MasterPass Terms of Use

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MasterPass™ Terms of Use

Introduction

MasterPass™ by MasterCard – MasterCard Europe SA, Chaussée de Tervuren 198A, B- 1410 Waterloo, Kingdom of Belgium, is a digital wallet service (“MasterPass”) offered by MasterCard International Incorporated (including its subsidiaries and affiliates,

“MasterCard”). The service can be used through the MasterPass digital wallet, which means the MasterCard Mobile ČR wallet powered by MasterPass and its successor, the InCard MasterPass. This service, or “digital wallet,” allows you to store selected payment and shipping information in one convenient and secure place (“MasterPass Wallet”). The service also allows you to transmit the information at your request to online merchants (each, a

“MasterPass Merchant”) that display the MasterPass checkout mark (the “MasterPass Checkout Button”) on their website, mobile site or smart device application.

The MasterPass digital wallet is freely available to clients using MasterCard services.

These Terms of Use and the MasterPass Privacy Notice (the “Privacy Notice”) are a legal agreement between you and MasterCard. by registering for a MasterPass wallet, e.g. on the MasterPass website, which includes clicking to accept these terms of use and the privacy notice, you agree to all of the terms and conditions in these terms of use and the privacy notice, and all other rules, policies and procedures relating to MasterPass as described in these terms of use.

“You” (and all derivations thereof) means you individually, and if you are accepting these Terms of Use on behalf of a company or other legal entity, that legal entity. You represent and warrant that you are capable of entering into legally binding agreements. If you are entering into these Terms of Use on behalf of a company or other legal entity, you further represent and warrant that you have the authority to bind such legal entity, such legal entity is authorized to conduct business by the state in which you operate, and all employees, officers, agents and other representatives of such legal entity who use your MasterPass Wallet are duly authorized to access it and to engage in transactions using your MasterPass Wallet. If you do not agree to these terms of use, you may not register for a MasterPass wallet.

Content

• Setting Up Your MasterPass Wallet

• Protecting Your Account Information

• Products and Services Offered by MasterPass Merchants

• Using Your MasterPass Wallet

• Use of Your Payment Information

• Resolution of Transaction Issues

• Customer Support

• Privacy Protection

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• Your Representations

• Termination of Validity of the Terms of Use

• Changes to the Terms of Use

• Feedback

• Ownership and Rights

• Grant of License

• Third Party Sites

• Indemnification

• Disclaimer of Warranties

• Limitation of Liability

• Miscellaneous

Setting Up Your MasterPass Wallet

You may register for a MasterPass Wallet by providing MasterCard with the information set forth on the MasterPass Wallet registration pages, including a valid email address and mobile phone number, security question and answer, sign-in message, and password. You may then store payment information (card number and expiration date), billing information and other information for your credit, debit and prepaid cards (“Cards”), and, in the future, rewards cards (“Rewards Numbers”) supported by MasterPass (as indicated on the registration pages), along with your preferred shipping information. All of the information for your Cards and Rewards Numbers and your shipping information are collectively referred to in these Terms of Use as your “Payment Information.”

Protecting Your Account Information

You are responsible for keeping your MasterPass Wallet password secure and for all activities that occur through your MasterPass Wallet, including the activities of others and regardless of whether such activities are authorized. 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 MasterPass Wallet or any Payment Information, 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 MasterPass Wallet or Payment Information.

You are solely responsible for maintaining up-to-date and accurate information pertaining to your MasterPass Wallet, including, without limitation all Payment Information. MasterCard does not guarantee the authenticity, validity, accuracy or completeness of the payment information MasterCard transmits on your behalf.

Products and Services Offered by MasterPass Merchants

Each purchase through MasterPass of a product or service offered by a MasterPass Merchant (collectively, “Merchants”) is subject to the Merchant’s specific terms and conditions, which are set forth in the full description of such 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 MasterPass Wallet does not constitute any approval, endorsement or warranty by MasterCard of such products or services or of the Merchant offering them.

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When you click the “Review Your Order” button on the MasterPass site or on the site of another MasterPass-connected wallet, MasterCard will transmit your selected Payment Information to the MasterPass Merchant. After the MasterPass Merchant receives your Payment Information, it will submit the transaction for processing as usual.

Each transaction is a contractual relationship directly between you and the MasterPass Merchant. All aspects of the transaction are subject to the terms and conditions of the MasterPass Merchant. MasterCard only acts in the transaction as a provider of standard MasterCard services. MasterCard does not bear any responsibility in relation to you for fulfillment of the obligation by the MasterPass Merchant.

If your transaction history is displayed in the wallet, this data can be regarded as approximate but not conclusive because it is an additional service without any effect on determining the final price. The amount confirmed by the customer to the retailer in the purchase contract is considered final.

