MARQETA DEVELOPER COMMUNITY TERMS OF USE

Welcome to Marqeta’s online community platform (the "Platform")! Through the Platform, you'll be able to communicate, share, and learn with other users of Marqeta products and services ("Marqeta Products"). By accessing the Platform, you agree to these Marqeta Developer Community Platform Terms of Use, our Developer Community Guidelines, our Privacy Policy, and all other policies or notices posted by us through the Platform, our website, or referenced herein (collectively, these "Terms"). You agree to notify Marqeta of any facts or circumstances of which you become aware that would make representations in these Terms inaccurate in any respect. These Terms apply no matter how you access the Platform, whether on our website, via our mobile applications, or through other means. If you are accessing or using the Platform on behalf of your company, you represent that you are authorized to accept these Terms on behalf of your company, and all references to "you" reference your company. As used in these terms, "Marqeta," "we" and "us" refer to Marqeta, Inc. ("Marqeta"). Any use of or access to the Platform by anyone under the age of 13 is prohibited.

For the avoidance of doubt, use and provisioning of Marqeta Products are subject to separate terms, such as our Customer Agreement, and these Terms do not apply to use of or access to Marqeta Products.

From time to time, we may modify these Terms. Unless we specify otherwise, changes become effective upon our posting of the updated Terms, and the updated Terms will apply to all use of the Platform after they are posted. We will use reasonable efforts to notify you of the changes through communications via the Platform, email or other means.

BY INDICATING YOUR ACCEPTANCE OF THESE TERMS OR ACCESSING OR USING THE PLATFORM, YOU AGREE TO BE BOUND BY ALL TERMS, CONDITIONS, AND NOTICES CONTAINED OR REFERENCED IN THESE TERMS. IF YOU DO NOT AGREE TO THESE TERMS, PLEASE DO NOT USE THE PLATFORM. FOR CLARITY, EACH PARTY EXPRESSLY AGREES THAT THESE TERMS ARE LEGALLY BINDING UPON IT.

• USE OF THE PLATFORM. You are free to use the Platform, but only for your non-commercial purposes (except to the extent permitted by Marqeta). You may be required to set up an account in order to access and post on the Platform. If so, you have complete responsibility for your account and everything that happens on your account, including if someone accesses your account without your permission. You have the right to delete your account and any Submissions, as defined below. You understand and agree that if you choose to exercise such right, it will not apply retroactively. To change your account information, you can go to "Manage settings" in the drop-down of your avatar on the Platform. We reserve the right to change, add to, or disable the Platform or any part thereof at any time, and Marqeta and its suppliers will not be responsible for any changes to or lack of availability of the Platform.

SUBMISSIONS. You are solely responsible for any Content or Contributions you Submit through the Platform (in each case, as defined below) ("Submissions"):

1. "Content" shall mean any text, information, data, graphics, messages, sounds, videos, content, or other materials you post to the Platform, excluding Contributions.
2. "Contribution" shall mean the code, documentation or other original works of authorship submitted by you (including any modifications or additions) for inclusion in an existing Work.
3. "Submit" or "Submitted" means any form of electronic, verbal or written communication sent to Marqeta or its representatives, including but not limited to communication on electronic mailing lists, source code control systems, and issue tracking systems that are managed by, or on behalf of, Marqeta, but excluding communications that are conspicuously marked or otherwise designated in writing by you as "Not a Contribution."
4. "Work" shall mean any of the products, projects or documentation owned or managed by Marqeta.
5. By posting a Submission, you do not lose any ownership rights you may have to it. However, you do grant us and other users on the Platform certain licenses, as set forth below.

SUBMISSION LICENSE GRANTS.

1. Content License. By posting any Content, you grant us and the other users on the Platform a worldwide, non-exclusive, royalty-free, fully-paid, sublicenseable and transferable license to use, reproduce, distribute, prepare derivative works of, and publicly display and perform your Content in connection with the Platform and our respective business (including without limitation for our marketing and publicity purposes). You understand that once you post your Content, your Content becomes public and can be seen and used by Marqeta and any users of the forum, and we are not responsible for keeping it confidential.
2. Contribution Copyright License. You hereby grant to Marqeta, recipients of software distributed by Marqeta, and the other users on the Platform a copyright license, ??in accordance with the terms of the Apache 2.0 license, available at https://www.apache.org/licenses/LICENSE-2.0, to use, reproduce, prepare derivative works of, publicly display, publicly perform, sublicense, and distribute your Contributions and such derivative works.

