These Terms of Use (the “Agreement”) govern the use of Visa Spend Clarity for Enterprise, an online application for transaction data consolidation and reporting for financial management services (collectively, the "Services"). You must be a Registered User to use the Services. A "Registered User" is a user from whom Visa has received the information necessary to permit such person access to the Visa Spend Clarity for Enterprise website, its accompanying applications, media, and documentation, and who has agreed to accept this Agreement. By using the Services, you agree to be bound by this Agreement.
As used in this Agreement, the terms "you", "your" or "user" are synonymous, and refer to the person using the Services in any way.
SCOPE OF LICENSE. The Services are provided to you by a Visa entity within the region in which the Services are made available to you and may include Visa International Service Association, Visa Worldwide Pte Limited, Visa Europe Limited and Visa U.S.A. Inc. (together with all other subsidiaries, affiliates, and licensers, collectively referred to as “Visa”). The Visa entity in your region grants you a non-exclusive, non-transferable royalty-free license to access the Visa Spend Clarity for Enterprise website located at https://identity.enterprise.spendclarity.visa.com (the "Site"), and to use the Services in connection with your participation in Visa Spend Clarity for Enterprise, is granted to you by conditioned on your acceptance without modification of this Agreement. The Services are licensed, to you by Visa for your personal use, AND ALL RIGHTS NOT EXPRESSLY GRANTED ARE RESERVED BY VISA OR ITS SUBSIDIARIES, AFFILIATES OR LICENSERS. If you are a Visa Financial Institution (or “Visa Member”), this Agreement and your use of the Services hereunder are subject in all respects to the Visa Core Rules and Visa Product and Service Rules, Visa Charter Documents and/or the Visa Supplemental Requirements, as is applicable to you (collectively referred to as the "Visa Rules"). Non-Financial Institution users are permitted access pursuant to the sponsorship of a Visa Financial Institution as a service to your sponsoring Visa Financial Institution.
NO UNLAWFUL OR PROHIBITED USE. You may not use the Services for any purpose that is unlawful or prohibited by this Agreement. You may not use the Services in any manner that could damage, disable, compromise, or interfere with any Visa operated or affiliated website or the network(s) connected to any other Visa service or any other party's use of any Visa service. Unauthorized access to any Visa services, other accounts, computer systems or networks connected to any Visa services through hacking, password mining or any other unauthorized means is prohibited. Visa may monitor your use of the Services without further notice to ensure compliance with this Agreement.
ACCESS AND PASSWORDS. In order to obtain authorized access to and use of the Services, you must be a Registered User. As a Registered User you are required to create an account by providing current, complete, and accurate information as prompted by the applicable registration form (your “Account”). Each time you enter your Account name (or user identification) and password (collectively referred to as “Login Credentials”), you authorize Visa to process your request and to retrieve, process and/or transmit information requested by you. In addition to any requirements imposed by your organization, it is recommended that you change your Account password periodically to reduce security risks. You are the only person authorized to use your Account and Login Credentials, and you agree not to permit or allow other persons to have access to or use the same. You are entirely responsible for maintaining the confidentiality of your Account and Login Credentials. Furthermore, you are entirely responsible for all activities that occur through the use of your Account and Login Credentials. You agree to notify Visa immediately of any actual or suspected unauthorized use of your Account and/or Login Credentials, or any other breach of security. For security purposes, Visa will not disclose your Login Credentials if you lose or forget them and, in such circumstances, you will be required to contact your program administrator. If you are the program administrator and need to have your password reset, you will need to contact your sponsoring Issuer, its designated first level (Level I) Help Desk or the Visa second level (Level II) Help Desk. Visa will not be liable for any loss that you may incur as a result of someone else using your Account and/or Login Credentials either with or without your knowledge. However, you could be held liable for losses incurred by Visa or another party due to someone else using your Account and/or Login Credentials.
PRIVACY. By using the Services, you represent that you are authorized to submit the information you provide to Visa through your use of the Services and you consent to Visa’s access to such information. Visa processes personal information submitted to the Services as necessary to provide the Services (as agreed in these Terms), and for related purposes described in Visa’s Global Privacy Notice. For more information about how Visa and its affiliates and service providers collect, protect and share your personal information when you use the Service, and any data privacy rights and choices you may have, please read the Visa Global Privacy Notice.
Separate privacy notices may also apply (such as the privacy notice of your employer).
You are responsible for ensuring the personal information associated with your account remains adequate and up to date.
