These Developer Terms of Service (“Terms") are a binding agreement between you (“Developer” or “you”) or the entity you represent and Jack Henry & Associates, Inc. (“Jack Henry,” “we,” or “us”) governing your use of Jack Henry’s APIs, other developer services, associated software, demo environment, and related documentation (collectively, “Developer Tools”). By using the Developer Tools, you agree to be bound by these Terms, our Privacy Policy and all other terms, policies, and guidelines applicable to your use. If you use the Developer Tools as an interface to, or in conjunction with, other Jack Henry services, then the terms for those other services also apply. If you are using the Developer Tools on behalf of an entity, you represent and warrant that you have authority to bind that entity to these Terms and by accepting these Terms, you are doing so on behalf of that entity (and all references to “you” in these Terms refer to that entity).

You may not use the Developer Tools and may not accept these Terms if you are a person barred from using or receiving the Developer Tools under the applicable laws of the United States or other countries including the country in which you are resident or from which you use the Developer Tools.

1. Use of Jack Henry Developer Tools
   1. Registration

      To access the Developer Tools, you may be required to provide certain information as part of the registration process or as part of your continued use of the Developer Tools. Any registration information you give to Jack Henry must be accurate and up to date, and you will inform us of any updates within a reasonable time.

   2. Compliance

      You will use the Developer tools and operate your websites and applications which access the Developer Tools (“Your Applications”) only as permitted by applicable law, regulation, and third-party rights. You will require your end users to comply with all applicable law, regulation, and third-party rights. You will not use the Developer Tools to encourage or promote illegal activity or violation of third-party rights. You will not violate any other terms of service with Jack Henry.

   3. Permitted Access

      You will only access (or attempt to access) an API by the means described in the documentation of that API. If Jack Henry assigns you developer credentials, you must use them with the applicable Developer Tools. You will not misrepresent or mask either your identity or Your Application's identity when using the Developer Tools or developer accounts.

   4. Limitations

      Your use of the Developer Tools is subject to certain limitations on access, calls and use as set forth in these Terms and other documentation. Jack Henry sets and enforces such limitations in our sole discretion. If Jack Henry believes you have attempted to exceed or circumvent these limitations, your ability to use the Developer Tools may be temporarily or permanently blocked. If you would like to use any Developer Tool beyond these limits, you must obtain Jack Henry's express written consent. Jack Henry may decline such request or condition acceptance on your agreement to additional terms and/or charges for that use.

   5. Open Source Software

      Some of the software required by or included in our Developer Tools may be offered under an open source license. Open source software licenses constitute separate written agreements. For certain Developer Tools, open source software is listed in the documentation. To the limited extent the open source software license expressly supersedes the Terms, the open source license instead sets forth your agreement with Jack Henry for the applicable open source software.

   6. Feedback

      If you provide feedback or suggestions about our Developer Tools, then we (and those we allow) may use such information without obligation to you. By submitting feedback and suggestions, you grant a non-exclusive, perpetual, irrevocable, and royalty-free license to any intellectual property rights you may have in your feedback and suggestions to Jack Henry to use to improve any Jack Henry products or services. You acknowledge that submission of feedback and suggestions is voluntary and Jack Henry may consider or is developing technology that is the same or similar to your feedback or suggestions.

   7. Non-Exclusivity

      The Terms are non-exclusive. You acknowledge that Jack Henry may develop products or services that may compete with your websites and applications (“Your Applications”) or any other products or services.

   8. Updates

      Jack Henry may update the Developer Tools at any time and may discontinue support for previous versions of the Developer Tools at Jack Henry’s sole discretion. Jack Henry will make reasonable efforts to notify you when a version of the Developer Tools will no longer be supported.

2. Your Applications
   1. Your Applications and Monitoring

      You agree to monitor the use of the Your Applications for any activity that violates applicable laws, rules, and regulations or any terms and conditions of this Agreement, including any fraudulent, inappropriate, or potentially harmful behavior, and promptly restrict any offending users of Your Applications from further use of Your Applications. You agree to provide a resource for users of Your Applications to report abuse of Your Applications. As between you and us, you are responsible for all acts and omissions of your end users in connection with Your Application and their use of the Developer Tool, if any. You agree that you are solely responsible for posting any privacy notices and obtaining any consents from your end users required under applicable laws, rules, and regulations for their use of Your Applications.

