Capital on Tap Business Credit Card Terms of Use for a Digital Wallet

Last updated 04/22/2022

 

These Capital on Tap Business Credit Card Terms of Use for a Digital Wallet (the “Terms”) apply when the Business or any Cardholder adds a Capital on Tap business credit card account (“Capital on Tap Card”) to an electronic wallet or other third-party digital payment service (“Digital Wallet”). They apply to the entity or person to whom the Capital on Tap Card was issued, and anyone else authorized to use an issued Capital on Tap Card through your Digital Wallet (collectively “you” and “your”). The Terms for these Digital Wallet services are provided by WebBank, issuer of the Capital on Tap Card (together with any agent or service provider of WebBank, “we,” “us,” and “our”).


If you do not agree to these Terms, do not add your Capital on Tap Card to a Digital Wallet, or use your Capital on Tap Card, or allow anyone else to use your Capital on Tap Card, in connection with a Digital Wallet. We reserve the right to change these Terms, including adding other eligibility criteria for participation in our Digital Wallet services, at any time and without notice as permitted by law, and your continued use of a Digital Wallet constitutes agreement to all such changes.


By adding your Capital on Tap Card to a Digital Wallet, you accept and agree to the following:

 

1. Adding your Capital on Tap Card.

You can add an eligible Capital on Tap Card to a supported Digital Wallet by following the instructions of the Digital Wallet provider. For certain Digital Wallets, you may also see alternative instructions on the Capital on Tap proprietary platform (e.g., Capital on Tap mobile app or https://www.capitalontap.com/us/).  During registration, you may be required to take additional steps to authenticate yourself before your Capital on Tap Card is added to a Digital Wallet, such as providing additional identifying or verifying information. When adding your Capital on Tap Card to a Digital Wallet, a Digital Wallet provider may add a unique identifier different from your Capital on Tap Card number (“Device Account Number”) to your Digital Wallet that enables you to make purchases through that Digital Wallet.

 

2. Eligible Capital on Tap Cards and Devices.

If your Capital on Tap Card is not in good standing or your account is frozen for any reason, then your Capital on Tap Card will not be eligible to be added to any Digital Wallet and if already in a Digital Wallet, the Capital on Tap Card may be deactivated or removed. When you add a Capital on Tap Card to the Digital Wallet, you may use the Digital Wallet to transact with merchants who support that Digital Wallet. Note though, a Digital Wallet may not be accepted everywhere your Capital on Tap Card is accepted.

Some Digital Wallets can only be used with a compatible device determined by the Digital Wallet provider for that Digital Wallet (“Eligible Device”). Devices modified contrary to the manufacturer’s software or hardware guidelines, including by disabling hardware or software controls—sometimes referred to as “jailbreaking”—are not Eligible Devices. You acknowledge that the use of a modified device to use your Capital on Tap Card in connection with a Digital Wallet is expressly prohibited, constitutes a violation of these Terms, and is grounds for us to deny you access to your Capital on Tap Card through a Digital Wallet(s).

 

3. Terms that Apply.

In addition to these Terms, you agree that when you use a Digital Wallet, you will remain subject to the terms and conditions of all your existing agreements with us, your mobile service carrier (e.g., AT&T, T-Mobile, Verizon, etc.), and your Digital Wallet provider (e.g., Apple, Google, Samsung, etc.). If your Digital Wallet provider is Apple, the terms set forth on Schedule 1 attached hereto (the “Apple Pay Terms”) shall apply to you and your use of the Apple Pay Digital Wallet.  These Terms do not amend or supersede any of those agreements, including but not limited to, your Capital on Tap Business Credit Card Agreement (“Cardholder Agreement”), disclosures agreed to as part of opening your Capital on Tap Card, and the Arbitration Agreement included in your Cardholder Agreement, provided that the Apple Pay Terms supplement such agreements.  In the event of a conflict between these Terms and the Apple Pay Terms, the Apple Pay Terms shall control.

Any applicable interest, fees, and charges that apply to your Capital on Tap Card or underlying account will also apply when you use a Digital Wallet to make purchases with your Capital on Tap Card. We currently do not charge any additional fees for adding your Capital on Tap Card to a Digital Wallet or using a Digital Wallet to make purchases with your Capital on Tap Card, but we reserve the right to impose a fee in the future.

