eCommerce Developer Terms of Use

Tyro Payments Limited ABN 49 103 575 042 (“we”, “us”, “our” or “Tyro”) makes the Tyro eCommerce platform available for use by approved Merchants (defined below). Tyro eCommerce is a multi-channel payment platform designed to provide businesses with a simple, single, secure platform, delivering features to initiate and manage payments as well as value added services to help merchants manage their businesses. We provide application programming interfaces, a sandbox, and other developer tools (collectively, the “Tyro eCommerce Developer Tools“) to help developers quickly add Tyro eCommerce to their merchant customers’ online stores. These Developer Terms of Use apply for the use of Tyro eCommerce by businesses and individuals located in the Commonwealth of Australia (“Australia”).

These Developer Terms of Use (“Developer TOU“) and our Privacy Policy (“Privacy Policy“) are a legal agreement between you and us (as applicable). By creating, using or accessing Tyro eCommerce, you agree to all of the terms and conditions in these Developer TOU and the Privacy Policy, and all other rules, policies and procedures relating to tyro ecommerce and the Tyro eCommerce Developer Tools that we may publish from time to time.

“You” (and all derivations thereof) means you individually, and if you are accepting these Developer TOU on behalf of a company or other legal entity, that legal entity. You represent and warrant that, if you are entering into these Developer TOU on behalf of a legal entity, you have the authority to bind such legal entity, and that such legal entity is authorised to conduct business in the state in which you operate. If you do not agree to these Developer TOU, you may not use the Tyro eCommerce Developer Tools.

1. Registration. If you wish to integrate Tyro eCommerce into an online store (the “Integration“), you must either (as specified by us from time to time) create a developer account with us for that Integration or receive access to the relevant Merchant’s (defined below) Tyro eCommerce Portal (each an “eCommerce Account“). If we accept your request to create or use an eCommerce Account, we will issue you one or more unique security certificates, tokens, passwords, and other credentials (collectively, “Credentials“), for authentication, account management, and other purposes. The Credentials are our property and you may only use them for the purpose of creating the Integration. As a condition to creating or accessing an eCommerce Account and receiving Credentials, we may require you to submit certain information about you and the merchant for whom you are creating the Integration (the “Merchant“) that will allow us to confirm the Merchant’s and your identity. We may, in our sole discretion, accept or reject your request to create or use an eCommerce Account.
   
   

   For the avoidance of doubt, the Merchant’s access to and use of Tyro eCommerce is governed by Tyro’s terms and conditions (available at Terms and Conditions) (Tyro Terms and Conditions).

2. Protecting Your Account Information. You are responsible for keeping your eCommerce Account password and your Credentials confidential and for all activities that occur through your eCommerce Account, including the activities of others. You agree to immediately notify us of any breach or unauthorised use of your eCommerce Account or Credentials. We reserve the right to require you to alter your password if we believe your password is no longer secure. You are responsible for maintaining up-to-date and accurate information (including a current e-mail address and other required contact information) for your eCommerce Account.

3. Open Source and Licence.
   1. Open Source. Certain of the Tyro eCommerce Developer Tools have been (and in the future may be) released by us under an open source licence and are or will be subject to the terms of the applicable open source licence. For any other Tyro eCommerce Developer Tools not released under an open source licence, so long as you comply with these Developer TOU, we grant you a limited, nonexclusive, as-is, revocable, nontransferable licence, without right of sublicense, to use the Tyro eCommerce Developer Tools, including any updates that we may make generally available from time to time, solely for purpose of creating and testing the Integration.
   2. Restrictions. Unless such restriction is prohibited by the terms of an applicable open source license in the case of any Tyro eCommerce Developer Tool to which an open source licence has been applied by us, you may not use the Tyro eCommerce Developer Tools for any other purpose and may not, or allow any other party to:
      1. reverse engineer, disassemble, reconstruct, or decompile any object code relating to Tyro eCommerce or furnished as part of the Tyro eCommerce Developer Tools;
      2. gain access to or use of our services or systems, other than the Tyro eCommerce Developer Tools, or damage, disrupt, or impede the operation of our services or systems;
      3. engage in fraudulent or illegal conduct of any kind that is related in any way to Tyro eCommerce or the Tyro eCommerce Developer Tools;
      4. restrict, inhibit, or engage in any activity that prevents any other developer from using Tyro eCommerce or the Tyro eCommerce Developer Tools;
      5. request, collect, solicit, or otherwise obtain access to Credentials or open an eCommerce Account or eCommerce Account by automated means or under false or fraudulent pretenses;
      6. sell, transfer, sublicense, or otherwise disclose your Credentials;
      7. circumvent or modify any Credentials or other security mechanism used by us;
      8. use your Credentials or the Tyro eCommerce Developer Tools, either directly or indirectly, for purposes other than in connection with the Integration;
      9. use the Tyro eCommerce Developer Tools for the benefit of a Tyro eCommerce competitor or to compete with Tyro eCommerce;
      10. republish, post, transmit, sell or otherwise distribute the Tyro eCommerce Developer Tools;
      11. use or launch any automated system, including without limitation, “robots,” “spiders,” or “offline readers,” that accesses Tyro eCommerce or the Tyro eCommerce Developer Tools in a manner that sends more request messages to our servers in a given period of time than a human can reasonably produce in the same period by using a conventional online web browser;
      12. rent, lease, loan, trade, sell/re-sell or otherwise charge any party for access to the Tyro eCommerce Developer Tools; or
      13. transmit any viruses, worms, defects, Trojan horses, or any programming of a destructive nature.
          
