MasterCard StartPath™ is a program developed by MasterCard International Incorporated (“MasterCard”) aimed at directly engaging with early stage companies in a variety of ways (“Start Path”).

These Start Path Terms of Use (“User TOU”) and the Start Path Privacy Notice (the “Privacy Notice”) are a legal agreement between you and MasterCard.  By ACCESSING AND USING THE START PATH WEBSITE YOU AGREE TO ALL OF THE TERMS AND CONDITIONS IN THESE USER TOU and THE Privacy Notice, and ALL OTHER RULES, POLICIES AND PROCEDURES RELATING TO Start Path THAT MasterCard may PUBLISH OR COMMUNICATE TO YOU FROM TIME TO TIME IN ACCORDANCE WITH THESE USER TOU, IN EACH CASE WITHOUT LIMITATION OR QUALIFICATION.

“You” (and all derivations thereof) means you individually, and if you are accepting these User TOU on behalf of a company or other legal entity, that legal entity.  You represent and warrant that you are a legal resident of the jurisdiction in which you reside and, if you are entering into these User TOU on behalf of a company or other legal entity, you have the authority to bind such legal entity, and that such legal entity is authorized to conduct business by the state(s) and/or other jurisdiction(s) in which you operate.  IF YOU DO NOT AGREE TO THESE USER TOU, YOU MUST NOT ACCESS or use THE START PATH WEBSITE.

1. Start Path Services. Through this website, you will have the opportunity to apply to participate in Start Path programs, access to a variety of resources, including developer tools, download areas, communication forums, and product information (collectively “Services”). Each Start Path program will be subject to the terms, FAQs and other information as may be provided to you from time to time (collectively, “Program Terms”). There is no guarantee that you will be selected to participate in any Start Path program if you apply. Should your or your company be selected as a participant in any Start Path program, you (and your company, if applicable) may be asked to grant, or your participation may be conditioned upon your granting, certain rights to MasterCard, as further described in the relevant Program Terms and the program documents you will be asked to complete if you (or your company) is selected.

2.Protecting Your Account Information. If any of the Services requires you to open an account, you are responsible for keeping your password secure and for all activities that occur through your account, including the activities of others and regardless of whether such activities are authorized. You agree to immediately notify MasterCard of any breach or unauthorized use of your account.  MasterCard reserves the right to require you to change your password(s) if MasterCard believes your password(s) is (are) no longer secure. 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 use of your account, either with or without your knowledge; however, you may be held liable for any losses incurred by MasterCard or another party due to someone else using your account.

3. Accurate Information. You are solely responsible for maintaining up-to-date and accurate information pertaining to your  account.

4. Grant of License. So long as you comply with these User TOU, MasterCard grants you a limited, nonexclusive, as-is, revocable, nontransferable license, without right of sublicense, to use the Services solely for the purpose of getting information about Start Path and applying to participate in the applicable Services.  You may not use the Services for any other purpose and may not, or allow any other party to:

· reverse engineer, disassemble, reconstruct, or decompile any object code relating to the Services (except to the extent you are expressly permitted by law to do so);

· gain access to or use MasterCard’s services or systems, or Start Path Services, other than as permitted hereunder, or damage, disrupt, or impede the operation of MasterCard’s services or systems;

· use the Services  in connection with any fraudulent or illegal conduct, transaction or business, as determined by MasterCard in its sole discretion;

· register for an account or submit an application to any Start Path program by automated means or under false or fraudulent pretenses;

· circumvent or modify any security mechanism used by or on behalf of MasterCard;

· use or launch any automated system, including without limitation, “robots,” “spiders,” or “offline readers,” to access the Services in a manner that sends more request messages to MasterCard’s servers in a given period of time than a human can reasonably produce in the same period by using a conventional on-line web browser;

· rent, lease, loan, trade, sell/re-sell or otherwise charge any party for access to the Services

· transmit any viruses, worms, defects, Trojan horses, or any programming of a destructive nature.

You shall comply with all applicable international, federal, state, and local laws, rules, regulations, directives and governmental requirements relating to your use of the Services or your sale of products and services. MasterCard may, in its sole discretion, accept or reject your request to use the Services and may disable or otherwise suspend access to the Services at any time for any reason or no reason whatsoever, including without limitation, if MasterCard suspects fraud or illegal, unauthorized or improper conduct.

