Visa's Everywhere Initiative

2018 Latin America &
Caribbean Program

Terms & Conditions

The 2018 Visa’s Everywhere Initiative (the “Initiative”) is a virtual and 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. Subject to the terms and conditions set forth below (“Terms”), the overall winner of the theme challenge will be invited to discuss a pilot program with Visa and will be awarded up to US$50,000 to be used toward the development and deployment of their solution For Initiative briefs (the “Briefs”), a group of finalists will be selected from the submissions and will be given the opportunity to present their solution to a judging panel which may include executives from Visa, 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., and Finnovista Frontier Ltd.).

1. Objective

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 (“Solution”). 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 the following challenge (the “Challenge”):

Brief: Startups in Latin America are leveraging technologies to develop innovative businesses that can potentially disrupt financial services and transform and expand access to payments and commerce in the region. Visa is looking for Fintech startups, as well as other tech-driven startups in verticals or segments such as Insurtech, Loyalty, IoT, Mobile, Big Data, eCommerce, Fraud, Digital Identity, etc. that can apply their solutions to the financial services industry.

2. Overview

The initial phase of the Initiative will take place via online registration and submission of your Solution. Registration and your Solution will be accepted from April 23rd, 2018 until 11:59 p.m. PDT on June 15th, 2018 (“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 may identify up to forty-eight 48 semifinalists (the “Semifinalists”). Potential Semifinalists will be notified of their selection, and be required to (a) confirm within a specified timeframe that they will present in person for the semifinals and finals, (b) provide a detailed schedule plan for development in the event they are selected as the Overall Winner, and (c) agree to additional terms and conditions that will govern post-Initiative development of products, as appropriate based on the nature of the submission (collectively, the “Post-Submission Materials”). The Semifinalists will then be invited to present their Solution in person at any of the following six (6) cities where Visa will have the semifinals (Bogotá, Colombia - Aug. 21st -; Mexico City, Mexico - Aug. 23rd-; Lima, Peru - Aug. 28th -; Santiago, Chile - Aug. 30th -; Sao Paulo, Brazil - Sept. 4th -; Buenos Aires, Argentina - Sept. 6th-.), at which time twelve (12) finalists (2 finalists for each of the six semifinals) will be selected (each a “Finalist”, together the “Finalists”). The specific location in these cities remains to be determined and will be notified in advance to the chosen Finalists. 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. Semifinalists are responsible for the cost of travel expenses to the semifinal cities.

Finalists will be invited to a four (4) day “Immersion Program” from September 30th to October 3rd, 2018 and the Final on October 4th and October 5th in Miami, Florida. Each Finalist may send one (1) or more team members to Miami for this Immersion Program and the Final. Visa will provide a travel expense reimbursement, for travel expenses related to airfare to/from Miami and hotel/lodging while in Miami, for one (1) team member per Finalist (the “Travel Expense Reimbursement”), up to a maximum amount of US$1,500 (one thousand, five hundred United States dollars). To redeem the Travel Expense Reimbursement, each Finalist must submit to Visa, by no later than thirty (30) days after the conclusion of the Immersion Program, valid travel expense receipts as determined by Visa, for air travel and/or hotel/lodging for one (1) person. Visa will review the receipts as timely submitted by Finalist and, if approved by Visa in its sole discretion, Visa will provide the Travel Expense Reimbursement to the Company/Finalist, as registered for the Initiative. Payment of the Travel Expense Reimbursement will be made in a manner and timeframe as determined and designated by Visa, in Visa’s sole discretion after the approval by Visa of the Travel Expense Reimbursement. Visa reserves the right to deny any request for Travel Expense Reimbursement if submitted receipts do not meet the necessary criteria for reimbursement, in Visa’s sole discretion. Travel to Miami for participation in the Immersion Program will be at Finalist’s own risk and Visa will not be responsible for any related delays, losses, injuries, incidental expenses (including baggage costs/fees, ground transportation, meals, etc.)

The Immersion Program will include the celebration of an “Audience Choice Award”, which will be awarded by Visa employees who are watching the Immersion Program events in person or via internet and vote via SMS. The winner of the Audience Choice Award (the “Audience Choice Winner”) will receive US$5,000 (payment will be made in a manner and timeframe as determined and designated by Visa in Visa’s sole discretion). The Finalists will then be invited to present their Solution in person during “FINNOSUMMIT Miami” on October 4th and 5th, 2018, where one (1) overall winner will be named and awarded up to US$50,000 to be used toward the development and deployment of their solution and enjoy the benefit of a year of mentorship support from Visa (payment will be made in a manner and timeframe as determined and designated by Visa in Visa’s sole discretion) (the “Overall Winner”).

