ICICI Appathon Terms and Conditions
ICICI Appathon is a virtual mobile application development programme that aims to attract developers, technology companies, start-ups, freelance technology enthusiasts and students to create the next generation of banking applications on mobile platform.
ICICI Appathon will offer the most diverse set of banking and financial services application program interface ("API") from ICICI Bank and its group companies namely ICICI Prudential Life Insurance, ICICI Lombard General Insurance and ICICI Securities. As a first, payment APIs from Visa and the Unified Payment Interface API from NPCI will also be available for the application development programme. Using these APIs, Participants will have to create innovative working prototypes of mobile applications that provides a superior customer experience.
These terms and conditions, including Definition, Programme Objective, Venue and Date, How to Participate, Eligibility Criteria, Solution Guidelines, General Terms, Judging Process, Award Recipient, Awards, Cancellation, Intellectual Property Rights, Publicity, Disclaimers, Liability and Indemnity, Personal Information Consent, Law and Further Information ("Terms") govern the Programme and are applicable to all Participants of the Programme. A PARTICIPANT CAN PARTICIPATE IN THE PROGRAMME ONLY IF THE PARTICIPANT HAS READ, UNDERSTOOD AND AGREED TO THESE TERMS AND SHALL ENSURE THAT PARTICIPANT ENTITY ALSO READS, UNDERSTAND AND AGREE TO THESE TERMS.
1.1. "Award" shall mean the award or prizes referred to on the Website.
1.2. "Programme Partner" shall mean entities identified as programme partner on the Website.
1.3. "Finalist" shall mean the Teams which have been notified by ICICI Bank as a finalist and have been invited for presentation.
1.4. "ICICI Appathon" shall mean this mobile development programme.
1.5. "ICICI Bank" shall mean ICICI Bank Limited.
1.6. "Intellectual Property Rights" or "IPRs" include (i) all rights (including intellectual property rights), title, and interest under any statute or under common law including patent rights; copyrights (including moral rights); and any similar rights in respect of Intellectual Property, anywhere in the world, whether negotiable or not; (ii) any licenses, permissions and grants in connection therewith; (iii) applications for any of the foregoing and the right to apply for them in any part of the world; (iv) right to obtain and hold appropriate registrations in Intellectual Property and, (v) all extensions and renewals thereof (vi) causes of action in the past, present or future, related thereto including the rights to damages and profits, due or accrued, arising out of past, present or future infringements or violations thereof and the right to sue for and recover the same.
1.7. "Intellectual Property" shall mean and include any right, title or interest whatsoever in, to or over any of the trademarks, patents, service marks, designs, logos, copyrights, (whether registered or unregistered), including the right to file for registration.
1.8. "IST" shall mean Indian Standard Time.
1.9."Jury" shall mean the jury of persons or entities appointed by ICICI Bank, at its sole discretion, to evaluate the Solution submitted by Teams in accordance with these Terms.
1.10."Laws" means all applicable laws, statutes, rules, regulations, ordinances, notifications, orders, guidelines and policies notified or promulgated pursuant thereto and modifications thereof in force from time to time.
1.11."MVP" shall mean minimum viable product/solution which for the purpose of the Programme shall include a mobile application and uses at least one of the APIs provided by ICICI Bank or its affiliates.
1.12."Participant Entity" shall mean the employer of the Participant or the organization with which a Participant is associated with as an employee, partner, proprietor, shareholder or director.
1.13."Participant" shall mean individuals permitted to participate in the Programme as a Team by ICICI Bank and shall include Team Representative.
1.14. "Presentation Date" shall mean the date on which Finalist shall make presentation before Jury and the date identified as Presentation Date on the Website.
1.15. "Programme" shall mean ICICI Appathon.
1.16. "Registration End Date" shall mean the date identified as last date for registration.
1.17. "Registration Form" shall mean the registration form available on the Website.
1.18. "Registration Start Date" shall mean the date identified as date for start of registration.
1.19. "Shortlist Announcement Date" shall mean the date on which ICICI Bank announces shortlisted Teams on the Website.
1.20. "Solution" shall mean the solutions, software, codes, papers, flow charts, videos, instructions and other documents submitted by each Team for the Programme as per these Terms.
