Updated May 2009

The Visa Business Network ("VBN") is comprised of: (i) the Visa Business Network website located at www.visabusinessnetwork.com (the "VBN Website"), and (ii) the Visa Business Network application on Facebook.com (the "VBN Facebook Application"). These terms of use (the "Terms of Use") govern your use of the VBN via the VBN Website and/or the VBN Facebook Application. These Terms of Use constitute a legal agreement between you and Visa Inc. ("Visa", "we", "us", or "our"). By accessing, browsing and/or using the VBN you acknowledge that you have read, understood and agree to be bound by these Terms of Use, any modifications to the Terms of Use and our Visa Business Network Privacy Policy, which is incorporated by reference into these Terms of Use. By accessing, browsing and/or using the VBN Facebook Application, you also acknowledge that you have read, understood and agree to be bound by all Facebook policies, including, without limitation, the Facebook Terms of Use, and the Facebook Platform Application Terms of Use. To the extent these Terms of Use contradict or are inconsistent with the Facebook Terms of Use or the Facebook Platform Application Terms of Use (or any other applicable Facebook policies), these Terms of Use shall control. In addition, you agree to comply with all applicable laws, rules and regulations governing your use of the VBN. If you do not agree to these Terms of Use, you are not permitted to access, browse or use the VBN.

Please return to the VBN Website and/or the VBN Facebook Application and review these Terms of Use from time to time, as they may be amended without notice to you. Any changes to these Terms of Use will be effective immediately upon the posting of the revised Terms of Use on the VBN Website and/or the VBN Facebook Application. Please note that your use of certain content and features of the VBN may be subject to additional terms. By using such content and features, you also agree to be bound by such additional terms.

THE VISA BUSINESS NETWORK

The VBN provides users a forum to connect with other VBN users regarding topics of interest to small businesses and to have access to various resources helpful to small businesses. In order to use the VBN, you must obtain access to the Internet and pay any service fees associated with such access. In addition, you must provide all equipment necessary to make your connection to the Internet, including, without limitation, a computer and modem or other access. The VBN operates on two platforms: (i) the VBN Website and (ii) the VBN Facebook Application. Visa reserves the right to change any and all content, software, applications, and other items used or contained in the VBN, or any portion thereof, at any time without notice.

THE VBN FACEBOOK APPLICATION

The VBN Facebook Application is an application that retrieves certain data made available by Facebook and its users for use on the Facebook website. The VBN Facebook Application is separate from other Facebook pages and applications, including Facebook business pages. Thus, there is no guarantee that the same user ID or business name you have registered on Facebook is available for your use on the VBN Facebook Application.

OWNERSHIP OF THE VISA BUSINESS NETWORK AND VISA CONTENT

The VBN and all materials made available by the VBN, including, without limitation, names, logos, trademarks, images, text, columns, graphics, photographs, illustrations, artwork, software, video clips, audio clips and other elements available through the VBN (collectively, "Visa Content") are protected by copyrights, trademarks and other intellectual property rights owned and controlled by us or by other parties that have licensed or otherwise provided their material to us.

You may use and view the VBN, including without limitation, the Visa Content, solely for your personal lawful use, and you are welcome to print a hard copy of the Visa Content for your personal lawful use. Any other copying, whether in electronic, hard copy or other format, is prohibited. Any unauthorized attempt to modify any Visa Content, to defeat or circumvent our security features, or to utilize the VBN or any part of the Visa Content for any purpose other than its intended purposes is strictly prohibited. Furthermore, you are not entitled to reproduce, transmit, publicly perform, distribute, adapt, translate, modify, bundle, merge, share or make available to any person, or create derivative works of the VBN or any Visa Content contained herein, or use it for any commercial purpose, without our prior written consent. All other rights are reserved by Visa and our licensors.

Except as otherwise indicated (as in the case of User Submissions (as defined below), all right, title and interest in and to any intellectual property, proprietary rights or other rights related to the VBN and Visa Content are owned by Visa or its licensors, and you agree to make no claim of interest in or ownership of the VBN or any such Visa Content. You acknowledge that no title to the Visa Content is transferred to you, and that you do not obtain any rights, express or implied, in the Visa Content other than the rights expressly granted in this Agreement. Without limiting the generality of the foregoing, you acknowledge and agree that the trademarks, logos and service marks, whether registered or unregistered (collectively, the "Trademarks"), used on the VBN are Trademarks of the Visa Parties (as defined below), Facebook, or third parties. Nothing contained on the VBN should be construed as granting by implication, estoppel or otherwise, any license or right to use any such Trademarks without our written consent and/or the consent of such third party that owns the Trademarks.