5. Prohibited Businesses and Activities.  You may not use the Services or apply to participate in any Start Path programs if you are engaged in, or in connection with, any of the following businesses and activities:

a. Illegal Activities

· The sale of any good or service that violates any applicable law or regulation.

b. Certain Adult Oriented Products and Services

· Child pornography (in all media types such as Internet, phone, and printed materials).

· Any depiction of forcible sex or bestiality is prohibited.

c. Illegal Drugs

· The sale of illegal pharmaceuticals, illegal drugs and/or drug paraphernalia.

d. Counterfeit Goods

· The sale or marketing of any counterfeit good.

e. Gambling Businesses

· Illegal online gambling, lotteries (including sale of lottery tickets), games of chance (including sweepstakes and raffles), sports forecasting, or odds-making.

f. Money Making (“Get Rich”) Businesses

· Including information guides, warranty fees, mortgage reduction services, and any product or service where a prize is guaranteed, marketing media is unavailable, premiums/incentives are offered, promises of future guaranteed results are made, or any rebate or reward program.

g. Tobacco Products

· Any activity violating applicable laws or industry regulations regarding the sale of tobacco products

MasterCard may modify the above list of prohibited businesses and activities at any time. MasterCard will immediately terminate your use of the Services if you engage in any of the above businesses or activities or any other illegal or inappropriate activity in connection with your use of the Services, as determined by MasterCard in its sole discretion, and reserves the right to take any other corrective action MasterCard deems appropriate.

6. Modifications to Start Path. While MasterCard currently makes the Services and the Start Path website available free of charge, MasterCard may in the future charge for the Services (or additional features or functionality) at any time, in its sole discretion. MasterCard may also discontinue, modify, or change the Services or MasterCard’s services and systems at any time.  Such changes may require you to update your contact information or other information related to your  account in order to continue using the Services.  MasterCard will have no liability or obligation to you with regard to any modifications or changes it makes to the Services or MasterCard’s services or systems.

7. Additional Products and Services. From time to time, MasterCard may contact you regarding additional MasterCard products and services that it believes may be useful to you in your business. If you do not wish to receive these messages, you may opt out by following the instructions you can find here.

8. Third Party Sites. Start Path may contain third party content and links to third party sites that are completely independent of the Services and not owned or controlled by MasterCard (“Third Party Sites”). Links to Third Party Sites are included solely for the convenience of users and do not constitute any approval, endorsement or warranty by MasterCard.  Moreover, MasterCard is not responsible for the content, security, operation, or use of any Third Party Sites or the products or services that may be offered or obtained through them or for the accuracy, completeness, or reliability of any information obtained from a Third Party Site.  When you click on a link to a Third Party Site, you will leave the Services.  Any information you submit after you leave the Services will not be collected or controlled by MasterCard.  It will be subject to the privacy notice or terms of use applicable to the Third Party Site.  It is your responsibility to review those policies before submitted your information to the Third Party Site and you provide your information to Third Party Sites at your own risk.  You expressly relieve MASTERCARD from any and all loss, damages or other liabilities you incur as a result of your ACCESS TO OR use of any THIRD PARTY SITE.

9. Personal Data and Data Security.

a. MasterCard’s Obligations. MasterCard shall use commercially reasonable efforts to protect the security of all personally identifiable information relating to you (“Personal Data”), in MasterCard’s possession or control.  However, you acknowledge that MasterCard is unable to ensure that unauthorized third parties shall not be able to circumvent MasterCard’s protections and gain access to that Personal Data.

b. Your Obligations.

1. You shall be solely responsible for the security of your website and your online store (as applicable), including all content contained in your website and any online store and all Personal Data you collect from your customers. You shall comply with all applicable international, federal, state, and local laws, rules, regulations, directives and governmental requirements relating to the privacy, confidentiality or security of Personal Data.

2. You represent and warrant to MasterCard that you have obtained all necessary rights and consents under applicable law to allow MasterCard to use and disclose all Personal Data collected by the Services through your registration and any application to a Start Path program.  Without limiting the foregoing, you agree that you will provide your employees, founders and other individuals associated with you, as applicable, with any legally required notices and collect from each of them any legally required consents to enable you to use the Services and apply to and participate in any Start Path programs as contemplated.

c. Privacy. MasterCard recognizes the importance of respecting the privacy of those who visit its websites and use its products and services, including Start Path Services.  The Privacy Notice provides a description of how MasterCard collects, uses, shares and protects personal information in connection with the Services, as well as the choices and access rights you have in regards to such personal information.

