These Terms apply to the use of the Platform, which is available for Pilot purposes only. Any commercial use of the Platform requires a separate written agreement.
Introduction
This Mastercard Payments Platform (the “Platform”) terms are entered into as of the date Customer accepts them between Mastercard International Incorporated, a Delaware corporation, on behalf of itself and its affiliated companies (“Mastercard”) and the entity accessing this Platform (“You”, “Your” or “Customer”). These Terms of Service (the “Terms”) govern Customer use of the Platform relating to the activities contemplated under the Terms. Any other use requires obtaining separate, appropriate rights. Customer acknowledges that these Terms incorporate, and Customer use of the Platform is governed by Mastercard’s Global Data Privacy Policy, available at Mastercard Global Privacy Notice. Under certain conditions, Mastercard is making this Platform available for Pilot testing and evaluation purposes to support its Multi Token Network (“MTN”). This Platform allows users to make payments through an Application Provider as further defined herein.
By accessing the Platform, You (a) agree to be bound by these Terms without limitation or qualification (b) represent and warrant and covenant that you are lawfully able to enter into contracts and are of the legal age of majority in the jurisdiction in which you reside. If you are agreeing to these Terms on behalf of a company or organization, you represent and warrant that you are authorized and lawfully able to bind that company or organization. If you do not agree to these Terms, do not use or access this Platform.
PLEASE NOTE THAT THESE TERMS DO NOT MODIFY, OR HAVE ANY OTHER IMPACT ON, THE TERMS AND CONDITIONS YOU HAVE WITH YOUR BANK OR APPLICATION PROVIDER RELATING TO YOUR USE OF THE PLATFORM.
Content
All of the information You provide on the Platform shall be collectively referred to in these Terms as your “Payment Information.” Customer shall be presented the Platform via a secure page as provided by the relevant third-party provider (“Application Provider”). Unless communicated otherwise by Mastercard in writing, Customer accepts that access keys or any other such credentials for access to the Application Provider shall be issued by the Application Provider. Mastercard shall have no liability towards Customer for access to and from the Platform.
To help protect your transactions, Mastercard or your bank may ask that through a Mastercard service that you confirm your identity through a unique temporary code during a transaction (“Authentication”). You must use only valid email addresses and phone numbers owned and controlled by You. You are solely responsible for ensuring that all information you provide for Authentication and/or a transaction is up-to-date and accurate. Mastercard has no responsibility or the authenticity, validity, accuracy, or completeness of the Payment Information Mastercard transmits on your behalf.
Customer shall contact Application Provider directly to the extent Customer experiences any technical issues relating to access of the Platform. Customer's sole recourse shall be to the Application Provider, however so arising for any technical issues during Customer's use of the Platform.
Mastercard will act solely upon Customer's express instructions as provided by Customer through the Platform. Customer represents and warrants any and all information, credentials or information otherwise provided through the Platform shall be true, accurate and up-to-date. Customer acknowledges and agrees that Mastercard shall rely on Customer express instructions for any transactions processed through the Platform.
Mastercard operates the Platform for the limited purpose of the Pilot. As such, Customer shall comply with any specific requirements, specifications or instructions as communicated by Mastercard from time to time. Customer acknowledges that by submitting Payment Information through the Platform, Mastercard shall act upon such instruction and submit any instructions provided to the relevant Customer bank.
Customer acknowledges that by submitting Payment Information through the Platform, Mastercard shall act upon such instruction and submit any instructions provided to the relevant Customer bank.
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. Customer acknowledges that, except as explicitly requested, Customer shall not provide or make available any personally identifiable information through the Platform.
If You have any concerns with respect to any transaction relating to your purchase, You must contact the Application Provider with which you entered into the transaction with. You may also contact your bank or financial institution with respect of any issues which may arise relating to your transaction. Any and all questions or issues regarding your bank account or amounts debited from your bank should be directed to the bank or financial institution that you hold your account with and not Mastercard. Mastercard makes no representation that your bank or financial institution will approve or honor your requested transactions. Mastercard is relying on your express instructions and submitting this on your behalf, as such Mastercard makes no representations as to the movement of any underlying asset or delivery of your purchase using the Platform.
