Developer Terms & Conditions

To the extent that you (“you” or “your”) are a developer or service provider to Universal Ledger, Ltd, a Bahamian limited company (the “Company,” “UL,” “we,” “our” or “us”) with respect to USBC, these USBC Developer Terms of Service (“Developer Terms”) are a legal agreement between you and the Company, governing your use of the Company’s software development kit files (SDKs), tools, programs and utilities, as well as any plug-in or other application programming interfaces (“APIs”), sample code (including runtimes and libraries) and related documentation (collectively the “Developer Tools”). By using the Developer Tools, and related materials made available to you, you agree to be bound by these Developer Terms and any documentation and guidelines accompanying the Developer Tools, the USBC Terms, the Privacy Notice, and all other terms, policies, and guidelines applicable to your use.

‍

Your access to and use of USBC Developer Tools and Content

You may use the Developer Tools to access information provided by the Company or created by you therefrom (“Content”) and use such Content in connection with the applications, websites, products or services you operate and offer that interact with Developer Tools (“Your Service”). Any Content or Your Services provided or enabled by you via a USBC API is subject to the USBC Terms. You are solely responsible for, and the Company disclaims all liability for, Your Service.
Your use of the Developer Tools and Content are subject to certain limitations on access, calls and use as set forth in these Developer Terms, in any UL documentation accompanying such Developer Tools, or as otherwise provided to you by the Company. If the Company assigns you developer credentials or client IDs, you must use them with applicable Developer Tools. You will not misrepresent or mask either your identity or Your Service’s identity when using the Developer Tools. If the Company believes that you have attempted to exceed or circumvent these limitations, your ability to use the Developer Tools and Content may be temporarily or permanently blocked.
The Company may update the Developer Tools at any time, and may discontinue support for previous versions of the Developer Tools at the Company’s sole discretion. The Company will make reasonable efforts to notify you when a version of the Developer Tools will no longer be supported.
You will use the Developer Tools and operate Your Services which access the Developer Tools only as permitted by law (including without limitation, laws regarding the import or export of data or software, privacy, or data-security as applicable). You will not use the Developer Tools to encourage or promote illegal activity. You will only access the applicable Developer Tools following the implementation instructions and other requirements specified in the documentation for such Developer Tools, or as otherwise provided by the Company from time to time.
You are fully responsible for the security of data on your site and processed via Your Services. You agree that at all times you and Your Services will, at your effort and expense, be compliant with all applicable laws bearing on data privacy and cybersecurity. You will use and access the Developer Tools in accordance with the documentation and instructions provided by the Company.
You provide the Company with a paid-up, royalty-free, revocable, worldwide, non-exclusive, non-transferable license to use Your Services for testing, review or other related purposes to ensure that Your Services comply with these Developer Terms. You may revoke this license at any time by providing written notice to us. If you revoke this license, your access to the Developer Tools and Content will immediately terminate.
If Your Service is provided at a fee to your customers, the fees you charge will be identified separately from the fees the Company charges for its services.
You may use certain USBC APIs to facilitate payment collection by the Company from USBC Users. Where available, USBC APIs may be used to facilitate your collection of fees from USBC Users. You are responsible for clearly and accurately describing the fees you collect from USBC Users and obtaining all required consents in connection with those fees, and you will notify USBC Users prior to making any changes to those fees. If you are utilizing USBC APIs in order to charge fees to USBC Users on a per-transaction basis, then you authorize the Company to act as your agent for the limited purposes of holding, receiving, and disbursing payments, consisting of and/or sourced from such USBC Users’ payment processing proceeds. You acknowledge and agree that the Company does not act on your behalf or on the USBC Users’ behalf as money transmitter or a money services business (as those terms are commonly construed under applicable law) or in any other similar capacity except as expressly provided in these Developer Terms. You acknowledge and agree that you will be solely responsible and liable for collecting and remitting to the applicable governmental taxing authority any sales, use, value-added or similar taxes that may be applicable to your sales of Your Service utilizing USBC APIs (“your Indirect Taxes”), as well as resolving any disputes that may arise between you and any USBC User who uses Your Services. Notwithstanding the foregoing, where the Company is required by applicable law as marketplace facilitator/provider (when utilizing USBC APIs to facilitate payment collection by the Company from USBC Users) to collect your Indirect Taxes and remit such taxes to a state or local tax authority, you acknowledge and agree that the Company may calculate, collect, and withhold your Indirect Taxes on a per-transaction basis from your payment processing proceeds, in order to remit your Indirect Taxes to the applicable governmental taxing authority.
‍

