Apple Pay Accountholder Terms

All agreements that address Apple Pay between Program Manager Customer and Corporate Client (“Corporate Client Agreement”) shall include provisions substantively equivalent to the following. All capitalized terms shall have the meaning as set forth in this Terms and Conditions.

1. The Corporate Client Agreement shall acknowledge, and the Corporate Client must agree, that to the maximum extent permitted under Applicable Law, in no event will Apple be liable to Corporate Client for indirect, consequential, incidental, special, punitive or exemplary damages, whether in contract, tort (whether in negligence or strict liability) or other legal or equitable theory, or any loss of profits or revenue, regardless of whether Apple knew or should have known of the possibility of such damages.

2. The Corporate Client Agreement shall acknowledge, and the Corporate Client must agree, that Apple shall not be liable for any unauthorized transactions made using Provisioned Cards.

3. The Corporate Client Agreement shall acknowledge, and the Corporate Client must agree, that it will not discriminate against the Program, Apple Pay Transactions and/or the Apple Payment Platform relative to other transactions and/or platforms of similar kind.

4. The Corporate Client Agreement shall acknowledge, and the Corporate Client must agree, that the Corporate Client shall comply with all applicable laws related to the performance of its obligations under the Corporate Client Agreement.

5. The Corporate Client Agreement shall prohibit the Corporate Client from passing fees attributable to Apple Pay on to individual Cardholders or individuals authorized to use any Cards issued to Corporate Client.

6. The Corporate Client Agreement shall acknowledge, and Corporate Client must agree, that the Corporate Client will protect the Apple Confidential Information obtained pursuant to the Corporate Client Agreement from unauthorized dissemination and use with the same degree of care that it uses to protect its own like information. Except as expressly set forth herein, Corporate Client will not use the Apple Confidential Information for purposes other than those necessary to directly further the purposes of the Corporate Client Agreement. Except as expressly permitted under the Corporate Client Agreement, Corporate Client will not disclose to third parties the Apple Confidential Information without the prior written consent of Apple, including (i) the public disclosure of any metrics related to the Program and (ii) Corporate Client’s planned participation in the Program prior to the public launch of Corporate Client ’s participation in the Program.

7. The Corporate Client Agreement shall acknowledge, and the Corporate Client must agree, that to the extent Program Manager Corporate Cardholder provides any ideas, requests, feedback, reports, suggestions or recommendations to Apple, in writing, orally, by demonstration or otherwise, regarding the Apple Confidential Information, Issuer hereby grants to Apple a non-exclusive, fully paid-up, perpetual, irrevocable, worldwide license to make, use, reproduce, incorporate, modify, display, perform, sell, make or have made derivative works of, distribute (directly or indirectly) and sublicense, such feedback in connection with Apple’s products and services.

8. The Corporate Client Agreement shall include a sub-license grant to Apple and its Affiliates (and their agents and contractors acting on their behalf), during the Term, a non-exclusive, non-transferable, worldwide, royalty-free, license to use, reproduce, and display the Corporate Client Marks as follows: (i) in connection with the use and display of the Apple Payment Platform in Apple products, including the right to embed and display Corporate Client Marks within such Apple products; (ii) in the marketing, advertising and promotion of the availability of the Apple Payment Platform in Apple products in any medium, including the right to use screen shots and images of the Corporate Client Marks as they may be used in the Apple Payment Platform, including but not limited to use in instructional materials, training materials, marketing materials, and standard advertising in any medium; and (iii) in a publically disclosed list of Corporate Client participating in the Program. Any such use of Corporate Client Marks as set forth in items (i) – (iii) will be at Apple’s discretion (i.e., Apple shall have no obligation to display or use any Corporate Client Marks, commercial designations or slogans on any Apple products or services or Apple marketing materials for such products and services).

9. The Corporate Client Agreement shall acknowledge that Apple makes no representations or warranties, express or implied, regarding the Apple Payment Platform or any related products and services, including any implied warranty of merchantability or implied warranty of fitness for a particular purpose, all such warranties being expressly disclaimed. Without limiting the foregoing, Apple does not warrant that the use of the Apple Payment Platform or any related products and services will be error free or uninterrupted.

10. The Corporate Client Agreement shall acknowledge that Apple reserves the right to change, discontinue, or suspend (for any period of time) any or all functionality, Cardholder interface, or any other aspect of the Apple Payment Platform (whether software, hardware, or any part of the Apple Pay Platform service) at any time, including suspension of provisioning and transaction usage.