PLEASE READ THESE TERMS AND CONDITIONS CAREFULLY BEFORE CLICKING YOUR ACCEPTANCE TO THE TERMS ON OUR REQUEST TO PARTICIPATE FORM. YOUR USE OF THIS WEBSITE AT www.mastercard.com/mobiletrial (THE "WEB SITE") AND THE SERVICES DESCRIBED BELOW IS EXPRESSLY CONDITIONAL UPON YOUR ACCEPTANCE OF THE FOLLOWING TERMS AND CONDITIONS ("TERMS AND CONDITIONS"). THESE TERMS AND CONDITIONS ARE SUBJECT TO CHANGE WITHOUT NOTICE. ANY CHANGES WILL BE INCORPORATED INTO THE TERMS AND CONDITIONS POSTED TO THIS WEB SITE FROM TIME TO TIME. THIS WEB SITE AND OTHER WEB SITES OF MASTERCARD OR CITI ARE COLLECTIVELY REFERRED TO IN THESE TERMS AS "THE SITE" OR "THE SITES". THE TERMS AND CONDITIONS APPLY TO ALL USE OF THE SERVICES. YOU SHOULD NOTE IN PARTICULAR THE DISCLAIMER OR WARRANTIES AND LIMITATIONS ON LIABILITY IN PARAGRAPHS 9 AND 10. IF YOU DO NOT AGREE WITH THESE TERMS AND CONDITIONS PLEASE DO NOT USE THE SITE.

MASTERCARD AND CITI RETAIN THE RIGHT TO DENY ACCESS TO THE SITES TO ANYONE AT THEIR SOLE DISCRETION FOR ANY REASON, INCLUDING FOR VIOLATION OF ANY OF THESE TERMS OF USE. THIS SITE PROVIDES LINKS TO VARIOUS OTHER WEB SITES, INLUDING SITES AFFILIATED WITH MASTERCARD, CITI OR OTHERWISE. THESE OTHER WEB SITES MAY HAVE THEIR OWN TERMS OF USE POLICIES WHICH ARE DIFFERENT FROM, OR IN ADDITION TO, THE TERMS OF USE SPECIFIED HEREIN. BY ACCESSING THESE WEB SITES THROUGH LINKS PROVIDED ON THIS SITE, YOU AGREE TO ABIDE BY EACH APPLICABLE TERMS OF USE POLICY AS THEREIN SPECIFIED.

1. MASTERCARD PAYPASS ™ IN A PHONE.

MasterCard PayPass in a Phone (the "Service") is a service that is being offered by MasterCard, Citibank (South Dakota), N.A, and Citibank USA, N.A. (collectively "Citi"), and Cingular Wireless, and their respective affiliates, on a pilot basis (the "Pilot") to certain participants in the New York City Mobile Trial. The Service will enable participants ("You" or "you") to make purchases using a "contactless" enabled mobile handset device provided to you by Citi. During the period of the Pilot, You may use your contactless enabled mobile handset device (the "Device") at participating Pilot merchants that display a MasterCard PayPass logo at the point of sale.

2. PILOT PARTICIPANTS.

The Pilot will be conducted jointly by MasterCard, Citi, Cingular Wireless, and Nokia and their respective affiliates (the "Pilot Participants"). MasterCard is hosting this Web Site, in which you will enroll in the Pilot, and will be providing the information collected in the enrollment to Citi. The Pilot Participants, and any of their agents and vendors, may use and disclose among themselves your non-public personal information, including your card account number, name, address, and account transaction data, for the purposes of the Pilot. You agree that the information may be used by us and the Pilot Participants to analyze and review the results of the Pilot. The use of personal information by MasterCard is subject to MasterCard's privacy policy for the New York City Mobile Trial, located at mastercard.com/us/paypass/mobile/privacymastercard.html.

3. USE OF DEVICE.

In order to participate in the Pilot, You will be issued a Device by Citi, which contains certain software to facilitate contactless payments (the "Software"). Your use of the Device and the Software is governed by the terms of this Agreement and your Citi cardholder agreement. By accepting and using the Device, the Software or the Services, You expressly agree to be bound by the terms if this Agreement. You further agree that you will cease use of the device and return the Device to Citi upon notice from Citi.

4. SOFTWARE LICENSE.

Citi grants You a non-transferable, non-exclusive and terminable right and license to use the Software on the Device pursuant to the terms of this Agreement. You are responsible for access to the mobile telecommunications and data transmission through the Cingular Wireless network. Citi may provide updates and enhancements to the Software, upon notice to You, as Citi, in its sole judgment, believes necessary.

5. PROPRIETARY RIGHTS.

You acknowledge and agree that the Software and the Services contain proprietary and confidential information of the Pilot Participants that is protected by applicable intellectual property and other laws. You agree not to modify, rent, lease, loan, sell, distribute or create derivative works based on the Software or the Services, in whole or in part. You agree not to reproduce, duplicate, copy, sell, resell, grant a security interest in, exploit for any purposes, or otherwise transfer any right in or to any portion of the Software or access to the Services. You agree not to access the Services by any means other than through the interfaces that are provided by the Pilot Participant for use in accessing the Services.

