This Developers & API License Agreement is between the party being issued an Access Key (defined below) (“you,” “your,” or “yours”) and Wagepoint (“Wagepoint”) and governs your participation in Wagepoint’s developers program and your use of Wagepoint’s API (“Agreement”). YOU MAY NOT USE ANY OF THE TOOLS OR THE API IF YOU DO NOT AGREE TO ALL OF THESE TERMS.  By accepting this Agreement, you represent and warrant that you have the authority to bind the party being issued an Access Key.

1 DEFINITIONS

1.1 Access Keys means the confidential security keys that Wagepoint provides to you for your use of the API.

1.2 Application means the software application, website or other interface that you develop, own or operate to interact with the API.

1.3 Developer Tools means the Wagepoint Application Programming Interface (API) and all other tools and information made available to you by Wagepoint.

1.4 Wagepoint Content means all of the information stored in and retrieved from Wagepoint databases. Wagepoint Content does not include information that you obtain independent of Wagepoint and the API.

1.5 Wagepoint Site means any website owned, operated, or controlled by Wagepoint.

1.6 Wagepoint User means any person who accesses any page on any Wagepoint Site.

1.7 Wagepoint User Agreement means the terms and policies on which Wagepoint offers its services to Wagepoint Users.

1.8 Your Users means end-users of your Application, your service providers, and anyone who sublicenses your Application.

2 DEVELOPERS PROGRAM CONDITIONS

2.1 Participation in the Developers Program. The Wagepoint Developers Program is a set of APIs and tools that allows you to create Applications to access and/or interact with Wagepoint Content, Wagepoint Sites and services. Participation in the Developers Program gives you access to Wagepoint’s Developers Tools. These tools allow you to access Wagepoint-branded sites and services and Wagepoint Content, to develop Applications that integrate with or facilitate the use of Wagepoint’s sites and services.

2.1.1 Permitted Uses. Your use of the Wagepoint Developer Tools is permitted only for the purpose of facilitating your own or Your Users’ use of Wagepoint’s sites and services.  

2.1.2 Application Guidelines. You may develop, display or distribute Applications that interact with the API. You agree that you are solely responsible for the Applications that you develop, and Applications must comply with the requirements published by Wagepoint.

2.2 API License

2.2.1 Using the API. Subject to this Agreement, Wagepoint grants you a non-exclusive, non-transferable, and non-sublicensable license to use the API solely to (1) retrieve information necessary to facilitate Your Users’ use of Wagepoint Sites and services through the Application; (2) make limited copies of Wagepoint Content only as directly necessary to perform activities permitted by this Agreement, which copies shall be deleted when they are no longer required for that purpose; and (3) display and rearrange Wagepoint Content consistent with this Agreement and API logo usage requirements Wagepoint publishes.

2.2.2 Access Keys. Wagepoint will provide you with Access Keys that permit you to access Wagepoint’s databases. The Access Keys are the property of Wagepoint and may be revoked if you share them with any third party (other than as allowed under this Agreement), if they are compromised, if you violate any term of this Agreement, or if Wagepoint terminates this Agreement.

2.2.3 API Call Limitations. The number of API calls you will be permitted to make during any given period may be limited. Wagepoint will determine call limits based on its sole and absolute discretion.  Wagepoint may, in its sole discretion, charge you for API calls that exceed the call limits or terminate your access to the API. Unused API calls will not roll over to the next day or month, as applicable.

2.3 Developers Program Logos. Wagepoint grants you a non-exclusive license to display certain logos as set forth in the “API Logo Usage Requirements” published by Wagepoint.  You must display logos in accordance with the API Logo Usage Requirements. Wagepoint has final approval over the placement of API logos on your Application and may terminate this trademark license at any time for any reason and you must remove the logo(s) immediately. Wagepoint may update the API logos from time to time, and you will display the current logo.

3 WAGEPOINT CONTENT

3.1 Using and Displaying Wagepoint Content. Display of Wagepoint Content is permitted only within your Application. You may use and display Wagepoint Content only in accordance with the following guidelines:

3.1.1 Authentication. If your Application will enable Your Users to interact with Wagepoint Sites and services in a way that requires sign-in to their Wagepoint accounts, you may provide this access only after “Authentication” which occurs when a Wagepoint User grants the Application access to that Wagepoint User’s Wagepoint Content via a Wagepoint-controlled sign-in and consent page.

