Visa may make Materials for separate Programs available on Visa Digital Partner Services Site. Participation in each Program may be subject to additional agreements, and access to certain Materials for any Program subject to such additional agreements, and Your rights to use such Materials, if any, are subject to those agreement(s) You have executed with Visa related to such Programs and Materials (such agreements, “Other Agreements”). Visa may limit access to each Program, in its sole discretion.
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 acceptance, 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 entity that employs you or that you represent; (v) this Agreement constitutes a legal, valid and binding obligation, enforceable against You 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 Visa or any third party; and (viii) You are not a Restricted Person.
2. Account Enrollment.
2.1. Account Enrollment.
In order to access the Visa Digital Partner Services Site and Materials, You must obtain a Partner Account in accordance with the instructions provided by Visa. You agree not to share Your login credentials for the Partner Account with any other person. You agree to notify Visa immediately of any unauthorized access or use of Your password or Partner Account or any other breach of security. Only Authorized Users may access the Partner Account, and the Authorized Users must have their own login credentials approved by Visa. You must restrict access to Your Partner Account solely to Authorized Users, and Authorized Users are not permitted to share their login credentials with other Authorized Users. You shall be responsible for any use of Your Partner Account and any breach of this Agreement by Your Authorized Users, employees, agents and contractors in the same manner as if conducted by You.
2.2. Verification and Authentication.
You understand and agree that during the process of obtaining a Partner Account, Visa may require You to submit, and Visa will collect, certain information, both public and non-public, about You for the purpose of considering Your eligibility for a Partner Account to access a Program, and to authenticate Your identity. You further understand that Visa may transfer the information You provide to us to third parties and Affiliates assisting Visa in the provision, administration and management of, and in evaluating Your eligibility for, a Program. Visa reserves the right to approve, decline, suspend or terminate Your Partner Account at any time in its sole discretion.
2.3. Costs and Expenses.
You are solely responsible for all costs and expenses related to Your use of and participation in the Programs and Materials (except as expressly provided in Other Agreements) and the Visa Digital Partner Services Site, including, without limitation, the development of any applications, as applicable. In any event, Visa will not reimburse You for any costs or expenses.
3. Access and Licenses.
3.1. Visa Digital Partner Services Site.
3.1.1. Subject to Your compliance with the terms and conditions of this Agreement, and for the Term of this Agreement, Visa grants You the right to access and use the Visa Digital Partner Services Site for Your internal commercial use only in connection with Your participation in a Program and in accordance with this Agreement.
126.96.36.199. You may not access or use the Visa Digital Partner Services Site in any way that could or is intended to damage or impair the Visa Digital Partner Services Site, or any server or network underlying the Visa Digital Partner Services Site, or interfere with anyone else's use and enjoyment of the Visa Digital Partner Services Site.
You may not use automated systems (e.g., robots, spiders, etc.) to access the Visa Digital Partner Services Site. You agree not to collect personally identifiable information of other users of the Visa Digital Partner Services Site or to sell or otherwise exploit that information.
VISA RETAINS THE RIGHT TO DENY ACCESS TO THE VISA DIGITAL PARTNER SERVICES SITE TO ANYONE WITHOUT NOTICE AT ITS COMPLETE DISCRETION FOR ANY REASON, INCLUDING FOR VIOLATION OF ANY OF THESE TERMS.
3.1.2. You agree that: (i) You are responsible for Your use of the Materials (except as expressly provided in Other Agreements) and the Visa Digital Partner Services Site, as well as any information or data on, generated, or derived from the Visa Digital Partner Services Site (collectively, the Materials, the Visa Digital Partner Services Site, and any other information or data on, generated, or derived from the Visa Digital Partner Services Site , the “Site”); (ii) Visa has no obligation to maintain or provide the Visa Digital Partner Services Site (except as expressly provided in Other Agreements), Materials (except as expressly provided in Other Agreements), or other information or data on its servers and reserves the right to delete from its systems all such information or data on regular intervals without notice; and (iii) Visa has no obligation to monitor or validate any information submitted or uploaded by You on or through a Partner Account.
