JSTAT - Terms and Conditions

J/Secure Integration Test Terms and Conditions

Article 1. Definitions

The following terms, as used herein, have the following meanings:

"3-D Secure"	An e-commerce protocol that enables the secure processing of payment card transactions in remote environments.
"ACS"	The acronym for "Access Control Server", meaning a server that exists in the issuer domain and performs payer authentication.
"Acquirer"	An institution, which JCB authorizes to participate in the JCB program and to which JCB grants a license to enter into a merchant agreement with Merchants for the acceptance of JCB cards and/or provide cash advance services.
"Compliance Letter(s)"	A document issued by JCB to Vendor to recognize that the ACS/MPI that has been submitted for the J/Secure Compliance Test complies with J/Secure^TM Specification.
"J/Secure Compliance Test(s)"	A test conducted by Vendor for the evaluation by JCB to confirm Vendor product is compliant with J/Secure^TM Specification.
"J/Secure Integration Test(s)"	A test to verify that Issuer/Merchant environment in which ACS/MPI for which Compliance Letter(s) has been issued is implemented can handle J/Secure transaction correctly.
"Intellectual Property Rights"	Patents, copyrights, trademarks rights, design rights and trade secrets, and all other forms of intellectual property rights, and registrations of and application to apply for, any of the foregoing as may be exercised in any part of the world.
"Issuer"	An institution which JCB authorizes to participate in the JCB program and to which JCB grants a license to issue JCB cards or an institution which performs the role of Issuer in J/Secure scheme on behalf of Issuer, such as an ACS processor.
"JCB"	JCB Co., Ltd., a corporation organized and existing under the laws of Japan and having its principal office at 5-1-22, Minami Aoyama, Minato-ku, Tokyo, Japan.
"JCB Party"	Collectively, JCB, its subsidiaries, affiliates, related companies, agents, representatives, contractors, and each of their respective officers and employees.
"J/Secure^TM"	JCB payer authentication service based on 3-D Secure.
"J/Secure^TM Specification"	Any document designated by JCB as a brand manager, and other technical information and materials related thereto provided by JCB, pursuant to the J/Secure^TM Specifications License Agreement that has been executed between Vendor/Issuer/Merchant and JCB.
"JSTAT"	The acronym for "J/Secure Test Automation Tool", meaning a remote-access test facility, established by JCB, which provides an environment for Issuers/Merchants to test their environment.
"Merchant"	A supplier of goods and/or services who has entered into a merchant agreement with an Acquirer or an institution which performs the role of Merchant in J/Secure scheme on behalf of Merchant, such as a payment gateway.
"MPI"	The acronym for "Merchant Server Plug-In", meaning a plug-in software that exists in the acquirer domain, which incorporated into merchant’s web storefront. It provides functions related to J/Secure^TM on behalf of a merchant.
"Requirements"	Collectively, all the requirements imposed by JCB, including, test regulations and test procedures, determined and provided by JCB by any method of communication, including e-mail and website.
"Test Information"	Any data provided by JCB by any method of provision, including e-mail and website, to Issuer/Merchant for the purpose of usage in J/Secure Integration Test(s), including test procedures, test card information and merchant information.
"Test Logs"	XML messages recorded in JSTAT as the results of conducting J/Secure Integration Test.
"Test Scripts"	Test scenarios defining (i) XML messages sent from/to JSTAT, and (ii) expected values for validating XML messages sent from ACS/MPI in tested environment.
"Test Results"	Results of each Test Script to be produced after comparing XML messages sent from ACS/MPI in tested environment against the specific standards defined in the Test Scripts.
"Vendor"	A vendor of ACS/MPI who applied for the J/Secure Test Compliance Test.

Article 2. Purpose of this J/Secure Integration Test Terms and Conditions

2.1 The Purpose of this J/Secure Integration Test Terms and Conditions (this "Terms and Conditions") is to set forth the terms and conditions of J/Secure Integration Test(s) for Issuer/Merchant environment. 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, Issuers/Merchants 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 Issuer/Merchant’s conduct of the J/Secure Integration Test(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 Integration Test

The purpose of J/Secure Integration Test is to verify that the Issuer/Merchant environment in which ACS/MPI for which Compliance Letter(s) has been issued is implemented can handle J/Secure transaction correctly.

