay Platform.

  1.2 Definitions

  “Affiliates” mean any other corporation, partnership, limited liability company, joint venture, association, trust, unincorporated organization or other business entity that controls, is controlled by, or is under common control with an entity, where “control” means that the entity possesses, directly or indirectly, the power to direct or cause the direction of the management policies of the other entity, whether through ownership of voting securities, an interest in registered capital, by contract, or otherwise.
  
  “Apple Marketing Guidelines” mean the guidelines set forth at http://www.apple.com/legal/trademark/guidelinesfor3rdparties.html (or any successor URL), the Apple Pay Identity Guidelines for iOS Developers available at https://developer.apple.com/apple-pay/Apple-Pay-Identity-Guidelines.pdf (or any successor URL), the Apple Pay Merchant Marketing Guide as provided to You by Apple, plus any additional marketing and use guidelines provided by Apple in writing (including all amendments to any of the foregoing as may be furnished from time to time by Apple to You).
  
  “Apple Marks” mean all trademarks, service marks, trade dress, logos, taglines, slogans, product names, any other similar intellectual property, registered or unregistered, directly or indirectly owned by or licensed to Apple anywhere in the world that are identified on Exhibit A attached hereto.
  
  “Apple Metrics” mean any metrics (in any format or context) regarding the usage, performance, or transaction-level information relating to the Apple Pay Platform (including without limitation the number and dollar value of transactions completed from or through Websites).
  
  “Apple Pay HI Guidelines” mean the “Apple Pay on the Web Human Interface Guidelines” set forth at https://developer.apple.com/apple-pay/web-human-interface-guidelines/ (or any successor URL), as the same may be updated from time to time.
  
  “Apple Pay Payload” means a customer data package passed through the Apple Pay Platform and Apple Pay Web APIs as part of a payment transaction (e.g., name, email, billing address, shipping address, and device account number).
  
  “Apple Pay Platform” means the payment platform that utilizes Apple Technology to enable end-users to make payments using credit, debit, and prepaid cards and other physical, digital or virtual payment cards, credentials, or account access devices and access other related services using Apple Products designated by Apple or its Affiliates, as the same may be modified, rebranded or substituted from time to time by Apple.
  
  “Apple Pay Web APIs” mean the application programming interface(s) published by Apple (including any updates to or subsequent versions thereof) that enable end-users to facilitate payment transactions using the Apple Pay Platform from a Website, and include other payment-related functionality as described in the Documentation.
  
  “Apple Pay Web Guidelines” mean the “Apple Pay on the Web: Acceptable Use Guidelines” set forth at https://developer.apple.com/go/?id="apple-pay-guidelines"> (or any successor URL), as the same may be updated from time to time.
  
  “Apple Product” means any Technology, product or service distributed under an Apple Mark, or used internally by Apple or an Apple Affiliate.
  
  “Apple Technology” means (a) the Apple Pay Web APIs, Apple Pay Platform, and any Updates that Apple may make available to You under these Terms and Conditions; or (b) any other Technology (and all Intellectual Property therein or thereto) that Apple or its Affiliates owned, conceived, reduced to practice, authored, or otherwise created or developed prior or subsequent to the Effective Date of these Terms and Conditions.
  
  “Applicable Laws” mean all laws (including common law), legal or administrative codes, statutes, ordinances, regulations, judgments, writs, injunctions, rulings or orders, decrees and orders of any Governmental Authority.
  
  “Comparable Platform” means any software that enables the use of personal electronic devices to make contactless, mobile or online transactions (including transactions involving or accessing loyalty, rewards and stored value features).
  
  “Documentation” means any technical or other specifications or documentation that Apple may provide to You for use in connection with the Apple Pay Web APIs.
  
  “Effective Date” means the date on which You accept these Terms and Conditions in accordance with Section 1.1.
  
  “Governmental Authority” means any domestic or foreign, federal state or local government, any political subdivision thereof and any entity exercising executive, legislative, judicial, regulatory, or administrative functions of or pertaining to government, regardless of form, including any agency, bureau, court, tribunal, or other instrumentality, having jurisdiction over the applicable party and its respective Affiliates. “macOS” means the macOS operating system software, including any successor versions thereof.
  