10. Ownership and Rights.

a. User Submissions.

1. As a user of the Services and the Start Path website, you may submit your applications for available Start Path programs, including all data, information, videos and supplemental materials (collectively referred to as “User Submissions”).  You will be solely responsible for your own User Submissions and the consequences of submitting them.  In connection with User Submissions, you affirm, represent, and/or warrant that: you own or have the necessary licenses, rights, consents, and permissions to use, and to submit such User Submissions to MasterCard to use as contemplated herein and the applicable Start Path program and Program Terms, without territorial or time limitations and without compensation.  You agree that you will not submit as part of any User Submission any material that is copyrighted, protected by trade secret or otherwise subject to third party proprietary rights, including privacy and publicity rights, unless you are the owner of such rights or have permission from their rightful owner and the necessary consents from any individuals whose personally identifiable information is contained in such material to submit the material and to grant MasterCard all of the rights granted by you herein.

2. You acknowledge and agree that no confidential relationship or obligation of secrecy or confidentiality is established between you and MasterCard regarding the User Submissions, despite any statement or legend to the contrary on the User Submissions and any related materials.

b. Feedback. You may provide feedback, suggestions comments, improvements, and ideas (collectively “Feedback”) to MasterCard but you are not required to do so.  You agree that MasterCard may use and exploit all Feedback for any purpose without obligation of any kind and without any obligation of confidentiality, attribution, accounting, compensation, or other duty to account to you.

c. MasterCard Property.  As between you and MasterCard, MasterCard owns and retains all right, title, and interest, including, without limitation, all intellectual property rights, in and to (i) Start Path, (ii) the Services, (iii) MasterCard’s systems and services, (iv) all names, trade names, trademarks, service marks, slogans, logos, domain names, or other indicia of MasterCard, including without limitation “MasterCard Start Path” and “Commerce.Innovated.TM” (the “MasterCard Brands”); (iv) all Feedback; and (v) all MasterCard Confidential Information, as defined below (collectively, the “MasterCard Property”). MasterCard reserves all rights in the MasterCard Property not expressly granted to you in these User TOU. Without limitation of the foregoing, you have no right to use the MasterCard Brands in any manner except as may be expressly permitted by MasterCard in advance in writing and in accordance with MasterCard’s then-current trademark use guidelines.

d. Usage Data.  MasterCard shall own all right, title and interest in all information it collects with respect to your use of the Services, including without limitation, statistical information and traffic analysis data (“Usage Data”). You agree that MasterCard may use and exploit all Usage Data for any purpose without any obligation to you; provided however, that MasterCard may only disclose Usage Data to third parties so long as the Usage Data is disclosed only in the aggregate and not in a manner so that it is attributable to you or any individual.

e. Program Participant.  During the term of these User TOU, you hereby grant MasterCard the right to list you as a user of the Services or participant in any descriptions of MasterCard programs and services and related press releases, case studies, and other promotional and marketing materials; provided however, that MasterCard has no obligation to do so.

f. Independent Development. These User TOU will not be construed to limit MasterCard’s right to independently develop or acquire similar, or competing products, processes or services as those disclosed or submitted by you to us in connection with any Start Path program or Services, including in User Submissions, provided such development, or acquisition occurs without breach of any obligation of confidentiality MasterCard may have to you under another agreement. You acknowledge that MasterCard engages in the payments business, including without limitation, conducting research, and developing, promoting, and implementing card programs and card product constructs (features, benefits, functionality, use cases, etc.), card processing platforms, payment gateways, digital wallet platforms, rewards and loyalty platforms, and card mapping and provisioning platforms, for its own benefit and for the benefit of its customers.  Further, you acknowledge that MasterCard may in the future develop or purchase products or services related to or similar to the subject matter of User Submissions disclosed or submitted by you to us in connection with any Start Path program or Services, including in User Submissions. Accordingly, to the extent that MasterCard has any obligation of confidentiality to you under another agreement with respect to User Submissions, you agree that MasterCard may use Residuals (as defined below) for any purpose, including use in the acquisition, development, manufacture, promotion, sale, or maintenance of products or services, subject to any obligation of confidentiality MasterCard may have to you under another agreement; provided that this right to Residuals does not represent a license under any of your intellectual property and/or proprietary rights. “Residuals” means information that is retained in the unaided memories of MasterCard’s employees, contractors, advisors, representatives and agents. Memory is unaided if the employee, contractor, advisor, representative or agent has not intentionally memorized the relevant information for the purpose of retaining and subsequently using or disclosing it.