The Overall Winner may be invited to participate in a development program, which may also require agreement to additional terms depending on the nature of the activities, in Visa’s sole discretion. Further, the Overall Winner will be subject to an agreement on any such terms and upon completion of agreed-upon development milestones. The Overall Winner will also be invited to participate in four (4) mentoring meetings over the course of a one (1) year period to be determined by Visa. 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 Semifinalist or Finalist.

Visa reserves the right, in its sole discretion and without prior notice, to adjust the number of Semifinalists, Finalists, and alternates 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 its participants 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 vi.sa/VEISignUp

Your online registration will be subject to Visa’s Terms of Service and Privacy Policy. You must enter the required information accurately and accept the terms and conditions displayed as part of the registration process.

All registrations and submissions must be received by 11:59 P.M. PDT on June 15th, 2018 to be considered for the Initiative. Visa’s systems shall serve as the official clock for purposes of the registration and submission deadline

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 Semifinalists and Finalists will be selected from the group of potential Semifinalists who meet these requirements. Given the potentially short time between the end of the Submission Period and the selection of the Semifinalists, 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 semifinals and finals.

5. Eligibility – Participants

You may only register for the opportunity to participate in the Initiative and may register for the opportunity to participate in the Initiative if:

  1. At the time of registration of your Solution with Visa you are, and have been since April 23, 2018 a company incorporated or registered to do business in any of the countries or territories located in Latin America and the Caribbean as listed below (each, an “LAC Country”):
    • 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
    • México
    • 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
  2. All participants from your Company are at least 18 years of age (or at least the age of majority in your/their jurisdiction of residence, whichever is older) at the time of registration.
  3. Since incorporation, your Company has not raised from third parties (i.e., not the Company’s founders) more than US$10 million (ten million United States dollars) of total funding.
  4. As of April 23, 2018 your Company already: (i) has developed and started to commercialize a technology-based fintech product, service, or solution (companies at an ideation or conceptualization phase or without a product or service in the market are not eligible to participate in the Initiative) and (ii) has an existing customer base.
  5. Your solution is a technology-based product or service applicable directly to financial services or use cases relevant to payments and financial services.
  6. Since incorporation, the company cannot be older than 5 years.

In addition, employees of Visa or its designee(s) are not eligible to submit a Solution to the Initiative.

Visa may request valid proof of eligibility, including with respect to identity, corporate organization, age 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 to participate in or to 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 Initiative, 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 in the event that you are invited to present in person as a Semifinalist or Finalist.

6. Solution Guidelines

Solutions should be designed to meet all of the following criteria, each as determined by Visa in its sole discretion:

  1. Offers new functionality, features or tools that solve the Challenge;
  2. Incorporates and addresses existing commerce/payments problems and solutions;
  3. Is minimum potentially viable product that can be easily integrated into a pilot with Visa and partner companies;
  4. Does not contain, depict, imply or refer (explicitly or otherwise) to any content that:
    1. is inappropriate, objectionable, or unsuitable;
    2. disparages or refers negatively to Visa, the Initiative, or any other person or entity;
    3. unnecessarily refers to any third party (person or entity); or
    4. violates any law or any third party’s intellectual property, privacy, personality or other rights (“Third-Party Rights”)
  5. Does not conflict with any of Visa’s core values, and is not otherwise objectionable to Visa;
  6. 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.
  7. Is a technology-based product or service applicable directly to financial services or use cases relevant to payments and financial services, for example:
    1. Payments
    2. Lending
    3. Enterprise financial management
    4. Crowdfunding
    5. Personal financial management
    6. Wealth management
    7. Insurance
    8. Lending
    9. Financial education
    10. Savings
    11. Scoring
    12. ID validation
    13. Financial inclusion
    14. Blockchain technologies
    15. Vertical banks
    16. FX and trading
    17. Risk analysis
    18. API’s
    19. Internet of things
    20. Analytics tools
    21. Security
    22. Fraud detection and anti-money laundering
    23. Big Data
    24. Enterprise solutions for financial institutions
    25. Digital commerce

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 semifinal or final presentations, Visa may – but is not obligated to – provide additional guidance or feedback to potential Semifinalists or Finalists, either individually or as a group, regarding the development of their Solution(s).