  “Merchant Marks” mean all trademarks, service marks, trade dress, logos, taglines, slogans, product names, any other similar intellectual property, registered or unregistered, directly or indirectly owned by or licensed to You and Your Affiliates anywhere in the world.
  
  “Person” means any individual, corporation, limited liability company, partnership, firm, joint venture, association, trust, unincorporated organization, Governmental Authority or other entity.
  
  “Personal Data” means any personally identifiable information, including without limitation any personal financial information, relating to or derived from Your use of the Apple Pay Platform and/or the Apple Pay Web APIs.
  
  “Platform Provider” means any e-commerce or payments platform provider (a) engaged by You or Your Affiliates to facilitate acceptance of payment transactions from or through Your Websites pursuant to a separate written agreement between You and such provider (the “Provider Agreement”); and (b) has an active and valid Apple developer account with Apple.
  
  “Program” has the meaning set forth in Section 2.
  
  “Public Software” means any software that, as a condition of use, copying, modification or redistribution, (a) requires attribution, (b) requires such software and derivative works thereof to be disclosed or distributed in source code form, or (c) requires such software to be licensed for the purpose of making derivative works, or to be redistributed free of charge, commonly referred to as free or open source software, including but not limited to software licensed under the GNU General Public License, Lesser/Library GPL, Mozilla Public License, Common Public License, Common Development and Distribution License, Apache, MIT or BSD license.
  
  “Safari” means Apple’s web browser product distributed under the name Safari (or any successor thereto).
  
  “Security Breach” means any actual or suspected loss or unauthorized access, use, or disclosure of Personal Data in the possession, custody or control of You, Your Affiliates, or Your Platform Providers in connection with Your Websites.
  
  “Technology” means any information, designs, drawings, specifications, schematics, software programs (including source and object codes), manuals and other documentation, data, databases, technical or business processes, methods of operation, or methods of production.
  
  “Unauthorized Transaction” means any transaction (including without limitation any donation) initiated by a Person who is not authorized to make a transaction from or through a Website, including without limitation, any fraudulent transaction.
  
  “Updates” mean all bug fixes, updates, upgrades, modifications, enhancements, supplements, and new releases or versions of the Apple Pay Web APIs or Apple Pay Platform, or to any part thereof. “Website” means an e-commerce website developed by or on behalf of You, under Your name, trademark or brand, that runs in Safari on macOS and integrates with the Apple Pay Platform using the Apple Pay Web APIs.
  
  “You” and “Your” means and refers to the individual(s) or legal entity that has accepted these Terms and Conditions pursuant to Section 1.1 above and that is using the Apple Pay Web APIs and the Apple Pay Platform or otherwise exercising rights under these Terms and Conditions.

• 2.

  Program

  Subject to the terms and conditions set forth in these Terms and Conditions, Apple shall make the Apple Pay Web APIs available to You to the extent required for You to facilitate payment transactions using the Apple Pay Platform from or through Your Websites (the “Program”).
• 3.

  Apple Pay Web APIs & Apple Pay Platform

  3.1 Ownership

  Apple retains all rights, title, and interest in and to the Apple Technology. You agree to cooperate with Apple to maintain Apple’s ownership of the Apple Technology, and, to the extent that You or Your Affiliates become aware of any claims relating to the Apple Technology, You agree to use reasonable efforts to promptly provide notice of any such claims to Apple. The parties acknowledge that these Terms and Conditions do not give Apple any ownership interest in Your Websites.

  3.2 License Grant to Apple Pay Web APIs

  Subject to the terms and conditions of these Terms and Conditions, Apple hereby grants to You during the Term, a limited, non-exclusive, personal, revocable, non-sublicensable and non-transferable license to use and incorporate the Apple Pay Web APIs into Your Websites solely for the purpose of facilitating Apple Pay Platform transactions that are made from or through Your Websites.

