Thank you for choosing to use your Mastercard card! Mastercard International Incorporated (including its subsidiaries and affiliates, “Mastercard”) uses global standards to support the creation and usage of your Mastercard Secure Remote Commerce (“Mastercard SRC”) profile and Payment Information (defined below) when you shop or make payments online on a mobile device or in other electronic commerce environments. Your Mastercard SRC profile and Payment Information are collectively referred to as your “Payment Profile.”
PLEASE NOTE THAT THESE TERMS DO NOT MODIFY, OR HAVE ANY OTHER IMPACT ON, THE TERMS AND CONDITIONS YOU HAVE WITH YOUR ISSUER(S) RELATING TO YOUR MASTERCARD CARD(S).
“You” (and all of its derivations) means you individually and any person acting as your agent, under your authority, or with your permission. IF YOU DO NOT AGREE TO THESE TERMS, YOU MUST NOT REGISTER FOR OR USE YOUR PAYMENT PROFILE. YOUR PAYMENT PROFILE IS INTENDED FOR USE IN THE UNITED STATES ONLY.
These Terms provide that all disputes between you and Mastercard will be resolved by BINDING ARBITRATION. YOU AGREE TO GIVE UP YOUR RIGHT TO GO TO COURT to assert or defend your rights under this contract, except for matters that may be taken to small claims court. Your rights will be determined by a NEUTRAL ARBITRATOR and NOT a judge or jury, and your claims cannot be brought as a class action (if class action claims can be filed in your jurisdiction). Please review Dispute Resolution and Arbitration for the details regarding your agreement to arbitrate any disputes with Mastercard.
Your Payment Profile
If you create a Payment Profile, Mastercard may store the information provided by you (or through an entity you authorize) to Mastercard (or an entity acting on Mastercard’s behalf), including, but not limited to: payment information (including payment card or account number and expiration date); billing and shipping information; a valid email address; mobile phone number; and other information relating to making e-commerce payments with your Mastercard credit, debit, and prepaid cards or accounts (“Cards”).
To help protect your Cards, Mastercard may generate a numerical surrogate of your Card credentials (also called a token) to be used during transaction processing, subject to your Card’s eligibility for tokenization. Your Card number and tokens will both be stored and may be used for transactions.
Your Card issuer may also provide information about your Card account to Mastercard, without further action on your part, to help us provide a better service to you. For example, this information may include the availability of rewards points that may be available to use for your transaction, and other Card-related benefits that may be relevant to the transaction you are trying to make with your Payment Profile. Mastercard presents this information as-is, as received from the issuer of your Card. If you have questions about your Card-related information that you see in connection with using your Payment Profile, please contact your Card issuer.
We may take steps to update certain information about your Card (e.g., Card number and expiration date) using information and third party sources available to us, without any action on your part. If you do not want us to update your Card information, you may remove that Card from your Payment Profile. If we update your payment method, we will keep any preference setting attached to such payment method.
All of the information in your Payment Profile are collectively referred to in these Terms as your “Payment Information.”
You must use only valid email addresses and phone numbers owned or controlled by you. When you store a Card in your Payment Profile, you are representing and warranting that you are a valid holder or authorized user of that Card.
You are solely responsible for maintaining up-to-date and accurate information in your Payment Profile, including all Payment Information. Mastercard has no responsibility for the authenticity, validity, accuracy, or completeness of the Payment Information that Mastercard transmits on your behalf.
Mastercard recognizes the importance of respecting your privacy. The Privacy Notice provides a description of how Mastercard collects, uses, shares, and protects your personal information in connection with your Payment Profile, as well as the choices and access rights you have in regard to your personal information.
Protecting Your Information
You are responsible for maintaining adequate security and control of any and all emails, passwords, telephone numbers, personal identification numbers, or any other codes that you use to access your Payment Profile. In addition, you are responsible for maintaining adequate security and control of all devices that you use to access your Payment Profile through the use of passwords, PINs, biometrics or other appropriate authentication methods.