3.1.3. Notwithstanding anything to the contrary, except as expressly provided in Other Agreements, 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 or otherwise use or export any Materials, or use the Site, or any portion thereof, in violation of Law; engage in any activity, including, without limitation, the development or distribution of any software (whether in the form of object code or source code), 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 product or service 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 create derivative works from the Materials or any portion thereof (except to the extent any such prohibition is prohibited by Law); use the Site, or any portion thereof, or extract, scrape or otherwise deconstruct any of the Site, for the purpose of using individual data elements, combining data elements, compiling, enhancing, verifying, supplementing, or otherwise modifying databases, lists, or directories of any kind, including, without limitation, 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 Site in any manner or for any purpose that violates any Law or any right of any person, including, without limitation, any Intellectual Property Rights or rights of privacy; or otherwise use or exploit the Site or any portion thereof 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 either a) accompanied by a separate license or b) governed by an Other Agreement, in which case the terms of that license or Other Agreement will govern, respectively.
3.1.5. Open Source Software.
The Materials may contain software or other material that is subject to terms that, as a condition of use, copying, modification or redistribution, require such software, material 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 (such software or material, “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 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 for the Term of this Agreement to (i) access, review, and use any information, documents, notes, test results or materials that You upload to the Visa Digital Partner Services Site, and (ii) use Your Trademarks to publicize Your usage of a Program, Visa Services, the Visa Digital Partner Services Site, and /or the Materials (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 Program, Visa Services, the Visa Digital Partner Services Site, and/or the Materials.
3.3. Licenses to You.
3.3.1. For Documentation You can access on the Visa Digital Partner Services Site without having to execute an Other Agreement (such Documentation, the “Accessible Documentation”), Visa grants to You a non-exclusive, non-transferable license for the Term of this Agreement to (i) make a reasonable number of copies of the Accessible Documentation and (ii) use the Accessible Documentation for Your internal commercial use only in connection with Your participation in a Program.
3.4. 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 a Program or Site, any patent infringement claim regarding the Program or Site or any portion, functionality or other characteristics thereof.
4. Compliance with Law.
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 Partner Account, or the Site, including, without limitation, the Visa Rules, all applicable privacy requirements and all applicable Trade Restrictions (each of the foregoing in this Section 4.1 a “Law” and, collectively, “Laws”). You shall not use the Partner Account or the Site 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.
5. Links; Submissions.
Visa's policy is to not accept or consider unsolicited submissions, including, without limitation, ideas, or suggestions, either via the Visa Digital Partner Services Site, email or other means. You understand Visa may or may not review unsolicited submissions. However, if You do still transmit to Visa, via the Visa Digital Partner Services Site email or otherwise, any unsolicited submission or any feedback, input, suggestions, reports, data or recommendations, in writing, orally, by demonstration or otherwise, concerning the Program or Visa Services or Site (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 fully exploit such Input and any associated 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. For the avoidance of doubt, product submissions and test results are not considered an unsolicited submission under this Agreement.
6. Data Privacy and Security.
6.1. Visa and its Affiliates may collect, transmit, maintain, process, share, disclose and use any information related to Your use of the Site, including, without limitation, information about You and Your Authorized Users. The Digital Partner Services Privacy Notice describes how the platform collects, transmits, maintains, processes, shares, discloses, protects and uses Personal Information, including in connection with any news and updates sent to You by email.
6.2. Visa has the right to disclose Your identity to any third party who is claiming that any content posted, uploaded, transmitted or distributed by You through the Visa Digital Partner Services Site constitutes a violation of their Intellectual Property Rights, or of their right to privacy provided that Visa is under a legal obligation to disclose such information.
6.3. Visa may offer You the choice to receive news and Updates by email. No fee is charged for sending news and Updates emails to You, but third-party data rates may apply.
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 the earlier of (a) the date terminated as permitted hereunder, or (b) the date You (i) become a Restricted Person, (ii) make a general assignment for the benefit of creditors, (iii) file a voluntary petition of bankruptcy, suffer or permit the appointment of a receiver for its business or assets, (iv) become subject to any proceedings under any bankruptcy or insolvency law where such proceedings have not been dismissed within sixty (60) days, or (v) have wound up or liquidated, voluntarily or otherwise (“Term”).