  3.3 Use Restrictions

  The license granted pursuant to this Section 3 is expressly conditioned upon Your and Your Affiliates’ compliance with all of the following requirements:

  • (a) Except as expressly permitted in these Terms and Conditions, or otherwise agreed upon with Apple in writing, You and Your Affiliates may not, and may not enable others to, (i) rent, lease, lend, upload to or host on any website or server, sell, redistribute, or sublicense the Apple Pay Web APIs or Apple Pay Platform, in whole or in part; (ii) copy, decompile, reverse engineer, disassemble, attempt to derive the source code of, modify, decrypt, or create derivative works of the Apple Pay Web APIs or Apple Pay Platform, or any part thereof (except as and only to the extent any foregoing restriction is prohibited by Applicable Law or to the extent as may be permitted by licensing terms governing use of open-sourced components or sample code included with the Apple Pay Web APIs); or (iii) use any Apple Pay Web APIs or the Apple Pay Platform for any purpose not expressly permitted under these Terms and Conditions;
  • (b) You agree not to exploit the Apple Pay Web APIs or Apple Pay Platform, or any part thereof, in any unauthorized way whatsoever, including but not limited to, by trespass or burdening network capacity, or by harvesting or misusing data provided by such Apple Pay Web APIs or the Apple Pay Platform;
  • (c) You agree to retain and reproduce in full the Apple copyright, disclaimers and other proprietary notices (as they appear in the Apple Pay Web APIs and Documentation provided) in all copies of the Apple Pay Web APIs and Documentation that You are permitted to make under these Terms and Conditions;
  • (d) Except during good faith production testing for purposes consistent with these Terms and Conditions, You agree to comply with the Apple Pay Web Guidelines and Apple Pay HI Guidelines;
  • (e) Except during good faith production testing for purposes consistent with these Terms and Conditions, You agree not to use the ‘CanMakePaymentWithActiveCard’ API, except for the sole purpose of (i) displaying the “Apple Pay” button upstream; (ii) presenting the Apple Pay Platform as a default payment option or as a payment option in checkout when no other mobile payment options are available on the Websites; or (iii) enabling users to set up the Apple Pay Platform. In addition, on any webpage where a Comparable Platform is offered and only with respect to countries where You accept payments on the Apple Pay Platform, You agree to call the ‘CanMakePayment’ API, and if a user has a device capable of supporting the Apple Pay Platform, then You agree to also offer the Apple Pay Platform as a payment option on the same webpage of such Websites;
  • (f) If Your Websites collect or enable the collection of donations, the following shall apply:
    • (i) If You are a nonprofit, Your Websites may collect donations for nonprofits only after You have received written approval from Apple. Any collection of such donations through Your Websites must be in compliance with all Applicable Laws (which may include providing a receipt), and must fulfill all applicable regulation or registration requirements, in the country or territory where You enable such donation to be made.
    • (ii) If You are not a nonprofit and are collecting donations on behalf of third party nonprofits, You are responsible for ensuring that (1) each such third party nonprofit has obtained written approval from Apple; (2) any amounts collected on behalf of a third party nonprofit is separately itemized on the Apple Pay payment sheet during checkout from Your Website; (3) within a reasonable timeframe, all such donations are passed on in full, minus any applicable payment processing fees that You clearly and conspicuously disclose to users on the checkout page of Your Websites, to the third party nonprofits on behalf of whom such donations are collected; and (4) Your Website communicates to users whether a donation is tax-deductible and whether a donor acknowledgment receipt or letter will be made available. You must immediately cease use of the Apple Pay Web APIs to collect donations on behalf of any third party nonprofit for which the foregoing conditions fail to be satisfied.
    • (iii) If You are not a nonprofit and enable personal fundraising on Your Websites, You are responsible for ensuring that (1) each cause or campaign for which money is being raised (each, a “Fundraising Campaign”) is registered with Apple through Your Platform Provider; (2) each Fundraising Campaign strictly complies with the Apple Pay Web Guidelines; (3) the direct beneficiary associated with each Fundraising Campaign is sufficiently related to the Fundraising Campaign and is not a nonprofit; and (4) Your Website provides a clear refund policy under which donors are entitled to a full refund in the case of fraud, misrepresentation or misuse of donations. You must immediately cease use of the Apple Pay Web APIs to collect donations for any Fundraising Campaign for which the foregoing conditions fail to be satisfied.
    • (iv) During the Term, and for a period of twelve (12) months thereafter, and upon no less than five (5) days’ prior written notice, You will provide Apple’s independent external auditors with reasonable access during normal business hours solely to the books and records necessary for purposes of confirming Your collection of donations is in compliance with this Section 3.3(f). If an audit reveals any failure to comply hereunder, You will be liable for the cost of such audit, which must be paid to Apple no later than 30 days after the completion of such audit.