Except as permitted under these Terms, Customer is not licensed to, and Customer must not access or use the Platform until Customer has obtained from Mastercard appropriate rights to access and use the Platform. Mastercard makes no commitments to Customer (a) regarding the performance of the Platform or (b) that Mastercard will continue to make available or support a Platform.
Customer acknowledges and agrees that the Platform is provided “as is” and “as available”. To the maximum extent permitted under applicable law, all warranties and representations express, statutory or implied, regarding the Platform are hereby disclaimed, including any warranties of merchantability, satisfactory quality, fitness for a particular purpose and course of dealing or usage of trade or warranties of non-infringement or warranties as to any results to be obtained from the use of the Platform. Mastercard does not warrant or guarantee the security, sequence, timeliness, accuracy, performance or completeness of any received from the Platform, or that any part of the Platform will be error-free, without delay or uninterrupted.
NONE OF MASTERCARD OR ITS SUPPLIERS AND LICENSEES WILL BE LIABLE TO YOU OR ANY THIRD PARTY FOR ANY INDIRECT, SPECIAL, INCIDENTAL, PUNITIVE, COVER OR CONSEQUENTIAL DAMAGES ARISING FROM OR OTHERWISE RELATED TO THIS TERMS. MASTERCARD’S TOTAL AGGREGATE LIABILITY TO YOU FOR ACTUAL DAMAGES FOR ANY CAUSE WHATSOEVER WILL BE LIMITED TO US $1,000. THE FOREGOING LIMITATIONS, EXCLUSIONS AND DISCLAIMERS SHALL APPLY REGARDLESS OF WHETHER SUCH LIABILITY ARISES FROM ANY CLAIM BASED UPON CONTRACT, WARRANTY, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY OR OTHERWISE, AND WHETHER OR NOT ANY OF THE FOREGOING PARTIES HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH LOSS OR DAMAGE AND EVEN IF A REMEDY SET FORTH IN THIS TERMS IS FOUND TO HAVE FAILED OF ITS ESSENTIAL PURPOSE.
As between You and Mastercard. Mastercard owns and shall own all rights, title and interests in and to the Platform, including all intellectual property rights therein and all improvements, enhancements or modifications thereto (other than content you provide). 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 systems, services or this Platform (“Trademarks”). You have no right to use any Trademark in any manner without the advance written permission of the owner of that Trademark. You are welcome to provide suggestions, comments or other feedback (“Feedback”) to Mastercard regarding Mastercard solutions, but Mastercard has no obligation to take any action in response to the Feedback. You further agree that Mastercard will be free to use, disclose, reproduce, distribute, implement or otherwise commercialize all Feedback that you provide, without any obligation or restriction of any kind on account of intellectual property rights or otherwise. You agree to execute, or to have any relevant employee or director execute, any document necessary to transfer ownership of any of the foregoing made by any of your employees or directors to Mastercard.
The Platform may contain third party content and links to other web sites that are completely independent of the Platform. Without limitation, third party content may include information about APIs, and other products and services, of certain third parties that we believe may be of interest to you. Mastercard and/or our affiliates may have different business relationships with these third parties, including, without limitation, as customer, vendor, or investor. Without limitation, third-party content and links 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 accuracy, completeness, or reliability of third-party information, of products or services offered or sold through any linked webs site, or of the terms and conditions (including privacy policies) relating to third party information, products, and services. You assume sole responsibility for the use of third-party information, products, and services. Such third-party content or links shall not be construed as an approval or endorsement by Mastercard of the linked web site, or information, content, products or services offered therein. Any agreements, transactions, or other arrangements made between you and such third party are made solely at your own risk. When you click on a third-party link, you will leave the Platform. Any personal information you submit on the resulting site will not be collected or controlled by Mastercard but will be subject to the privacy notice or terms of use of the resulting site. Please review the privacy policy and terms of use of the resulting site for more information on its privacy practices. All third-party content and links are made available subject to the previous paragraph and these Terms.