REGISTRATION

Registration is required to use or access the VBN. Your registration shall not impose any duty on us to provide any particular service or VBN access to you.

By registering as a user of the VBN, you represent and warrant that you are authorized to register an account on your own behalf and on behalf of the business for which you are creating an account. You further represent that you have submitted and will maintain accurate, current and complete identifying information about your user ID and business as prompted by registration forms on the VBN. You agree to be truthful in all of your comments on the VBN, and to not disparage others or otherwise engage in harmful conduct.

BY REGISTERING, YOU ALSO AGREE THAT ALL AGREEMENTS, REPRESENTATIONS, AND WARRANTIES ARE MADE ON BOTH YOUR AND YOUR BUSINESS' BEHALF, AND YOU FURTHER REPRESENT THAT YOU ARE AUTHORIZED TO CONTRACT FOR AND TO LEGALLY BIND YOUR BUSINESS.

Your username and password will be your login information, and you must keep your username and password confidential and agree to use your login solely in accordance with these Terms of Use. You must immediately notify us if you learn of or suspect (i) any loss or theft of your username or password, or (ii) any unauthorized use of your username or password. You agree that, unless and until you notify us of any such loss, theft, or unauthorized use, you are fully responsible for all use of your account and for any actions that take place using your account. In the event of such loss, theft, or unauthorized use, we may impose on you, at our sole discretion, additional security obligations.

If any unauthorized person obtains access to the VBN as a result of any act or omission by you, you shall use your best efforts to ascertain the source and manner of acquisition and shall fully and promptly brief us. You shall otherwise cooperate and assist in any investigation relating to any such unauthorized access.

PRIVACY

We are committed to respecting your privacy and protecting your personally identifiable information. Any information we may collect through your use of the VBN is subject to the Visa Business Network Privacy Policy.

The information you voluntarily submit via the VBN, whether submitted via the VBN Website or via the VBN Facebook Application, is maintained separately from the information you submit to Facebook in connection with your Facebook profile and any information you submit to pages or websites outside the VBN. Information submitted or collected outside of the VBN is subject to the privacy policy of the collecting party.

The VBN may display data retrieved from Facebook on the VBN Website and/or within the VBN Facebook Application, but will do so in accordance with your VBN privacy settings and your Facebook privacy settings. In addition, certain actions you take through the VBN may be displayed to your Facebook friends on your other Facebook pages, outside the VBN Facebook Application. You may, however, opt out of displaying your VBN actions on your other Facebook pages on the Facebook Privacy Settings page. If you do not opt out, you authorize the display of such information.

USER SUBMISSIONS

Certain portions of the VBN may permit you to post or upload comments, materials, information or other content created by you (collectively, "User Submissions"). User Submissions may be reviewed by human moderators to ensure that they comply with these Terms of Use. In connection with User Submissions, you agree that you will not: (i) submit material that is copyrighted, protected by trade secret or otherwise subject to third party proprietary rights, including trademark, privacy and publicity rights, unless you are the owner of such rights or have permission from their rightful owner to post the material and to grant us all of the license rights granted herein; (ii) publish falsehoods or misrepresentations that could damage us or any third party; (iii) submit material that is unlawful, obscene, defamatory, libelous, threatening, pornographic, harassing, hateful, racially or ethnically offensive or encourages conduct that would be considered a criminal offense, give rise to civil liability, violate any law or is otherwise inappropriate; (iv) post advertisements or solicitations of business; or (v) impersonate another person or business or provide false information regarding yourself, your business, another person or any other business. Further, you represent that neither the User Submission, nor the use of the User Submission by Visa as permitted in these Terms of Use, will infringe upon or violate the rights of any person or entity or any applicable laws. We do not endorse any User Submission or any opinion, recommendation or advice expressed therein, and we expressly disclaim any and all liability in connection with User Submissions. If notified by a user or a content owner of a User Submission that allegedly does not conform to these Terms of Use, we may investigate the allegation and determine in our sole discretion whether to remove the User Submission or terminate the responsible party's account, both of which we reserve the right to do at any time. For clarity, we do not authorize in any way copyright infringing activities on the VBN, and reserve the right to remove content that allegedly does not conform to these Terms of Use, and to terminate access to the VBN and remove all User Submissions submitted by any persons who we deem to be infringers or repeat infringers.

