The 2019 Visa Everywhere Initiative (“Initiative”) is a virtual and global in-person innovation challenge presented by Visa International Service Association (“Visa”) that is designed to accelerate innovation by bringing together startups, developers and designers to create cutting-edge solutions involving Visa products. Visa is additionally looking for female entrepreneurs focused on social impact outcomes across micro and small business development, environmental and social responsibility, and community engagement. For this iteration of the Visa Everywhere Initiative, we are looking for startups founded or co-founded by women. Subject to the terms and conditions set forth below (“Terms”
), the winning submission for each of the two challenges comprising the Initiative will be awarded a $100,000 USD cash prize and receive mentorship from Visa. One finalist will be selected from each of six regions for each of the two Initiative briefs from the submissions and be given the opportunity to present their solution to a judging panel that may include executives from Visa and as well as other members of the payments and technology communities. The Initiative is governed by the Terms, is subject to all applicable laws, and is void to the extent prohibited or restricted by law. Visa may perform any of its activities or exercise any of its rights in connection with the Initiative, whether or not described in these Terms, directly or via one or more designees (which may include KITE Solutions Inc. (“KITE”
Visa is looking for the best and brightest companies to provide an innovation solution that helps people reach their goals and aspirations through breakthrough digital or social tools.
The Solution should be aligned to Visa’s brand positioning (“Wherever you want to be, Visa helps you get there”), solve business challenges, influence our product roadmaps, support our customers, and shape our culture of innovation, and directly solve for one of the following two challenges (the “Challenges
- Challenge #1: Leveraging your company’s unique capabilities, how could your solution help transform consumer, payments and/or commercial experiences locally, regionally or globally?
- Your solution could apply to financial institutions, online-only banks and lenders, merchants, marketplaces, digital wallets, data analytics, loyalty programs, payment solutions or payment infrastructure.
- Challenge #2: How can female entrepreneurs around the world drive social impact by supporting sustainable and equitable livelihoods and strengthening local / regional economies?
- Visa is looking for female entrepreneurs focused on social impact outcomes across micro and small business development, environmental / social governance (ESG),
and community engagement.
The initial phase of the Initiative will take place via online registration and submission of your solution (“Solution
”). Registrations and corresponding Solutions will be accepted from March 4, 2019 until 11:59 p.m. PDT on April 14, 2019 (“Submission Period
”). Based on a number of factors, including criteria described in Section 9 below and information gained from inquiries and discussions with solution submitters, Visa will select one finalist from each of the Regions for each challenge (each a “Finalist
”). The Regions are as follows: North America, Latin America, Europe (excluding France), France, Asia Pacific, and CEMEA, each as defined in Appendix A. Note that not every country in each Region is an Eligible Country. Some Regions or Eligible Countries may have different or additional terms, which are set forth in Appendix B. Potential Finalists will be notified of their selection, and be required to (a) confirm within a specified timeframe that they will present in person for the finals on June 7, 2019 in Paris, France 2019 (the “Finals
”), and (b) agree to additional terms and conditions that will govern potential post-Initiative development of products, as appropriate based on the nature of the submission (the “Post-Submission Materials
”). Potential Finalists from the Europe and France Regions will not be required to enter into additional terms and conditions in order to participate in the Finals. The Finalists will then be invited to present their Solution in person at the Finals at which time a winner will be selected for each Challenge (“Brief Winner
”). Each Brief Winner will be awarded a $100,000 USD cash prize and will also be invited to participate in one or more mentoring meetings over the course of a year. Registering and submitting a Solution for the Initiative does not mean that you will be invited or guaranteed the opportunity to participate in the Initiative in person as a Finalist.
Visa reserves the right, in its sole discretion and without prior notice, to adjust the number of Finalists, and any other participants selected, or to adjust any of the dates and/or timeframes stipulated in these Terms for any reason, including for purposes of verifying a participant’s compliance with these Terms, or as a result of technical problems, or in light of any other circumstances that, in Visa’s opinion, affect the proper administration of the Initiative as contemplated in these Terms.
You agree that you will not issue any press release or make any public statement or disclosure about the Initiative without Visa’s prior written consent, and that failure to comply with this may result in disqualification.
3. Agreement to Terms
By submitting a Solution, (a) you agree to comply with all applicable laws, these Terms, and any other guidelines or instructions provided to you by Visa in connection with the Initiative, (b) you represent and warrant that you have the authority to bind your company (“Company
” or “you
”) and the participants from your Company to these Terms, and (c) you agree that all decisions of Visa and the Initiative’s judges (“Judges
”) are final and binding on you, your Company, and its participants.
To the extent that there is any inconsistency between these Terms and any Initiative-related materials, including but not limited to social media, website content, and television, print, or online advertising, the Terms shall govern.
