Effective: March 3, 2026
Thank you for your interest in developing with IPS ("IPS," "Inyo," "we," "us," "our")! These Terms of Use (these "Terms") are our rules for our sandbox and development environments.
By clicking "I agree" (or a similar checkbox or button) or accessing or using the Services, you indicate your assent to be bound by these Terms. If you do not agree to these Terms, do not use or access the Services. These Terms contain mandatory arbitration provisions that require the use of arbitration to resolve disputes. Please read it carefully.
These Terms are between IPS Payments US, Inc. a Delaware corporation, having a place of business at 45 Prospect Street, Cambridge, MA 02139 ("IPS", "Inyo") and the entity or person accessing or using IPS's development or sandbox environment ("Client"). If you are accessing or using the IPS development or sandbox environment on behalf of another entity, then that entity is the Client. IPS may modify these Terms from time to time in accordance with Section 10 (Modifications) below.
1. ACCESS RIGHTS; RESTRICTIONS
1.1 Access
Subject to the Client's compliance with the terms and conditions of these Terms, IPS hereby agrees that during the term of these Terms, the Client has the non-exclusive right to: (i) internally use the package of application programming interface materials provided by IPS (the "API Package") solely as necessary to make an application owned and operated by the Client (the "Client Application") interoperate with the IPS services described at https://inyoglobal.com (collectively with the API Package, the "Services"), (ii) use the Services in such Client Application provided to end users (consumers or businesses) (the "End Users") solely for internal evaluation of the Services, and (iii) use the End User information and data provided via the Services (the "Output") solely in such Client Application for such internal evaluation use case. All use of the Services and Output must be only as provided in these Terms, only in accordance with IPS's applicable technical user documentation and subject to the internal evaluation use case.
1.2 Restrictions
Client will not, and will not enable or assist any third-party to: (i) attempt to reverse engineer (except as permitted by law), decompile, disassemble, or otherwise attempt to discover the source code, object code, or underlying structure, ideas, or algorithms of the Services; (ii) modify, translate, or create derivative works based on the Services; (iii) make the Services or Output (or any derivative work thereof) available to, or use the Services (or any derivative work thereof) for the benefit of anyone other than Client or End Users; (iv) sell, resell, license, sublicense, distribute, rent or lease any Services or Output to any third-party, or include any Services (or any derivative work thereof) in a service bureau, time-sharing, or equivalent offering; (v) publicly disseminate information from any source regarding the performance of the Services or Output; (vi) attempt to create a substitute or similar service through use of, or access to, the Services or Output; (vii) remove or deface any notice of confidentiality, trademark or other indicia of ownership that may be contained in any IPS technology or displayed via the Services; (viii) alter, remove or cover the proprietary rights notice in or on the software and related storage media; (ix) infringe or otherwise violate the copyright, patent, or other proprietary right of IPS; or (x) transmit via the Services any material containing or embodying any virus, worm, Trojan horse or other contaminating, destructive or harmful computer code or other feature. Client will use the Services and Output only in compliance with (a) the rights granted hereunder, (b) the IPS developer policies (available at https://dev.inyoglobal.com/assets), and (c) any agreements between Client and End Users (for clarity, including any privacy policy or statement). Notwithstanding anything to the contrary, the Client accepts and assumes all responsibility for complying with all applicable laws and regulations in connection with all of Client's activities involving any Services, Output, or End User data. Client will comply with the provisions set forth in any product- or territory specific exhibit, addendum, or other document attached to these Terms, but such provisions will only apply if Client uses the Service set forth in such document.
1.3 Ownership
Except for the rights expressly granted under this Section 1, IPS reserves and retains all right, title, and interest in and to the Services which includes but is not limited to the API Package and any related Output (except for raw End User data, which belongs to the End User), software, products, works, and other intellectual property created, used, or provided by IPS for the purposes of these Terms, and all improvements thereto and derivatives thereof. Other than the permission granted in Section 1.1, Client obtains no rights, title or other interests in or to the Services or its underlying software, including any copyright, trade secret, trademark or other proprietary rights relating to the Services or its underlying software. No implied licenses are granted herein. To the extent the Client provides IPS with any feedback relating to the Services (including, without limitation, feedback related to usability, performance, interactivity, bug reports and test results) ("Feedback"), IPS will own all right, title and interest in and to such Feedback (and the Client hereby makes all assignments necessary to achieve such ownership).
