Effective Date: September 2024

These Terms of Use apply to: Argentina, Australia, Bahrain, Belarus, Brazil, Canada, Cambodia, Chile, Colombia, Costa Rica, Dominican Republic, Ecuador, Egypt, El Salvador, Georgia, Guatemala, Honduras, Hong Kong, India, Indonesia, Japan, Jordan, Kazakhstan, Kenya, Kingdom of Saudi Arabia (KSA), Kuwait, Malaysia, Mexico, New Zealand, Nicaragua, Nigeria, Panama, Paraguay, Peru, Philippines, Qatar, Singapore, South Africa, Tanzania, Taiwan, Thailand, Ukraine, United Arab Emirates (UAE), United States of America (USA) and Uruguay, (“Authorized Countries”).

Thank you for choosing to create Mastercard payment passkey.

These Terms of Use (“TOU”) and the Mastercard payment passkey Privacy Notice (“Privacy Notice” and, together with these TOU, these “Terms”) are a legal agreement between you and Mastercard International Incorporated, including its subsidiaries and affiliates (“Mastercard”). BY CREATING AND USING A PASSKEY PROFILE, YOU AGREE TO ALL OF THE TERMS AND CONDITIONS IN THESE TERMS, AND ALL OTHER RULES, POLICIES AND PROCEDURES RELATING TO YOUR PASSKEY PROFILE THAT MASTERCARD MAY PROVIDE YOU FROM TIME TO TIME (AS DESCRIBED IN THESE TERMS).

PLEASE NOTE THAT THESE TERMS DO NOT MODIFY, OR HAVE ANY OTHER IMPACT ON, THE TERMS AND CONDITIONS YOU HAVE WITH YOUR ISSUER(S) RELATING TO YOUR MASTERCARD CARD(S).

“You” (and all of its derivations) means you individually and any person acting as your agent, under your authority, or with your permission. IF YOU DO NOT AGREE TO THESE TERMS, YOU MUST NOT REGISTER FOR OR USE YOUR MASTERCARD PAYMENT PASSKEY.

To the extent permitted by applicable law, these Terms provide that all disputes between you and Mastercard will be resolved by BINDING ARBITRATION. Please review Dispute Resolution and Arbitration for the details regarding your agreement to arbitrate any disputes with Mastercard.

Creation and Management of Your Passkey Profile

You may create a passkey profile when you use your Mastercard credit, debit, and prepaid card or account (“Card”) to shop or make payments online on a personal computer, tablet, mobile device, other device or in other electronic commerce environments, when you choose to save with merchants, e-commerce sites, digital wallets, and other entities (“Participating Parties”) your Card or other information that you would like to access with your Mastercard payment passkey, or when you access an account associated with your Card at a Participating Party. You may also be able to create a passkey profile via your Card issuer’s banking application.

In order to create your passkey profile, you will provide to Mastercard information including, but not limited to your: email address, Card number, mobile phone number, or other information to keep your passkey secure. All of the information in your passkey profile are collectively referred to in these Terms as your “Profile Information.” You may authorize an entity to provide this information on your behalf. Mastercard will store your Profile Information in your passkey profile.

By providing your Profile Information, you are enabling Mastercard to issue one or more Mastercard payment passkey(s) which will be associated with your passkey profile, the device you use, mobile phone number, email address, and/or with your Card(s). Your Mastercard payment passkey will be created using industry standard security specifications. You can access your Mastercard payment passkey through your mobile device interface. Your fingerprints, face authentication data and/or device pin or passcode do not leave your device. Your use of device unlock mechanism is governed by the agreement between you and your device manufacturer.

YOUR PASSKEY PROFILE IS INTENDED FOR USE IN THE AUTHORIZED COUNTRIES ONLY. If your country of residence changes, you must promptly un-register your passkey profile and re-register if your new country of residence is an Authorized Country. If your new country of residence is not an Authorized Country, you should un-register your existing passkey profile and re-register when Mastercard payment passkey is available in your new location. If your new location is an Authorized Country, you may be asked to accept the Terms in a form modified for that country.