4. Protecting Your Account Information. You are responsible for keeping your eCommerce Account password and your Credentials confidential and for all activities that occur through your eCommerce Account or through the use of your Credentials, including the activities of others and regardless of whether such activities are authorised. You agree to immediately notify us of any breach or unauthorised use of your eCommerce Account or Credentials. We reserve the right to require you to alter your password if we believe your password is no longer secure. You are responsible for maintaining up-to-date and accurate information (including a current e-mail address and other required contact information) for your eCommerce Account. Without limitation of the foregoing, you will provide notice to us in advance of any change in the business of the online store in connection with which your Merchant client is using Tyro eCommerce.
   
5. Modifications to Tyro eCommerce. While we currently make the Tyro eCommerce Developer Tools available free of charge, we may in the future charge for some or all of the Tyro eCommerce Developer Tools (or additional features or functionality) at any time, in our sole discretion. We may also discontinue, modify, or change Tyro eCommerce, the Tyro eCommerce Developer Tools (including the application programming interfaces), or our service and systems at any time with prior notice in advance. Such changes may require you to update the Integration at your own cost so that the Integration remains compatible with, and interfaces accurately with, Tyro eCommerce. We will have no liability or obligation to you or the Merchant with regard to any modifications or changes it makes to Tyro eCommerce, the Tyro eCommerce Developer Tools (including application programming interfaces), or our services or systems. If you do not accept a change you may end these Developer TOU, however you will no longer be able to act as a Developer in relation to Tyro eCommerce.
   
6. Ownership and Rights.
   1. Feedback. You may provide feedback, suggestions comments, improvements, and ideas (collectively “Feedback”) to us but you are not required to do so. You agree that we may use and exploit all Feedback for any purpose without obligation of any kind and without any obligation of confidentiality, attribution, accounting, compensation, or other duty to account to you.
   2. Usage Data. We will own all right, title and interest in all information we collect with respect to your use of Tyro eCommerce, including without limitation, statistical information, and traffic analysis data (“Usage Data”). You agree that we may use and exploit all Usage Data for any purpose without any obligation to you; provided however, that we may only disclose Usage Data to third parties so long as the Usage Data is disclosed only in the aggregate and not in a manner that it is attributable to you or any individual.
      