6. TERMINATION.

You agree that your participation in the Pilot and your access to the Services shall be at the sole discretion of the Pilot Participants and may be terminated upon immediate notice or any reason.

7. INAPPLICABILITY OF CARDHOLDER AGREEMENT TO MASTERCARD PROVIDED SERVICES.

MasterCard is NOT a financial institution and does not issue credit, debit, check or payment cards of any type of nature. Your MasterCard-branded payment card relationship is with Citi, and not with MasterCard directly. Any and all questions or issues regarding your MasterCard-branded Citi payment card or cardholder account should be directed to Citi.

8. PASSWORDS AND USER IDENTIFICATION.

When you register for the Service you will choose a password. You are responsible for maintaining the confidentiality of your password. If you forget your password you can create a new password by following the instructions on the site. You are fully responsible for all activities that occur using your password. None of the Pilot Participants will be liable for any loss that you may incur as a result of someone else using your password either with or without your knowledge.

9. WARRANTIES AND EXCLUSIONS.

With respect to the Device and Software, you expressly understand and agree that these items may contain latent defects or program errors and inefficiencies. You further acknowledge that the reliability of the data services connection to and from the network provider, as well as mobile telephone service are controlled by factors beyond the control of the Pilot Participants. Therefore, there is no guarantee that you will always be able to properly access and use the Services. Furthermore, you may not be able to access the Services due to repair or maintenance. None of the Pilot Participants shall be liable for damage, loss of data, delays or errors occurring for reason of circumstances beyond their control. EXCEPT AS SET FORTH IN THIS AGREEMENT, THERE EXIST NO OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE, WHICH WARRANTIES ARE SPECIFICALLY DISCLAIMED.

WITHOUT LIMITATION TO THE FOREGOING, TO THE MAXIMUM EXTENT PROVIDED BY LAW, THE SERVICES ARE PROVIDED "AS IS" AND "AS AVAILABLE", AND NONE OF THE PILOT PARTICIPANTS NOR ANY OF THEIR SERVICE PROVIDERS, LICENSORS, EMPLOYEES OR AGENTS MAKES ANY EXPRESS OR IMPLIED REPRESENTATIONS OR WARRANTIES REGARDING THE USABILITY, CONDITION OR OPERATION THEREOF. NEITHER THE PILOT PARTICIPANTS NOR ANY OF THE ABOVE PARTIES WARRANTS THAT ACCESS TO, OR USE OF, THE SITE OR THE SERVICES WILL BE UNINTERRUPTED, VIRUS FREE, OR ERROR FREE, THAT THE SERVICES WILL MEET ANY PARTICULAR CRITERIA OF PERFORMANCE OR QUALITY. TO THE MAXIMUM EXTENT ALLOWED BY APPLICABLE LAW, EACH OF THE PILOT PARTICIPANTS, ON BEHALF OF THEMSELVES AND ALL OF THE ABOVE PARTIES, HEREBY EXPRESSLY DISCLAIMS ANY AND ALL WARRANTIES AND OR REPRESENTATIONS, WHETHER EXPRESS OR IMPLIED, ORAL OR WRITTEN IN RESPECT OF THE SERVICES INCLUDING WITHOUT LIMITATION ANY AND ALL WARRANTIES OF SATISFACTORY QUALITY, MERCHANTABILITY, TITLE, COMPATIBILITY, SECURITY, RELIABILITY, TITLE, NON-INFRINGEMENT, ACCURACY AND/OR FITNESS FOR A PARTICULAR PURPOSE (WHETHER OR NOT ANY PILOT PARTICIPANT KNOWS, HAS REASON TO KNOW, HAS BEEN ADVISED, OR IS OTHERWISE IN FACT AWARE OF ANY SUCH PURPOSE). NO ADVICE OR INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED BY YOU FROM ANY PILOT PARTICIPANT OR A SERVICE PROVIDE WILL CREATE ANY WARRANTY NOT EXPRESSLY STATED IN THESE TERMS.

