Bank of Baroda

Baroda Finathon Challenge

Supplemental Participant Terms & Conditions when using VisaAPI’s

SCHEDULE 1

These Supplemental Participant Terms & Conditions (“Terms and Conditions”) constitute a legally binding contract between you and/or your company/team (“You” or “Your”) and Visa U.S.A. Inc. (“Visa”) and applies to Your access to the Visa Developer Portal (“VDP”), including use of any Visa APIs or other materials, documentation, data, content or code accessed through the VDP or otherwise provided by or on behalf of Visa in connection with the “BOB Finathon” or the VDP (collectively “Visa Materials”). The Visa Developer Portal Terms of Use (“TOU”) available at https://www.developer.visa.com/terms are hereby incorporated by reference in their entirety, as they exist now or hereafter are amended, such that references to these Terms and Conditions shall incorporate and include the TOU. To the extent of any conflict between these Terms and Conditions and the TOU, these Terms and Conditions shall govern with respect to Your participation in the “BOB Finathon”. Any capitalized terms not defined herein shall have the meanings set forth in the TOU.

By accessing the VDP or using any Visa Materials and/or submitting a solution for consideration in the “BOB Finathon”, You acknowledge and agree (a) to abide by these Terms and Conditions, and any other guidelines or instructions provided to You by Visa and/or its representatives in connection with the “BOB Finathon”; (b) to comply with all applicable laws; and (c) to be bound by the decisions of Visa and its representatives in connection with the “BOB Finathon”, which decisions are final and binding.

To the extent that there is any discrepancy or inconsistency between these Terms and Conditions and any disclosures or other statements contained in any “BOB Finathon”-related materials, these Terms and Conditions shall govern.

Visa Materials and Your Solution

Your use of any Visa Materials made available to You by or on behalf of Visa in connection with the “BOB Finathon” will be governed by these Terms and Conditions.

Subject to and conditioned upon Your compliance with these Terms and Conditions, Visa hereby grants to You a personal, limited, revocable, non-exclusive, non-transferable, non-sublicensable, royalty-free license solely during the “BOB Finathon” to develop and demonstrate the solution (“Your Solution”) that incorporates or uses the Visa Materials in connection with the foregoing activities. Nothing in this clause should be construed as a binding commitment or obligation on your part or on the part of Bank of Baroda or Visa to enter into any partnership or commercial arrangement of any nature whatsoever with you in respect of Your Solution. For avoidance of doubt, all other restrictions set forth in the TOU additionally apply with respect to Your use of the Visa Materials.

You understand and agree that Visa may restrict the number of calls Your Solution makes through the Visa APIs, based on various factors including, but not limited to, concerns regarding stability or security of the Visa APIs or other Visa systems. You agree that Visa may throttle, suspend or permanently terminate responses to Your Solution’s Visa APIs calls, at Visa’s sole discretion. Visa may change the method of access to the Visa APIs at any time.

You represent and warrant and agree that: (a) You will use the Visa Materials only for purposes permitted by and in accordance with these Terms and Conditions and applicable law and regulation and not for any commercial use, and any future commercial use of the Visa Materials shall be subject to separate terms and conditions; and (b) You are solely responsible for (and neither Visa nor its affiliates have any responsibility to You or to any third party for): (1) any data, content, or resources that You obtain, transmit or display through Your Solution or the Visa Materials; and (2) any breach of Your obligations under these Terms and Conditions, any applicable third party license, or any applicable law or regulation, and for the consequences of such breach. You further represent that Your Solution does not infringe on the Intellectual Property Rights of Visa or any third party. Any use of the Visa Materials shall include attribution to Visa as the source thereof and additionally shall contain all copyright and other proprietary notice or legends found on the original.

You acknowledge and agree that Your authorized use of the Visa Materials does not excuse You from, and Visa will not be responsible for Your, compliance with applicable laws that may require You to be licensed as a money transmitter or as a bank in the jurisdiction in which You are, may be, or will be offering services.

Intellectual Property Rights

“Intellectual Property Rights” means ideas, inventions, discoveries, improvements, modifications, enhancements, trade secrets, designs, business models, software, derivatives, know-how, processes, methodologies, technical information, data, test results, information, concepts, and works of authorship, whether patentable or not and whether reduced to practice or not, and all related intellectual property, including, but not limited to, patents and patent applications (including but not limited to all reissues, continuations, continuations-in-part, revisions, extensions, divisionals, designs and reexaminations thereof), copyrights, mask works, trademarks, trade secrets, and other forms of intellectual property protection related thereto, including all applications, certifications and registrations therefor. 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 or service names (“Visa Marks”) (collectively, “Visa IP”), including without limitation all Intellectual Property Rights therein. No title to or ownership of any Visa IP, is granted (express or implied) or otherwise transferred to You or any other entity or person under this Agreement. 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.

You will retain ownership of Your Solution except to the extent of any Visa technologies or Intellectual Property Rights embodied or incorporated therein in accordance with these Terms and Conditions and subject to Visa’s ownership of any Visa IP, unless otherwise agreed by You. You represent and warrant that You are (or Your team is) the sole creator of Your Solution and that You have obtained permission from all persons or Intellectual Property Right owners whose technology, materials, likeness, or work is contained therein for submission of Your Solution as described in these Terms and Conditions.

Nothing in these Terms and Conditions grants You any rights to use any Visa Marks.