Your Card issuer may also provide information about your Card account to Mastercard, without further action on your part, to help us provide a better service to you. Mastercard presents this information as-is, as received from the issuer of your Card. If you have questions about your Card-related information that you see in connection with using your passkey profile, please contact your Card issuer.

We may take steps to update certain information about your Card (including but not limited to, Card number and/or expiration date) using information and third-party sources available to us, without any action on your part. If you do not want us to update your Card information, you may remove that Card from your passkey profile here.

You must use only valid email addresses and device(s) owned or controlled by you. When you create a passkey and use it in connection with a Card, you are representing and warranting that you are a valid holder or authorized user of that Card. You are solely responsible for maintaining up-to-date and accurate information in your passkey profile, including all Profile Information. Mastercard has no responsibility for the validity, accuracy, or completeness of the Profile Information that Mastercard transmits on your behalf.

Protecting Your Information

A Mastercard payment passkey is a means of identifying yourself for Card transactions and other activity. Creating a payment passkey on a device you share with other people is therefore a security risk and a breach of these Terms. By creating a payment passkey, you are confirming that you are the only person to have access to the unlocking mechanism of the device you are using.

You are responsible for maintaining adequate security and control of all devices that you use to access your passkey profile through the use of passwords, PINs, biometrics or other appropriate authentication methods.

You are responsible for all activities that occur through or by usage of your passkey profile, including the activities of others (whether or not the activities are authorized). You must immediately notify Mastercard of unauthorized access to or use of your passkey profile. 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 access to or use of your passkey profile or any Profile Information (with or without your knowledge), except to the extent the foregoing limitation is prohibited under applicable law.

Using Your Mastercard Payment Passkey

Mastercard has entered into agreements with Participating Parties under which Mastercard provides those Participating Parties with a service to confirm the identity of a consumer (“Authentication”). Once you have created your passkey profile, Participating Parties that you wish to interact with may invoke the Mastercard service in order to authenticate you. This may be in connection with a specific transaction or with other account management activity. You agree that we can confirm the existence of your passkey profile to a Participating Party when you interact with them. If your Mastercard payment passkey is available, the Participating Party may invite you to complete an Authentication. Your device will inform you that your Mastercard payment passkey is available, and you will then be able to use the biometric or other device unlock mechanisms on your mobile device to complete an Authentication.

You are under no obligation to use your Mastercard payment passkey, and Mastercard will not allow it to be used for an Authentication if you do not choose to do so. Be aware that a Participating Party may choose not to provide a service to you if they have been unable to identify you.

MASTERCARD PAYMENT PASSKEY IS NOT A TRANSACTION SERVICE.

Each underlying activity that utilizes your passkey profile to authenticate you is a contractual relationship directly between you and the Participating Party, and the Participating Party’s terms and conditions will govern all aspects of that interaction and the Participating Party’s use of any data you share with them. The processing of any Card transaction is a separate matter and Mastercard has no liability to you or the Participating Parties for it. The availability of your Mastercard payment passkey does not constitute any approval, endorsement, or warranty by Mastercard of the products or services or of the Participating Party offering them. If you have any concerns with respect to any activity that utilized your Mastercard payment passkey, you must contact the Participating Party. You may also have certain rights and protections under your agreement with your Card issuer or under applicable law with respect to the charges for transactions made to your registered Cards. Consult your agreement with your Card issuer for details and applicable laws.

You are solely responsible for ensuring your use of Mastercard payment passkey complies with the terms and conditions that govern your Cards that you associate with your Mastercard payment passkey. You are also responsible for all charges or debits to your Cards that result from transactions made using your Profile Information, and any fees that the issuers of your Cards may charge in connection with the transactions.