11. Your Warranties. You represent and warrant to MasterCard that (a) the information you provide to MasterCard in connection with your creation of an account, application to participate in any Services and/or use of the Start Path site is true and correct; (b) you will comply with these User TOU and all applicable local, state, federal, and international laws, rules, and regulations; (c) you are not engaged in any activity prohibited by Section 6 (Prohibited Businesses and Activities); (d) you are at least eighteen (18) years of age; (f) you are eligible to register and use the Services and have the right, power, and ability to enter into and perform under these User TOU; and (g) the name under which you have opened your account is the name under which you conduct your business.

12. Indemnification. You agree to indemnify and hold harmless MasterCard and its business partners, employees, representatives and affiliates (the “MasterCard Parties”) from and against any and all claims, liabilities, damages (actual and consequential), losses, fines, and expenses (including, but not limited to, legal and other professional fees and costs of investigation) arising from or in any way related to (a) your use of the Services; (b) your (or anyone using your account’s) breach of these User TOU or applicable law; (c) your activities in connection with your use of your account; (d) your or any of your staff’s or representatives’ negligence or willful misconduct; or (e) your or any of your staff’s or representatives’ violation of any third party’s rights, including, without limitation, claims of intellectual property infringement, breach of privacy or violation of applicable law arising under any of the foregoing clauses.  You may not enter into any stipulated judgment or settlement that purports to bind MasterCard without MasterCard’s prior express written authorization, which will not be unreasonably withheld or delayed.

13. Disclaimer of Warranties; No Warranties. THE SERVICES ARE PROVIDED “AS IS,” “AS AVAILABLE,” AND WITH ALL FAULTS. the MASTERCARD parties DISCLAIM ALL WARRANTIES, EXPRESS AND IMPLIED, INCLUDING, BUT NOT LIMITED TO, ANY WARRANTIES OF MERCHANTABILITY, QUALITY OF INFORMATION, QUIET ENJOYMENT, NON-INFRINGEMENT, TITLE, AND FITNESS FOR A PARTICULAR PURPOSE. the MASTERCARD parties DO NOT WARRANT THAT THE SERVICES or any third party sites WILL BE ERROR FREE, UNINTERRUPTED, FREE FROM SPYWARE, MALWARE, ADWARE, VIRUSES, WORMS, OR OTHER MALICIOUS CODE, OR WILL FUNCTION TO MEET YOUR REQUIREMENTS.  the MASTERCARD parties DO NOT WARRANT THAT THE SERVICES or any third party sites WILL WORK ON YOUR HARDWARE, WITH YOUR OPERATING SYSTEMS, OR WITH ANY OTHER SOFTWARE INSTALLED ON YOUR COMPUTERS. INFORMATION OBTAINED BY YOU FROM any MASTERCARD party WILL NOT CREATE ANY WARRANTIES.  YOU ASSUME ALL RISKS ASSOCIATED WITH YOUR USE OF THE SERVICES. IT IS YOUR SOLE RESPONSIBILITY TO DETERMINE WHETHER is the SERVICES ARE SUITABLE AND ADEQUATE FOR YOUR NEEDS.

14. Limitation of Liability.

REGARDLESS OF WHETHER ANY REMEDY IN THIS AGREEMENT FAILS OF ITS ESSENTIAL PURPOSE OR OTHERWISE, THE MASTERCARD PARTIES ARE NOT AND SHALL NOT BE LIABLE TO YOU FOR ANY DIRECT, INDIRECT, SPECIAL, PUNITIVE, EXEMPLARY, CONSEQUENTIAL, OR ANY OTHER DAMAGES WHATSOEVER, INCLUDING, BUT NOT LIMITED TO, ANY 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, BUT NOT LIMITED TO, CONTRACT, NEGLIGENCE, OR OTHER TORTIOUS ACTIONS) ARISING OUT OF OR IN CONNECTION WITH (A) THESE USER TOU; (B) THE sERVICES, including YOUR USE OF THE SERVICES, PARTICIPATION IN ANY START PATH PROGRAM OR any interruption of service relating to THE SERVICES; (C) ANY THIRD PARTY SITE; OR (D) THE UNAUTHORIZED ACCESS BY ANY PARTY TO MASTERCARD’S SERVICES AND SYSTEMS, INCLUDING PERSONAL DATA; IN EACH CASE EVEN IF ANY OF THE MASTERCARD PARTIES HAVE 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 MASTERCARD PARTIES ARISING OUT OF YOUR USE OF THE SERVICES OR PARTICIPATION IN ANY START PATH PROGRAM, OR THESE USER TOU.

