SYNCHRONY DEVELOPER AGREEMENT

Effective Date/Last Updated Date: July 16, 2018

PLEASE REVIEW THIS SYNCHRONY DEVELOPER AGREEMENT (this “Agreement”) CAREFULLY BEFORE REGISTERING FOR THE DEVELOPER PORTAL OR OTHERWISE ACCESSING OR USING ANY OF THE SYNCHRONY MATERIALS.  BY TAKING ANY OF THESE ACTIONS OR OTHERWISE INDICATING YOUR ASSENT TO THIS AGREEMENT, YOU WILL HAVE AGREED TO EACH TERM, CONDITION, AND DISCLAIMER IN THIS AGREEMENT AS OF THE DATE YOU HAVE FIRST TAKEN SUCH ACTION OR OTHERWISE INDICATED YOUR ASSENT (the “Effective Date”).

This Agreement is a legally binding agreement between the Developer (as defined below) and Synchrony Bank, a federal savings bank (“Synchrony”).

If you do not agree to the terms of this Agreement, you should not register for the Developer Portal or otherwise access or use any of the Materials provided through the Developer Portal, and then you must not (and you are not granted any right to) access or use any of the Materials in any manner.

  1. Definitions.  As used in this Agreement, the term “Developer” means you, the person registering for the Developer Portal and/or accessing or using the Materials.  If you are an individual working for a company, then the term “Developer” includes you and your company, and you and your company agree, jointly and severally, to be bound by this Agreement. You represent that you are fully competent, and have all authority necessary, to enter into this Agreement (including on behalf of your company, if applicable).  Other capitalized terms used in this Agreement have the meanings given in Section 16 or elsewhere in this Agreement.
  2. Accounts; Postings.
    1. Requirement for Account.  Developer must register for and maintain a current, valid Developer Portal account to obtain access credentials to access the Developer Portal, Materials and to interface with the Platforms (“Access Keys”).  Before providing any Access Keys, Synchrony may require Developer to verify its identity.  Developer will maintain up-to-date and accurate information (including a current email address and other contact information) for Developer’s Developer Portal account.
    2. Access Keys.
      1. Access Keys furnished by Synchrony remain Synchrony’s sole property. Developer shall at all times maintain the confidentiality of such Access Keys. Developer shall not disclose, assign, transfer, or otherwise make available such Access Keys to any third party except for a third party contractor, under a duty of confidentiality, for the limited purpose of providing services for the benefit of Developer. Developer shall not use such Access Keys for any purpose other than as necessary to exercise Developer’s rights granted under this Agreement.
      2. If Developer assigns or transfers its Developer Application to any third party, then the third party must apply for new Access Keys from Synchrony.
      3. Developer will immediately notify Synchrony if any of Developer’s Access Keys are disclosed to any third party or if the security of those Access Keys is compromised. Developer is solely responsible for all activities occurring with use of Developer’s Access Keys, whether or not they are undertaken by or with the authorization of Developer.
      4. Synchrony may in its sole discretion, at any time, decline to issue Access Keys, revoke Access Keys, or restrict, throttle, suspend, or terminate Developer’s access to the Developer Portal, the Materials, and/or Platforms.
  3. Postings. Synchrony is under no obligation to review any messages, information or content (“Postings”) posted on the Developer Portal by users and assumes no responsibility or liability relating to any such Postings. Notwithstanding the above, Synchrony may from time to time monitor the Postings on the Developer Portal site and may decline to accept and/or remove any Postings that contain, but not limited to, any of the following:
    1. Any unlawful, harmful, threatening, abusive, harassing, defamatory, vulgar, obscene, profane, hateful, racially, ethnically or otherwise objectionable material of any kind, including, but not limited to, any material which encourages conduct that would constitute a criminal offense, give rise to civil liability or otherwise violate any applicable local, state, national or international law;
    2. advertisements or solicitations of any kind;
    3. messages posted by users impersonating others;
    4. personal information such as messages with phone numbers, social security numbers, account numbers, addresses, or employer references; or
    5. messages that offer unauthorized downloads of any copyrighted or private information.