CONFIDENTIALITY. The information derived from or related to the Services is the property of Visa and is for the sole use of authorized users of the Services only in support of Visa branded products and services. A Registered User must not disclose information derived from the Services, other than the data that the Registered User is authorized to access, or any other information associated with the Services, to third parties unless it is permitted or otherwise authorized by its sponsoring Issuer and Visa.
SECURITY. Visa has taken reasonable measures to protect the security of your information, including the use of firewalls and security measures at its physical facilities. However, Visa does not guarantee the security of data or information collected, transmitted, processed or accessed through the Internet and shall not be liable in any way for a compromise of your data or information.
THIRD PARTY SITES. The Site and the Services may link you or direct you to third party websites. These other sites are not under the control of Visa. Visa is not responsible for the performance of, information provided by or activity of any third-party site provider in connection with their provision of services or otherwise. The inclusion of such link(s) does not imply endorsement of the site by Visa or any association with its operators. Visa provides these site links to you only as a convenience. You are responsible for reviewing, understanding and complying with the terms and conditions governing any third-party sites and your use of such sites.
TRANSFERABILITY. You may not transfer, distribute, sub-license, assign or grant any rights in the Services in any form to any person without the prior written consent of Visa. As a condition to Visa granting consent, among any other conditions that Visa may require, any such transferee or licensee must agree to be bound by this Agreement. This Agreement is binding upon and inures for the benefit of you and your respective successors and assigns.
TERMINATION. Participation in the Services is at the sole discretion of Visa, which may limit participation, impose conditions on its use, and discontinue all or part of the Services at any time. Your license and right to use the Services are effective until terminated. This License will terminate immediately without notice from Visa if you fail to comply with any provision of this License. You may terminate this License at any time upon notice to Visa.
RESTRICTIONS. Visa (for itself and its subsidiaries, affiliates and licensers) reserves all patent, copyright, trade secret, trade name, trademark, accompanying media or documentation, and other proprietary rights related to the Services, and you shall not infringe or violate such rights. Except as stated herein, the Services are for your personal use. You may not modify, translate, reverse engineer, decompile, disassemble, copy, distribute, transmit, display, perform, reproduce, publish, license, create derivative works from, transfer, or sell any information, software, products or services obtained from or in connection with the Services. Notwithstanding the above, you may print or download one (1) copy of the associated media and documentation for the Services solely for back-up purposes, provided that you reproduce all copyright and other proprietary notices included on the original on such copy. Additionally, you may not remove any proprietary notices, labels, or marks on the Services or accompanying documentation.
NOT PROFESSIONAL ADVICE. Visa uses reasonable efforts to provide accurate data and/or reports to you through the Services. Such data and/or reports are intended only for financial management and informational purposes. Visa cannot guarantee that any such data and/or reports are accurate or complete or that they will be always current. Data and/or reports are not intended to provide specific legal, accounting, financial or tax advice for you, and should not be relied upon in that regard. Visa assumes no liability or responsibility for any errors or omissions in the content of the Site. You should independently verify the content of all such data and/or reports prior to making any decisions based on that content. You should not act or rely on such data and/or reports without seeking the advice of a professional.
WARRANTIES. EXCEPT AS MAY BE PROHIBITED OR RESTRICTED BY APPLICABLE LAW, ALL MATERIALS, INFORMATION, PRODUCTS, SOFTWARE, AND SERVICES INCLUDED IN OR AVAILABLE THROUGH THE SERVICES ARE PROVIDED "AS IS". VISA DISCLAIMS ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, AND VISA SPECIFICALLY DISCLAIMS ANY IMPLIED WARRANTY OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE. VISA, ITS SUBSIDIARIES, AFFILIATES AND LICENSERS DO NOT WARRANT THAT THE SERVICES WILL BE UNINTERRUPTED, TIMELY, ACCURATE, RELIABLE, CORRECT OR SECURE; THAT THE SERVICES WILL BE AVAILABLE AT ANY PARTICULAR TIME OR LOCATION; THAT ANY DEFECTS OR ERRORS WILL BE CORRECTED; OR THAT THE SERVICES ARE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS. SATISFACTION, QUALITY, PERFORMANCE, ACCURACY AND EFFORT CONCERNING THE SERVICES ARE SOLELY AT YOUR OWN RISK. BECAUSE SOME JURISDICTIONS DO NOT PERMIT THE EXCLUSION OF CERTAIN WARRANTIES, THESE EXCLUSIONS MAY NOT APPLY TO YOU.
