Visa Developer Community

Highlighted
Community Manager

Terms and Conditions

Visa Developer Portal Terms of Use

 

This Visa Developer Portal 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 (collectively, “You” or “Your”) and Visa U.S.A. Inc. (“Visa”) and applies to Your use of any Developer Program or related Materials offered by Visa or its Affiliates. By (i) clicking “I Accept” or a similar affirmation as it appears below, or (ii) accessing or using a Developer Program or related Materials, You acknowledge and agree that Your use of a Developer Program and any related Materials made available to You will be governed by this Agreement. If at any time You do not agree to the terms of this Agreement or Terms of Use for any Developer Program, You must immediately terminate all use of the Developer Program and related Materials. Capitalized terms which are not otherwise defined herein are defined in Section 14.15 below.

  1. Your Capacity and Related Matters. You represent and warrant that: (i) all information You have provided and will provide to Visa is true, correct and complete in all respects; (ii) You will update Visa by email or other method as designated by Visa with any changes to information You have previously supplied; (iii) no authorization or approval from any third party is required in connection with Your execution, delivery or performance of this Agreement, (iv) 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; (v) 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; (vi) Your obligations under this Agreement do not violate any law or any Visa Rules or breach any other agreement to which You are bound; and (vii) any materials You provide, create 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 (viii) You are not a Restricted Person.
  2. Account Enrollment.

2.1. Account Enrollment. In order to use a Developer Program, You must register for a Developer Account. You must select a username, email address or other ID and password to enable You to access Your Developer 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. You agree not to share your login credentials with any other person. You agree to notify Visa immediately of any unauthorized use of Your password or Developer Account or any other breach of security. If any Authorized Users will access the Developer Account, the Authorized Users must have their own login credentials and agree to the terms of this Agreement. You must restrict access to Your Developer Account solely to Authorized Users.

2.2. Developer Verification and Authentication. You understand and agree that Visa may require You to submit, and Visa will collect, certain information, both public and non-public, about You during the online enrollment process for the purpose of considering Your eligibility for a Developer Account to access a Developer Program, and to authenticate Your identity. You further understand that Visa may transfer the information You provide us to third parties and Affiliates assisting Visa in the provision, administration and management of, and in evaluating Your eligibility for, a Developer Program. Visa reserves the right to approve, decline, suspend or terminate Your Developer Account at any time in its sole discretion.

2.3. Data Collection; Privacy. Visa and its Affiliates may collect and use technical and related information, including but not limited to information about You, Your Authorized Users, Your Applications, and Your computers, system software, other software and peripherals. Please review the Privacy Policy at https://developer.visa.com/privacy for information on Visa's privacy practices as they relate to Developer Programs. The Privacy Policy is hereby incorporated into this Agreement.

2.4. Costs and Expenses. You are solely responsible for all costs and expenses related to Your use of the Developer Programs and Materials, including the development of any Applications, as applicable. In any event, Visa will not reimburse you for any costs or expenses.

  1. Licenses.

3.1. Developer Programs.

3.1.1. Subject to and conditioned upon Your compliance with the terms and conditions of this Agreement, Visa grants You a personal, nonexclusive, nonsublicensable, nontransferable, revocable, limited license, solely in the Territory, during the term of this Agreement, to: (i) use, reproduce and create derivative works of the Licensed Components solely for the purpose of developing and testing Applications within the Test Environment using the Test Data, provided that the APIs are not modified and interoperability with the Visa Service is maintained in accordance with the applicable Documentation; (ii) use the Test Environment and Test Data in accordance with the applicable Documentation to test Your Application, including test transactions, test batch upload features, sample reports, and test and simulation of transaction responses. You agree that you will use the Materials for your own personal, non-commercial use for testing purposes only. Additional usage rights made available to You by Visa in its sole discretion, if any, shall be subject to the terms of this Agreement and any additional Terms of Use for such Developer Programs. Any reproduction or use of the Licensed Components or other Materials shall include attribution to Visa as the source and additionally shall contain all copyright and other proprietary notices or legends found on the original.

