5.1.3. Test Environment; Production. All Visa Products in the Developer Platform are free to use in Test Environment, but, prior to their use in production, require Visa’s Solution Approval and creation by You of a Developer Account. You may only access and use the Visa Product and its corresponding Materials for which Visa has provided You Solution Approval. For more details, see the Solution Approval section below.

5.1.4. Costs and Expenses. You are solely responsible for all fees, costs and expenses related to Your access and use of the Developer Platform and Materials, including the development of any Applications. Visa will not reimburse You for any such fees, costs or expenses.

5.1.5. Changes to Visa Products or APIs. Visa reserves the right to, at any time, limit, modify, or terminate any Visa Products.

5.2.        Developer Account.

5.2.1.  Developer Account. In order to use the Developer Platform, You must register for and obtain 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 the Developer Platform and related Materials. Your registration must include Your name. 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 the Developer Platform, and to authenticate Your identity. You agree not to share Your login credentials with any other person. Visa reserves the right to approve, decline, suspend or terminate Your Developer Account at any time in its sole discretion. Visa may require You to change Your Developer Account password from time to time at its sole discretion. If You do not change Your password within the respective time frame provided by Visa, You may get locked out of Your Developer Account.

5.2.2. Unauthorized Access. You must restrict access to Your Developer Account solely to Authorized Users. 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 are responsible for any use of Your Developer Account and, if You are an Organization, any breach of this Agreement by Your Personnel in the same manner as if conducted by You (i.e., the Organization).

5.3. Testing. You agree that: (i) You are responsible for Your use of the Test Environment and Your use and handling of all Test Data, whether provided by Visa or submitted by You as well as any data generated or derived from that data; (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 Products is not permitted; (v) Visa has no obligation to monitor or validate any information submitted or uploaded by You on or through a Developer Account; and (vi) You agree to provide Visa with reasonable cooperation and assistance as may be required to launch and manage Your use or access of any Visa Products made available through the Developer Platform.

5.4.        Production.

5.4.1.     Solution Approval.

                         i. Your access and/or use of each Visa Product in a production environment must be pre-approved by Visa on an individual basis.

                        ii. If You are an Organization, to request such access and/or use (including the Territory of such requested access and/or use), You shall submit in writing each proposed access and/or use of each Visa Product to Visa for review and approval in accordance with the solution approval process, certification process or other technical, functional, brand or consumer experience review in accordance with Visa’s documents or procedures for such Visa Product. Each such request must fully describe Your proposed use or access, including (i) all use cases for the proposed access and/or use, (ii) the Application that will access and/or use the Visa Product, and (iii) whether You intend or propose to resell, bundle or act as a system integrator with respect to, any Application that will access and/or use the Visa Product. Visa will determine whether to approve, certify, authorize or otherwise permit any such proposed access and/or use (jointly, the “Solution Approval”), and whether such Solution Approval will be subject to any terms and conditions, which may include making changes to Your proposed access and/or use, or the Application that would interface with the Visa Product for which You are seeking Solution Approval. You agree that no Solution Approval constitutes any representation or acknowledgement by Visa that Your Application complies with applicable Laws.

                         iii. If You are an Individual, Visa may only provide Solution Approval through a separate, written and signed document.

                        iv. Visa reserves the right to revoke, revise, require correction or resubmission of, or request further information prior to granting, any Solution Approval. Visa reserves the right to impose additional terms and conditions upon review of the submitted information. Visa reserves the right to revoke any Solution Approval upon changes in an Application or changes in Visa’s requirements, as further described in Visa’s Documentation.

                       v. After Visa grants a Solution Approval, You shall make such approved or certified Applications available to companies, issuers, merchants, consumers or other end users as may be further specified in Visa’s Documentation. 

                       vi. You must request Solution Approval prior to modifying (i) Your access and/or use of the Visa Product available through the Developer Platform (even if Visa had provided Solution Approval for a different access and/or use of such Visa Product) or (ii) any aspect of Your Application that interacts with, and/or uses the output of a, Visa Product.

                        vii. If Visa provides Solution Approval for an Application that will be resold, bundled or enabled through system integration services and any endpoints (e.g., companies, issuers, merchants, consumers, or other end users, as applicable) who access such Application (“Endpoints”), then You shall be responsible for ensuring that the Endpoints meet Visa’s requirements set forth in this Agreement and Visa Product Terms. For clarity, You shall be responsible to (1) flow-down obligations, commitments and covenants under this Agreement to each Endpoint and (2) cooperate with Visa to enforce such obligations, commitments and covenants. If Your Application’s Endpoints do not meet the requirements set forth in this Agreement and the corresponding Visa Product Terms, then Visa may immediately terminate such Application’s access and use of any Visa Product available through the Developer Platform.

5.4.2.     Agents.

                         i. If You are an Organization that is a Visa Member, in order to provide any credentials for certification and/or production access and use to Visa Products to a third party technology provider (the “Agent”), You must (i) request and obtain authorization from Visa and (ii) comply with the requirements set by Visa to provide such credentials to the Agent. You agree that the Agent is Your ‘Third Party Agent’ (as defined in such Visa Rules), and the Visa Rules about Third Party Agents shall apply to Your relationship with Your Agent pursuant to this Agreement. As a prerequisite for Visa to accept Your request to grant Your Agent the aforementioned credentials: (1) Visa must receive a copy of a written document signed by You (the Visa Member), where You (a) authorize Your Agent to act on Your behalf and (b) assume full liability for and indemnify Visa for the acts and omissions of the Agent, in each case, when using any credentials for certification and/or production access to such relevant Visa Product; and (2) the Visa Member must have (a) registered with Visa the Agent as the Visa Member’s ‘Third Party Agent’ (as that term is defined in the Visa Rules) and (b) demonstrated the Agent is PCI DSS compliant, if required by Visa. Each Agent must be pre-approved individually by Visa, and a designation of an Agent is non-transferable and non-assignable.

                        ii. In accessing and using Visa Products, an Agent must, and its Visa Member must cause the Agent to, comply with the obligations in this Agreement required of the Visa Member for which it has been designated an Agent.

                       iii. The Agent and its corresponding Visa Member are alone responsible for their relationship, including, but not limited to, communicating about any Visa Product as well as service, technical and implementation support.

                       iv. To avoid doubt, Organizations that are not Visa Members, and Individuals, may not have Agents.

6.      Licenses.

6.1.  Evaluation License. Subject to and conditioned upon Your compliance with the terms and conditions of this Agreement, Visa grants You a personal, nonexclusive, non-sublicensable, 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 Visa Products are not modified and interoperability with the Visa Products 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.

6.2. License for Materials. You agree that You will use the Materials (except the Licensed Components) 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 Visa Product Terms for such Visa Products.

6.3. Reproductions. Any permitted 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.

6.4. Production License. Upon receiving Solution Approval by Visa and subject to any conditions in such Solution Approval, the license in the Evaluation License Section above, shall convert from an evaluation to a production license to use the Visa Products for which Visa has granted You Solution Approval, subject to any conditions specified in such Solution Approval, including, but not limited, to the Territory of such access and use.

6.5. No Unlawful or Prohibited Use. Notwithstanding anything in this Agreement to the contrary, You shall not (and shall have no right to):

6.5.1.     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;

6.5.2.     sublicense (or purport to sublicense), assign, distribute, publish, transfer, or otherwise make available 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;

6.5.3.     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 laws or regulations;

6.5.4.     engage in any activity, including 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 Products or any Visa platforms, servers, or systems, or those of any of its Affiliates or any third party;

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

6.5.6.     disclose, decompile, reverse engineer, disassemble, decode, adapt, rent, lease, loan, distribute, or, except as expressly set forth in Section 6.1(i), create derivative works from the Materials or any portion thereof, or otherwise attempt to derive or engage in unauthorized use of the Materials or any portion thereof;

6.5.7.     use the Materials or any associated data or content, or extract, scrape, decode, 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, marketing purposes, 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;

6.5.8.     combine the Materials or any associated data or any portion thereof with any software, technology, services, or materials not authorized by Visa;

6.5.9.     attempt to circumvent any security measures or technical limitations;

6.5.10.   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;

6.5.11.   if the Territory is the United States, use the Visa Products or the Materials to provide any credit reporting information or for any “permissible purpose” as defined by the U.S. Fair Credit Reporting Act; or

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

6.6. 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, this Agreement will govern such Updates, unless accompanied by a separate license, in which case the terms of that license will govern. Visa reserves the right to, with prior notification, schedule maintenance windows (including, but not limited to, deploying Updates). During such maintenance windows, one or more Visa Products may not be available in whole or in part.

6.7. 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 portions of the Materials to be subject to any Open Source Software licensing terms or obligations.

6.8. Licenses to Visa. You grant Visa and Visa Affiliates a non-exclusive, non-transferable license during the term of this Agreement to use Your Applications and review the code in Your Applications to ensure that such Application complies with this Agreement.

7.  Submissions. If You transmit to Visa any Feedback  in any form or manner, 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 or exploit, such Feedback and any related Intellectual Property Rights, 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 Feedback You provide for any purpose whatsoever, including, without limitation, developing and marketing products, services and content. Furthermore, any Feedback 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. No Patent Infringement Claims. 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 Visa Products or the Materials, any patent infringement claim regarding the Visa Products or the Materials or any portion, functionality or other characteristics of the foregoing.