1.21. "Submission End Date"shall mean the last date on which Solution can be submitted by each Team as per these Terms and instructions of ICICI Bank and as identified on the Website.
1.22. "Team Representative" shall mean the Participant who has been identified and accepted as Team representative by all members of a Team in the Registration Form.
1.23. "Team" shall mean the team formed by minimum of one and maximum of five Participant.
1.24. "Terms" shall mean these terms and conditions applicable to the Programme and shall include Definition, Programme Objective, Venue and Date, How to Participate, Eligibility Criteria, Solution Guidelines, General Terms, Judging Process, Award Recipient, Awards, Cancellation, Intellectual Property Rights, Publicity, Disclaimers, Liability and Indemnity, Personal Information Consent, Law and Further Information.
1.25. "Website" shall mean www. iciciappathon.com
1.26. "Winner" shall mean the Team/s which has been adjudged winners of the Programme by ICICI Bank, at its sole discretion. ICICI Bank may, at its sole discretion, may choose not to announce any Winner.
2. PROGRAMME'S OBJECTIVE
2.1 The objective of the Programme is to find innovative Solutions in the banking and financial services domain. If selected to participate in the Programme, any Team can choose one of the following categories to prepare Solution:
2.1.1. Retail Banking;
2.1.2. Corporate Banking; or
3. VENUE AND DATES
3.1. The Programme will take place both online and offline, based on instructions published on the Website or emailed by ICICI Bank to Participant on their registered email address, from time to time.
3.2. To participate in the Programme, each Participant shall fill in Registration Form available on the Website. Registration will open on Registration Start Date and end at 11:59 PM IST on Registration End Date. After Registration End Date, ICICI Bank will review all applications and notify selected Teams on or before 11:59 PM IST of Shortlist Announcement Date.
3.3. Once selected, all invited Teams are required to submit their Solutions and video of Solution to ICICI Bank on or before 11:59 PM IST of Submission End Date.
3.4. ICICI Bank will review all eligible Solution, and videos received and identify Finalists throughout all categories.
3.5. Once a Team is selected as Finalist, it shall be notified by way of email and/ or phone.
3.6. The Finalist will be required to present their Solution on Presentation Date as per email sent by ICICI Bank. The presentation will be held at ICICI Bank Towers, Bandra Kurla Complex, Bandra, Mumbai 400 051. Further details of the presentation will be posted on the Website and may also be communicated by email.
3.7. Any application for registration received after Registration End Date and any Solution received after Submission End Date, due to any reason whatsoever, shall be rejected and such team shall automatically stand disqualified without any notice.
4. HOW TO PARTICIPATE
4.1. Participant may register by visiting the Website.
4.2. Participant are required to elect a Team Representative among themselves and provide his / her name in the Registration Form. Each Team should have a Team Representative and once selected, Team cannot change the Team Representative. For a Team comprising of one Participant, the sole Participant shall be deemed to be Team Representative.
4.3. It is the sole responsibility of Team Representative to ensure that the Team is properly registered. ICICI Bank will not be responsible for any lost, delayed, misdirected, illegible, incomplete, damaged or undeliverable submissions, or any delay or failure to transmit, process, receive or consider submissions.
5. ELIGIBILITY CRITERIA
5.1. Subject to these Terms and Clause 5.7, any company, partnership or entity may participate in the Programme through a Participant forming a Team.
5.2. Each Team should have minimum one and maximum five Participant. One Participant cannot be member of more than one Team.
5.3. A person may not participate if she/ he is a resident or citizen of any jurisdiction where the Programme is void or to the extent it is prohibited or restricted by law.
5.4. Except as specifically approved by ICICI Bank in writing or specifically permitted under the rules of the Appathon, employees of ICICI Bank and Programme Partner are not eligible to participate in the Programme or advise any Participant. ICICI Bank shall have right to disqualify any Participant, Team or Participant Entity which does not comply with these Terms as ICICI Bank may reasonably determine in its sole discretion, without notice, including (but not limited to) any Participant or Participant Entity which tampers with or in any way corrupts the Solution / submission or voting process, or who attempts to undermine the legitimate operation of the Programme by cheating, hacking, deception, or other unfair practices, or by attempting to annoy, abuse, threaten or harass any other participants or representatives of ICICI Bank or breaches these Terms.