7. Your Additional Representations and Warranties

By submitting a Solution to the Initiative, you represent and warrant that:

  1. You and the Solution satisfy all of the eligibility requirements and criteria set forth in these Terms;
  2. You are the original creator of the Solution;
  3. 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);
  4. The Solution is original and has not been previously published or received any previous award or recognition;
  5. 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
  6. 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/are materially false, including but not limited to Visa may exercise the right to disqualify you and/or the Solution at any point prior to or after naming the Semifinalists, Finalists, Audience Choice Winner, Brief winners, or the Overall Winner and Visa may seek the return of any money awarded pursuant to the Initiative.

8. Judging Process

Visa and the Judges will select the potential Semifinalists, Finalists and Overall Winner in their sole discretion. In the case of the Audience Choice Award, the Visa employees in attendance or watching the semifinals via internet broadcast 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 will be judged on a combination of the following criteria:

  1. How unique, innovative, and/or novel is the Solution?
  2. How scalable is the Solution?
  3. How well will the Solution integrate with Visa platforms?
  4. How easily can the Solution be implemented?
  5. How compelling are the Company’s offerings?
  6. How interesting is the Company to Visa in general?
  7. How will the Solution potentially impact or improve the current consumer/merchant experience?
  8. How positive an impression did the Company and its presentation make?
  9. Is the Company at a stage of technological development that aligns with Visa’s interests?
  10. Does the Company align with Visa’s diversity and inclusion initiatives, especially with respect to women in leadership?
  11. Are the milestones that were identified for the development program sufficiently aggressive and attainable?

Decisions of Visa and the Judges with respect to all aspects of the Initiative will be final and binding.

The Audience Choice Winner will be selected by Visa employees via voting which will be submitted via an SMS system. The Visa employees in attendance will be asked to vote for what they consider the “best” Solution but will not be given any further guidance on how to determine what they consider to be the “best” Solution and they will make that determination in their sole discretion. Visa employees will be instructed to submit only one vote per employee. You acknowledge and agree that notwithstanding the instruction, individual Visa employees could choose to submit more than one vote, that there is no mechanism by which Visa can determine whether an employee submitted more than one vote, and that Visa will have no liability or responsibility to you or any other party for any Visa employee’s disregard of the voting instruction. All submitted votes (whether or not in compliance with the voting instruction) will be included in the tabulation for determining the Audience Choice Winner. The participant who receives the most votes will be determined to be the Audience Choice Winner and awarded US$5,000. Visa’s tabulation of the votes shall be final and binding.

9. Award Eligibility

One finalist will be selected to receive an award. A participant/Company is not eligible for an award in the Initiative (whether as an Overall Winner, Audience Choice Winner, or otherwise) unless all participants from the Company have complied with, and remain in compliance with, these Terms, and have signed and delivered to Visa (within a specified timeframe) a standard declaration and release form (which may include a declaration of each participant’s compliance with these Terms, an acceptance of the award as provided, a publicity release, and a liability release) and further, 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 or similar). Awards may also be subject to Visa and Company entering into an agreement designated at Visa’s discretion regarding post-Initiative activity related to the Company’s Solution (“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 the Overall 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.

Award recipients 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.

10. Awards and Benefits

Awards: The Audience Choice Winner will be awarded US$5,000. The Overall Winner will be eligible (but not guaranteed) to receive an additional US$50,000 and payment will be made in a manner and timeframe as determined and designated by Visa in Visa’s sole discretion. Visa’s designee will make reasonable efforts to deliver a cash award to the address 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 the Overall Winner. At the mentorship meeting(s), representatives from Visa or its designee(s) (selected at Visa’s sole discretion) will discuss the Overall 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 Overall 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.

11. Cancellation

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.

12. 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 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. 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:

  1. Administering the Initiative;
  2. Identifying you by name as the creator of the Solution;
  3. 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;
  4. Developing, modifying, or improving Visa Materials; and
  5. Advertising or promotion in any media, including to advertise or promote the Initiative, future initiatives, 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.

13. Publicity

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”). 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 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 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.

14. 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 BENEFITS, OR YOUR INABILITY TO RECEIVE, USE OR REDEEM ANY AWARD OR BENEFITS.

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.

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 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.

15. 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 initiatives, challenges or hackathons, and any of Visa’s or its affiliates’ products and services; and for the other purposes described in these Terms.

16. 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.

17. Disputes

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.

18. Waiver

Failure by Visa to enforce any term of these Terms will not constitute a waiver of that or any other provision.

19. 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.