J/Secure Integration Test Terms and
Article 1. Definitions
The following terms, as used herein, have the following meanings:
e-commerce protocol that enables the secure processing of payment card
transactions in remote environments.
for "Access Control Server", meaning a server that exists in the issuer
domain and performs payer authentication.
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.
issued by JCB to Vendor to recognize that the ACS/MPI that has been submitted
for the J/Secure Compliance Test complies with J/SecureTM
"J/Secure Compliance Test(s)"
conducted by Vendor for the evaluation by JCB to confirm Vendor product is
compliant with J/SecureTM 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
"Intellectual Property Rights"
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
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.
Ltd., a corporation organized and existing under the laws of Japan and having
its principal office at 5-1-22, Minami Aoyama, Minato-ku,
JCB, its subsidiaries, affiliates, related companies, agents,
representatives, contractors, and each of their respective officers and
authentication service based on 3-D Secure.
designated by JCB as a brand manager, and other technical information and
materials related thereto provided by JCB, pursuant to the J/SecureTM Specifications License Agreement that
has been executed between Vendor/Issuer/Merchant and JCB.
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.
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.
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/SecureTM on behalf of a merchant.
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.
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.
messages recorded in JSTAT as the results of conducting J/Secure Integration
scenarios defining (i) XML messages sent from/to
JSTAT, and (ii) expected values for validating XML messages sent from ACS/MPI
in tested environment.
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
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,
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
Article 3. Purpose of J/Secure Integration
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)
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.
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
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
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:
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.
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.
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
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.
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:
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;
(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
Article 10. Confidentiality
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
orally with notice of such confidentiality and subsequently designated as
confidential in writing within fourteen (14) days of such disclosure by the
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
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;
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;
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
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
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