4. How to Submit
You may register for and submit a Solution to the Initiative by following the instructions at https://visa.com/everywhereinitiativeglobal
Initiative Participants will be asked to identify how they may have been referred to the Initiative. How a participant has been referred to the Initiative will not affect how a Solution is evaluated or judged in any manner.
All registrations and submissions must be received by 11:59 P.M. PDT in San Francisco on April 14, 2019 to be considered for the Initiative. Visa’s systems shall serve as the official clock for purposes of the registration and submission deadline. In your submission, you must identify the particular Challenge that your Solution is intended to address.
It is solely your responsibility to ensure that you have properly registered and submitted your Solution. Visa will not be responsible for any lost, delayed, misdirected, incomprehensible, incomplete, damaged, garbled or undeliverable registrations or Solutions, or any delay or failure to transmit, process, receive or consider registrations or Solutions.
After you submit your Solution, you may be asked to complete the Post-Submission Materials, and Finalists will be selected from the group of potential Finalists who meet these requirements. Given the potentially short time between the end of the Submission Period and the selection of the Finalists, you are encouraged to submit your Solution as soon as possible and to complete the Post-Submission Materials. Solutions may be further developed or modified between initial submission and the finals.
5. Eligibility – Participants
You may only register for the opportunity to participate in the Initiative if you are a company incorporated or registered to do business in an Eligible Country within a Region for which you are submitting at the time of registration, and all participants from your Company are at least 18 years old (or at least the age of majority in your/their jurisdiction of residence, whichever is older) at the time of registration. Only companies that were founded or co-founded by one or more women are eligible. In addition, employees of Visa or its designee(s) are not eligible to submit a Solution to the Initiative. In the event that a Company files at any time for any insolvency, undertakes an unsuitable assignment, or is involved in a voluntary or involuntary filing of a bankruptcy or similar proceeding, Visa may deem the Company ineligible for the Initiative.
Visa may request valid proof of eligibility, including with respect to identity, corporate organization, age, the identity of your Company’s founder or co-founders, and other relevant documentation, and may disqualify a participant at any time without notice for any reason, including, without limitation, if Visa determines (in its sole discretion) that the provided proof is not sufficient or the participant does not otherwise meet the Initiative’s eligibility criteria, or the participant fails to comply with these Terms or attempts in any way to disrupt or undermine the Initiative or to circumvent any of these Terms.
You are not required to make any purchase or pay any fee to register for, or participate or receive an award or other recognition in, the Initiative nor will you be required to make available any ownership or equity stake in your Company. However, you and your Company (if applicable) are responsible for all expenses you may choose to incur in the course of developing your Solution and presenting it at the Finals. Visa will provide funding towards or purchase transportation, accommodations, or other reasonable expenses in the event that you are invited to present in person as a Finalist, provided Finalists remain responsible for obtaining visas and other necessary travel documents. Participants will responsible for making their own travel arrangements and obtain visas or other necessary travel documents.
6. Visa Materials
In the course of developing your Solution, you may be granted access to Visa APIs or other materials, documentation, data, content, or code (collectively, “Visa Materials
”) via the Visa Developer Portal (“VDP
”) available at https://developer.visa.com/terms. To the extent that you are provided access to the VDP and Visa Materials, and subject to and contingent upon your compliance with these Terms, Visa hereby grants to you a limited, revocable, non-exclusive, non-transferable, non-sublicensable, royalty-free license in the country where your company is registered to access and use the VDP and Visa Materials solely during the Initiative and solely for the purposes of developing and demonstrating your Solution. Upon access and use of the VDP and any Visa Materials, you agree to abide by such TOU, which (as they exist now or may subsequently be amended) are hereby incorporated by reference, such that references to these Terms shall include the TOU. Any use of the Visa Materials shall include attribution to Visa as the source thereof and shall contain all copyright and other proprietary notice or legends found on the original.
You agree that Visa may restrict the number of calls your Solution makes through the Visa APIs, for any reason including, but not limited to, concerns regarding stability or security of the Visa APIs or other Visa systems, or for no reason. You agree that Visa may throttle, suspend or permanently terminate responses to your Solution’s Visa API calls, at Visa’s sole discretion, and that Visa may change the method of access to the Visa APIs at any time.
You represent and warrant and agree that: (a) you will use the Visa Materials only for purposes permitted by and in accordance with these Terms and applicable laws, directives, rules, and regulations and not for any commercial use, and any future commercial use of the Visa Materials shall be subject to separate terms and conditions; and (b) you are solely responsible for, and neither Visa nor its affiliates have any responsibility to you or any third party for, (i) any data, content, or resources that you obtain, transmit or display through your Solution or the Visa Materials and (ii) any breach of your obligations under these Terms, any applicable third party license, or any applicable laws or regulations, and for the consequences of such breach.
