Terms of Use

This Discover Developers' Terms of Use (this "Agreement") is a legally binding contract between you, the individual end user, together with any company that employs you or that you represent in any capacity, including, but not limited to, as agent or independent contractor, (collectively, "You" or "Your") and DFS Services LLC ("DFS") and applies to Your use of the DFS Dev Center ("Dev Center") or related Materials offered by DFS or its Affiliates. By registering for an account with the Dev Center, using the Dev Center and/or accessing the Dev Center, You hereby agree to be bound by and to comply with the Terms of Use. If you do not agree to these Terms of Use, do not access this site. DFS reserves the right to change these terms of use at any time, at its own discretion, with or without notice. All such changes will be posted to this site. The most recent modification date will be noted by the "Effective Date" above. Capitalized terms not otherwise defined herein are defined in Section 14 below.

1. Your capacity and related matters.

Representations. You represent and warrant that: (i) You are 18 years of age or older; (ii) You are over the age of majority in your respective country (iii) You are not an employee of DFS (iv) all information You have provided and will provide to DFS is true, correct and complete in all respects; (v) no authorization or approval from any third party is required in connection with Your execution, delivery or performance of this Agreement, (vi) You have the legal right, power and authority to accept the terms and conditions of this Agreement on Your own behalf and on behalf of any company that employs You or that You represent in any capacity, including, but not limited to, as agent or independent contractor; (vii) this Agreement constitutes a legal, valid and binding obligation, enforceable against You (including any company that employs You or that You represent) in accordance with its terms; (viii) Your obligations under this Agreement do not violate any laws or constitute a breach to any other agreement to which You are bound; and (ix) any materials You provide, create, post, or develop that are in any way related to this Agreement, or the use thereof, do not and will not infringe any Intellectual Property Rights of any third party; and (x) You are not a Restricted Person.

2. Account enrollment and terms.

a. In order to use a Developer Program, You must register for an account on the Dev Center ("Access Account"). You must select a username, email address [or other ID] and password to enable You to access Your Access Account and use a Developer Program and related Materials. The registration must include the name of any company that employs You or that You represent and on whose behalf You are entering into this Agreement. Access Account information furnished by DFS remains DFS’s sole property. You agree not to share your Access Account with any other person. Any individual using the Dev Center must have their own Access Account and agree to the Terms of Use of the Dev Center. You agree to notify DFS immediately of any unauthorized use of Your Access Account or any other breach of security. You are solely responsible for all activities occurring with use of Your Access Account, whether or not they are undertaken by or with Your knowledge or authorization. You will not request, collect, or obtain your Access Account through any deceptive or fraudulent means.

b. Access to separate developer program. Access Account may not provide full access to all Developer Programs on the Dev Center. DFS may make separate Developer Programs available for different Applications and/or DFS Services. Each Developer Program may include access to certain Materials for the particular Developer Program. Access to certain Developer Programs may be subject to separate approval by DFS and additional terms and conditions. DFS may limit access to each API or SDK, in its sole discretion. You may only access the Developer Programs and associated Materials for which You have been given access by DFS.

c. Account update or renewal. You will maintain up-to-date and accurate information (including a current email address, employer and other contact information) for Your Access Account. If the company that employs You or that You represent changes, you must enroll for a new Access Account. DFS may in its sole discretion require You to renew or update Your registration and Access Account for the Dev Center.

d. Term and Termination. The Term of this Agreement ("Term") will commence on the Effective Date or the date in which You register for an Access Account, whichever is earlier, and continue until terminated. This Agreement may be terminated by either party for any reason or no reason with written or electronic notice to the other party. Upon termination of the Agreement for any reason, You must immediately cease use of all DFS Materials. Any rights and licenses granted to You under this Agreement shall be extinguished, and You shall immediately cease using the Dev Center. You must return to DFS all Materials and Confidential Information in accordance with Section 10.a. below, or destroy and certify such destruction to DFS’s reasonable satisfaction, all copies, extracts and derivative works of the foregoing, together with any and all documents, notes and other materials regarding such information. Sections 1, 4, 5, 6, 7, 8, 9, 10, 11, 12, 13 and 14. shall survive any termination of this Agreement.