You are responsible for all activities that occur through or by usage of your Payment Profile, including the activities of others (whether or not the activities are authorized). You must immediately notify Mastercard of unauthorized access to or use of your Payment Profile. Neither Mastercard nor its agents will be liable for any loss or damages of any kind that may arise as a result of the unauthorized access to or use of your Payment Profile or any Payment Information (with or without your knowledge), except to the extent the foregoing limitation is prohibited under applicable law.
Your Payment Profile may be used to help you transact with merchants or make payments with your Card in different ways.
You can access your Payment Profile to check out with merchants who accept Mastercard through an industry standard e-commerce acceptance interface called Secure Remote Commerce. This includes, for example:
In these instances, when you click or tap on the “Confirm” (or similar) button within your Payment Profile, Mastercard will transmit your selected Payment Information to the merchant.
Each transaction that you make using a Card in your Payment Profile is a contractual relationship directly between you and the merchant, and the merchant’s terms and conditions will govern all aspects of that transaction and the merchant’s use of your Payment Information. Mastercard is not involved in processing your transaction and has no liability to you or the merchant with respect to the transaction.
Your agreement with a merchant or other third party may allow that party to store information provided by you from your Payment Profile, or to connect with Mastercard to receive certain Payment Information (e.g., Card number or a token, and the expiration date), or to validate or receive other Payment Information in your Payment Profile.
In these instances, the third parties’ access to and usage of such information is subject to your agreement with the third party, and the third party’s terms and conditions will govern its usage of your information. Mastercard has no liability to you or the third party with respect to the third party’s access to, or usage of, your information.
If you have questions or concerns regarding a third party’s access to any information pursuant to your agreement with that party, please contact that party for information.
Other Mastercard Roles
If you request registration of a non-Mastercard card with Mastercard’s secure remote commerce (“SRC”) system (“Mastercard SRC”), Mastercard may transmit your personal information to the SRC System of that card’s payment network (or an entity acting on its behalf). You hereby consent to said transmission and agree that you will not hold Mastercard liable for any harm or loss resulting directly or indirectly therefrom.
When you repeat an SRC checkout with any merchant that accepts Mastercard SRC (“SRC Merchant”), you will be able to view your Cards and designate which should be used for the transaction. You may also be able to securely save your default Card and payment method directly with Mastercard SRC Merchants that offer that feature. After the Mastercard SRC Merchant (or the entity acting on its behalf) receives your Payment Information, it will then submit the transaction for processing.
Use of Your Payment Information
You are solely responsible for ensuring your use of Mastercard SRC complies with the terms and conditions that govern your Cards that you store in and use through your Payment Profile. You are also responsible for all charges or debits to your Cards that result from transactions made using your Payment Information, and any fees that the issuers of your Cards may charge in connection with the transactions. You are solely responsible for reporting and paying any applicable taxes arising from transactions originated using your Payment Information and you will comply with any and all applicable tax laws in connection with these transactions.
Mastercard is not a bank or a money services business as defined by the United States Department of Treasury and does not offer those services. Mastercard does not issue Cards of any kind. Any and all questions or issues regarding any of your Cards should be directed to the bank or financial institution that issued your Card and not to Mastercard. MASTERCARD MAKES NO REPRESENTATIONS THAT YOUR CARDS ARE VALID OR IN GOOD STANDING OR THAT THE PARTIES WHO ISSUED YOUR CARDS WILL APPROVE OR HONOR YOUR REQUESTED TRANSACTIONS.
Resolution of Transaction Issues
If you have any concerns with respect to any transaction made using your Payment Profile, you must contact the merchant with which you entered into that transaction. You may also have certain rights and protections under your agreement with the bank or financial institution that issued your Card or under applicable law with respect to the charges for transactions made to your registered Cards. Consult your agreement with your Card issuer for details and applicable laws.
Grant of License from Mastercard
Mastercard License. So long as you comply with these Terms, Mastercard grants you a limited, non-exclusive, as-is, revocable, non-transferable license, without right of sublicense, to use your Payment Profile solely for the purpose of storing and transmitting your Payment Information to merchants who accept Mastercard through an industry standard e-commerce acceptance interface called Secure Remote Commerce.