9. Compliance with Law. You agree to comply, at Your own expense, with all 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, inquiry, prosecution, or legal action. You shall cooperate with Visa in any investigation, inquiry, prosecution or legal action relating to Your access and/or use of a Visa Product.

10. Application Requirements. Each Application that accesses and/or uses a Visa Product or for which You must use Materials, must comply with the following criteria and requirements: (i) comply with all applicable Laws; (ii) the Application 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; (iii) the 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; (iv) You must either own all content used in Your Application, or have permission from the content owner to use it in Your Application; and (v) the Application 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.

11.  Non-Visa Members. If You are not a Visa Member, the following additional provisions apply to You:

11.1.  Audit Rights; Books & Records.  During the Term and for 3 years thereafter, You will maintain complete and accurate records concerning Your (and Your subcontractors, if applicable) performance under this Agreement and compliance with applicable Law.  These records will include but not be limited to control audits, information security policies and process documents, internal and external risk assessments, event logs, compliance certificates, OFAC compliance responsibilities, business resumption testing reports and, to the extent applicable, anti-money laundering compliance responsibilities, reports for monitoring potential suspicious activity and reports for monitoring customer compliant activity.  You shall ensure that these records are retrievable and provided to Visa (a) within a reasonable period, not to exceed seven business days of Visa’s request; or (b) in the case of suspected fraud, immediately upon request.  During the Term and for two years thereafter, You will allow Visa or Visa’s designated agent, access to Your facilities during normal business hours to audit such records to determine whether You comply or have complied with this Agreement.  Visa reserves the right to require corrective action or termination of this Agreement as a result of any audit findings.

11.2.  Financial Statements. Upon Visa’s request, You will provide Visa with a copy of Your most recent audited financial statements, a letter from Your certified public accountant, or other documentation acceptable to Visa, setting forth Your then-current financial status.  You represent, warrant and agree that all such documentation will be complete and accurate. Such documentation is Your Confidential Information, and Visa must treat it as such.

11.3. Insurance. Below are Your insurance requirements to access and/or use Visa Products, depending on whether such Visa Product sends or receives Personal Information to/from Visa. The insurance required by this section shall not serve to limit or waive Your indemnification obligations or other liability under this Agreement.  Upon Visa’s request, prior to accessing the Developer Platform, and annually thereafter upon renewal or replacement of such insurance policy, You shall furnish a certificate of insurance evidencing the coverage required in this Section.

11.3.1. Personal Information Access Insurance Requirement.  Unless Visa otherwise agrees in writing, if You access or use a Visa Product that sends or receives Personal Information to/from Visa, then You shall procure and maintain Professional Liability (Professional Indemnity) insurance including Technology Errors and Omissions, Privacy and Cyber-Risk (Network Security) Liability insurance, covering losses resulting or arising from acts, errors or omissions, copyright or trademark infringement, data damage/destruction/corruption, failure to protect privacy, unauthorized access, unauthorized use, virus transmission and denial of service from network security failures and respond to claims on a worldwide basis with a minimum limit of three million U.S. dollars (US$3,000,000) each claim and annual aggregate coverage or equivalent in local currency, in accordance with Visa’s requirements.

11.3.2. No Personal Information Access Insurance Requirement. If You access or use a Visa Product that does not send or receive Personal Information to/from Visa, then You shall procure and maintain Professional Liability (Professional Indemnity) insurance including Technology Errors and Omissions, Privacy and Cyber-Risk (Network Security) Liability insurance, covering liabilities for loss resulting or arising from acts, errors or omissions, copyright or trademark infringement, data damage/destruction/corruption, failure to protect privacy, unauthorized access, unauthorized use, virus transmission and denial of service from network security failures, and respond to claims on a worldwide basis, where such insurance shall have limits and deductibles that are in accordance with best industry standards for liabilities that may arise under an agreement similar to this Agreement. Notwithstanding the foregoing, Visa reserves the right to require minimum policy limits to access Visa Products that do not send or receive Personal Information to/from Visa.

11.4. VisaNet Access. If You will have access to VisaNet and will provide authorization, settlement, and/or clearing services to a Visa financial institution Client and/or a Visa accepting merchant, You must be approved by Visa and shall enter into an additional separate VisaNet Letter of Agreement as provided by Visa.

11.5. Confidentiality.

11.5.1. Confidentiality: Definitions.  “Confidential Information” means information that either party and its Affiliates disclose (directly or indirectly) (“Discloser”) to the other party or its Affiliates (“Recipient”) that is designated as confidential or would normally be considered confidential or proprietary under the circumstances (whether disclosed before or after the start of the Term, and whether written, oral or by inspection of tangible objects), including any proposals, research, results, products, plans, services, marketing materials, finance documents, software, inventions, processes, designs or technical documentation.  Without prejudice to the foregoing, Visa Confidential Information includes any information disclosed by Visa relating to the Visa payment network, products, data, or services including any Visa interfaces, service guides, reference designs, development kits, technical documentation, and specifications (collectively, the “Visa Network”).

11.5.2.     Confidentiality: Non-Use and Non-Disclosure.  Recipient agrees, subject to Exceptions section below, not to disclose, distribute or disseminate Confidential Information except to Personnel (and Visa Affiliates where Recipient is Visa) authorized to receive Confidential Information under this Agreement who have agreed to terms with Recipient that are as substantially protective of Discloser’s rights as those set forth herein, and have a need to know such information.  Recipient may also disclose Confidential Information to Recipient’s auditor.

11.5.3. Confidentiality: Exceptions.  Confidential Information does not include information that: (i) becomes public through no fault of Recipient; (ii) is rightfully given to Recipient by a third party without confidentiality obligations; (iii) that is independently developed by Recipient; or (iv) You provide to Visa as part of the Solution Approval process. Visa will not have any confidentiality obligations with respect to any information provided to Visa regarding the Visa Network. If You or any of Your Affiliates make(s) or provide(s) any Feedback or Modifications, Visa may use and otherwise exploit the foregoing without any restriction or obligation. If Recipient becomes legally compelled to disclose any Confidential Information or otherwise receives a regulatory request for any Confidential Information, Recipient will promptly notify Discloser (if legally permissible) and assist Discloser in seeking a protective order or other appropriate remedy as necessary and furnish only the portion of Confidential Information legally required to be disclosed.

11.5.4. Confidentiality: Patents and Patent Applications.  To avoid 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 Your Personnel 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, (i) You and Your Personnel hereby grant Visa and its Affiliates a fully paid-up, royalty-free, worldwide, perpetual, irrevocable license to exercise all rights under such patents and patent applications, including the right to grant and authorize sublicenses; and (ii) at Visa’s request and direction, You shall, and shall procure that Your Personnel shall, at Visa’s discretion: (a) take all necessary steps to assign all rights under such patents and patent applications to Visa and/or its Affiliates, or (b) apply to withdraw or cancel all such patents and patent applications.

12.  Fees and Taxes.

12.1. Fees. The fees that You shall pay for the use of, access to and otherwise in connection with Visa Products shall be as communicated by Visa to You in writing and as updated by Visa in its sole discretion from time to time with at least 90 days’ written notice to You (“Fee Schedule”). The Fee Schedule will set out the cadence of such fees, e.g., one-time or recurring (e.g., monthly, quarterly or yearly). Such Fee Schedule shall form part of this Agreement. In case of conflict between the Fee Schedule and any other part of this Agreement, the Fee Schedule shall prevail to the extent of the conflict with respect to the value of the fees.

12.2. Fees Start Date. Unless otherwise stated in the Fee Schedule or communicated by Visa in writing, You will incur (i) non-recurring fees to access and use a Visa Product (including, where applicable, early termination fees) starting on the earlier of: (a) Your Production Live Date for the corresponding Visa Product or (b) the date falling six months after You received Solution Approval for such Visa Product; (ii) recurring fees (e.g., monthly, quarterly or yearly) starting with the first call to the relevant API and (iii) fees to setup and/or implement such Visa Product starting on the earlier of: (a) the Production Live Date; or (b) the date falling four months after You received Solution Approval for such Visa Product. As used herein, “Production Live Date” is the date that Visa enables You to make API calls for the relevant Visa Product in production and the cutover from the Test Environment is complete.

12.3. Invoicing Procedures.  Unless otherwise stated in the Fee Schedule or communicated by Visa in writing, Visa will make fee invoices available periodically, either through Visa Online or, if You do not have access to Visa Online, through an alternative method. If You are an existing Visa Member, Visa may invoice You for any fees through the Visa Global Billing Platform.

12.4. Due Date. Unless otherwise stated in the Fee Schedule or communicated by Visa in writing, payment of fees is due within ten calendar days of Your receipt of the invoice. You agree to pay all fees in United States dollars, unless otherwise specified in the Fee Schedule.

12.5. Payment. You shall pay the fees from Your designated bank account through a method agreed upon by Visa (email is sufficient); provided that, if You are a Visa Member with a settlement account maintained with Visa and You have not paid such fees when due, You hereby authorize Visa to deduct all amounts payable by You directly from the balance of such settlement account.