3. Sandbox Access

a. Sandbox Access. During the term of this Agreement, while You have a valid Access Account, You may have access to the Sandbox for specific APIs. If you have access to the Sandbox, you may use the Sandbox to develop and prototype Developer Applications using anonymized, mock data only.

b. Use of Sandbox. DFS authorizes You to access and use the Sandbox during the Term for the sole purpose of developing and testing Developer Applications. The Sandbox is provided on an “AS IS” basis, and DFS makes no promises about the uptime or availability of the Sandbox. You will not submit any production API calls with the Sandbox and will only use anonymized, non-live data with the Sandbox. DFS may in its discretion close Developer Sandbox accounts at any time.

c. Storage of Test Data. You agree that: (i) You are responsible for Your use of the Sandbox and Your use and handling of all Test Data, whether provided by DFS or submitted by You as well as any data generated or derived from that data; (ii) DFS has no obligation to maintain such Test Data on its servers and reserves the right to delete from its systems all such data on regular intervals without notice; (iii) load testing or performance testing in the Sandbox environment is not permitted; and (iv) DFS has no obligation to monitor or validate any information submitted or uploaded by You on or through your Access Account

4. Development; Integration; Approval.

a. Development Responsibility. Programming, development, and maintenance of Developer Applications are Your sole responsibility. You shall develop and maintain the Developer Applications in accordance with all requirements set forth in this Agreement and/or in the DFS Materials. You will fully test each Developer Application and its integration with the DFS Materials prior to any use, promotion, marketing, or publication of such Developer Application. You are solely responsible for all costs, including but not limited to, costs related to development, integration, approval, certification, and support for Developer Applications, including any modifications required to meet DFS requirements.

b. Access by DFS; Cooperation. You will promptly provide (at any time before or after approval per Section 4.c.) DFS with access to the Developer Applications and any other information that DFS may request at any time regarding, development, use and operation of the Developer Applications, so that DFS may verify compliance with this Agreement and DFS’s other requirements. Without limiting the foregoing, DFS may conduct testing of any Developer Application at any time. You will cooperate with DFS as reasonably necessary for DFS or its authorized designee to test any Developer Application’s interaction with the DFS Materials and DFS Platforms.

c. Approval. Prior to any production use (i.e., any use other than Sandbox prototyping with Test Data), promotion, marketing, or publication of any Developer Application, You will apply for DFS’s approval of Developer Application. DFS will review and may test Developer application based on any information provided under section 4.b. and, upon request by DFS, any additional information provided by You. Approval of each Developer Application, if any, will include approval of all uses of the DFS Marks and approval of the interaction of Developer Application with DFS Materials and DFS Platforms. Approval may be given or withheld by DFS in its sole discretion. If, after approval by DFS, You make any changes to Developer Application that could affect interaction of Developer Application with the DFS Materials or DFS Platform, You must again apply for DFS’s approval in accordance with this Section. You shall not make any calls to the DFS API or access any DFS Platform in a manner that is not approved by DFS. DFS’s approval does not constitute any endorsement by DFS or any of its Affiliates, nor does it result in any representations, warranties, or commitments by DFS or any of its Affiliates, and You will make no representations or warranties regarding DFS approval. You may not make any public statements that the Developer Applications are affiliated with or sponsored, "certifie" or otherwise endorsed by DFS or any of its Affiliates, unless expressly permitted by DFS in writing prior make such statements.

d. Live Access. DFS may, in its sole discretion, grant live, production access to the DFS API and DFS Platforms on a per-Application basis. If a Developer Application is approved and has received (and maintains) DFS approval under Section 4.c. and the Developer and Developer Application otherwise remain in compliance with this Agreement, DFS may grant live, production access to the DFS API and DFS Platforms.

5. Licenses to You

a. Dev Center and DFS Documentation. Subject to the terms and conditions of this Agreement, DFS hereby grants You a nonexclusive, worldwide, nontransferable license (without the right to sublicense) during the Term to access and use the Dev Center and the DFS Documentation solely for Your internal purposes to develop, test, use, maintain, and distribute Developer Applications in order to provide services enabled by the DFS APIs.

b. DFS APIs and DFS SDK. Subject to the terms and conditions of this Agreement, DFS hereby grants You a nonexclusive, worldwide, nontransferable license (without the right to sublicense) during the Term to use the DFS APIs and DFS SDKs solely to:

i. develop, test, use, maintain, and distribute Developer Applications in order to provide services enabled by the DFS APIs; and

ii. if You have a valid Access Account, to use Developer Program in accordance with the DFS Documentation solely in order to interact with the DFS Platforms as enabled by DFS via the DFS APIs.