You understand that a Digital Wallet provider, or another third-party supporting a Digital Wallet provider, may however charge a fee or impose certain restrictions or limitations for using your Capital on Tap Card in a Digital Wallet. You agree that you are solely responsible for compliance with such fees, restrictions, or limitations.

 

4. Third-Party Disputes.

You understand and agree that we are not a Digital Wallet provider and therefore, are not responsible for the products and services associated with a Digital Wallet. Accordingly, you agree to resolve any disputes directly with the Digital Wallet provider or third-party service provider (such as your mobile service carrier) without involving us. Such disputes may include, but are not limited to, payment failures caused by the Digital Wallet and errors or delays caused by or the inability to use the Digital Wallet for a transaction. We are not responsible for the security, accuracy, legality, appropriateness, or any other aspect of the content or function of the Digital Wallet or any third party’s products or services.

 

5. Notifications.

You consent to us and/or the Digital Wallet provider sending you notifications through the Digital Wallet from time to time reflecting your Capital on Tap Card account activity and/or marketing messages. If you do not wish to receive notifications, you may turn them off through your device’s settings or by the procedures established by the Digital Wallet provider.

 

6. Transaction History.

The transaction history displayed in a Digital Wallet is for illustrative purposes only and may be preliminary and/or incomplete. You understand and agree that the transaction amount that ultimately clears, settles, and posts to your Capital on Tap Card’s monthly statement serves as the final record, even if it does not match the details of the Digital Wallet provider’s transaction history.

 

7. Lost, Stolen, or Unauthorized Use of your Eligible Device or Capital on Tap Card. 

If you believe your Eligible Device or your credentials have been lost, stolen, or otherwise compromised, or someone has used or may use your Eligible Device or your credentials without your authorization, you must contact us immediately by one or more of the means provided for at https://www.capitalontap.com/us. Additionally, please refer to and follow the instructions provided by the Digital Wallet provider. If you fail to notify us without delay, you may be liable for part or all of the losses in connection with any unauthorized use of your Capital on Tap Card in connection with that Digital Wallet.

If your physical Capital on Tap Card is lost or stolen, but your Eligible Device is not lost or stolen, the information on the newly reissued card may be automatically assigned to your existing Device Account Number. Due to the manner in which a Digital Wallet operates, you may need to present your Eligible Device to a merchant when you return an item purchased using that Digital Wallet on such Eligible Device. So, for example, if you make a purchase using your Apple Wallet on your iPhone, the merchant may require you to have that same iPhone present to return the item.

 

8. Suspension/Removal of Your Capital on Tap Card.

We reserve the right to discontinue offering or supporting Digital Wallet services at any time for any reason. Unauthorized use of a Digital Wallet, including, but not limited to, unauthorized entry into our systems, misuse of passwords, or misuse of other information, is strictly prohibited and will result in suspension and/or termination of your use of a Digital Wallet. You may not use the Digital Wallet in any manner that could damage, disable, overburden, or impair the service. We reserve the right to block, restrict, suspend, or terminate your use of any Digital Wallet at any time without notice for any reason, including if we suspect there may be fraud associated with your Capital on Tap Card or you violate these Terms or any other agreements with us, except as otherwise required by applicable law. You agree that we will not be liable to you or any third party for any suspension, cancellation, or termination of your use of a Digital Wallet. 

For instructions on how to remove your Capital on Tap Card from a Digital Wallet, contact the Digital Wallet provider.

 

9. Authorization to Collect and Share Data.

You agree that we may collect, transmit, store, and use technical, location, log in, or other information about you or your use of your Capital on Tap Card through a Digital Wallet. You also acknowledge that we may share certain details of your Capital on Tap Card Digital Wallet transactions with the Digital Wallet provider, merchants, a payment network, and others in order to provide the services you have requested, to make information available to you about your Capital on Tap Card  transactions, and to improve our ability to offer these services. This information helps us to add your Capital on Tap Card to the Digital Wallet and to maintain the Digital Wallet services.

 

10. Privacy.

We will use, share, and protect your personal information in accordance with the Capital on Tap Customer Privacy Policy. We do not control the privacy and security of your information that may be held by the Digital Wallet provider. You acknowledge that the use and disclosure of any personal information provided by you directly to a Digital Wallet provider, payment network, or other third parties supporting that Digital Wallet, will be governed by such party’s privacy policy and not the Capital on Tap Customer Privacy Policy.