You acknowledge and agree that your authorized use of the Visa Materials does not excuse you from, and Visa will not be responsible for, your compliance with applicable laws, directives, rules and regulations, including those that may require you to be licensed as a money transmitter or chartered as a bank or financial institution in the jurisdiction in which you are, may be, or will be offering services or to pay taxes, fees or make any withholdings.
In partial consideration for your right to use Visa Materials during the Initiative, you hereby grant to Visa, its parents, subsidiaries and affiliates, and their respective officers, directors, employees, agents, and designees (collectively, the “Visa Parties
”) a fully paid-up, royalty-free, worldwide, non-exclusive, irrevocable covenant not to sue (and not to assist or provide consent to any third party to sue) under any intellectual property rights which you own or control that relate to the Visa Materials (including the technologies, programs or services described therein), including any patents to make, have made, use, offer for sale, sell, import and otherwise provide the Visa Materials (or any portion thereof) and to practice any method, process or procedure in connection therewith. You hereby further irrevocably covenant not, in any way, to rely upon or refer to the Visa Materials, or any portion, functionality or other characteristics thereof, in any assertion or allegation of patent infringement (direct or indirect) or to assist or provide consent to any third party to do so.
7. Solution Guidelines
Solutions should be designed to meet all of the following criteria, each as determined by Visa in its sole discretion:
a. Offers new functionality, features or tools that solve for one of the three Challenges;
b. Does not contain, depict, imply or refer (explicitly or otherwise) to any content that:
i. is inappropriate, objectionable, or unsuitable;
ii. disparages or refers negatively to Visa, the Initiative, or any other person or entity;
iii. unnecessarily refers to any third party (person or entity); or
iv. violates any law or any third party’s intellectual property, privacy, personality or other rights (“Third-Party Rights”)
c. Does not conflict with any of Visa’s core values or brand guidelines, and is not otherwise objectionable to Visa;
d. Does not contain malicious code, create an information security risk or otherwise compromise the integrity of the Solution, whether alone or integrated with any Visa experience, product or service.
For Challenge #1 only, Solutions should also be designed to meet these additional criteria, each as determined by Visa in its sole discretion:
a. Incorporates and addresses existing commerce/payments problems and solutions;
b. Is minimum potentially viable product that can be easily integrated into a pilot with Visa and partner companies
Visa may disqualify any Solution, without notice, if it determines in its sole discretion that the Solution does not comply with any of the above requirements or otherwise with these Terms.
In addition, prior to the final presentations, Visa may – but is not obligated to – provide additional guidance or feedback to potential Finalists, either individually or as a group, regarding the development of their Solution(s).
8. Your Additional Representations and Warranties
By submitting a Solution to the Initiative, you represent and warrant that:
a. You and the Solution satisfy all of the eligibility requirements and criteria set forth in these Terms;
b. You are the original creator of the Solution;
c. You are the sole owner of, or you have obtained all necessary and appropriate rights, licenses, and permissions to use, the Solution and all content in and on the Solution and your presentation (if any);
d. The Solution is original and has not been previously published or received any previous award or recognition;
e. The Solution does not infringe or violate any Third-Party Rights, and none of the Visa Parties will infringe any Third-Party Rights when they copy, display, modify, transmit or otherwise use the Solution in connection with the Initiative or in any other way contemplated herein; and
f. The Solution is not the subject of any actual or threatened litigation, claim, or dispute.
Visa reserves all rights and remedies in the event that Visa determines that any of the above representations and warranties is materially false, including but not limited to the right to disqualify you and/or the Solution at any point prior to or after naming the Finalists, Audience Choice Winner, or Brief Winner and seeking return of any money awarded pursuant to the Initiative.
9. Judging Process
Visa and the Judges will select the Finalists and Brief Winners in their sole discretion. In the case of the Audience Choice Award, the Visa employees or others in attendance will select the Audience Choice Winner in their sole discretion. Throughout the Initiative, Visa may contact you regarding your Company, your Solution, its implementation, or other relevant topics to assist in evaluating your submission, and may share with other Visa personnel or Visa’s designees information received from such inquiries, correspondence, and discussions.
Because Visa is seeking innovative ideas and solutions, there is no single criterion on which Visa and the Judges will evaluate your Solution.
Solutions for Challenge #1 will be judged on a combination of the following criteria:
a. How unique, innovative, and/or novel is the Solution?
b. How scalable is the Solution?
c. How well will the Solution integrate with Visa platforms?
d. How easily can the Solution be implemented?
e. How compelling are the Company’s offerings?
f. How interesting is the Company to Visa in general?
g. How will the Solution potentially impact or improve the current consumer/merchant experience?
h. How positive an impression did the Company and its presentation make?
i. Is the Company at a stage of technological development that aligns with Visa’s interests?
j. Does the Company align with Visa’s diversity and inclusion initiatives, especially with respect to women in leadership?
k. Are the milestones that were identified for the development program sufficiently aggressive and attainable?