LIMITATION OF LIABILITY. FOR VISA FINANCIAL INSTITUTIONS, THE ENTIRE AND EXCLUSIVE LIABILITY OF VISA AND ITS LICENSERS UNDER THIS AGREEMENT, INCLUDING USE OF THE SERVICES BY FINANCIAL INSTITUTIONS SPONSORED NON-FINANCIAL INSTITUTION USERS, SHALL BE AS STATED IN THE VISA RULES. FOR NON-FINANCIAL INSTITUTION USERS, YOU AGREE NOT TO HOLD VISA LIABLE FOR ANY LOSS OR DAMAGE INCURRED AS A RESULT OF YOUR USE OF THE SERVICES. YOUR EXCLUSIVE REMEDY SHALL BE AS SET FORTH IN YOUR AGREEMENT WITH YOUR VISA ISSUER.
IN NO EVENT SHALL VISA (INCLUDING ITS FINANCIAL INSTITUTIONS, VENDORS, LICENSORS, OFFICERS, DIRECTORS, EMPLOYEES AND AGENTS) BE LIABLE TO YOU OR TO A THIRD PARTY FOR ANY INDIRECT, SPECIAL, INCIDENTAL, PUNITIVE OR CONSEQUENTIAL DAMAGES, IN CONNECTION WITH OR ARISING OUT OF THIS AGREEMENT OR THE PROVISION OF THE SERVICES, INCLUDING BUT NOT LIMITED TO (I) LOSS OF REVENUE OR PROFITS, (II) LOSS OF BUSINESS OR GOODWILL, (III) LOSS OF USE OR LOSS OF DATA EVEN IF VISA HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH LOSS OR DAMAGE. HOWEVER, SUCH DAMAGES ARISE AND/OR WHETHER IN TORT, CONTRACT OR OTHER CLAIM, EVEN IF SUCH PARTY HAS BEEN INFORMED OF THE POSSIBILITY OF SUCH DAMAGES. SPECIAL OR PUNITIVE ARE NOT LOSSES OR DAMAGES WHICH MAY FAIRLY AND REASONABLY BE CONSIDERED TO ARISE NATURALLY (THAT IS, IN THE USUAL COURSE OF THINGS) FROM THE BREACH OR OTHER ACT OR OMISSION GIVING RISE TO THE RELEVANT LIABILITY.
INTELLECTUAL PROPERTY RIGHTS. Visa reserves all patent, copyright, trade secret, trade name, trademark, accompanying media or documentation, and other proprietary rights related to the Services, and you shall not infringe or violate such rights. All rights not expressly granted to you through these Terms are retained by Visa. Except as stated herein, the Services are for your personal use. You may not modify, translate, reverse engineer, decompile, disassemble, copy, distribute, transmit, display, perform, reproduce, publish, license, create derivative works from, transfer, or sell any information, software, products or services obtained from or in connection with the Services. You may be asked to provide feedback regarding your use of the Services, you acknowledge that Visa will own all right, title and interest in and to feedback provided by you. Nothing in these Terms grants to you any right to use any of Visa's Intellectual Property Rights unless expressly stated.
STORAGE LIMITATIONS. Visa may establish limits concerning use of the whole or any part of the Services, including without limitation the maximum storage space that will be allotted and reserved on Visa's servers on your behalf, and the maximum number of times and duration you or your authorized users may access the Services. Visa has no responsibility or liability for the deletion, corruption, or failure to store any information, data or other content maintained or transmitted by the Services.
GOVERNMENT USE. If you are acquiring the Services or accompanying documentation on behalf of the U.S. Government, use of the Services shall be subject to "Restricted Rights," as defined in the Federal Acquisition Regulations ("FARs") in Paragraph 52.227-19(c)(2), or its equivalent paragraph in an applicable agency supplement to the FARs. Contractor/Manufacturer is: Visa International Service Association, P.O. Box 8999, San Francisco, California 94128.
GOVERNING LAW AND DISPUTE. In any dispute or claim arising out of or relating to this Agreement, including the scope or applicability of the agreement to arbitrate, that cannot be resolved informally by the parties’ day-to-day business managers (“Dispute”) shall be solely and finally resolved pursuant to this section:
a. Direct business negotiations. The parties shall use their best efforts to resolve any Dispute by good faith negotiation between senior executives. Such discussions shall be “without prejudice” confidential compromise and settlement negotiations. No proceedings may be commenced under this section until at least fourteen (14) days have elapsed since the meeting of such executives.
b. Arbitration. Any Dispute that remains unresolved following the negotiations in [Section a] a Direct business negotiations) shall be solely and finally settled by confidential arbitration in accordance with this Agreement.