12.6. Late Payments. All overdue payments to Visa shall bear interest at the rate of the lesser of: (i) one and one half 1.5% per month (equal to 18% annually) or (ii) the maximum rate permitted by Governing Law for the Territory according to the Governing Law section below.  In addition, You shall be liable to Visa for all attorneys’ fees and other costs of collection Visa or a Visa Affiliate incurs in collecting any of Your unpaid amounts.

12.7.  Taxes. All fees and other charges described in an invoice shall be deemed to be exclusive of all taxes, levies, cess, surcharges and duties, including but not limited to any value-added taxes, sales taxes, use taxes, excise duties, consumption taxes, goods and services taxes, equalization levies, digital taxes, withholding taxes, and any taxes on Visa’s gross receipts in connection with Your participation in any of the Visa Products (collectively, “Taxes”), and You shall be responsible for and pay all Taxes, however designated, which are levied or based on this Agreement (excluding any Taxes that are assessed on Visa’s net income).  Visa is eligible to claim such Taxes as may be levied on or payable by Visa from You over and above the fees charged in relation to this Agreement.  Accordingly, payment of fees under this Agreement shall be made in full, free and clear of any deductions and set offs and without deduction or withholding for or on account of any present or future Taxes now or hereafter withheld or assessed by any governmental authority.  If any such Taxes are required to be deducted or withheld from any amounts payable to Visa or are so assessed, the amounts so payable to Visa shall be increased to the extent necessary to yield to Visa (after deduction or withholding of all such Taxes) a net amount equal to the amount it would have received had no such deduction, assessment or withholding been made.  In such event, You shall act as withholding agent for Visa in respect of the Taxes so deducted, withheld or assessed and shall pay the Taxes to the governmental authority in accordance with the applicable Laws. If and to the extent that You pay over any withholding tax (or any other taxes with respect to which Visa bears a liability) to any national, provincial or local government as a result of any payments made to Visa or any Affiliate of Visa, You agree to provide Visa with proof of such payments within 30 days of payments to the corresponding taxing authorities. This proof shall comprise receipts issued by the relevant governing body evidencing the tax remitted. You shall provide original certificate, duplicate original certificates or certified or authenticated copies of the original certificates.  If as a result of non-withholding of Taxes by You, any tax, interest or penalty is levied on Visa by any governmental authority, such tax, interest and penalty shall be solely to Your account and shall be recovered in full by Visa from You. 

13. Data Privacy and Security.  If there are any conflicts between this Data Privacy and Security Section and any other part of the Agreement, this Section shall prevail to the extent the conflict relates to the Processing of Personal Information.

13.1. Application. How Personal Information is Processed depends on the context in which You interact with the Site and the Developer Platform. Personal Information is Processed differently based on when You access the Site and Your Developer Account, and when You use the Developer Platform to access, use, incorporate and/or otherwise use Visa Products. Notwithstanding the foregoing, each party undertakes to comply with their respective obligations under applicable Laws, including Applicable Data Protection Laws.

13.2.        Visa’s Privacy Notice. The Visa Privacy Notice describes how Visa collects, transmits, maintains, processes, shares, discloses, protects and uses Personal Information. Depending on Your country or state of residence, You and Your Authorized Users may have certain privacy rights regarding the Personal Information Visa Processes about You and certain choices about what Personal Information Visa collects, how Visa uses such Personal Information, and how Visa communicates with You. To learn how to exercise Your privacy rights provided under these Terms of Use, please visit our Visa Privacy Notice. Where required under applicable Laws, you consent to Visa’s access to and use, processing and disclosure of, any and all information that you provide to Visa, in accordance with our Visa Privacy Notice.

13.3. 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.

13.4. Developer Platform.

13.4.1. Your use and access to the Developer Platform. Your use of and access to the Developer Platform and Visa Products must comply with all applicable Laws, including Applicable Data Protection Law. The parties agree that to the extent You are a Visa Member under the Visa Rules (or are otherwise subject to the Visa Rules), the privacy and data protection sections of such Visa Rules and any applicable data protection agreement or addendum entered in connection with a particular Visa Product will continue to govern the Processing of Personal Information.

13.4.2. Data Processing. Unless otherwise stated in the Visa Rules or Visa Product Terms applicable to Your use or access to Visa Products, the parties acknowledge and agree that in Your access or use of the Developer Platform and Visa Products neither party will Process Personal Information on behalf of the other. Where Your specific access or use of any Visa Products and Applicable Data Protection Law require You to enter into specific contractual arrangements and/or additional compliance steps or measures that extend beyond the provisions of this Agreement and/or the Visa Rules and/or any other data protection agreement or addendum that You have with Visa, You are responsible for notifying Visa at least 60 days prior to providing Visa with Personal Information subject to such requirements. Any such notifications shall include (1) the specific and relevant requirements of Applicable Data Protection Law, and (2) the applicability of such requirements to any Visa Products. Visa will provide reasonable assistance to You in supporting compliance with such requirements, and Visa, in its entire discretion, may execute the necessary agreement(s) that extend to applicable Personal Information covered under such provisions.

13.4.3.  Compliance with Law. Notwithstanding anything in this Agreement to the contrary, when applicable, if You (or any third-party plug-in or service provider you use) have access to any Personal Information of any end user based on any use of or interaction with Your Application, You will comply with all Applicable Data Protection Law, and (i) provide legally adequate privacy notices to such end user, (ii) obtain any necessary consent from the end user for the collection, use, transfer, and storage of the information, (iii) use and authorize others to access and use the information only for the purposes permitted by the end user and applicable Laws, (iv) implement and maintain appropriate physical, technical, and organizational measures to protect the information, and (v) ensure the information is collected, used, transferred, and stored in accordance with applicable privacy notice(s) and applicable Laws.

13.5. Security.

13.5.1. Your Security Obligations. You are ultimately and solely responsible for the security of your products and services (such as Your Applications) that use or access the Developer Platform.  If You suspect or become aware of any Security Vulnerability or Security Event related to use or access to the Developer Platform that may adversely affect it, including loss or compromise of API key, other authentication credentials, or Visa documentation, then You will take all appropriate steps to remedy such vulnerability or event, including cooperating with Visa.

13.5.2. Notifications and Security. Upon becoming aware of any Security Vulnerability or Security Event, You will: (a) immediately notify us in writing by emailing [email protected] and will also provide notification at the Visa Notice Address that appears in the Contracting Entity Table in these Terms of Use;  (b) provide all information known about the compromise, the Personal Information or Visa Confidential Information affected, estimates of the effects of the compromise on Visa and Visa Clients, and the steps You have taken to prevent the recurrence of such breach and to mitigate the risk to Visa and Visa Clients; and (c) fully cooperate with Visa in Visa’s handling of such matter, including without limitation, any investigation, reporting and other obligations required by applicable Law or regulation.  You acknowledge and agree that, in the event of such unauthorized access, Visa may disclose information about You to financial institution regulators or law enforcement.

13.5.3.  Other Security Terms. In addition, as a condition of accessing and using the Developer Platform, You agree to, and shall comply with, (i) the Visa Developer Center Security Terms and (ii) the Payment Card Industry Data Security Standard (“PCI DSS”), as applicable.

13.6. Additional Terms. Additional privacy and data protection terms and conditions are in the below Schedule tiled Additional Visa Developer Platform Privacy & Data Protection Terms for Visa Products.

14. 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 the earlier of (a) the date this Agreement expires or terminates as provided hereunder or (b) the date You become a Restricted Person.

15. Termination.

15.1.  Material Breach.  Either party (“Terminating Party”) may terminate this Agreement or Your use of the Site, Developer Platform, Materials, Visa Products or an individual API, with immediate effect by written notice to the other party (“Defaulting Party”) in the event of a material breach of any provision of this Agreement by the Defaulting Party: (a) where such material breach is not capable of remedy or cure; or (b) where such material breach is capable of remedy or cure, but remains unremedied or uncured for a period of 30 days following written notice of the breach by the Terminating Party to the Defaulting Party. Any notice of termination under this section shall set forth the basis for the claimed breach.

15.2. Convenience. Either party may terminate this Agreement at any time with written notice to the other party, for any or no reason, upon 90 days’ written notice.

15.3.  Law. Either party may terminate this Agreement at any time with written notice to the other party: (i) where such party is legally compelled to do so by a regulatory, judicial or executive order; or (ii) where such termination is required for the Terminating Party to comply with, or to prevent Visa from contravening, any such order or any applicable Law.

15.4.  Additional Termination Rights. Upon prior notice, Visa may immediately suspend or terminate this Agreement, or Your use of a Visa Product available pursuant to this Agreement, if Visa determines, at its sole discretion, that Your use of, or access to, the Site, Developer Platform or Materials (or, in the case of an Visa Product, the use of, or access to, such Visa Products and its corresponding Materials) poses a threat to the security, harm to the goodwill and intangible assets of, or disrepute to the name of, Visa, Visa Clients and Visa’s licensees.

15.5. Visa Membership. If You are accessing or using the Developer Platform, Visa Products and/or Materials in your capacity as a Visa Member and You cease to be a Visa Member for any reason: (a) You shall immediately notify Visa and cease all use of the Developer Platform, Visa Products and/or Materials; and (b) Visa shall have the right to terminate Your access to and use of the Developer Platform, Visa Products and/or Materials immediately with notice to You.