3.1.2. You agree that: (i) Visa disclaims, and You assume, all liability related to Test Data and the use of the Test Environment, including any data submitted by You or any data generated or derived from that data, submitted by You to a Developer Program; (ii) Visa 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) only simulated Test Data may be submitted or uploaded on or through Your Developer Accounts (e.g., real account numbers, names, addresses, and other personal information may not be used for testing purposes, and may not be submitted or uploaded on or through a Developer Account); (iv) load testing a Developer Account or Visa Services is not permitted; and (v) Visa has no obligation to monitor or validate any information submitted or uploaded by You on or through a Developer Account.

3.1.3. Notwithstanding anything to the contrary, You shall not (and shall have no right to):

alter or remove any copyright, trademark, trade name or other proprietary notices, legends, symbols or labels appearing on or in the Materials or any reproduction thereof;

sublicense (or purport to sublicense), distribute or disclose any of the Materials, in whole or in part, to any third party or use the Materials on a service bureau basis or otherwise on behalf of any third party;

distribute or otherwise provide all or any portion of the Materials outside of the Territory or otherwise use or export any Materials in violation of applicable U.S. laws or regulations;

engage in any activity, including the development or distribution of any Application, that interferes with, disrupts, damages, or accesses in an unauthorized manner any Visa Services or any Visa platforms, servers, or systems, or those of any of its Affiliates or any third party;

make any statements that Your Application is “certified” or otherwise endorsed, or that its performance is guaranteed, by Visa or any of its Affiliates;

decompile, reverse engineer, disassemble, rent, lease, loan, distribute, or, except as expressly set forth in Section 3.1.1(i), create derivative works from the Materials or any portion thereof;

use the Materials or any associated data or content, or extract, scrape or otherwise deconstruct any of the Materials or any associated data or content, for the purpose of using individual data elements (e.g., geocodes), combining data elements (e.g., routes or paths), compiling, enhancing, verifying, supplementing, or otherwise modifying databases, lists, or directories of any kind, including, but not limited to, location databases, mailing lists, contact lists, marketing lists, geographical directories, or any other compilation or collation of information which is sold, rented, published, distributed or in any manner supplied to a third party;

attempt to circumvent any security measures or technical limitations;

use the Materials or any associated data or content in any manner or for any purpose that violates any Law or any right of any person, including but not limited to any Intellectual Property Rights or rights of privacy; or

otherwise use or exploit the Materials for any purpose other than as expressly permitted by this Agreement.

3.1.4. No Support. Visa has no obligation to provide support, maintenance, updates, upgrades, modifications or new releases of any Materials (“Updates”). If Visa 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.

3.1.5. Open Source Software. The Materials may contain software that is subject to terms that, as a condition of use, copying, modification or redistribution, require such software and derivative works thereof to be disclosed or distributed in source code form, to be licensed for the purpose of making derivative works, or to be redistributed free of charge, including without limitation software distributed under the GNU General Public License or GNU Lesser/Library GPL (“Open Source Software”). To the extent any such license requires terms with respect to such Open Source Software that are inconsistent with this Agreement, then such rights in the applicable Open Source Software license shall take precedence over the rights granted in this Agreement, but solely with respect to such Open Source Software. You acknowledge that any applicable Open Source Software license is solely between You and the applicable licensor of the Open Source Software and that You shall comply with the applicable Open Source Software license. You agree not to use any Open Source Software in the development of Your Application in such a way that would cause any non-Open Source Software portions of the Materials to be subject to any Open Source Software licensing terms or obligations.

3.2. Licenses to Visa. You grant Visa a non-exclusive, non-transferable license during the term of this Agreement to (i) use Your Applications and review the code in Your 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 Your Application (including without limitation through press releases, public announcements, on the Visa web site or through other electronic communications or other channels); provided, however, that Visa shall not have any obligation to publicize Your usage of a Developer Program, the Materials or Your Application.

3.3. 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 Visa or any Visa Affiliates, customers, vendors, business partners or licensors associated with the Developer Program or the Materials, any patent infringement claim regarding the Developer Program or the Materials or any portion, functionality or other characteristics thereof.