By participating in the “BOB Finathon”, You acknowledge and agree that any Enhancements You provide in connection with the “BOB Finathon” shall be deemed Submissions in accordance with the TOU. “Enhancements” means any derivatives, submission, 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, provided by You or on Your behalf to Visa or its affiliates. You may not use or disclose Enhancements 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, sub-licensable, and fully transferable license to exercise all rights under such patents.

You waive any and all claims that You may have against Visa or anyone participating in the “BOB Finathon”. You also acknowledge that Visa has access to many ideas, concepts, and technologies, many of which may be similar or identical to Your Solution, and You will not have any claim against Visa or be entitled to any compensation as a result of Visa’s use of similar or identical material. You agree that Visa is not responsible for any unauthorized use of Your Solution (in whole or in part) by third parties.

Disclaimers and Indemnification

TO THE FULLEST EXTENT PERMITTED UNDER APPLICABLE LAWS, UNDER NO CIRCUMSTANCES WILL VISA OR ANY OF ITS PARENTS, SUBSIDIARIES, AFFILIATES OR VENDORS OR ANY OFFICERS, DIRECTORS, EMPLOYEES, OR AGENTS OF VISA, OR ITS PARENTS, SUBSIDIARIES, AFFILIATES, OR VENDORS (COLLECTIVELY “VISA PARTIES”) HAVE ANY LIABILITY FOR ANY LOSS OR DAMAGE RESULTING DIRECTLY OR INDIRECTLY FROM, WITHOUT LIMITATION, (A) YOUR PARTICIPATION IN THE “BOB FINATHON”; (B) YOUR USE OF ANY VISA MATERIALS; OR (C) LOST REVENUE, LOST PROFITS, ANTICIPATED PROFITS, LOST BUSINESS OR INJURY TO BUSINESS REPUTATION, COST OF PROCUREMENT OF SUBSTITUTE SERVICES, UNDER ANY THEORY OF LIABILITY CAUSE OF ACTION WHETHER IN TORT (INCLUDING NEGLIGENCE), CONTRACT OR OTHERWISE, REGARDLESS OF WHETHER ANY VISA PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

THE VISA MATERIALS ARE PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS WITH NO WARRANTY. TO THE FULLEST EXTENT PERMISSIBLE BY LAW, THE VISA PARTIES EXPRESSLY DISCLAIM ALL WARRANTIES OF ANY KIND, WHETHER STATUTORY, EXPRESS, OR IMPLIED WITH RESPECT TO THE “BOB FINATHON” AND VISA MATERIALS.

IN NO EVENT WILL THE VISA PARTIES BE LIABLE TO YOU OR ANY THIRD PARTY FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES IN CONNECTION WITH THE “BOB FINATHON”, VISA MATERIALS, OR THESE TERMS AND CONDITIONS.

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 OR DEATH) ARISING FROM OR RELATED TO: (A) YOUR FAILURE TO COMPLY WITH ANY OF THESE TERMS AND CONDITIONS, OR THE PARTICIPATION AGREEMENT; (B) ANY MISREPRESENTATION YOU MAKE UNDER THESE TERMS AND CONDITIONS, OR OTHERWISE TO VISA; (C) YOUR PARTICIPATION IN THE “BOB FINATHON”; (D) YOUR USE OF THE PRODUCTS, SERVICES, DOCUMENTATION, DATA OR MATERIALS PROVIDED UNDER THESE TERMS AND CONDITIONS, OR YOUR SOLUTIONS OR THE USE OR DISTRIBUTION THEREOF; (E) ANY INFRINGEMENT OR ALLEGED INFRINGEMENT OF A PATENT, COPYRIGHT, TRADEMARK OR OTHER INTELLECTUAL PROPERTY RIGHTS OR PROPRIETARY RIGHT RELATING TO THESE TERMS AND CONDITIONS OR THE TOU; OR (F) ANY BREACH OR ALLEGED BREACH BY YOU OF ANY REPRESENTATION, WARRANTY, OR OBLIGATION CONTAINED IN THESE TERMS AND CONDITIONS.

Limitation of Liability

IN NO EVENT WILL THE VISA PARTIES’ LIABILITY TO YOU OR ANY THIRD PARTY IN CONNECTION WITH THE “BOB FINATHON”, VISA MATERIALS, THESE TERMS AND CONDITIONS, UNDER ANY THEORY, EXCEED ONE HUNDRED DOLLARS ($100).

Covenant Not to Sue

In partial consideration for Your right to use Visa Materials during the “BOB Finathon”, You hereby grant to the Visa Parties a fully paid-up, royalty-free, worldwide, nonexclusive, irrevocable license and covenant not to sue (and not to assist or provide consent to any third party to sue) under any Intellectual Property Rights related to Visa Materials, including any patents to make, have made, use, offer for sale, sell, import and otherwise provide the Visa Materials (or any portion thereof) and to practice any method, process or procedure in connection therewith. You hereby further irrevocably covenant not, in any way, to rely upon or refer to the Visa Materials, or any portion, functionality or other characteristics thereof in any assertion or allegation of patent infringement (direct or indirect) or to assist or provide consent to any third party to do so.

General Conditions

Except where expressly prohibited, all issues and questions concerning the construction, validity, interpretation and enforceability of these Terms and Conditions, or the rights and obligations of participants and Visa in connection with the “BOB Finathon”, shall be governed by, and construed in accordance with applicable U.S. federal law and the laws of the State of California, without regard to any jurisdiction’s conflict of law principles.

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

You acknowledge that nothing in these Terms and Conditions 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.