As used in this Agreement, the terms "you", "your" or "user" are synonymous, and refer to the person using the Specification in any way.
UPDATES.Visa will provide periodic updates to the Specification, which a Registered User will be able to access on www.visa.com. You will be responsible for ensuring that you are using the most up to date version of the Specification. Users are encouraged to check the site regularly to stay informed of pertinent Specification information.
USE OF VISA MARKS.You may not use any Visa marks to show endorsement of or to promote your products or services. Once the Specification has been integrated into your products or services, you may promote that your products or services support the Visa Commercial Format (VCF) in your applications.
COMPLIANCE WITH CISP.You acknowledge and agree that by having access to Cardholder Information you are required to be compliant with Visa's Cardholder Information Security Program ("CISP"). You shall, at your sole cost and expense: (a) conduct or have conducted the audits required for CISP certification; and (b) take all actions required for you to maintain CISP compliance. You agree to remain at all times aware of changes to CISP and implement such changes when required by Visa to do so. Additional information can be found at www.visa.com/cisp. Cardholder Information means: (a) any Visa account number; (b) any transaction information concerning a Visa account; (c) any Visa or third party information that constitutes "nonpublic personal information," as such term is defined in the federal Gramm-Leach-Bliley Act of 1999, as amended, and the regulations promulgated under that act; and (d) any information subject to Section 628 of the federal Fair Credit Reporting Act of 1970, as amended, or any regulations or guidelines promulgated under that section.
NO UNLAWFUL OR PROHIBITED USE.You may not use the Specification for any purpose that is unlawful or prohibited by these Terms.
CONFIDENTIALITY.The information related to the Specification is the property of Visa and is for the sole use of authorized users of the Specification only in support of Visa branded products and services. A User must not disclose information derived from the Specification, or any other information associated with the Specification, to third parties unless it is permitted or otherwise authorized.
TRANSFERABILITY.You may not transfer, distribute, sub-license, assign or grant any rights in the Specification in any form to any person without the prior written consent of Visa. As a condition to Visa granting consent, among others that Visa may require, any such transferee or licensee must agree to be bound by these Terms. These Terms are binding upon and inure to the benefit of you and your respective successors and assigns.
TERMINATION.Use of the Specification is at the sole discretion of Visa, which may limit participation, impose conditions on its use, and discontinue support of the Specification at any time. Your license and right to use the Specification is effective until terminated. This Agreement will terminate immediately without notice from Visa if you fail to comply with any Terms.
RESTRICTIONS.Visa reserves all patent, copyright, trade secret, trade name, trademark, accompanying media or documentation, and other proprietary rights related to the Specification, and you shall not infringe or violate such rights. Except as stated herein, the Specification is for your use only. You may not modify, translate, reverse engineer, decompile, disassemble, copy, distribute, transmit, display, perform, reproduce, publish, license, create derivative works from, transfer, or sell any information, software, products or services obtained from or in connection with the Specification. Notwithstanding the above, you may print or download one (1) copy of the associated media and documentation for the Specification solely for developmental and back-up purposes only, provided that you reproduce all copyright and other proprietary notices included on the original on such copy. Additionally, you may not remove any proprietary notices, labels, or marks on the Specification or accompanying documentation.
WARRANTIES.EXCEPT AS MAY BE PROHIBITED OR RESTRICTED BY APPLICABLE LAW, ALL MATERIALS, INFORMATION, PRODUCTS, SOFTWARE, AND SERVICES INCLUDED IN OR AVAILABLE THROUGH THE SPECIFICATION IS PROVIDED "AS IS" AND WITH ALL FAULTS FOR YOUR USE. VISA DISCLAIMS ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, AND VISA SPECIFICALLY DISCLAIMS ANY IMPLIED WARRANTY OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE. VISA, ITS SUBSIDIARIES, AND ITS LICENSORS DO NOT WARRANT THAT ANY DEFECTS OR ERRORS WILL BE CORRECTED; OR THAT THE SPECIFICATION IS FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS. SATISFACTION, QUALITY, PERFORMANCE, ACCURACY AND EFFORT CONCERNING THE SPECIFICATION ARE SOLELY AT YOUR OWN RISK. BECAUSE SOME JURISDICTIONS DO NOT PERMIT THE EXCLUSION OF CERTAIN WARRANTIES, THESE EXCLUSIONS MAY NOT APPLY TO YOU.
EXPORT CONTROLS.You agree that neither the Specification, the accompanying documentation nor any direct product thereof is being or will be shipped, transferred or re-exported, directly or indirectly, into any country prohibited by the United States Export Administration Act and the regulations thereunder or will be used for any purpose prohibited by the Act.
LIMITATION OF LIABILITY.FOR VISA MEMBERS, THE ENTIRE AND EXCLUSIVE LIABILITY OF VISA AND ITS LICENSORS UNDER THIS AGREEMENT SHALL BE AS STATED IN THE VISA OPERATING REGULATIONS. FOR NON-MEMBER USERS, YOU AGREE NOT TO HOLD VISA LIABLE FOR ANY LOSS OR DAMAGE INCURRED AS A RESULT OF YOUR USE OF THE SPECIFICATION.
IN NO EVENT SHALL VISA (INCLUDING ITS MEMBERS, VENDORS, OFFICERS, DIRECTORS, EMPLOYEES AND AGENTS) BE LIABLE FOR ANY INDIRECT, SPECIAL, INCIDENTAL, PUNITIVE OR CONSEQUENTIAL DAMAGES IN CONNECTION WITH OR ARISING OUT OF THIS AGREEMENT OR THE PROVISION OF SPECIFICATION, HOWEVER SUCH DAMAGES ARISE AND/OR WHETHER IN TORT, CONTRACT OR OTHER CLAIM, EVEN IF SUCH PARTY HAS BEEN INFORMED OF THE POSSIBILITY OF SUCH DAMAGES.
GOVERNMENT USE.If you are acquiring the Specification or accompanying documentation on behalf of the U.S. Government, use of the Specification shall be subject to "Restricted Rights," as defined in the Federal Acquisition Regulations ("FARs") in Paragraph 52.227-19(c)(2), or its equivalent paragraph in an applicable agency supplement to the FARs.
GENERAL.This Agreement and Terms represents the entire agreement between the parties relating to the subject matter hereof and no waiver or modification of the Agreement shall be valid unless in writing signed by each party. The waiver or a breach of any term hereof shall in no way be construed as a waiver of any other term or breach hereof. This Agreement will be governed by the laws of the State of California without reference to conflict of laws principles. In any dispute arising out of this Agreement, you and Visa each consent to the exclusive personal jurisdiction and venue in the State and Federal courts within San Francisco County, California. If any provision of this Agreement shall be held by a court of competent jurisdiction to be contrary to law, the remaining provisions of this Agreement shall remain in full force and effect.
Should you have any questions about this Agreement, please notify Visa at the following address:
Contracts Administrator, Visa U.S.A. Inc. Legal Department
P.O. Box 8999, San Francisco, CA 94128-8999
Phone: (650) 432-3200