1.1 In these BIN Data Terms, the following words and phrases shall have the following meanings:
Applicable Law: all laws, orders, decrees, rules, regulations, circulars, notices or guidelines (including the requirements of any Government Authority) having legal effect and as applicable to a party in respect of its rights and/or obligations under these BIN Data Terms (and, in your case, in relation to any transaction) in force in any applicable jurisdiction from time to time. These include anti-money laundering, anti-bribery, anti-terrorist financing, sanctions, data privacy, tax and consumer protection laws (as applicable).
BIN Data: information including issuer name, issuer country code, and funding type (debit, prepaid, credit) mapped to Bank Identification Numbers (BIN).
BIN Data Service: the provision of the BIN Data to you by Primer in accordance with the Merchant Agreement and these BIN Data Terms.BIN Data Terms: the terms set out in this section 1.
Government Authority: any competent government or regulatory authority, law enforcement department or agency, court of law or other law, rule or regulation making body that has jurisdiction over a party and/or where a party submits or is subject to, in any relevant territory.
Losses: any claims, liabilities, losses, damages, proceedings, fines, penalties, assessments, fees, costs, charges or expenses (including any reasonable and properly incurred legal fees and costs).
Payment Scheme: an entity regulating and/or offering the relevant payment method; including card schemes such as Visa or MasterCard.
Payment Scheme Rules: the rules, regulations, operating regulations, procedures and waivers issued by a Payment Scheme that are applicable to these BIN Data Terms including the requirements of any third party acquirer. The Payment Scheme Rules specifically include Visa Inc. (referred to as ‘Visa Core Rules and Visa Product and Service Rules’ and available at https://www.visaeurope.com/about-us/policy-and-regulation/veor) and any rules/requirements of Visa which apply to Visa’s BIN Attribute Sharing Service MasterCard Worldwide (referred to as ‘MasterCard Rules’ and available at https://www.mastercard.com/ca/merchant/en/getstarted/BM_Manual.pdf), Union Pay International, Cartes Bancaires, JCB, American Express and Diners Club International/Discover Network rules. Those rules that are not publicly available will be communicated to you from time to time in accordance with the guidance and instruction of the relevant Payment Scheme.
Service Provider: means the third party with which Primer contracts for the provision of this Third Party Service.
1.2 Primer will make available to you the BIN Data from time to time, and Primer hereby grants you a limited, non-transferable, non-sublicensable licence for the Minimum Term and any Renewal Period (subject to any earlier termination) to access, view and store the BIN Data for your own internal business purposes.
1.3 You represent and warrant to us that:
1.3.1 none of your directors, shareholders or other beneficial owners are subject to any sanctions imposed by a relevant Government Authority;
1.3.2 other than as expressly set out in this agreement and / or as permitted by the Payment Scheme Rules you will not resell the services, in whole or in part, or otherwise allow the use of the services by any third parties when such use has not been included in these BIN Data Terms or approved by us; and
1.3.3 you will comply with all relevant Applicable Law and Payment Scheme Rules when using our services. Applicable Law and the Payment Scheme Rules can change over time and it is your responsibility to keep track of changes and make sure you remain compliant.
1.4 In accessing the BIN Data, you acknowledge and agree that:
1.4.1 the BIN Data is confidential to the relevant Payment Scheme;
1.4.2 you will only use the BIN Data in the manner approved by Primer;
1.4.3 should you no longer be eligible to receive the BIN Data as per the Payment Scheme Rules, and following notification to that effect from Primer, your right to receive the BIN Data will immediately cease and if required by Primer, you shall delete any BIN Data in your systems;
1.4.4 the BIN Data is provided as is, as Primer makes no warranty or representation that the BIN Data will meet your particular requirements; and
1.4.5 the Payment Schemes may update or change the BIN Data at any time, including the removal of any aspect of BIN Data previously made available to you.
1.5 You acknowledge and agree that Primer may terminate these BIN Data Terms and the provision of the BIN Data at any time for any reason on written notice to you.
1.6 You will pay any Charges in respect of the BIN Data as set out in the Order Form.
1.7 You will indemnify us in full for any direct Losses we suffer which arise out of:
1.7.1 your use of the BIN Data in a manner that does not comply with these BIN Range Terms; and
1.7.2 your failure to comply with any Payment Scheme Rules and / or Applicable Law (including any fines or penalties applied by any Payment Scheme relating to the same).
1.8 Your liability for the above indemnity will be uncapped, and any limit of liability set out in the Merchant Agreement shall not apply.
2.1 In these 3DS Terms the following words and phrases shall have the following meanings:
3DS Service: provision of processor-agnostic customer authentication for card payments via 3D Secure protocols as further described in the Documentation.