5.5. ICICI Bank may, without notice and at any time in its sole discretion, disqualify any Participant or Team for any reason including, but limited to not meeting the Programme's eligibility criteria, failure to comply with these Terms, attempts to disrupt or undermine the Programme or circumvent the Terms.
5.6. A person cannot participate in this Programme in the event such person is under obligation from its employer or any other entity by virtue of which they cannot agree to these Terms.
5.7. Each Participant of Finalist, shall produce a no objection certificate from their employer/ Partnership Entity in the format provided by ICICI Bank. In the event aforesaid no objection certificate is not obtained, the Finalist shall stand automatically disqualified.
6. SOLUTION GUIDELINES
6.1. The Solutions developed and submitted in connection with the Programme must meet all of the following criteria:
6.1.1. Solution should add new functionalities or improve the customer experience.
6.1.2. Solution must be a MVP.
6.1.3. Solution must not contain, depict, imply or refer (implicitly or explicitly) to any crude, vulgar, obscene, sexually explicit, violent, disparaging, discriminatory, offensive, illegal or otherwise unsuitable language, activity or other content.
6.1.4. Solution must not contain, depict or refer to any content which disparages or refers negatively to ICICI Bank, the Programme, or any other person or entity.
6.1.5. Solution must not contain, depict or refer to any content which refers to any third party or person or entity except without their approval in writing.
6.1.6. Solution must not conflict with any of ICICI Bank's core values, or otherwise be objectionable to ICICI Bank.
6.1.7. Solution must not contain any content that violates or infringes any applicable Law or any third party's rights (including privacy, publicity, personality and Intellectual Property Rights).
6.1.8. Solution must not have been submitted to any other events, program or promotion wherein the Participant(s) were required to transfer any Intellectual Property Rights with respect to the Solution to the operator or promoter of such events or program, or any third parties.
6.1.9. Solution must comply with the Terms, all other guidelines and criteria listed on Website or communicated to the Team Representative by way of email.
6.1.10. Solution must not use or refer to ICICI Bank's name or Intellectual Property or other handles of ICICI Bank.
6.1.11. It must not contain malicious code or be coded or designed in such a way that it creates an information or security risk or otherwise compromises the integrity of the Solution (or other solutions), whether on stand-alone basis or otherwise.
6.2. The Solution and any materials presented by Participant (including any videos or materials) must be in English language.
7. GENERAL TERMS
7.1. ICICI Bank shall have the right to change these Terms at any point of time without any notice to Participant and at its sole discretion.
7.2. ICICI Bank shall have the right to not declare any Winner, at its sole discretion.
7.3. All decision taken by ICICI Bank in respect to the Programme shall be final and binding. All Participant hereby agree and undertake not to contest or enquire about any such decision of ICICI Bank.
7.4. All information and data as submitted by the Participant shall be true, accurate and correct and complete.
7.5. Participant represent and warrant that she/he has the authority to bind the Participant Entity to these Terms.
7.6. Each Participant agree and undertake that the Team Representative shall make all final decisions with respect to the Team and such final decision shall be binding on each Participant of the Team.
7.7. Team or Participant are not required to make any purchase or pay any fee to register, participate or receive an Award or other recognition in the Programme, except those required by applicable Laws.
7.8. Each Participant shall bear all cost and shall be responsible for all expenses in the course of participating in the Programme, including but not limited to any cost for transportation, passports and visas, hotel accommodations, meals or beverages.
7.9. By submitting the Solution for the Programme, the Participant represent and warrant that the Solution and its contents does not infringe upon any third party copyright or any other third party Intellectual Property Rights,
7.10. Participant shall not misuse or use of any material provided under the Programme for any activity except the Programme.
7.11. Participant has read, understood and agree with the terms and conditions of Programme Partner available at www.iciciappathon.com or website of such Programme Partner or as maybe communicated to the Participant by ICICI Bank.