Use of Your Payment Information

You are solely responsible for ensuring your use of MasterPass complies with the terms and conditions that govern your Cards and Rewards Numbers that you store in and use through your MasterPass Wallet. You also are responsible for all charges and/or debits to your Cards and/or Rewards Numbers that result from transactions made using your Payment Information transmitted by MasterPass and any fees that the issuers of your Cards may charge in connection with such transactions. You are also solely responsible for reporting and paying any applicable taxes arising from transactions originated using your Payment Information transmitted by MasterPass and you shall comply with any and all applicable tax laws in connection therewith.

MasterCard makes no representations that your cards or rewards numbers are valid or that the parties who issued your cards or rewards numbers will approve or honor your requested transactions.

Resolution of Transaction Issues

If you have any concerns or doubts with respect to any transaction made using MasterPass, you must contact the merchant with which you entered into that transaction. You may also have certain rights and protections that are provided to you 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 credit or debit Card. Consult your agreement with your Card’s issuer for details.

Customer Support

Please go to MasterPass Support on the MasterPass site if you have any questions or difficulties using MasterPass.

Privacy Protection

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 related to MasterPass, as well as the choices and access rights you have in regard to such personal information.

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Your Representations

You hereby represent that (a) the information you provide to MasterCard in connection with your registration for a MasterPass Wallet and your use of MasterPass is true, and (b) you will comply with these Terms of Use and all applicable local, state, and international laws, rules, and regulations.

Termination of Validity of the Terms of Use

These Terms of Use will be effective until terminated as provided herein. MasterCard may suspend or terminate your use of MasterPass and access to your MasterPass Wallet at any time, with or without cause, and without notice, including, without limitation, in the event (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 MasterPass Wallet is false, inaccurate, not current, or incomplete; (c) you are engaged in illegal activity; (d) you have breached any of these Terms of Use; or (e) your MasterPass Wallet has been inactive for more than 13 months. You may terminate these Terms of Use with respect to MasterPass for any reason or no reason at all, at your convenience, by ceasing all use of the service with respect to which you wish to terminate these Terms of Use.

On termination of these Terms of Use for any reason, the rights and licenses granted to you with respect to the service you wish to terminate will immediately terminate. Upon the termination of these Terms of Use, you shall immediately cease all use of MasterPass. The terms, conditions, and warranties contained in these Terms of Use that by their nature and context are intended to survive the termination of these Terms of Use shall survive, including but not limited to, Use of Your Payment Information, Resolution of Transaction Issues, Feedback, Ownership and Rights, Third Party Sites, Privacy Protection, Your Representations, Indemnification, Disclaimer of Warranties, Limitation of Liability, Termination of Validity of the Terms of Use, and 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 MasterPass.

Changes to the Terms of Use

MasterCard may discontinue, modify, or change MasterPass or MasterCard’s services and systems at any time. Such changes may require you to update your Payment Information or other information related to your MasterPass Wallet in order to continue using MasterPass.

MasterCard will have no liability or obligation to you with regard to any modifications or changes it makes to MasterPass or MasterCard’s services or systems.

MasterCard reserves the rights to change these Terms of Use or provide other disclosures and notices regarding MasterPass by posting them on the MasterPass site, delivering them to you through MasterPass or emailing them to you at the email address associated with your MasterPass Wallet. You will be deemed to have received those disclosures and notices within 24 hours after MasterCard posts or delivers them or emails them to you, unless MasterCard receives notice that the email delivery failed. If you do not accept those revisions to these Terms of Uses or MasterPass, your only recourse is to stop using the service that has been affected by such revisions. Your continued use of MasterPass after such effective date will constitute your acceptance of the revisions that apply to that service.

Feedback

From time to time, MasterCard may ask you for your feedback, suggestions, comments or ideas (collectively “Feedback”) on MasterPass, MasterPass Wallet or other MasterCard

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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.

Ownership and Rights

As between you and MasterCard, MasterCard owns and retains all rights, titles, and interests, including, without limitation, all intellectual property rights, in and to (i) MasterPass, including, without limitation, the MasterPass Wallet; (ii) MasterCard’s systems and services; and (iii) all Feedback (collectively, the “MasterCard Property”). MasterCard, its licensors or third party partners own and retain all rights, titles and interests 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 MasterPass, including, without limitation,

“MasterPass,” “MasterPass Wallet,” “MasterPass-connected Wallets,” “MasterPass Online,”

“QkR,” “Shop This! With MasterPass,” the MasterPass Checkout Button logo, and

“MasterPass Checkout Services” (the “Trademarks”). You have no right to use any Trademark in any manner without the advance written permission of the owner of that Trademark. MasterCard reserves all rights in the MasterCard Property and Trademarks not expressly granted to you in these Terms of Use.