Prohibited Conduct. You must not use your Payment Profile for any other purpose and must not:
Compliance with Law. You must comply with all applicable international, federal, state, and local laws, rules, regulations, directives, and governmental requirements relating to your use of your Payment Profile and Mastercard’s services and systems used in connection with your Payment Profile. Mastercard may, in its sole discretion, accept or reject your request to register a Payment Profile and may disable or otherwise suspend access to your Payment Profile or to any Payment Information within your Payment Profile at any time for any reason or no reason whatsoever, including if Mastercard suspects fraud or illegal, unauthorized or improper conduct.
Grant of License from You
Mastercard does not claim ownership of the content that you provide, upload, submit or send to Mastercard. When you provide content to Mastercard (including in your Payment Profile), you grant Mastercard (and parties that we work with) a non-exclusive, irrevocable, royalty-free, transferable, and worldwide license to store, reproduce, modify, create derivative works and otherwise use your content and associated intellectual property and publicity rights to help us improve, operate and promote our current services and systems, and to develop new ones. Mastercard will not compensate you for any of your content. You acknowledge that Mastercard’s use of your content will not infringe any intellectual property or publicity rights. Further, you acknowledge and warrant that you own or otherwise control all of the rights of the content you provide, and you agree to waive your moral rights and promise not to assert such rights against Mastercard.
Text Messages and Carrier Fees
Text Messages. In some instances (e.g., Payment Profile modification), Mastercard may send a code to your mobile phone for verification purposes. You expressly agree and consent to receive those text messages. Your standard messaging, airtime, and data rates will apply.
Messages May be Delayed. If your mobile phone is off, out of range, or subject to a variety of other conditions, you may not receive all messages or messages may be delayed. Cellular and other wireless transmission services and networks are inherently insecure and subject to service disruptions, weak or dropped signals, and other failures over which Mastercard has no control. MASTERCARD ASSUMES NO RESPONSIBILITY OR LIABILITY FOR ANY DELAYS OR FAILURE TO RECEIVE TEXT MESSAGES OR OTHER MOBILE-BASED INFORMATION OR ANY SECURITY BREACHES RELATED TO ANY OF THE FOREGOING.
Carrier Fees. You are responsible for any fees and penalties charged by your telecommunications provider or any other third party in connection with your use of Mastercard SRC on your mobile device.
Fees and Charges
While Mastercard currently makes Mastercard’s services and systems used in connection with your Payment Profile available free of charge to you, Mastercard may in the future charge for these products and services (or any additional features or functionality) at any time, in its sole discretion, and will notify you in advance of such future charges to the extent required under applicable laws. Mastercard may also discontinue, modify, or change Mastercard’s services and systems (including Mastercard’s services and systems used in connection with your Payment Profile) at any time and will notify you in advance of such discontinuance, modification, or change to the extent required under applicable laws. These changes may require you to update your Payment Information or other information related to your Payment Profile in order to continue using including Mastercard’s services and systems. Mastercard will not have any liability or obligation to you with regard to any modifications or changes it makes to Mastercard’s services or systems (including Mastercard’s products and services used in connection with your Payment Profile).
Modifications to Our Service and to These Terms
Mastercard may, in its sole discretion, modify, update, discontinue, suspend, or otherwise change, temporarily or permanently, any or all aspects of Mastercard SRC with or without notice to you. You agree that Mastercard shall not be liable to you or any third party for taking these actions, and your continued use of Mastercard SRC following any such change(s) will be construed to be your acceptance of such change(s).
Mastercard reserves the right, in its sole discretion at any time and from time-to-time, to change these Terms or provide other disclosures or notices regarding your Payment Profile (including Mastercard’s services and systems used in connection with your Payment Profile) by delivering them to you through your Payment Profile account and emailing them to you at the email address associated with your Payment Profile. If you do not agree with any aspect of these Terms at any time you must not use Mastercard SRC.