c. Use Restrictions. You will not, and will not cause or permit any third party to:

i. use the Dev Center or DFS Materials in any manner
1. not expressly authorized by this Agreement or
2. inconsistent with this Agreement;

ii. disassemble, decompile, decrypt, extract, reverse engineer or modify any DFS Materials, or otherwise attempt to derive the source code of any software provided in or with the DFS Materials or any algorithm, process or procedure contained within the DFS Materials;

iii. rent, lease, assign, sublicense, transfer, distribute, allow access to, or time share the Dev Center, DFS Materials, or any DFS Platform;

iv. circumvent, attempt to circumvent, or probe any applicable authentication or security measures of the DFS Materials, Dev Center, or any DFS Platform or other system, network, or service of DFS or its Affiliate;

v. effect, or attempt to effect, any security breach or disruption of the DFS Materials, Dev Center, or any DFS Platform or other systems, network, or service of DFS or its Affiliate (for purposes of this Section, “disruption” includes, but is not limited to, port scans, ping floods, packet spoofing, forged routing information, deliberate attempts to overload a service, and attempts to “crash” a host);

vi. access or attempt to access portions of any DFS Platform or other system, network, or service of DFS or its Affiliate not specifically authorized by DFS for Developer’s use under this Agreement;

vii. conduct any scan, penetration, or other testing on any DFS Platform or other system, network, or service of DFS or its Affiliate;

viii. submit to the DFS API or any production DFS Platform any transaction that is not a legitimate, bona fide transaction of the type described in the DFS Documentation or this Agreement (including the Dev Center Rules and Additional Terms) for the DFS API;

ix. damage, disrupt, or impede the operation of any DFS or DFS Platform;

x. modify, or obscure any copyright or other proprietary notices within the DFS Materials;

xi. engage in any activity that restricts, inhibits, or interferes with any other developer’s use of the Dev Center or any DFS Materials or DFS Platform;

xii. use any robot, spider, site search/retrieval application or other device to retrieve or index any portion of the DFS Materials, Dev Center, or DFS Platform or collect information about other developers;

xiii. use any automated means to create any user accounts (including Sandbox accounts) unless written authorization is provided by DFS; or

xiv. engage in any fraudulent or illegal activity of any kind or use the Dev Center, DFS Materials, or an DFS Platform for any unlawful, threatening, harassing, obscene or infringing purpose.

d. No Competitive or Disparaging Use. You will not use the Dev Center or any of the DFS Materials

i. to compete with DFS or any of its Affiliates,

ii. for the benefit of any competitor of DFS or any of its Affiliates, including any issuer of payment or credit or debit cards, payment processor, electronic payment provider, or telecommunication provider, or

iii. in any manner that would offer, advertise, or promote any products or services that may damage, disparage, or be detrimental to DFS or its Affiliates or their respective licensees, suppliers, or business partners.

e. No Support. DFS has no obligation to provide support, maintenance, updates, upgrades, modifications or new releases of any Materials (“Updates”). If DFS does elect, in its sole discretion, to provide any Updates, the terms of this Agreement will govern such Updates, unless accompanied by a separate license, in which case the terms of that license will govern

6. Ownership and Licenses to DFS.

a. DFS Documentation No right, title, or interest in or to any intellectual property rights in any DFS Materials or the Dev Center is transferred to You except for the limited licenses expressly set forth herein. DFS and its licensors reserve all rights in the DFS Materials and the Dev Center not expressly granted under this Agreement.

b. Improvements to DFS APIs. DFS shall own all right, title, and interest in and to any modifications, derivatives, improvements, enhancements, or extensions of or to any of the DFS APIs, DFS SDK or DFS Documentation, including any related intellectual property rights therein ("Improvements"), regardless of which Party created such Improvements. You hereby irrevocably assign to DFS the rights, title, and interest in and to such Improvements. You agree to execute such documents, render such assistance, and take such other action as DFS may reasonably request, at DFS’ expense, to apply for, register, perfect and protect DFS’s rights in the Improvements. You waive any and all moral rights, including any right to identification of authorship or limitation on subsequent modification that You or your employees or contractors may have in any Improvements.