Solutions for Challenge #2 will be judged on a combination of the following criteria:
Solutions for the Social Impact Challenge will be judged on a combination of the following criteria:
a. How unique, innovative, and/or novel is the Solution?
b. How scalable is the Solution?
c. How aligned is the Solution with Visa’s Social Impact charter and areas of focus (i.e. micro- and small business development, environmental and social responsibility, and community engagement)
d. How compelling are the Company’s offerings?
e. How will the Solution potentially impact or improve sustainable and equitable livelihoods and strengthen local/regional economies?
f. How positive an impression did the Company and its presentation make?
g. Is the Company at a stage where it is sufficiently positioned to scale Solution?
h. Does the Company align with Visa’s diversity and inclusion initiatives, especially with respect to women in leadership?
i. Are the milestones that were identified for the development program sufficiently aggressive and attainable?
Visa and the Judges reserve the right, at their sole discretion, to provide a participant who submits a Solution for one Challenge with the award for a different Challenge. Decisions of Visa and the Judges with respect to all aspects of the Initiative will be final and binding.
10. Award Eligibility
A participant/Company is not eligible for an award in the Initiative (whether as a Brief Winner, Audience Choice Winner, or otherwise) unless all participants from the Company have complied with, and remain in compliance with, these Terms, and Company has obtained from Company participants all consents and approvals required under Section 14 below, as well as completed any other documentation that Visa may require, in its discretion, including but not limited to federal and state tax forms (e.g. W-9 (in the U.S.)). Except in the Europe and France Regions, awards may also be subject to Visa and Company entering into an agreement regarding post-Initiative activity related to the Company’s Solution or other activities with Visa (“Collaboration Framework Agreement
”), which may include a minimum number of appearances at Visa events, appropriate license and ownership provisions relating to intellectual property, as well as the provision of quotes or other materials that may be used by Visa in promoting the Initiative and the relationship with Company and other terms governing the development of technology. You and your Company (if applicable) are responsible for all expenses in connection with this joint activity, except to the extent of any support, reimbursement, or subsidy that Visa may (but is not obligated to) provide towards transportation, accommodations, or other expenses. You and your Company will be responsible for all expenses relating to attendance at the mentoring meeting(s) with Visa (in the event that you are selected as a Brief Winner). The location of such meeting(s) will be determined by Visa in its sole discretion. You may elect to participate in such meeting(s) in person or via telephone or mutually available videoconferencing service.
Regional Finalists will be notified by email and/or phone. If the award notification is returned as undeliverable or if the selected award recipient does not comply with all of the above requirements within the specified timeframes, Visa may disqualify the applicable award winner, and Visa and/or the Judges may select an alternate award recipient.
If you change your telephone number, email address, and/or street address or other contact information after registering for the Initiative, it is your sole responsibility to promptly notify Visa by email notice or postal mailing to the address designated by Visa.
11. Awards and Benefits
Cash Award: Each Company selected as a Brief Winner will be awarded $100,000 USD. Visa’s designee will make reasonable efforts to deliver a cash award to the designee identified by the Company via wire transfer to the account provided by the award recipient. However, Visa cannot guarantee that any award returned to Visa’s designee due to non-delivery at the provided address will be re-sent to the award recipient. You agree that Visa has no liability for any cash award or payment thereof to the extent that Visa has provided funds for such award to its designee.
Non-monetary Benefits: Aside from the monetary award identified above, Visa will hold one or more mentorship meetings for each Brief Winner. At the mentorship meeting(s), representatives from Visa or its designee(s) (selected at Visa’s sole discretion) will discuss the Brief Winner’s business and may provide informal business insights and advice. The mentorship meeting(s) will take place at a location of Visa’s choosing and the Brief Winner may participate in person, via telephone, or via videoconference. Visa makes no promises or guarantees, and shall have no responsibility or liability, with respect to any mentorship, insights or advice provided in connection with the Initiative (including in relation to results or success). You acknowledge and agree that any decisions you make in connection with such mentorship, advice or insights are solely your own and are at your own risk. Visa also may, but is not obligated to, make additional benefits available to award recipients including, but not limited to, a potential contract with Visa to pilot their Solution.
Participants should note that these non-monetary opportunities should not be viewed as awards or prizes, and the provision of any non-monetary opportunities will be determined by Visa in its discretion. Any non-monetary benefits are subject to change or cancellation by Visa without notice. All taxes and costs related to any award or benefit are the sole responsibility of the recipient. All award items or benefits must be accepted as awarded/provided (with no substitutions), and may not be sold or transferred.
If for any reason Visa cannot run the Initiative as planned due to any force majeure events (including as a result of bugs, tampering, unauthorized intervention, fraud, technical failures, infection by computer virus or any other cause that corrupts, impairs or affects the administration, security, fairness, integrity, or proper conduct of this Initiative) or for any other reason, Visa may cancel, modify, extend or suspend the Initiative in its sole discretion.