THIS SECTION CONTAINS AN ARBITRATION PROVISION. PLEASE READ THIS PROVISION CAREFULLY. IT PROVIDES THAT ANY CLAIM RELATING TO THE SERVICES OR THESE TERMS SHALL BE RESOLVED BY BINDING ARBITRATION. IN ARBITRATION NEITHER YOU NOR VISA WILL HAVE THE RIGHT TO LITIGATE CLAIMS IN COURT, OR TO HAVE A JURY TRIAL ON THE CLAIMS. CLAIMS MAY BE ARBITRATED ONLY ON AN INDIVIDUAL BASIS. PRE-HEARING DISCOVERY RIGHTS AND POST-HEARING APPEAL RIGHTS WILL BE LIMITED, BUT THE ARBITRATOR CAN AWARD DAMAGES AND RELIEF AS PERMITTED UNDER THESE TERMS.
Any arbitration between you and Visa shall be administered by JAMS pursuant to its Comprehensive Arbitration Rules and Procedures if you reside in the United States and JAMS’ International Arbitration Rules if you reside outside the United States, to the extent that those rules do not conflict with this provision. You may obtain a copy of these rules by contacting JAMS at 1-800-352-5267, by writing to JAMS at 620 Eighth Avenue, 34th Floor, New York, NY 10018 or online at www.jamsadr.com or www.jamsinternational.com/.
This clause shall not preclude parties from seeking provisional remedies in aid of arbitration from a court of appropriate jurisdiction. Visa’s liability is limited as described in Section 14 above, to the fullest extent permitted by applicable law.
These Terms and the rights of the parties hereunder shall be governed by and construed in accordance with the laws of the State of Delaware exclusive of conflict or choice of law rules.
The arbitrator cannot award punitive or exemplary damages, except as may be required by statute, or any pre-award interest; nor may the arbitrator award any incidental, indirect or consequential damages, including damages for lost profits or harm suffered by third parties. Any relief afforded cannot affect other Services users. The parties acknowledge that these Terms evidence a transaction involving interstate commerce. Notwithstanding the provision in the preceding paragraph with respect to applicable substantive law, any arbitration conducted pursuant to the Terms and this section shall be governed by the Federal Arbitration Act (9 U.S.C., Secs. 1-16).
The arbitrators’ costs shall be borne by the parties equally, and each party shall bear its own arbitration costs. A reasoned award issued in writing by the panel 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. Nothing in this Agreement limits the right of a party to obtain provisional remedies from a competent court.
Should any of the above Section 18 be unenforceable by a competent court, any Dispute will be governed by the laws of the jurisdiction within the region in which the services are provided to you and shall be resolved by a competent civil court residing in the same regional jurisdiction.
GENERAL.
Entire Agreement. This Agreement represents the entire agreement between the parties relating to the subject matter hereof.
Modification. Visa reserves the right to modify these terms and the Services from time to time, with reasonable notice of such change to be provided to you. Continued use of the Services following publication of change notice will be deemed acceptance.
Assignment. You may not assign this Agreement without Visa’s prior written consent.
Severability. You and Visa agree that is any provision of this Agreement is deemed unlawful, void, (including by virtue of law) or for any reason unenforceable by a court of competent jurisdiction, then that provision shall be deemed severable from this Agreement and shall not affect the validity and enforceability of any remaining provisions.
Relationship of the Parties. Nothing in this Agreement will be construed as creating a joint venture, partnership, employment or agency relationship between you and Visa, and you do not have any authority to create any obligation or make any representation on Visa’s behalf.
Waiver. The waiver or a breach of any term hereof shall in no way be construed as a waiver of any other term or breach hereof.
Language. In the case where this Agreement is accepted or executed in English and other language(s) or a translation of this Agreement in other language(s) is provided in addition to the English version, the prevailing language of this Agreement shall be English and any dispute arising from this Agreement will be settled to the extent permitted by law based on the English version of this Agreement.
Export Control Laws: You acknowledge that the laws and regulations of the United States and other countries may restrict the export and re-export of the Application. You agree that you will not export or re-export the Application in any form or to any recipient whether inside or outside the United States in violation of applicable United States and foreign law.
COUNTRY SPECIFIC PROVISIONS.
Argentina Residents Only. Consumer protection regulations provide that legal entities that market, sell, or provide services to consumers or users within the City of Buenos Aires and have an internet page, should include a link to the “Dirección General de Defensa y Protección al Consumidor.” In order to contact the “Dirección General de Defensa y Protección al Consumidor” for questions and complaints please go to: www.argentina.gob.ar/defensadelconsumidor.