8.1. Termination for Material Breach.
Visa may terminate this Agreement immediately without notice in the event of Your material breach of any provision of this Agreement.
8.2. Termination for Convenience.
Visa may terminate all or part of this Agreement upon thirty (30) days prior written notice to You.
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 Partner Account, the Site and any derivative work thereof and return to Visa all 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, 2.2, 2.3, 188.8.131.52, 3.1.2-3.1.5, 3.4, 4-6, and 8-15 shall survive any termination of this Agreement.
9. Intellectual Property.
9.1. Visa. As between Visa and You, Visa owns, and shall retain, all right, title and interest in and to the Site, Visa Services, Program, Partner Account, Materials, 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 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. 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 (a) is reasonably required to have such access to effect the purpose of this Agreement, and (b) has written and binding agreements with You to protect the unauthorized use and disclosure of Confidential Information consistent with the terms and conditions hereof. You agree to insure the protection of all Confidential Information from unauthorized disclosure and in any event, to take precautions at least as great as those taken to protect Your own information of a similar nature. 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 without requirement of posting a bond or providing special evidence.
10.2. For avoidance of doubt, You may not use or disclose any 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 Confidential Information for any patents or patent applications or file or prosecute any patents or patent applications for inventions based on any Visa Confidential Information, Visa and its Affiliates shall have and are hereby granted a fully paid-up, royalty-free, worldwide, perpetual, irrevocable, non-exclusive license to exercise all rights under such patents and patent applications, including the right to grant and authorize sublicenses.
THE VISA SERVICES, SITE, PARTNER ACCOUNT, PROGRAM AND ALL INFORMATION AND OTHER CONTENT CONTAINED ON OR MADE AVAILABLE THROUGH THE VISA DIGITAL PARTNER SERVICES SITE ARE 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, SITE, PARTNER ACCOUNT, PROGRAM AND/OR ANY INFORMATION AND OTHER CONTENT CONTAINED ON OR MADE AVAILABLE THROUGH THE VISA DIGITAL PARTNER SERVICES SITE 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.
Without limiting the foregoing and for avoidance of doubt, Visa, its Affiliates, and their respective licensors, shall not be liable for, and hereby expressly disclaim any liabilities and warranties with respect to, any Open Source Software or other third party components of the Site. 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.
12. LIMITATIONS OF LIABILITY.
12.1. TO THE FULL EXTENT PERMITTED UNDER APPLICABLE LAWS, UNDER NO CIRCUMSTANCES WILL VISA OR ANY OF ITS AFFILIATES (OR ANY OFFICERS, DIRECTORS, EMPLOYEES OR AGENTS OF VISA, OR ITS AFFILIATES) (COLLECTIVELY, THE “VISA PARTIES”) BE LIABLE FOR:
· ANY INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL OR EXEMPLARY DAMAGES (HOWEVER ARISING);
· LOST REVENUE, LOST PROFITS OR LOST ANTICIPATED PROFITS;
· LOST BUSINESS; INJURY TO BUSINESS REPUTATION OR GOODWILL; OR
· 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.
12.2. VISA AND ITS AFFILIATES DO NOT EXCLUDE OR LIMIT THEIR LIABILITY TO YOU IN ANY WAY WHERE IT WOULD BE UNLAWFUL TO DO SO. TO THE EXTENT PERMITTED UNDER APPLICABLE LAW, IN NO EVENT WILL VISA AND ITS AFFILIATES’ TOTAL CUMULATIVE LIABILITY TO YOU, WHETHER ARISING IN TORT (INCLUDING NEGLIGENCE), CONTRACT OR OTHERWISE, ARISING OUT OF OR RELATING TO THIS AGREEMENT OR ANY PARTNER ACCOUNT, PROGRAM OR MATERIALS, EXCEED A TOTAL OF TEN THOUSAND DOLLARS ($10,000).
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, or Site (b) any breach or alleged breach by You of any representation, warranty, or obligation contained in this Agreement or any terms required by Visa; (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 content, documentation or other materials posted or otherwise provided by You, (f) any infringement or alleged infringement of a patent, copyright, Trademark or other Intellectual Property Rights relating to this Agreement; or (g) any alleged or actual violation by You of any 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.