If you are an existing Mastercard SRC user, non-material changes we make to these Terms will become effective immediately upon publication of the updated Terms. To the fullest extent permitted under applicable law, your continued use of Mastercard SRC after we publish any such changes will constitute your acceptance of the updated Terms. If we make a change to these Terms that materially modifies your rights or obligations, you will be required to affirmatively accept the modified Terms before continuing to use the Service. Note that any changes made to these Terms for legal reasons will become effective immediately upon publication. You should review these Terms often. You may access the current copy of the Terms at any time, and can determine when the Terms were last modified by checking the date at the top of these Terms
From time to time, Mastercard may ask you for (or you may independently provide Mastercard with) your feedback, suggestions, comments, or ideas (collectively “Feedback”) on Mastercard’s services and systems used in connection with your Payment Profile or other Mastercard products or services but you are not required to provide us with any Feedback. You agree that Mastercard may use and exploit all Feedback you provide for any purpose without obligation of any kind and without any obligation of confidentiality, attribution, accounting, compensation, or other duty to account to you.
Intellectual Property Ownership and Rights
As between you and Mastercard, Mastercard owns and retains all right, title, and interests, including all intellectual property rights, in and to (a) Mastercard’s systems and services; and (b) your Payment Profile (but not the content you provide to Mastercard) (collectively, “Mastercard Property”). Mastercard, its licensors, or third party partners own and retain all right, title, and interest in all names, trade names, trademarks, service marks, slogans, logos, domain names, or other indicia of Mastercard or its licensors or third party partners used in connection with Mastercard’s systems and services or a Card (“Trademarks”). You have no right to use any Trademark in any manner without the advance written permission of the owner of that Trademark.
Using your Payment Profile or other Mastercard systems and services does not give you ownership of any intellectual property rights in the Mastercard Property. Mastercard reserves all rights in the Mastercard Property and Trademarks not expressly granted to you in these Terms.
Products and Services Offered by Merchants
Each purchase using a Card stored in your Payment Profile of a product or service offered by a merchant is subject to that merchant’s specific terms and conditions, which may be set forth in the full description of the product or service and is a contractual relationship directly between you and the merchant. The inclusion of a merchant’s products or services in any product, service, or technology that allows or requires you to checkout with your Payment Profile does not constitute any approval, endorsement, or warranty by Mastercard of the products or services or of the merchant offering them.
Third Party Content
You represent and covenant that (a) the information you provide to Mastercard in connection with your registration for a Payment Profile is true and correct and you will keep it accurate and up-to-date at all times; (b) you are the valid holder or authorized user of each Card that you store in your Payment Profile; and (c) you will comply with these Terms and all applicable local, state, federal, and international laws, rules, and regulations in connection with your use of your Payment Profile and other Mastercard services and systems.
You represent and warrant that you are: (i) at least 18 years of age (or the minimum age in your jurisdiction for entering into a binding contract), (ii) capable of entering into a legally binding agreement, and (iii) a legal resident of one of the countries where Mastercard SRC is implemented.
To the fullest extent permitted by law, you agree to indemnify and hold harmless Mastercard and its business partners, and its and their officers, directors, employees, representatives and affiliates (the “Indemnified Parties”), from and against any and all claims, liabilities, damages (actual and consequential), losses, fines, and expenses (including legal and other professional fees and costs of investigation) arising from or in any way related to (a) your use of Mastercard’s services and systems, including your Payment Profile in a manner not authorized by these Terms; (b) your (or anyone using your Payment Profile’s) breach of these Terms or applicable law; (c) your negligence or wilful misconduct; (d) any dispute between you and a third party, including any merchant or financial institutions; or (e) your violation of any third party’s rights, including any intellectual property rights.