c. Developer Applications. Subject to DFS’s rights in the DFS APIs, DFS SDK, DFS Documentation, and Improvements, You will retain all right, title and interest in and to Developer Applications.

d. License to DFS. You grant DFS a non-exclusive, non-transferable license during the Term of this Agreement to:

i. use Developer Applications and review the code in Developer Applications for testing and other related purposes to ensure that it complies with this Agreement, and

ii. to use Your Trademarks to publicize Your usage of a Developer Program, the Materials and the Developer Application (including without limitation through press releases, public announcements, on the DFS web site or through other electronic communications or other channels); provided, however, that DFS shall not have any obligation to publicize Your usage of a Developer Program, the Materials or the Developer Application.

e. Infringement Claims. During and after the Term, You, on behalf of yourself and your Affiliates, hereby agree not to assert, authorize, assist, or encourage any third party to assert, against DFS or any DFS Affiliates, customers, vendors, business partners or licensors associated with the Developer Program or DFS Materials, any patent infringement or any intellectual property claim regarding the Developer Program or DFS Materials or any portion, functionality or other characteristics thereof.

f. Feedback. In the event You provide any ideas, suggestions, guidance, or other information or materials related to the Dev Center, DFS Platform, or DFS Materials, any rights relating to any of the foregoing and any IP rights related to the foregoing shall be collectively deemed “Feedback.” All Feedback you provide will be treated as non-confidential and non-proprietary by DFS and its Affiliates who may use the Feedback for any purpose whatsoever without restriction and without any obligation, compensation or other liability to You. Except as otherwise provided in Section 6(c), You agree to grant and hereby grant DFS a nonexclusive, perpetual, irrevocable, royalty free, fully paid up, worldwide license (with the right to grant and authorize sublicenses) to make, have made, use, import, offer for sale, sell, reproduce, distribute, modify, adapt, prepare derivative works of, display, perform and otherwise exploit such Feedback without restriction.

7. Compliance with Law and Application Requirements

a. Compliance with laws. You agree to comply, at Your own expense, with all local, state, regional, national, foreign, international or other laws, policies, guidelines, standards, regulations, ordinances, rules, orders and judgments applicable to You, Your business, the Access Account, the Materials or the Applications developed hereunder, including, without limitation, the privacy requirements of the Gramm Leach Bliley Act (the "GLBA"), all regulations implementing the GLBA and all applicable Trade Restrictions (all of the foregoing, collectively, "Laws"). You shall not use the Access Account or any Materials in any manner, or in furtherance of any activity, that may cause DFS to be in breach of applicable Laws or subject to investigation, prosecution, or legal action.

b. Any Developer Application developed using any of the APIs or other Materials must comply with the following criteria and requirements:

i. For Developer Applications that use location-based APIs or that collect, transmit, maintain, process, share, disclose or otherwise use an end user’s personal information, You and the Developer Application must comply with all applicable privacy and data collection Laws with respect to any collection, storage, transmission, maintenance, processing or use of the user's location data or Personal Information by the Developer Application. You must also obtain consent from an end user before his or her location data or personal information is collected, transmitted or otherwise used by the Developer Application.

ii. Developer Applications may not be designed or marketed for the purpose of harassing, abusing, stalking, threatening or otherwise violating the legal rights (such as the rights of privacy and publicity) of others.

iii. Developer Applications may not use any robot, spider, site search or other retrieval application or device to scrape, retrieve or index services provided by DFS or its licensors, or to collect information about users for any unauthorized purpose.

iv. Unless explicitly permitted from DFS or by applicable law, You will not or permit any third party to do the following with content          returned from the APIs:
   A. Scrape, build databases, or otherwise create permanent copies of such content, or keep cached copies longer than permitted by          the cache header;
   B. Copy, translate, modify, create a derivative work of, sell, lease, lend, convey, distribute, publicly display, or sublicense to any third          party;
   C. Remove, obscure, or alter any copyright, trademark, or other proprietary rights notices; or falsify or delete any author attributions,       legal notices, or other labels of the origin or source of material.

v. You must either own all content used in Your Developer Application, or have permission from the content owner to use it in Your Developer Application and by using such content in Your Developer Application You are representing and warranting to DFS that you own such content and have all such permission to use the content.