15.6. Third Party Agent. If You are accessing or using the Developer Platform, Visa Products and/or Materials in your capacity as a Third Party Agent and You cease to be a Third Party Agent for any reason: (a) You shall immediately notify Visa and cease all access to and use of the Developer Platform, Visa Products and/or Materials; and (b) Visa shall have the right to terminate Your access to and use of the Developer Platform, Visa Products and/or Materials immediately with notice to You.

15.7. Effect. Upon expiration or termination of the Agreement:

15.7.1.  No Rights; Cease Use. All rights and licenses granted to You under this Agreement shall be extinguished, and You shall immediately cease accessing and using any Developer Account, the Developer Platform, Visa Products, Confidential Information and Materials and any derivative work thereof.

15.7.2.  Return or Destroy. You must (i) at Visa’s choice, either return to Visa or destroy, in each case at no cost to Visa, all Materials, Visa Confidential Information and property, and all copies, extracts and derivative works of the foregoing, together with any and all documents, notes and other materials regarding such information and (ii) provide a certificate signed by an officer of You that certifies such return or destruction. Any such destruction shall be performed according to Visa’s instructions (provided within 48 hours of termination or expiration) or, if Visa provides no such instructions (within such 48 hours), relevant industry best practices.

15.8. Survival. Any section that is (i) expressly or by implication intended to remain in effect; or (ii) required to: (a) survive to give effect to its purpose; or (b) interpret the Agreement and its validity, shall survive the termination or expiration of this Agreement.

16. Intellectual Property.

16.1. Visa. As between Visa and You, Visa owns, and shall retain, all right, title and interest in and to the Visa Products, Developer Platform, Developer Account, Materials, Visa Products (including results of API calls), Documentation, Feedback, 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.

61.2.  Use of Trademarks and Brand Assets. Nothing in this Agreement or Visa Products grants You any rights to use the Visa Brand Assets, without separate, express and written authorization from Visa. If You refer to any products, services or technology of Visa, You shall strictly comply with all standards and guidelines with respect to Visa's Trademarks and Visa Brand Assets contained herein or which may be furnished or made available to You from time to time. All uses of any Visa Trademarks and Visa Brand Assets shall inure to the benefit of Visa.

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

16.4. Suspension Due to Claim.  In the event of any claim, suit or action alleging that the Developer Platform, Visa Products, Materials, or an Application using the foregoing, in whole or in part, infringes or misappropriates any Intellectual Property Rights, Visa may suspend in its sole discretion, upon prior notice to You, Your access and use of the Site, Developer Platform, or Materials, to cease or avoid such claim, suit or action.

17. DISCLAIMERS. THE VISA PRODUCTS, CONFIDENTIAL INFORMATION, MATERIALS, DEVELOPER ACCOUNT, DEVELOPER PLATFORM AND ALL INFORMATION AND OTHER MATERIALS CONTAINED OR MADE AVAILABLE THEREIN, 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 PRODUCTS, MATERIALS, DEVELOPER ACCOUNT, DEVELOPER PLATFORM OR ANY INFORMATION OR OTHER MATERIALS CONTAINED OR MADE AVAILABLE THEREIN, WILL BE AVAILABLE, ACCESSIBLE, UNINTERRUPTED, TIMELY, SECURE, ACCURATE, COMPLETE, CURRENT OR ERROR-FREE. YOU EXPRESSLY ACKNOWLEDGE THAT COMPUTER NETWORK-BASED SERVICES (SUCH AS THE DEVELOPER PLATFORM) 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.  Visa assumes no liability or responsibility for any inaccurate or incomplete information or claims that may result from reliance on such information. Without limiting the foregoing and, to avoid 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 Materials or content. Some states or provinces do not allow the exclusion of certain warranties, so the above limitations may not apply, in whole or in part, to You. You may have rights that vary from jurisdiction to jurisdiction; however, the above disclaimers apply to the extent permitted by applicable Law.

18. LIMITATIONS OF LIABILITY.

18.1.  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:

18.1.1. ANY INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL OR EXEMPLARY DAMAGES (HOWEVER ARISING);

18.1.2. LOST REVENUE, LOST PROFITS, OR LOST ANTICIPATED PROFITS;

18.1.3. LOST BUSINESS, INJURY TO BUSINESS REPUTATION OR GOODWILL; OR

18.1.4. 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.

18.2. THE VISA PARTIES DO NOT EXCLUDE OR LIMIT OUR 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 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, OR MATERIALS, EXCEED A TOTAL OF ONE THOUSAND US DOLLARS ($1,000).

19. Indemnification. You agree, at Visa’s request and Your sole expense, to indemnify, defend and hold harmless Visa, Visa Clients and its Affiliates, and any of their service providers, licensors, officers, directors, agents and employees, from and against any and all claims, actions, proceedings, and suits (including claims, suits or actions by or on behalf of customers, endpoints, service providers or Your Personnel or Affiliates) 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) the direct or indirect access to disclosure of, or use of the Developer Platform, Visa Products,  Documentation, data or/reports, and Materials, in each case, provided hereunder, information provided by or accessed through use of the Visa Products hereunder, or use, commercialization, or other exploitation of the Applications developed through use thereof, by You or any of Your Affiliates and Personnel, customers, Endpoints, contractors, service providers or their respective Personnel; (b) any breach or alleged breach by You of any representation, warranty, or obligation contained in this Agreement; (c) any damage or loss caused by negligence, fraud, dishonesty or willful misconduct by You, any Authorized User, or any of Your Affiliates, Personnel, suppliers or customers; (d) any contract or agreement between You and a third party; (e) any materials posted or otherwise provided by You, (f) allegations that You, Your Affiliates or their Personnel, or any of their respective goods, services or technologies processes (including Applications developed using or accessing Visa Products), alone or in combination with other goods, service or technologies (collectively, the “Organization Products & Services”) infringe, misappropriate or otherwise violate the Intellectual Property Rights, other privacy rights or other proprietary rights of a third party; or; (g) any alleged or actual violation by You of any applicable Laws; or (h) any allegation that any of the Organization Products & Services are unsafe, hazardous or defective or cause or result in any personal injury (including death) or damage to property. 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 in such matters. You may not settle any matter without the prior, written and express consent of Visa.

20. Copyright Infringement Claims. 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 a way that constitutes copyright infringement, You can find information about Visa’s procedures for submitting notices at https://usa.visa.com/legal/report-brand-abuse.html.

21. Community. The Site offers a message board or other means that allow You to post messages, upload content and/or otherwise communicate with other persons with Developer Accounts (the “Community”).

21.1.  License. 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 and information without restriction.

21.2. Rules of Conduct. While using the Community, You agree that You will: (i) be courteous and respectful of others; (ii) keep Your posts relevant to the payment industry and Visa's products, services and programs; (iii) act responsibly to protect Visa's, any third party's, Your and Your Organization's private and confidential information; and (iv) remember that it is possible that information appearing in the Community could be incorrect, incomplete, unclear or misleading. You acknowledge that You are solely responsible for the content and consequences of the materials and information You post or otherwise provide on the Site, including their legality, reliability, appropriateness, and trademark and copyright ownership. You agree that You shall not upload, post or transmit to or distribute through the Community any materials or information (including text, links, communications, software, images, sounds, data, or other information) that may: (i) contain any Confidential Information or any confidential information of Your Organization, or any other person or entity, including, but not limited to, proprietary information, trade secrets, Personal Information, Cardholder Information and the terms of Visa-related agreements; (ii) 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; (iii) constitute or encourage conduct that is unlawful or would constitute a criminal offense, give rise to civil liability or otherwise violate any Law; (iv) violate, misappropriate or infringe any Intellectual Property Rights or other rights of any third party; (v) constitute advertising, junk mail, spam, chain letters, or any other form of unauthorized solicitation; (vi) contain viruses, trojans, worms, logic bombs or other material that is malicious or technologically harmful or would constitute a denial-of-service attack or a distributed denial-of service attack; or (vii) otherwise violate Visa's Privacy Notice or this Agreement.

21.3. Disclosure. 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 Community 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.

21.4.  Moderator Role. In its sole discretion, Visa may select or retain one or more Personnel as moderators or Visa may utilize tools to enable moderation functionality. Such Personnel may, among other things as determined in Visa's sole discretion, delete posts and posted materials, close threads, and block users from using the Community. Visa or such Personnel may remove any materials (before or after posting) or block user access that, in its sole discretion, do not comply with the terms of this Agreement and any applicable Visa Product Terms, 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, please write to [email protected]. Please include in Your email the post's subject, the post author's screen name and a link to the post in question.

22. Visa Contracting Entity; Notices; Governing Law; Dispute Resolution. Based on the Territory in which You are located, the Contracting Entity Table below dictates which entity has entered into this Agreement with You (“Your Visa Contracting Entity”), as well as the Visa Notice Address, Governing Law and Dispute Resolution Method. You agree to Your Visa Contracting Entity, Visa Notice Address, Governing Law and Dispute Resolution Method, as specified in the Contracting Entity Table below. For purposes of this Agreement, all references to “Visa” herein shall be construed to refer to Your Visa Contracting Entity.