Disclaimer of Warranties
General Disclaimer. MASTERCARD’S SERVICES AND SYSTEMS, INCLUDING YOUR PAYMENT PROFILE, ARE PROVIDED “AS IS,” “AS AVAILABLE,” AND WITH ALL FAULTS. THE INDEMNIFIED PARTIES DISCLAIM ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING ANY WARRANTIES OF MERCHANTABILITY, QUALITY OF INFORMATION, QUIET ENJOYMENT, NON-INFRINGEMENT, TITLE, OR FITNESS FOR A PARTICULAR PURPOSE. MASTERCARD DOES NOT WARRANT THAT THE INFORMATION CONTAINED IN MASTERCARD’S SERVICES AND SYSTEMS (INCLUDING ANY INFORMATION RELATED TO A MERCHANTS’ PRODUCTS OR SERVICES) OR IN ANY THIRD PARTY Content, WILL BE ACCURATE OR COMPLETE, OR THAT MASTERCARD’S SERVICES AND SYSTEMS OR ANY THIRD PARTY Content WILL BE ERROR FREE, continuous or UNINTERRUPTED, FREE FROM SPYWARE, MALWARE, ADWARE, VIRUSES, WORMS, OR OTHER MALICIOUS CODE, OR WILL FUNCTION TO MEET YOUR REQUIREMENTS. MASTERCARD DOES NOT WARRANT THAT MASTERCARD’S SERVICES AND SYSTEMS WILL WORK WITH YOUR OPERATING SYSTEMS, OR WITH ANY OTHER SOFTWARE INSTALLED ON YOUR COMPUTERS OR MOBILE DEVICES. INFORMATION OBTAINED BY YOU FROM MASTERCARD WILL NOT CREATE ANY WARRANTIES. YOU ASSUME ALL RISKS ASSOCIATED WITH YOUR USE OF MASTERCARD’S SERVICES AND SYSTEMS, INCLUDING YOUR PAYMENT PROFILE. IT IS YOUR SOLE RESPONSIBILITY TO DETERMINE WHETHER MASTERCARD SERVICES AND SYSTEMS ARE SUITABLE AND ADEQUATE FOR YOUR NEEDS.
Disclaimer Regarding Transactions. YOU SPECIFICALLY ACKNOWLEDGE AND AGREE THAT MASTERCARD DOES NOT HAVE ANY CONTROL OVER YOUR TRANSACTIONS USING YOUR PAYMENT INFORMATION, AND MASTERCARD CANNOT ENSURE THAT ALL TRANSACTIONS WILL BE COMPLETED OR THAT THE BANK (OR OTHER ISSUER) WHO HAS ISSUED YOUR CARD WILL AUTHORIZE THE TRANSACTIONS THAT YOU INITIATE.
Disclaimer Regarding Payment Profile. YOU ACKNOWLEDGE AND AGREE THAT THE PAYMENT PROFILE SERVICE IS AVAILABLE ONLY IN CERTAIN MARKETS AND YOU MAY NOT BE ABLE TO CREATE A PAYMENT PROFILE, ACCESS YOUR PAYMENT PROFILE, OR COMPLETE A TRANSACTION USING YOUR PAYMENT PROFILE, DEPENDING ON, AMONG OTHER THINGS, THE LOCATION OF THE MERCHANT AND THE COUNTRY OF YOUR CARD’S ISSUANCE. FURTHERMORE, YOU ACKNOWLEDGE AND AGREE THAT not ALL MASTERCARD SERVICES AND SYSTEMS (INCluding the features described in these Terms and other descriptions of the Payment Profile service) may be available at all times or in all uses of your Payment Profile, and may depend on, among other thinGs, THE LOCATION and capabilities OF THE MERCHANT AND YOUR CARD’S ISSUer.
Third Party Systems. mastercard src interacts with third party systems that are independent of mastercard and not owned or controlled by mastercard. you acknowledge and agree that mastercard shall not be liable for any loss, damage or other harm resulting directly or indirectly from any security breach or other issue relating to a third party system.
Applicable Laws. IN THOSE JURISDICTIONS where a part of the foregoing DISCLAIMERS may be limited or inapplicable under applicable law, THE FOREGOING DISCLAIMERS APPLY TO THE maximum EXTENT PERMITTED UNDER LAW.
