Visa Consent Management Service Product Terms

Visa Consent Management Service (“VCMS”) Product Terms (“VCMS Product Terms”)

1. Definitions. For the purpose of these VCMS Product Terms, the following terms shall have the meaning attributed to them in this Section 1. Any capitalized terms used and not defined in these VCMS Product Terms shall have the meanings attributed to them in the Visa Developer Center Terms of Use

1.1 “Consent” means permission from a third party individual or entity (“User”) given to an entity to process its personal data.

1.2 “Consent Record” means a documented proof or digital representation that User has given Consent to You to process the User’s personal data for specific purposes. Consent Records may include information such as the identity of the User, the identity of the entity the User has given Consent to, the type of data approved for processing, the purpose for the data processing, associated data attributes, the timestamp of when Consent was given, and the latest snapshot of User permissions.

1.3 “Deliverables” means those items specifically identified as “Deliverables” in these VCMS Product Terms. For the avoidance of doubt, Deliverables are Visa Confidential Information.

1.4 “Deliverable Materials” means those items specifically identified as “Deliverable Materials” in these VCMS Product Terms. For the avoidance of doubt, Deliverable Materials are (i) Visa Confidential Information and (ii) Materials.

1.5 “Licensed APIs” means the APIs operated by Visa set forth in the “Licensed APIs” section of the current version of the Documentation named “Visa Consent Management Client Implementation Guide.” The Licensed APIs constitute Visa Products under the Agreement. The list of Licensed APIs may be updated in Documentation.

1.6 “Third Party Consents” means Consents given to You by Users, including those Consents obtained in the ordinary course of Your conduct of Your business.

1.7 “Visa Consent Management Service” or “VCMS” means a technology solution that enables You, through the Licensed APIs, to transmit to Visa certain information to create, save, review, update, or revoke Consent Records within VCMS and receive information and other notifications related to the Consent Records from Visa for use by You in: (a) capturing information about and managing Third Party Consents to the sharing and use of certain data and information among persons or entities designated by You, (b) enforcing Your consent governance rules, and (c) auditing Consent-related actions for designated use cases.

1.8 “VCMS Term” means the period of time beginning on the date You indicate Your acceptance of these VCMS Product Terms and conditions hereof and ending on the date the VCMS Product Terms or the Agreement expires or terminates as provided in the Agreement, whichever is earlier.

2. Visa Consent Management Service.

2.1 Right and License. Subject to and conditioned upon Your compliance with the terms and conditions of the Agreement, Visa hereby grants You a limited, non-exclusive, non-transferable, revocable, non-sublicensable (except as provided in Section 2.2 of these VCMS Product Terms) right and license during the VCMS Term, and solely in the Territory, to access the Licensed APIs and to use such Licensed APIs as part of such access, in each case solely for the purposes of:

(i) providing certain information related to Third Party Consents to Visa to create, save, update, revoke, pause, and provide status information about Consent Records in connection with Your use of VCMS;

(ii) requesting certain information or actions related to Consent Records from Visa in connection with Your use of VCMS;

(iii) receiving certain information related to Consent Records from Visa in connection with Your use of VCMS solely for Your use in managing Third Party Consents with respect to the sharing and use of data collected by You from third party individuals or entities; and/or

(iv) using the Licensed APIs to the extent they are embedded or incorporated into Your Application.

2.2 The license in Section 2.1(iv) is sublicenseable to the Users of Your Application solely for purposes of the Users’ use of Your Application, and only to the extent the Users are bound to terms at least as protective of the Licensed APIs as this Agreement. No other sublicense is permitted without express, prior written permission from Visa.

2.3 The foregoing right and license in Section 2.1 of these VCMS Product Terms may only be exercised by You in a production environment (e.g., for use in an Application by You and Your Users and not for development and testing, unless otherwise agreed by the parties in writing) (a) after Visa has approved Your implementation of an Application accessing and/or using Licensed APIs in accordance with the Solution Approval process and (b) after On-Boarding Services (as defined below) have been performed. Notwithstanding Section 6.4 of the Visa Developer Center Terms of Use, for purposes of these VCMS Product Terms, the evaluation license granted in Section 6.1 of the Visa Developer Center Terms of Use does not apply to production use.

2.4 License to Visa. You grant Visa and Visa Affiliates a non-exclusive, non-transferable, sublicenseable, worldwide license during the VCMS Term to use, reproduce, disclose, create derivative works of, and otherwise exploit that certain information related to Third Party Consents You provide to Visa via the Licensed APIs or other means solely for the purposes of creating, saving, updating, revoking, pausing, and providing status information about Consent Records in VCMS.

2.5 If You are based in Quebec, Canada, You and Visa confirm having requested and agreed that these VCMS Product Terms and all related documents, including all notices and communications, be drawn-up in the English language only. Si Vous êtes basé au Québec, Canada, Vous et Visa confirment avoir requis et consenti à ce que cette convention et tous les documents qui s’y rattachent, incluant tous les avis et communications, soient rédigés en langue anglaise seulement.