7. Grant of Licence; Proprietary Rights.
   1. Grant of Licence. Subject to your full compliance with the terms of these Developer TOU, we grant you a limited, nonexclusive, as-is, revocable, nontransferable, non-sublicensable licence to use the Tyro eCommerce Developer Tools solely for the purposes of developing, testing, using and adding Tyro eCommerce to Merchant customers’ online stores. The foregoing licence and your use of the Tyro eCommerce Developer Tools are also subject to any and all instructions and documentation we may, from time-to-time provide in connection with Tyro eCommerce. This licence relates solely to developing, testing, using and adding Tyro eCommerce to a Merchant’s customers’ online store and other approved development activities and does not grant you any right or license to conduct or process transactions using our services or systems which may be subject to a separate agreement between you and us. As further described in in the following subsections and except as expressly provided in that clause, neither the foregoing licence nor any other provision of these Developer TOU grants you any license or right to use and you may not use any of our brands, names or trademarks.
   2. Our Property. We retain all right, title and interest, including without limitation all intellectual property rights, in and to (i) the Tyro eCommerce Developer Tools and any derivative works and compilations based on the foregoing, (ii) Tyro eCommerce and the Tyro eCommerce Developer Tools (including application programming interfaces), (iii) our systems and services, (iv) all of our names, trade names, trademarks, service marks, slogans, logos, domain names, or other indicia, including without limitation “Tyro eCommerce” (the “Brands“); (v) all Feedback (as defined herein); and (vi) all Tyro Confidential Information (as defined below) our systems and services, (collectively “Our Property”). You may not use any information of the Tyro eCommerce Developer Tools provided by us to dispute or contest the validity of our intellectual property rights in Our Property. Doing so will constitute a material, non-curable breach of these Developer TOU.
   3. We reserve all rights in our Property not expressly granted to you in these Developer TOU. Without limitation of the foregoing, you have no right to use the Brands in any manner except as may be expressly permitted by us in advance in writing and in accordance with our then-current trademark use guidelines. We reserve all rights in our Property not expressly granted to you in these Developer TOU. Without limitation of the foregoing, you have no right to use the Brands in any manner except as may be expressly permitted by us in advance in writing and in accordance with our then-current trademark use guidelines. All powers, if any, conferred on you by Section 26 of the Trademarks Act 1995 (Cth) are expressly excluded.
   4. During the term of these Developer TOU, you hereby grant us the right to list you as a user of the Tyro eCommerce Developer Tools in any descriptions of Tyro eCommerce or the Tyro eCommerce Developer Tools and related promotional and marketing materials; provided however, that we have no obligation to do so.
   5. Use of Images. In the course of your use of the Tyro eCommerce Developer Tools, there will be certain images made available for use by you (“Gallery Images”). As part of the use of the Gallery Images, you shall comply, and shall ensure that any third party you allow access to your Credentials on Tyro eCommerce complies, with the following terms:
      1. The Gallery Images shall not be used:
         1. except solely as incorporated into the digital products created and distributed using Tyro eCommerce;
         2. together with pornographic, defamatory, or unlawful content or in such a manner that it infringes upon any third party’s trademark or intellectual property rights;
         3. portraying any person depicted therein (a “Model“) in a way that a reasonable person would find offensive, including but not limited to depicting a Model: a) in connection with pornography, “adult videos”, adult entertainment venues, escort services, dating services, or the like; b) in connection with the advertisement or promotion of tobacco products; c) as endorsing a political party, candidate, elected official, or opinion; d) as suffering from, or medicating for, a physical or mental ailment; or e) engaging in immoral or criminal activities; or
         4. as or as part of a trademark, service mark, or logo.
            
8. Your Warranties. You represent and warrant to us that: (a) the information you provide to us in connection with your creation of an eCommerce Account and use of Tyro eCommerce and the Tyro eCommerce Developer Tools is true and correct; (b) you will comply with these Developer TOU, the Developer TOU and all applicable laws, rules, regulations, directives, and governmental requirements; (c) you are eligible to register and use Tyro eCommerce and have the right, power, and ability to enter into and perform under these Developer TOU; and (d) you have obtained the consent of any Merchant on behalf of which you create an eCommerce Account or perform an Integration.
   
9. Indemnification. You agree to indemnify and hold harmless us and our business partners, employees, representatives, Third Party Providers, and affiliates (the “Tyro Parties“) from and against any and all claims, liabilities, damages (actual and consequential), losses, fines, and expenses (including, but not limited to, legal and other professional fees and costs of investigation) arising from or in any way related to (a) your use of Tyro eCommerce or the Tyro eCommerce Developer Tools where such use or activities are conducted in a wrongful, illegal, fraudulent or abusive manner; or; (b) your (or anyone using your account’s) breach of these Developer TOU; (c) the Integration; or (d) use of the Integration by the Merchant or its customers, including claims of intellectual property infringement, breach of privacy or violation of applicable law arising under any of the foregoing clauses. You may not enter into any stipulated judgment or settlement that purports to bind us without our prior express written authorisation, which will not be unreasonably withheld or delayed.
   
10. Disclaimer of Warranties. To the fullest extent permitted by law, Tyro eCommerce, Tyro eCommerce Developer Tools, the Credentials, and all other services and products provided by us are provided “as is,” “as available,” and with all faults. We disclaim all warranties, express and implied, including, but not limited to, any warranties of merchantability, quality of information, quiet enjoyment, non-infringement, title, and fitness for a particular purpose. To the fullest extent permitted by law, we do not warrant that Tyro eCommerce, Tyro eCommerce Developer Tools or any third party sites will be error free, uninterrupted, free from spyware, malware, adware, viruses, worms, or other malicious code, or will function to meet your requirements. We do not warrant that Tyro eCommerce, Tyro eCommerce Developer Tools or any third party sites will work on your hardware, with your operating systems, or with any other software installed on your computers. Information obtained by you from any Tyro Party will not create any warranties. To the extent permitted by law, you assume all risks associated with your use of Tyro eCommerce, Tyro eCommerce Developer Tools, the Credentials, the development and use of the Integration or any other service or product provided to you by us. It is your sole responsibility to determine whether Tyro eCommerce, Tyro eCommerce Developer Tools or any other service or product provided by us is suitable and adequate for your needs.
    