3.1.2 Framed Content. Unless expressly permitted by Wagepoint, you will not frame (divide the browser display area into separate sections, each of which constitutes a different web page) any web page served by Wagepoint servers.

3.2 Protecting User Privacy

3.2.1 Collecting and Using Personal Information. Your participation in the Developers Program and your use of the Developers Tools may allow you to collect Personal Information from and about Wagepoint Users. “Personal Information” is any information pertaining to a directly or indirectly identifiable individual. It may include information that you collect directly from users in connection with your Application and information that is included in the Wagepoint Content, or that you otherwise receive from Wagepoint, about Your Users or other Wagepoint Users.

3.2.1.1 You will delete Personal Information when it is no longer necessary for your performance of the Agreement or when you cease to participate in the Developers Program. This provision does not apply to information you collect directly from Your Users, unrelated to the Wagepoint site and services.

3.2.1.2 You will not under any circumstances collect or store Wagepoint User IDs and passwords.

3.2.2 Compliance with Privacy Laws. At all times, your Application and your use of the Developers Tools and Wagepoint Content will comply with all applicable laws, regulations and best practices concerning privacy, and data protection.

3.2.3 Information About Your Users. You may receive Personal Information about Your Users, either directly from Your Users or from Wagepoint after Authentication. Your collection and use of that information will be only as authorized by Your Users and will comply with your privacy policy. Your privacy policy and your privacy practices will comply with applicable laws.

3.2.5 Communication. You will not use Personal Information from Your Users or from Wagepoint Users that you received from Wagepoint to send or enable sending of unsolicited communications of any type. You may communicate with Your Users, or send communications initiated by and on behalf of Your Users to other Wagepoint Users, to facilitate a Wagepoint transaction. You may also send communications that users have explicitly consented to receive.

4 RESTRICTED ACTIVITIES

4.1 You may not use or access (nor facilitate or enable others to use or access) the Developers Tools or Wagepoint Content in any way not expressly permitted under this Agreement. For example, you will not and you will not facilitate or enable others to:

4.2 Distribute, publish, or allow access or linking to the API or Wagepoint Content from any location or source other than your Application.

4.3 Enable or permit the disclosure of Wagepoint Content other than as authorized under this Agreement.

4.4 Use the Wagepoint Content to establish Wagepoint User identities or user profiles.

4.5 Commercialize (that is, sell, rent, trade or lease), copy or store the Wagepoint Content, other than for the intermediate purposes allowed by this Agreement;

4.6 Use, copy, distribute or modify the API or Wagepoint Content in any “service bureau” or “timesharing” business;

4.7 Enable Wagepoint Users to set or change Wagepoint User preferences, registration preferences or privacy preferences with your Application.

4.8 Collect Personal Information of any Wagepoint User other than as provided in this Agreement.

4.9 Modify, decompile, reverse engineer or otherwise alter the Developers Tools, API or Wagepoint Content.

4.10 Use robots, spyders, scraping or other technology to access or use Wagepoint Content or any Wagepoint Sites or services to obtain any information beyond what Wagepoint provides to you under this Agreement.

4.11 Knowingly create an Application that may be used to violate the Wagepoint User Agreement or any other Wagepoint policy or applicable law.

4.12 Use the API in a manner that exceeds reasonable request volume, constitutes excessive or abusive usage or otherwise fails to comply or is inconsistent with any part of Wagepoint requirements.

4.13 Have your Application or your use of Wagepoint Content or any of the Developers Tools: (i) be false, inaccurate or misleading; (ii) infringe on any third party’s copyright, patent, trademark, trade secret or other property rights or rights of publicity or privacy; (iii) violate any law, statute, ordinance, contract, regulation or generally accepted practice in all relevant jurisdictions (including without limitation those governing trade and export, financial services, consumer protection, unfair competition, antidiscrimination or false advertising); (iv) be defamatory, trade libelous, threatening or harassing; (v) contain any viruses or other computer programming routines that may damage, detrimentally interfere with, surreptitiously intercept or expropriate any system or data; or (vi) create liability for us or cause us to lose (in whole or in part) the services of our ISPs or other suppliers;

4.14 Provide any data or information to Wagepoint unless you represent and warrant that it is accurate and you have all rights necessary to provide such data or information to Wagepoint, and for Wagepoint to use it.

