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.
2.4. 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.
3.1. Developer Programs.
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.
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.
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
5.2. 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.
5.4. 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.
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.
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.
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.
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.
14.7.1. 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:
Attention: Office of the General Counsel
PO Box 8999
San Francisco, CA 94128-8999
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.
14.15. Additional Definitions.