NOTWITHSTANDING THE FOREGOING, THE MASTERCARD PARTIES’ TOTAL LIABILITY TO YOU FOR ALL DAMAGES, LOSSES, AND CAUSES OF ACTION, WHETHER IN CONTRACT, TORT (INCLUDING, BUT NOT LIMITED TO, NEGLIGENCE), OR OTHERWISE SHALL NOT, UNDER ANY CIRCUMSTANCES, EXCEED ONE HUNDRED DOLLARS ($100).

The foregoing limitations and exclusions apply except to the extent expressly precluded by applicable law. IN SUCH JURISDICTIONS, ALL OR A PORTION OF THE ABOVE LIMITATIONS MAY NOT APPLY TO YOU AND the scope and duration of THE masterCARD PARTIES’ warrantIES and the extent of THEIR liability will be the minimum permitted under such applicable law.

15. Confidential Information. “MasterCard Confidential Information” includes those portions of the Services that MasterCard does not make publicly available and all information that (a) gives MasterCard a competitive business advantage, gives MasterCard the opportunity to obtain a competitive business advantage, or the disclosure of which could be detrimental to MasterCard’s interests; or (b) is either (i) marked “Confidential,” “Restricted,” “Proprietary Information,” or other similar marking, (ii) known to be considered confidential and proprietary, (iii) received under circumstances reasonably interpreted as imposing an obligation of confidentiality.  You will treat all MasterCard Confidential Information as strictly confidential and use the same degree of care to prevent disclosure of MasterCard Confidential Information as you would use with respect to your own most confidential and proprietary information and, under no circumstances, less than the care that a reasonable person would take under the circumstances. Except as expressly provided in these User TOU, you may not use or disclose any MasterCard Confidential Information without MasterCard’s prior written consent, except as required by your employees and agents on a need-to-know basis in order to fulfill your obligations under these User TOU; provided that those employees or agents have executed written agreements that are at least as protective of MasterCard’s rights to the MasterCard Confidential Information as those contained in these User TOU. On termination of these User TOU or on MasterCard’s written request at any time, you will destroy or return to MasterCard all MasterCard Confidential Information in your custody or control.  This provision will survive any termination of these User TOU for so long as you have in your possession any MasterCard Confidential Information.

16. Term and Termination.

a. These User TOU will be effective until terminated as provided herein.  MasterCard may suspend or terminate your use of the Services or these User TOU at any time, without cause effective immediately upon notice to you at the email address listed in your account.  Such notice shall be effective as described in Section [20.c]. Without limitation of the foregoing, MasterCard may, in its sole discretion, suspend or revoke your  account at any time if (i) your contact information is not up-to-date or you do not respond to communications directed to you; (ii) the information you have provided to obtain your account is false, inaccurate, not current, or incomplete; (iii) you are engaged in any activity prohibited by Section 5 (Prohibited Businesses and Activities); or (iv) you have breached, or MasterCard reasonably believes you are about to breach, any of these User TOU or any other agreement between you and MasterCard. You may terminate these User TOU for any reason or no reason at all, at your convenience, by sending a written notice to MasterCard at info@startpath.com with the word “terminate” in the subject line and by ceasing all use of Start Path

b. On termination of these User TOU for any reason, the rights and licenses granted to you will immediately terminate.  Upon the termination of these User TOU, you shall immediately cease all use of the Services; and the terms, conditions, and warranties contained in these User TOU that by their nature and context are intended to survive the termination of these User TOU shall survive, including but not limited to, Sections 9 (Personal Data and Data Security), 10 (Ownership and Rights), 11 (Your Warranties), 12 (Indemnification), 13 (Disclaimer of Warranties), 14 (Limitation of Liability), 15 (Confidential Information), 16 (Term and Termination), 17 (Remedies), and 20 (Miscellaneous).  MasterCard shall have no liability to you for any damages, loss of profits or other claims arising from the termination or suspension of your access to the Services.