5 WAGEPOINT POLICIES

You and your Application will comply with the Wagepoint User Agreement and all applicable Wagepoint Site policies. In the event of a conflict between this Agreement and the Wagepoint User Agreement, this Agreement will control.

6 MODIFICATIONS

6.1 Modification of the API, Sites and Services. Wagepoint may modify the Developers Tools, permitted API calls, its databases, the permitted uses under this Agreement, any Wagepoint Site or service, or any of the benefits and/or features provided in connection with your use of the API at any time with or without notice to you. Modifications may affect your Application and may require you to make changes to your Application at your own cost to continue to be compatible with or interface with the API or Wagepoint Sites or services.

6.2 Modification of this Agreement. Wagepoint may from time to time change the terms of this Agreement. We will post the amended terms on http://10.20.21.87/developer-api-agreement/ and we may also send you a notice about the amended terms via email. Except where stated otherwise herein, all amended terms will be effective thirty days after they are posted or emailed to you. IF ANY MODIFICATION IS UNACCEPTABLE TO YOU, YOUR ONLY RECOURSE IS TO TERMINATE THIS AGREEMENT BY SENDING A TERMINATION NOTICE TO support@wagepoint.com (“AMENDMENT TERMINATION NOTICE”) BEFORE THE EFFECTIVE DATE OF THE AMENDMENT(S). The amendment termination notice will be effective on the date it is received by Wagepoint. YOUR USE OF THE DEVELOPER PROGRAM TOOLS OR API AFTER THE DATE ON WHICH CHANGES BECOME EFFECTIVE WILL CONSTITUTE YOUR ACCEPTANCE OF SUCH CHANGES.

7 MONITORING AND ENFORCEMENT

7.1 Remedy for Breach. If Wagepoint, in its sole discretion, believes that you or your service providers have breached this Agreement or engaged in fraudulent activity, Wagepoint may take any and all steps it deems appropriate, including issuing a warning, conducting an investigation, or suspending your API license.

7.2 Corrective Action. In addition to any other available remedies, Wagepoint may seek specific performance, injunctive relief or attorneys’ fees. Wagepoint reserves the right to take other corrective action as Wagepoint sees fit in the event that Wagepoint receives complaints from Wagepoint Users about your Application or your actions.

8 OWNERSHIP AND LICENSING

8.1 Ownership. As between Wagepoint and you: (i) Wagepoint retains all rights, title and interest in and to all intellectual property rights embodied in or associated with the Developers Tools, Wagepoint Content, Wagepoint Site, any and all Wagepoint services, and any content Wagepoint created or derived therefrom; and (ii) you retain all rights, title and interest in and to all intellectual property rights embodied in or associated with your Application, excluding the aforementioned rights in this Section 8.1(i) above owned by or licensed to Wagepoint. There are no implied licenses under this Agreement, and any rights not expressly granted to you hereunder are reserved by Wagepoint or its suppliers. You will not take any action inconsistent with Wagepoint’s ownership of the Developers Tools, Wagepoint Site, and/or Wagepoint Content. Neither party will exceed the scope of the licenses granted hereunder.

8.2 License. You agree that Wagepoint, in its sole discretion, may use your trade names, trademarks, service marks, logos, and domain names for the purpose of advertising or publicizing your use of the API. If you submit an Application for inclusion on a Wagepoint Site or to be hosted by Wagepoint, you direct and authorize Wagepoint and its affiliates to host, link to, and otherwise incorporate the Application into Wagepoint services and to carry out any copying, modification, distribution, internal testing, or other processes Wagepoint deems necessary.

8.3 Competitive or Similar Materials. In no event will Wagepoint be precluded from discussing, reviewing, developing for itself, having developed, acquiring, licensing or developing for third parties, as well as marketing and distributing, materials which are competitive with, or identical to, your Application or other products or services provided by you, irrespective of their similarity to your current products or products that you may develop.