To avoid doubt, this Agreement is only between You and Your Visa Contracting Entity, and not any other Affiliate of Your Visa Contracting Entity. Accordingly, You agree and acknowledge that no Affiliate of Your Visa Contracting Entity shall have any obligation whatsoever to you under this Agreement, and You acknowledge and agree not to make any claims in connection with this Agreement, against any Affiliate of Your Visa Contracting Entity. Notwithstanding the foregoing, You acknowledge that any Affiliate of Your Visa Contracting Entity may exercise the rights and benefits of this Agreement against You.

Contracting Entity Table
If You are located within the following Territory:	Your Visa Contracting Entity is:	Your Visa Notice Address is:	This Agreement’s Governing Law is:	This Agreement’s Dispute Resolution Method is:
Visa Asia Pacific Region	Visa Worldwide Pte. Limited	71 Robinson Road, #08-01 Singapore 068895 Attention: Legal Department   With a courtesy copy emailed to [email protected]	Laws of State of New York, United States of America	Rules of Arbitration of the International Chamber of Commerce (“ICC”). There shall be one arbitrator appointed in accordance with the Rules of Arbitration of the ICC. The legal seat of the arbitration shall be Singapore. The arbitration shall be conducted in the English language. No award or procedural order made in the arbitration shall be published.
Brazil	Visa Do Brasil Empreendimentos Ltda.	[email protected]	Laws of Brazil	Rules of Arbitration of the ICC. The legal seat of the arbitration shall be Sao Paulo, Brazil.  The arbitration shall be conducted in the English and/or Portuguese language(s). No award or procedural order made in the arbitration shall be published.
Canada	Visa Canada Corporation	[email protected]	Laws of the Province of Ontario, and the federal laws of Canada applicable therein	Rules of Arbitration of the ICC. The legal seat of the arbitration shall be Toronto, Ontario, Canada. The arbitration shall be conducted in the English language. The arbitration shall be conducted in accordance with Arbitration Act 1991, SA 1991 c.17. No award or procedural order made in the arbitration shall be published.
Visa Central Europe, Middle East and Africa Region	Visa International Service Association, a Delaware corporation	[email protected]	Laws of State of New York, United States of America	Rules of Arbitration of the ICC. The legal seat of the arbitration shall be Dubai, United Arab Emirates. The arbitration shall be conducted in the English language. No award or procedural order made in the arbitration shall be published.
Visa Latin America and Caribbean Region (excluding Brazil)	Visa International Service Association, a Delaware corporation	[email protected]	Laws of the State of New York, United States of America	Rules of Arbitration of the ICC. The legal seat of the arbitration shall be Miami, Florida, New York, United States. The arbitration shall be conducted in the English and/or Spanish language(s). No award or procedural order made in the arbitration shall be published.
United States of America (except U.S. territories within other Territories listed in this table)	Visa U.S.A. Inc., a Delaware corporation	[email protected]	Laws of the State of New York, United States of America	The Fast Track Arbitration Rules of Procedure (or similar rules then in effect) of the Institute for Conflict Prevention & Resolution (CPR), which rules are hereby incorporated by reference. The legal seat of the arbitration shall be New York, New York, United States. The arbitration shall be conducted in the English language. No award or procedural order made in the arbitration shall be published.
Visa Europe Region	Visa Europe Limited (incorporated in England and Wales; registered number 05139966)	1 Sheldon Square London W2 6TT United Kingdom Attention: Legal Department   With a courtesy copy emailed to [email protected]	Laws of England and Wales	Rules of Arbitration of the ICC. The legal seat of the arbitration shall be London, England. The arbitration shall be conducted in the English language. No award or procedural order made in the arbitration shall be published.

22.1. Notice Requirement: All notices and other communications required to be given pursuant to this Agreement shall be in writing and addressed to the relevant party. Visa shall send all notices to You to, at Visa’s discretion, (a) the electronic mail address provided by or for You during the registration of, or subsequently updated in, Your Developer Account or (b) the physical mailing address You provided to Visa. You shall send all notices to Visa to the Visa Notice Address in the Contracting Entity Table. Notices shall be deemed received: (i) if permitted by hand delivery, upon hand delivery, (ii) if permitted by courier, when delivered with receipt by an expedited courier service, (iii) if permitted by email, when sent if using a widely and commercially available electronic mail software that records the sending of the notice or (iv) as otherwise permitted by the Territory’s Law. Sending a notice only to the courtesy address provided in the table above, shall not be deemed sufficient notice.

22.2.  Governing Law. This Agreement, and any non-contractual obligations arising out of or in connection with this Agreement, are governed by and construed in accordance with the laws of the Governing Law set out in the Contracting Entity Table above, excluding, if applicable, any “conflicts of laws” or similar rules that would mandate or permit application of the substantive law of any other jurisdiction. The Governing Law shall apply without regard to the United Nations Convention on the International Sale of Goods.

22.3.  Dispute Resolution Method. Any controversy, dispute or claim arising out of or relating to this Agreement, or the interpretation, enforceability, or validity of this Agreement, including the scope or applicability of the agreement to arbitrate, shall be finally settled and resolved in, and according to, the applicable Dispute Resolution Method in the Contracting Entity Table above, by one or more arbitrators appointed in accordance with the said Dispute Resolution Method. You and Visa each agree to maintain the arbitration proceedings confidential, as well as the arbitration award, except to the extent necessary to enforce the arbitration award or comply with a party’s obligations pursuant to applicable Law. The parties agree that discovery or exchange of non-privileged information shall be limited to those documents a party intends to use in evidence at the hearing and other reasonable discovery as directed by the panel. Except as may be required by law or expressly permitted in this Agreement, the panel is not empowered to award punitive or exemplary damages, pre-award interest or any incidental, indirect or consequential damages including lost profits or harm suffered by third parties. All costs and expenses of the arbitrators shall be borne by the parties equally, and each party shall bear its own arbitration costs, including its attorneys’ fees and travel expenses. A reasoned award shall be issued in writing by the panel and shall be final and binding upon the parties. If not fully satisfied within thirty (30) days, such award may be enforced in any court of competent jurisdiction and each party hereby consents to the jurisdiction of such court solely for the purposes of complying with this section and the award granted in accordance with it. Nothing in this Agreement limits the right of a party to obtain provisional, injunctive, or ancillary remedies from a court of competent jurisdiction before, after, or during the pendency of any arbitration. Neither party has the right to arbitrate on a class or representative basis any dispute, controversy, or claim arising out of or relating to this Agreement, or the interpretation, enforceability, or validity of this Agreement.

23.  General Provisions.

23.1.  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.

23.2. Publicity. Neither party may 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 the other party; provided that, without obtaining Your prior consent, Visa may (i) include Your name on public lists of Visa customers that use the Developer Platform; (ii) reference Your participation in the Visa Products in Visa’s regulatory filings and in providing legally-mandated responses to government authorities’ written inquiries or subpoenas.

23.3. 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.

23.4. Compliance with Trade Restrictions.

23.4.1. You expressly agree and acknowledge that (a) the Materials provided via the Developer Program or otherwise to You by Visa hereunder are subject to 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.

23.4.2. 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.

23.4.3. 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.

23.5. United States Government Restricted Rights Legend (conditional application). If You license any Application to the United States Government or any contractor of the United States Government (collectively, the “U.S. Government”), You must: (a) identify and license such Application in all proposals and agreements with the U.S. Government; and (b) legend or mark such Application in a form sufficient to ensure that the U.S. Government is on notice and acknowledges that: (i) all Materials governed by this Agreement are commercial in nature and developed solely at private expense, (ii) Materials that are software are delivered hereunder 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 this Agreement, and (iii) 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. 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.

23.6.  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.

23.7.  Modifications. Visa may modify the terms of this Agreement and any Visa Product Terms at any time and for any reason.  Nevertheless, Visa will provide You with 60 days’ prior written notice of any material changes to the Agreement, except when we add Product Terms for entirely new Visa Products. The Site will always contain the latest version of the Terms of Use.  To the fullest extent permitted under applicable Law, Your continued use of a Visa Product 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 Products.

23.8. 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.

23.9.  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 by an authorized representative of the waiving party, 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.

23.10.  Assignment and Novation. You may not transfer or assign any of Your rights, novate any of Your obligations or delegate the performance of any of Your obligations under this Agreement without the prior written consent of Visa. Any purported transfer, assignment or novation in violation hereof shall be null and void. Visa may, by notice in writing to You, transfer and/or assign any or all of its rights, or novate any or all of its obligations, under this Agreement to any Affiliate of Visa. You shall be deemed to have agreed to such transfer, assignment and/or novation with effect from the date of such notice.

23.11. 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, famine, pandemic, strikes or other labor disputes, fires, hurricanes, 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 Products by a third party by any means, including without limitation, distributed denial-of-service attacks, software viruses, Trojan horses, worms, time bombs or any other software program or technology designed to disrupt or delay the Visa Products, or other catastrophes or any other occurrences which are beyond Visa's reasonable control (“Force Majeure Event”). Visa’s inability to perform due to a Force Majeure Event shall not be deemed to be a default under this Agreement; provided, however, that Visa shall make commercially reasonable efforts to continue to meet its obligations throughout the duration of the Force Majeure Event.

23.12. Entire Agreement. This Agreement (including any Visa Product Terms and Fee Schedules) 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. In addition, nothing in this Agreement will be construed to give You a right, or obligate Visa, to engage in any activity that is in violation of or inconsistent with applicable Laws.

