Terms and Conditions for Use of MasterCard Optimization Solutions Website

PLEASE READ THIS END USER LICENSE AGREEMENT (“EULA”) BEFORE
AGREEING TO ACCEPT THESE TERMS AND CONDITIONS AND USING THE
MASTERCARD OPTIMIZATION SOLUTIONS WEBSITE (THE “WEBSITE”). BY
SELECTING THE “I AGREE” BUTTON BELOW, YOU HEREBY AGREE TO BE BOUND BY
THE TERMS AND CONDITIONS OF THIS EULA AND YOU WARRANT THAT YOU ARE
AUTHORIZED BY AND LAWFULLY ABLE TO BIND THE COMPANY OR LEGAL
ENTITY FOR WHICH YOU WORK TO THE TERMS AND CONDITIONS OF THIS
EULA. YOU SHOULD PRINT AND RETAIN A COPY OF THIS AGREEMENT FOR
YOUR RECORDS BY USING THE PRINT FUNCTIONALITY IN YOUR BROWSER.
IF YOU DO NOT AGREE WITH THE TERMS AND CONDITIONS OF THIS EULA, DO
NOT ACCEPT THEM, DO NOT CONTINUE WITH YOUR USE OF THE WEBSITE
AND SELECT THE “I DISAGREE” BUTTON BELOW.
MasterCard International Incorporated (“MasterCard”) provides the marketing and promotional
materials (“Website Materials”) on the Website to your customer financial institution, credit
union or organization (“You”) subject to compliance with the terms and conditions of this EULA.
Authorized Use of the Website Materials.
Provided that You comply with this EULA, MasterCard grants You a revocable, non-transferable,
non-exclusive, non-assignable limited license to use the Website Materials, solely for the your
business purposes and as restricted by the Website details (“Permitted Use”). You may not
redistribute the Website Materials other than for a Permitted Use without the express written
consent of MasterCard. MasterCard, or its licensors, shall own all right, title and interest to the
Website Materials and any changes, copies, or derivative works thereto.
Authorized Use of Promotional Materials
The Website provides certain promotion materials (“Promotional Materials”) that you may use
for your MasterCard-branded Promotion purposes. By ordering specific Promotional Materials,
You acknowledge and agree to adhere to the terms and conditions of each promotion, including,
without limitation, any special limitations or criteria associated with such promotion.
Furthermore, You acknowledge that You are not authorized to make any revisions, amendments
or modifications to the Promotion Materials unless expressly authorized by MasterCard and then
only subject to MasterCard’s written approval prior to distribution. You may not redistribute the
Promotion Materials except in accordance with MasterCard’s instructions set forth for each
Promotion and if required, in accordance with MasterCard’s prior written approval.
The Promotional Materials that are ordered pursuant to this EULA including, without limitation,
the Merchant’s logo, image, trademarks or service marks (collectively the ”Merchant Marks”),
MasterCard’s logo, image, trademarks or services mark (collectively the “MasterCard Marks”)
and any other third party content are the property of the respective owner. All use of third party
content by You shall inure to the benefit of the respective owners and You obtain no rights to
such third party content provided to it hereunder other than the right to use such Promotional
Materials in media approved by MasterCard (the “Permitted Media”) and solely in connection
with the Permitted Use. Any use of the Promotional Materials that is inconsistent with the
foregoing shall be unauthorized and is strictly prohibited.
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Reformatting Promotion Materials
Subject to prior written approval of MasterCard, as applicable, You may reformat the
Promotional Materials to include your name, trade names, trademarks, service marks, logotypes,
slogan, tag lines, and other proprietary information relating to the promotion provided that doing
so does not alter in any way or distort the images or associated text (verbatim and without
change) contained in the Promotional Materials or result in the removal, or obscuring of, the
proprietary legends indicating Merchant's ownership of the Merchant Marks or MasterCard
ownership of the MasterCard Marks and the Promotional Materials. You may not publish or
distribute the Promotional Materials in any manner or in any publication that in any way is
misleading, offends the public morality, or otherwise disparages Merchant or MasterCard or any
third party contained in the Promotional Materials, including their respective affiliates or brands.