8. Privacy and Security.

Security. You are solely responsible for the security of data residing on server(s) or other systems owned, operated, or collected by You, or a third party designated by You (e.g., a web hosting company, processor, or other service provider). You agree that You will comply with all applicable DFS security protocols and security advisories in effect during the term of this Agreement. You acknowledge that DFS shall not be liable for any improperly processed or unauthorized transactions or illegal or fraudulent access to Your Access Account. You shall comply and require all third parties with which You have relationships to comply with all applicable Laws governing the security, collection, retention and use of financial information, including, but not limited to, card payment account and transaction data, and all other personally identifiable customer information, including the Payment Card Industry Data Security Standards ("PCI DSS"), as applicable.

Developer Privacy. In addition to the applicable provisions of this Agreement, all data about You will be collected, used, and transferred in accordance with the posted privacy notice set forth at https://www.discovernetwork.com/en-intl/privacy-policy.

Virus Protection. All data, software, and materials, including any Developer Application and documents, that You provide to DFS or uses or distributes in connection with the Dev Center must be checked using Internet industry standard, up-to-date antivirus and anti-worm software and confirmed by You to be free of viruses, worms, harmful scripts and other malicious code prior to providing such materials to DFS. You will not transmit any virus, worm, Trojan horse, or other malicious, destructive, or disabling code.

9. Intellectual Property

Ownership. As between DFS and You, DFS owns, and shall retain, all right, title and interest in and to the DFS Services, Developer Program, Access Account, DFS Materials, DFS Platform, and DFS Trademarks, any derivatives of the foregoing, and all Intellectual Property Rights therein or associated therewith (collectively, “DFS IP”). No title to or ownership of any DFS IP is granted or otherwise transferred to You or any other entity or person under this Agreement. You hereby assign and shall assign to DFS any right, title or interest that You may obtain in DFS IP. You agree to execute such documents, render such assistance, and take such other action as DFS may reasonably request, at DFS’ expense, to apply for, register, perfect and protect DFS’s rights in the Improvements.

Use of Trademarks. Nothing in this Agreement grants You any rights to use any DFS Trademarks. If You make reference to any products, services or technology of DFS, You shall strictly comply with all standards and guidelines with respect to DFS’ Trademarks. If approval is provided to use our Trademarks, these standards and guidelines will be furnished or made available to You All uses of any DFS Trademarks shall inure to the benefit of DFS.

Trademark Restrictions. You shall not: (a) use DFS Trademarks except as expressly authorized in this Agreement; (b) take any actions inconsistent with DFS’s ownership of DFS Trademarks and any associated registrations (including by using, registering or attempting to register any DFS Trademarks or trademarks or domain names that are confusingly similar to any of the DFS Trademarks), or attack the validity of DFS Trademarks or its ownership thereof, or any of the terms of this Agreement; (c) use or create a combination mark consisting of one or more of DFS Trademarks; (d) use DFS Trademarks in any manner that would indicate You are using such Trademarks other than as a licensee of DFS; or (e) assist any third party do any of the same.

10. Confidential Information

a. You agree to hold all Confidential Information in strict confidence, not to disclose, distribute or disseminate the Confidential Information or information derived therefrom in any way to any third party and not to use the Confidential Information for Your own benefit or the benefit of others, or for any purpose except in connection with Your exercise of Your rights and Your performance of Your obligations under this Agreement. To the extent that any other party will have access to Confidential Information, You agree that each such party (a) is reasonably required to have such access to effect the purpose of this Agreement, and (b) has written and binding agreements with You to protect the unauthorized use and disclosure of Confidential Information consistent with the terms and conditions hereof. You agree to insure the protection of all Confidential Information from unauthorized disclosure and in any event, to take precautions at least as great as those taken to protect Your own information of a similar nature. You agree that the existence and terms and conditions of this Agreement will be Confidential Information. Upon DFS request, You will return or destroy (and certify such destruction to DFS’s reasonable satisfaction) all materials, in any medium, that contain, embody, reflect or reference all or any part of any Confidential Information. You acknowledge that breach of this Section 10(a) may result in irreparable harm to DFS, for which money damages may be an insufficient remedy, and therefore DFS will be entitled to seek injunctive relief to enforce the provisions of this section without requirement of posting a bond or providing special evidence.