1.4 Privacy and Authorizations
Before any End User engages with the Client Application in a manner that uses the Services, the Client warrants and will ensure that it provides all notices and obtains all consents required under applicable law to enable IPS to process End User data in accordance with IPS's privacy policy (currently available at https://dev.inyoglobal.com/assets). Client will not (i) make representations or other statements with respect to End User data that are contrary to or otherwise inconsistent with IPS's privacy policy or (ii) interfere with any independent efforts by IPS to provide End User notice or obtain End User consent.
1.5 Permitted Users
Client may permit its employees, agents, contractors and service providers to access the Services and Output on Client's behalf ("Permitted Users"), provided that Client remains responsible for their compliance with all of the terms and conditions of these Terms (including without limitation terms relating to use of Services and Output) and that any such use of the Output and Services is for the sole benefit of Client. If Client enables any third parties as Permitted Users, Client (and not IPS) remains solely responsible for its relationships with such third parties and for any related billing matters, technical support, or disputes.
2. DEVELOPMENT ACCOUNTS
IPS may offer free sandbox or development accounts for the Services ("Development Accounts"). Client may use Development Accounts solely for internal evaluation of the Services to determine whether to enter into a paid commercial relationship with IPS, and not for production access or any other purpose. In using Development Accounts, Client must comply with IPS's relevant documentation, policies, and instructions, including as relates to the data types and use cases eligible for Development Accounts. IPS may make available different types of Development Accounts, and each Development Account may have limited functionality and other usage limits. IPS may modify or disable Development Accounts (and delete related data submitted by Client or provided by IPS) without notice or liability to Client. IPS has no support obligations for Development Accounts. Subject to this paragraph, Development Accounts remain subject to the terms and conditions of these Terms, including without limitation Sections 1.2 (Restrictions) through 1.5 (Permitted Users), 3 (Compliance Reviews), 7 (Warranty; Disclaimer) and 8 (Limitation of Liability).
3. COMPLIANCE REVIEWS
To access or use the Services, Client must successfully pass IPS's compliance reviews, which may include automated verifications, online questionnaires, and requests for information ("Compliance Reviews"). As part of the Compliance Reviews, Client must provide prompt responses to IPS's requests for information about Client, the Client Application, Client's business and associated entities, and Client's intended use of the Services. Client represents and warrants that all information it provides to IPS as part of Compliance Reviews will be accurate and complete, and Client will immediately notify IPS if any previously provided information is out-of-date or becomes inaccurate. Client may be required to complete more than one Compliance Review, for instance, to enable Development Accounts or upgrade to production access, or as requested by IPS based on changes in Client's use of the Services or increased risk factors. Client's passage or failure of any Compliance Review is in IPS's sole discretion. If Client fails any Compliance Review or fails to provide prompt and complete responses within three business days after IPS's requests for information (even if Client has passed a previous Compliance Review or received provisional access to the Services), IPS may suspend, revoke, or terminate Client's access to the Services, without notice or liability to Client.
4. TERM; TERMINATION
These Terms will commence on the Effective Date and will continue in effect unless terminated in accordance with these Terms. Either party may terminate these Terms in the event the other party materially breaches the terms of these Terms and fails to cure such breach within ten (10) days from receipt of written notice thereof. In addition, IPS may immediately suspend the Services in the event it determines or believes that (a) there is unauthorized access to the Services via Client's account, (b) continued provision of the Services may do material harm to IPS or its networks or systems or reputation or subject IPS to liability, or (c) Client materially breached Section 1 of these Terms. IPS may terminate these Terms for any reason and without cause upon written notice to Client. But for Section 1.1, all provisions of these Terms will remain in force in the event of termination.