  1. Compliance with Law, Application Requirements, and Visa Guidelines.

4.1. 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 Developer Account, the Materials or the Applications developed hereunder, including, without limitation, the Visa Rules, 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 Developer Account, Developer Program or any Materials in any manner, or in furtherance of any activity, that may cause Visa to be in breach of applicable Laws or subject to investigation, prosecution, or legal action.

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

4.2.1. For 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 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 Application.

4.2.2. 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.

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

4.2.4. Applications that offer location-based services or functionality must notify and obtain consent from an end user before his or her location data is collected, transmitted or otherwise used by the Application.

4.2.5. You must either own all content used in Your Application, or have permission from the content owner to use it in Your Application.

4.2.6. Applications must not contain any malware, malicious or harmful code, program, or other internal component (e.g., computer viruses, trojan horses, “backdoors”) which could damage, destroy, or adversely affect other software, firmware, hardware, data, systems, services, or networks.

  1. Developer Community

5.1. Rules of Conduct. You acknowledge that You are solely responsible for Your Application and the content and consequences of the material You post or otherwise provide, including their legality, reliability, appropriateness, and trademark and copyright ownership. You grant Visa and the users of this Community the perpetual, irrevocable, nonexclusive right and license to display, use, copy, modify, publish, distribute, transmit, print, and otherwise exploit any such material without restriction. You agree that You shall not upload, post or transmit to or distribute through the Community any materials (including text, links, communications, software, images, sounds, data, or other information) that may:

5.1.1. contain any Confidential Information or any confidential information of You, Your company, or any other person or entity, including, but not limited to, proprietary information, trade secrets, personally identifiable information, cardholder information and the terms of Visa-related agreements;

5.1.2. be false, libelous, defamatory, obscene, pornographic, indecent, lewd, harassing, threatening, harmful, invasive of privacy or publicity rights, abusive, inflammatory, illegal or otherwise objectionable or injurious to third parties;

5.1.3. constitute or encourage conduct that is unlawful or would constitute a criminal offense, give rise to civil liability or otherwise violate any Law;

5.1.4. violate, misappropriate or infringe any Intellectual Property Rights or other rights of any third party;

5.1.5. constitute advertising, junk mail, spam, chain letters, or any other form of unauthorized solicitation; or

5.1.6. otherwise violate Visa's Privacy Policy or any Terms of Use.

5.2. Usage Guidelines. While using the Community, You agree that You will:

5.2.1. be courteous and respectful of others;

5.2.2. keep Your posts relevant to the payment industry and Visa's products, services and programs;

5.2.3. act responsibly to protect Visa's, any third party's, Your and Your company's private and confidential information; and

5.2.4. remember that it is possible that information appearing in the Community could be incorrect, incomplete, unclear or misleading.

5.3. Moderator Role. In its sole discretion, Visa may select or retain one or more moderators or Visa may utilize tools to enable moderation functionality. Such moderators may have rights and privileges to, among other things as determined in Visa's sole discretion, edit/delete posts and posted materials, close threads, and block users from using the Community. Visa or the moderators may remove any materials (before or after posting) or block user access that, in its sole discretion, do not comply with the current applicable Terms of Use, including the terms of this Agreement, or that are otherwise inappropriate for this Community. Visa is not responsible and shall have no liability for any removal of materials or blocking of users, or any failure or delay in removing any such materials or blocking such user access. To report any concerns or possible violations of any Terms of Use, please write to developer@visa.com or such other support email address designated at a Developer Program website. Please include in Your email the post's subject, the post author's screen name, a link to the post in question and any other applicable information.

5.4. Links. You may find posts that contain hyperlinks to content hosted and maintained by third parties. The linked sites are not approved or controlled by Visa and Your access to any linked site is at Your own risk. Visa makes no claim or representation regarding, and accepts no responsibility for, sites accessible by hyperlink from the Community.

5.5. User Content. Material supplied by users of the Community is the sole responsibility of the person originating the material and Visa does not control or monitor, and disclaims all liability for, such material.

