Kernel in the Cloud Product Terms

If You are a Visa Member or not a Visa Member, the following Visa Product Terms apply to You:

I. General Terms

1. You will comply with all Documentation, including, but not limited to, all specifications, security requirements, instructions and documentation relating to the VAC APIs and VAC SDK (collectively, the “VAC Solution”), which may be modified by Visa.

2. You acknowledge and agree that Visa may collect the store name and location of the Participating Merchant (“Merchant Data”) for purposes of analytics, market research and/or product development.  You shall obtain any necessary consents and/or rights from Participating Merchants to provide Merchant Data to Visa for the purposes set forth herein (“Merchant Consents”).

3. Upon Visa’s request, You shall promptly provide feedback to Visa regarding the VAC Solution, and shall promptly notify Visa upon discovery of any issues or problems arising out of the VAC Solution as You becomes aware of such issues or problems.

4. If You becomes aware of fraud, or a security vulnerability resulting in or capable of causing such fraud, You shall notify Visa as soon as reasonably possible of such fraud or security vulnerability and You may suspend its use of the VAC Solution with respect to the affected Participating Merchant(s).

5. A mobile acceptance client SDK previously approved by Visa may be used and integrated into a Merchant Application (as defined below) without the Merchant Application requiring further security evaluation; provided, however, that such previously approved mobile acceptance client SDK has not been modified in any way following Visa’s prior approval.  Where such SDK has been modified following Visa approval, then such SDK must be re-submitted to Visa for approval following the same approval process outlined in the Visa Documentation.

II. Additional Capability Specific Terms (if applicable)

1. Application Developer:

a. You agree that the VAC Solution shall only be used at a participating Merchant’s (each, a “Participating Merchant”) physical location to enable contactless transactions on a payments-enabled mobile device that embeds the VAC Solution into a mobile application and both (i) meets Visa’s requirements set forth in the Documentation; and (ii) is approved by Visa in its sole discretion (“Approved POS Device”).

b. You will create a merchant application embedding the VAC Solution therein (the “Merchant Application”), and You will install the Merchant Application onto the Approved POS Devices.  You shall submit the Merchant Application to Visa so that Visa may inspect and approve the Merchant Application prior to enabling Participating Merchants to utilize the Merchant Application on the Approved POS Device.  Visa’s approval shall be provided in its sole discretion.

c. Prior to launching a Merchant Application, You shall work with Visa to test the Merchant Application to ensure that payment transactions initiated by the Merchant Application at each Participating Merchant location can be processed through the Acquirer’s processing platform and will provide results of such testing to Visa.

d. You represent and warrant that prior to making the Merchant Application available to a Participating Merchant, You shall ensure that the Participating Merchant must first execute a merchant agreement with You that: (i) governs the Participating Merchants use of the VAC Solution embedded into the Merchant Application; (ii) requires the Participating Merchant’s compliance with any applicable Rules and Documentation; (iii) includes Merchant Consents; and (iv) shall be no less protective of Visa, Visa’s interests, Confidential Information, and Intellectual Property Rights than the terms of this Agreement (collectively, the “Required Merchant Agreement Terms”).   Partner shall be responsible for any breach of the Required Merchant Agreement Terms by Participating Merchants.

e. You agree to implement any updates or upgrades to the Visa VAC Solution, including the VAC APIs and VAC SDKs, within a reasonable period of time and no later than six months of the respective release.

f. In the event You intend to integrate the VAC Solution with any new Acquirers in the future, You must notify Visa in advance.  Any Acquirer integrating the VAC Solution must complete additional documentation provided by Visa prior to any such integration.

2. Merchant and Terminal Onboarding and Management:

a. You agree that the VAC Solution shall only be used on Approved POS Devices (as defined in this Agreement).

b. As between You and Visa, You shall be solely responsible for support and troubleshooting assistance to the Participating Merchants.

c. In the event You intend to integrate the VAC Solution with any new Acquirers in the future, You must notify Visa in advance.  Any Acquirer integrating the VAC Solution must additional documentation provided by Visa prior to any such integration.

3. Authorization Flow:

a. You agree to populate 60.1 (POS entry mode), 60.2 (payment type), and FFI indicator fields in authorization (and in clearing).

b. No additional terms shall apply; provided, however, You shall comply with the terms set forth in this Agreement, including, but not limited to, all Documentation.

4. Online PIN: You further acknowledge and agree that any online PIN keys are Confidential Information and not to be shared with any third parties.