8. JUDGING PROCESS
8.1. ICICI Bank and the Jury will select the Shortlisted Teams, Finalists and Winners in their sole discretion.
8.2. The Solutions will be judged on various parameters including the following (without any particular order):
8.2.1. Business potential;
8.2.2. Ease of implementation;
8.3. Decisions of ICICI Bank with respect to all aspects of the judging process will be final and binding.
9. AWARD RECIPIENTS
9.1. Winner will be notified by email or phone.
9.2. In order for a Team to be declared a Winner and be eligible for an Award in the Programme, each Participant must be in compliance with, the Terms and must have been selected as such by the Jury
9.3. Participant acknowledge and understand that by attending the Programme, it may be photographed, videotaped and otherwise recorded by ICICI Bank (collectively, "Footage"). Footage will be owned by ICICI Bank. ICICI Bank has the right (but no obligation) to use, edit, adapt, post, stream,make copies of such Footage and all elements therein, in whole or in part, in any and all media now known or hereafter devised throughout the world, for the extent permitted by applicable Law, for advertising, promotional, trade and other purposes without any additional compensation, prior notification or permission. Participant confirms that it has no objection to usage of Footage of ICICI Bank, its affiliates or Programme Partners. Should ICICI Bank request the Participant to sign any affidavit or release for this purpose the Participant agree to do so.
9.4. ICICI Bank shall have the right to request for proof of identity or KYC documents as maybe required or desired by ICICI Bank
9.5. ICICI Bank may replace a winner at any time at its sole discretion for any reason, including for non-compliance with the Terms.
10.1. Winner of the Programme shall be awarded with Award as per the Website.
10.2. ICICI Bank holds out no warranty or makes no representation about the quality, usefulness, worthiness, delivery or otherwise of the goods and services or the Awards which are offered by the Programme Partner.
10.3. Participant understands and agrees that the Award are not sponsored by ICICI Bank and ICICI Bank shall not be liable in any manner whatsoever for any loss/ damage/ claim that may arise out of use or otherwise of any goods / services / awards offered to the Winner.
10.4. All claims, queries, in relation to the Award should be directed to concerned Programme Partner.
10.5. Award will also be governed by terms of Programme Partner.
10.6. Participants are solely responsible for payment of any taxes on Awards. ICICI Bank reserves the right to withhold all applicable taxes at source from all cash awards, unless a valid exemption from applicable authorities with respect to such tax withholding is provided.
10.7. ICICI Bank and the Programme Partner (as applicable), may award the following to the Participants at its sole discretion:
10.7.1. A potential contract with ICICI Bank for Teams of Participant Entity.
10.7.2. Mentorship from Programme Partner throughout the Programme or otherwise.
10.7.3. Other opportunities as permitted by Programme Partner.
10.8. Where applicable, ICICI Bank will make reasonable efforts to deliver Awards to the account number(s) provided by Participant. However, ICICI Bank shall not be liable if Awards returned to ICICI Bank due to non-delivery at the provided account number.
10.9. ICICI Bank will not be responsible for any/all awards offered by any Programme Partner and finalists acknowledge and agree they will resolve such issues solely with the Programme Partner.
10.10. The Award is non-transferable and no cash alternative is available.
No substitutions or exchange of the Award, other than what is detailed in the communication sent to the Winner shall be allowed. However, ICICI Bank and Programme Partners reserves the right to substitute and/or change the Award at its sole discretion at any point of time without any notice to Participant.
10.11. All descriptions/ images/visuals of the Awards in the communications are indicative only
10.12. All issues / queries / complaints / grievances in relation to the Award, if any, shall be addressed to the Programme Partner offering this Award directly without any reference to ICICI Bank.
10.13. The Participation Prize is sponsored by the Programme Partner and the Winner shall be bound by the terms and conditions stipulated by the Programme Partner.
11. CANCELLATION AND DISQUALIFICATION
11.1. If for any reason ICICI Bank cannot run the Programme as planned due to any event, ICICI Bank may modify, extend or suspend the Programme at its sole discretion and without any notice to Participant.
11.2. ICICI Bank shall have the right to disqualify any Participant or Winner if ICICI determines a Participant has not provided any KYC document, identity proof, address proof, other documents, affidavit or declarations required by ICICI Bank have not been submitted to satisfaction of ICICI Bank.
11.3. ICICI Bank shall have right to disqualify any Team without notice, if ICICI Bank determines in its sole and discretion that a Participant or Solution does not comply with the Terms.
