Please read these terms carefully before proceeding.
This agreement avoids potential misunderstandings or disputes when Visa’s products, services, or marketing strategies may potentially appear similar to ideas or intellectual property assets submitted to Visa. If, despite our request that you do not send us your ideas and/or intellectual property assets, you still submit them, the following terms shall apply to and govern your submissions.
You are encouraged to seek the advice of an attorney licensed in your location before agreeing to these terms and conditions. By agreeing to the terms below, you will create a contract by which you are legally bound (hereafter the “Agreement”).
All submissions should be in English.
- By making a submission to Visa, Inc. (the "Submission"), you and your affiliates (“You,” “Your,” “Yourself,” or “Submitter”) desire that Visa, Inc. and its affiliates (“We,” “Us,” or “Our”) evaluate the Submission for a potential transaction with You, and You agree to the terms herein. You agree that Our acceptance of Your Submission shall constitute good and valuable consideration for the terms in this Agreement.
- You represent that You have the right to license any intellectual property rights, including without limitation, patents, contained in the Submission to Us for all operations, products and services of Visa and its affiliates, either because you own the intellectual property rights or you have exclusively licensed them from another and have the right to grant such sublicenses. If you have exclusively licensed the intellectual property rights to any other party in any area that may be of interest to Visa, then that other party is also required to agree to the terms in this Agreement before Visa will be willing to review the Submission.
- You agree that We will not be required to treat any part of the Submission (including without limitation any unpublished patent applications) as confidential or protected by copyright, even if labeled as such.
- The Submission and our knowledge arising out of the Submission will not constitute notice to, or knowledge by, Us of any patent or claim of patent infringement for any purpose, including but not limited to a claim by You of willful infringement, the inducement of infringement or contribution to any infringement, or any increased damages or any notice of infringement under applicable United States laws or regulations or any analogous non-U.S. laws or regulations. You will not use, and you waive any right to use, the Submission Related Materials, and any consideration or analysis by Us of the Submission Related Materials, in any judicial, administrative, or other proceeding as evidence for any purpose, including as evidence of, or otherwise in support of showing or establishing, any such notice or knowledge under applicable law. You or any subsequent owner of any intellectual property rights described in Your Submission may send a written notice to Us at any time to terminate any negotiations or discussions that have begun pursuant to the Submission ("Termination"). Upon Termination, the provisions of this Agreement will survive, but only with respect to the Submission.
- You acknowledge and agree that:
- Neither party is obligated to enter into any business transaction as a result of the Submission or this Agreement.
- We are under no obligation to review or consider the Submission.
- Neither party acquires any intellectual property rights under this Agreement.
- This Agreement does not create any agency or partnership relationship.
- This Agreement is not assignable or transferable by either party without the prior written consent of the other party, and that any assignment in violation of this clause is null and void.
- Any amendments or modifications to the agreement must be in writing signed by both parties.
- Failure to enforce any provision of this agreement will not constitute a waiver of the remainder of the agreement.
- This Agreement is governed by the laws of the State of New York, without reference to or application of its choice or conflict of law principles.
- This Agreement is the entire understanding and agreement between You and Us and supersedes all other prior and contemporaneous agreements.
- No representations or warranties have been made to You or by Us in connection with this Agreement.
- Definition. "Submission Related Materials" means:
- the Submission and any other information You provide as part of Your Submission,
- any preceding or subsequent submissions, correspondence, negotiations or discussion between You and Us related to the Submission prior to Termination, and
- our knowledge of and our independent review of information related to the Submission.