3. Visa On-Boarding Services.

3.1 On-Boarding Services. Subject to Your compliance with the terms of this Agreement, including these VCMS Product Terms, Visa will use commercially reasonable efforts to perform those on-boarding services described in the “On-Boarding Services” section of the current version of the Documentation named “Visa Consent Management Client Implementation Guide.” (“On-Boarding Services”). To enable timely completion of the On-Boarding Services, Visa will designate a services manager for the duration of performance of the On-Boarding Services.

3.2 Your On-Boarding Responsibilities. To enable timely completion of the On-Boarding Services, and without limitation to Your other responsibilities under the Agreement, You will: (a) designate a services manager for the duration of performance of the On-Boarding Services; and (b) participate in the On-Boarding Services according to the mutually agreed upon terms in this Agreement, including, as applicable, making available key stakeholders, data and resources needed to receive the On-Boarding Services.

3.3 Services Intellectual Property Rights. Solely for Visa to fulfill its obligations with respect to the On-Boarding Services, You hereby grant to Visa a limited, non-exclusive, sublicenseable, worldwide, royalty-free license to use, copy, create derivative works of, an otherwise exploit materials and information related to the On-Boarding Services provided by You to Visa under this Agreement. You agree that, as between You and Visa, Visa owns and will own all right, title, and interest in On-Boarding Services (including any derivatives), and all Intellectial Property Rights therein or association thereWith, which are Visa IP. 

3.4 License to Deliverable Materials. Subject to and conditioned upon Your compliance with the terms and conditions of the Agreement, Visa hereby grants You a limited, non-exclusive, non-transferable, revocable, non-sublicensable (except as provided in Section 3.5(a) of these VCMS Product Terms) right and license during the VCMS Term, and solely in the Territory, to use the Deliverable Materials solely for implementation of the front end and/or implementation of the Licensed APIs for Your Application for which the Deliverable Materials were provided by Visa.

(a) No sublicense of the license in Section 3.4 is permitted without express, prior written permission from Visa.

3.5 Except as expressly indicated otherwise in Section 3.4(a) of these VCMS Product Terms, and without limiting Section 6.5 of the Visa Developer Center Terms of Use, the provisions of Section 6.5 of the Visa Developer Center Terms of Use as they apply to Materials shall also apply to Deliverable Materials.

3.6 Services Disclaimer. WITHOUT LIMITING SECTION 17 OF THE VISA DEVELOPER CENTER TERMS OF USE, THE ON-BOARDING SERVICES, INCLUDING ANY ANALYSIS, RECOMMENDATION, MATERIALS, DATA AND ANY DELIVERABLES, DELIVERABLE MATERIALS, SOFTWARE, TOOLS, AND DOCUMENTATION (THE PRECEDING IN THIS SECTION 3.6, THE “ON-BOARDING SERVICES MATERIALS”) AND VCMS ARE PROVIDED ON AN “AS IS”, “AS AVAILABLE”, “WITH ALL FAULTS” BASIS WITHOUT WARRANTY OF ANY KIND. YOUR USE OF THE FOREGOING IS AT YOUR OWN RISK. NEITHER VISA NOR ANY OF ITS CURRENT AND FORMER AFFILIATES, EMPLOYEES, SUCCESSORS OR ASSIGNS, REPRESENT OR WARRANT THAT VCMS WILL BE AVAILABLE, ACCESSIBLE, UNINTERRUPTED, TIMELY, SECURE, ACCURATE, COMPLETE, CURRENT OR ERROR-FREE. YOU EXPRESSLY ACKNOWLEDGE THAT COMPUTER NETWORK-BASED SERVICES (SUCH AS VCMS) MAY BE SUBJECT TO OUTAGES, INTERRUPTIONS, ATTACKS BY THIRD PARTIES AND DELAY OCCURRENCES. VISA SPECIFICALLY DISCLAIMS ALL REPRESENTATIONS, WARRANTIES, AND CONDITIONS WHETHER EXPRESS OR IMPLIED, ARISING BY STATUTE, OPERATION OF LAW, USAGE OF TRADE, COURSE OF DEALING, OR OTHERWISE, INCLUDING BUT NOT LIMITED TO, WARRANTIES OR CONDITIONS OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT, OR TITLE. Visa assumes no liability or responsibility for any inaccurate or incomplete information or claims that may result from reliance on such information. Without limiting the foregoing and, to avoid doubt, Visa, its Affiliates, and their respective licensors, shall not be liable for, and hereby expressly disclaim any liabilities and warranties with respect to, any Open Source Software or other third party components of Materials or content. Nothing in these VCMS Product Terms shall limit or exclude the liability of the other party for any liability that cannot be excluded or limited by law, including but not limited to death, personal injury arising out of negligence, fraud, or fraudulent representation.