5.6. Submissions. Visa's policy is to not accept or consider unsolicited submissions, including, without limitation, ideas, suggestions or materials, either via the Website, email or other means. You understand we may or may not review unsolicited submissions. However, if You do still transmit to us, via the website, email or otherwise, any unsolicited submission or any feedback, input, suggestions, reports, data or recommendations, in writing, orally, by demonstration or otherwise, concerning the Developer Program or any Materials or Visa Services (collectively, “Input”), You grant to Visa and its designees a royalty-free, fully paid, transferable, sublicensable, non-exclusive, irrevocable, perpetual, unrestricted, worldwide license to publish, transmit, perform, display, modify, create derivative works from and otherwise use such Input and any related Intellectual Property Rights, together with Your name, image, and likeness and company name, for any purpose, including, without limitation, advertising and promotional purposes, in any media, now or hereafter known, without any credit, notice, approval or compensation to you. Without limitation thereof, you agree that Visa and its designees are free to use any ideas, concepts, know-how or techniques contained in any Input you provide for any purpose whatsoever, including, without limitation, developing and marketing products, services and content. Furthermore, any Input You transmit to Visa, even if marked as confidential, shall not create any confidentiality obligations on the part of Visa unless otherwise agreed in a separate, signed agreement.

  1. Data Privacy and Security. You are solely responsible for the security of data residing on server(s) or other systems owned or operated 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 Visa security protocols and security advisories in effect during the term of this Agreement. You acknowledge that Visa shall not be liable for any improperly processed or unauthorized transactions or illegal or fraudulent access to Your Developer Account. Visa's liability hereunder solely attributable to its negligence is limited pursuant to Section 12. 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 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.
  2. Term. This Agreement shall commence on the date You indicate Your acceptance of the terms and conditions hereof and shall remain in full force and effect until terminated as permitted hereunder.
  3. Termination.

8.1. Termination for Convenience. This Agreement may be terminated by either party for any reason or no reason with written notice to the other party.

8.2. Termination by Visa. Visa may terminate this Agreement immediately and without advance notice: (a) if You are in breach or default of any of Your obligations set forth in this Agreement; (b) if any entity that Visa determines to be a competitor or prospective competitor of Visa or any of its Affiliates acquires the power or ability, directly or indirectly, to exercise any controlling influence over You, Your customers or any of Your or Your customers' management, operations or policies; (c) if You (i) make a general assignment for the benefit of creditors, (ii) file a voluntary petition of bankruptcy, suffer or permit the appointment of a receiver for its business or assets, (iii) become subject to any proceedings under any bankruptcy or insolvency Law where such proceedings have not been dismissed within sixty (60) days, or (iv) have wound up or liquidated, voluntarily or otherwise; or (d) You become a Restricted Person.

8.3. Effect of Termination. Upon termination of the Agreement for any reason, all rights and licenses granted to You under this Agreement shall be extinguished, and You shall immediately cease using any Developer Account, Developer Program and Materials and any derivative work thereof and return to Visa all Materials and Confidential Information, and all copies, extracts and derivative works of the foregoing, together with any and all documents, notes and other materials regarding such information. Sections 1, 2.3, 3.1.3, 3.3, 5.1, 5.6, 6, 8.3 and 9-14 shall survive any termination of this Agreement.

  1. Intellectual Property

9.1. Visa. Visa owns, and shall retain, all right, title and interest in and to the Visa Services, Developer Program, Developer Account, Materials (including all SDKs and APIs), Documentation, and Visa Trademarks, any derivatives of the foregoing, and all Intellectual Property Rights therein or associated therewith (collectively, “Visa IP”). No title to or ownership of any Visa IP is granted or otherwise transferred to You or any other entity or person under this Agreement.  You hereby assign and shall assign to Visa any right, title or interest that You may obtain in Visa IP.

9.2. Use of Trademarks. Nothing in this Agreement grants You any rights to use any Visa Trademarks. If You make reference to any products, services or technology of Visa, You shall strictly comply with all standards and guidelines with respect to Visa's Trademarks contained herein or which may be furnished or made available to You from time to time. All uses of any Visa Trademarks shall inure to the benefit of Visa.