PLATFORM USE AND RESTRICTIONS

1. Sharing Submissions on Social Platforms. The Platform supports sharing Submissions on social media platforms such as Facebook, Twitter and LinkedIn ("Social Platforms"). You understand and agree that other users (or Marqeta) may share your Submissions on Social Platforms. You may share other users' Submissions on Social Platforms, as long as you include a link to the Platform in your post.
2. We Can Moderate the Platform. We generally do not monitor or review any Submissions on the Platform, but we reserve the right to do so, in our discretion, and may designate Marqeta employees to act as moderators/administrators for the Platform ("Moderators"). In the event a Moderator believes you are using the Platform in violation of the Terms, we have the right to request information from the Platform's service providers. You understand and agree that if there is an investigation of such use in violation of the Terms, you waive any confidentiality rights. 
3. We Are Not Responsible for Submissions. We do not endorse any Submissions or make any promises about the reliability of any source or the accuracy, usefulness, safety, or intellectual property rights of any Submissions. You may find Submissions on the Platform to be inaccurate, offensive, indecent, or objectionable. However, you agree not to hold us responsible in any way for your use of the Platform, including your exposure to Submissions.
4. We May Remove Submissions at Any Time. We reserve the right to remove any Submissions at any time, for any or no reason, with or without notice to you. We do not promise to store or make available on the Platform any Submissions that you post, or any other content, for any length of time. You are solely responsible for keeping back-ups of everything you post on the Platform.
5. User Disputes.  You agree that you are solely responsible for your interactions with any other user in connection with the Platform, and Marqeta will have no liability or responsibility with respect thereto. Marqeta reserves the right, but has no obligation, to become involved in any way with disputes between you and any other user of the Platform.

USER REPRESENTATIONS AND WARRANTIES.

1. Representations. You represent that (a) you are legally entitled to grant the above licenses as set forth herein; (b) if you are Submitting as an individual, and if your employer(s) has rights to intellectual property that you create that includes your Submissions, you represent that you have received permission to make Submissions on behalf of that employer, that your employer has waived such rights for your Submissions to Marqeta, or that your employer has executed a separate agreement with Marqeta granting such rights and/or waivers; (c) each of your Contributions is your original creation (see Section 5.3 (Third-Party Works) for submissions on behalf of others); (d) your Contribution includes complete details of any third-party license or other restriction (including, but not limited to, related patents and trademarks) of which you are aware and which are associated with any part of your Contributions; and (e) your Contributions or Submissions do not violate any contractual or fiduciary restrictions or obligations.
2. Contribution Warranty Disclaimer. You are not expected to provide support for your Contributions, except to the extent you desire to provide support. You may provide support for free, for a fee, or not at all. Unless required by applicable law or agreed to in writing, you provide your Contributions on an "AS IS" BASIS, WITHOUT WARRANTIES OR CONDITIONS OF ANY KIND, either express or implied, including, without limitation, any warranties or conditions of TITLE, NON-INFRINGEMENT, MERCHANTABILITY, or FITNESS FOR A PARTICULAR PURPOSE.
3. Third-Party Works. Should you wish to Submit work that is not your original creation, you may Submit it to Marqeta separately from any Contribution by identifying the complete details of its source and of any license or other restriction (including, but not limited to, related patents, trademarks, and license agreements) of which you are personally aware, and conspicuously marking the work as "Submitted on behalf of a third-party: [named here]". You represent that the copyright owner of any content you Submit that is not your original creation has granted you permission to use such content consistent with the manner and purpose of your use.

PLATFORM GUIDELINES. You hereby agree to abide by the Marqeta Developer Community Guidelines. In addition, you agree that you will not do any of the following:

1. submit content that contains any computer viruses, worms, or other potentially damaging computer programs or files, or post or make available on the Marqeta Developer Community site any content or third-party website that harms, or intends to harm, the flow of information and/or participation in Marqeta Developer Community;
2. interfere in any way with the operations on the Platform (including, but not limited to, actions that may damage, disable, overburden, or impair Marqeta servers or networks) or with a fellow Platform user's message box, including but not limited to mail or post bombing, news bombing, other flooding techniques, deliberate attempts to overload a system and broadcast attacks, or attempts to avoid messaging blocking;
3. post "rants," "slams" or legal threats against another user or another company or competitor;
4. post political or religious statements or commentary;
5. post off-topic comments not related to enterprise communities or Marqeta Products;
6. post inappropriate content, including, but not limited to, any content that is profane, obscene, intolerant, hateful, offensive, inflammatory, racist, pornographic, sexually explicit, indecent, threatening, defamatory, derogatory, stalking, harassing, includes gore or violence, discriminatory,  including regarding age, gender, race, religion, nationality, sexual orientation, disability or any other protected classification, or designed to avoid filters for the aforementioned;
7. post unsolicited or unauthorized advertising, promotional materials, junk mail, spam, chain letters, duplicate posts, excessively, pyramid or multi-level marketing schemes, or use any automated means, including spiders, robots, crawlers, data-mining tools, or other means to download data from the Community;
8. promote, or advocate any illegal activity or fraudulent schemes of any kind including, but not limited to, money laundering, tax evasion, securities fraud, and pyramid or multi-level marketing schemes, or submit content that you know is false, inaccurate, libelous, or otherwise misleading in any way;
9. attempt to gain unauthorized access to any services, usernames, computer systems, or networks, through hacking, password mining, or any other means;
10. misrepresent your qualifications, experience, education, background, business, or otherwise post misleading content;
11. post hyperlinks that lead to sites that violate any of these Terms;
12. You agree not to post unsolicited or unauthorized advertising, promotional materials, junk mail, spam, chain letters, or pyramid or multi-level marketing schemes, and you further agree not to use automated means, including spiders, robots, crawlers, data-mining tools, or other means to download data from the Community
13. offer to buy or sell any security, or post any material that violates any applicable law or regulation, including, without limitation, the rules and regulations of the U.S. Securities and Exchange Commission and the national or other securities exchanges,  including the rules against making false or misleading statements to manipulate the price of any security;
14. evade bans or suspensions or otherwise disregard directions from Platform moderators or administrators; or
15. post any sensitive, personal information about yourself or another person, including, but not limited to, addresses, email addresses, contact information, phone numbers, account numbers, Social Security numbers, Taxpayer Identification Numbers, account numbers, lawsuits brought by you or third parties against another individual or entity, or health information, or use your online banking credentials or passwords to register for the Platform.
• PROPRIETARY RIGHTS. The Platform contains proprietary and confidential information that is protected by applicable intellectual property and other laws and Marqeta and its suppliers retain all right, title and interest in and to the Platform and content that is included in the Platform (other than Submissions). If you give feedback on the Platform, we have the right to use the feedback in any way. We reserve all rights in and to the Platform unless we expressly state otherwise. We will own any changes or updates (excluding Submissions). In addition to any other Terms contained herein, you may not copy, frameset, enclose or otherwise sell, distribute, transmit or broadcast any part of the Platform (including Submissions posted by other users of the Platform, except as permitted in Section 4.1 (Sharing Submissions on Social Platforms)).
  
  All brand, product and service images, logos and names used in the Platform that identify Marqeta or our suppliers and our or their proprietary products and services are the trademarks or service marks of Marqeta or our suppliers. Nothing in these Terms shall be deemed to confer on any person any license or right on the part of Marqeta or such supplier with respect to any such image, logo or name.