      YOU AGREE THAT JACK HENRY MAY MONITOR USE OF THE DEVELOPER TOOLS TO ENSURE QUALITY, IMPROVE JACK HENRY PRODUCTS AND SERVICES, AND VERIFY YOUR COMPLIANCE WITH THE TERMS. This monitoring may include Jack Henry accessing and using Your Application, for example to identify security issues that could affect Jack Henry or its users. You will not interfere with this monitoring. Jack Henry may use any technical means to overcome such interference. Jack Henry may suspend access to the Developer Tools by you or Your Application without notice if we reasonably believe that you are in violation of the Terms.

   2. Ownership

      Jack Henry does not acquire ownership in Your Applications, and by using our Developer Tools, you do not acquire ownership of any rights in our Developer Tools or the content that is accessed through our Developer Tools.

   3. User Privacy and Security

      You are solely responsible for the security of data in Your Applications. You will use commercially reasonable efforts to protect user information collected by Your Applications from unauthorized access or use and will promptly report to your users any unauthorized access or use of such information to the extent required by applicable law.

      You will comply with all applicable privacy laws and regulations including those applying to personal data.

      You will provide and adhere to a privacy policy for Your Application that clearly and accurately describes to users of Your Application what user information you collect and how you use and share such information (including for advertising) with Jack Henry and third parties.

3. Prohibitions and Confidentiality
   1. Developer Tool Prohibitions

      When using the Developer Tools, you will not, or nor will you permit another party, to:

      1. Sublicense a Developer Tool for use by a third party. Consequently, you will not create a service that functions substantially the same as the Developer Tools or any Jack Henry service.
      2. Sell, rent, lease, sublicense, redistribute or syndicate access to the Developer Tools.
      3. Perform an action with the intent of introducing to Jack Henry products and services any viruses, worms, defects, Trojan horses, malware, or any items of a destructive nature.
      4. Defame, abuse, harass, stalk, or threaten others.
      5. Interfere with or disrupt the Developer Tools, the servers or networks providing the Developer Tools, or any Jack Henry products or services.
      6. Reverse engineer or attempt to extract the source code from any API or any related software, except to the extent that this restriction is expressly prohibited by applicable law.
      7. Remove, obscure, or alter any Jack Henry terms of service or any links to or notices of those terms.

      Unless otherwise specified in writing by Jack Henry, Jack Henry does not intend use of the Developer Tools to create obligations under the Health Insurance Portability and Accountability Act, as amended ("HIPAA"), and makes no representations that the Developer Tools satisfy HIPAA requirements. If you are (or become) a "covered entity" or "business associate" as defined in HIPAA, you will not use the Developer Tools for any purpose or in any manner involving transmitting protected health information to Jack Henry unless you have received prior written consent to such use from Jack Henry.

   2. Confidentiality

      Developer credentials are intended to be used by you and identify your Your Application. You will keep your credentials confidential and make reasonable efforts to prevent and discourage other Your Applications from using your credentials. Developer credentials may not be embedded in open source projects.

      Our communications to you and our Developer Tools may contain Jack Henry confidential information. Jack Henry confidential information includes any materials, communications, and information that are marked confidential or that would normally be considered confidential under the circumstances. If you receive any such information, then you will not disclose it to any third party without Jack Henry's prior written consent. Jack Henry confidential information does not include information that you independently developed, that was rightfully given to you by a third party without confidentiality obligation, or that becomes public through no fault of your own. You may disclose Jack Henry confidential information when compelled to do so by law if you provide us reasonable prior notice, unless a court orders that we not receive notice.