Limitation of Liability
Limitation. REGARDLESS OF WHETHER ANY REMEDY IN THESE TERMS FAILS ITS ESSENTIAL PURPOSE OR OTHERWISE, THE INDEMNIFIED PARTIES ARE NOT AND WILL NOT BE LIABLE TO YOU FOR ANY DIRECT, INDIRECT, SPECIAL, PUNITIVE, EXEMPLARY, CONSEQUENTIAL, OR ANY OTHER DAMAGES WHATSOEVER, INCLUDING ANY PERSONAL INJURY, PROPERTY DAMAGE, LOSS OF USE, LOSS OF BUSINESS, ECONOMIC LOSS, LOSS OF DATA, OR LOSS OF PROFITS, WITHOUT REGARD TO THE FORM OF ACTION (INCLUDING CONTRACT, NEGLIGENCE, OR OTHER TORTIOUS ACTIONS) ARISING OUT OF OR IN CONNECTION WITH (A) THESE TERMS; (B) MASTERCARD SERVICES AND SYSTEMS (INCLUDING YOUR PAYMENT PROFILE); (C) ANY INTERRUPTION IN SERVICE RELATED TO SERVICES AND SYSTEMS; (D) ANY CARD, OR THIRD PARTY Content; (E) ANY PRODUCT OR SERVICE OBTAINED THROUGH A TRANSACTION USING your PAYMENT INFORMATION; (F) THE ACTIONS OR INACTIONS OF ANY MERCHANT; (G) YOUR USE OF YOUR MOBILE DEVICE, INCLUDING ANY LACK OF ATTENTION TO YOUR SURROUNDINGS RESULTING FROM SUCH USE; OR (H) THE UNAUTHORIZED ACCESS BY ANY PARTY TO MASTERCARD’S SERVICES AND SYSTEMS (including your Payment Profile), INCLUDING PERSONAL DATA, EVEN IF ANY OF THE INDEMNIFIED PARTIES HAS BEEN ADVISED OF THE POSSIBILITY OF THOSE DAMAGES. YOU WAIVE ANY AND ALL CLAIMS, NOW KNOWN OR LATER DISCOVERED, THAT YOU MAY HAVE AGAINST THE INDEMNIFIED PARTIES ARISING OUT OF YOUR USE OF MASTERCARD SRC, YOUR MOBILE DEVICE OR THESE TERMS. WITHOUT LIMITING THE FOREGOING, MASTERCARD IS NOT RESPONSIBLE FOR ANY ERRORS IN ANY DESCRIPTIONS OF PRODUCTS OR SERVICES OFFERED BY MERCHANTS OR ANY MOBILE CARRIER FEES OR PENALTIES OR CARD ACCOUNT FEES OR PENALTIES THAT YOU INCUR AS A RESULT OF YOUR USE OF MASTERCARD services and systems, INCLUDING ANY FEES AND PENALTIES THAT MAY RESULT FROM TRANSACTION REVERSALS.
Cap on Liability. NOTWITHSTANDING THE FOREGOING, THE INDEMNIFIED PARTIES’ TOTAL LIABILITY TO YOU FOR ALL DAMAGES, LOSSES, AND CAUSES OF ACTION, WHETHER IN CONTRACT, TORT (INCLUDING NEGLIGENCE), OR OTHERWISE WILL NOT, UNDER ANY CIRCUMSTANCES, EXCEED ONE HUNDRED U.S DOLLARS (US $100).
Applicable Laws. IN THOSE JURISDICTIONS where a part of the foregoing limitations may be limited or inapplicable under applicable law, THE FOREGOING LIMITATIONS AND EXCLUSIONS APPLY TO THE maximum EXTENT PERMITTED UNDER LAW.
Term and Termination. Mastercard may suspend or terminate your use of Mastercard services and systems, your access to your Payment Profile, or your access or use of any Payment Information in your Payment Profile, at any time from time to time, with or without cause, and without notice, including in the event Mastercard believes (a) your contact information is not up-to-date or you do not respond to communications directed to you; (b) the information you have provided to obtain your Payment Profile is false, inaccurate, not current, or incomplete; (c) you are engaged in illegal activity; (d) you have breached any of these Terms; or (e) your Payment Profile has been inactive for more than thirteen (13) months. You may terminate these Terms with respect to your Payment Profile or for any reason or no reason at all, at your convenience, by deleting your Payment Profile and ceasing all use of related Mastercard services and systems.
Effect of Termination. Upon termination of these Terms for any reason, the rights and licenses granted to you with respect to Mastercard will immediately terminate and you will have to immediately cease all use of your Payment Profile and related Mastercard services and systems. The terms, conditions, and warranties contained in these Terms that by their nature and context are intended to survive the termination of these Terms will survive, including, without limitation, the following sections:
Mastercard will have no liability to you for any damages, loss of profits or other claims arising from the termination or suspension of your access to your Payment Profile and related Mastercard services and systems.