23.13.  Visa Rules. Obligations and rights in these Terms of Use that are subject to being a Visa Member only apply to Organizations. If You (i.e., an Organization) are a Visa Member:

23.13.1. Your access to and use of the Developer Platform, the Visa Products and any related Materials are subject to Your compliance with Visa Rules. All provisions of the Visa Rules apply to Your access to and use of the Developer Platform, the Visa Products and any related Materials. All of Your obligations and rights of Visa under this Agreement shall be cumulative with, and shall not be construed as any derogation from, Your obligations or Visa’s rights under the Visa Rules. To avoid doubt, if these Terms of Use conflict with the Visa Rules, the Visa Rules shall prevail to the extent of such conflict. Nothing in these Terms of Use will be construed to give You a right, or obligate Visa, to engage in any activity that is in violation of or inconsistent with the Visa Rules or applicable Laws.

23.13.2. You acknowledge and agree that the Developer Platform, Visa Products, Materials, the sections of the Site that are accessed after logging into a Developer Account, and any information and data contained in and parts of the foregoing, are Visa Confidential; and You shall, and shall cause Your Personnel, to treat them as such pursuant to the Visa Rules.

23.14. Further Assurances. When You are an Organization: (i) You shall bind (and hereby bind) each of Your Authorized Users and Personnel to the provisions of this Agreement for such Personnel’s activities related to this Agreement, the Developer Platform or the Visa Products, in each case to the same extent as You are bound; (ii) You will be responsible for the acts and omissions of Personnel who access(es) the Developer Platform, Visa Products, Materials or otherwise has/have access to Visa Confidential Information, as if such acts and omissions are by You; and (iii) in the event of any assignment, exclusive license or other transfer of Intellectual Property Rights that are subject to any rights, licenses or covenants granted to Visa under this Agreement, You hereby agree to make any such assignment, exclusive license or other transfer expressly subject to the rights, licenses and covenants set forth in this Agreement and to require any transferee to do so in any subsequent assignment, exclusive license or other transfer of such Intellectual Property Rights. The individual accepting this Agreement on behalf of the Organization represents and warrants to Visa in their personal capacity that they have the full right, authority and capacity to accept this Agreement as the authorized representative of the Organization.

23.15. Standards of Conduct.  You will ensure that each of Your Personnel performing services to access the Developer Platform in production is aware of and will comply with the requirements of the Visa Standards of Conduct as made available and updated by Visa from time to time, as well as Your confidentiality obligations under this Agreement.  You acknowledge and agree that the Standards of Conduct may be amended or modified from time to time and it is Your responsibility to comply with the current requirements of the Standards of Conduct.

23.16. Client Experience. You agree that Visa may conduct interviews, workshops, surveys and/or focus groups with Your Personnel to elicit Feedback relating to Visa and/or Visa products or services and that these interactions may be recorded.

23.17. Not Professional Advice. Visa uses reasonable efforts to provide accurate data and/or reports to You through the Visa Products. You agree and acknowledge that data and/or reports provided by or accessible through the Visa Products available on the Developer Platform are not intended to be relied upon as or deemed to be any form of financial, business, tax or legal advice. To the extent such data originates from third parties, Visa cannot guarantee that any such data and/or reports are accurate or complete or that they will always be current.  You should seek independent verification or advice. Such data and/or reports are intended only for informational purposes.

23.18.  Language.

23.18.1. The original version of this Agreement (which, to avoid doubt, includes each Visa Product Terms) is in the English language.

23.18.2. If You are based in Quebec, Canada, You and Visa confirm having requested and agreed that this Agreement and all related documents, including all notices and communications, be drawn-up in the English language only.  Si Vous êtes basé au Québec, Canada, Vous et Visa confirment avoir requis et consenti à ce que cette convention et tous les documents qui s’y rattachent, incluant tous les avis et communications, soient rédigés en langue anglaise seulement.

23.18.3.  If You are provided with a translation of this Agreement, or any part thereof, in a language other than English, You and Visa agree that: (i) such translation is provided for convenience and reference only; (ii) only the English version of this Agreement shall be legally binding and the prevailing language of this Agreement shall be English in the event of any conflict or inconsistency between the English version and the translation; and (iii) any dispute arising from this Agreement shall be settled, to the extent permitted by Law, based on only the English version of this Agreement.

24. VDP API Agreements.

24.1. Visa may require You to sign a VDP API Agreement prior to You accessing and/or using certain Visa Products in certification and/or production environments. Such VDP API Agreement is separate and apart from these Terms of Use, but may incorporate these Terms of Use by reference.

24.2. For Independent Visa Products. If You sign or have signed a VDP API Agreement for access to and use of an Independent Visa Product, then such VDP API Agreement shall prevail and govern in the case of conflicts with this Agreement, to the extent of such conflicts.

24.3. For Other Visa Products. In case of conflict between this Agreement and a VDP API Agreement for a Visa Product (other than an Independent Visa Product), then such VDP API Agreement shall prevail to the extent of such conflicts, but only if each of the following three conditions is satisfied: (1) You obtained Your Developer Account prior to the most recent Update Date of this Agreement, (2) You have a VDP API Agreement for such Visa Product (other than for an Independent Visa Product) with an effective date prior to such most recent Update Date (“Pre-Update VDP API Agreement”), and (3) such Pre-Update VDP API Agreement expressly states that it supersedes this Agreement.

25. Definitions.

“Affiliates” means, for purposes of this Agreement, any entity that is controlled by, or is under common control with an Organization. With respect to Visa, “Affiliates” or “Visa Affiliates” shall mean and include all affiliates and subsidiaries of Visa Inc, including Visa International Service Association, Visa do Brasil Empreendimentos Ltda., Visa Europe Limited, Visa U.S.A. Inc., Visa Payments Limited, Visa Global Services Inc., Visa Canada Corporation, Inovant LLC, Visa Resources, Inc., Visa Worldwide Pte. Limited or a respective subsidiary or affiliate of any of the foregoing. For purposes of the definition of “Affiliate”, the term “control” means, with respect to any entity, the power to direct or cause the direction of the management and policies of such entity through direct or indirect ownership of more than fifty percent (50%) of the voting securities entitled to elect the board of such entity (or equivalent ownership interest), but only for so long as such control exists. To avoid doubt, if You are an Individual, You agree and acknowledge that, for purposes of this Agreement, You (i.e., the Individual) do not have Affiliates.

“API” means 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 the Developer Platform, 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 Platform for interfacing to the respective Visa Products.

“Applicable Data Protection Law” means any law or regulation pertaining to data protection, privacy, and/or the Processing of Personal Information, to the extent applicable in respect of a party’s obligations under the Visa Developer Terms and/or any related Agreements thereto. For illustrative purposes only, Applicable Data Protection Laws include, without limitation, and to the extent applicable, the European General Data Protection Regulation (the “GDPR”) and the United Kingdom GDPR, the GLB Act, the Personal Information Protection and Electronic Documents Act, S.C. 2000, c. 5 (“PIPEDA”), and the Swiss Federal Act on Data Protection, each as updated, amended and replaced from time to time.

“Application(s)” means Your software or solution, or any functionality, component or aspect thereof, that is accessing and/or using, or for which You are requesting access and/or use of, one or more Visa Products available through the Developer Platform.

“Authorized Users” means (a) when You are an Organization, Your Personnel 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; and (b) when You are an Individual, only the Individual and no one else.

“Card” means a product (whether physical, electronic, or otherwise) to the extent established and used to initiate or complete payment or other transactions, all in accordance with the Visa Rules.

“Cardholder Information” means: (a) any Visa branded account number; (b) any transaction information concerning a Visa branded account; or (c) any Visa or third-party information related to (a) or (b) that may constitute non-public personal information under applicable Laws, including, but not limited to those related to data protection and privacy or from which an individual cardholder’s identity or personal particulars are apparent or can be reasonably ascertained.

“Cardholder” means an individual who is issued, and authorized by an Issuer to use, a Card.

“Client” or “Visa Client” means a client of Visa or a Visa Affiliate in good standing, who offers card-based or non-card-based payment products and services to consumers and other entities, and payment capabilities to merchants which utilize the Visa brand or payment processing systems.

“Community” means the message board or other means provided in the Site, which allow You to post messages, upload content and/or otherwise communicate with other persons with Developer Accounts.

“Confidential Information” has the meaning set out in the Mutual Confidentiality section.

“Developer Account” means the account by which You and/or Authorized Users gain access to the Developer Platform, subject to the terms and conditions of this Agreement.

“Developer Platform” means a platform, provided by Visa and its Affiliates, that: (i) provides access and use of the Visa Products in (a) a Test Environment, (b) a certification environment where You may seek Visa’s approval for Your proposed access and/or use of a Visa Product, and (c) a production environment where, once Visa grants Solution Approval, You may access and/or use the Visa Products in production; and (ii) has, and permits use of, a Community.

“Documentation” means collectively, the operating instructions, user manuals, help files, procedures and other documentation, in written or electronic form, made available by Visa to You to be used in connection with a Visa Product.

“Feedback” means any and all comments, ideas, suggestions, submissions, data, information, feedback, software, technology, opinions, reports, reactions, improvements, enhancements and recommendations, whether solicited or unsolicited, provided by You, Your Affiliates or Your Personnel to Visa or any Visa Affiliate.