14. Copyright Infringement Claims.
14.1. Visa has adopted and implemented a policy that provides for notification and removal of content that allegedly infringes the rights of copyright holders. If You believe that Your work has been copied in connection with this Agreement in a way that constitutes copyright infringement, please provide Visa's Copyright Agent the following information set forth in this Section 14.
14.1.1. Identification of the copyright work claimed to have been infringed or, if multiple copyrighted works at a single online website are covered by a single notification, a representative list of such works at that website;
14.1.2. Identification or explanation of Your rights in the copyright work(s) including the creator of the work and when the work was made or how You came to be the owner of the copyright work or otherwise entitled to request removal of allegedly infringing content;
14.1.3. Identification of the material that is claimed to be infringing or to be the subject of infringing activity and that is to be removed or access disabled, along with all information reasonably necessary for us to locate the material;
14.1.4. Information reasonably sufficient to permit us to contact You as the complaining party including Your name, address, telephone number, email address and (if relevant) details of the same for anyone authorized to act on Your behalf;
14.1.5. An explanation as to Your good-faith belief that the use of the material in the manner complained of is not authorized by the owner, its agent, any license or by law; and
14.1.6. A statement confirming that the evidence and explanation provided are true to the best of Your knowledge and belief as the copyright owner or the party or individual acting on their behalf or under license. If You fail to provide the above information Your complaint may not be dealt with.
14.2. Visa or its Copyright Agent may (in its sole discretion) request further documentation or information from You after receiving the complaint. Failure to respond to such a request or provide relevant evidence may mean Your complaint cannot be processed or dealt with effectively.
14.3. In order to submit a complaint, please contact Visa's Copyright Agent by email to [email protected] or in writing to Agent for Copyright Claims, Visa U.S.A. Inc., P.O. Box 8999, San Francisco, California 94128.
14.4. Without limiting any of Visa's rights hereunder or its rights under law, Visa retains the right, in its sole discretion, to terminate any user's Partner Account for repeated copyright violations.
14.5. By submitting a complaint or notification You warrant that You have not misrepresented that material or activity is infringing and You agree to indemnify Visa in respect of all liabilities, costs, expenses, damages or losses (including any direct, indirect, or consequential losses, loss of reputation, and all interest, penalties and legal costs) and all other costs and expenses suffered or incurred by Visa arising out of or in connection with a breach of this warranty.
14.6. If You believe that Your work that was removed (or to which access was disabled) is not infringing, or that You have the authorization from the copyright owner, the copyright owner's agent, or pursuant to the law, to post and use the material, You may send a counter-notice containing the following information to Visa’s Copyright Agent:
14.6.1. Identification of the work that has been removed or to which access has been disabled and the location at which the work appeared before it was removed or disabled;
14.6.2. A statement that You have a good faith belief that the work was removed or disabled as a result of mistake or a misidentification of the work or an explanation as to why You have a legal defense to the allegations of infringement; and
14.6.3. Your name, address, telephone number, and e-mail address.
14.7. Visa may send a copy of Your counter-notice to the original complaining party informing them that the counter-notice has been submitted. Unless the complainant files an action seeking a court order against the provider or user of the work, the removed work may be replaced, or access to it restored, by Visa in 10 to 14 business days after receipt of the counter-notice.
15. General Provisions.
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.
15.2. 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.
15.3. Visa Contracting Entities.
15.3.1. With respect to regions or countries/territories in regions specified in this Section 15.3 of this Agreement, the following are considered the “Visa Contracting Entity” based on where You are domiciled:
i. Canada Region: Visa Canada Corporation
ii. Central and Eastern Europe, Middle East and Africa Region: Visa International Services Association
iii. Asia Pacific Region: Visa Worldwide Pte. Limited
iv. Europe Region: Visa Europe Limited
v. Latin American and Caribbean Region:
1. Brazil: Visa do Brasil Empreendimentos Ltda.
2. Bolivia, Colombia, Costa Rica, El Salvador, Guatemala, Honduras, Nicaragua, Panama, Paraguay, Peru, Uruguay, and Venezuela: Visa International Servicios de Pagos Espana S.R.L.U.
