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J/Secure Compliance Test Terms and
Conditions Article 1. Definitions The following terms, as used herein, have the following meanings:
Article 2. Purpose of this J/Secure Compliance
Test Terms and Conditions 2.1 The Purpose of this J/Secure Compliance Test Terms and Conditions (this “Terms
and Conditions”) is to set forth the terms and conditions of J/Secure
Compliance Test(s) and Compliance Letter(s) for the ACS/MPI developed by
Vendor. JCB reserves the right to amend,
alter or supplement this Terms and Conditions from time to time. When this Terms and Conditions is amended,
altered, supplemented or revised and distributed, Vendors shall adhere to, and
comply with the entire contents of such amended, altered, supplemented
version(s). 2.2 The procedures and details with respect to (i)
Vendor’s conduct of the J/Secure Compliance Test(s); and (ii) JCB’s grant/refusal of issuance of Compliance Letter(s),
shall be in accordance with the terms and conditions of this Terms and
Conditions (as amended from time to time) and the Requirements. Article 3. Purpose of J/Secure Compliance Test The purpose of J/Secure Compliance Test is to test whether the ACS/MPI
developed by Vendor is compliant with J/Secure™
Specification. Article 4. J/Secure Compliance Test(s)
Procedures 4.1 The following conditions are prerequisite
for J/Secure Compliance Test(s): (i) Vendor shall cause ACS/MPI to have been
recognized compliant to the 3-D Secure
protocol version 1.0.2 by Visa (the “Visa Recognition(s)”); (ii) Vendor
shall apply for the J/Secure Compliance Test with all information submitted for
the application being true and correct; and (iii) Vendor
shall receive approval from JCB to conduct J/Secure Compliance Test. 4.2 By using JSTAT, Vendor shall conduct J/Secure Compliance Test(s) on ACS/MPI
that it wishes to obtain Compliance Letter(s) in accordance with this Terms and
Conditions and the Requirements. 4.3 Vendor shall submit material that is required for the J/Secure Compliance Test(s)
in accordance with the Requirements. 4.4 JCB Party may require Vendor to cease conduct of the J/Secure Compliance Test
even after Vendor has started to conduct the J/Secure Compliance Test, in the
event Vendor breaches any of this Terms and Conditions (including prerequisites provided in Article 4.1)
or at any time JCB considers necessary. Article 5. JSTAT and Test Information 5.1 JCB shall permit Vendor to use JSTAT (by authenticating itself with its key
identification (“Tester ID”) and its specific password (“Password”) supplied to
JCB Party during the application) and Test Information for the limited purpose
of conducting the J/Secure Compliance Test(s) and for the limited period
determined by JCB. 5.2
Vendor shall not conduct the Test Scripts
other than as determined by JCB. 5.3 Vendor acknowledges and agrees that JCB Party shall not warrant or purport to
warrant, nor provide any guarantee with regards to JSTAT nor Test Information
including the structuring, quality or function thereof. 5.4 If JSTAT is damaged, destroyed or invalidated resulting from J/Secure
Compliance Test conducted by Vendor, Vendor shall indemnify JCB accordingly. 5.5 When Vendor completes the conduct of the relevant J/Secure Compliance Test or
when JCB Party requires Vendor to cease the conduct of the J/Secure Compliance
Test as provided in Article 4.4, Vendor shall immediately stop the use of JSTAT
and Test Information. 5.6 JCB may stop the operation of JSTAT due to disaster, maintenance, or at
anytime JCB considers it necessary.