Developer Tools Access Prohibitions

You will not, nor will you permit another party to:

Sell, rent, lease, sublicense, redistribute or syndicate access to the Developer Tools or to Content other than your own; or

create a Service that functions substantially the same as the Developer Tools or any USBC Service.
‍

Content Prohibitions

You will not, nor will you permit another party, to make statements or represent yourself or Your Service as an agent of the Company.

Additionally, you and Your Service will clearly identify its purpose to the USBC User and not mislead or deceive USBC Users with respect to the functionality Your Service performs on behalf of the USBC User or to what Content Your Service may access, store, and manipulate.

If a USBC User who uses your Application revokes your permission to access their Content (“Revoking User”), you agree to: a) immediately stop accessing the Revoking User Content, and b) delete any and all Revoking User Content from your systems. You further agree that the Company has the right to audit your deletion of the Revoking User Content at any time.
‍

Submission of Content

Certain Developer Tools allow for the submission of Content, and except as expressly provided in these terms, the Company does not acquire any ownership of any intellectual property rights that you or the USBC Users hold in the Content that you submit using the Developer Tools. By submitting, posting or displaying content to or from the Developer Tools through Your Service, you give the Company a perpetual, irrevocable, worldwide, royalty-free, and non-exclusive license to reproduce, adapt, modify, translate, publish, publicly perform, publicly display and distribute such Content. However, the Company will only use such Content for the purpose of enabling the Company to provide its services, the Developer Tools and only in accordance with the Privacy Notice and other applicable policies. You represent that, before you submit content via the Developer Tools and Your Service, you have the necessary rights (including any necessary rights from USBC Users) to grant us the license.
‍

Use of Company Marks

We may also periodically make available certain Company logos, trademarks, or other identifiers for your use as set forth in Brand Style Guideline, (“USBC Marks”). If we do so, you will use them subject to and in accordance with the Company’s then current Brand and Style Guidelines.
‍

Ownership; Feedback

You expressly acknowledge that the Company or the USBC User retains all worldwide right, title and interest in and to Content, including all intellectual property rights therein.
You also acknowledge that as between you and the Company, the Company owns all right, title and interest in and to the Developer Tools and USBC Services (and any derivative works or enhancements thereof), including but not limited to all intellectual property rights therein. You agree not to do anything inconsistent with such ownership. Any rights not expressly granted herein are withheld.
Subject to section 1 above and this section 6, as between you and the Company, you retain all worldwide right, title and interest in and to Your Service, including but not limited to all intellectual property rights therein.
You may provide the Company with comments concerning Content or the Developer Tools or your evaluation and use thereof. You agree that the Company and its designees will be free to copy, modify, create derivative works, publicly display, disclose, distribute, license and sublicense, incorporate, and otherwise use the feedback, including derivative works thereto, for any and all commercial and non-commercial purposes with no obligation of any kind to you.
‍

Termination

We may terminate these Developer Terms, suspend or terminate your access to USBC in any way at any time for any reason. We may add or remove, suspend, stop, delete, discontinue or impose conditions on the Developer Tools or any feature or aspect of the Developer Tools. We will take reasonable steps to notify you of termination by email or the next time you attempt to access the Developer Tools.

If these Developer Terms or your access to USBC is terminated or suspended for any reason or no reason: (a) the license and any other rights granted under these Developer Terms and any other applicable terms will end, (b) we may (but have no obligation to) delete your information and account data stored on our servers, and (c) the Company shall not be liable to you or any third party for compensation, reimbursement, or damages for any termination or suspension of your Developer Tools, or for deletion of your information or account data.