Mastercard is not a bank, payment institution, or a money services business as defined by the applicable regulatory body in the Authorized Country having authority to define such entities, and Mastercard does not offer those services. Mastercard does not issue Cards of any kind. Any and all questions or issues regarding any of your Cards should be directed to the bank or financial institution that issued your Card and not to Mastercard. MASTERCARD MAKES NO REPRESENTATIONS THAT YOUR CARDS ARE VALID OR IN GOOD STANDING OR THAT THE PARTIES WHO ISSUED YOUR CARDS WILL APPROVE OR HONOR YOUR REQUESTED TRANSACTIONS.

Privacy

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 in connection with your passkey profile, as well as the choices and access rights you have in regard to your personal information.

Grant of License from Mastercard

Mastercard License. So long as you comply with these Terms, Mastercard grants you a limited, non-exclusive, as-is, revocable, non-transferable license, without right of sublicense, to use your passkey profile solely for the purpose of authenticating yourself with Participating Parties.

Prohibited Conduct. You must not use your passkey profile for any other purpose and must not:

• use your passkey profile in breach of these Terms;
• use in any manner that could be deemed false and/or in violation of any third party rights;
• decompile, reverse engineer, or otherwise access or attempt to access the source code relating to Mastercard’s services and systems used in connection with your Mastercard payment passkey, or make or attempt to make any modification to the same (except to the extent the foregoing prohibition is not permitted under applicable law);
• gain access to or use Mastercard’s services or systems, including those used in connection with your Mastercard payment passkey, other than as permitted under these Terms, or damage, disrupt, or impede the operation of Mastercard’s services or systems;
• use your Mastercard payment passkey in connection with any fraudulent or illegal conduct, transaction, or business, as determined by Mastercard in its sole discretion;
• register for a Mastercard payment passkey by automated means or under false or fraudulent pretenses;
• interfere with, circumvent, or modify any security mechanism used by or on behalf of Mastercard;
• use or launch any automated system, including “robots,” “spiders,” or “offline readers,” to access Mastercard’s services and systems used in connection with your Mastercard payment passkey;
• act as a payment intermediary, aggregator, or service bureau yourself or on behalf of any third party, including handling, processing, or transmitting funds for any third party;
• rent, lease, loan, trade, sell, re-sell, or otherwise charge any party for access to Mastercard’s services and systems used in connection with your Mastercard payment passkey;
• transmit any viruses, worms, defects, Trojan horses, or any programming of a destructive nature; or
• attempt to do any of the foregoing acts or assist or permit any person in engaging in any of the foregoing acts.

Compliance with Law. You must comply with all applicable international, national, provincial, and local laws, rules, regulations, directives, and governmental requirements relating to your use of your Mastercard payment passkey and Mastercard’s services and systems used in connection with your Mastercard payment passkey. Mastercard may, in its sole discretion, accept or reject your request to register a passkey profile and may disable or otherwise suspend access to your passkey profile or to any Profile Information within your passkey profile at any time for any reason or no reason whatsoever, including if Mastercard suspects fraud or illegal, unauthorized or improper conduct.

Grant of License from You

Mastercard does not claim ownership of the content that you provide, upload, submit or send to Mastercard. When you provide content to Mastercard (including in your passkey profile), you grant Mastercard (and parties that we work with) a non-exclusive, irrevocable, royalty-free, transferable, and worldwide license to store, reproduce, modify, create derivative works and otherwise use your content and associated intellectual property and publicity rights to help us improve, operate and promote our current services and systems, and to develop new ones. Mastercard will not compensate you for any of your content. You acknowledge that Mastercard’s use of your content will not infringe any intellectual property or publicity rights. Further, you acknowledge and warrant that you own or otherwise control all of the rights of the content you provide, and you agree to waive your moral rights and promise not to assert such rights against Mastercard.

Carrier Fees

MASTERCARD ASSUMES NO RESPONSIBILITY OR LIABILITY FOR ANY DELAYS OR FAILURE TO RECEIVE MOBILE-BASED INFORMATION OR ANY SECURITY BREACHES RELATED TO ANY OF THE FOREGOING.