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

  1. Confidential Information.

10.1. 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 Authorized User will have access to Confidential Information, You agree that each such Authorized User must have 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 use Your best efforts to protect all Confidential Information 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 Visa's request, You will return or destroy (and certify such destruction to Visa'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 10.1 may result in irreparable harm to Visa, for which money damages may be an insufficient remedy, and therefore Visa will be entitled to seek injunctive relief to enforce the provisions of this section. For avoidance of doubt, You may not use or disclose any Materials or Confidential Information for any patents or patent applications. Without limiting any other rights or remedies of Visa, if You or any of your employees, agents or contractors use or disclose any Materials or Confidential Information for any patents or patent applications or file or prosecute any patents or patent applications for inventions based on any Materials or Visa Confidential Information, Visa and its Affiliates shall have and are hereby granted a fully paid-up, royalty-free, worldwide, irrevocable license to exercise all rights under such patents and patent applications, including the right to grant and authorize sublicenses.10.2. Visa works with many application and software developers and some of their products may be similar to or compete with Your Applications. Visa may also be developing its own similar or competing applications and products or may decide to do so in the future. Visa 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 Your Application (“Licensee Disclosures”) or for any Input you may provide under Section 5.6. You agree that any such Licensee Disclosures will be non-confidential. Visa will be free to use and disclose any Licensee Disclosures on an unrestricted basis without notifying or compensating You. You release Visa 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 Visa will become Visa property and Visa will have no obligation to return those materials to You or to certify their destruction.

  1. DISCLAIMERS. THE VISA SERVICES, MATERIALS, DEVELOPER ACCOUNT, DEVELOPER PROGRAM AND ALL INFORMATION AND OTHER MATERIALS CONTAINED OR MADE AVAILABLE THEREIN PROVIDED ON AN “AS IS”, “AS AVAILABLE”, “WITH ALL FAULTS” BASIS WITHOUT WARRANTY OF ANY KIND. YOUR USE OF ANY OF THE FOREGOING IS AT YOUR OWN RISK. NEITHER VISA NOR ANY OF ITS CURRENT AND FORMER AFFILIATES EMPLOYEES, SUCCESSORS OR ASSIGNS REPRESENT OR WARRANT THAT THE VISA SERVICES, MATERIALS, DEVELOPER ACCOUNT, DEVELOPER PROGRAM OR ANY INFORMATION OR OTHER MATERIALS CONTAINED OR MADE AVAILABLE THEREIN WILL BE AVAILABLE, ACCESSIBLE, UNINTERRUPTED, TIMELY, SECURE, ACCURATE, COMPLETE, OR ERROR-FREE. YOU EXPRESSLY ACKNOWLEDGE THAT COMPUTER NETWORK-BASED SERVICES MAY BE SUBJECT TO OUTAGES, INTERRUPTIONS, ATTACKS BY THIRD PARTIES AND DELAY OCCURRENCES. VISA SPECIFICALLY DISCLAIMS ALL REPRESENTATIONS, WARRANTIES, AND CONDITIONS WHETHER EXPRESS OR IMPLIED, ARISING BY STATUTE, OPERATION OF LAW, USAGE OF TRADE, COURSE OF DEALING, OR OTHERWISE, INCLUDING BUT NOT LIMITED TO, WARRANTIES OR CONDITIONS OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT, OR TITLE. Some states or provinces do not allow the exclusion of certain warranties, so the above limitations may not apply to You. You may have rights that vary from jurisdiction to jurisdiction; however, the above disclaimers apply to the extent permitted by applicable Law.
  2. LIMITATIONS OF LIABILITY. TO THE FULL EXTENT PERMITTED UNDER APPLICABLE LAWS, UNDER NO CIRCUMSTANCES WILL VISA OR ANY OF ITS AFFILIATES OR VENDORS (OR ANY OFFICERS, DIRECTORS, EMPLOYEES OR AGENTS OF VISA, OR ITS AFFILIATES OR VENDORS) (COLLECTIVELY, THE “VISA PARTIES”) BE LIABLE FOR ANY INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL OR EXEMPLARY DAMAGES (HOWEVER ARISING) OR ANY DAMAGES FOR LOST REVENUE, LOST PROFITS, ANTICIPATED PROFITS, LOST BUSINESS OR INJURY TO BUSINESS REPUTATION OR GOODWILL, COST OF PROCUREMENT OF SUBSTITUTE SERVICES, UNDER ANY THEORY OF LIABILITY OR CAUSE OF ACTION WHETHER IN TORT (INCLUDING NEGLIGENCE), CONTRACT OR OTHERWISE, REGARDLESS OF WHETHER IT HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. IN NO EVENT WILL THE VISA PARTIES' TOTAL CUMULATIVE LIABILITY TO YOU, WHETHER ARISING IN TORT (INCLUDING NEGLIGENCE), CONTRACT OR OTHERWISE, ARISING OUT OF OR RELATING TO THIS AGREEMENT OR ANY DEVELOPER ACCOUNT, DEVELOPER PROGRAM OR MATERIALS, EXCEED A TOTAL OF ONE THOUSAND DOLLARS ($1,000).
  3. Indemnification.