Vendor acknowledges and agrees that JCB shall not be liable for any
damages that may be caused by the stopping of the operation of JSTAT. 5.7 Vendor shall not perform stress tests using JSTAT. 5.8 Vendor shall be responsible for managing Tester ID and Password, and the Vendor
shall not disclose the Tester ID or Password to any third party. Article 6. Issuance of Compliance Letter and
JCB Root Certificate(s) 6.1 If JCB determines that, by analyzing and evaluating the results of the
J/Secure Compliance Test(s), the ACS/MPI which Vendor has submitted for
J/Secure Compliance Test complies with the standards established by JCB, JCB
shall issue Compliance Letter(s) that recognize that the relevant ACS/MPI
complies with J/Secure Specification. Compliance Letter(s) shall be valid only
for ACS/MPI that is identical to the one submitted for J/Secure Compliance
Test(s). 6.2 JCB shall provide
Vendor with JCB Root Certificate(s) for the ACS/MPI for which Compliance
Letter(s) has been issued to Vendor and Vendor agrees that such JCB Root
Certificate(s) can only be provided to its customer who purchased, rented,
leased or transferred the ACS/MPI for which the Compliance Letter(s) has been
issued. Article 7. Rights and Obligations of Vendor 7.1 Upon receipt of the Compliance Letter(s) from JCB provided for in Article 6,
Vendor shall acquire the right to perform the following acts in accordance with
the terms and conditions specified in this Terms and Conditions, the
Requirements and the Compliance Letter(s): (i) Publicly announce that the ACS/MPI for which
Compliance Letter(s) has been issued is in compliance with J/SecureTM Specification and use JCB’s logo, trademark or trade name for the limited purpose
of such announcement stipulated in this paragraph 7.1(i);
(ii) Sell,
rent, lease or transfer the ACS/MPI that is identical to the one for which
Compliance Letter(s) has been issued to a third party for the purpose of making
J/Secure transactions; and (iii) Provide the relevant JCB Root Certificate(s)
only for customers who buy, rent or lease the ACS/MPI or customers to whom the
ACS/MPI are transferred pursuant to the previous paragraph 7.1(ii), provided
that Vendor shall keep a complete and accurate record of information that will
identify customers who receive JCB Root Certificate(s) including their names
and contacts, and provide JCB Party with these information at any time as
requested by JCB Party. 7.2 If Vendor revises,
modifies or otherwise changes the ACS/MPI for which Vendor has received the
Compliance Letter(s), Vendor shall inquire whether retesting is required by
VISA and take 3-D Secure Compliance Testing to receive VISA Recognition if
retesting is required by VISA, prior to the report to JCB. Then Vendor shall submit a prescribed report
form in accordance with the Requirements.
When JCB requires retesting, Vendor shall apply for J/Secure Compliance
Test again. 7.3 JCB shall have the right to change the terms and conditions of the J/Secure
Compliance Test(s) or issuance of Compliance Letter(s) at its discretion. Vendor shall retest ACS/MPI in accordance
with the changed terms and conditions without delay upon demand by JCB. 7.4 If JCB notifies
Vendor that Vendor is required to retest, the relevant Compliance Letter(s) shall
cease to be valid unless otherwise approved by JCB in writing. 7.5 If Visa
Recognition(s) ceases to be valid after Vendor applies for J/Secure Compliance
Test, Vendor shall immediately notify JCB thereof. 7.6 If there are any
changes in the information described in the Application Form, Vendor shall
submit a prescribed change request form to JCB in accordance with the
Requirements. Article 8. Fee 8.1
Vendor shall pay to JCB an amount specified by the
Requirements as the fee for the J/Secure Compliance Test(s) for each ACS/MPI to
be tested by transferring to an account of a financial institution designated
by JCB on or before the last day of the month following the date on which JCB
notifies Vendor of the results of the analysis and evaluation of the J/Secure
Compliance Test(s). Vendor shall bear
the expenses required for such transfer and other expenses required for
payment, such as consumption tax. 8.2
The fee provided for in Article 8.1 shall not, for any reason, include the fee
or expenses arising from any additional J/Secure Compliance Test, which is
necessary and required if the ACS/MPI fails the J/Secure Compliance Test. If JCB determines that the additional
J/Secure Compliance Test is necessary, Vendor shall pay to JCB the fee and
expenses for such test under the same terms and conditions as those provided
for in Article 8.1 in an amount to be separately determined by JCB. 8.3
The fee provided for in Article 8.1 shall not include the fee or expenses that
arise if JCB determines that retest is necessary as provided for in Article 7.2