3DS Term: the Minimum Term and any Renewal Period as set out in the Order Form.
Payment Scheme Rules: means the terms and conditions governing the applicable payment card scheme as these may be amended or supplemented from time to time by the relevant payment organisation.
Service Provider: means the third party with which Primer contracts for the provision of the 3DS Service.
2.2 Primer hereby grants to you a non-exclusive, non-transferable, non-sublicensable limited right for the 3DS Term to access and use the 3DS Service solely for your business purposes.
2.3 You are responsible for all activities that occur under your usage of the 3DS Services, regardless of whether those activities are authorised or undertaken by you, your users or a third party.
2.4 You shall at all times adhere to the Payment Scheme Rules that apply to your usage of the 3DS Services.
2.5 You hereby grant to Primer a non-exclusive, non-transferable, non-sublicensable (other than to the Service Provider) to copy, store, record, transmit, display, view, print or otherwise use your data solely to the extent necessary to provide the 3DS Service. You shall have sole responsibility for the accuracy, quality, integrity, legality, reliability, appropriateness and copyright of all such data.
2.6 The Service Provider is entitled to evaluate the data acquired as a result of your use of the 3DS Services (tracking data, behavioral patterns etc.) and use it to improve the 3DS Services. The Service Provider may also use such data in an aggregated form for creating anonymous profiles and benchmark data that do not permit any identification of you or your users.
2.7 The Service Provider may (i) compile statistical and other information related to the performance, operation and use of the 3DS Services, and (ii) use data from the 3DS Services in aggregated form for security and operations management, to create statistical analyses, and for research and development purposes (together the “Service Analyses”). The Service Provider may make Service Analyses publicly available; however, Service Analyses will not incorporate your data, Personal Data or Confidential Information in a form that could serve to identify you, your users or any other individual. The Service Provider shall retain all Intellectual Property Rights in Service Analyses.
2.8 If Primer’s access to the 3DS Services is suspended or terminated by the Service Provider, you acknowledge that your access to and use of the 3DS Services shall be immediately suspended or terminated. Primer shall notify you if this happens.
2.9 Except as otherwise stated in this Agreement, Primer does not represent that your use of the 3DS Services will be secure, timely, uninterrupted or error free. In particular, Primer does not represent or warrant (a) that the 3DS Services will meet your requirements; (b) that all errors in the 3DS Services will be corrected; (c) that the system that makes the 3DS Services available will be free of viruses or other harmful software routine; (d) and/or that the 3DS Services will operate in combination with other hardware, software, systems or data not provided by Primer or the Service Provider; and/or е) that Primer will be able to prevent third parties from accessing your data or Confidential Information; and/or (g) that any stored data will be accurate or reliable.
2.10 You acknowledge that the operation or availability of the 3DS Service shall not count towards any availability measurements for the purpose of any Primer Service Levels.
2.11 Primer may terminate these 3DS Terms and the provision of the 3DS Service at any time for any reason on written notice to you.
1.12 You acknowledge that Primer has the right to update the Documentation from time to time, and you are responsible for adapting your systems accordingly at your own expense.
3.1 In theseEmbedded Finance Terms, the following words and phrases shall have the following meanings:
ABC Laws: Applicable Laws relating to bribery and corruption including the Hong Kong Prevention of Bribery Ordinance (Cap. 201), UK BriberyAct 2010, the US Foreign Corrupt Practices Act, Crimes Act 1914 (Cth) andCriminal Code Act 1995, Dutch Money Laundering and Terrorist Financing(Prevention) Act (Wet ter voorkoming van witwassen en financieren vanterrorisme), Sanctions Law 1977 (Sanctiewet 1977), the Dutch Criminal Code(Wetboek van Strafrecht), the Corruption, Drug Trafficking and Other SeriousCrimes (Confiscation of Benefits) Act 1992 of Singapore, Prevention ofCorruption Act 1960 of Singapore, Terrorism (Suppression of Financing) Act 2002of Singapore and any laws and rules based on the OECD treaty, as applicable.
“Applicable DataProtection Laws”: (a) the General Data Protection Regulation2016/679 (the “GDPR”); (b) the Privacy and Electronic CommunicationsDirective 2002/58/EC; (c) the UK Data Protection Act 2018 (“DPA”), theUK General Data Protection Regulation as defined by the DPA as amended by theData Protection, Privacy and Electronic Communications (Amendments etc.) (EUExit) Regulations 2019 (together with the DPA, the “UK GDPR”), and thePrivacy and Electronic Communications Regulations 2003; (d) the CaliforniaConsumer Privacy Act of 2018 (the “CCPA”); and (e) any relevant law,statute, declaration, decree, directive, legislative enactment, order,ordinance, regulation, rule or other binding instrument which implements any ofthe above or which otherwise relates to data protection, privacy or the use ofpersonal data, in each case as applicable and in force from time to time, andas amended, consolidated, re-enacted or replaced from time to time;
ApplicableLaw: in any jurisdiction in which the EmbeddedFinance Services are to be performed any and all applicable laws (including theApplicable Data Protection Laws), regulations, rules of a recognised stockexchange, industry standards or guidance and any applicable and bindingjudgment of a relevant court of law, including in relation to money servicebusiness, payment services, anti-money laundering, consumer and data protection.