3. Other than countries specified in Sections 15.3.1(v)(1-2), all other countries in the Latin American and Caribbean Region: Visa International Services Association
vi. United States and its territories: Visa International Services Association
15.3.2. Notice to Visa.
You agree that all notices to Visa shall be sent by either email or certified or registered mail, return receipt requested, to the following addresses for the relevant Visa Contracting Entity:
Visa Canada Corporation:
77 King Street West, Suite 4400 North Tower
Toronto, ON, M5K 1J5, Canada
Email: [email protected]
Visa do Brasil Empreendimentos Ltda.:
3 Andar Torre Norte,
Av. Pres. Juscelino Kubitschek, 1909 - Vila Nova Conceição
São Paulo, Brazil
Email: [email protected]
Visa Europe Limited:
1 Sheldon Square
London, W2 6TT
Email: [email protected]
Visa International Service Association:
900 Metro Center Blvd.
Foster City, CA 94404
Email: [email protected]
Visa International Servicios de Pago España S.R.L., MP 10 Centro de Negocios:
Marques del Puerto 10, 1ª dicha, Oficina no. 1, 48008, Bilbao, Spain
Email: [email protected]
Visa Worldwide Pte. Limited:
71 Robinson Road #08-01
Singapore 068895, Singapore
Email: [email protected]
15.3.3. Where Visa Worldwide Pte. Limited is the Visa Contracting Entity, this Agreement shall be governed by the laws of Singapore, excluding any “conflicts of laws” or similar rules that would mandate or permit application of the substantive law of any other jurisdiction. All disputes arising out of or in connection with this Agreement shall be finally settled and resolved by arbitration administered by the Singapore International Arbitration Centre (“SIAC”) in accordance with the Arbitration Rules of the SIAC for the time being in force (which rules are deemed to be incorporated by reference in this clause), by three (3) arbitrators appointed in accordance with the Arbitration Rules of the SIAC. The seat, or legal place, of arbitration shall be Singapore. The language to be used in the arbitral proceedings shall be English. The foregoing, however, shall not preclude the parties from applying for a preliminary or injunctive remedies available under applicable laws for any purpose.
15.3.4. Where Visa do Brasil Empreendimentos Ltda. is the Visa Contracting Entity, this Agreement and any non-contractual obligations arising out of it are governed by the laws of Brazil, excluding any “conflicts of laws” or similar rules that would mandate or permit application of the substantive law of any other jurisdiction. Each party agrees that all actions, proceedings or counterclaims arising out of or relating to this Agreement or any of the transactions contemplated hereby shall be brought in a court with competent jurisdiction in Sao Paulo, Brazil. In connection with any such actions, proceedings or counterclaims, each party shall submit to the exclusive jurisdiction of either such court, agrees to venue in either such court, and waives any objection to venue laid therein.
15.3.5. Where Visa International Service Association is the Visa Contracting Entity, excluding where You are domiciled in the United States and its territories or Latin America and Caribbean Region, this Agreement and any non-contractual obligations arising out of it are governed by the laws of the state of New York, U.S.A., excluding any “conflicts of laws” or similar rules that would mandate or permit application of the substantive law of any other jurisdiction. All disputes arising out of or in connection with this Agreement shall be finally settled and resolved by confidential arbitration in accordance with this Agreement and, where not inconsistent with this Agreement, with the Rules of Arbitration of the International Chamber of Commerce then in effect, which rules are hereby incorporated by reference. The seat (location) of the arbitration shall be in DIFC, Dubai, UAE. The arbitration shall be conducted in English by three arbitrators, one appointed by each party and one jointly appointed arbitrator. Any exchange of information by the parties shall be limited to that which a party intends to use as evidence. Except as may be required by law or this Agreement, the panel is not empowered to award punitive or exemplary damages; pre-award interest; or consequential damages, including lost profits. The arbitrators’ costs shall be borne by the parties equally, and each party shall bear its own arbitration costs. A reasoned award issued in writing by the panel shall be final and binding upon the parties. If not fully satisfied within thirty days, such award may be enforced in any court of competent jurisdiction. Nothing in this clause limits the right of a party to obtain provisional remedies from a court of competent jurisdiction.