9 WORKING WITH THIRD PARTIES

9.1 Service Providers. You may work with service providers as necessary to facilitate your performance under this Agreement only if you subject your service providers to all of the conditions and restrictions of this Agreement. You acknowledge and agree that any act or omission by your service provider(s) amounting to a breach of this Agreement will be deemed a breach by you.

9.2 Sublicensing. Except as set forth in this Section 9, all license rights (under any applicable intellectual property right) granted to you by Wagepoint are not sublicenseable, transferable or assignable. You may sublicense your right to display the Wagepoint Content and the API Logos to Your Users solely to enable them to display Wagepoint Content and the API Logos on their computer screens or websites through your Application, provided Your Users shall agree to the provisions of this Agreement. As a third-party beneficiary to all sublicenses pursuant to this Agreement, Wagepoint will have the right, in its sole discretion, to directly enforce any term of the sublicense agreement against Your Users. You acknowledge and agree that any act or omission by Your User(s) amounting to a breach of this Agreement will be deemed a breach by you.

10 FEES AND PAYMENTS

10.1 Fees. You agree to pay any fees charged under this Agreement, including any taxes associated therewith.

10.2 Payments. All fees are due and payable within thirty days of the invoice date; Wagepoint may terminate this Agreement without notice to you if you fail to pay. All payments are non-refundable, whether or not you use the service purchased.

11 AVAILABILITY, SECURITY AND STABILITY

Wagepoint makes no guarantees with respect to the availability or uptime of any Developers Tools, Wagepoint Sites or services. Wagepoint may conduct maintenance on or stop providing any of the Developers Tools, or its sites or services, at any time with or without notice to you. Wagepoint may change the method of access to the Developers Tools at any time.

It is in the best interests of both parties that Wagepoint maintain a secure and stable environment. In the event of degradation or instability of Wagepoint’s system or an emergency, Wagepoint may, in its sole discretion, temporarily suspend your access to the Developers Tools or Wagepoint’s sites and services under this Agreement. Your continued access to the Developers Tools and Wagepoint Content is subject to your compliance with the API Security Standards in Exhibit A, incorporated herein by this reference.

12 DISCLAIMER OF WARRANTIES & LIMITATION OF LIABILITY

SOME JURISDICTIONS DO NOT ALLOW CERTAIN WARRANTY DISCLAIMERS OR LIMITATIONS ON LIABILITY. ONLY DISCLAIMERS OR LIMITATIONS THAT ARE LAWFUL IN THE APPLICABLE JURISDICTION WILL APPLY TO YOU AND WAGEPOINT’S LIABILITY WILL BE LIMITED TO THE MAXIMUM EXTENT PERMITTED BY LAW.

EXCEPT AS EXPRESSLY STATED HEREIN, WAGEPOINT DISCLAIMS ALL WARRANTIES AND CONDITIONS, EXPRESS, IMPLIED OR STATUTORY, INCLUDING WITHOUT LIMITATION THE IMPLIED WARRANTIES OF TITLE, NON-INFRINGEMENT, MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE. WAGEPOINT DOES NOT REPRESENT OR WARRANT THAT ANY WAGEPOINT SITE, SERVICES, OR DEVELOPERS TOOLS WILL OPERATE SECURELY OR WITHOUT INTERRUPTION. ALL LOGOS, PRODUCTS AND SERVICES PROVIDED BY WAGEPOINT HEREUNDER ARE PROVIDED “AS IS” AND “AS AVAILABLE.” YOU ACKNOWLEDGE THAT YOU HAVE NOT ENTERED INTO THIS AGREEMENT IN RELIANCE UPON ANY WARRANTY OR REPRESENTATION EXCEPT THOSE SPECIFICALLY SET FORTH HEREIN. WAGEPOINT WILL HAVE NO DIRECT, CONSEQUENTIAL, SPECIAL, INDIRECT, EXEMPLARY, PUNITIVE, OR OTHER LIABILITY WHETHER IN CONTRACT, TORT OR ANY OTHER LEGAL THEORY, UNDER THIS AGREEMENT, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH LIABILITY AND NOTWITHSTANDING ANY FAILURE OF ESSENTIAL PURPOSE OF ANY LIMITED REMEDY. IN THE EVENT THAT THE ABOVE IS NOT ENFORCEABLE, WAGEPOINT’S AGGREGATE LIABILITY UNDER THIS AGREEMENT IS LIMITED TO AMOUNTS PAID OR PAYABLE TO WAGEPOINT BY YOU FOR THE DEVELOPERS TOOLS IN THE MONTH PRECEDING THE CLAIM. IN THE EVENT THAT THE FORMER LIMITATION OF LIABILITY IS HELD UNENFORCEABLE BY A COMPETENT COURT, WAGEPOINT’S AGGREGATE LIABILITY IS IN ANY CASE LIMITED TO $25,000 PER EVENT, A SERIES OF EVENTS BEING CONSIDERED AS ONE SINGLE EVENT.