You understand and agree that when using the VBN Website and the VBN Facebook Application, you will be exposed to User Submissions posted and/or submitted by users. We do not have any obligation to, and you agree that we have no obligation to, review the User Submissions posted and/or submitted by users accessing the VBN, that we are not in any manner responsible for User Submissions, that we do not guarantee the accuracy, integrity, quality or intellectual property rights of or relating to User Submissions, and that we cannot assure that harmful, inaccurate, deceptive, offensive, threatening, defamatory, unlawful or otherwise objectionable User Submissions will not appear on the VBN. You acknowledge that by providing you with the ability to access and view User Submissions on the VBN, we are merely acting as a passive conduit for such distribution and are not undertaking any obligation or liability relating to any User Submissions or activities of users on the VBN. Without limiting the generality of the foregoing, you acknowledge and agree that the information, materials and opinions expressed or included in any User Submissions are not necessarily ours.

Notwithstanding the foregoing, you acknowledge and agree that we have the absolute right to monitor User Submissions posted to the VBN in our sole discretion. In addition, we reserve the right to alter, edit, refuse to post or remove any such User Submissions, in whole or in part, for any reason or for no reason, and to disclose such User Submissions and the circumstances surrounding their transmission to any third party. You agree that we do not have any obligation to use or respond to any User Submissions.

Your User Submissions are not confidential or proprietary. You grant to us and our designees a non-exclusive, perpetual, irrevocable, worldwide, sublicensable, royalty-free right and license to use your User Submissions and/or your name, likeness and image in any manner or media now or later known, including, without limitation, the right to sublicense and assign and commercialize your User Submissions, without any approval, compensation, or notice to you. In addition, when you submit a User Submission, you grant to us and our designees a non-exclusive, non-revocable, perpetual, irrevocable, worldwide, sublicensable, royalty-free right and license to use, store, display, publish, transmit, transfer, distribute, reproduce, rearrange, edit and modify your User Submission, aggregate your User Submission with any other content, including, without limitation, User Submissions submitted by other users and/or Visa Content and/or create derivative works of and publicly perform your User Submission for any purpose, in any manner or media now or later known, and you irrevocably waive any and all so-called moral rights you may have in any User Submission to the full extent permitted under applicable law.

VISA AND ITS DESIGNEES WILL BE ENTITLED TO UNRESTRICTED USE OF ANY USER SUBMISSION, FOR ANY PURPOSE WHATSOEVER, COMMERCIAL OR OTHERWISE, WITHOUT COMPENSATION TO YOU AS THE PROVIDER OF THE USER SUBMISSION.

You agree that you shall immediately notify us in writing of any objectionable content appearing on the VBN. We will make good faith efforts to investigate allegations that any User Submission violates these Terms of Use but (a) make no warranty to you that we will edit, remove, or continue to permit the display of any specific User Submissions, whether or not subject to such allegations, and (b) will have no liability whatsoever for editing, removing, or continuing to permit the display of any User Submissions.

We may contact you or any third parties to verify the information contained in a User Submission you provide to us, obtain additional commentary, and to film, record and make a record of any statements made by you or others in the course of our conversations or correspondence with you. You agree that any materials created from such activities will be owned by us and may be used in accordance with these Terms of Use. We may also send you information and notices regarding your User Submission through the VBN, by email or other means based on the information you provided to us in connection with your User Submission. Visa reserves the right at any time and from time to time to discontinue, temporarily or permanently, the acceptance of some or all User Submissions and/or your ability to access User Submissions with or without notice in its sole discretion. You agree that Visa shall not be liable to you or to any third party for any suspension or discontinuance of acceptance of any User Submissions.

YOU SPECIFICALLY ACKNOWLEDGE THAT VISA, ITS DESIGNEES AND THE VISA PARTIES SHALL NOT BE LIABLE FOR USER SUBMISSIONS OR ANY CONDUCT OF ANY THIRD PARTY IN CONNECTION WITH THE VBN AND THAT THE RISK OF HARM OR DAMAGE FROM THE FOREGOING RESTS ENTIRELY WITH YOU.