5. CONFIDENTIALITY
During the term of these Terms, each party (a "Disclosing Party") may disclose, under these Terms, the other party (a "Receiving Party") with confidential and/or proprietary materials and information of the first party ("Confidential Information"). All materials and information disclosed by Disclosing Party to Receiving Party under these Terms and identified at the time of disclosure as "Confidential" or bearing a similar legend, and all such other information that the Receiving Party reasonably should have known was the Confidential Information of the Disclosing Party, will be considered Confidential Information; for the avoidance of doubt, the Service, all pricing information and terms of these Terms, are Confidential Information of IPS. Receiving Party will maintain the confidentiality of the Confidential Information and will not disclose such information to any third-party without the prior written consent of Disclosing Party. Receiving Party will only use the Confidential Information internally for the purposes contemplated under these Terms. The obligations in this Section 5 will not apply to any information that: (i) is made generally available to the public without breach of these Terms, (ii) is developed by the Receiving Party independently from the Disclosing Party's Confidential Information, (iii) is disclosed to Receiving Party by a third-party without restriction, or (iv) was in the Receiving Party's lawful possession prior to the disclosure to the Receiving Party and was not obtained by the Receiving Party either directly or indirectly from the Disclosing Party. Receiving Party may disclose Confidential Information as required by law or court order; provided that, Receiving Party provides Disclosing Party with prompt written notice thereof and uses its best efforts to limit disclosure. At any time, upon Disclosing Party's request, Receiving Party will return to Disclosing Party all Disclosing Party's Confidential Information in its possession, including, without limitation, all copies and extracts thereof. Notwithstanding the foregoing, (a) Receiving Party may disclose Confidential Information to any third-party to the limited extent necessary to exercise its rights, or perform its obligations, under these Terms; provided that, all such third parties are bound in writing by obligations of confidentiality and non-use at least as protective of the Disclosing Party's Confidential Information as these Terms and (b) all Feedback and the API Package will be solely IPS's "Confidential Information."
6. INDEMNITY
The Client will defend, indemnify and hold IPS harmless from and against all third-party claims, actions, proceedings, regulatory investigations, damages, losses, judgments, settlements, costs and expenses (including attorneys' fees), arising from or in connection with: (i) Client breach of any laws or regulations (including with respect to privacy); (ii) Client's or any Permitted User's use of the Services and Output; or (iii) Client's violation of any agreements it has with any End User.
7. WARRANTY; DISCLAIMER
THE SERVICES ARE PROVIDED "AS IS." TO THE FULLEST EXTENT PERMITTED BY LAW, NEITHER INYO NOR ITS AFFILIATES, SUPPLIERS, LICENSORS, AND DISTRIBUTORS MAKE ANY WARRANTY OF ANY KIND, EXPRESS, IMPLIED, STATUTORY OR OTHERWISE, INCLUDING, BUT NOT LIMITED TO, WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NONINFRINGEMENT, OR ANY WARRANTY THAT THE SERVICES ARE FREE FROM DEFECTS. INYO DOES NOT MAKE ANY WARRANTY AS TO THE OUTPUT THAT MAY BE OBTAINED FROM USE OF THE SERVICES. CLIENT, IF AN INDIVIDUAL, MAY HAVE OTHER STATUTORY RIGHTS; HOWEVER, TO THE FULLEST EXTENT PERMITTED BY LAW, THE DURATION OF STATUTORILY REQUIRED WARRANTIES, IF ANY, SHALL BE LIMITED TO THE SHORTEST PERIOD PERMITTED BY LAW.
8. LIMITATION OF LIABILITY
TO THE FULLEST EXTENT PERMITTED BY LAW, NEITHER INYO NOR ITS AFFILIATES, SUPPLIERS, LICENSORS, AND DISTRIBUTORS WILL BE LIABLE UNDER THESE TERMS FOR ANY: (A) INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL, EXEMPLARY, OR PUNITIVE DAMAGES; (B) LOSS, ERROR, OR INTERRUPTION OF USE OR DATA (IN EACH CASE, WHETHER DIRECT OR INDIRECT); OR (C) COST OF COVER OR LOSS OF BUSINESS, REVENUES, OR PROFITS (IN EACH CASE WHETHER DIRECT OR INDIRECT), EVEN IF THE PARTY KNEW OR SHOULD HAVE KNOWN THAT SUCH DAMAGES WERE POSSIBLE. TO THE FULLEST EXTENT PERMITTED BY LAW, INYO'S AGGREGATE LIABILITY IN CONNECTION WITH THESE TERMS WILL NOT EXCEED ONE HUNDRED DOLLARS (US$100.00). THE PARTIES AGREE THAT THE WAIVERS AND LIMITATIONS SPECIFIED IN THIS SECTION 8 APPLY REGARDLESS OF THE FORM OF ACTION, WHETHER IN CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY, OR OTHERWISE AND WILL SURVIVE AND APPLY EVEN IF ANY LIMITED REMEDY SPECIFIED IN THESE TERMS ARE FOUND TO HAVE FAILED OF ITS ESSENTIAL PURPOSE.