12. INTELLECTUAL PROPERTY RIGHTS
12.1. Participant agrees and understands that this is a public Programme and that the Solution and any ideas or concepts related to the Solution or part thereof shall be freely available to public. Participant further acknowledges and agrees that it has entered into the Programme on its own accord and each Participant confirms and shall ensure that each Participant Entity waive any and all claims against ICICI Bank (or its affiliates, contractors, Programme Partners and agents) for such use or disclosure.
12.2. Participant/Teams waive any and all claims that they may have against ICICI Bank and Programme Partner or anyone participating in "ICICI Appathon". Participant/Teams also acknowledge that ICICI Bank and Programme Partner have access to many ideas, concepts, and technologies, many of which may be similar or identical to the Solution, and Participant/Teams will not have any claim against ICICI Bank or Programme Partner or be entitled to any compensation as a result of ICICI Bank's or Programme Partner's use of similar or identical material. Participant/Teams agree that ICICI Bank or Programme Partner are not responsible for any unauthorised use of the Solution (in whole or in part) by third parties.
12.3. Participant agree that ICICI Bank and Programme Partner own and shall retain Intellectual Property Rights in their respective materials including all Intellectual Property. No title in any Intellectual Property of ICICI Bank or Programme Partner is granted to the Participant under the Terms.
12.4. Participant hereby grant to ICICI Bank, the right of first negotiation in good faith for ICICI Bank to acquire any / all rights in and to the Solution to use the same for commercial business. Notwithstanding the foregoing, ICICI Bank shall have no obligation to enter into an agreement with the Participant or Team or the Participant Entity in relation to the Solution. The Participant represents and warrants that the no obligation, restriction or encumbrance is present in relation to the Solution which may restrict the Participant to transfer or license the Solution to ICICI Bank if so required and agreed between the parties.
12.5. Participant hereby grant and shall ensure that Participant Entity grants to ICICI and its designees (which may include Programme Partner at sole discretion of ICICI Bank) unrestricted, royalty-free, irrevocable, worldwide, sub-licensable, assignable, license (but not the obligation) to store, copy, reproduce, make available for public display, modify, transmit, translate, make derivative works from, and otherwise use Solution (in whole or in part) and any other personal information (including but not limited to name, address, voice, biography etc.), provided by the Participant during or in relation to the Program without notification or permission or attribution to Participant or Participant Entity, for the purposes of (i) identifying Participant and/or Participant Entity as the owner and creator of the Solution; (ii) displaying or advertising, part or entire Solution (either with or without modification, if any) in any media or to any third party, for the Programme, ICICI Bank or any Programme Partner or their future programs/ events of products, solutions and services; (iii) governing the Programme or future programs of ICICI Bank or Programme Partner.
12.6. Participant shall take all essential steps including but not limited to execution of any agreement, documents, deeds, writings, filings or application form(s) for securing all licenses and rights of ICICI Bank under these Terms.
12.7. Participant represents and warrants that the Participant have developed the Solution without infringing any third party rights and the Participant are sole and exclusive owner of all Intellectual Property Rights rightfully and legitimately created by the Participant in the Solution. For the avoidance of any doubt it is hereby clarified that (i) no title to or ownership of any ICICI Bank intellectual property or Programme Partner intellectual property is granted or otherwise transferred to a Participant or any other entity or person under the Terms; and (ii) except as agreed in these Terms, no title to or ownership of any Participant intellectual property is granted or otherwise transferred to ICICI Bank.
12.8. The Participant represents and warrants that the Solution is free from all encumbrances and does not violate any third party rights, including Intellectual Property Rights.
12.9. Participant are prohibited from providing public statements or issuing press releases to the public in relation to the Programme without the express written permission of ICICI Bank for each instance.
12.10. The Participants hereby grant ICICI Bank and shall ensure that Participant Entity grant ICICI Bank a revocable, non-exclusive, license, to the participants' trademarks, service marks, logos, trade dress, trade names and service names, to publicize their Solution and further grants ICICI Bank the rights to transfer or sub-license this license to the Programme Partner on the same terms and conditions.