3.7 Indemnification

Without limiting Section 19 of the Visa Developer Center Terms of Use, You agree, at Visa’s request and Your sole expense, to indemnify, defend and hold harmless Visa, Visa Clients and its Affiliates, and any of their service providers, licensors, officers, directors, agents and employees, from and against any and all claims, actions, proceedings, and suits (including claims, suits or actions by or on behalf of customers, endpoints, service providers or Your Personnel or Affiliates) and all related liabilities, damages, settlements, penalties, fines, costs or expenses (including reasonable attorneys' fees and other litigation expenses) arising out of or relating to: the direct or indirect access to disclosure of, or use of the On-Boarding Services, On-Boarding Services Materials, and VCMS, in each case, provided hereunder, information provided by or accessed through use of the On-Boarding Services, On-Boarding Services Materials, and VCMS hereunder, or use, commercialization, or other exploitation of the Applications developed through use thereof, by You or any of Your Affiliates and Personnel, customers, Endpoints, contractors, service providers or their respective Personnel. Visa reserves the right, at Your expense, to assume the exclusive defense and control of any matter for which You are required to indemnify, and You agree to cooperate with Visa’s defense in such matters. You may not settle any matter without the prior, written and express consent of Visa.

4. Your Responsibilities.

4.1 Your General Responsibilities. As between the parties, You will be solely responsible for: (a) the configuration and tailoring (including user interface presentation) of the Application and Licensed APIs for use by any third party persons or entities, including conforming and complying in all respects with Documentation provided to You by Visa; (b) the integration of Your IT infrastructure, hardware, software, and systems with the Licensed APIs; (c) usage of and compliance with the information contained in the Third Party Consents, including enforcement of rules and permissions to comply with such Third Party Consents; (d) compliance with applicable Law related to Your access to and use of the Licensed APIs and the Application); (e) evaluating the Third Party Consents, Documentation and Deliverable Materials and obtaining any necessary legal, regulatory or other advice in connection to such consents and materials to ensure such consents and materials are in compliance with applicable Law; (f) obtaining and managing Third Party Consents throughout their lifecycle; (g) configuring Your IT infrastructure, hardware, software, and systems to receive and process notifications from the Licensed APIs and the Application; and (h) ensuring that all updates with respect to Third Party Consents are shared in near real time (through the Licensed APIs) with VCMS. You represent and warrant that: (i) You do not, and during the VCMS Term will not be, subject to any agreement or other constraint that does, or with the passage of time would, prohibit or restrict Your right or ability to enter into, or carry out, Your obligations under the Agreement; (ii) You have the authority and have provided all necessary notices, obtained any required consents, or have otherwise established an appropriate lawful basis for Visa to process the information You provide to Visa pursuant to the Agreement; and (iii). You will inform Visa of any particular requirements for your configuration in order for the provision and use of VCMS to comply with any and all applicable Laws, including but not limited to Applicable Data Protection Law. You acknowledge that Visa is not responsible for monitoring for or informing You of any changes in Law applicable to these VCMS Product Terms or otherwise related to Your access to and use of the Licensed APIs and the Application (including applicable regulatory, consumer or data protection requirements related to collection of Third Party Consents).

4.2 Resource Requirements. Without limiting Your other obligations under the Agreement, You will provide the following to Visa during the VCMS Term without charge: (a) access to, use of, and support regarding, Client’s networks and IT systems as reasonably required for Visa to provide the Licensed APIs to You; and (b) full information, resources and assistance reasonably required for Visa to provide the Licensed APIs for Your use, including without limitation with respect to the configuration, legal and regulatory input and other information and materials required for Visa to provide the On-Boarding Services and to ensure that the VCMS has been properly tailored for Your use in a manner that complies with all Laws applicable to Visa’s provision of and Your access to and use of VCMS. Visa will not be responsible for any failure to provide the Licensed APIs or VCMS as a result of Your failure to provide any of the foregoing.

4.3 Visa shall have no liability for Your failure to comply with any of Your obligations in this Section 4.

5. Privacy; Security. The privacy and security terms set forth in the Visa Developer Center Terms of Use (including the Additional Visa Developer Platform Privacy & Data Protection Terms for Visa Products) apply to Processing of Personal Information under these VCMS Product Terms.

As between the parties, You are controller (as and to the extent that such term or any equivalent term is defined under Applicable Data Protection Laws) in relation to Personal Information processed in carrying out Your responsibilities under Section 4.1. Where “controller” is not defined under Applicable Data Protection Laws, You agree to comply with any of the controller-related obligations set out in the Terms of Use and Additional Visa Developer Platform Privacy & Data Protection Terms for Visa Products that are required of You under Applicable Data Protection Laws. Other than in relation to Personal Information processed by You in connection with Your responsibilities, Visa is controller (as and to the extent that such term or any equivalent term is defined under Applicable Data Protection Laws) in relation to the operation of VCMS. Visa will process Personal Information in accordance with Applicable Data Protection Laws and the Privacy Notice.