User Obligations.
Access. MasterCard shall make the Website available over the Internet. You shall provide at your
own expense, all necessary telephone lines, Internet connections, equipment, software (including
a compatible Web browser), and services for You to effectively access the Website. You are
responsible for upgrading and configuring your internal systems (e.g., network or Intranet
settings, Internet routing, fire walls, and Web browsers) to be and remain compatible with and
optimize the performance of the Website. You acknowledge that the availability and performance
of the Website may be subject to interruption or delay due to causes beyond the reasonable
control of MasterCard.
User Codes. Access to the Website is controlled by a user name and password (collectively
referred to as “User Codes”). The User Codes are for Your personal use only, and You agree not
to disclose them to any third party. You are responsible for maintaining the confidentiality of the
User Codes and for establishing sufficient policies and controls and taking such actions to protect
against disclosure of your User Codes. You are responsible for all acts or omissions that relate to
your user account while access to the Website is obtained using your User Codes, regardless of
whether You authorized such use. You are responsible for any damages, losses, costs, or breaches
of security incurred or caused by your failure to maintain the confidentiality of your User Codes.
You agree to IMMEDIATELY notify MasterCard if You become aware or suspect that your User
Codes have been lost, stolen, or compromised in any way, or if you become aware of possible or
actual unauthorized use of the Website.
Restrictions. You may not: (i) damage, disrupt or impede the operations of this Website; (ii)
request access to this Website by impersonating another or using a false persona, circumvent or
attempt to modify any security credentials; (iii) use an automated means to copy the Promotional
Materials except for authorized purposes: or (iv) transmit any viruses, worms, defects, Trojan
horses or any programming destructive in nature to this Website.
Your Data

You agree to the terms of the Global Privacy Notice posted at
optimization.mastercard.com as may be amended from time to time.
Confidentiality and Nondisclosure Terms
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You acknowledge that the Website materials contain proprietary and confidential information of
MasterCard. You agree to: (i) to hold the Website Materials in confidence; (ii) not to, directly or
indirectly, copy, reproduce, distribute, manufacture, duplicate, reveal, report, publish, disclose,
cause to be disclosed, or otherwise transfer to any third-party the Website Materials except in
accordance with the provisions of this EULA or other terms set forth on this Website; and (iii) not
to make use of the Website Materials other than for the permitted purposes under this EULA. The
nondisclosure and confidentiality obligations set forth in this Section shall survive termination of
this EULA for any reason and shall remain in effect for a period of five (5) years after termination
hereof.
Termination
You have no rights to terminate this EULA. MasterCard may change the terms of this EULA or
terminate this EULA at any time. In the event MasterCard changes the terms of this EULA, a
new EULA will be provided for your acceptance or rejection. In the event that MasterCard
terminates this EULA, You shall cease, using the Website immediately.
Your Warranties
You represent and warrant that: (i) the registration that you provide to MasterCard for this
Website is true and correct; (ii) your Marks shall not violate or infringe the intellectual property
rights of another; and (iii) you shall comply with the MasterCard Rules and Brand Standards in
all Promotional Materials.
Warranty Disclaimer/Limitation of Liability
YOUR USE OF THE WEBSITE IS AT ITS OWN RISK. THE WEBSITE AND THE
WEBSITE MATERIALS ARE PROVIDED “AS IS” AND “AS AVAILABLE”.
MASTERCARD MAKES NO WARRANTY, EXPRESS OR IMPLIED, WITH RESPECT TO
THE WEBSITE, ITS MERCHANTABILITY, COURSE OF DEALING OR TRADE OR ITS
FITNESS FOR ANY PARTICULAR PURPOSE. MASTERCARD DOES NOT WARRANT
THE RELIABILITY, ACCURACY OR COMPLETENESS OF THE INFORMATION
CONTAINED ON THE WEBSITE. MASTERCARD DOES NOT WARRANT THAT ALL
ERRORS CAN BE OR WILL BE CORRECTED OR THAT THE WEBSITE WILL OPERATE
WITHOUT ERROR.