15.3.6. Where Visa Canada Corporation is the Visa Contracting Entity, this Agreement shall be governed by and construed in accordance with the laws of the Province of Ontario and the laws of Canada applicable therein and the parties hereby irrevocably attorn to the non-exclusive jurisdiction of the courts of Ontario. If You are located in the Province of Quebec, the parties have required that this Agreement be drawn up in English. Les parties ont demandé que le présent soient rédigés en anglais.
15.3.7. Where Visa Europe Limited is the Visa Contracting Entity, this Agreement and any non-contractual obligations arising out of it are governed by and construed in accordance with the laws of England and Wales. Each party agrees that all actions, proceedings or counterclaims arising out of or relating to this Agreement shall be brought in the courts of England. In connection with any such actions, proceedings or counterclaims, each party shall submit to the exclusive jurisdiction of such court, agrees to venue in such court, and waives any objection to venue laid therein.
15.3.8. Where Visa International Service Association (and You are domiciled in the United States or its territories or the Latin America and Caribbean Region) is the Visa Contracting Entity, this Agreement and any non-contractual obligations arising out of it are governed by the laws of the state of New York, U.S.A., excluding any “conflicts of laws” or similar rules that would mandate or permit application of the substantive law of any other jurisdiction. Each party agrees that all actions, proceedings or counterclaims arising out of or relating to this Agreement or any of the transactions contemplated hereby shall be brought in the United States District Court for the Southern District of New York (or should such federal court lack competence to hear such actions, proceedings or counterclaims, in a state court with competent jurisdiction in New York). In connection with any such actions, proceedings or counterclaims, each party shall submit to the exclusive jurisdiction of either such court, agrees to venue in either such court, and waives any objection to venue laid therein.
15.3.9. Where Visa International Servicios de Pagos Espana, S.R.L.U. is the Visa Contracting Entity, this Agreement and any non-contractual obligations arising out of it are governed by the laws of the state of New York, U.S.A., excluding any “conflicts of laws” or similar rules that would mandate or permit application of the substantive law of any other jurisdiction. Each party agrees that all actions, proceedings or counterclaims arising out of or relating to this Agreement or any of the transactions contemplated hereby shall be brought in the United States District Court for the Southern District of New York (or should such federal court lack competence to hear such actions, proceedings or counterclaims, in a state court with competent jurisdiction in New York). In connection with any such actions, proceedings or counterclaims, each party shall submit to the exclusive jurisdiction of either such court, agrees to venue in either such court, and waives any objection to venue laid therein.
15.4. Compliance with Trade Restrictions.
acknowledge that You and none of Your subsidiaries, directors or officers are
an individual or entity that is, or is owned or controlled by persons that are:
(i) the subject of any sanctions administered or enforced by the U.S.
Department of the Treasury’s Office of Foreign Assets Control (“OFAC”), the
United Nations Security Council, the European Union, His Majesty’s Treasury, or
other relevant sanctions authority, or (ii) located, organized or resident in a
country or territory that is, or whose government is, the subject of
15.4.2. You shall not, directly or indirectly, make available any Visa Materials to any person that is, or in any country or territory that is, or whose government is, the subject of sanctions administered or enforced by OFAC, the United Nations Security Council, the European Union, His Majesty’s Treasury, or other relevant sanctions authority, or in any other manner that would result in a violation of such sanctions by Visa.
15.4.3. You shall comply with all United States, European Union, and United Kingdom sanctions and export control laws and regulations.
15.4.4. You covenant to Visa that You shall not cause Visa to be in violation of any regulation administered by OFAC, the European Union, His Majesty’s Treasury, Bureau of Industry and Security (BIS) or other export control or relevant sanctions authority.
15.4.5. You expressly agree and acknowledge that Visa's ability to perform under this Agreement is subject to Visa's compliance with applicable sanctions and export control laws and regulations, including, without limitation, those administered by OFAC. You agree that any refusal or failure by Visa to perform its obligations hereunder on account of compliance with sanctions or export control laws and regulations shall not constitute a breach of any obligation under this Agreement and hereby waives any and all claims against Visa for any loss, cost or expense, including, without limitation, consequential damages, that You may incur by virtue of such refusal or failure.