If your access to USBC is terminated or suspended, you agree to: a) continue to be bound by these Developer Terms, b) immediately stop using the Developer Tools; c) immediately stop accessing all USBC User Content; and d) delete all USBC User Content from your systems. You further agree that the Company has the right to audit your deletion of all USBC User Content.
‍

No Warranties

DEVELOPER TOOLS ARE PROVIDED “AS IS” WITHOUT REPRESENTATION OR WARRANTY, WHETHER IT IS EXPRESS, IMPLIED, OR STATUTORY. WITHOUT LIMITING THE FOREGOING, THE COMPANY SPECIFICALLY DISCLAIMS ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR NON-INFRINGEMENT.

THE COMPANY DOES NOT WARRANT OR GUARANTEE THAT THE DEVELOPER TOOLS ARE ACCURATE, RELIABLE OR CORRECT; THAT THE DEVELOPER TOOLS WILL MEET YOUR REQUIREMENTS; THAT THE DEVELOPER TOOLS WILL BE AVAILABLE AT ANY PARTICULAR TIME OR LOCATION, UNINTERRUPTED, ERROR-FREE, WITHOUT DEFECT OR SECURE; THAT ANY DEFECTS OR ERRORS WILL BE CORRECTED; OR THAT THE DEVELOPER TOOLS ARE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS. ANY CONTENT OR DATA DOWNLOADED OR OTHERWISE OBTAINED THROUGH THE USE OF THE DEVELOPER TOOLS ARE DOWNLOADED AT YOUR OWN RISK AND YOU WILL BE SOLELY RESPONSIBLE FOR ANY DAMAGE TO YOUR PROPERTY OR LOSS OF DATA THAT RESULTS FROM SUCH DOWNLOAD.

The Company does not warrant, endorse, guarantee, or assume responsibility for any product or services advertised or offered by a third party. The Company does not have control of, or liability for, goods or services that are paid for using the Developer Tools.
‍

Limitation of Liability

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT SHALL THE COMPANY BE LIABLE FOR ANY DIRECT, INDIRECT, PUNITIVE, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR EXEMPLARY DAMAGES, INCLUDING WITHOUT LIMITATION DAMAGES FOR LOSS OF PROFITS, GOODWILL, USE, DATA, OR OTHER INTANGIBLE LOSSES, THAT RESULT FROM THE USE OF, INABILITY TO USE, OR UNAVAILABILITY OF THE DEVELOPER TOOLS. IN ALL CASES, THE COMPANY WILL NOT BE LIABLE FOR ANY LOSS OR DAMAGE THAT IS NOT REASONABLY FORESEEABLE.

UNDER NO CIRCUMSTANCES WILL THE COMPANY BE RESPONSIBLE FOR ANY DAMAGE, LOSS, OR INJURY RESULTING FROM HACKING, TAMPERING, OR OTHER UNAUTHORIZED ACCESS OR USE OF THE DEVELOPER TOOLS, OR THE INFORMATION CONTAINED THEREIN.

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, THE COMPANY ASSUMES NO LIABILITY OR RESPONSIBILITY FOR ANY (I) ERRORS, MISTAKES, OR INACCURACIES OF THE DEVELOPER TOOLS OR CONTENT; (II) PERSONAL INJURY OR PROPERTY DAMAGE, OF ANY NATURE WHATSOEVER, RESULTING FROM YOUR ACCESS TO OR USE OF THE DEVELOPER TOOLS; (III) ANY UNAUTHORIZED ACCESS TO OR USE OF OUR SECURE SERVERS AND/OR ANY AND ALL PERSONAL INFORMATION STORED THEREIN; (IV) ANY INTERRUPTION OR CESSATION OF TRANSMISSION TO OR FROM THE DEVELOPER TOOLS; (V) ANY BUGS, VIRUSES, TROJAN HORSES, OR THE LIKE THAT MAY BE TRANSMITTED TO OR THROUGH THE DEVELOPER TOOLS BY ANY THIRD PARTY; (VI) ANY ERRORS OR OMISSIONS IN ANY CONTENT OR DATA OR FOR ANY LOSS OR DAMAGE INCURRED AS A RESULT OF THE USE OF ANY CONTENT OR DATA POSTED, EMAILED, TRANSMITTED, OR OTHERWISE MADE AVAILABLE THROUGH THE DEVELOPER TOOLS; AND/OR (VII) YOUR SERVICES.