IN NO EVENT SHALL MASTERCARD BE LIABLE FOR INCIDENTAL, SPECIAL,
INDIRECT, PUNITIVE OR CONSEQUENTIAL DAMAGES, INCLUDING WITHOUT
LIMITATION, LOSS OF INCOME, USE, OR INFORMATION UNDER THIS EULA. IN NO
EVENT SHALL MASTERCARD HAVE ANY LIABILITY FOR DIRECT DAMAGES
ARISING OUT OF THIS EULA IN EXCESS OF $100 (U.S.).
Remedies.
You acknowledge that in the event of a breach of this EULA by You that MasterCard will likely
suffer irreparable damage that cannot be fully remedied by monetary damages. Therefore, You
agree that MasterCard shall be entitled to seek and obtain injunctive relief against any such
breach in any court of competent jurisdiction. The rights of MasterCard under this section shall
not in any way be construed to limit or restrict the right to seek or obtain other damages or relief
available under this EULA or applicable law.
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Compliance with Applicable Laws

You shall comply with all federal, state and local ordinances, regulations, statutes, and
laws (“Laws”) applicable to use of the Website materials and any promotion conducted
by You using such Website Materials, including without limitation the Promotional
Materials. The obligations of the You under this Section include without limitation the
obligation to comply with Laws and marketing best practices applicable to the privacy of
data, email, mobile marketing, telemarketing, sweepstakes, advertising and marketing
communications and promotions, and advertisements.
Indemnification by You.
You agree to defend, indemnify and hold MasterCard and its respective affiliates, merchants, and
partners and their respective directors, officers, employees, agents, successors and assigns
harmless from any and all demand, liability, loss, claim and/or expense, including reasonable
attorneys’ fees and expenses, related to Your alleged violation or violation of this EULA or
arising our of your use of the Website Materials, including without limitation, the Promotional
Materials.
General. (a) You may not assign or transfer its rights or obligations granted under this EULA to
any other person. (b) This EULA, including any exhibits thereto, constitutes the entire agreement
between You and MasterCard respecting the subject matter herein and supersedes any prior
written or oral agreement relating to this matter. (c) This EULA may not be modified except by
written agreement dated after the date of this EULA and signed by an authorized representative of
each of the Parties. (d) MasterCard shall not be bound by any provision of any other party’s
purchase order receipt, acceptance, confirmation, correspondence, or otherwise. (e) If a provision
of this EULA is determined to be invalid or unenforceable by a court of competent jurisdiction,
such provision shall be severed and other provisions shall remain in full force and effect,
provided that original intent of the EULA shall remain intact. (f) This EULA shall be governed
by the substantive laws of the State of New York without resort to its choice-of-law provisions
and the state and federal courts located in New York shall have exclusive jurisdiction over all
disputes relating to this EULA. (g) THE PARTIES WAIVE THE RIGHT TO A JURY TRIAL.
(h) All legal notices, consents, demands, requests or other communications hereunder (“Notice”)
shall be in writing and be deeded to be duly give or delivered if: (i) delivered personally; (ii)
delivered by facsimile if a confirmation copy is immediately mailed by the sender postage
prepaid certified mail, return receipt requested; or (iii) delivered by recognized courier
contracting the dame day or next day delivery to the addresses set forth on page 1, Attn: General
Counsel. (i) To the extent that MasterCard’s performance hereunder is prevented or delayed,
directly or indirectly, by fire, flood, earthquake, elements of nature or acts of God, acts of war,
terrorism, riots, civil disorder, labor difficulties, internet outages, third party providers inability to
provide services, or any other cause beyond the reasonable control of MasterCard, MasterCard
may be excused from further performing under this EULA. (j) All clauses which by their nature
should survive the termination of this EULA will survive such termination, including without
limitation, terms confidentiality, intellectual property, warranties, indemnification and limitation
of liability.
[I Agree to the terms set forth above]
[I Disagree]
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