10. LIMITATION OF LIABILITY.

TO THE MAXIMUM EXTENT PROVIDED BY APPLICABLE LAW, AND WHETHER BASED ON CONTRACTUAL, TORT OR OTHER GROUNDS, NONE OF THE PILOT PARTICIPANTS NOR ANY OF THEIR PROVIDERS, SUPPLIERS, LICENSORS, EMPLOYEES OR AGENTS WILL BE LIABLE TO YOU OR ANY THIRD PARTY FOR: (A) ANY LOSS OF PROFITS, GOODWILL, USE, DATA OR OTHER INTANGIBLE LOSSES, OR ANY DIRECT, INDIRECT, INCIDENTAL, CONSEQUENTIAL PUNITIVE, EXEMPLARY AND/OR SPECIAL DAMAGES WHATSOEVER EVEN IF SUCH PILOT PARTICIPANT OR ITS SERVICE PROVIDERS HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES RESULTING FROM (I) THE USE OR THE INABILITY TO USE THE SERVICES OR THE SITE (II) THE TIMELINESS, DELETION, MISDELIVERY, OR FAILURE TO STORE ANY USER DATA, COMMUNICATIONS OR PERSONALIZATION SETTINGS; (III) THE COST OF OBTAINING SUBSTITUTE GOODS AND SERVICES RESULTING FROM ANY PRODUCTS, DATA, INFORMATION OR SERVICES PURCHASE OR OBTAINED OR MESSAGES RECEIVED OR TRANSACTIONS ENTERED INTO, THROUGH OR FROM MASTERCARD NEARBY OR THE SITE (IV) UNAUTHORIZED ACCESS TO OR ALTERATION OF YOUR TRANSMISSION OR DATA (V) STATEMENTS OR CONDUCT OF ANYONE ON MASTERCARD NEARBY (VI) ANY OTHER MATTER RELATING TO THE SERVICE.

Because some states prohibit the limitation of liability for consequential or incidental damages, in those states the limitation of liability only with respect to consequential or incidental damages may not apply to you and the respective liability of MasterCard its employees, distributors and agents is limited to the greatest extent allowable under applicable laws in those states.

Your sole and exclusive remedy for any failure or nonperformance of the Software or Service shall be for the applicable Pilot Participant to use commercially reasonable efforts to adjust or repair the Software or Service, as applicable. In the event that a court should hold that the limitation of liabilities or remedies available as set for the in these Terms and Conditions are unenforceable for any reason or that any of your remedies under these Terms and Conditions fail then you expressly agree that under no circumstances shall the total aggregate liability of any Pilot Participant and its employees, agents or affiliates to you or any party claiming by or through your for any cause whatsoever exceed $100 (one hundred dollars) U.S., regardless of the form of action and whether in contract, statute, tort or otherwise.

11. INDEMNIFICATION

You will indemnify and hold harmless each of the Pilot Participants and their respective employees, agents or affiliates, from and against any and all third party claims, demands, actions, causes of action, suits, proceedings, losses, damages, costs, and expenses, including reasonable attorneys' fees, arising from or relating to your access and/or use of or interaction with the Service or the Site, or any act, error or omission by you or any user of your account in connection therewith including, but not limited to matters relating to incorrect, incomplete or misleading information; libel; invasion of privacy; infringement of a copyright, trade name, trademark, service mark or other intellectual property; any defective product or any injury or damage to person or property caused by any products or services obtained or distributed through or in connection with the Service or the Site, or violation of these Terms and Conditions or any applicable law.

12. CONSENT TO RECEIVE ELECTRONIC COMMUNICATIONS

You consent to receive any privacy or other notices, agreements, disclosures, reports, documents, communications or other records relating to the Service from any of the Pilot Participants and their respective Service Providers electronically. If you want to retain a paper copy of any records provided electronically, you should print a copy from your computer. If you decide that you no longer wish to receive records concerning the Service electronically you must withdraw from the service.

13. NO WAIVER.

The failure of any party to insist upon or enforce strict performance by the other party of any provision of these Terms and Conditions shall not be construed as a waiver of any provision or right. Neither the course of conduct between you and any of the Pilot Participants nor the trade practice shall modify any provision of these Terms and Conditions.

14. MODIFICATION.

The Pilot Participants may change, supplement or withdraw any part of the Services at any time (with or without notice). The Pilot Participants may also at any time modify these Terms and Conditions by providing notice on the Site, in which case your continued use of this Site will be conditional upon the Terms and Conditions in force at the time of your use. If you do not agree to the changes, you should cease using the Site.

15. ADDITIONAL TERMS.

Additional terms and conditions may apply to certain portions of the Site from time to time, in which case they will be drawn to your attention and your use of such portions of the Site shall be conditional upon abiding by such other terms and conditions

16. SEVERABILITY.

These Terms and Conditions shall be deemed severable. In the event that any provision is determined to be unenforceable or invalid, such provision shall nonetheless be enforced to the fullest extent permitted by applicable law, and such determination shall not affect the validity and enforceability of any other remaining provisions.

17. GOVERNING LAW.

These Terms and Conditions and you access to and use of the Service are governed by, subject to and construed in accordance with the laws of the State of New York, without regard to its conflict of laws provisions. Although you acknowledge that each of the Pilot Participants will have the ability to enforce its respective rights in any court of competent jurisdiction, you hereby consent to the exclusive jurisdiction and venue of the courts, state or federal, in the State of New York, regarding any and all disputes relating to these Terms and Conditions or the Service.

18. ENTIRE AGREEMENT.

These Terms and Conditions, together with those incorporated herein or referred to herein constitute the entire agreement between us relating to the subject matter hereof, and supersedes any prior understandings or agreements (whether oral or written) regarding the subject matter, and may not be amended or modified except in writing or by making such amendments or modifications available on this Site. You may not assign this agreement without our consent in writing.