 

11. Electronic Communications.

You agree to receive electronic communications and disclosures, including automatically dialed calls or text messages, from us on your devices at the number you provide. You also agree that we can contact you by email at any email address you provide to us in connection with any Capital on Tap Card product, service or account, or through the mobile device on which you have downloaded the Capital on Tap Card Mobile app. It may include contact from companies working on our behalf to service your accounts. You agree to update your contact information with us when it changes. If at any time you revoke this consent, we may suspend or cancel your ability to use your Capital on Tap Card in connection with a Digital Wallet.

 

12. Merchant Relationships and Disclaimers.

Merchants may present to you certain discounts, rebates, or other benefits (e.g., free shipping) (“Offers”) in a Digital Wallet. Such Offers are subject to certain terms and conditions and may change at any time without notice to you. We will not be liable for any loss or damage as a result of any interaction between you and a merchant with respect to such Offers. Subject to applicable law and your Cardholder Agreement, all matters, including delivery of goods and services, returns, and warranties, are solely between you and the applicable merchants. You acknowledge that we do not endorse or warrant the merchants that are accessible through a Digital Wallet or the Offers they provide.

 

13. Ending or Changing these Terms; Assignments.

We can add to, delete portions of, or terminate these Terms at any time without notice to you, except where required by law. Your use of a Capital on Tap Card in a Digital Wallet after we have made such changes available will be considered your agreement to the changes. We can also assign these Terms. Furthermore, subject to applicable law, at any time we may (i) terminate your use of any Capital on Tap Card in connection with a Digital Wallet, (ii) modify or suspend the type or dollar amounts of transactions allowed using Capital on Tap Cards in connection with a Digital Wallet, (iii) change the Capital on Tap Card’s eligibility for use with a Digital Wallet, and/or (iv) change the Capital on Tap authentication process.  You cannot change these terms, but you can terminate these Terms at any time by removing your Capital on Tap Card from any Digital Wallets. You may not assign these Terms.

 

14. Governing Law.

These Terms are governed by federal law and, to the extent that state law applies, the laws of the State of Utah, without regard to its conflicts of law provisions. Disputes arising out of or relating to these Terms will be subject to the Arbitration Agreement in your Cardholder Agreement.

 

15. Indemnification.

You agree to indemnify and hold us, our licensors, sponsors, agencies, subsidiaries, affiliates, officers, and employees, harmless from any claim or demand, including reasonable attorneys’ fees, made by any third party due to or arising out of (i) your use of a Digital Wallet service or (ii) any breach of the terms and conditions set forth in these Terms by you or other users of your Capital on Tap Card, Eligible Device, or Digital Wallet credentials. You must use your best efforts to cooperate with us in the prosecution or defense of any such claim. We reserve the right to employ counsel of our choice to defend and control any such matter subject to indemnification by you. You have the right, at your own expense, to employ separate counsel to participate in such matter on a non-controlling basis.

As provided in the Cardholder Agreement, you are responsible for all uses of your Capital on Tap Card account by third parties you gave access to, including if these third parties misuse your Capital on Tap Card, Eligible Device, or any Digital Wallet services.

 

16. Limitation of Liability; No Warranties.

WE ARE NOT AND SHALL NOT BE LIABLE FOR ANY LOSS, DAMAGE OR INJURY OR FOR ANY DIRECT, INDIRECT, SPECIAL, INCIDENTAL, EXEMPLARY, OR CONSEQUENTIAL DAMAGES, INCLUDING LOST PROFITS, ARISING FROM OR RELATED TO YOUR ADDING YOUR CAPITAL ON TAP   CARD TO A DIGITAL WALLET, OR YOUR ACCESS OR USE OF A DIGITAL WALLET. TO THE FULLEST EXTENT PERMITTED BY LAW, WE DISCLAIM ALL REPRESENTATIONS, WARRANTIES, AND CONDITIONS OF ANY KIND (EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE, INCLUDING BUT NOT LIMITED TO THE WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT OF PROPRIETARY RIGHTS) AS TO ANY AND ALL DIGITAL WALLETS AND ALL INFORMATION, PRODUCTS, AND OTHER CONTENT INCLUDED IN OR ACCESSIBLE FROM THE DIGITAL WALLETS.