4. Content
   1. Content Accessible Through our Developer Tools

      Our Developer Tools may contain some third party content (such as text, images, videos, audio, or software). Any such content is the sole responsibility of the person that makes it available. We may sometimes review content to determine whether it is illegal or violates our policies or the Terms, and we may remove or refuse to display content. Finally, content accessible through our Developer Tools may be subject to intellectual property rights, and, if so, you may not use it unless you are licensed to do so by the owner of that content or are otherwise permitted by law. Your access to the content provided by the API may be restricted, limited, or filtered in accordance with applicable law, regulation, and policy.

   2. Submission of Content

      Certain Developer Tools may allow for the submission of content, and except as expressly provided in these terms, Jack Henry does not acquire any ownership of any intellectual property rights in the content that you submit using our Developer Tools. By submitting, posting or displaying content to or from the Developer Tools through Your Application, you give Jack Henry a perpetual, irrevocable, worldwide, sublicensable, royalty-free, and non-exclusive license to use, host, store, modify, communicate, and publish such content. You represent that, before you submit content via the Developer Tools and Your Application, you will have the necessary rights (including the necessary rights from your end users) to grant us the license.

   3. Retrieval of Content

      When an end user's non-public content is obtained through the Developer Tools, you may not expose that content to other end users or to third parties without explicit opt-in consent from that end user.

   4. Prohibitions on Content

      Unless expressly permitted by the content owner or by applicable law, you will not, nor will you permit another party to, do the following with content returned from the Developer Tools:

      1. Scrape, access, download, build databases, or otherwise create permanent copies of such content, or keep cached copies longer than permitted by the cache header;
      2. Copy, translate, modify, create a derivative work of, sell, lease, lend, sublicense, distribute, or publicly display any such content;
      3. Misrepresent the source or ownership; or
      4. 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.
5. Publicity

   “Marks” is defined as the trade names, trademarks, service marks, logos, domain names, and other distinctive brand features of each party. Except where expressly stated, these Terms do not grant either party any right, title, or interest in or to the other party's Marks. All use by you of Jack Henry's Marks (including any goodwill associated therewith) will inure to the benefit of Jack Henry.

   You agree to display any attribution(s) required by Jack Henry as described in the documentation for the Developer Tools. Jack Henry hereby grants to you a nontransferable, nonsublicenseable, nonexclusive license while the Terms are in effect to display Jack Henry's Marks for the purpose of promoting or advertising that you use the Developer Tools as set forth in the Jack Henry Brand Guidelines. You will not make any statement regarding your use of a Developer Tool which suggests partnership with, sponsorship by, or endorsement by Jack Henry without Jack Henry's prior written approval.

   In the course of promoting, marketing, or demonstrating the Developer Tools you are using and the associated Jack Henry services, Jack Henry may produce and distribute incidental depictions, including screenshots, video, or other content from Your Application, and may use your company or product name. You grant us all necessary rights for the such purposes.

6. Termination
   1. Termination

      You may stop using our Developer Tools at any time with or without notice. Further, if you want to terminate the Terms, you must provide Jack Henry with prior written notice and upon termination, cease your use of the applicable Developer Tools. Jack Henry reserves the right to terminate the Terms with you or discontinue the Developer Tools or any portion or feature or your access thereto for any reason and at any time without liability or other obligation to you.

   2. Your Obligations Post-Termination

      Upon any termination of the Terms or discontinuation of your access to a Developer Tool, you will immediately stop using the Developer Tool, cease all use of the Jack Henry Marks, and delete any cached or stored content that was permitted by the cache header. Jack Henry may independently communicate with any account owner whose account(s) are associated with Your Application and developer credentials to provide notice of the termination of your right to use a Developer Tool.

   3. Surviving Provisions

      When the Terms come to an end, those terms that by their nature are intended to continue indefinitely will continue to apply, including but not limited to: Sections 4b, 5, 8, 9, and 10.

7. Liability for our Developer Tools
   1. WARRANTIES

      EXCEPT AS EXPRESSLY SET OUT IN THE TERMS, JACK HENRY DOES NOT MAKE ANY SPECIFIC PROMISES ABOUT THE DEVELOPER TOOLS, INCLUDING WITHOUT LIMITATION THE SPECIFIC FUNCTIONS OF THE DEVELOPER TOOLS, OR THEIR RELIABILITY, AVAILABILITY, OR ABILITY TO MEET YOUR NEEDS. WE PROVIDE THE DEVELOPER TOOLS "AS IS".