13. Intellectual Property Rights
You will retain any intellectual property rights you have in the Solution that you create and present in your submissions, except to the extent of any Visa technologies or intellectual property rights embodied or incorporated therein in accordance with these Terms and subject to Visa’s ownership of any Visa IP (as defined below). However, by participating in this Initiative, you acknowledge and agree that, to the extent permitted by applicable law, any ideas, concepts, data, materials, or information related to your Solution or the Initiative that you share are not confidential or proprietary, and Visa and others (including anyone attending the in-person presentations) may use, incorporate or disclose any of them now or in the future in any manner, and you waive any and all related claims that you may have against the Visa Parties or anyone participating in or attending this Initiative. Notwithstanding the foregoing, subject to your ownership of intellectual property under this paragraph, in the event you are selected to further develop technology with Visa, such development may be subject to terms set forth in a Collaboration Framework Agreement.
If your presentation or Solution includes likenesses of third parties or contains content or elements not owned by you, you must be able to provide written legal releases (in a form that is satisfactory to Visa) that permit you to use and exploit such content and elements in the manner used and exploited and that permits the Visa Parties to use and exploit the content and elements in accordance with these Terms.
By submitting a Solution, you acknowledge and agree that your Solution may be similar or identical in theme, idea, format or other respects to (a) other Solutions submitted in connection with this Initiative or other programs or submitted for other reasons or (b) other materials developed by the Visa Parties or their contractors. To the extent permitted by applicable law, you waive any and all past, present, and future claims that any Solution or other works accepted, reviewed or used by the Visa Parties may be similar to your Solution, and that you are owed any compensation in connection with such Solution or other works accepted, reviewed or used by the Visa Parties.
You hereby grant to Visa, as a condition of your participation in the Initiative, the right of first negotiation, which shall be done in good faith, for Visa to acquire certain rights in and to your Solution. Notwithstanding the foregoing, Visa shall have no obligation to enter into a contract, or make use of the Solution in any way.
In addition, you hereby grant to the Visa Parties an unrestricted, royalty-free, perpetual, irrevocable, worldwide, sublicensable, assignable license (and you acknowledge that the Visa Parties have no obligation) to reproduce, communicate, modify, display, transmit, publicly perform, make derivative works from, and otherwise use your submissions and Solution (in whole or in part) without any fee or other form of compensation, and without further notification or permission, for the following purposes:
i. Administering the Initiative;
ii. Identifying you by name as the creator of the Solution;
iii. Displaying some or all of the Solutions at the in-person presentation days, and in any and all media now known or hereafter devised, worldwide;
iv. Developing, modifying, or improving Visa Materials; and
v. Advertising or promotion in any media, including to advertise or promote the Initiative, future challenges, and Visa’s or its affiliates’ products and services.
You agree that Visa is not responsible for any unauthorized use of your submission(s) or Solution (in whole or in part) by third parties.
You agree that Visa and its affiliates exclusively own and shall retain all worldwide right, title and interest in and to the Visa Materials and Visa’s trademarks, service marks, logos, trade dress, trade names, service names or other indicia of origin (“Visa Marks
”) (collectively, “Visa IP
”), including without limitation all intellectual property rights therein. Nothing in these Terms grants you any rights to use any Visa Marks. No title to or ownership of any Visa IP is granted or otherwise transferred to you or any other entity or person under these Terms, and any rights not expressly granted herein are withheld. You agree to cooperate with Visa to maintain Visa’s ownership of the Visa IP, and you agree to promptly provide notice of any claims relating to the foregoing.
By participating in the Initiative, you acknowledge and agree that any Enhancements you provide to the Visa Parties in connection therewith shall be deemed Solutions submitted to the Initiative and subject to the same licenses and permitted uses described above. “Enhancements
” means any derivatives, submissions, recommendations, suggestions, ideas, modifications, debugs, inventions, discoveries, concepts, data, know-how, requests, original expressions, working models, prototypes, or improvements of any Visa Materials, patentable or not. You may not use or disclose Enhancements or Visa Materials for any patents. Without limiting any of Visa’s other rights or remedies, if you use or disclose Enhancements for any patents, or file or prosecute any patents for inventions based on Enhancements, you hereby grant Visa a fully paid-up, exclusive, perpetual, worldwide, irrevocable, royalty-free, sublicensable, and fully transferable license to exercise all rights under such patents.
You agree to execute all documents and take all further actions as may reasonably be required by Visa in order to protect, perfect or enforce any of the rights assigned, granted, waived or confirmed (or purported to be assigned, granted, waived or confirmed) under these Terms.