We will not be responsible for any loss or damage that could result from interception by third parties of any information or services made available to you via the Digital Wallet. We cannot and do not guarantee the accuracy, validity, timeliness or completeness of any information or data made available to you through the Digital Wallet for any particular purpose. 

To the fullest extent permitted by law, we disclaim any liability or any responsibility of any kind for any loss or damage that you incur in the event of any failure or interruption of this Digital Wallet, or resulting in any way from or in connection with:

i) any operator errors by you; 

ii) any errors, acts or omissions in the technical operation or content of the Digital Wallet;

iii) any transmission of viruses which may infect your Eligible Device or other equipment, failure of mechanical or electronic equipment or communication lines, telephone, or other interconnect problems (e.g., you cannot access your Internet service provider);

iv) any action taken in connection with an investigation by us, law enforcement or other authorities regarding your use of the Digital Wallet; or 

v) any other cause relating to your access to, inability to access, or use of the Digital Wallet. 

We cannot and do not guarantee continuous, uninterrupted, or secure access to the Internet.

SOME JURISDICTIONS DO NOT ALLOW THE LIMITATION OR EXCLUSION OF CERTAIN WARRANTIES AND CONDITIONS, OR THE DISCLAIMER OF SOME TYPES OF DAMAGES, SO SOME OF THE ABOVE MAY NOT APPLY TO YOU.

 

17. Questions.

If you have any questions, disputes, or complaints about the Digital Wallet, contact the Digital Wallet provider using the information given to you by the Digital Wallet provider. If your question, dispute, or complaint is about your Capital on Tap Card, then contact Capital on Tap through one or more means provided for at https://www.capitalontap.com/us.

The Capital on Tap  Card is issued by WebBank, Member FDIC.

 

 

Schedule 1
Apple Pay Terms

The following terms and conditions (the “Terms of Use”) apply to the Business when an eligible Capital on Tap Business Credit Card (each an “Eligible Card”) is added and/or used in Apple Pay on any Apple product that has been enabled to store and/or transmit your Eligible Card credentials (“Enabled Device”).  These Terms of Use are a legal agreement between the Business (“you” and “your”) and WebBank (together with any agent or service provider of WebBank, “we” or “us”).  Capitalized terms not defined herein shall have the meaning set forth in the Agreement.  

PLEASE READ THESE TERMS OF USE CAREFULLY BEFORE ADDING OR USING YOUR ELIGIBLE CARD IN APPLE PAY, BECAUSE BY DOING SO, YOU ACCEPT AND AGREE TO BE BOUND AND ABIDE BY THESE TERMS OF USE.

 

1. DEFINITIONS

“Apple” means Apple Inc.

“Apple Confidential Information” means (i) product plans and roadmaps of Apple and its affiliates; (ii) these Terms of Use; (iii) any and all information related to customers or potential customers of Apple or its affiliates that is obtained, generated or created by or on behalf of Apple or its affiliates, including any and all information related to the Apple Payment Platform and the Program; and (iv) any other information that could reasonably be determined to be confidential, whether or not identified in writing as confidential.

“Apple Payment Platform” means the payment platform that utilizes Apple technology to enable users to make payments using credit, debit, and prepaid cards and other physical, digital or virtual payment cards, credentials or account access devices and access other related services using Apple products designated by Apple or its affiliates (or any successor or substitute thereof).

“Program” means the availability of the Apple Payment Platform in the United States to be used for the purpose of enabling you to (i) provision Eligible Cards to Enabled Devices, and (ii) use Provisioned Cards on such devices (in lieu of physical cards) to make payments.

“Provisioned Card” means an Eligible Card that has been provisioned to an Enabled Device so that the Enabled Device may be used to make payments using such Provisioned Card.

 

2. USE OF CARDS IN APPLE PAY

You can add Eligible Cards in Apple Pay on Supported iOS Devices and use such Provisioned Cards in Apple Pay to make (i) contactless payments at merchants’ contactless-enabled point-of-sale terminals or readers that accept contactless payments, and (ii) purchases in-app or on websites of merchants that accept Apple Pay. 