13.1. Each Participant indemnifies and agrees to defend, indemnify and hold harmless ICICI Bank, its agents, employees, service providers and Programme Partner and their affiliates, agents and employees from and against all claims, actions, suits or proceedings as well as any and all losses, liabilities, damages, costs and expenses (including reasonable attorney's fees) arising out of or accruing from:
13.1.1. Infringement Intellectual Property Rights of ICICI Bank, Programme Partner or third party.
13.2. Breach of these Terms.
13.3. Claims or action brought by any third party, including Participant Entity.
13.4. Any misrepresentation made by Participant.
13.5. Participation of the Participant in the Programme.
13.6. Receipt, redemption or use of any Award or your inability to receive, redeem or use such Awards.
14. DISCLAIMERS, LIABILITY
14.1. ICICI Bank is not liable for any loss or damage of or to any Solution/submission or for any other loss or damage to Participant, Participant Entity, their assets or third party resulting directly or indirectly from Participant's participation in the Programme or using any material provided by ICICI Bank or Programme Partner.
14.2. ICICI Bank is not responsible for: (1) technical failures of any kind, including malfunctioning of any telephone, computer, network, hardware or software; (2) the unavailability or inaccessibility of any service; (4) electronic or human intervention/ error which may occur in the administration of the programme or the processing of solutions/ submissions; or
14.3. ICICI Bank will not be liable to you for any direct, indirect, special, consequential, or punitive damages in connection with the programme or these terms.
15.1. THIS PROGRAMME AND THESE TERMS ARE GOVERNED BY LAWS OF REPUBLIC OF INDIA.
15.2. In the event any claim, difference or dispute in connection with the Programme, the disputing parties shall attempt, in the first instance, to resolve such dispute through amicable discussion. If any such dispute is not resolved within 30 (thirty) days of the commencement of the discussions, then either of the disputing party shall have the right to refer such dispute to courts at Mumbai.
15.3. Courts at Mumbai shall have sole jurisdiction over all disputes in relation to this Programme.
15.4. If any portion of the Term shall be declared invalid by order, decree or judgement of a court of competent jurisdiction or by application of any law, the Term shall be construed as if such portion had not been inserted herein except when such construction would constitute a substantial deviation from the general intent and purpose of the Programme.
15.5. To the extent these Terms are translated into any languages other than English, the English language version shall prevail.
16. FURTHER INFORMATION
16.1. For more information please email the Programme team at:
Technical Support - APIs related queries: firstname.lastname@example.org
Programme format related queries: email@example.com
16.2. The Participant agrees and acknowledges that the Participant has read and understood the Terms and that by clicking on the 'I Agree' button on the Registration Form, the Terms would be binding on the Participant and deemed to be signed and accepted.
16.3. WHILE ENTERING THE PROGRAMME AS A PARTICIPANT, PARTICIPANT WARRANT THAT PARTICIPANT IS FULLY AUTHORIZED TO ACCEPT AND AGREE THESE TERMS FOR AND ON BEHALF OF PARTICIPANT ENTITY AND FURTHER WARRANT THAT EACH MEMBER OF PARTICIPANT'S TEAM HAS READ AND UNDERSTOOD THESE TERMS AND AGREED TO BE BOUND BY THEM.
Supplemental Participant Terms & Conditions when using Visa API's
By accessing the VDP or using any Visa Materials and/or submitting a solution for consideration in the "ICICI Appathon", 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 "ICICI Appathon"; (b) to comply with all applicable laws; and (c) to be bound by the decisions of Visa and its representatives in connection with the "ICICI Appathon", 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 "ICICI Appathon"-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 "ICICI Appathon" 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 "ICICI Appathon" to develop and demonstrate the solution ("Your Solution") that incorporates or uses the Visa Materials in connection with the foregoing activities. You understand and agree that Visa and ICICI Bank shall have first rights to negotiate with you on Your Solution, should Your Solution incorporate or use the Visa Materials.. Nothing in this clause should be construed as a binding commitment or obligation on your part or on the part of ICICI Bank 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 chartered 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. 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 "ICICI Appathon", You acknowledge and agree that any Enhancements You provide in connection with the "ICICI Appathon" 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 "ICICI Appathon". 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 "ICICI APPATHON"; (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 "ICICI APPATHON" 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 "ICICI APPATHON", 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 THE "ICICI APPATHON"; (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 "ICICI APPATHON", 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 "ICICI Appathon", 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.
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 "ICICI Appathon", 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.