“GLB Act” means Gramm Leach Bliley Act of 1999 (15 U.S.C. §6801, et seq.), as it may be amended from time to time.

“Independent Visa Products” are: (i) Visa Direct, (ii) Visa+ and (iii) all other Visa Products that are neither (a) listed on the Site as being available through the Developer Platform nor (b) Restricted Visa Products.

“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.

“Laws” means any local, state, provincial, regional, national, foreign, international or other laws, policies, guidelines, standards, regulations, ordinances, rules, orders and judgments applicable to You, the Organization, the Developer Account, the Materials or the Applications developed hereunder, including, without limitation, the Visa Rules, Applicable Data Protection Laws, and all applicable Trade Restrictions.

“Licensed Components” means any parts of any APIs, sample code, build files, scripts and code snippets in the SDK that are provided for incorporation into Applications to provide interoperability with the respective Visa Products as expressly set forth in the applicable Documentation.

“Materials” means all documentation, materials, research and results, platforms, software, tools, and enabling hardware and software, results of and information obtained through API calls, Documentation, Licensed Components Test Data, Test Environment, and specifications all made available to You by Visa, which relate to the Visa Products and Developer Platform.

“Modifications” means any modifications, changes, enhancements, adaptations, combinations, alterations, corrections, error-fixes, improvements, updates, derivative works or upgrades of or to the Visa Products or any other program, product, or service of Visa or Visa Affiliate, or any portion or component thereof.

“OFAC” means the United States Department of the Treasury, Office of Foreign Assets Control.

“Organization” has the meaning in the first paragraph of this Agreement.

“Personal Information” or “PI” means all data or information, Processed in connection with the performance of the Visa Products, in any form or format, that identifies, relates to, describes, is capable of being associated with, or could reasonably be linked, directly or indirectly, with a particular consumer (“Data Subject”) or household or that is regulated as “personal data,” “personal information,” or otherwise under Applicable Data Protection Law.  For the avoidance of doubt, this may include, without being exhaustive, personal identifiers (such as names, addresses, email addresses, and phone numbers) as well as Cardholder Information (such as PAN), biometric data, and identifying information, either in isolation or in combination with other identifiers, about an individual’s computer or mobile device or technology usage, including (for example) IP address, MAC address, unique device identifiers, unique identifiers set in cookies, and any information passively captured about a person’s online activities, browsing, application or hotspot usage or device location.

“Personnel” means a party’s employees, agents (including, in You case, each of Your Agents), consultants, contractors and subcontractors, together with the personnel of any of the foregoing. If You are an Individual, You are prohibited from having Personnel use and/or access the Site, Developer Platform, Visa Products or Materials, on Your (i.e., the Individual’s) behalf.

“Process” or “Processed” or “Processing” means any operation or set of operations which is performed upon Personal Information, whether or not by automatic means, such as access, collection, recording, organization, storage, adaptation or alteration, retrieval, disclosure or otherwise making available, duplication, transmission, combination, blocking, redaction, erasure or destruction.

“Restricted Country” means countries or territories with which dealings by Visa are restricted or prohibited under Trade Restrictions in force from time to time and which currently are Crimea, Donetsk, and Luhansk regions of Ukraine, 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 API, 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 for which it is to be used and may include Documentation, sample code, code snippets, Test Data and tools to assist in implementing and testing interoperability with the respective APIs.

“Security Event" means any unauthorized occurrence that compromises the confidentiality, integrity, or availability of Visa data in the possession of the other party.

“Security Vulnerability” means weakness in an information system or its components (e.g., system security procedures, hardware design, internal controls) that could be exploited or impact confidentiality, integrity, or availability of information.

“Solution Approval” is defined in the Solution Approval section.

“Territory” means a territory where You have written authorization from Visa to offer Your goods and services (including Your Application) that access and/or use Visa Products and Materials; except: (i) a Restricted Country and (ii) a territory excluded by the Visa Product Terms of the corresponding Visa Product. Visa provides such authorization as part of a Solution Approval.

“Test Data” means any data made available by Visa or utilized by You for testing, simulating use of, or developing Applications in conjunction with, a Visa Product in the Test Environment.

“Test Environment” means the testing environment made available by Visa in the Developer Platform, where You can test the Visa Products with sample data and sample code. The Test Environment may be referred to in this Site as the “sandbox”.

“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 OFAC and any applicable jurisdictions to which the parties are subject.

“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.

“VDP API Agreement” means a separate, written agreement between You and Visa for use of Visa Products. To avoid doubt, not all Visa Products require a VDP API Agreement to enter into production.

“Visa Asia Pacific Region” has the same meaning as the term “Asia-Pacific Region” defined in the Visa Rules.

“Visa Brand Assets” means the Visa Trademarks or Visa branding experience (including audio, visual or haptics).

“Visa Central Europe, Middle East and Africa Region” has the same meaning as the term “Central and Eastern Europe, Middle East and Africa Region” defined in the Visa Rules.

“Visa Europe Region” has the same meaning as the term “Europe Region” defined in the Visa Rules.

“Visa Latin America and Caribbean Region” has the same meaning as the term “Latin America and Caribbean Region” defined in the Visa Rules.

“Visa Member” means a member or client of Visa who has a valid and existing Visa membership or client services and trademark license agreement with Visa.

“Visa Product Terms” means all applicable obligations, requirements, policies, guidelines, rules of conduct, terms and conditions of use for any Visa Product, which may be modified by Visa in its sole discretion from time to time.

“Visa Products” means all APIs and SDKs provided by or on behalf of Visa or its Affiliates through the Developer Platform and pursuant to this Agreement.

“Visa Rules” means: (i)  the Visa Core Rules and Visa Product and Service Rules accessible at VisaOnline and, in part, at https://usa.visa.com/support/consumer/visa-rules.html (“Core Rules”); (ii) the Visa Charter Documents (as defined in Core Rules); (iii) the Visa Supplemental Requirements (as defined in the Core Rules); and (iv) all other documents governing participation in the Visa payment system, as all of (i) to (iv) are revised and made available 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” means the Affiliate of Visa Inc. listed in this Agreement’s Contracting Entity Table for the Territory.

*                 *               *               *

Schedule: Additional Visa Developer Platform Privacy & Data Protection Terms for Visa Products

This Schedule applies in addition to any terms set forth in the Terms of Use and the Visa Product Terms (and is incorporated therein) in relation to Processing of Personal Information in connection with your use of the Visa Products where You or the party to whom You are an Agent to do not participate in Visa’s payment system as a Visa Member. Capitalized terms not defined herein have the meaning assigned to them under the Terms of Use and/or the Visa Product Terms, and Applicable Data Protection Law. 

1. GENERAL OBLIGATIONS AND APPLICATION

1.1. Your use of and access to the Visa Products must comply with all applicable laws, including Applicable Data Protection Laws and You will not process Personal Information in such a way as to cause Visa to breach any of its obligations under Applicable Data Protection Laws.  

1.2.  This Schedule will be reviewed and updated regularly by Visa to ensure it accurately reflects the Visa Products provided under the Developer Platform, and the corresponding obligations of the parties.

2.  DATA PRIVACY TERMS WHEN THE PARTIES ACT AS A CONTROLLER

2.1. You agree that you shall: (a) provide adequate information or notices to individuals whose Personal Information has been Processed under the Agreement (“Data Subjects”) in accordance with Applicable Data Protection Law; (b) ensure that You have lawful authority to process Personal Information as contemplated by these terms and obtain affirmative consent to the collection and, if applicable, the disclosure to and use by Visa of any Personal Information where such consent is required by Applicable Data Protection Laws. Such consent will be obtained in a manner that accords with Applicable Data Protection Laws; (c) ensure that Personal Information is accurate and up-to-date; (d) implement appropriate technical and organizational security measures to protect the processing of Personal Information contemplated by these terms; (d) be responsible for responding to and satisfying any requests, queries or complaints from data subjects (e) promptly notify Visa of any data privacy breach, communication from a supervisory authority and co-ordinate with Visa in relation to any response; (f) ensure adequate safeguards under Applicable Data Protection Laws in relation to any restricted transfers of Personal Information (including, but not limited to, outside of the European Economic Area, United Kingdom, Turkey or Switzerland) and provide information of such restricted transfers and safeguards to Visa upon request.

2.2.  You agree that You will Process Personal Information that you obtain via Visa Developer Platform otherwise solely to for the purpose of using the applicable Visa Product in accordance with its terms.

3. VISA DATA PRIVACY TERMS AS A PROCESSOR. Solely in relation to Personal Information provided by You that is Processed by Visa in connection with Your access to or use of the applicable Visa Product, and when required by Applicable Data Protection Law:

3.1. You instruct Visa to process such Personal Information in accordance with the Terms of Use, Visa Product Terms (which shall include the subject matter and duration of the Processing; the nature and purpose of the Processing; the categories of Personal Information to be Processed; if applicable, sensitive Personal Information to be Processed; and the categories of Data Subjects to whom the Personal Information relates) and this Schedule; and only on documented reasonable instructions from You (including instructions with respect to transfers of Personal Information to a third country, if applicable) unless required to do so by Applicable Data Protection Laws.  In such circumstances, Visa shall inform You of that legal requirement before Processing, unless that law prohibits such information on important grounds of public interest.