By selecting a Provisioned Card and placing a Provisioned Card near a merchant's contactless-enabled point-of-sale terminal or reader, or by using a Provisioned Card for an in-app or a website purchase, you are authorizing the payment for the applicable merchant's products or services with that Provisioned Card in Apple Pay.

 

3. CHARGES

We do not currently charge a fee for the use of your Provisioned Card in Apple Pay. However, Apple or another third party supporting Apple Pay may contemplate fees, limitations and restrictions which might affect the use of Provisioned Cards (such as data usage or text messaging charges imposed on you by your wireless carrier). You agree to be solely responsible for all such fees and agree to comply with such limitations and restrictions.  To the extent applicable, you further agree not to pass any fees (if any), attributable to Apple Pay on to any Cardholders.

 

4. CONFIDENTIALITY; FEEDBACK

To the extent that you receive any Apple Confidential Information: (i) you agree to protect Apple Confidential Information obtained pursuant to the Agreement and/or these Terms of Use from unauthorized dissemination and use using at least the same degree of care that you use to protect your own confidential information of similar importance, but no less than a reasonable degree of care; (ii) you will not use Apple Confidential Information for purposes other than those necessary to directly further the purposes of the Agreement and this Terms of Use; and (iii) except as expressly permitted under the Agreement and this Terms of Use, you will not disclose to third parties the Apple Confidential Information without the prior written consent of Apple, including (1) the public disclosure of any metrics related to the Program and (2) your planned participation in the Program prior to the public launch of your participation in the Program.  You acknowledge that damages for improper disclosure of Apple Confidential Information may be irreparable; therefore, Apple is entitled to seek equitable relief, including injunction and preliminary injunction, in addition to all other remedies.

To the extent you provide any ideas, requests, feedback, reports, suggestions or recommendations to Apple, in writing, orally, by demonstration or otherwise, regarding the Apple Confidential Information, we hereby grant 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.

 

5. PRIVACY AND SECURITY

Privacy and Data Usage

When Eligible Cards are added in Apple Pay, we collect certain information from Apple to verify your identity, to enable you to use Provisioned Cards and facilitate your participation in Apple Pay. You authorize us to collect, use and share your information in accordance with our privacy policy. 

We periodically collect and use technical data and related information, including, but not limited to technical information about your Enabled Device to facilitate the updates to our services. This technical data will not personally identify you. 

Apple may collect and use data in accordance with Apple’s privacy and security policies and practices.  

Security

You are responsible for maintaining the confidentiality of usernames and applicable passwords and other means used to access Apple Pay and Enabled Devices. If these credentials are shared with any other person, they may be able to use Provisioned Cards and get access to personal and payment information available in Apple Pay.  

Any person with your device passcode or who has a fingerprint or face ID registered to a device will be able to authorize transactions using the associated Provisioned Card. Pursuant to the Agreement, you are responsible for all transactions made using Provisioned Cards in Apple Pay.

Call us immediately at 833-972-1323 if you believe an Enabled Device or your credentials have been lost or stolen or someone has used or may use an Enabled Device or your credentials without your authorization. 

 

6. ADDITIONAL COVENANTS

The individual that agrees to these Terms of Use is authorized to execute legal agreements on behalf of you.

You shall not discriminate against the Program, transactions using Apple Pay, and/or the Apple Payment Platform relative to other transactions and/or platforms of similar kind.

You shall comply with all applicable laws related to the performance of your obligations under these Terms of Use and the Agreement.

 

7. THIRD PARTY AGREEMENTS

Apple, your wireless carriers, and other third party websites or services that support Apple Pay have their own terms and conditions and privacy policies (“Third Party Agreements”), and you are subject to those Third Party Agreements when you give them personal information, use their services or visit their respective sites. We are not responsible for the security, accuracy, legality, appropriateness or any other aspect of the content or function of Apple’s or any third party’s products or services.  

 

8. SUSPENSION; CANCELLATION

We reserve the right for any reason to discontinue our participation in Apple Pay. Except as otherwise required by applicable law, we may block, restrict, suspend or terminate the use of any Provisioned Card in Apple Pay at any time without notice and for any reason, including if you violate these Terms of Use or the Agreement, if we suspect fraudulent activity, or as a result of the cancellation or suspension of an Account. You agree that we will not be liable to you or any third party for any block, suspension, cancellation or termination of the use of any Provisioned Card.