You acknowledge and understand by attending any Initiative-related event or other Visa event (which may include events after the conclusion of the finals) in person that you may be photographed, videotaped and otherwise recorded by Visa (collectively, “Footage
”) and that from time to time Visa may ask you to provide photographs, films and/or or other recordings relating to your participation in the Initiative (also included in the definition of “Your Media
”). Footage, including all copyright and other rights therein and thereto, will be owned by Visa, and the Visa Parties will have the right but not the obligation to use, edit, copy, publish, distribute and exploit such Footage and Your Media and all elements embodied therein, in whole or in part, in any and all media now known or hereafter devised throughout the world, in perpetuity, for advertising, publicity, promotional, trade and other purposes without further notification, permission, or consideration.
Except where otherwise prohibited by law, you consent to the Visa Parties’ use of your Company’s name as well as your name, voice, image, likeness, biographical information, and other indicia of identity in any and all media now known or hereafter devised throughout the world, in perpetuity, for advertising, publicity, promotional, trade, and other purposes without further notification, permission, or consideration. You also grant to the Visa Parties a revocable, non-exclusive, non-transferable (except with your consent) license to use your or your Company’s trademarks, service marks, logos, trade dress, trade names, service names, and other indicia of origin to publicize your Solution, participation in the Initiative, and usage of the Visa Materials.
By submitting a Solution, you are representing and warranting that you have secured written consent from each participant from your Company equivalent to the consents in the preceding paragraph and you agree that you will secure the same written consent from any person who accompanies you or accompanies a participant from your Company to any Initiative-related event or other Visa event. You agree that you will provide the Visa Parties with copies of the written consents required by this Section 14 upon request by the Visa Parties.
15. Disclaimers, Liability and Indemnification
THE VISA PARTIES DO NOT ACCEPT LIABILITY FOR ANY LOSS OR DAMAGE OF ANY SOLUTION OR FOR ANY OTHER LOSS OR DAMAGE RESULTING DIRECTLY OR INDIRECTLY FROM YOUR PARTICIPATION IN THE INITIATIVE, YOUR ACCESS OR USE OF THE VDP OR ANY VISA MATERIALS, YOUR RECEIPT, USE OR REDEMPTION OF ANY AWARD OR BENEFIT, OR YOUR INABILITY TO RECEIVE, USE OR REDEEM ANY AWARD OR BENEFIT.
ANY VISA MATERIALS ARE PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS WITH NO WARRANTY. YOU AGREE THAT THE VISA PARTIES HAVE NOT MADE AND ARE NOT RESPONSIBLE OR LIABLE FOR ANY WARRANTY, REPRESENTATION, OR GUARANTEE, STATUTORY, EXPRESS, OR IMPLIED (INCLUDING BUT NOT LIMITED TO THE IMPLIED WARRANTIES OF MERCHANTABILITY, TITLE, AND FITNESS FOR A PARTICULAR PURPOSE), IN FACT OR IN LAW, RELATIVE TO THE INITIATIVE, THE VDP, VISA MATERIALS, OR ANY AWARD OR BENEFIT.
THE VISA PARTIES ARE NOT RESPONSIBLE FOR: (A) INCORRECT OR INACCURATE TRANSCRIPTION OF REGISTRATION OR SUBMISSION INFORMATION OR LATE, LOST, INCOMPLETE, MISDIRECTED SOLUTIONS, OR REGISTRATIONS OR SOLUTIONS RECEIVED THROUGH IMPERMISSIBLE OR ILLEGITIMATE CHANNELS; (B) TECHNICAL FAILURES OF ANY KIND, INCLUDING THE MALFUNCTIONING OF ANY TELEPHONE, COMPUTER, NETWORK, HARDWARE OR SOFTWARE; (C) THE UNAVAILABILITY OR INACCESSIBILITY OF THE VDP, VISA MATERIALS OR ANY SERVICE; (D) UNAUTHORIZED HUMAN INTERVENTION IN ANY PART OF THE REGISTRATION, SUBMISSION, OR JUDGING PROCESS OF THE INITIATIVE; (E) ELECTRONIC OR HUMAN ERROR WHICH MAY OCCUR IN THE ADMINISTRATION OF THE INITIATIVE OR THE PROCESSING OF REGISTRATIONS OR SOLUTION SUBMISSIONS OR IN THE JUDGING PROCESS; OR (F) ANY INJURY OR DAMAGE TO PERSONS OR PROPERTY, INCLUDING YOUR COMPUTER, WHICH MAY BE CAUSED, DIRECTLY OR INDIRECTLY, IN WHOLE OR IN PART, FROM YOUR PARTICIPATION IN THE INITIATIVE OR FROM DOWNLOADING OR USING ANY MATERIAL PROVIDED BY VISA.