13.1. Indemnification. You agree to indemnify, and hold harmless Visa and 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 use of the products, services, documentation, data or Materials provided hereunder or Your Applications or the use or distribution thereof; (b) any breach or alleged breach by You of any representation, warranty, or obligation contained in this Agreement or any Terms of Use; (c) any damage or loss caused by negligence, fraud, dishonesty or willful misconduct by You, any Authorized User, or any of Your affiliates, employees, agents, contractors, suppliers or customers; (d) any contract or agreement between You and a third party; (e) any materials posted or otherwise provided by You, (f) any infringement or alleged infringement of a patent, copyright, trademark or other Intellectual Property Right relating to this Agreement; or (g) any alleged or actual violation by You of any applicable Laws. Visa 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 Visa’s defense of these claims. You may not settle any matter without the prior written consent of Visa.

  1. General Provisions.

14.1. 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 Visa, which may be withheld at Visa's sole discretion.

14.2. Visa Affiliates. The rights, duties and/or obligations of Visa under this Agreement may be exercised and/or performed by Visa and/or any of Visa’s 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 Visa or any of Visa’s Affiliates, or any of their subcontractors and/or agents, shall be solely by Visa and/or any of Visa’s Affiliates. You agree to bring any claim and/or action relating to the foregoing against Visa only and not against any of Visa’s Affiliates, or any of their subcontractors and/or agents.

14.3. Compliance with Trade Restrictions.

14.3.1. You expressly agree and acknowledge that (a) the Materials provided via the Developer Program or otherwise to You by Visa hereunder are subject to United States Trade Restrictions, and (b) Visa's ability to perform under this Agreement is subject to Visa's compliance with such Trade Restrictions. You agree that any refusal or failure by Visa to perform its obligations hereunder on account of good faith compliance with Trade Restrictions will not constitute a breach of any obligation under this Agreement and hereby waive any and all claims against Visa for legal recourse, including but not limited to injunctive or declarative relief, loss, cost or expense, including consequential damages, that You may incur or be subject to by virtue of such refusal or failure.

14.3.2. Notwithstanding any other provision of this Agreement to the contrary, You shall not use, download, export, re-export, import, sell or transfer any of the Materials except in full compliance with United States and other applicable country Trade Restrictions, including but not limited to licensing, notification and reporting requirements. In particular, without limitation, under no circumstances shall You download, export, re-export or transfer any of the Materials or cause their download, export, re-export or transfer, directly or indirectly, (i) into a Restricted Country; (ii) to any Restricted Person; or (iii) to any proliferation-related (nuclear weapons, missile technology, or chemical/biological weapons) end-use. Visa assumes no responsibility for Your failure to obtain necessary authorizations or to comply with required formalities under applicable Trade Restrictions.

14.3.3. You shall not do or omit to do anything that may cause Visa, in Visa's reasonable judgment, to be in breach of applicable Trade Restrictions.

14.3.4. Any breach by you of this Section 14.3 is a material breach, entitling Visa to terminate this Agreement immediately pursuant to Section 8.2.

