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.
11. Awards and Benefits
Cash Award: Each Company selected as a Brief Winner will be awarded $25,000 USD. The Overall Winner (which may or may not be a Brief Winner) will be awarded an additional $25,000 USD. The Audience Choice Winner will be awarded $5,000 USD. 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.
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 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:
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 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.
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 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 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.
Visa Terms of Service: https://usa.visa.com/legal.html
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.