Developer agrees not to post any of the foregoing to the Developer Portal. Developer hereby grants to Synchrony a perpetual, irrevocable, royalty-free, worldwide, nonexclusive license to use, reproduce, display, perform, distribute, create derivative works of, and otherwise exploit in any manner all Postings made by Developer.

  1. Licenses to Developer.
    1. Developer Portal and Materials. Subject to the terms and conditions of this Agreement, Synchrony hereby grants Developer during the Term a nonexclusive, worldwide, nontransferable, nonsublicensable license to access and use the Developer Portal and the Materials solely for (i) internal evaluation and testing purposes, and (ii) developing Developer Applications for use in the Sandbox.
    2. Use Restrictions. Developer will not, and will not cause or permit any third party to:
      1. use the Developer Portal, Materials, or any Platform in any manner not expressly authorized by this Agreement or inconsistent with this Agreement;
      2. Use the Materials or Platforms for production purposes unless and until Synchrony provides its approval  in accordance with Section 4.4;
      3. disassemble, decompile, decrypt, extract, reverse engineer or modify any Materials, or otherwise attempt to derive the source code of any software provided in or with the Materials or any algorithm, process or procedure contained within the Materials;
      4. rent, lease, assign, sublicense, transfer, distribute, allow access to, or time share the Developer Portal, Materials, or any Platform;
      5. circumvent, attempt to circumvent, or probe any applicable authentication or security measures of the Materials, Developer Portal, or any Platform or other system, network, or service of Synchrony or its affiliate;
      6. effect, or attempt to effect, any security breach or disruption of the Materials, Developer Portal, or any Platform or other systems, network, or service of Synchrony or its affiliate;
      7. access or attempt to access portions of any Platform or other system, network, or service of Synchrony or its affiliate not specifically authorized by Synchrony for Developer’s use under this Agreement;
      8. conduct any scan, penetration, or other testing on any Platform or other system, network, or service of Synchrony or its affiliates;
      9. damage, disrupt, or impede the operation of any Synchrony or Platform;
      10. modify, or obscure any copyright or other proprietary notices within the Materials;
      11. engage in any activity that restricts, inhibits, or interferes with any other developer’s use of the Developer Portal or any Materials or Platform;
      12. use any robot, spider, site search/retrieval application or other device to retrieve or index any portion of the Materials, Developer Portal, or Platform or collect information about other developers;
      13. use any automated means to create any user accounts (including Sandbox accounts); or
      14. engage in any fraudulent or illegal activity of any kind or use the Developer Portal, Materials, or an Platform for any unlawful, threatening, harassing, obscene or infringing purpose.
  2. Additional Terms.  Synchrony may require Developer’s acceptance of additional terms and conditions (“Additional Terms”) before Developer may access, use or go live into production with certain Materials or Platforms. Additional Terms will be made available to Developer prior to production. Any such Additional Terms become a part of this Agreement with respect to the Materials or Platforms to which they apply. In case of any conflict, ambiguity, or inconsistency between the Additional Terms and any other terms set forth in this Agreement, the Additional Terms will control, but only with respect to the Materials or Platforms to which those Additional Terms apply.
  3. No Other Licenses. Except as expressly provided in this Agreement, no license (express or implied) under any patents, copyrights, trademarks, trade secrets, or other worldwide intellectual property right of Synchrony is granted to Developer.
  4. Development; Integration; Approval.
    1. Development Responsibility. Programming, development, and maintenance of Developer Applications are Developer’s sole responsibility. Developer shall develop and maintain the Developer Applications in accordance with all requirements set forth in this Agreement and/or in the Materials. Developer will fully test the Developer Application and its integration with the Materials prior to any use, promotion, marketing, or publication of any Developer Application. Developer is solely responsible for all costs related to development, integration, approval, certification, and support of Developer Applications, including any modifications required to meet Synchrony requirements.