Please go to the “Support” or “Help” section in your Payment Profile account if you have any questions or difficulties using your Payment Profile.
Unless provided otherwise by Mastercard, all notices required from you under these Terms must be sent to the addresses specified by Mastercard from time to time, in its sole discretion. You consent to receiving certain electronic communications from us as further described in the Privacy Notice. Please read our Privacy Notice to learn more about our electronic communications practices. You agree that any notices, agreements, disclosures, or other communications that we send to you electronically will satisfy any legal communication requirements, including that those communications be in writing.
These Terms constitute the entire agreement between you and Mastercard with regard to their subject matter.
Relationship of the Parties
Mastercard Third Party Beneficiaries
You acknowledge and agree that each affiliate and subsidiary of Mastercard is a third party beneficiary to these Terms and that Mastercard’s affiliates and subsidiaries are entitled to directly enforce, and rely upon, any provision of these Terms which confers a benefit on (or provides rights in favor of) them. No other person or company is a third party beneficiary to these Terms.
These Terms are governed by the laws of the State of New York without giving effect to any choice of law or conflict of law provision or rule that would cause the application of the laws of any jurisdiction other than the State of New York. If this “Governing Law” is declared null and void in its entirety, then you and Mastercard agree to submit to the personal and exclusive jurisdiction of the state courts and federal courts located within Westchester County, New York for the purpose of litigating any dispute.
Dispute Resolution and Arbitration
Generally. In the interest of resolving disputes between you and Mastercard in the most expedient and cost effective manner, you and Mastercard agree that every dispute arising in connection with these Terms will be resolved by binding arbitration (except as set forth in the following paragraph). Arbitration is less formal than a lawsuit in court. Arbitration uses a neutral arbitrator instead of a judge or jury, may allow for more limited discovery than in court, and can be subject to very limited review by courts. Arbitrators can award the same damages and relief that a court can award. This agreement to arbitrate disputes includes all claims arising out of or relating to any aspect of these Terms, whether based in contract, tort, statute, fraud, misrepresentation, or any other legal theory, and regardless of whether a claim arises during or after the termination of these Terms. YOU UNDERSTAND AND AGREE THAT, BY ENTERING INTO THESE TERMS, YOU AND MASTERCARD ARE EACH WAIVING THE RIGHT TO A TRIAL BY JURY OR TO PARTICIPATE IN A CLASS ACTION.
Exceptions. Nothing in these Terms will be deemed to waive, preclude, or otherwise limit the right of either party to: (a) bring an individual action in small claims court; (b) pursue an enforcement action through the applicable federal, state, or local agency if that action is available; (c) seek injunctive relief in a court of law; or (d) to file suit in a court of law to address an intellectual property infringement claim.
Arbitration. Any arbitration between you and Mastercard will be settled under the U.S. Federal Arbitration Act, and governed by the Commercial Dispute Resolution Procedures and the Supplementary Procedures for Consumer Related Disputes (collectively, “AAA Rules”) of the American Arbitration Association (“AAA”), as modified by these Terms, and will be administered by the AAA. The AAA Rules and filing forms are available online at www.adr.org, by calling the AAA at 1-800-778-7879, or by contacting Mastercard.
Notice; Process. A party who intends to seek arbitration must first send a written notice of the dispute to the other party by certified U.S. Mail or by Federal Express (signature required) or, only if such other party has not provided a current physical address, then by electronic mail (“Notice”). Mastercard's address for Notice is: Mastercard International Incorporated, 2000 Purchase Street, Purchase, NY 10577. The Notice must: (a) describe the nature and basis of the claim or dispute; and (b) set forth the specific relief sought (“Demand”). The parties will make good faith efforts to resolve the claim directly, but if the parties do not reach an agreement to do so within thirty (30) days after the Notice is received, you or Mastercard may commence an arbitration proceeding. During the arbitration, the amount of any settlement offer made by you or Mastercard must not be disclosed to the arbitrator until after the arbitrator makes a final decision and award, if any. If the dispute is finally resolved through arbitration in your favor, Mastercard will pay you the highest of the following: (i) the amount awarded by the arbitrator, if any; (ii) the last written settlement amount offered by Mastercard in settlement of the dispute prior to the arbitrator’s award; or (iii) one thousand U.S. dollars (US $1,000).