9. MISCELLANEOUS
If any provision of these Terms are found to be unenforceable or invalid, that provision will be limited or eliminated to the minimum extent necessary so that these Terms will otherwise remain in full force and effect and enforceable. These Terms are not assignable or transferable by Client except with IPS's prior written consent; provided, however, that Client may, upon prior written notice to IPS, transfer and assign its rights and obligations under these Terms to an affiliate or in connection with a merger, acquisition, corporate reorganization, or sale of all or substantially all of its assets to which these Terms relate. If such a transfer or assignment is made in favor of a direct competitor of IPS, then IPS may terminate these Terms upon written notice to Client. IPS may freely assign these Terms. These Terms are the complete and exclusive statement of the mutual understanding of the parties and supersedes and cancels all previous written and oral agreements, communications, and other understandings relating to the subject matter of these Terms, and all waivers and modifications must be in a writing signed by both parties, except as otherwise provided herein. No agency, partnership, joint venture, or employment is created as a result of these Terms. IPS's notice address is as follows: IPS Payments US, Inc. Any notices in connection with these Terms will be in writing and sent by first class mail, confirmed facsimile or major commercial rapid delivery courier service to the address specified above (or such other address as may be properly specified by written notice hereunder). Email notice will be permitted by IPS if sent to the Client's account email address. Neither party is responsible for any failure to perform its obligations under these Terms during any period in which such performance is delayed by circumstances beyond its reasonable control, including, but not limited to, weather, fire, flood, earthquake, war, embargo, strike, riot, civil unrest, acts of terrorism, or the intervention of any government entity, and the acts and omissions of IPS's data suppliers. In the event of such a failure, provided notice is provided to the other party, such party's obligations will be suspended until such party is able to perform. During the term of these Terms, (a) Client agrees to participate in case studies and other similar marketing efforts reasonably requested by IPS; (b) IPS may disclose that Client is an IPS customer to third parties; and (c) IPS may include on and in IPS's website, case studies, marketing materials, and conference presentations and other speaking opportunities, Client's testimonials and other feedback regarding the Services, name, website URL, use case, and logo and other marks. Upon request from Client, IPS will promptly stop making the disclosure and use described in the foregoing sentence except to the extent already included in any then-existing materials. These Terms will be governed by the laws of the Commonwealth of Massachusetts, without regard to the conflict of law provisions thereof. The application of 1980 United Nations Convention on Contracts for the International Sale of Goods is expressly excluded. Except for claims for injunctive or equitable relief or claims regarding intellectual property rights (which may be brought in any competent court). All disputes between the Parties arising under or in connection with the Agreement will be submitted to binding arbitration in Boston, Massachusetts pursuant to the Commercial Arbitration Rules of the American Arbitration Association ("AAA") and the procedures set forth below. The arbitration will take place in Boston, Massachusetts and will apply the governing law of this Agreement. The final and binding arbitration will be performed by a single arbitrator who is a practicing commercial lawyer in English and in accordance with and subject to the Commercial Arbitration Rules of the AAA then in effect. The decision of the arbitrator will be final and binding, and judgment on the award may be entered in any court of competent jurisdiction. The arbitrator will be bound by the warranties, limitations of liability, and other provisions of this Agreement and will base the award on applicable law and judicial precedent. Upon rendering a decision, the arbitrator shall state in writing the basis for the decision, including the findings of fact and conclusions of law upon which the decision is based. The Parties shall share the costs, fees, and expenses of arbitrator and/or arbitration company equally, except that the Party initiating such arbitration shall be responsible for all filing fees in connection therewith. The arbitrator's award, including awards of attorneys' fees, costs, and expenses, shall bind the Parties, and may be entered as a judgment in any court of competent jurisdiction. In addition to finality of the award or decision, the award or decision shall be eliminated from any process, petition to, or motion of appeal except as permitted by applicable law. Notwithstanding the foregoing, each Party may seek injunctive relief in a court of competent jurisdiction, where appropriate, to protect its rights pending the outcome of the arbitration.
10. MODIFICATIONS
From time to time, IPS may modify these Terms. IPS will use commercially reasonable efforts to notify Client of the modifications and the effective date of such modifications through communications via Client's account, email, or other means. Client must accept the modifications to continue accessing or using Development Accounts. If Client objects to the modifications, its exclusive remedy is to cease any and all access and use of Development Accounts. Client may be required to click to accept or otherwise agree to the modified Terms in order to continue accessing or using the Services, and in any event continued access or use of the Services after the modified version of these Terms goes into effect will constitute Client's acceptance of such modified version.