NOTHING IN THIS AGREEMENT SHALL EXCLUDE OR IN ANY WAY LIMIT THE VISA PARTIES’ LIABILITY FOR
FRAUD OR DEATH OR PERSONAL INJURY CAUSED BY ITS NEGLIGENCE, OR FOR ANY OTHER LIABILITY TO
THE EXTENT THAT SUCH LIABILITY MAY NOT BE EXCLUDED OR LIMITED AS A MATTER OF LAW.
THE VISA PARTIES WILL NOT BE LIABLE TO YOU FOR ANY INDIRECT, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES IN CONNECTION WITH THE INITIATIVE, THE VDP, VISA MATERIALS, ANY AWARD OR BENEFIT OR THESE TERMS. IN NO EVENT WILL THE VISA PARTIES’ LIABILITY TO YOU IN CONNECTION WITH THE FOREGOING, UNDER ANY THEORY, EXCEED ONE THOUSAND U.S. DOLLARS ($1,000).
YOU HEREBY RELEASE AND AGREE TO INDEMNIFY AND HOLD HARMLESS THE VISA PARTIES FROM ANY AND ALL DAMAGES, INJURIES, CLAIMS, CAUSES OF ACTION, LIABILITIES, COSTS AND EXPENSES (INCLUDING LEGAL FEES AND EXPENSES), OR LOSSES OF ANY KIND, KNOWN OR UNKNOWN, ABSOLUTE OR CONTINGENT, NOW OR IN THE FUTURE (INCLUDING BUT NOT LIMITED TO PERSONAL INJURY, PROPERTY DAMAGE OR DEATH) ARISING FROM OR RELATED TO: (I) ANY BREACH OR ALLEGED BREACH BY YOU OF ANY REPRESENTATION, WARRANTY, OR OBLIGATION CONTAINED IN THESE TERMS; (II) ANY MISREPRESENTATION YOU MAKE UNDER THESE TERMS OR OTHERWISE TO VISA; (III) YOUR PARTICIPATION IN THE INITIATIVE, INCLUDING YOUR USE OF THE VDP OR VISA MATERIALS; (IV) YOUR SOLUTION OR THE USE OR DISTRIBUTION THEREOF; OR (V) YOUR RECEIPT, USE OR REDEMPTION OF ANY AWARD OR BENEFIT, OR YOUR INABILITY TO RECEIVE, USE OR REDEEM ANY AWARD OR BENEFIT.
16. Personal Information Consent
You consent to the Visa Parties using and disclosing your personal information for the purposes of administering the Initiative; advertising the Initiative, any future challenges or hackathons, and any of Visa’s or its affiliates’ products and services; and for the other purposes described in these Terms or in the submission form.
for more details. You have the right to access, withdraw, and correct personal information held about you, and to oppose the collection or processing of it. You may request such action by contacting Visa at email@example.com
. Your personal information may also be shared with KITE in order to administer the Initiative.
Whenever you submit any information to us in order to administer the Initiative, please be aware that Visa may store and process of this information in different countries from where you reside, including in the US. Please note that these countries may have different laws and requirements about privacy and data use than where you live.
If we process or transfer any of your Personal Information outside the European Economic Area, we will do so in full compliance with EU data privacy laws.
17. Governing Law
Except where expressly prohibited, these Terms shall be governed by and construed in accordance with the laws of the State of New York, without regard to any jurisdiction’s conflict of law principles.
All disputes, claims and causes of action arising out of or connected with the Initiative, your or your Company’s participation in the Initiative, any Initiative awards/benefits, or these Terms will be resolved individually, without resort to any form of class action. The exclusive jurisdiction and venue for resolution of such disputes shall be the U.S. federal and California state courts located in and serving the City and County of San Francisco, California, and you hereby waive and agree not to pursue any actions in any other jurisdiction or venue. You also agree to waive any right to claim ambiguity in these Terms, except to the extent expressly prohibited by applicable law.
Failure by Visa to enforce any term of these Terms will not constitute a waiver of that or any other provision.
20. Relationship to Visa
You acknowledge that nothing in these Terms will constitute an employment, joint venture, or partnership relationship between you and Visa. In no way are you to be construed as the agent or to be acting as the agent of Visa in any respect, and vice versa.
21. Further Information
The promoter of the Initiative is Visa International Service Association, having an office and its principal place of business at 900 Metro Center Drive, Foster City, California.