    2. Sandbox. Synchrony authorizes Developer 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 Synchrony makes no promises about the uptime or availability of the Sandbox. Developer may close its Sandbox account by following the instructions provided via the Developer Portal or the Materials. When Developer’s Sandbox account is closed, Developer will not have any access to information or materials stored in the Sandbox. Synchrony may in its discretion close Developer’s Sandbox accounts that are not actively accessed or used. Developer will not submit any production API calls with the Sandbox and will only use anonymized, non-live data with the Sandbox.
    3. Access by Synchrony; Cooperation. Developer will promptly provide (at any time before or after approval) Synchrony with access to the Developer Applications and any other information that Synchrony may request at any time regarding use and operation of the Developer Applications, so that Synchrony may verify compliance with this Agreement and Synchrony’s other requirements. Without limiting the foregoing, Synchrony may conduct testing of the Developer Application at any time. Developer will cooperate with Synchrony as reasonably necessary for Synchrony or its authorized designee to test the Developer Application’s interaction with the Materials and Platforms.
    4. Approval. Prior to any production use (i.e., any use other than Sandbox prototyping with anonymous, mock data), promotion, marketing, or publication of any Developer Application, Developer will apply for Synchrony’s approval of the Developer Application. Synchrony will review and may test the Developer Application based on any information provided under Section 4.3 and, upon request by Synchrony, any additional information provided by Developer. Approval of each Developer Application will include approval of the interaction of the Developer Application with Materials and Platforms. Approval may be given or withheld by Synchrony in its sole discretion. If, after approval by Synchrony, Developer makes any changes to the Developer Application that could affect interaction of the Developer Application with the Materials or Platform, Developer must again apply for Synchrony’s approval in accordance with this Section. Developer shall not make any calls to the API or access any Platform in a manner that is not approved by Synchrony. Synchrony’s approval does not constitute any endorsement by Synchrony, nor does it result in any representations, warranties, or commitments by Synchrony, and Developer will make no representations or warranties regarding Synchrony approval. Developer may not make any public statements that the Developer or the Developer’s Applications are affiliated with or sponsored, “certified” or otherwise endorsed by Synchrony, unless expressly permitted by Synchrony in writing prior make such statements.
  5. Fees.  There are no fees or other charges for using the Developer Portal or Materials under this Agreement. 
  6. Data Privacy and Developer Information.  In addition to the applicable provisions of this Agreement, all data about Developer will be collected, used, and transferred in accordance with the Synchrony Internet Privacy Policy, available at https://www.synchrony.com/privacy-policy.html.  Developer will at all times comply with Developer’s own privacy policy and with applicable law and will ensure that Developer’s use of the Materials and the Developer Portal does not violate that privacy policy or applicable law.
  7. Support. Synchrony has no obligation to provide support, maintenance, updates, upgrades, modifications or new releases of any Materials or Platforms (“Updates”). If Synchrony 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. Synchrony reserves the right to limit, modify, or terminate any capabilities or Materials or Platforms offered under this Agreement at any time.
  8. Ownership and Licenses.
    1. Materials. No right, title, or interest in or to any intellectual property rights in any Materials or the Developer Portal is transferred to Developer except for the limited licenses expressly set forth herein. Synchrony and its licensors reserve all rights in the Materials and the Developer Portal not expressly granted under this Agreement.
    2. Improvements to Materials. Synchrony shall own all right, title, and interest in and to any modifications, derivatives, improvements, enhancements, or extensions of or to any of the Materials, including any related intellectual property rights therein (“Improvements”), regardless of which party created such Improvements. Developer hereby irrevocably assigns to Synchrony all of Developer’s right, title, and interest in and to such Improvements. Developer agrees to execute such documents, render such assistance, and take such other action as Synchrony may reasonably request, at Synchrony’s expense, to apply for, register, perfect and protect Synchrony’s rights in the Improvements. Developer waives any and all moral rights, including any right to identification of authorship or limitation on subsequent modification that Developer or its employees or contractors may have in any Improvements.