CODE OF CONDUCT

You agree that you will not and will not attempt to:

• harvest or collect email addresses or other contact information of other Facebook or VBN users by electronic or other means for the purposes of sending unsolicited emails or other unsolicited communications;
• use the VBN in any unlawful manner or in any other manner that could damage, disable, overburden or impair the VBN;
• use automated scripts to collect information from or otherwise interact with the VBN;
• upload, post, transmit, share, store or otherwise make available any content that we deem to be harmful, threatening, unlawful, defamatory, infringing, abusive, inflammatory, harassing, vulgar, obscene, fraudulent, invasive of privacy or publicity rights, hateful, or racially, ethnically or otherwise objectionable;
• use the VBN in connection with the promotion, marketing, advertisement, or selling of pornography, gambling, tobacco, controlled substances, or counterfeit or other illicit goods or services;
• register for more than one user account per business with the Visa Business Network, register for a user account on behalf of a business other than your business, or register for a user account on behalf of any person or entity for whom you are not authorized to do so;
• impersonate any person or entity, or falsely state or otherwise misrepresent yourself, your company information, or any information regarding yourself or your business;
• upload, post, transmit, share or otherwise make available any unsolicited or unauthorized advertising, solicitations, promotional materials, "junk mail," "spam," "chain letters," "pyramid schemes," or any other form of solicitation;
• upload, post, transmit, share, store or otherwise make publicly available on the VBN any private information of any third party, including, addresses, phone numbers, email addresses, Social Security numbers and credit card numbers;
• solicit personal information from anyone under 18 or solicit passwords or personally identifying information for commercial or unlawful purposes;
• upload, post, transmit, share or otherwise make available any material that contains software viruses or any other computer code, files or programs designed to interrupt, destroy or limit the functionality of any computer software or hardware or telecommunications equipment;
• intimidate or harass another;
• upload, post, transmit, share, store or otherwise make available content that would constitute, encourage or provide instructions for a criminal offense or other illegal activity, violate the rights of any party, or that would otherwise create liability or violate any local, state, national or international law;
• use or attempt to use another's account, service or system without authorization from Visa, or create a false identity on the VBN; or
• upload, post, transmit, share, store or otherwise make available content that, in Visa's sole judgment, is objectionable or which restricts or inhibits any other person from using or enjoying the VBN, or which may expose the Visa Parties (as defined below), the VBN or its users to any harm or liability of any type.

SWEEPSTAKES AND CONTESTS

Any sweepstakes, contests, games and/or promotional offers accessible on the VBN are governed by specific rules and/or terms and conditions (which are hereby incorporated into this Agreement by reference). By entering such sweepstakes or contests or participating in such games or promotional offers, you will become subject to those rules and/or terms and conditions. We urge you to read the applicable rules and/or or terms and conditions, which are linked from the particular activity. To the extent there is a conflict between the rules and/or terms and conditions of any sweepstakes, contest, game or promotional offer and these Terms of Use, the rules and/or terms and conditions of such sweepstakes, contest, game or promotional offer shall govern solely to the extent of such conflict.

REFERRAL OPPORTUNITIES

We may offer from time to time referral programs that permit you to submit information about other persons or businesses (each, a "Referred Person"), including, without limitation, Facebook user ID, email addresses, wireless telephone numbers, names, street addresses and other contact information so they may receive information and/or promotional offers concerning the VBN and its features. We will use and store any such information that we collect from you about a Referred Person only to the extent necessary to carry out your request, and we will not use any such information for any other purpose unless the Referred Person consents to the use for such other purpose. You may only refer persons with whom you have a personal relationship. You must have obtained the consent of the Referred Person prior to providing us with his or her contact information. We reserve the right to limit the number of Referred Persons you can submit. We reserve the right to limit the number of transmissions to any particular Referred Person from time to time. You may not withdraw the contact information you provide for a Referred Person once it has been submitted. A Referred Person must be a permanent, legal resident of the 50 United States or the District of Columbia, who is of legal age of majority in their jurisdiction of residence (and at least 18 years of age, or such other age designated on the sign-up page) and be able to register for the features offered on the VBN and otherwise use the VBN. We reserve the right to add additional restrictions on who may be referred. The contact information for a Referred Person must be valid and functioning in order for us to contact him or her about the VBN or its features. We will not be responsible for validating the contact information you provide. We may elect NOT to communicate with any Referred Person and/or email address if he or she appears to be on any of our "do not contact" or "do not email" lists. In addition, we reserve the right to reject the participation of any Referred Person if (a) the contact information provided by you is incorrect or not valid, (b) such individual has violated any provision of these Terms of Use, or (c) we determine in our sole discretion that the participation of such individual might be harmful to us, the VBN, any service or feature, or any third party for any reason; or for any other reason as determined in our discretion. We specifically disclaim any liability for exercising such right.