Article 4. J/Secure Integration Test(s) Procedures

4.1 The following conditions are prerequisite for J/Secure Integration Test(s):

(i) Issuer/Merchant shall implement ACS/MPI for which Compliance Letter(s) has been issued in its environment;

(ii) Issuer/Merchant shall apply for the J/Secure Integration Test with all information submitted for the application being true and correct; and

(iii) Issuer/Merchant shall receive approval from JCB to conduct J/Secure Integration Test.

4.2 By using JSTAT, Issuer/Merchant shall conduct J/Secure Integration Test(s) on its environment in accordance with this Terms and Conditions and the Requirements.

4.3 Issuer/Merchant shall submit material that is required for the J/Secure Integration Test(s) in accordance with the Requirements.

4.4 JCB Party may require Issuer/Merchant to cease conduct of the J/Secure Integration Test even after Issuer/Merchant has started to conduct the J/Secure Integration Test, in the event Issuer/Merchant 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 Issuer/Merchant 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 Integration Test(s) and for the limited period determined by JCB.

5.2 Issuer/Merchant shall not conduct the Test Scripts other than as determined by JCB.

5.3 Issuer/Merchant 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 Integration Test conducted by Issuer/Merchant, Issuer/Merchant shall indemnify JCB accordingly.

5.5 When Issuer/Merchant completes the conduct of the relevant J/Secure Integration Test or when JCB Party requires Issuer/Merchant to cease the conduct of the J/Secure Integration Test as provided in Article 4.4, Issuer/Merchant 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. Issuer/Merchant 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 Issuer/Merchant shall not perform stress tests using JSTAT.

5.8 Issuer/Merchant shall be responsible for managing Tester ID and Password, and the Issuer/Merchant shall not disclose the Tester ID or Password to any third party.

Article 6. Obligations of Issuer/Merchant

JCB shall have the right to change the terms and conditions of the J/Secure Integration Test(s) at its discretion. Issuer/Merchant shall retest its environment in accordance with the changed terms and conditions without delay upon demand by JCB.

Article7. No Warranty or Guarantee by JCB Party

7.1 Even if Issuer/Merchant has completed J/Secure Integration Test for its environment successfully, Issuer/Merchant acknowledges and agrees that JCB Party shall not warrant or purport to warrant, nor provide any guarantee with regards to such environment, including that:

(i) Issuer/Merchant environment 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

(ii) Issuer/Merchant environment is not infringing any Intellectual Property Rights or other rights of Issuer/Merchant or a third party.

7.2 Issuer/Merchant 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 7.1 above.

7.3 Issuer/Merchant acknowledge that JCB Party shall completely and absolutely rely on Issuer/Merchant's Tester ID and Password for Issuer/Merchant's identification for the J/Secure Integration Test(s), and that JCB Party shall not be held liable to Issuer/Merchant nor any third party for the misuse, infringement or any unlawful use of the said Tester ID and/or Password of Issuer/Merchant.

Article 8. Liability for Issuer/Merchant environment

8.1 Issuer/Merchant shall be wholly liable for its environment and JCB Party shall never be liable for such environment and any claim whatsoever against Issuer/Merchant, its officers, employees, customers, business partners, or any third parties, irrespective of the reasons therefore.

8.2 Issuer/Merchant 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 its environment, the J/Secure Integration Test, this Terms and Conditions and any matters related thereto..

Article 9. Damages

JCB Party shall not, in any event, be liable for any damages to Issuer/Merchant, including but not limited to:

(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 Issuer/Merchant, its officers, employees or affiliates thereto; nor

(iv) Any direct nor indirect damages to Issuer/Merchant, its officers, employees, customers, business partners, or any third parties with regard to use or result of use of JSTAT or Test Information.

Article 10. Confidentiality

10.1 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.

10.2 In connection with Article 10.1, the following items are deemed to be the Confidential Information that is disclosed by JCB Party to Issuer/Merchant, and Issuer/Merchant shall comply with and be subject to all the obligations of Article 10:

(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 Issuer/Merchant environment, including but not limited to, Test Results and Test Logs.

10.3 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.

10.4 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 10.

10.5 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.

10.6 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.

10.7 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 10.7, such party shall indicate the copyright to such confidential information on such duplicates.

10.8 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 11. Governing Law and Jurisdiction

This Terms and Conditions shall be governed by, and shall be interpreted in accordance with, the laws of Japan. With respect to any dispute or settlements relating to this Terms and Conditions or any other matter related thereto the Tokyo District Court shall have the exclusive jurisdiction as the court of first instance.