    3. Developer Applications. Subject to Synchrony’s rights in the Materials and Improvements, Developer will retain all right, title and interest in and to its Developer Applications.
    4. Licenses to Synchrony.  Developer hereby grants to Synchrony and Synchrony’s affiliates a nonexclusive, worldwide, non-transferable license, during the Term, to access and use Developer’s Developer Applications for review and testing purposes and other related purposes and to confirm compliance with this Agreement.
    5. Feedback. Any ideas, suggestions, guidance, or other information or materials disclosed by Developer related to the Developer Portal, Platform, Materials or Synchrony’s confidential information and any intellectual property rights relating to any of the foregoing shall be collectively deemed “Feedback.” All Feedback Developer provides will be treated as non-confidential and non-proprietary by Synchrony and its affiliates who may use the Feedback for any purpose whatsoever without restriction and without any obligation, compensation or other liability to Developer.
    6. Synchrony Development Not Restricted. Developer acknowledges and agrees that Synchrony may independently develop applications, content, and other products and services that may be similar to or competitive with Developer Applications and their content, and nothing in this Agreement will restrict or prevent Synchrony from developing or exploiting any of the foregoing.
  9. Developer Warranties.  Developer represents and warrants that (a) all information provided to Synchrony by or on behalf of Developer in connection with registration and use of the Developer Portal and the Materials is true and accurate, (b) Developer Applications are the original work of Developer, and Developer has all rights necessary to develop, use, and distribute Developer Applications, (c) Developer Applications do not infringe any patent, copyright, trademark, trade secret, or other intellectual property right of any third party throughout the world, and (d) Developer and Developer Applications will at all times comply with all applicable federal, state, local, and international laws, rules, regulations, and orders of governmental authorities.
  10. Relationship with End Users.
    1. Relationship with End Users. Developer is solely responsible for all aspects of its relationship with end users of Developer Applications. Developer will provide reasonable technical support to end users of Developer Applications and shall not refer any end user to Synchrony for support. Synchrony has no obligations or liability to end users related to the Developer Applications or the Materials.
    2. End User Terms. Synchrony reserves the right to require Developer to present legal, regulatory or other disclosures to Developer’s end user and/or require Developer to enter into a valid and enforceable agreement with its end users which includes minimum terms and conditions provided by Synchrony through the Developer Portal, before providing end users with access to Materials included with the Developer Applications.
  11. Term; Termination.
    1. Term. The term of this Agreement will commence on the Effective Date and continue until terminated by either party as set forth in Section 11.2 below (“Term”).
    2. Termination.
      1. By Synchrony. Synchrony may, without liability to Developer, terminate this Agreement, suspend or terminate this Agreement or Developer’s access to the Developer Portal, the Materials, and/or Platforms, in whole or in part in any of the following cases:
        1. Developer breaches this Agreement or any other agreement with Synchrony or its affiliates and fails to cure that breach within ten (10) days;
        2. Developer becomes insolvent, fails to pay its debts when due, dissolves or ceases to do business, files for bankruptcy or has filed against it a petition in bankruptcy;
        3. Synchrony determines that it is required to terminate or suspend by law or order of a governmental agency with jurisdiction or Synchrony determines that any Developer Application causes a legal or financial risk; or
        4. for any reason, with or without cause, at any time upon thirty (30) days’ notice to Developer.
      2. By Developer. Developer may, in its sole discretion at any time, and without liability to Synchrony, close their account and terminate this Agreement in its entirety upon notice to Synchrony api@syf.com. Such notice must include Developer’s name, address, email address and company name.