We may, at our discretion, send you a confirmation using any means available through the VBN, including email, text and other forms of messaging, to inform you that the Referred Person has registered for the VBN or a particular feature. If we send the confirmation to you via the carrier service with which you have a mobile communications subscription or otherwise have access, you understand you will pay any service fees associated with any such access (including text messaging charges for messages to your mobile device). If you misuse any referral program or otherwise engage in improper behavior with respect to a referral program, as we determine in our sole discretion, we reserve the right to deny you further access to the VBN. We may from time to time offer incentives or rewards in connection with a referral program, and any such incentive or reward programs shall be subject to additional terms and conditions that shall be posted at the time such programs become available and shall be deemed incorporated into, and subject to, these Terms of Use. We reserve the right, in our sole discretion, to suspend, temporarily or permanently, or cease to provide any and all referral programs without notice, reason or liability.

If you are using the VBN to communicate to a Referred Person (or any third party), you agree not to use the VBN to harm the Referred Person or any other third party, and/or use the VBN in violation of any applicable laws, rules or regulations or Terms of Use.

DISCLAIMERS

YOUR USE OF THE VBN , INCLUDING ANY CONTENT AND/OR ANY USER SUBMISSION IS AT YOUR SOLE RISK. THE VBN IS PROVIDED ON AN "AS IS" AND "AS AVAILABLE" BASIS, AND WE DO NOT WARRANT THAT THE VBN AND THE CONTENT AVAILABLE AT OR THROUGH THE VBN ARE FREE OF ERRORS, PROBLEMS, VIRUSES OR OTHER HARMFUL COMPONENTS. TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, WE EXPRESSLY DISCLAIM ALL WARRANTIES OF ANY KIND, WHETHER EXPRESS OR IMPLIED, STATUTORY, OR OTHERWISE, INCLUDING, BUT NOT LIMITED TO THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT.

WE MAKE NO WARRANTY THAT: (i) THE VBN WILL MEET YOUR REQUIREMENTS; (ii) THE VBN OR THE SERVERS THAT MAKE THE VBN AVAILABLE WILL BE UNINTERRUPTED, TIMELY, SECURE, ERROR-FREE, OR FREE FROM VIRUSES OR OTHER HARMFUL COMPONENTS; (iii) THE CONTENT (INCLUDING USER SUBMISSIONS) THAT MAY BE OBTAINED FROM THE USE OF THE VBN WILL BE ACCURATE, USEFUL OR RELIABLE; (iv) THE QUALITY OF ANY CONTENT AVAILABLE THROUGH THE VBN WILL MEET YOUR EXPECTATIONS; (v) TRANSMISSIONS WILL BE COMPLETED OR SECURE; (vi) DATA WILL BE KEPT SECURE; AND (vii) ANY DEFECTS OR ERRORS OF THE VBN WILL BE CORRECTED.

VISA DOES NOT PRE-SCREEN OR APPROVE VBN USERS' PERSONAL/PROFILE PAGES ("PAGE(S)"), AND CANNOT GUARANTEE THAT A PAGE WAS ACTUALLY CREATED AND IS BEING OPERATED BY THE ENTITY/INDIVIDUAL INDICATED ON THE PAGE OR THE OPERATOR OF THE FACEBOOK PROFILE REFERRED TO ON THE PAGE.

VISA CANNOT CONTROL THE ACTIONS OF OTHER USERS WITH WHOM YOU MAY CHOOSE TO SHARE YOUR PAGE OR INFORMATION. THUS, WE CANNOT AND DO NOT GUARANTEE THAT USER SUBMISSIONS WILL NOT BE VIEWED BY UNAUTHORIZED PERSONS OR USED FOR IMPROPER PURPOSES. VISA IS NOT RESPONSIBLE FOR ANY CIRCUMVENTION OF PRIVACY SETTINGS OR SECURITY MEASURES CONTAINED ON THE VBN. YOU ACKNOWLEDGE AND UNDERSTAND THAT, EVEN AFTER REMOVAL, COPIES OF USER SUBMISSIONS MAY REMAIN VIEWABLE IN CACHED OR ARCHIVED PAGES OR IF OTHER USERS HAVE COPIED OR STORED YOUR USER SUBMISSION.