17. Remedies. You acknowledge and agree that your breach of this Agreement relating to the licenses granted herein and your use of MasterCard Confidential Information may result in irreparable harm and permanent injury to MasterCard for which monetary damages would be an inadequate remedy.  Consequently, you acknowledge and agree that, in such circumstances, MasterCard will be entitled to seek and obtain, without the posting of a bond, in addition to all other remedies available to MasterCard, at law or in equity, immediate injunctive relief to prevent or stop any breach of those provisions.

18. Government Restrictions.

Government Restrictions. With respect to your use of the Services or MasterCard Confidential Information by or on behalf of the federal government, the technical data and software rights related to all of the foregoing provided by MasterCard include only those rights and licenses provided pursuant to these User TOU and are provided in accordance with FAR 12.211 (Technical Data) and FAR 12.212 (Software) and, for Department of Defense transactions, DFAR 252.227-7015 (Technical Data – Commercial Items) and DFAR 227.7202 (Commercial Computer Software or Computer Software Documentation).

19. Additional Terms. In addition to the terms and conditions in these User TOU, your use of the Services and participation in any Start Path program is subject to (a) to the extent you are accepting MasterCard transactions, those portions of the MasterCard Rules and Transaction Processing Rules applicable to Merchants (as such term is defined in the MasterCard Rules), a copy of which is available here; and (b) any other agreements between you and MasterCard relating to other products and services you obtain from MasterCard, all of which are incorporated into these User TOU by reference.  MasterCard may also make additional material available for download or use that may have additional terms and conditions.  All additional terms and conditions are incorporated into and are a part of these User TOU.  In the event of a conflict between these User TOU and any additional terms and conditions, the additional terms and conditions will control only with respect to their specific subject matter.

20. Miscellaneous.

a. Notifications. Unless provided otherwise by MasterCard in connection with the Services, all notices required from you under these User TOU must be sent to info@startpath.com or any other address(es) specified by MasterCard from time-to-time, in its sole discretion.

b. Entire Agreement. These User TOU constitute the entire agreement between you and MasterCard with regard to their subject matter.

c. TOU Modifications. MasterCard may, at any time and from time-to-time, change the terms of these User TOU or provide other disclosures and notices regarding the Services by posting them on the Start Path site or emailing them to you at the email address associated with your account. You will be deemed to have received those disclosures and notices within 24 hours after MasterCard posts them on the Start Path site or emails them to you, unless MasterCard receives notice that the email delivery failed. If you do not accept those revisions to these User TOUs, your only recourse is to stop using the service that has been affected by such revisions and to terminate these User TOU by sending a termination notice to MasterCard as described in Section 17. Your continued use of the Services after such effective date will constitute your acceptance of the revisions.

d. Relationship of the Parties. These User TOU do not create and shall not be construed as creating a joint venture, co-ownership, partnership, or agency relationship between you and MasterCard.

e. MasterCard Third Party Beneficiaries. You acknowledge and agree that each affiliate of MasterCard is a third party beneficiary to these User TOU and that MasterCard’s affiliates are entitled to directly enforce, and rely upon, any provision of these User TOU which confers a benefit on (or provides rights in favor of) them.  No other person or company is a third party beneficiary to these User TOU.

f. Governing Law. These User TOU will be construed, interpreted, and performed exclusively according to the laws of the State of New York, without giving effect to any principles of conflicts of law or the UN Convention on the International Sale of Goods.  Any action at law or in equity arising out of or directly or indirectly relating to these User TOU may be instituted only in the Federal or state courts located in Westchester County, New York.  You and MasterCard consent and submit to the personal jurisdiction of those courts for the purposes of any action related thereto and waive any objection thereto, including forum non conveniens.  You agree that regardless of any statute or law to the contrary, any claim or cause of action that you may have arising out of or related to these User TOU must be filed within one (1) year after the claim or cause of action arose.  THE PARTIES WAIVE ANY RIGHT TO A JURY TRIAL.

g. Waiver. MasterCard’s failure or delay to exercise or enforce any right or provision of these User TOU or any rights under applicable law shall not constitute a waiver of any of those provisions or rights.  If any provision of these User TOU is found by a court of competent jurisdiction to be invalid, the parties nevertheless agree that the court shall endeavor to give effect to the parties’ intentions as reflected in the provision, and the other provisions of these User TOU remain in full force and effect.

h. Headings. The section headings in these User TOU are for convenience only and have no legal or contractual effect.

i. Assignment. You may not assign or transfer your rights or obligations under these User TOU.  Any purported or assignment in violation of the foregoing will be invalid.

j. Force Majeure. MasterCard shall 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.

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