By downloading, installing, accessing, or using this software and any associated documentation files (collectively, the “Software”), you acknowledge and agree to be bound by these Terms of Use, which may be modified by Visa from time to time in its sole discretion. If you do not agree to these Terms of Use, or if at any time you cease to agree, you must immediately stop accessing and using the Software and remove all copies of the Software from your applications, systems, and devices (“collectively, “Applications”).
- Early Beta; Experimental Software; Assumption of Risk. The Software is provided as a confidential, pre-release, early beta reference implementation for evaluation and testing purposes only and is subject to user spending limits and approval. The Software is experimental in nature, has not been fully tested, and may contain defects, errors, vulnerabilities, or other issues that could cause failures, inaccuracies, security risks, data loss, service interruptions, or other adverse outcomes. The Software is not a production-ready product and is not intended for general availability, commercial release, or widescale deployment. By using the Software, you expressly acknowledge that you are voluntarily opting in to act as an early tester of an experimental offering and that you assume all risks associated with such use.
- Confidentiality. The Software constitutes confidential and proprietary information of Visa U.S.A. Inc. and its Affiliates (collectively, “Visa”). You agree to treat the Software as Visa confidential information and to protect it using at least the same degree of care you use to protect your own confidential information of similar sensitivity, but in no event less than a reasonable standard of care. You may use and disclose the Software solely to the extent necessary to exercise the license expressly granted below and for no other purpose. For purposes of these Terms of Use, “Affiliate” means any entity that controls, is controlled by, or is under common control with a party.
- License. Subject to and conditioned upon your compliance with these Terms of Use, Visa grants you a non-exclusive, non-sublicensable, non-transferable, revocable, limited license to: (i) download, install, access, review, and use the Software solely for evaluation and testing purposes; and (ii) incorporate, integrate, and use the Software within your Application(s) solely as necessary to evaluate and test your Application(s) and the Software’s functionality in connection with your Application(s), and for no other purpose.
- Intellectual Property Rights. Visa retains all right, title and interest in and to Software, including any and all Intellectual Property Rights therein and thereto. You are not obligated to provide any Feedback or Modifications to Visa. However, to the extent you or your Affiliates provide any Feedback or create any Modifications: (a) Visa and its Affiliates shall have and are hereby granted a perpetual, irrevocable, worldwide, royalty-free right to use, disclose, reproduce, modify, distribute, and otherwise exploit such Feedback and any associated Intellectual Property Rights for any purpose, including incorporation into the Software or other Visa products or services; and (b) you hereby assign, and will assign, to Visa all right, title, and interest in and to any Modifications and all associated Intellectual Property Rights, and you will execute (and cause your Affiliates, employees, and contractors to execute) any documents reasonably requested by Visa to effect such assignment. For the avoidance of doubt, the Software does not constitute “Feedback” provided by Visa to you. For purposes of these Terms of Use, (i) “Feedback” shall mean any and all suggestions or comments, or other works or information provided by or on behalf of you or any Affiliate to Visa for use in connection with, or otherwise relating to, the Software, or a Visa product, program or service, or any portion thereof, including, without limitation, information, content, or code submitted through pull requests or other proposed code changes to the Software; (ii) “Intellectual Property Rights” shall mean all intellectual property rights on a worldwide basis, including (i) all rights under all classes or types of patents and applications thereof (including, without limitation, utility models, invention registrations, supplementary protection certificates, and all divisions, provisionals, continuations, continuations-in-part, extensions or re-examinations or reissues) and equivalent or similar rights anywhere in the world in inventions and discoveries in all countries of the world, (ii) trademarks (whether registered or unregistered), trademark applications, trade names, service marks (whether registered or unregistered), service mark applications, (iii) copyrights (whether registered or unregistered), copyright applications, mask work rights, moral rights, and other rights in works of authorship, (iv) trade secrets, know-how, processes, technology, development tools, ideas, concepts, design rights, data base rights, methodology, algorithms and inventions, (v) any other proprietary rights in technology of every kind and nature, and (vi) any rights to use or exploit any of the foregoing; and (iii) “Modifications” shall mean any and all modifications, changes, adaptations, alterations, corrections, updates, upgrades, improvements, enhancements, extensions, and other additions to or implementations of the Software, Visa’s products, services, or other technology.
- Visa Updates. Visa may, in its sole discretion, make updates, modifications, or changes to the Software from time to time (each, a “Visa Update”). Any Visa Update made available to you will be subject to these Terms of Use or such other terms as Visa may specify.
- Compliance with Laws. You shall use the Software in compliance with all applicable laws, rules, regulations, and governmental orders, including without limitation all applicable export control, sanctions, data protection, and anti-money laundering laws.
- Termination. Visa may, at any time and without notice, suspend or terminate your access to the Software. Upon expiration or termination, all rights and licenses granted to you under these Terms of Use will immediately terminate, and you must cease all use of the Software, including in connection with any existing or future Applications.
- Disclaimer of Warranties; Limitation of Liability. THE SOFTWARE IS PROVIDED “AS IS”, “AS AVAILABLE”, “WITH ALL FAULTS” BASIS WITHOUT WARRANTY OF ANY KIND, EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO THE WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NONINFRINGEMENT. TO THE MAXIMUM EXTENT PERMITTED BY LAW, IN NO EVENT SHALL VISA OR ITS AFFILIATES BE LIABLE FOR ANY CLAIM, DAMAGES OR OTHER LIABILITY, WHETHER IN AN ACTION OF CONTRACT, TORT OR OTHERWISE, ARISING FROM, OUT OF OR IN CONNECTION WITH THE SOFTWARE OR THE USE OR OTHER DEALINGS IN THE SOFTWARE.
- Data Privacy Terms. You acknowledge and agree that use of the Software involves the processing of your personal information. Participation is purely voluntary, and you may opt out of future participation at any time by contacting Visa, detailing your intent to delete your account. You acknowledge that Visa may continue to process personal information about you that was anonymized before you withdrew your consent. Your right to use the Software will terminate at any time in Visa’s sole discretion.
- Privacy Statement. You acknowledge that by choosing to use the Software, Visa will process your personal information, including payment information and login credentials, for purposes of testing the Software, in accordance with Visa’s Global Privacy Notice. Visa will retain your personal information for as long as necessary in connection with testing the Software and related test results analysis and for any additional period that may be required or permitted by law.
This product is in beta testing and in the process of development and deployment. Features may not be available in all markets.