b. For the avoidance of doubt, You may not use or disclose any DFS Materials or Confidential Information for any patents or patent applications. Without limiting any other rights or remedies of DFS, if You or any of your employees, agents or contractors use or disclose any DFS Materials or Confidential Information for any patents or patent applications or file or prosecute any patents or patent applications for inventions based on any DFS Materials or DFS Confidential Information, DFS and its Affiliates shall have and are hereby granted a fully paid-up, royalty-free, worldwide, perpetual, irrevocable license to exercise all rights under such patents and patent applications, including the right to grant and authorize sublicenses.

c. DFS works with many application and software developers and some of their products may be similar to or compete with the Developer Applications. DFS may also be developing its own similar or competing applications and products or may decide to do so in the future. DFS does not agree, and expressly disclaims, any confidentiality obligations or use restrictions, express or implied, with respect to any information that You may provide in connection with this Agreement, including information about Developer Application ("Licensee Disclosures") or for any Feedback you may provide under Section 6. You agree that any such Licensee Disclosures will be non-confidential. DFS will be free to use and disclose any Licensee Disclosures on an unrestricted basis without notifying or compensating You. You release DFS from all liability and obligations that may arise from the receipt, review, use, or disclosure of any portion of any Licensee Disclosures. Any physical materials You submit to DFS will become DFS property and DFS will have no obligation to return those materials to You or to certify their destruction.

11. Disclaimer of Warranty and Limitation of Liability.

The information, products and services on the Discover Developers Portal (this “Web site”) are provided on an “AS IS,” and “AS AVAILABLE” basis. DFS does not warrant the information or services provided herein or your use of this Web site generally, either expressly or impliedly, for any particular purpose and expressly disclaims any implied warranties, including but not limited to, warranties of title, non-infringement, merchantability or fitness for a particular purpose. DFS will not be responsible for any loss or damage that could result from interception by third parties of any information or services made available to you via this Web site. Although the information provided to you on this Web site is obtained or compiled from sources we believe to be reliable, DFS cannot and does not guarantee the accuracy, validity, timeliness or completeness of any information or data made available to you for any particular purpose. Neither DFS, nor any of its affiliates, directors, officers or employees, nor any third party vendor, will be liable or have any responsibility of any kind for any loss or damage that you incur in the event of any failure or interruption of this Web site, or resulting from the act or omission of any other party involved in making this Web site, the data contained herein or the products or services offered on this Web site available to you, or from any other cause relating to your access to, inability to access, or use of the Web site or these materials, whether or not the circumstances giving rise to such cause may have been within the control of DFS or of any vendor providing software or services. In no event will DFS or any such parties be liable to you, whether in contract or tort, for any direct, special, indirect, consequential or incidental damages or any other damages of any kind even if DFS or any other such party has been advised of the possibility thereof. This limitation on liability includes, but is not limited to, the transmission of any viruses which may infect a user's equipment, failure of mechanical or electronic equipment or communication lines, telephone or other interconnect problems (e.g., you cannot access your internet service provider), unauthorized access, theft, operator errors, strikes or other labor problems or any force majeure. DFS cannot and does not guarantee continuous, uninterrupted or secure access to the Web site.

12. Indemnification.

You agree to indemnify, and hold harmless DFS and each of its Affiliates, and any of their officers, directors, agents and employees, from and against any and all claims, actions, proceedings, and suits and all related liabilities, damages, settlements, penalties, fines, costs or expenses (including reasonable attorneys’ fees and other litigation expenses) arising out of or relating to: (a) Your violation of these Terms of Use, (b) Your use of the Dev Center or any DFS Materials (c) any materials posted or otherwise provided by You, (d) any infringement or alleged infringement of a patent, copyright, trademark or other Intellectual Property Right relating to this Agreement, or (e) any alleged or actual violation by You of any applicable Laws. DFS reserves the right, at your expense, to assume the exclusive defense and control of any matter for which you are required to indemnify, and You agree to cooperate with DFS’s defense of these claims. You may not settle any matter without the prior written consent of DFS. You must give DFS prompt written notice of any claim brought by any third party arising out of or relating to (a)-(e). DFS provides no indemnification to You, including for any third party claim of Intellectual Property infringement.