14.4. Government Restricted Rights Legend. All Materials governed by this Agreement are commercial in nature and developed solely at private expense. Software is delivered as Commercial Computer Software as defined in DFARS 252.227-7014 (June 1995) or as a commercial item as defined in FAR 2.101(a) and as such is provided with only such rights as are provided in Visa's standard end user license agreement for such software. Documentation is provided with limited rights only as provided in DFARS 252.227-7015 (Nov. 1995) or FAR 52.227-14 (June 1987), whichever is applicable. You will: (a) identify and license the Application You develop hereunder in all proposals and agreements with the United States Government or any contractor therefor; and (b) legend or mark the Application provided pursuant to any agreement with the United States Government or any contractor therefor in a form sufficient to obtain for Visa and its suppliers the protection intended by this section. You agree not to remove or deface any portion of any legend on any Materials provided to You under this Agreement. Unless otherwise expressly agreed in writing, Visa specifically disclaims any compliance with any federal procurement regulations, including, without limitation, any FAR or DFARS provisions. In addition, You will comply with any additional instructions provided by Visa regarding the licensing of any Materials to the United States Government or any contractor therefor.

14.5. 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.

14.6. Relationship of the Parties. The parties 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.

14.7. Notices.

14.7.1. 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 Developer Account and/or posted within a Developer Program.

14.7.2. Notice to Visa. You agree that all notices to Visa shall be sent by certified or registered mail, return receipt requested, to the following address:

Visa

Attention: Office of the General Counsel

PO Box 8999

San Francisco, CA 94128-8999

14.8. Amendment; Modifications. Visa 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 http://developer.visa.com/terms. Visa 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 “Last Updated” 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 Developer Account and any Materials and Visa Services.

14.9. Severability; Headings. If any provision of this Agreement is held to be invalid or unenforceable for any reason, the remaining provisions will continue in full force without being impaired or invalidated in any way. The parties agree to replace any invalid provision with a valid provision, which most closely approximates the intent and economic effect of the invalid provision. Headings are used for convenience of reference only and in no way define, limit, construe or describe the scope or extent of any section, or in any way affect this Agreement.

14.10. Governing Law; Jurisdiction. This Agreement is deemed entered into in California and will be governed by and interpreted in accordance with the Laws of the State of California, excluding (i) that body of law known as conflicts of law and (ii) the United Nations Convention on Contracts for the International Sale of Goods. The parties agree that any dispute arising under this Agreement will be resolved in the state or federal courts in San Francisco County, California, and the parties hereby expressly and irrevocably consent to the jurisdiction of such courts.

14.11. 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.

14.12. 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 Visa. Any purported assignment in violation of hereof shall be null and void. Visa reserves the right to assign this Agreement or any right or obligation under this Agreement to an affiliate without consent.

14.13. Force Majeure. Visa will not be liable to You for any losses arising out of the delay or interruption of Visa's performance of obligations under the Agreement due to any acts of God, acts of civil or military authorities, civil disturbances, wars, strikes or other labor disputes, fires, transportation contingencies, interruptions in telecommunications, utility, Internet services or network provider services, acts or omissions of a third party, infiltration or disruption of the Developer Account or Visa Services by a third party by any means, including without limitation, DDoS attacks, software viruses, Trojan horses, worms, time bombs or any other software program or technology designed to disrupt or delay the Visa Services, or other catastrophes or any other occurrences which are beyond such Visa's reasonable control.

14.14. Entire Agreement. This Agreement (including any additional Terms of Use for an applicable Developer Program), together with all of Visa's 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. Nothing contained herein shall alter or amend any rights or obligations that a party may have under the Visa Rules.