11. Limitation of Liability. Save in respect of liability that is a direct result of our proven negligence, regardless of whether any remedy in these Developer TOU fails of its essential purpose or otherwise, we are not and shall not be liable to you for any direct, indirect, special, punitive, exemplary, consequential, or any other damages whatsoever, including, but not limited to any:
    1. property damage;
    2. loss of use;
    3. loss of business;
    4. economic loss;
    5. loss of data; or
    6. loss of profits.
       Without regard to the form of action (including, but not limited to, contract, or other tortious actions) you waive any and all claims, now known or later discovered, that you may have against us arising out of or in connection with: (a) these Developer TOU; (b) Tyro eCommerce, including your use of Tyro eCommerce or any interruption of service relating to Tyro eCommerce; (c) the Tyro eCommerce Developer Tools; (d) the Credentials; (e) your use of our services or products; (f) any third party site; or (g) the unauthorised access by any party to our services and systems, including personal data, even if we have been advised of the possibility of those damages. Notwithstanding the foregoing, to the maximum extent permitted by law, the Tyro Parties’ total liability to you for all damages, losses, and causes of action, whether in contract, tort (including, but not limited to, negligence), or otherwise shall not, under any circumstances, exceed one hundred dollars ($100).
12. Confidential Information. “Tyro Confidential Information” includes those portions of Tyro eCommerce that we do not make publicly available and all information that: (a) gives us a competitive business advantage, gives us the opportunity to obtain a competitive business advantage, or the disclosure of which could be detrimental to our interests; or (b) which is either (i) marked “Confidential,” “Restricted,” “Proprietary Information,” or other similar marking, (ii) known to be considered confidential and proprietary, (iii) received under circumstances reasonably interpreted as imposing an obligation of confidentiality. Tyro Confidential Information does not include: (x) information that, at the time it is disclosed, is already in your rightful possession or available to you or your representatives from any other source having no obligation not to disclose it; (y) information that is, or any time becomes, available to the public without any breach of obligation not to disclose it; or (z) information that is developed independently by you without reliance on any of the Tyro Confidential Information.
    
    You will treat all Tyro Confidential Information as strictly confidential and use the same degree of care to prevent disclosure of Tyro Confidential Information as you would use with respect to your own most confidential and proprietary information and, under no circumstances, less than the care that a reasonable person would take under the circumstances. Except as expressly provided in these Developer TOU, you may not use or disclose any Tyro Confidential Information without our prior written consent, except as required by your employees and agents on a need-to-know basis in order to fulfill your obligations under these Developer TOU; provided that those employees or agents have executed written agreements that are at least as protective of our rights to the Tyro Confidential Information as those contained in these Developer TOU. On termination of these Developer TOU or on our written request at any time, you will destroy or return to us all Tyro Confidential Information in your custody or control. This provision will survive any termination of these Developer TOU for so long as you have in your possession any Tyro Confidential Information.
    
13. Privacy. We recognise the importance of respecting the privacy of those who visit its websites and use its products and services. Our Privacy Policy provides a description of how we collect, use, share and protect your personal information, as well as the choices and access rights you have in regards to such personal information.
    
14. Term and Termination.
    1. These Developer TOU will be effective until terminated as provided herein. We may suspend or terminate your use of Tyro eCommerce, or these Developer TOU at any time, without cause effective immediately upon notice to you at the email address listed in your eCommerce Account. Without limitation of the foregoing, we may, in our sole discretion, suspend, revoke, or terminate your eCommerce Account at any time if: (i) your contact information is not up-to-date or you do not respond to communications directed to you; (ii) the information you have provided to obtain your eCommerce Account is false, inaccurate, not current, or incomplete; or (iii) you have breached, or we reasonably believe you are about to breach, any of these Developer TOU, or any other agreement between you and us. You may terminate these Developer TOU for any reason or no reason at all, at your convenience, by sending a written notice to us at the contact details listed on our website with the word “terminate” in the subject line and by ceasing all use of Tyro eCommerce and the Tyro eCommerce Developer Tools.
    2. On termination of these Developer TOU and/or your eCommerce Account for any reason, the rights and licenses granted to you will immediately terminate. You will, however, remain responsible for notifying the Merchant that your right to use Tyro eCommerce and the Tyro eCommerce Developer Tools has terminated. Upon the termination of these Developer TOU and/or your eCommerce Account, you shall immediately cease all use of Tyro eCommerce; and the terms, conditions, and warranties contained in these Developer TOU that by their nature and context are intended to survive the termination of these Developer TOU shall survive, including but not limited to, 8 (Your Warranties), 9 (Indemnification), 10 (Disclaimer of Warranties), 11 (Limitation of Liability), 12 (Confidential Information), 13 (Privacy), 14 (Term and Termination), 15 (Remedies), and 17 (Miscellaneous). We will have no liability to you for any damages, loss of profits or other claims arising from the termination or suspension of your access to Tyro eCommerce or any other service or product provided by us.
       