13. General Provisions

a. Publicity. You shall not issue any press release or general marketing communication or make any other public statements concerning this Agreement, its terms and conditions, or the relationship of the parties without the express prior written consent of DFS, which may be withheld at DFS's sole discretion.

b. DFS Affiliates. The rights, duties and/or obligations of DFS under this Agreement may be exercised and/or performed by DFS and/or any of DFS’ Affiliates, or any of their subcontractor and/or agents. All liabilities arising under or as a consequence of this Agreement, whether arising from the acts or omissions of DFS or any of DFS’ Affiliates, or any of their subcontractors and/or agents, shall be solely by DFS and/or any of DFS Affiliates. You agree to bring any claim and/or action relating to the foregoing against DFS only, and not against any of DFS’ Affiliates, or any of their subcontractors and/or agents.

c. Compliance with Trade Restrictions. You will comply with all applicable export and import control laws and regulations regarding the Dev Center, DFS Materials, and DFS Platforms and will not export or re-export the DFS Materials without the required United States and foreign government licenses.

d. Non-exclusivity. Each party acknowledges and agrees that the rights granted to the other party in this Agreement are non-exclusive, and that, without limiting the generality of the foregoing, nothing in this Agreement shall be deemed or construed to prohibit either party from participating in similar business arrangements as those described herein.

e. Relationship of the Parties. The parties (DFS and You) are independent contractors and nothing in this Agreement shall make them joint ventures, partners, employees, agents or other representatives of the other party. Neither party shall make any representation that suggests otherwise without express written consent from the other party.

f. Notices.Notice to You. You agree that all notices to You may be given electronically, sent to the electronic mail address provided by or for You during the registration of Your Access Account and/or posted within a Developer Program.
Notice to DFS. You agree that all notices to DFS shall be sent by electronic email or certified or registered mail, return receipt requested, to the following address:
DFS Services LLC, 2500 Lake Cook Road, Riverwoods, IL 60015.
Attention Occupant RW 2 03AA AG03 (A15)
or via email to DevCenterSupport@discover.com

g. Amendment; Modifications.DFS reserves the right to modify the terms of this Agreement and any Terms of Use at any time. You can always find the most recent version of this Agreement and Terms of Use at https://developer.discover.com/terms-of-use. DFS may change this Agreement by posting a new version at such URL, so please continue to review this Agreement from time to time. The most recent modification date will be noted by the “Effective Date” above. To the fullest extent permitted under applicable Law, Your continued use of a Developer Program after any such modification constitutes Your acceptance of the Agreement as modified. If You do not agree to any modification of this Agreement, You must immediately stop accessing and using Your Access Account and any Materials and DFS Services.

h. Governing Law; Jurisdiction. These Terms of Use shall be governed by and construed in accordance with the laws of the state of Illinois, without regard to conflicts of laws provisions. Sole and exclusive jurisdiction for any action or proceeding arising out of or related to these Terms of Use shall be in an appropriate state or federal court located in the County of Lake, State of Illinois and the parties unconditionally waive their respective rights to a jury trial. Any cause of action you may have with respect to your use of this Web site must be commenced within one (1) year after the claim or cause of action arises. If for any reason a court of competent jurisdiction finds any provision of these Terms of Use, or a portion thereof, to be unenforceable, that provision shall be enforced to the maximum extent permissible so as to affect the intent of these Terms of Use, and the remainder of these Terms of Use shall continue in full force and effect.

i. Waiver. The failure of any party to insist on or enforce strict performance of any provision of this Agreement or to exercise any right or remedy under this Agreement or applicable Law will not be construed as a waiver or relinquishment to any extent of the right to assert or rely upon any such provision, right or remedy in that or any other instance; rather, the same will be and remain in full force and effect. Waiver by either party of a breach of any provision contained herein must be in writing, and no such waiver will be construed as a waiver of any other and/or succeeding breach of such provision or a waiver of the provision itself.

j. Assignment. You may not assign any of Your rights or delegate the performance of any of Your obligations under this Agreement without the prior written consent of DFS. Any purported assignment in violation of hereof shall be null and void. DFS reserves the right to assign this Agreement or any right or obligation under this Agreement to an affiliate without consent.

k. Entire Agreement. This Agreement (including any additional Terms of Use for an applicable Developer Program), together with all of DFS policies referenced herein, sets forth the entire understanding and agreement of the parties, and supersedes any and all prior or contemporaneous oral or written agreements or understandings between the parties, as to the subject matter of this Agreement.

