VISA 2021 TAP TO PAY SWEEPSTAKES PROMOTION AGREEMENT FOR SMALL BUSINESSES

By clicking accept below, You, as an authorized representative of the Company that you designated in the registration process (“Company”) for participation in this License Agreement (“Agreement”) which is a legal agreement between the Company and Visa U.S.A. Inc. (“Visa”), together known as the “Parties.” You represent and warrant that you have full legal authority to enter into this Agreement on behalf of your Company and bind your Company to this Agreement.

NOW, THEREFORE, in consideration of the foregoing and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties agree as follows:

1. Participation: By clicking accept below, You, as an authorized representative of the Company, hereby indicate Company’s intent to participate in the Visa promotion set forth herein and an understanding of the roles of both parties with respect to the promotion.

2. Sweepstakes: Terms of the promotion (the “Sweepstakes”) are as follows: Between 12:00:00 AM Pacific Time (“PT”) on 5/1/21 and ends 11:59:59 PM PT on 6/30/21 (the "Promotion Period”), legal residents of the fifty (50) United States and the District of Columbia who are 18 or older as of 5/1/21 will automatically receive one (1) Sweepstakes entry for each eligible contactless Visa purchase made with her/his/their contactless Visa card or using his/her/their Visa card with a payment-enabled mobile or wearable device during the Promotion Period at a participating merchant location in the U.S. Void in Puerto Rico and where prohibited. There will be one (1) Grand Prize winner and five (5) First Prize winners selected in a random drawing at the end of the Promotion Period from among all eligible entries received.

3. Terms and Conditions: Visa or its agent shall be solely responsible for ensuring that the Sweepstakes is structured, advertised, and conducted in a manner that complies with all applicable laws.

4. Representations and Warranties: Each party warrants and represents that: (i) it has the power and authority to grant the rights and perform the obligations to which it commits herein; (ii) the execution of the Agreement by the person representing it will be sufficient to render the Agreement binding upon it; and (iii) neither its performance hereunder nor the exercise by the other party of rights granted by the warranting party hereunder will violate any applicable laws or regulations, or the legal rights of any third parties, or the terms of any other agreement to which the warranting party is or becomes a party. Each party is separately responsible for ensuring that its performance does not constitute any such violation during the Promotion Period.

Company warrants and represents it fulfills the eligibility requirements to participate in the Visa 2021 Tap to Pay Small Business Grant Program (“Grant Program”). Company warrants and represents it fulfills the following eligibility requirements for the Grant Program which is open to small businesses who: (a) have a brick and mortar presence located in the 50 U.S. and D.C. (excluding Puerto Rico); (b) accept Visa as a form of payment; (c) have a valid employer identification number or taxpayer identification number; (d) are a privately-owned for-profit business (corporation, partnership, or sole proprietorship) with an annual revenue under $25MM or fewer than 100 employees; and (e) has been operating since, or prior to, May 1, 2021.

Company also warrants and represents that it does not fall into any of the following categories which are not eligible to participate in the Grant Program: (1) businesses that are sexually explicit or promote objectionable material or subject matter, including violence; (2) businesses that operate to promote a political, religious, or social agenda; (3) businesses that are not legally recognized and lawfully conducted in the jurisdiction in which it operates; (4) businesses that present a conflict with Visa (such as a competitor); (5) businesses that would reflect negatively on Visa, as determined solely by Visa; (6) businesses who have an exclusive relationship with MasterCard, American Express, Discover, or any Visa competitor; and (7) businesses whose website fails to adequately describe the business or business activities and/or services, or eligibility, such that it cannot be determined whether the business complies with the eligibility requirements described in this Agreement

5. Marks: Solely in order for the Company to fulfill its obligations hereunder and subject to Visa’s approval, Visa hereby grants to the Company a limited, non-exclusive, royalty-free license to use, distribute, and display the Visa trademarks, service marks and logos (collectively, the “Visa Marks”) in Promotional Materials, Digital Materials, and Point of Sale Materials (all described below) subject to the terms of this Agreement.

6. Indemnity: Each party will indemnify, defend, and hold harmless the other party, its affiliates, and each of their respective officers, directors, employees, agents, successors, and assigns, and, in the case of Visa, its issuing financial institutions, from any third party claims, damages, liabilities, losses, penalties, settlements, government procedures, expenses and costs, including reasonable attorneys' fees and costs of suit, arising out of the indemnifying party's: (i) failure to comply with applicable laws and regulations with respect to its obligations set forth in this Agreement; (ii) unauthorized use of the Visa Marks or the marks of a third party; (iii) negligence or willful misconduct in connection with its performance of this Agreement; and/or (iv) misrepresentation or breach of any warranty, obligation, or covenant of this Agreement. Except in the case of third party claims for which an indemnity is owed, neither party will be obligated to the other party for indirect, special, consequential, or incidental damages.

7. During the Promotion Period, Visa will perform as follows:
a. Visa or its agent, at Visa’s sole cost and expense and subject to approval by Company as set forth above, will develop the following materials for use during the Promotion Period:
i. Visa contactless usage messaging related to the Sweepstakes and the benefits of tapping to pay (collectively, the “Promotional Materials”);
ii. Marketing Resource Guide;
iii. Digital materials (the “Digital Materials”) consisting of: (i) digital banners and (ii) social post materials;
iv. Point of Sale materials (the “Point of Sale Materials”) consisting of signage to be displayed by Company in-store and accompanied by required copy of the Official Rules.

8. During the Promotion Period, Company will perform as follows:

a. Company shall not alter the Promotional Materials, Digital Materials, or Point of Sale Materials in any way without Visa or its agent’s written permission.
b. Company shall distribute the Promotional Materials, Digital Materials, and Point of Sale Materials only as permitted by the Marketing Resource Guide and any instructions accompanying the Promotional Materials. Company hereby represents and warrants that the distribution of all Promotional Materials, Digital Materials, and Point of Sale Materials pursuant to this Agreement will comply with all local, state, and federal laws and regulations, including Section 5 of the FTC Act.

9. Termination: Either party may terminate this Agreement on immediate written notice to the other party if the other party breaches its obligations under this Agreement. Additionally, Visa may terminate this Agreement on immediate written notice to the Company and disqualify the Company from participating in the Grant Program if Visa determines in its sole discretion that the Company does not fulfill the eligibility requirements or falls under any of the exclusions for the Grant Program listed in this Agreement or determines the Company is ineligible to participate in the Grant Program for any other reason.

10. Governing Law: This Agreement will be governed by the laws of the State of California, without giving effect to its conflicts of law provisions.

11. Entire Agreement: This Agreement constitutes the entire agreement and understanding between Visa and Company with respect to the terms hereof, and there are no other agreements, representations, warranties or understandings between Visa and Company with respect to such subject matter. To the extent that any other agreement, written, or verbal, appears to exist between the Parties with respect to the subject matter hereof, this Agreement supersedes any such agreement.

Please enter the requested information to agree to the terms for promotion of the Visa 2021 Tap to Pay Sweepstakes
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