 

9. DISCLAIMER OF WARRANTIES

APPLE PAY IS PROVIDED BY APPLE AND OTHER THIRD PARTIES THAT SUPPORT APPLE PAY.  YOU EXPRESSLY ACKNOWLEDGE AND AGREE THAT THE USE OF ANY PROVISIONED CARD IN APPLE PAY IS AT YOUR SOLE RISK.  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. 

THE ACCESS, USE AND MAINTENANCE OF A PROVISIONED CARD WITHIN APPLE PAY DEPENDS ON THE APPLE PAY SERVICES AND THE NETWORKS OF WIRELESS CARRIERS AND NOT US. WE WILL NOT BE LIABLE TO YOU FOR ANY CIRCUMSTANCES THAT INTERRUPT, PREVENT OR OTHERWISE AFFECT THE FUNCTIONING OF ANY PROVISIONED CARD, SUCH AS UNAVAILABILITY OF  APPLE PAY OR YOUR WIRELESS SERVICE, COMMUNICATIONS, NETWORK DELAYS, LIMITATIONS ON WIRELESS COVERAGE, SYSTEM OUTAGES, OR INTERRUPTION OF A WIRELESS CONNECTION. AMEX DISCLAIMS ANY RESPONSIBILITY FOR APPLE PAY OR ANY WIRELESS SERVICE USED TO ACCESS, USE OR MAINTAIN A PROVISIONED CARD WITHIN APPLE PAY.

This Section 9 will survive any termination of these Terms of Use.

 

10. LIMITATION OF LIABILITY

You acknowledge that Apple shall not be liable in any event for any transaction initiated by a person who is not authorized to make a transaction, including without limitation any fraudulent transaction, using Provisioned Cards.

TO THE EXTENT NOT PROHIBITED BY APPLICABLE LAW, IN NO EVENT WILL APPLE BE LIABLE FOR PERSONAL INJURY, OR ANY INDIRECT, CONSEQUENTIAL, INCIDENTAL, SPECIAL, PUNITIVE OR EXEMPLARY DAMAGES WHATSOEVER, INCLUDING, WITHOUT LIMITATION, DAMAGES FOR LOSS OF PROFITS, LOSS OF DATA, BUSINESS INTERRUPTION OR ANY OTHER COMMERCIAL DAMAGES OR LOSSES, ARISING OUT OF OR RELATED TO THESE TERMS AND CONDITIONS, YOUR USE OR INABILITY TO USE THE APPLE PAY PLATFORM, OR YOUR PARTICIPATION IN THE PROGRAM, HOWEVER CAUSED, 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.

This Section 10 will survive any termination of these Terms of Use.

 

11. LICENSE TO USE MARKS

You hereby grant to Apple and its affiliates (and their agents and contractors acting on their behalf), during the term of the Agreement, a non-exclusive, non-transferable, worldwide, royalty-free, license to use, reproduce, and display your trademark(s), logo(s), and other card art reasonably requested by Apple and/or us that is displayed on the Eligible Cards (the “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 the 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 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 publicly disclosed list of entities participating in the Program. Any such use of the Marks as set forth in clauses (i) – (iii) above will be at Apple’s discretion (i.e., Apple shall have no obligation to display or use any Marks, commercial designations or slogans on any Apple products or services or Apple marketing materials for such products and services).

 

12. GOVERNING LAW AND DISPUTES 

These Terms of Use and the use of any Provisioned Card in Apple Pay, are governed by by federal law and, to the extent state law applies, the laws of the State of Utah without regard to internal principles of conflicts of law.

The dispute resolution provisions in the Agreement will govern any claim, dispute or controversy arising out of or relating to these Terms of Use or the use of any Provisioned Card in Apple Pay.

The terms of this Section 12 will survive termination of these Terms of Use, together with any other terms which by their nature the parties contemplate should survive.

 

13. CHANGES BY APPLE

Apple reserves the right to change, discontinue, or suspend (for any period of time) any or all functionality, 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.

 

14. CHANGES TO THESE TERMS OF USE 

We reserve the right to revise these Terms of Use at any time and you are deemed to be aware of and bound by any changes to these Terms of Use by the continued access to or use of any Provisioned Card in Apple Pay.