15.4.6. Upon Visa’s written request, You shall use commercially reasonable efforts to assist Visa with obtaining any export licenses required.
15.4.7. Any breach by You of this Section 15.4 is a material breach, entitling Visa to terminate this Agreement immediately pursuant to Section 8.1.
15.5. 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.
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.
15.7. 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.
15.8. Notices 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 Partner Account and/or posted within a Program.
15.9. Changes to the Agreement.
Visa reserves the right to change or modify this Agreement, at any time without notice to You. Revisions shall be effective as of the date made available by Visa to You, which can include by updating this posting. You are bound by such revisions and should therefore visit these pages to review the current Agreement from time to time. If You do not agree to any modification of this Agreement, You must immediately stop accessing and using Your Partner Account and the Site.
15.10. Severability; Headings.
Should any part or provision of this Agreement be held unlawful, void, invalid or unenforceable, that portion shall be deemed severable from this Agreement and shall not affect the validity and enforceability of any remaining provisions.
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.
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.
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.
15.13. 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 this 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 Partner Account, Visa Digital Partner Services Site, 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 Digital Partner Services Site or Visa Services, or other catastrophes or any other occurrences which are beyond such Visa's reasonable control.
15.14. Entire Agreement.
Except as provided herein, this Agreement constitutes the entire agreement between You and Visa pertaining to their subject matter. Certain provisions of this Agreement may be superseded or added to by designated legal notices or terms located on particular pages, applications, tools or other Materials that You may access within the Visa Digital Partner Services Site. In the event of any conflict or inconsistency between the terms and conditions hereof and any terms or conditions set forth in any Program agreement (including Other Agreements), the terms and conditions set forth in the Program agreement shall prevail. This Agreement and any related documents may be accepted in electronic form (e.g., by an electronic or other means of demonstrating assent) and Your acceptance will be deemed binding between You and Visa. You hereby agree, without limitation, that You will not contest the validity or enforceability of this Agreement and any related documents. Nothing contained herein shall alter or amend any rights or obligations that a party may have under the Visa Rules.
15.15. 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.
“Authorized Users” means Your employees, agents and contractors who (i) have a demonstrable need to access and use Your Partner Account as permitted under this Agreement, and (ii) have agreed in writing to be bound by and comply with Your obligations under this Agreement.
“Confidential Information” means any non-public data or information provided to You under this Agreement, oral or written, that relates to Visa or its Affiliates, including, without limitation, Visa IP, the Materials (except as expressly provided in Other Agreements), analysis and performance information relating to any Program or Visa Services, and other technical, business, product, marketing and financial information, pricing, plans, and data.
“Documentation” means collectively, the operating instructions, user manuals, help files, lists of approved products, lists of approved test tools, lists of accredited labs, and other documentation, in written or electronic form, made available to You that are intended to be used in connection with the respective Program or other Materials provided in connection with such Program.
“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.
“Materials” means all documentation, materials, platforms, software and tools, including Documentation, software, software development kits (“SDKs”), Updates, test data and test environment (if any), made available to You via a Program.
“Partner Account” means the account by which You and/or Authorized Users gain access to the Visa Digital Partner Services Site, subject to the terms and conditions of this Agreement.
“Personal Information” means information that can be used to identify an individual.
“Privacy Notice” means the Digital Partner Services Privacy Notice at https://usa.visa.com/legal/global-privacy-notice.html .
“Program” means a program, product or service provided by Visa or its Affiliates through this Visa Digital Partner Services Site.
“Restricted Country” means countries with which dealings by Visa are restricted or prohibited under Trade Restrictions in force from time to time.
“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: https://www.trade.gov/consolidated-screening-list ); (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.
“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.
“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. administered by the US Department of Commerce, Bureau of Industry and Security and the regulations administered by the US Department of the Treasury’s Office of Foreign Assets Control and any applicable jurisdictions to which the parties are subject.
“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.