Fees. If you commence arbitration in accordance with these Terms, Mastercard will reimburse you for your payment of the filing fee, unless your claim is for more than ten thousand U.S. dollars (US $10,000), in which case the payment of any fees will be decided by the AAA Rules. Any arbitration hearing will take place at a location to be agreed upon in Westchester County, New York, but if the claim is for ten thousand U.S. dollars (US $10,000) or less, you may choose whether the arbitration will be conducted: (a) solely on the basis of documents submitted to the arbitrator; (b) through a non-appearance based telephone hearing; or (c) by an in-person hearing as established by the AAA Rules in the county (or parish) of your billing address. If the arbitrator finds that either the substance of your claim or the relief sought in the Demand is frivolous or brought for an improper purpose (as measured by the standards set forth in U.S. Federal Rule of Civil Procedure 11(b)), then the payment of all fees will be governed by the AAA Rules. In that case, you agree to reimburse Mastercard for all monies previously disbursed by it that are otherwise your obligation to pay under the AAA Rules. Regardless of the manner in which the arbitration is conducted, the arbitrator must issue a reasoned written decision sufficient to explain the essential findings and conclusions on which the decision and award, if any, are based. The arbitrator may make rulings and resolve disputes as to the payment and reimbursement of fees or expenses at any time during the proceeding and upon request from either party made within fourteen (14) days of the arbitrator’s ruling on the merits.
No Class Actions. YOU AND MASTERCARD AGREE THAT EACH MAY BRING CLAIMS AGAINST THE OTHER ONLY IN YOUR OR ITS INDIVIDUAL CAPACITY AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS OR REPRESENTATIVE PROCEEDING. Further, unless both you and Mastercard agree otherwise, the arbitrator may not consolidate more than one person’s claims, and may not otherwise preside over any form of a representative or class proceeding.
Modifications to this Arbitration Provision. If Mastercard makes any future change to this arbitration provision, other than a change to Mastercard's address for Notice, you may reject the change by sending us written notice within thirty (30) days of the change to Mastercard's address for Notice, in which case your account with Mastercard will be immediately terminated and this arbitration provision, as in effect immediately prior to the changes you rejected will survive.
Enforceability. If the “No Class Actions” provision is found to be unenforceable, or if the entirety of this ”Dispute Resolution and Arbitration” section is found to be unenforceable, then the entirety of this section will be null and void and, in that case, the parties agree that the exclusive jurisdiction and venue described under ”Governing Law” will govern any action arising out of or related to these Terms.
Mastercard’s failure or delay to exercise or enforce any right or provision of these Terms or any rights under applicable law will not constitute a waiver of any of those provisions or rights. If any provision of these Terms is found by an arbitrator or a court of competent jurisdiction to be invalid, the parties agree that the arbitrator or court will endeavour to give effect to the parties’ intentions as reflected in the provision, and the other provisions of these Terms will remain in full force and effect.
The section headings in these Terms are for convenience only and have no legal or contractual effect. For purposes of these Terms, (a) the words “include,” “includes” and “including” will be deemed to be followed by the words “without limitation”; (b) the words “such as”, “for example” “e.g.” and any derivatives of those words will mean by way of example and the items that follow these words will not be deemed an exhaustive list; (c) the word “or” is used in the inclusive sense of “and/or” and the terms “or,” “any,” and “either” are not exclusive; and (d) the singular includes the plural and the plural includes the singular. No ambiguity will be construed against any party based on a claim that the party drafted the language.
You may not assign or transfer your rights or obligations under these Terms. Any purported transfer or assignment in violation of the foregoing will be invalid.
Mastercard will not be liable for any delay or failure to perform its obligations hereunder resulting from any cause beyond its reasonable control, including without limitation, telecommunications, power or utility failures.