3.2. Visa shall:

3.2.1. ensure that persons authorized to Process Personal Information have committed themselves to confidentiality or are under an appropriate statutory obligation of confidentiality.

3.2.2. Taking into account the state of the art, the costs of implementation and the nature, scope, context and purposes of Processing as well as the risk of varying likelihood and severity for the rights and freedoms of natural persons, implement appropriate technical and organizational measures to ensure a level of security appropriate to that risk.  In assessing the appropriate level of security, Visa shall, in particular, take into account the risks that are presented by the Processing, in particular from unauthorized or unlawful Processing, accidental or unlawful destruction, loss, alteration, unauthorised disclosure of, or access to Personal Information transmitted, stored or otherwise Processed. Visa shall provide reasonable assistance to You in ensuring You meets Your own compliance obligations with respect to the “Security of Processing” under Article 32 GDPR.

3.2.3. ensure that when engaging with another data processor (a “Sub-Processor”) for the purposes of carrying out specific Processing activities on Your behalf, there is a written contract in place between Visa and the relevant Sub-Processor. Such written contracts, to the extent applicable to the nature of the services provided by the relevant Sub-Processor, will provide at least the same level of protection for Personal Information as required under Applicable Data Protection Law.

3.2.4. inform You of any intended changes concerning the addition or replacement of other Sub-Processors to give You the reasonable opportunity to object to such changes. You provide Visa with general authorisation to engage with Visa affiliates as “sub-processors” to Process Your Personal Information solely for the purposes of supporting Visa in performing its obligations in relation to the applicable Visa Product.  

3.2.5. To the extent legally permitted, Visa shall provide reasonable assistance to You in ensuring compliance with Your obligation to provide Data Subjects with the ability to effectively exercise their rights under Applicable Data Protection Laws (the “Data Subject Rights”). Visa shall, without undue delay, notify You of any request made by a Data Subject in relation to such Data Subject Rights. You shall handle such request and Visa shall at all times, insofar as this is possible, cooperate with and assist You in the fulfilment of its obligations under Applicable Data Protection Laws in relation to the exercise of such Data Subject Rights.

3.2.6. provide reasonable assistance to You with any legally required (i) data protection impact assessments; and (ii) prior consultations initiated by You with Your supervisory authority in connection with such data protection impact assessments.  Such assistance shall be strictly limited to the Processing of Personal Information by Visa on behalf of You in relation to the Applicable Visa Product taking into account the nature of the Processing and information available to Visa.

3.2.7. at Your choice, delete or return all Personal Information provided by You in relation to the Applicable Visa Product upon termination of the Agreement and delete existing copies unless storage is required by applicable laws.

3.2.8. make available to You all information necessary to demonstrate compliance with the obligations set out in Article 28 GDPR (or any other similar obligation as required under Applicable Data Protection Laws) and allow for (and contribute to) audits, including inspections conducted by You or another auditor under Your instruction; subject to the following: such audits, including inspections, shall be at reasonable intervals (but not more than once per year) upon not less than 30 days' notice, provided that the audit will: (i) not disrupt Visa's business; (ii) be conducted during business hours; (iii) not interfere with the interests of Visa's other customers; and (iv) not exceed a period of two successive business days (v) You (or Your third party auditor) will comply with Visa's relevant security policies and appropriate confidentiality obligations as set out in the Terms of Use; (vi) Visa will contribute to such audit by providing reasonable assistance. If Visa can demonstrate its compliance with the obligations set out in Article 28 GDPR (or any other similar obligation as required under Applicable Data Protection Laws) by adhering to an approved code of conduct, by obtaining an approved certification or by providing You with an audit report issued by an independent third party auditor (provided that You will comply with appropriate confidentiality obligations as set out in the Agreement and shall not use such audit report for any other purpose), You agrees that You will not conduct an audit under this clause (h). In acknowledgement of the time, expense and disruption to business associated with performing inspections involving interviews and onsite visits, You agrees to only conduct such inspections on condition that You can demonstrate such inspection is necessary beyond the information made available by Visa under this clause.

3.2.9. notify You without undue delay upon becoming aware of an actual breach affecting Your Personal Information (as such breach may be defined in Applicable Data Protection Laws), providing You with sufficient information and reasonable assistance to allow You to meet its obligations under Applicable Data Protection Laws. In the event of an actual breach of security leading to the accidental or unlawful destruction, loss, alteration, unauthorised disclosure of, or access to, Personal Information transmitted, stored or otherwise Processed (“Personal Information Breach”) affecting Your Personal Information contained in Visa’s systems, Visa shall investigate the circumstances, extent and causes of the Personal Information Breach and report the results to You. Except as required by applicable laws, neither Visa nor You will not make (or permit any third party to make) any statement concerning the Personal Information Breach that directly or indirectly references the other party to this Agreement, unless the other party of this Agreement provides its explicit written authorization.

3.2.10. You shall be responsible for any reasonable costs arising from Visa’s provision of assistance to You pursuant to clause 3.2(b), clause 3.2(f), clause 3.2(g), clause 3.2(h)(vi) and clause 3.2(i) of this Schedule.

4. U.S. DATA PRIVACY TERMS

4.1. The parties agree that in most circumstances when Personal Information subject to Data Protection Laws in the U.S. is Processed by the parties the Processing of such Personal Information is subject to the Gramm Leach Bliley Act (“GLBA”). Accordingly, Visa will not disclose or use any Personal Information other than as necessary to provide the applicable Visa Products, and as otherwise permitted or required by Applicable Data Protection Law.

4.2.  Notwithstanding the foregoing, when Personal Information is Processed by Visa and such information is subject to the California Consumer Privacy Act (“CCPA”), the parties will Process such Personal Information in accordance with the CCPA.  Nothing in this Schedule indicates acknowledgement by either party that it is subject to the CCPA for any purpose, including the provision of the Visa Products, nor does anything in this Schedule waive either party’s right to object to application of the CCPA. Further, the parties agree that the CCPA does not apply to any information that is collected, processed, sold or disclosed by the parties subject to the GLBA.

4.3.  The parties acknowledge that, with respect to Personal Information Visa Processes on Your behalf that is not processed pursuant to GLBA and is subject to the CCPA: (a) You act as a Business within the meaning provided by the CCPA and this Schedule; and (b) Visa acts as a Service Provider within the meanings provided by the CCPA.

4.4. You specifically acknowledge and agree that Your use of the Services will not violate the rights of any Consumer, including those that have opted-out from sales or other disclosures of Personal Information, to the extent applicable under the CCPA. 

4.5. In its role as a Service Provider, Visa:

4.5.1. Will protect and secure Personal Information in accordance with the CCPA and shall provide the same level of privacy protection as is required by the CCPA;

4.5.2. Will Process Personal Information only for the specific business purposes set forth in the Visa Product Terms;

4.5.3. Except as permitted by the CCPA, will not sell or share Personal Information or retain, use, or disclose Personal Information (i) for any purpose other than as necessary to fulfill the business purposes set forth in the Agreement, including retaining, using, or disclosing Personal Information for a commercial purpose other than the business purpose set forth in the Agreement; or (ii) outside of the direct business relationship between You and Visa;

4.5.4. Will not combine the Personal Information with Personal Information that it receives from or on behalf of any other person(s) or entity(ies), or collects from its own interaction with an individual, except as otherwise permitted by the CCPA;

4.5.5. Will implement reasonable security procedures and practices, appropriate to the nature of the Personal Information, to protect the Personal Information from unauthorized or illegal access, destruction, use, modification, or disclosure;

4.5.6. Will immediately notify You of any material changes in Visa’s ability to meet its obligations under the CCPA, including but not limited to any determination that Visa can no longer meet its obligations under this Schedule;

4.5.7. Will ensure that Visa’s agreement with any sub-processors used to Process Personal Information complies with the CCPA, including, without limitation, the contractual requirements for Service Providers and Contractors;

4.5.8. Will provide You with reasonable cooperation, upon request, to enable You to comply with consumer requests made pursuant to the CCPA;

4.5.9. Grants You the right to take reasonable and appropriate steps in accordance with the Visa Product Terms to ensure that Visa uses Personal Information in a manner consistent with Your obligations under the CCPA; and

4.5.10. Grants You the right, upon notice, and in accordance with the Visa Product Terms to take reasonable and appropriate steps to stop and remediate Visa’s unauthorized use of Personal Information.

4.6. Visa certifies that it understands its obligations, including restrictions, imposed upon it by CCPA with respect to Personal Information and will comply with them.

4.7. Notwithstanding the above, Visa may retain, use or disclose Personal Information as permitted under the CCPA, including:

4.7.1. To retain and employ another Service Provider or Contractor as a subcontractor in accordance with Section 4.6(g) of this Schedule and any other applicable terms of the Visa Product Terms where the subcontractor meets the requirements for a Service Provider or Contractor under CCPA;

4.7.2. For its internal use to build or improve the quality of Visa services, provided that Visa does not use the Personal Information to perform services on behalf of another person;

4.7.3. To prevent, detect, or investigate data security incidents or protect against malicious, deceptive, fraudulent or illegal activity;

4.7.4.  For the purposes enumerated in California Civil Code § 1798.145(a)(1) through §1798.145(a)(7); and/or

4.7.5. For any other purpose expressly contemplated or permitted by CCPA or other applicable law.

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End of the Terms of Use.