Grant of License

So long as you comply with these Terms of Use, MasterCard grants you a limited, nonexclusive, as-is, revocable, nontransferable license, without right of sublicense, to use MasterPass solely for purpose of storing and transmitting your Payment Information to MasterPass Merchants. You may not use MasterPass for any other purpose and may not:

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

• gain access to or use MasterCard’s services or systems or MasterPass other than as permitted hereunder, or damage, disrupt, or impede the operation of MasterCard’s services or systems;

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

• register for a MasterPass Wallet 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 MasterPass 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 online web browser;

• act as a payment intermediary, aggregator or service bureau yourself or on behalf of any third party, including, without limitation, handling, processing, or transmitting funds for any third party;

• rent, lease, loan, trade, sell/re-sell or otherwise charge any party for access to MasterPass;

• transmit any viruses, worms, defects, Trojan horses, or any programming of a destructive nature;

nor may you permit any other party to do so.

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

Third Party Sites

MasterPass may contain third party content and links to third party sites or popups served by or on behalf of third parties that are completely independent of MasterPass and not owned or controlled by MasterCard (“Third Party Sites”). Links to Third Party Sites are included and popups served by or on behalf of third parties are facilitated 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 or in a popup of a Third Party Site, you will leave the services controlled by MasterCard. Any personal information you submit after you leave MasterPass will not be collected or controlled by MasterCard and 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 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.

Indemnification

You agree to indemnify and hold harmless MasterCard and its business partners, and its and their officers, directors, 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 MasterPass; (b) your (or anyone using your MasterPass Wallet’s) breach of these Terms of Use or applicable law; (c) your negligence or willful misconduct; or (d) your violation of any third party’s rights, including, without limitation, any intellectual property rights.

Disclaimer of Warranties

MasterPass is 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, or fitness for a particular purpose. MasterCard does not warrant that the information contained in MasterPass (including, without limitation, any information related to the merchants’ products or services) or on any third party site will be accurate or complete, or that MasterPass or any third party site will be error free, uninterrupted, free from spyware, malware, adware, viruses, worms, or other malicious code, or will function to meet your requirements. MasterCard does not warrant that MasterPass will work on your hardware, 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 MasterPass and it is your sole responsibility to determine whether MasterPass is suitable and adequate for your needs.

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transactions initiated through MasterPass or using payment information transmitted by MasterPass on your behalf, and MasterCard cannot ensure that all transactions will be completed or that the party who has issued your card or rewards number, as applicable, will authorize the transactions that you initiate.

Limitation of Liability

Regardless of whether any remedy in these terms of use 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 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, but not limited to, contract, negligence, or other tortious actions) arising out of or in connection with (a) these terms of use; (b) MasterPass, including your use of MasterPass in combination with the MasterPass wallet or any third party application; (c) any interruption in service related to MasterPass; (d) any card, rewards number, or third party site; (e) any product or service obtained through a transaction executed using payment information transmitted by MasterPass; (f) the actions or inactions of any MasterPass 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 personal data, even if any of the MasterCard 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 MasterCard parties arising out of your use of MasterPass, MasterPass wallet, your mobile device or these terms of use. Without limitation of the foregoing, MasterCard is not responsible for any errors in any rewards number details, descriptions of products or services offered by MasterPass merchants or any mobile carrier fees or penalties or card account fees or penalties that you incur as a result of your use of MasterPass, including any fees and penalties that may result from reversals.

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.

Miscellaneous

Notifications. Unless provided otherwise by MasterCard in connection with MasterPass, all notices required from you under these Terms of Use must be sent to

walletsupport@MasterPass.com or to the addresses communicated to you by MasterCard.

Entire Agreement. These Terms of Use constitute the entire agreement between you and MasterCard with regard to their subject matter.

Relationship of the Parties. These Terms of Use do not create and shall not be construed as creating

a joint venture, co-ownership, partnership, or agency relationship between you and MasterCard.

MasterCard Third Party Beneficiaries. You acknowledge and agree that each affiliate and subsidiary of MasterCard is a third party beneficiary to these Terms of Use and that

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MasterCard’s affiliates and subsidiaries are entitled to directly enforce, and rely upon, any provision of these Terms of Use 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 of Use.

Governing Law. These Terms of Use will be construed, interpreted, and performed exclusively according to the laws of Belgium. Any action arising out of or directly or indirectly relating to these Terms of Use may only be instituted in the competent courts in Brussels.

You and MasterCard consent and submit to the 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 Terms of Use must be filed within one (1) year after the claim or cause of action arose.

Waiver; Invalidity. MasterCard’s failure or delay to exercise or enforce any right or provision of these Terms of Use or any rights under applicable law shall not constitute a waiver of any of those provisions or rights. If any provision of these Terms of Use 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 Terms of Use remain in full force and effect.

Headings. The section headings in these Terms of Use are for convenience only and have no legal or contractual effect.

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

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.

Released on June 30th, 2015.

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