For more information about the Initiative go to http://visa.com/everywhereinitiativeglobal
The Regions are defined as follows. Each country is referred to as an “Eligible Country”:
North America: Mexico, United States of America
Latin America: Anguila, Antigua and Barbuda, Argentina, Bahamas, Barbados, Belize, Bermuda, Bolivia, Brazil, British Virgin Islands, Cayman Islands, Chile, Colombia, Costa Rica, Dominica, Dominican Republic, Ecuador, El Salvador, French Guyana, Grenada, Grenadine Islands, Guadeloupe, Guatemala, Guyana, Haiti, Honduras, Jamaica, Martinique, Mexico, Montserrat, Netherland Antilles (Aruba, Bonaire, Curacao), Nicaragua, Panama, Paraguay, Peru, Puerto Rico, Saint Kitts & Nevis, Saint Lucia, Saint Vicente, Suriname, Trinidad and Tobago, Uruguay, Venezuela
Europe: United Kingdom, Germany, Israel, Poland, Spain, Italy, Sweden, Ireland, Portugal, Turkey, Denmark, Norway, Finland, The Netherlands, Switzerland, Slovakia, Czech Republic, Romania
France (For purpose of the Initiative, France is deemed to be a separate Region)
Asia Pacific: Asia Pacific: means American Samoa; Australia (including Cocos [Keeling] Islands, Heard Island and McDonald Islands, Norfolk Island, Lord Howe Island, Macquarie Island); Bangladesh; Bhutan; British Indian Ocean Territory; Brunei; Cambodia; China; Cook Islands; Crozet Islands; Democratic People’s Republic of Korea; Fiji (including Rotuma Island); French Polynesia; Guam; Hong Kong; India; Indonesia; Japan; Kerguelen Island; Kiribati (including Canton and Enderbury Islands, Christmas Island (Kiritimati), Fanning Island, Malden Island, Starbuck Island, Washington Island); Laos; Macau; Malaysia; Maldives; Marshall Islands; Mascarene Islands; Micronesia; Mongolia; Myanmar; Nauru; Nepal; New Caledonia; New Zealand (including Antipodes Island, Auckland Island, Bounty Island, Campbell Island, Chatham Island, Kermadec Island, Stewart Island); Niue; Northern Mariana Islands; Palau; Papua New Guinea; Pescadores Island; Philippines; Pitcairn Islands; Republic of Korea; Rodrigues Island; Samoa; Singapore; Solomon Islands; Sri Lanka; St. Paul Island; Taiwan; Thailand; Timor-Leste; Tokelau; Tonga; Tuvalu; US Minor Outlying Islands (including Baker Island, Howland Island, Jarvis Island, Johnston Island, Midway Island, Palmyra Island, Wake Island); Vanuatu; Vietnam; Wallis and Futuna.
CEMEA: Afghanistan; Albania; Algeria; Angola; Armenia; Azerbaijan; Bahrain; Belarus; Benin; Bosnia and Herzegovina; Botswana; Bouvet Island; Burkina Faso; Burundi; Cameroon; Cape Verde; Central African Republic; Chad; Comoros; Congo (Brazzaville); Côte d'Ivoire (Ivory Coast); Democratic Republic of the Congo; Djibouti; Egypt; Equatorial Guinea; Eritrea; Ethiopia; Gabon; Gambia; Georgia; Ghana; Guinea; Guinea-Bissau; Iran; Iraq; Jordan; Kazakhstan; Kenya; Kosovo; Kuwait; Kyrgyzstan; Lebanon; Lesotho; Liberia; Libya; Macedonia; Madagascar; Malawi; Mali; Mauritania; Mauritius; Moldova; Montenegro; Morocco; Mozambique; Namibia; Niger; Nigeria; Oman; Pakistan; Qatar; Reunion; Russian Federation (including Franz Josef Land, Komandorskiye Island, New Siberian Island, Novaya Zemlya, Ostrov Ratmanova, Sakhalin, Severnava Zemlya); Rwanda; Saint Helena, Ascension, and Tristan da Cunha (including Gough Island); Sao Tome and Principe; Saudi Arabia; Senegal; Serbia; Seychelles; Sierra Leone; Somalia; South Africa; South Sudan; Sudan; Swaziland; Syria; Tajikistan; Tanzania; Togo; Tunisia; Turkmenistan; Uganda; Ukraine; United Arab Emirates; Uzbekistan; Western Sahara; Yemen; Zambia; Zimbabwe
Below are additional or different terms and conditions that apply to participants from the Region or Eligible Country listed below:
Section 17 is deleted and replaced as follows: This Agreement and any non-contractual obligations arising out of it are governed by and construed in accordance with the laws of England, excluding any “conflicts of laws” or similar rules that would mandate or permit application of the substantive law of any other jurisdiction.
Section 18 is deleted and replaced as follows: Any dispute arising from this Agreement shall be subject to arbitration as set forth herein. All disputes arising out of or in connection with this Agreement shall be solely and finally settled by confidential arbitration in accordance with this Agreement and, where not inconsistent with this Agreement, with the LCIA-DIFC Rules then in effect, which rules are hereby incorporated by reference. The location of the arbitration shall be in DIFC, UAE. The arbitration shall be conducted in English by a panel of three (3) neutral arbitrators, with each party selecting one (1) arbitrator and the two (2) appointed arbitrators then jointly selecting the third. 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. 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.