14. Additional Definitions

"Affiliates" means, for purposes of this Agreement, any entity that is controlled by, or is under common control with DFS including parents and subsidiaries.

"Access Account" means the account by which You gain access to a Developer Program subject to the terms and conditions of this Agreement.

"API" means, for purposes of this Agreement, the application interface that formats, encrypts, and decrypts messages transferred between Your systems and DFS systems as specified in the applicable Documentation and which may be provided to You as part of a Developer Program as software in object code format or as sample code or code snippets. You may only use APIs that are specifically exposed as part of the Developer Program for interfacing to the respective DFS Services.

"Developer Application" means software programs that You develop to interoperate with the respective DFS Services using the APIs in accordance with the applicable Documentation for the Development Program.

"Developer Program" means a program offered by DFS or its Affiliates for developers to develop and test certain products or services for use with specified DFS Services.

"DFS Documentation" means any and all manuals, user guides, specifications, technical documentation, web pages, content, data, and information or other documentation provided by DFS through the Dev Center, as each of the foregoing may be modified from time to time by DFS, but excluding the DFS APIs and DFS SDKs.

"DFS Materials" means all documentation, materials, platforms, software and tools, including API(s), DFS Documentation, SDK(s), and Test Data, made available to You via a Developer Program.

"DFS Platform" means a system, network, or service of DFS or any DFS Affiliate, for which DFS makes available access to You or to any Developer Application. For each Developer Application, the applicable DFS Platform is the DFS Platform designated by DFS for access by that Developer Application.

"DFS Services" means all services provided by or on behalf of DFS or its Affiliates.

"DFS Trademarks" means all Trademarks owned or licensed to DFS or its Affiliates.

"Intellectual Property Rights" or "IPR" means patents, copyrights, trade secrets, design rights, data rights, mask work rights, moral rights, Trademarks and any other intellectual property rights anywhere in the world, and registrations and applications for any of the foregoing.

"Personal Information" means information which can be used to identify an individual.

"Restricted Country" means countries with which dealings by DFS are restricted or prohibited under US Trade Restrictions in force from time to time and which currently are: Crimea, Cuba, Iran, North Korea, Sudan and Syria.

"Restricted Person" means any person who is, or is owned or controlled by, or acting on behalf of any of the following: (a) a person identified on the US Department of the Treasury's Office of Foreign Assets Control's List of Specially Designated Nationals and Blocked Persons, the US Department of Commerce's Denied Parties List, Entity List or Unverified List in effect from time to time (all available at: http://www.bis.doc.gov/complianceandenforcement/liststocheck.htm); (b) the government of a Restricted Country; or (c) a person located in, organized under the laws of, or ordinarily resident in a Restricted Country.

"SDK" means a software development kit made available to You by or on behalf of DFS pursuant to this Agreement for a particular Developer Program, including any upgrades, modified versions, updates, and/or additions thereto, if any, that may be provided or made available by DFS to You under this Agreement. The SDK specifies the APIs to be used for the respective DFS Service and may include DFS Documentation, sample code, code snippets, Test Data and tools to assist in implementing and testing interoperability with the respective DFS Service.

"Terms of Use" means all applicable obligations, requirements, policies, guidelines, rules of conduct, terms and conditions of use (including those set forth in this Agreement) for any Developer Program, which may be modified by DFS in its sole discretion from time to time.

"Test Data" means any data made available by DFS or utilized (or submitted) by You for testing, simulating use of, or developing Applications, including any data generated or derived from that data, under this Agreement.

"Trade Restrictions" means export controls, trade and financial sanctions, anti-terrorism, non-proliferation, and similar restrictions in force from time to time pursuant to laws, rules and regulations of the United States and other applicable jurisdictions to which the parties are subject, including but not limited to the US Export Administration Regulations, 15 C.F.R. Parts 730 et seq. ("EAR") administered by the US Department of Commerce, Bureau of Industry and Security ("BIS") and the regulations administered by the US Department of the Treasury, Office of Foreign Assets Control ("OFAC").

"Trademark(s)" means all trademarks, service marks, logos, trade dress, trade names, and service names, all registrations and applications for any of the foregoing, all goodwill associated with any of the foregoing, and all similar or related rights anywhere in the world.