      SOME JURISDICTIONS PROVIDE FOR CERTAIN WARRANTIES, LIKE THE IMPLIED WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT. EXCEPT AS EXPRESSLY PROVIDED FOR IN THE TERMS, TO THE EXTENT PERMITTED BY LAW, WE EXCLUDE ALL WARRANTIES, GUARANTEES, CONDITIONS, REPRESENTATIONS, AND UNDERTAKINGS.

   2. LIMITATION OF LIABILITY

      WHEN PERMITTED BY LAW, JACK HENRY WILL NOT BE RESPONSIBLE FOR LOST PROFITS, REVENUES, OR DATA; FINANCIAL LOSSES; OR INDIRECT, SPECIAL, CONSEQUENTIAL, EXEMPLARY, OR PUNITIVE DAMAGES.

      TO THE EXTENT PERMITTED BY LAW, THE TOTAL LIABILITY OF JACK HENRY FOR ANY CLAIM UNDER THE TERMS, INCLUDING FOR ANY IMPLIED WARRANTIES, IS LIMITED TO THE AMOUNT YOU PAID US TO USE THE APPLICABLE DEVELOPER TOOLS (OR, IF WE CHOOSE, TO SUPPLYING YOU THE DEVELOPER TOOLS AGAIN) DURING THE SIX MONTHS PRIOR TO THE EVENT GIVING RISE TO THE LIABILITY.

      IN ALL CASES, JACK HENRY WILL NOT BE LIABLE FOR ANY EXPENSE, LOSS, OR DAMAGE THAT IS NOT REASONABLY FORESEEABLE.

   3. Indemnification

      Unless prohibited by applicable law, if you are a business, you will defend and indemnify Jack Henry, and its affiliates, directors, officers, employees, and users, against all liabilities, damages, losses, costs, fees (including legal fees), and expenses relating to any allegation or third-party legal proceeding to the extent arising from:

      1. your misuse or your end user's misuse of the Developer Tools;
      2. your violation or your end user's violation of the Terms; or
      3. any content or data routed into or used with the Developer Tools by you, those acting on your behalf, or your end users.
8. General Provisions
   1. Modification

      We may modify the Terms or any portion of the terms at any time. You should look at the Terms regularly. We'll post notice of modifications to the Terms within the documentation of each applicable Developer Tool and/or to this website. Changes will not apply retroactively and will become effective no sooner than 30 days after they are posted. But changes addressing new functions for a Developer Tool or changes made for legal reasons will be effective immediately. If you do not agree to the modified Terms for a Developer Tool, you should discontinue your use of that Developer Tool. Your continued use of the Developer Tool constitutes your acceptance of the modified Terms.

   2. General Legal Terms

      The Terms do not create any third party beneficiary rights or any agency, partnership, or joint venture. Nothing in the Terms will limit either party's ability to seek injunctive relief. We are not liable for failure or delay in performance to the extent caused by circumstances beyond our reasonable control. If you do not comply with the Terms, and Jack Henry does not take action right away, this does not mean that Jack Henry is giving up any rights that it may have (such as taking action in the future). If it turns out that a particular term is not enforceable, this will not affect any other terms. The Terms are the entire agreement between you and Jack Henry relating to its subject and supersede any prior or contemporaneous agreements on that subject. For information about how to contact Jack Henry, please visit our contact page.

Except as set forth below: (i) the laws of the state of Missouri, excluding Missouri’s conflict of laws rules, will apply to any disputes arising out of or related to the Terms or the Developer Tools and (ii) ALL CLAIMS ARISING OUT OF OR RELATING TO THE TERMS OR THE DEVELOPER TOOLS WILL BE LITIGATED EXCLUSIVELY IN THE FEDERAL OR STATE COURTS OF JACKSON COUNTY, MISSOURI, USA, AND YOU AND JACK HENRY CONSENT TO PERSONAL JURISDICTION IN THOSE COURTS.