VISA DOES NOT CONTROL FACEBOOK AND YOUR USE OF FACEBOOK IS AT YOUR OWN RISK. VISA EXPRESSLY DISCLAIMS AND IS NOT RESPONSIBLE FOR ANY ACTIONS OR INACTIONS OF FACEBOOK, OR FOR ANY LOSS OR DAMAGE OF ANY KIND ARISING OUT OF YOUR USE OF OR INABILITY TO USE FACEBOOK.

ANY TRANSACTION DISCUSSED, PROPOSED OR ENTERED INTO THROUGH THE VBN IS AT YOUR OWN RISK. VISA EXPRESSLY DISCLAIMS AND IS NOT RESPONSIBLE FOR ANY ACTIONS TAKEN IN CONNECTION WITH ANY SUCH TRANSACTION, OR FOR ANY LOSS OR DAMAGE OF ANY KIND ARISING OUT OF ANY SUCH TRANSACTION.

ANY CONTENT DOWNLOADED OR OTHERWISE OBTAINED THROUGH YOUR USE OF THE VBN IS DONE AT YOUR OWN DISCRETION AND RISK AND YOU WILL BE SOLELY RESPONSIBLE FOR ANY DAMAGE TO YOUR COMPUTER SYSTEM OR LOSS OF DATA THAT RESULTS FROM THE DOWNLOAD OF ANY SUCH CONTENT.

NO ADVICE OR INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED BY YOU FROM US OR FROM THE VBN SHALL CREATE ANY WARRANTY NOT EXPRESSLY STATED IN THESE TERMS OF USE.

LIMITATIONS OF LIABILITY

VISA IS NOT RESPONSIBLE OR LIABLE IN ANY MANNER FOR ANY VISA CONTENT OR USER SUBMISSION POSTED ON OR AVAILABLE THROUGH THE VBN, WHETHER POSTED OR CAUSED BY USERS OF THE VBN, BY VISA, BY FACEBOOK, BY THIRD PARTIES, OR BY ANY EQUIPMENT OR PROGRAMMING ASSOCIATED WITH OR UTILIZED IN THE VBN. WITHOUT LIMITATION THEREOF, VISA DOES NOT CONTROL AND IS NOT RESPONSIBLE FOR WHAT USERS POST, TRANSMIT, OR SHARE ON THE VBN AND ARE NOT RESPONSIBLE FOR OFFENSIVE, OBSCENE, UNLAWFUL OR OTHERWISE OBJECTIONABLE CONTENT THAT MAY APPEAR ON THE VBN. VISA IS NOT RESPONSIBLE FOR THE CONDUCT, WHETHER ONLINE OR OFFLINE, OF ANY USER OF THE VBN.

YOU EXPRESSLY UNDERSTAND AND AGREE THAT, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, THE VISA PARTIES SHALL NOT BE LIABLE FOR ANY DIRECT, INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL OR EXEMPLARY DAMAGES, INCLUDING BUT NOT LIMITED TO, DAMAGES FOR LOSS OF PROFITS, GOODWILL, USE, DATA OR OTHER INTANGIBLE LOSSES (EVEN IF WE OR A VISA PARTY HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES), RESULTING FROM OR ARISING OUT OF: (i) THE DOWNLOADING OR INSTALLATION OF THE VBN WEBSITE OR THE VBN FACEBOOK APPLICATION; (ii) THE USE OR THE INABILITY TO USE THE VBN; (iii) THE VISA CONTENT, OR ANY SERVICE PROGRAM OFFERED ON OR THROUGH THE VBN; (iv) VISA'S, FACEBOOK'S OR THEIR DESIGNEES', OR ANY THIRD PARTY'S USE OF ANY USER SUBMISSIONS POSTED BY YOU OR INFORMATION PROVIDED BY YOU; (v) YOUR USE OF ANY USER SUBMISSION OR CONTENT ACCESSED BY YOU OR UNDER YOUR ACCOUNT; (vi) UNAUTHORIZED ACCESS TO YOUR ACCOUNT OR ALTERATION OF YOUR TRANSMISSIONS OR DATA BY ANY PARTY; (vii) STATEMENTS OR CONDUCT OF ANY THIRD PARTY ON OR IN CONNECTION WITH THE VBN; (viii) ANY THIRD PARTY WEBSITE, SERVICE, RESOURCE OR CONTENT AVAILABLE THROUGH THE VBN; OR (ix) ANY OTHER MATTER RELATING TO THE VISA PARTIES.