• INTELLECTUAL PROPERTY INFRINGEMENT. Infringement of any party’s copyright, patent, trademark, trade secret, intellectual property or other proprietary rights, or right of publicity or privacy is strictly prohibited and is the sole responsibility of the User. Users may only Submit Contributions in accordance with Section 5.1 (Representations) and Users may only Submit Content that belongs to such User or that such User has legal permission to use. In addition, if you believe that anything on the Platform infringes your copyright or trademark rights, you should notify us in accordance with this page.
• INDEMNIFICATION.  You agree to defend, indemnify, and hold harmless Marqeta, its affiliates, and its and their respective officers, employees, directors, service providers, licensors, and agents (collectively, the “Marqeta Parties”) from any and all losses, damages, expenses, including reasonable attorneys’ fees, rights, claims, actions of any kind, and injury (including death) arising out of or relating to your use of the Platform, your content, your violation of these Terms, or your violation of any rights of another. Notwithstanding the foregoing, you will have no obligation to indemnify or hold harmless any Marqeta Party from or against any liability, losses, damages, or expenses incurred as a result of any action or inaction of such Marqeta Party.  Marqeta will provide notice to you of any such claim, suit, or proceeding.  Marqeta reserves the right to assume the exclusive defense and control of any matter which is subject to indemnification under this section, and you agree to cooperate with any reasonable requests assisting Marqeta’s defense of such matter. You may not settle or compromise any claim against the Marqeta Parties without Marqeta’s written consent. If you are a California resident, you waive California Civil Code Section 1542, which says: “A general release does not extend to claims that the creditor or releasing party does not know or suspect to exist in his or her favor at the time of executing the release and that, if known by him or her, would have materially affected his or her settlement with the debtor or releasing party.” If you are a resident of another jurisdiction, you waive any comparable statute or doctrine.
• DISCLAIMER OF WARRANTIES.  YOUR USE OF THE PLATFORM IS AT YOUR SOLE RISK. THE PLATFORM IS PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS.  MARQETA EXPRESSLY DISCLAIMS ALL WARRANTIES OF ANY KIND, WHETHER EXPRESS, IMPLIED OR STATUTORY, INCLUDING THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT.  MARQETA MAKES NO WARRANTY THAT (A) THE PLATFORM WILL MEET YOUR REQUIREMENTS; (B) THE PLATFORM  WILL BE UNINTERRUPTED, TIMELY, SECURE, OR ERROR-FREE; (C) THE RESULTS THAT MAY BE OBTAINED FROM THE USE OF THE PLATFORM WILL BE ACCURATE OR RELIABLE; OR (D) THE QUALITY OF ANY PRODUCTS, SERVICES, INFORMATION, OR OTHER MATERIAL PURCHASED OR OBTAINED BY YOU THROUGH THE PLATFORM WILL MEET YOUR EXPECTATIONS.
• LIMITATION OF LIABILITY.  YOU EXPRESSLY UNDERSTAND AND AGREE THAT MARQETA WILL NOT BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY DAMAGES, OR DAMAGES FOR LOSS OF PROFITS, INCLUDING DAMAGES FOR LOSS OF GOODWILL, USE, OR DATA OR OTHER INTANGIBLE LOSSES (EVEN IF MARQETA HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES), WHETHER BASED ON CONTRACT, TORT, NEGLIGENCE, STRICT LIABILITY, OR OTHERWISE, RESULTING FROM: (A) THE USE OR THE INABILITY TO USE THE PLATFORM; (B) THE COST OF PROCUREMENT OF SUBSTITUTE GOODS AND SERVICES RESULTING FROM ANY GOODS, DATA, INFORMATION, OR SERVICES PURCHASED OR OBTAINED OR MESSAGES RECEIVED THROUGH OR FROM THE PLATFORM; (C) UNAUTHORIZED ACCESS TO OR ALTERATION OF YOUR TRANSMISSIONS OR DATA; (D) STATEMENTS OR CONDUCT OF ANY THIRD PARTY ON THE PLATFORM; OR (E) ANY OTHER MATTER RELATING TO THE PLATFORM.  IN NO EVENT WILL MARQETA’S TOTAL LIABILITY TO YOU FOR ALL DAMAGES, LOSSES, OR CAUSES OF ACTION EXCEED THE AMOUNT YOU HAVE PAID MARQETA IN THE LAST SIX (6) MONTHS, OR, IF GREATER, ONE HUNDRED DOLLARS ({0}00). SOME JURISDICTIONS DO NOT ALLOW THE DISCLAIMER OR EXCLUSION OF CERTAIN WARRANTIES OR THE LIMITATION OR EXCLUSION OF LIABILITY FOR INCIDENTAL OR CONSEQUENTIAL DAMAGES. ACCORDINGLY, SOME OF THE ABOVE LIMITATIONS SET FORTH ABOVE MAY NOT APPLY TO YOU OR BE ENFORCEABLE WITH RESPECT TO YOU. IF YOU ARE DISSATISFIED WITH ANY PORTION OF THE PLATFORM OR WITH THESE TERMS, YOUR SOLE AND EXCLUSIVE REMEDY IS TO DISCONTINUE USE OF THE PLATFORM.

IF YOU ARE A USER FROM NEW JERSEY, THE FOREGOING SECTIONS TITLED “DISCLAIMER OF WARRANTIES” AND “LIMITATION OF LIABILITY” ARE INTENDED TO BE ONLY AS BROAD AS IS PERMITTED UNDER THE LAWS OF THE STATE OF NEW JERSEY. IF ANY PORTION OF THESE SECTIONS IS HELD TO BE INVALID UNDER THE LAWS OF THE STATE OF NEW JERSEY, THE INVALIDITY OF SUCH PORTION WILL NOT AFFECT THE VALIDITY OF THE REMAINING PORTIONS OF THE APPLICABLE SECTIONS.

SUPPORT. If you have any support inquiries or wish to provide any feedback on the Platform, please do so directly in the "Community Feedback Forum" within the Platform.

MISCELLANEOUS.  These Terms  (together with the terms incorporated by reference herein) constitute the entire agreement between you and Marqeta governing your access and use of the Platform, and supersede any prior agreements between you and Marqeta with respect to the Platform. You also may be subject to additional terms and conditions that may apply when you use third party services, content or software.   These Terms will be governed by the laws of the State of California  without regard to its conflict of law provisions. With respect to any disputes or claims, you and Marqeta submit to the personal and exclusive jurisdiction of the state and federal courts located within San Francisco, CA.  The failure of Marqeta to exercise or enforce any right or provision of these Terms will not constitute a waiver of such right or provision. If any provision of these Terms is found by a court of competent jurisdiction to be invalid, the parties nevertheless agree that the court should endeavor to give effect to the parties’ intentions as reflected in the provision, and the other provisions of these Terms remain in full force and effect. You agree that regardless of any statute or law to the contrary, any claim or cause of action arising out of or related to use of the Platform or these Terms must be filed within one (1) year after such claim or cause of action arose or be forever barred.