or 7.3. If JCB determines that the
retest is necessary, Vendor shall pay to JCB the fee and expenses for the
retest under the same terms and conditions as those provided for in Article 8.1
in an amount to be separately determined by JCB. 8.4
JCB shall not, for any reason, be required to refund any fee or expenses
received from Vendor provided for in Article 8.1 through 8.3. Article 9. No Warranty or Guarantee by JCB
Party 9.1 Even if Vendor has obtained Compliance Letter(s) for ACS/MPI, Vendor
acknowledges and agrees that JCB Party shall not warrant or purport to warrant,
nor provide any guarantee with regards to such ACS/MPI, including that: (i) Any of
Vendor’s products other than ACS/MPI which is identical to the one Vendor has
submitted for J/Secure Compliance Test(s) and for which Compliance Letter(s)
has been issued; (ii) ACS/MPI has functionality,
quality, performance, merchantability or fitness for the purposes of payer
authentication contemplated by J/Secure or other version of payer
authentications; and/or (iii) ACS/MPI which Vendor has
submitted for J/Secure Compliance Test(s) and for which Compliance Letter(s)
has been issued or J/Secure is not infringing any Intellectual Property Rights or other rights of Vendor or a third
party. 9.2 Vendor
shall not, expressly or impliedly, represent, warrant or guarantee to any third
parties, that any of JCB Party warranted or purported to warrant, or provided
any guarantee, as stipulated in Article 9.1 above. 9.3 Vendor
acknowledge that JCB Party shall completely and absolutely rely on Vendor’s
Tester ID and Password for Vendor’s identification for the J/Secure Compliance
Test(s), and that JCB Party shall not be held liable to Vendor nor any third
party for the misuse, infringement or any unlawful use of the said Tester ID
and/or Password of Vendor. Article 10. Liability for ACS/MPI 10.1 Vendor shall be wholly liable for ACS/MPI
that has been recognized compliant with J/SecureTM
Specification by JCB with the Compliance Letter(s) and JCB Party shall never be
liable for such ACS/MPI and any claim whatsoever against Vendor, its officers,
employees, customers, business partners, or any third parties made by any
customers, business partners, or any third parties, irrespective of the reasons
therefore. 10.2 Vendor agrees to indemnify and hold
harmless JCB Party in respect of all damages including claims, demands, losses,
liabilities or expenses whatsoever suffered or incurred by it respectively
arising out of or in connection with ACS/MPI, the J/Secure Compliance Test, the
Compliance Letter, this Terms and Conditions and any matters related thereto. Article 11. Damages 11.1 JCB Party’s liability to Vendor shall be limited to damages for its failure to
perform its obligations stipulated by this Terms and Conditions up to the
relevant fee Vendor paid to JCB for the relevant J/Secure Compliance Test in
accordance with Article 8. 11.2 JCB Party’s liability for damages set forth in Article 11.1 shall not include
any of following damages: (i) Any
consequential damages, including but not limited to, loss of business, revenue,
goodwill, anticipated savings; (ii) Any damages due to acts of God
or other force majeure; (iii) Any damages due to reasons
attributable to Vendor, its officers, employees or affiliates thereto; nor (iv) Any direct nor indirect damages
to Vendor, its officers, employees, customers, business partners, or any third
parties with regard to use or result of use of JSTAT or Test Information. 11.3 Except as set forth in
Articles 11.1 and 11.2, JCB Party shall not, in any event, be liable for any
damages to Vendor with respect to Compliance Test(s), issuance of Compliance
Letter(s) by JCB or any other related matters thereto. Article 12. Intellectual Property Rights 12.1 Except for Vendor’s right to use of JCB’s logo,
trademark or trade name pursuant to paragraph 7.1(i),
Vendor shall not use JCB Program Marks and/or any JCB Intellectual Property
Rights. If the Compliance Letter(s)
received by Vendor is terminated, Vendor’s right to use JCB’s
logo, trademark or trade name pursuant to Articles 7.1 shall cease to be valid. 12.2 When JCB issues Compliance Letter(s) to Vendor, JCB Party shall be entitled to
use Vendor’s logo, trademark or trade name, and to announce Vendor’s name, name
of ACS/MPI, or other related information determined by JCB Party in a way
determined by JCB Party including but not limited to displaying these
information on website(s). If all of the
Compliance Letter(s) received by Vendor is terminated, JCB Party’s right to use
Vendor’s logo, trademark or trade name based on this Article 12.2 shall cease
to be valid. 12.3 When JCB issues Compliance Letter(s) to Vendor, JCB Party shall be entitled to
use Test Logs to conduct test(s) to ascertain the interoperability of other
Vendor’s ACS/MPI against the Vendor’s ACS/MPI.