IF DESPITE THE LIMITATION ABOVE, WE ARE FOUND LIABLE FOR ANY LOSS OR DAMAGE WHICH ARISES OUT OF OR IS IN ANY WAY CONNECTED WITH ANY OF THE OCCURRENCES DESCRIBED IN THE LIMITATIONS OF LIABILITY ABOVE, THEN OUR TOTAL AGGREGATE LIABILITY WILL IN NO EVENT EXCEED, IN TOTAL, THE SUM OF U.S. $100. SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF CERTAIN WARRANTIES OR THE LIMITATION OR EXCLUSION OF LIABILITY FOR INCIDENTAL OR CONSEQUENTIAL DAMAGES. ACCORDINGLY, SOME OF THE ABOVE LIMITATIONS MAY NOT APPLY TO YOU. ANY SUCH AGREEMENTS, REPRESENTATIONS AND WARRANTIES ARE MADE ON YOUR AND YOUR BUSINESS' BEHALF, FOR WHICH YOU REPRESENT YOU ARE AUTHORIZED TO CONTRACT.

THIRD PARTY WEBSITES, RESOURCES AND SERVICES

You acknowledge that we may provide, or third parties may provide, links to other Facebook pages or applications, third party websites, resources and services. Moreover, you acknowledge that other Facebook pages or applications, third party websites, resources and services may contain information and content related to the VBN. You acknowledge and agree that we are not responsible for the availability of such Facebook pages or applications, third party websites, resources and services, and do not endorse and are not responsible or liable for any information, content, advertising, products, services or other materials on or available through such Facebook pages or applications, websites, resources and services. You further acknowledge and agree that we shall not be responsible or liable, directly or indirectly, for any damage or loss caused or alleged to be caused by or in connection with use of or reliance on any such information, content, products, services or other materials on or available through any such Facebook pages or applications, website, resource or service.

INDEMNIFICATION

You agree to indemnify and hold us, our affiliated entities, and each of our respective officers, directors, employees, representatives, licensors, vendors and agents (collectively, the "Visa Parties") harmless from any claim, demand, loss, liability or damages (including reasonable attorneys' fees and costs) arising out of your use of the VBN, any content, including, without limitation, Visa Content, your participation in any service or program offered on or through the VBN, your breach or alleged breach of these Terms of Use, any User Submission posted by you, or your alleged violation of the rights of any third party (including, without limitation, claims of defamation, invasion of privacy, right of publicity, breach of confidence, infringement of copyright, trademark, patent, or any other intellectual property right). We reserve the right to exclusively defend and control any claims arising from the above and any such indemnification matters and that you will fully cooperate with us in any such defenses.

TERMINATION

We reserve the right to terminate these Terms of Use and/or your access to the VBN immediately for any or no reason, without notice or any liability to you, including, without limitation, if we believe that you are in breach or have breached any provision of these Terms of Use or the Code of Conduct. Any such termination will be without prejudice to any other rights that we may have against you arising from these Terms of Use. We may also discontinue availability of the VBN as a whole or any portion therein at any time. Sections with respect to Ownership, User Submissions, Disclaimers, Limitations of Liability, Indemnification, Termination, Copyright Agent, General, Arbitration, and any other provisions that by their nature should survive termination shall survive any termination of these Terms of Use.

COPYRIGHT NOTICES

The Digital Millennium Copyright Act of 1998 (the "DMCA") provides recourse for copyright owners who believe that material appearing on the Internet infringes their rights under U.S. copyright law. If you believe that your work has been copied and posted on the VBN in a way that constitutes copyright infringement, please provide our copyright agent with the following information: (i) an electronic or physical signature of the copyright owner or of the person authorized to act on behalf of the owner of the copyright interest; (ii) a description of the copyrighted work that you claim has been infringed; (iii) a description of where the material that you claim is infringing is located on the VBN; (iv) your address, telephone number, and email address; (v) a written statement by you that you have a good faith belief that the disputed use is not authorized by the copyright owner, its agent or the law; and (vi) a statement by you, made under penalty of perjury, that the above information in your notice is accurate and that you are the copyright owner or authorized to act on the copyright owner's behalf. Any notification by a copyright owner or a person authorized to act on its behalf that fails to comply with requirements of the DMCA shall not be considered sufficient notice and shall not be deemed to confer upon us actual knowledge of facts or circumstances from which infringing material or acts are evident. Our copyright agent for notice of claims of copyright infringement can be reached as follows:

Visa Inc.
8910 S. Ridgeline Blvd.
Highlands Ranch, CO 80129
Attn: DMCA Complaints
Fax: 303.389.7113
E-mail: copyright@visa.com

We suggest that you consult your legal advisor before filing a notice with our copyright agent. You should note that there may be penalties for false claims under the DMCA.