15. Remedies. You acknowledge and agree that your breach of these Developer TOU relating to the licences granted herein and your use of the Tyro Confidential Information may result in irreparable harm and permanent injury to us for which monetary damages would be an inadequate remedy. Consequently, you acknowledge and agree that, in such circumstances, we will be entitled to seek and obtain, without the posting of a bond, in addition to all other remedies available to us, at law or in equity, immediate injunctive relief to prevent or stop any breach of those provisions.
    
16. Additional Terms. In addition to the terms and conditions in these Developer TOU, your use of Tyro eCommerce is subject to: any other agreements between you and us relating to other products and services you obtain from us, all of which are incorporated into these Developer TOU by reference. We may also make additional material available for download or use that may have additional terms and conditions. All additional terms and conditions are incorporated into and are a part of these Developer TOU. In the event of a conflict between these Developer TOU and any additional terms and conditions, the additional terms and conditions will control only with respect to their specific subject matter.
    
17. Miscellaneous.
    1. Notifications. Unless provided otherwise by us in connection with Tyro eCommerce, all notices required from you under these Developer TOU must be sent to the contact details listed on our website or any other address specified by us from time-to-time, in our sole discretion. We may send any and all notices to you via e-mail at the address associated with your eCommerce Account, and you hereby consent to all notices being received electronically.
    2. Entire Agreement. These Developer TOU constitute the entire agreement between you and us with regard to their subject matter.
    3. Developer TOU Modifications. We may, at any time and from time-to-time, change the terms of these Developer TOU or provide other disclosures and notices regarding Tyro eCommerce by posting them on the Tyro website or emailing them to the email address listed in your eCommerce Account. Such notices will be provided 30 days in advance. You will be deemed to have received those disclosures and notices within 24 hours after we post them on the Tyro website or email them to you. If you do not accept those revisions to these Developer TOU, Tyro eCommerce, your only recourse is to stop using Tyro eCommerce, and to terminate these Developer TOU by sending a termination notice to us as described in Section 14a before the effective date of the revisions. Your continued use of Tyro eCommerce or the Tyro eCommerce Developer Tools after such effective date will constitute your acceptance of those revisions.
    4. Relationship of the Parties. These Developer TOU do not create and shall not be construed as creating a joint venture, co-ownership, partnership, or agency relationship between you and us.
    5. Jurisdiction; Venue. These Developer TOU will be construed, interpreted, and performed exclusively according to the laws of New South Wales, Australia, without giving effect to any principles of conflicts of law. Any action at law or in equity arising out of or directly or indirectly relating to these Developer TOU may be instituted only in the courts located in New South Wales, Australia. You and us consent and submit to the personal jurisdiction of those courts for the purposes of any action related thereto and waive any objection thereto. You agree that regardless of any statute or law to the contrary, any claim or cause of action that you may have arising out of or related to these Developer TOU must be filed within one (1) year after the claim or cause of action arose.
    6. Waiver. Our failure or delay to exercise or enforce any right or provision of these Developer TOU or any rights under applicable law shall not constitute a waiver of any of those provisions or rights.
    7. Headings. The section headings in these Developer TOU are for convenience only and have no legal or contractual effect.
    8. Assignment. You may not assign or transfer your rights or obligations under these Developer TOU. Any purported assignment or transfer in violation of the foregoing will be invalid.
    9. Force Majeure. We will not be liable for any delay or failure to perform our obligations hereunder resulting from any cause beyond its reasonable control, including without limitation, telecommunications, power, or utility failures.
    10. Severability. If at any time any provision of these Developer TOU (or any part of a provision of these Developer TOU) is or becomes illegal, invalid, or unenforceable in any respect under the law of any jurisdiction, that shall not affect or impair:
        1. the legality, validity, or enforceability in that jurisdiction of any other provision of these Developer TOU (including the remainder of a provision, where part thereof has become illegal, invalid, or unenforceable); or
        2. the legality, validity, or enforceability under the law of any other jurisdiction of that or any other provision of these Developer TOU.