From time to time, certain portions of the Platform may be made available in a beta or non-released form (collectively, "Beta Programs"). You may also agree to participate in pilot programs for certain products and Services (collectively, "Pilot (s)"). You acknowledge and agree that: (i) Beta Programs and Pilots test products and may contain bugs, errors, problems and/or changing features or functionality including but not limited to systems crashes, interruptions and/or data loss; (ii) your use of any Beta Programs and/or Pilots is voluntary and at your own risk and that Mastercard is not obligated to provide you with any Beta Programs and/or Pilots; (iii) Beta Programs and Pilots are provided for evaluation purposes only and not for production use, are not supported, and may be subject to additional terms; and (iv) you will use commercially reasonable efforts to provide Feedback (as defined above) related to your use of the Beta Programs and/or Pilots to us in a timely basis or as otherwise agreed between the parties in writing (email will suffice). You agree not to disclose such Feedback to any third party and hereby assign to us all right, title and interest in and to any such Feedback, without any right to compensation or other obligation from us. Beta Programs and Pilots are not considered "products and Services" hereunder and are provided "AS IS" with no express or implied warranty. Mastercard may change, withdraw, terminate your access to, testing of and/or use of, or discontinue any Beta Programs and/or Pilots at any time in its sole discretion.
Joint Venture or Franchise. This Terms will not be construed as creating a partnership, joint venture, or agency relationship or as granting a franchise.
All notices in connection with these Terms will be deemed given as of the day they are received either by messenger, overnight delivery service, or in the United States of America mail, postage prepaid, certified or registered, return receipt requested, and addressed either to You or to Mastercard at the addresses specified in these Terms, or to such other address as a party may designate pursuant to this notice provision, or, in the case of Mastercard only, by posting notice to the Platform or sending an email to any email that you provide to Mastercard in connection with Mastercard Platform.
The terms of this Terms and any related claims will be governed and construed in accordance with the laws of the State of New York and the United States without regard to the conflict law provisions thereof, and without regard to the United Nations Convention on the International Sale of Goods. Unless waived by Mastercard at its sole discretion, the exclusive venue and jurisdiction for any disputes or actions arising out of or related to this Terms will be the state and federal courts located in Westchester County, New York.
Neither party may assign its right, duties, and obligations under these Terms without the other party’s prior written consent, which consent will not be unreasonably withheld or delayed, except that a party may assign these Terms without the other party’s consent to a successor (including a successor by way of merger, acquisition, sale of assets, or operation of law) if the successor agrees in writing to assume and fulfill all of the assigning party’s obligations under these Terms and, if You are the assignor, the successor does not indirectly or directly compete with Mastercard. Any assignment in violation of this Section 17 is void.
Either party may terminate these Terms at any time, with or without cause, by providing written notice to the other party. Mastercard may also suspend or terminate Customer’s access to the Platform immediately and without notice if Mastercard determines, in its sole discretion, that (i) Customer has violated these Terms, (ii) continued use of the Platform may cause harm to Mastercard, its affiliates, or any third party, or (iii) the Pilot program is being modified, suspended, or discontinued.
If any part of these Terms is found to be illegal, unenforceable, or invalid, the remaining portions of the Terms will remain in full force and effect. If any limitation or restriction on the grant of any license to You under these Terms is found to be illegal, unenforceable, or invalid, the license will immediately terminate. Failure by a party to enforce any provision of these Terms will not be deemed a waiver of future enforcement of that or any other provision.
These Terms constitute the entire agreement between You and Mastercard with regard to their subject matter.
We may amend or modify these Terms at any time by posting the revised provisions online or by providing a copy to you (a “Revised Terms”). The Revised Terms shall be effective as of the time it is posted but will not apply retroactively. Your continued use of the Terms after the posting of the Revised Terms constitutes your acceptance of the Revised Terms. If you do not agree with such revisions, your sole and exclusive remedy is to terminate your use of the Platform.
Any reference to any agreement, document, or instrument will mean the agreement, document, or instrument as amended or modified and in effect from time to time in accordance with its terms. Whenever the words “include,” “includes,” or “including” are used in the Terms, they will be deemed to be followed by the words “without limitation.” The word “or” is used in the inclusive sense of “and/or.” The terms “or,” “any,” and “either” are not exclusive
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.