We may, in appropriate circumstances and in our sole discretion, terminate the accounts of users who may be repeat infringers or otherwise prohibit such users from accessing the VBN.

INTERNATIONAL USE

Recognizing the global nature of the Internet, you agree to comply with all applicable local rules and regulations regarding your online conduct. The VBN is controlled and operated by our service provider from its offices within the United States. We make no representation that the content available at or through the VBN, or any other program or service offered on or through the VBN is appropriate or available for use in other locations, and access to them from territories where the content may be illegal is prohibited. Those who choose to access the VBN from other locations do so at their own initiative and risk. By using the VBN, you expressly agree that any data you may submit will be collected and stored in servers located within the United States.

GENERAL

These Terms of Use and the documents and policies incorporated herein by explicit reference, constitute the entire agreement between you and us with respect to the VBN and govern your use of the VBN, superseding any prior agreements between you and us. A printed version of these Terms of Use and of any notice given in electronic form shall be admissible in judicial or administrative proceedings based upon or relating to these Terms of Use to the same extent and subject to the same conditions as other business documents and records originally generated and maintained in printed form. Your acceptance of these Terms of Use and use of the VBN do not create a joint venture, partnership, employment or agency relationship between you and us. You may not assign, delegate or transfer your rights or obligations under these Terms of Use and any such prohibited assignment transfer shall be null and void. You may also be subject to additional terms and conditions that may apply when you use affiliated services, third-party content or third-party software. These Terms of Use and the relationship between you and us shall be governed by the laws of the State of California without regard to its conflict of law provisions. You agree to submit to the personal and exclusive jurisdiction of the state and federal courts located within the County of San Francisco, California. Our failure to exercise or enforce any right or provision of these Terms of Use shall not constitute a waiver of such right or provision. If any provision of these Terms of Use is found by a court of competent jurisdiction to be invalid, the parties nevertheless agree that the court should endeavor to give effect to the parties' intentions as reflected in the provision, and the other provisions of these Terms of Use shall remain in full force and effect. You agree that regardless of any statute or law to the contrary, any claim or cause of action arising out of or related to your use of the VBN or these Terms of Use must be filed within one (1) year after such claim or cause of action arose or be forever barred.

ARBITRATION

You agree that the sole and exclusive forum and remedy for any and all disputes and claims relating in any way to or arising out of your use of the VBN shall be final and binding arbitration, except that: (a) to the extent that you have in any manner infringed upon or violated or threatened to infringe upon or violate the any party's patent, copyright, trademark, trade secret, privacy or publicity rights, or you have otherwise violated any of these Terms of Use or the Code of Conduct, in which case the parties acknowledge that arbitration is not an adequate remedy at law and that injunctive or other appropriate relief may be sought.

Arbitration under this Agreement shall be conducted by the American Arbitration Association (the "AAA") under its Commercial Arbitration Rules (the "AAA Rules"). You can click on the highlighted term to link to information regarding arbitration costs and rules. The arbitrator's award shall be binding and may be entered as a judgment in any court of competent jurisdiction.

To the fullest extent permitted by applicable law, NO ARBITRATION OR CLAIM UNDER THESE TERMS OF USE SHALL BE JOINED TO ANY OTHER ARBITRATION OR CLAIM, INCLUDING ANY ARBITRATION OR CLAIM INVOLVING ANY OTHER CURRENT OR FORMER USER OF THE VBN, AND NO CLASS ARBITRATION PROCEEDINGS SHALL BE PERMITTED. In no event shall any claim, action or proceeding by you related in any way to the VBN (including your visit to or use of the VBN) be instituted more than three (3) years after the cause of action arose.

MODIFICATION OF TERMS OF USE

We reserve the right to modify these Terms of Use at any time and in our sole discretion by posting a change notice or new Terms of Use on the VBN. IF THE MODIFICATION IS UNACCEPTABLE TO YOU, YOUR ONLY RECOURSE IS TO CEASE USING OR ACCESSING THE VISA BUSINESS NETWORK.