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, THE TOTAL LIABILITY OF THE COMPANY IS LIMITED TO THE GREATER OF (A) THE AMOUNT OF FEES EARNED BY US IN CONNECTION WITH YOUR USE OF THE SERVICES DURING THE THREE (3) MONTH PERIOD IMMEDIATELY PRECEEDING THE EVENT GIVING RISE TO THE CLAIM FOR LIABILITY OR (B) $500.

THIS LIMITATION OF LIABILITY SECTION APPLIES WHETHER THE ALLEGED LIABILITY IS BASED ON CONTRACT, TORT, NEGLIGENCE, STRICT LIABILITY, OR ANY OTHER BASIS, EVEN IF THE COMPANY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGE. THE FOREGOING LIMITATION OF LIABILITY SHALL APPLY TO THE FULLEST EXTENT PERMITTED BY LAW IN THE APPLICABLE JURISDICTION.
‍

Indemnity

You will indemnify, defend, and hold us and our processors (and our respective employees, directors, agents, affiliates and representatives) harmless from and against any and all claims, costs, losses, damages, judgments, tax assessments, penalties, interest, and expenses (including without limitation reasonable attorneys’ fees) arising out of any claim, action, audit, investigation, inquiry, or other proceeding instituted by a person or entity that arises out of or relates to: (a) any actual or alleged breach of your representations, warranties, or obligations set forth in these Developer Terms, including without limitation any violation of our policies; (b) your wrongful or improper use of the Developer Tools or Content; (c) your violation of any third-party right, including without limitation any right of privacy, publicity rights or Intellectual Property Rights; (d) your violation of any law, rule or regulation of the United States or any other country; or (e) any other party’s access and/or use of the Developer Tools with your unique name, password or other appropriate security code.
‍

Modification of Terms

We may amend these Developer Terms and the documentation and guidelines accompanying the applicable Developer Tools, at any time with notice that we deem to be reasonable in the circumstances, by posting the revised version on our website or communicating it to you (each a “Revised Version”). The Revised Version will be effective as of the time it is posted, but will not apply retroactively. Your continued use of and access to the Developer Tools after the posting of a Revised Version constitutes your acceptance of such Revised Version. Any Dispute (as defined in Section 12) that arose before the changes will be governed by the terms of service in place when the Dispute arose.

Dispute Resolution

The dispute resolution procedures of the USBC Terms will apply to these Developer Terms.
‍

Governing Law

The interpretation and enforcement of these Developer Terms, and any dispute related to these Developer Terms or the Services, shall be exclusively governed by, and construed and enforced in accordance with, the laws of The Commonwealth of The Bahamas, without regard to conflict of law rules or principles (whether of The Bahamas or any other jurisdiction) that would cause the application of the laws of any other jurisdiction. The Courts of the Commonwealth of The Bahamas shall have exclusive jurisdiction over any proceedings hereunder and you waive any objection to venue in any such courts.
‍

Limitation on Time to Initiate a Dispute

Any action or proceeding by you relating to any Dispute must commence within one year after the cause of action accrues.
‍

Assignment

These Developer Terms and any rights and licenses granted hereunder, may not be transferred or assigned by you and any attempted transfer or assignment will be null and void.
‍

Other Provisions

These Developer Terms and any other applicable terms or policies, are a complete statement of the agreement between you and the Company regarding the Developer Tools. If any provision of these Developer Terms is invalid or unenforceable under applicable law, then it will be changed and interpreted to accomplish the objectives of such provision to the greatest extent possible under applicable law, and the remaining provisions will continue in full force and effect. These Developer Terms do not limit any rights that the Company may have under trade secret, copyright, patent, or other laws. No waiver of any term of these Developer Terms shall be deemed a further or continuing waiver of such term or any other term.
‍

Survival

The following sections of these Developer Terms survive and remain in effect in accordance with their terms upon termination of this Agreement: 6 (Ownership. Feedback), 7 (Termination), 8 (No Warranties), 9 (Limitation of Liability), 10 (Indemnity), 12 (Binding Individual Arbitration), 13 (Governing Law), 14 (Limitation on Time to Initiate a Dispute), 15 (Assignment) and 16 (Other Provisions).

‍