13 INDEMNIFICATION

You will indemnify, defend and hold Wagepoint, its employees, agents, consultants, subsidiaries, partners, affiliates, and licensors harmless against any and all claims, costs, losses, damages, liabilities, judgments and expenses (including reasonable fees of attorneys and other professionals) (collectively, “Claims”) that may arise from or are related to (i) use of the Developers Tools; or (ii) the development, maintenance, use and contents of your Application, including but not limited to any infringement of any third-party proprietary rights. At Wagepoint’s option, you will assume control of the defense and settlement of any Claim subject to indemnification by you (provided that, in such event, Wagepoint may at any time thereafter elect to take over control of the defense and settlement of any such Claim, and in any event, you will not settle any such Claim without Wagepoint’s prior written consent).

14 TERM AND TERMINATION

14.1 Term. The term of this Agreement will begin on the date on which you accept this Agreement and will continue until terminated in accordance with this Agreement.

14.2 Termination. This Agreement will terminate automatically without notice if you fail to comply with any of its terms. The license that is granted hereunder is dependent on your compliance with this agreement and terminates automatically if you fail to comply with the terms. WAGEPOINT RESERVES THE RIGHT TO TERMINATE THIS AGREEMENT OR SUSPEND OR DISCONTINUE YOUR ACCESS TO THE API, OR ANY PORTION OR FEATURE THEREOF, FOR ANY OR NO REASON AND AT ANY TIME WITH OR WITHOUT NOTICE TO YOU AND WITHOUT LIABILITY TO YOU.

14.3 If you wish to terminate this Agreement, you must email a termination notice to support@wagepoint.com; any other methods used by you to terminate the Agreement will be void and will not result in a termination. Your termination notice will be effective when it is received by Wagepoint.

14.4 Effect of Termination. Upon the termination of this Agreement, your Access Keys will be revoked, all licenses granted hereunder will terminate, and you will pay all past-due fees. You will destroy all your intermediate copies of Wagepoint Content and Personal Information within ten days of termination and provide written proof of destruction to Wagepoint upon request.

14.5 Survival. The following Sections will survive any termination of this Agreement: [1] Definitions, [3] Wagepoint Content, [4] Restricted Activities, [5] Wagepoint Policies, [8.1] Ownership and Licensing, [10] Fees and Payments, [12] Disclaimer of Warranties & Limitation of Liability, [13] Indemnification, [14.4] Effect of Termination, [15] Confidentiality, [16] Publicity, [17] Miscellaneous, and any other provision that by its nature is intended to survive termination of this Agreement.

15 CONFIDENTIALITY

“Confidential Information” will include all information provided by Wagepoint to you under this Agreement, including without limitation, Developers Tools, Wagepoint Content, and Access Keys. You will not use or disclose Confidential Information other than as required to perform under and permitted by this Agreement. Your confidentiality obligations will survive the termination of this Agreement for three years. The parties acknowledge that monetary damages may not be a sufficient remedy for unauthorized use or disclosure of Confidential Information and that Wagepoint will be entitled (without waiving any other rights or remedies) to such injunctive or equitable relief as may be deemed proper by a court of competent jurisdiction, without obligation to post any bond. Any information provided by you to Wagepoint hereunder is considered by Wagepoint to be non-confidential. Wagepoint has no duty, express or implied, to pay any compensation for the disclosure or use of any such information provided by you to Wagepoint. You acknowledge and agree that any information you provide to Wagepoint is solely to consider a business relationship under this Agreement and you have no expectation of payment.