  12. Effect of Termination. Upon termination of this Agreement for any reason, Developer must immediately cease all use of the Materials and return or destroy all Materials and Confidential Information of Synchrony in Developer’s possession. Developer is solely responsible for notifying and supporting its end users. The provisions of Sections 1, 3.2, 3.4, 6, 8, 9, 10.1, 11.3, 12, 13, 14, 15 and 16 will survive any termination of this Agreement in accordance with their terms.
  13. Limitation of Liability.  IN NO EVENT WILL SYNCHRONY OR ITS AFFILIATES OR THEIR RESPECTIVE LICENSORS OR SUPPLIERS BE LIABLE TO DEVELOPER OR ANY THIRD PARTY FOR ANY LOST PROFITS, LOST SAVINGS, LOSS OF DATA, OR ANY INDIRECT, CONSEQUENTIAL, INCIDENTAL, SPECIAL, EXEMPLARY, OR PUNITIVE DAMAGES OF ANY KIND ARISING OUT OF ANY PROVISION OF THIS AGREEMENT OR THE USE OF OR INABILITY TO USE THE MATERIALS, THE DEVELOPER PORTAL, OR ANY OTHER SERVICES, SOFTWARE, OR MATERIALS PROVIDED TO DEVELOPER.  SYNCHRONY’S TOTAL AGGREGATE LIABILITY TO DEVELOPER FOR ACTUAL DAMAGES FOR ANY CAUSE WHATSOEVER WILL BE LIMITED TO $1,000.  THE FOREGOING LIMITATIONS, EXCLUSIONS AND DISCLAIMERS SHALL APPLY REGARDLESS OF WHETHER SUCH LIABILITY ARISES FROM ANY CLAIM BASED UPON CONTRACT, WARRANTY, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY OR OTHERWISE, AND WHETHER OR NOT ANY OF THE FOREGOING PARTIES HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH LOSS OR DAMAGE AND EVEN IF A REMEDY SET FORTH IN THIS AGREEMENT IS FOUND TO HAVE FAILED OF ITS ESSENTIAL PURPOSE.
  14. Indemnification.  Developer agrees to indemnify, defend and hold harmless Synchrony and its affiliates and their respective officers, agents, licensors, employees and contractors from and against any and all third party claims, suits, actions, or proceedings (and all related liability, loss, cost, damage, and expense, including reasonable attorneys’ fees) arising from or related to: (a) Developer’s breach of this Agreement; (b) Developer’s negligence or willful misconduct, (c) Developer’s failure to comply with applicable law, or (d) Developer’s development, distribution, or use of any Developer Application or any other software or materials that access any Materials or Platforms or are otherwise provided to Synchrony in connection with this Agreement, including any alleged infringement or misappropriation of any third party’s copyright, patent, trademark, trade secret or other worldwide intellectual property right. Synchrony shall have the right to participate, at Synchrony’s expense, in its defense with counsel of its choosing. In no event shall Developer enter into any settlement or like agreement any third party that affects Synchrony’s or its affiliates’ rights or binds Synchrony or its affiliates in any way without Synchrony’s prior written consent.
  15. No Warranty.  SYNCHRONY PROVIDES THE DEVELOPER PORTAL, MATERIALS, AND PLATFORMS TO DEVELOPER ONLY ON AN “AS IS” BASIS WITHOUT REPRESENTATIONS OR WARRANTIES OF ANY KIND, WHETHER EXPRESS, IMPLIED, OR STATUTORY, INCLUDING ANY WARRANTIES OR CONDITIONS OF NON-INFRINGEMENT, MERCHANTABILITY, OR FITNESS FOR A PARTICULAR PURPOSE. SYNCHRONY MAKES NO REPRESENTATION OR WARRANTY THAT THE DEVELOPER PORTAL, MATERIALS, PLATFORMS, OR ANY DEVELOPER APPLICATION WILL BE ERROR FREE, SECURE, RELIABLE, ACCURATE, COMPLETE OR OTHERWISE VALID.
  16. General.
    1. Governing Law. This Agreement will be governed by the laws of the United States and the State of New York, excluding the application of its conflicts of law rules. The United Nations Convention on Contracts for the International Sale of Goods will not apply to this Agreement.  The exclusive venue and jurisdiction for any disputes or actions arising out of or related to this Agreement with the state and federal courts located in New York County, New York. 
    2. Severability. If any provision of this Agreement is invalid or unenforceable, that will not affect the validity or enforceability of the remaining terms of this Agreement, and such provision will be enforced to the maximum extent permissible under applicable law so as to affect the intent of the parties.
    3. Export. Developer will comply with all applicable export and import control laws and regulations regarding the Materials and will not export or re-export the Materials without the required United States and foreign government licenses.
    4. Assignment. This Agreement may not be assigned or transferred by Developer (in whole or in part and whether voluntarily, involuntarily, or by operation of law) without the prior written consent of Synchrony and any attempt by Developer to do so will be null and void and of no effect.
    5. Independent Contractors; Nonexclusive Relationship. The relationship of the parties established by this Agreement is that of independent contractors. Neither party has the authority to bind the other or assume or create any obligation or liability on the other’s behalf.
    6. Notices. Any notice required or permitted hereunder will be in writing and delivered as follows. Notices from Developer to Synchrony will be sent by courier or overnight delivery service to:

Synchrony Bank

777 Long Ridge Road

Stamford, CT 06902

Attention: President

Notices from Synchrony to Developer will be sent by electronic mail to the address Developer provided when registering for access to the Developer Portal or any postal mail address otherwise provided by Developer. Either party may change its address upon notice to the other parties.

  1. Amendment; Waiver. Synchrony reserves the right, in its sole discretion, to modify the terms of this Agreement at any time. Developer can find the most recent version of this Agreement at http://developer.syf.com/terms-of-use.  Synchrony will provide notice to Developer of changes to these terms and a link to the most current version of these terms within that notice. Developer is responsible for maintaining a valid, working email on file with Synchrony. The most recent modification date will be noted by the “Effective Date” above. If Developer does not agree to any modification of this Agreement, Developer may terminate this Agreement and stop using the Developer Portal.  This Agreement may otherwise only be modified or waived only by a written document signed by authorized representatives of the parties. The waiver of any breach or default of this Agreement will not constitute a waiver of any subsequent breach or default.
  2. Construction. The section headings in this Agreement are for convenience of reference only, will not be deemed to be a part of this Agreement, and will not be referred to in connection with the construction or interpretation of this Agreement.
  3. Entire Agreement. This Agreement constitutes the complete agreement among the parties with respect to the subject matter of this Agreement, and supersedes any and all prior or contemporaneous discussions, negotiations, understandings, and agreements, written and oral, regarding such matters.
  1. Definitions.

“API” means each of the application programming interfaces made available by Synchrony through the Developer Portal.

“Developer Application” means an application, whether for personal computer, smartphone, tablet, or other device, developed by Developer for purposes of interfacing with the APIs in order to access and interact with Platforms, that has been approved by Synchrony in accordance with Section 4.4 and for which such approval is current.

“Developer Portal” means the Synchrony Developer Portal online service made available by Synchrony, including the http://developer.syf.com website, forums, discussion areas, support services (if any), and the Sandbox.

“Materials” means any and all APIs, SDKs, software, manuals, user guides, specifications, technical documentation, web pages, content, data, and information or other documentation provided by Synchrony through the Developer Portal.

“Platform” means a system, platform, or service of Synchrony or any Synchrony affiliate, for which Synchrony makes available access to Developer or any Developer Application. For each Developer Application, the applicable Platform is the Platform designated by Synchrony for access by that Developer Application.

“Sandbox” means a set of interfaces, tools, services or other components made available by Synchrony for developers to test their applications.  The Sandbox is accessible through the Developer Portal.

“SDK” means each of the software development kits provided by Synchrony to Developer through the Developer Portal.