EmbeddedFinance Services: the provisionof the embedded finance services, including the Platform and embedded finance solutionenabling your integration and access to Primer services therein.
Platform: the proprietary technology and associated products(including but not limited to those found on the Webapp, mobile applicationsand through an external API) devised by to provide Embedded Finance Services.
Personnel: your employees, directors, officers, agents,subcontractors and/or authorised representatives.
RestrictedArea: at any time, a country or territorythat is itself the target of comprehensive Sanctions (including Cuba, Iran,North Korea, Syria, the Crimea region of Ukraine, the so-called DonetskPeople’s Republic, and the so-called Luhansk People’s Republic).
RestrictedPerson: a person who is the target ofSanctions, including: (a) any person listed on any Sanctions List; (b) anyperson operating, located in, or incorporated under the laws of a RestrictedArea; (c) the government of a RestrictedArea or the Government of Venezuela; or (d) any person fifty percent (50%) ormore owned or controlled by any such person or persons or acting for or onbehalf of such person or persons.
Sanctions: any economic sanctions laws, regulations, embargoesor restrictive measures administered, enacted or enforced by: (a) the UnitedStates; (b) the United Nations; (c) the European Union; (d) any European UnionMember State; (e) the United Kingdom; (f) Australia;(g) Singapore; (h) any other jurisdiction in which The Service Provider or itsgroup operates; or (i) the respective governmental institutions and agencies ofany of the foregoing, including without limitation, the Office of ForeignAssets Control of the US Department of the Treasury (“OFAC”), the United States Department of State, the Officeof Financial Sanctions Implementation of His Majesty’s Treasury (“HMT”), and the Australian Sanctions Office.
SanctionsList: the Specially Designated Nationals andBlocked Persons list issued by OFAC, the Consolidated List of FinancialSanctions Targets issued by HMT, the Consolidated List issued by the AustralianSanctions Office, or any similar Sanctions-related list of designated personsissued or maintained by any of the Sanctions Authorities (together “SanctionsAuthorities”).
Service Provider:the third party with which Primercontracts for the provision of the Embedded Finance Services.
3.1 Primerhereby grants to you a limited, non-exclusive, non-transferable, non-assignable,non-sublicensable licence to access and use the Embedded Finance Services forthe receipt of Embedded Finance Services solely for your business purposes.
3.2 You agreethat Primer and the Service Provider may, to the extent permitted by ApplicableLaw, collect your information and data required to provide the Embedded FinanceServices. You agree to provide any information or data required to verify suchinformation.
3.3 Yourepresent and warrant that you shall, and shall procure that your Personnelshall: (a) comply with ABC Laws; (b) comply and not use the Embedded Finance Servicesin violation of any applicable Sanctions; (c) not provide access to the EmbeddedFinance Services to any Restricted Person or permit any Restricted Person toaccess the Embedded Finance Services; and (d) implement appropriate technicaland organisational measures to protect your data and comply with all willcomply with Applicable Law regarding your use of the Embedded Finance Services.
3.4 You areresponsible for all activities that occur under your usage of the EmbeddedFinance Services regardless of whether those activities are authorised orundertaken by you, your users or a third party.
3.5 Primermay terminate these Embedded Finance Terms and the provision of the EmbeddedFinance Services at any time for any reason on written notice to you.
3.6 If Primer’s access to the Embedded Finance Services is suspended or terminated by theService Provider, you acknowledge that your access to and use of the EmbeddedFinance Services shall be immediately suspended or terminated. Primer shall notify you if this happens where reasonably possible.
3.7 Primer does not represent, warrant nor guarantee that the Embedded Finance Services will be secure, timely, uninterrupted or error free. In particular, Primer does not represent or warrant: (a) that the Embedded Finance Services will meet your requirements; (b) that all errors in the Embedded Finance Services will be corrected; (c) that the system that makes the Embedded Finance Services available will be free of viruses or other harmful software routine; (d) that the Embedded Finance Services will operate in combination with other hardware, software, systems or data not provided by Primer or the Service Provider; or (e)that Primer will be able to prevent third parties from accessing your data or confidential information.