16 PUBLICITY

You will not make any public statement regarding this Agreement, the terms of this Agreement, any aspect thereof, the Developers Tools, or the Wagepoint Developers Program without Wagepoint’s prior written approval which may be withheld in Wagepoint’s sole discretion. You permit Wagepoint to make public statements about your use of the Developers Tools or participation in the Wagepoint Developers Program.

17 LAW AND VENUE

This Agreement will be construed as if both parties jointly wrote it, governed by Delaware law except for its conflicts of laws principles, and any cause of action arising under or relating to this Agreement must be brought exclusively in a court in Delaware, and the parties hereby agree to submit to such jurisdiction.  

18 MISCELLANEOUS

You agree that this Agreement constitutes the entire agreement between the parties with respect to the subject matter hereof and any conflicting or additional terms contained in other documents or oral discussions are void. Any modifications by you to this Agreement must be made in a writing (not including email) executed by both parties. Any notices to Wagepoint must be sent to our corporate headquarters address as set forth on our website via first class or air mail or overnight courier, and is deemed given upon receipt. A waiver of any default is not a waiver of any subsequent default. Unenforceable provisions will be modified to reflect the parties’ intention, and remaining provisions of the Agreement will remain in full effect. Neither party may assign this Agreement without the prior express written permission of the other party; provided that your consent shall not be required for Wagepoint’s assignment or transfer (1) due to operation of law, or (2) to an entity that acquires substantially all of Wagepoint’s stock, assets or business, or (3) to a related entity. You and Wagepoint are not legal partners or agents, but are independent contractors.  

Exhibit A

API Security Standards

You will comply with the following API Security Standards (“Security Standards”):

1. Security Audits

1.1 Audit. Wagepoint reserves the right to periodically audit the systems to ensure compliance with the requirements of this Exhibit. Non-intrusive network and application security scans may be performed randomly without prior notice.

1.2 Audit After a Security Breach Incident. For purposes of these Security Standards, a “Security Breach” is defined as a breach of security of your facility, systems or site where Wagepoint Content or Wagepoint User Data has been acquired by an unauthorized person. In the event of a Security Breach, Wagepoint may suspend or terminate your access to the API and Wagepoint Content and Wagepoint may conduct a security audit.

1.3 Wagepoint Results and your Response. Wagepoint will provide you with detailed results of any security audit performed by Wagepoint pursuant to these Security Standards. You will be granted thirty (30) days to resolve any issues Wagepoint has identified through a security audit. Should you fail to resolve such identified issues, Wagepoint may immediately suspend or terminate your access to the API and Wagepoint Content without notice.

2. Security Incidents and Response

2.1 Notification and Timing. You agree to immediately notify Wagepoint in writing upon your discovery of a Security Breach. You agree to use commercially reasonable efforts to notify Wagepoint of your detection of a Security Breach no more than twenty-four (24) hours after detection of a Security Breach. Notwithstanding the foregoing, under no circumstances will more than two (2) days pass between your detection of a Security Breach and Wagepoint being notified.

2.2 Notification Format. Your notification of a Security Breach in accordance with the requirements set forth above will take the form of an email to support@wagepoint.com. Such notification email will include: a problem statement, expected resolution time (if known), and the name and phone number of your representative that Wagepoint can contact to obtain incident updates.

3. Security Precautions: Best Practices. You agree to adhere at all times to reasonable security practices, as specified in current industry literature on topics relevant to your interaction with Wagepoint. In the event such best practices conflict with these Security Standards, you will comply with these Security Standards.

4. Data Security: Data Storage. You agree to maintain reasonable safeguards to protect the security of the following information, whether provided by a Wagepoint User to you or obtained from Wagepoint through the API:

a. Wagepoint User Email Addresses
b. Auth & Auth Tokens
c. Wagepoint User ID (includes API Developer ID, Application ID, and Certificate ID)
d. Any other Wagepoint User data

At no time will you collect or store Wagepoint User passwords, credit card numbers, financial information, Social Security Numbers, Driver’s License numbers, or State Identification Card numbers, in any form. Wagepoint User IDs used to authenticate access to the API must be kept secret and confidential and under no circumstances be exposed to the public. If Wagepoint believes that Wagepoint User IDs have been compromised, Wagepoint reserves the right to immediately terminate access and issue a new Wagepoint User ID to you.

Wagepoint Holdings USA, Inc. © 2025.
All rights reserved.