Austrian Residents Only. Notwithstanding the paragraphs on limitation of liability set forth above, or any other statements regarding Visa’s limitation of liability, the following will apply to Austrian residents:
VISA'S LIABILITY FOR DAMAGES (SCHADENERSATZHAFTUNG) CAUSED BY SLIGHT NEGLIGENCE (LEICHTE FAHRLÄSSIGKEIT) SHALL BE EXCLUDED.
THE AFORESAID LIMITATION OF LIABILITY SHALL NOT APPLY TO ANY MANDATORY STATUTORY LIABILITY, IN PARTICULAR TO LIABILITY ARISING FROM WARRANTY CLAIMS (GEWÄHRLEISTUNGSANSPRÜCHE), CLAIMS UNDER THE AUSTRIAM PRODUCT LIABILITY ACT (PRODUKTHAFTUNGSGESETZ) AND LIABILITY FOR PERSONAL INJURIES (PERSONENSCHÄDEN). IN ADDITION, THE LIMITATION OF LIABILITY SHALL NOT APPLY IF AND TO THE EXTENT VISA HAS ASSUMED A SPECIFIC GUARANTEE OR A SPECIFIC OBLIGATION IN RELATION TO THE MATTER GIVING RISE TO SUCH LIABILITY.
Residents of People’s Republic of China (excluding Hong Kong Special Administration Region, Macau Special Administration Region and Taiwan) Only. You acknowledge that the Services is only available for use by you in cross-border foreign currency transactions with merchants outside of the Mainland of the People’s Republic of China. Any merchants in the Mainland of the People’s Republic of China offering the Services are only authorized to do so for non-residents of the Mainland of the People’s Republic of China.
Japan Residents Only. The data submitted by Japanese residents through use of the Services is stored in a foreign country.
Germany Residents Only. Notwithstanding the paragraphs on limitation of liability set forth above or any other statements regarding Visa’s limitation of liability, the following will apply for residents of Germany:
VISA'S CONTRACTUAL AND STATUTORY LIABILITY FOR DAMAGES CAUSED BY SLIGHT NEGLIGENCE SHALL, IRRESPECTIVE OF ITS LEGAL GROUND, BE LIMITED AS FOLLOWS:
(I) VISA SHALL BE LIABLE UP TO THE AMOUNT OF THE FORESEEABLE DAMAGES TYPICAL FOR THIS TYPE OF CONTRACT DUE TO A BREACH OF MATERIAL CONTRACTUAL OBLIGATIONS;
(II) VISA SHALL NOT BE LIABLE DUE TO A BREACH OF ANY NON-MATERIAL CONTRACTUAL OBLIGATIONS AND NOR FOR THE SLIGHTLY NEGLIGENT BREACH OF ANY OTHER APPLICABLE DUTY OF CARE APPLICABLE.
THE AFORESAID LIMITATIONS OF LIABILITY SHALL NOT APPLY TO ANY MANDATORY STATUTORY LIABILITY, IN PARTICULAR TO LIABILITY UNDER THE GERMAN PRODUCT LIABILITY ACT (PRODUK-THAFTUNGSGESETZ), AND LIABILITY FOR CULPABLY CAUSED PERSONAL INJURIES. IN ADDITION, SUCH LIMITATIONS OF LIABILITY SHALL NOT APPLY IF AND TO THE EXTENT VISA HAS ASSUMED A SPECIFIC GUARANTEE.
SUB-SECTIONS (I) AND (II) SHALL APPLY ACCORDINGLY TO VISA'S LIABILITY FOR FUTILE EXPENSES.
YOU SHALL BE OBLIGED TO TAKE ADEQUATE MEASURES TO AVERT AND REDUCE DAMAGES.
Survival. Despite termination of the Agreement, the terms set out herein continue to apply to any use of the Services by you prior to termination. Any sections of this Agreement that by their nature should survive termination shall so survive any termination of these Terms or your use of the Services, including without limitation, the Privacy, Dispute Resolution & Governing Law section and Country Specific Provisions.
CONTACT US. If you have any questions about the Application, please contact your program administrator or your sponsoring Issuer, for further information.
Visa Spend Clarity For Enterprise Terms of Use, Updated: 08/2021
YOU ACKNOWLEDGE THAT YOU HAVE READ THIS AGREEMENT AND, BY CLICKING ON THE BUTTON MARKED "ACCEPT" YOU WILL INDICATE YOUR ACCEPTANCE OF ITS TERMS AND CONDITIONS. IF YOU AGREE TO THESE TERMS, INDICATE YOUR AGREEMENT BY CLICKING THE "ACCEPT" BUTTON. IF YOU DO NOT AGREE TO THESE TERMS, CLICK ON THE "DECLINE" BUTTON.