14.15. Additional Definitions.

  • Affiliates” means, for purposes of this Agreement, any entity that is controlled by, or is under common control with Visa Inc., including parents and subsidiaries.
  • API” means, for purposes of this Agreement, the application interface that formats, encrypts, and decrypts messages transferred between Your systems and Visa's 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 Visa Services.  
  • Application(s)” means software programs that You develop to interoperate with the respective Visa Services using the APIs in accordance with the applicable Documentation for the Development Program.
  • Authorized Users” means Your employees, agents and contractors who (i) have a demonstrable need to access and use Your Developer Account as permitted under this Agreement, and (ii) have agreed in writing to be bound by and comply with Your obligations under this Agreement. You shall be responsible for any use of Your Developer Account and any breach of this Agreement by Your employees, agents and contractors in the same manner as if conducted by You.
  • Community” means the message board or other means provided in connection with a Developer Program to allow You to post messages, upload content and/or otherwise communicate with other developers.
  • Confidential Information” means any non-public data or information, oral or written, that relates to Visa or its affiliates, including, without limitation, Visa IP, the Materials, analysis and performance information relating to any Developer Program or Visa Services, and other technical, business, product, marketing and financial information, plans, data, and the terms and existence of this Agreement.
  • Developer Account” means the account by which You and/or Authorized Users gain access to a Developer Program subject to the terms and conditions of this Agreement.
  • Developer Program” means a program offered by Visa or its Affiliates for developers to develop and test certain Applications for use with specified Visa Services. Visa may make separate Developer Programs available for different Applications and/or Visa Services. Each Developer Program may include access to certain Materials for the particular Developer Program. Access to each Developer Program may be subject to separate approval by Visa and additional terms and conditions. Visa may limit access to each Developer Program, in its sole discretion. You may only access the Developer Programs and associated Materials for which You have been given access by Visa.
  • Documentation” means collectively, the operating instructions, user manuals, help files and other documentation, in written or electronic form, made available to You that are intended to be used in connection the respective Developer Program or related Materials.
  • 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.
  • Licensed Components” means those APIs, sample code and code snippets in the SDK for the applicable Developer Program that are provided for incorporation into Applications to provide interoperability with the respective Visa Services as expressly set forth in the applicable Documentation.
  • Materials” means all documentation, materials, platforms, software and tools, including API(s), Documentation, Licensed Components, SDK(s), Test Data and Test Environment, made available to You via a Developer Program.
  • Privacy Policy” means the Visa Developer Platform Privacy Policy at https://developer.visa.com/privacy.
  • Restricted Country” means countries with which dealings by Visa are restricted or prohibited under US Trade Restrictions in force from time to time and which currently are: 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 Visa 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 Visa to You under this Agreement. The SDK specifies the APIs to be used for the respective Visa Service and may include Documentation, sample code, code snippets, Test Data and tools to assist in implementing and testing interoperability with the respective Visa 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 Visa in its sole discretion from time to time.
  • Territory” means any territory in which Visa provides access to the respective Developer Program, excluding: (i) any Restricted Country, and (ii) unless otherwise explicitly set forth in specific Terms of Use for a particular Developer Program, Andorra, Austria, Bear Island, Belgium, Bulgaria, Channel Islands, Cyprus, Czech Republic, Denmark, Estonia, Faeroe Island, Finland, France, Germany, Gibraltar, Greece, Greenland, Hungary, Iceland, Ireland, Isle of Man, Israel, Italy, Latvia, Liechtenstein, Lithuania, Luxembourg, Malta, Monaco, Netherlands, Norway, Poland, Portugal, Romania, San Marino, Slovakia, Slovenia, Spain, Sweden, Switzerland, Turkey, Vatican City, United Kingdom, including the possession and territories thereof.
  • Test Data” means any data made available by Visa or utilized by You for testing, simulating use of, or developing Applications under this Agreement.
  • Test Environment” means the testing environment made available by Visa for testing, simulating use of, or developing Applications in conjunction with a respective Developer Program 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.
  • Visa Rules” means the charter documents and bylaws of Visa and its Affiliates, the Visa Core Rules and Visa Product and Service Rules and other documents governing the participation of Visa clients and other parties in the Visa payment system, as all such documents are revised by Visa from time to time.
  • Visa Trademarks” means all Trademarks owned or licensed to Visa or its Affiliates, and any other Trademarks confusingly similar thereto or likely to cause confusion therewith.
  • Visa Services” means all services provided by or on behalf of Visa or its Affiliates.