If the Compliance Letter received by Vendor is terminated, JCB Party’s
right to use Test Logs based on this Article 12.3 shall cease to be valid. Article 13. Confidentiality 13.1
Confidential Information hereunder means any information that is: (i) Designated as confidential by the disclosing
party (hereinafter the “Disclosing Party”, whereby if JCB Party discloses any
information, JCB Party shall be deemed as the Disclosing Party with respect to
that information) and disclosed in a tangible form (including electronic media
such as e-mail, magnetic media and website) such as technical data, drawings,
or other related documents; or (ii) Disclosed
orally with notice of such confidentiality and subsequently designated as
confidential in writing within fourteen (14) days of such disclosure by the
Disclosing Party. 13.2 In connection with Article 13.1, the
following items are deemed to be the Confidential Information that is disclosed
by JCB Party to Vendor, and Vendor shall comply with and be subject to all the
obligations of Article 13: (i) Any information posted on JSTAT, including
but not limited to, Test Scripts, and Test Information; and (ii) Any
information displayed on JSTAT as the result of the testing of ACS/MPI,
including but not limited to, Test Results and Test Logs. 13.3 Neither party shall disclose or divulge to
any third party confidential information without the prior written consent of
the Disclosing Party. Provided, however,
that this provision shall not apply to any of the following cases: (i) Such information is already available to the
public at the point when the other party (hereinafter the “Receiving Party”,
whereby if JCB Party receives any Confidential Information, that JCB Party
shall be deemed as the Receiving Party with respect to that information) receives
such information from the Disclosing Party; (ii) Such
information becomes available to the public after the Receiving Party receives
such information from the Disclosing Party, due to a reason not attributable to
the Receiving Party; (iii) The
Receiving Party have already had such information when it received such
information from the Disclosing Party; or (iv) The Receiving Party comes to know such
information from a duly authorized third party under no obligation of
confidentiality. 13.4 Both parties shall manage the
confidential information with the due care of a good manager to comply with the
obligation of confidentiality set forth in this Article 13. 13.5 Both parties may disclose the
confidential information only to their officers and employees who need to know
such confidential information, and shall impose the obligation of
confidentiality set out herein on such officers and employees. 13.6 Both parties shall take measures to
ensure any of their officers and employees to whom confidential information has
been disclosed maintain the obligation of confidentiality set out herein even
after their retirement. 13.7 Neither party may duplicate the
confidential information without the written consent of the other party. If either party duplicates the confidential
information pursuant to this Article 13.7, such party shall indicate the
copyright to such confidential information on such duplicates. 13.8 Both parties shall immediately return
or dispose of the confidential information and any duplicates thereof when the
other party so demands. If a party
disposes of such information and duplicates, such party shall notify the other
party thereof. Article 14. Termination of Compliance Letter(s) 14.1 Upon giving notice
to Vendor, JCB may terminate any or all of the Compliance Letter(s) issued to
Vendor upon any breach of this Terms and Conditions or the Requirements. 14.2 If any of the
Visa Recognition(s) ceases to be valid, Vendor shall immediately notify JCB
thereof and any Compliance Letter(s) shall automatically cease to be valid. 14.3 If ACS/MPI,
for which a Compliance Letter has been issued, is revised, modified or
otherwise changed and JCB notifies the Vendor that retesting is required, the relevant
Compliance Letter(s) shall cease to be valid. 14.4 If any Compliance
Letter(s) ceases to be valid, Vendor shall automatically lose the rights
provided for in Article 7.1. 14.5 If any Compliance Letter(s) ceases to be valid, Vendor shall return to JCB,
or disposes of, the Compliance Letter, pursuant to JCB’s
instruction and Vendor shall not use the relevant JCB Root Certificate(s) by
itself nor provide the same for any third party. If Vendor disposes of Compliance Letter(s)
pursuant to JCB’s instruction, immediately after
Vender completes to dispose of such Compliance Letter(s), Vendor shall notify
JCB thereof. Article 15. Governing Law and Jurisdiction This Terms and Conditions shall be governed by, and shall be interpreted in
accordance with, the laws of Article 16. Survival of Obligations The provisions
of Articles 9, 10, 11, 12, 13 and 15 shall survive and continue to be effective
upon the invalidation of any of the Compliance
Letter(s). |
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