Carrier Fees. You are responsible for any fees and penalties charged by your telecommunications provider or any other third party in connection with your use of Mastercard payment passkey on your mobile device.

Fees and Charges

While Mastercard currently makes Mastercard’s services and systems used in connection with your passkey profile available free of charge to you, Mastercard may in the future charge for these products and services (or any additional features or functionality) at any time, in its sole discretion, and will notify you in advance of such future charges to the extent required under applicable laws.

Modifications to Our Service and to These Terms

Mastercard may, in its sole discretion, and at any time modify, update, discontinue, suspend, or otherwise change, temporarily or permanently, any or all aspects of Mastercard payment passkey. Mastercard will notify you in advance of such discontinuance, modification, or change to the extent required under applicable laws. These changes may require you to update your Profile Information or other information related to your passkey profile in order to continue using including Mastercard’s services and systems. To the maximum extent permitted by law, Mastercard will not have any liability or obligation to you with regard to any modifications or changes it makes to Mastercard’s services or systems (including Mastercard’s products and services used in connection with your passkey profile).

Mastercard reserves the right, in its sole discretion at any time and from time-to-time, to change these Terms or provide other disclosures or notices regarding your passkey profile (including Mastercard’s services and systems used in connection with your passkey profile) by delivering them to you through your passkey profile account and emailing them to you at the email address associated with your passkey profile.

If you are an existing Mastercard payment passkey user, non-material changes we make to these Terms will become effective immediately upon publication of the updated Terms. To the fullest extent permitted under applicable law, your continued use of Mastercard payment passkey after we publish any such changes will constitute your acceptance of the updated Terms. If we make a change to these Terms that materially modifies your rights or obligations, you will be required to affirmatively accept the modified Terms before continuing to use the Service. Note that any changes made to these Terms for legal reasons will become effective immediately upon publication. You should review these Terms often. You may access the current copy of the Terms at any time and can determine when the Terms were last modified by checking the date at the top of these Terms.

Feedback

From time to time, Mastercard may ask you for (or you may independently provide Mastercard with) your feedback, suggestions, comments, or ideas (collectively “Feedback”) on Mastercard’s services and systems used in connection with your Mastercard payment passkey or other Mastercard products or services, but you are not required to provide us with any Feedback. You agree 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.

Intellectual Property Ownership and Rights

As between you and Mastercard, Mastercard owns and retains all right, title, and interests, including all intellectual property rights, in and to (a) Mastercard’s systems and services; and (b) your passkey profile (but not the content you provide to Mastercard) (collectively, “Mastercard Property”). 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’s systems and services or a Card (“Trademarks”). You have no right to use any Trademark in any manner without the advance written permission of the owner of that Trademark.

Using your passkey profile or other Mastercard systems and services does not give you ownership of any intellectual property rights in the Mastercard Property. Mastercard reserves all rights in the Mastercard Property and Trademarks not expressly granted to you in these Terms.

Your Representations

You represent and covenant that (a) the information you provide to Mastercard in connection with your registration for a passkey profile is true and correct and you will keep it accurate and up-to-date at all times; (b) you are the valid holder or authorized user of each Card that you store in your passkey profile; and (c) you will comply with these Terms and all applicable local, national, provincial, and international laws, rules, and regulations in connection with your use of your Mastercard payment passkey and other Mastercard services and systems.

You represent and warrant that you are: (i) at least 18 years of age (or the minimum age in your jurisdiction for entering into a binding contract), (ii) capable of entering into a legally binding agreement, and (iii) a legal resident of one of the countries where Mastercard payment passkey is implemented.

Indemnification

To the fullest extent permitted by law, you agree to indemnify and hold harmless Mastercard and its business partners, and its and their officers, directors, employees, representatives and affiliates (the “Indemnified Parties”), from and against any and all claims, liabilities, damages (actual and consequential), losses, fines, and expenses (including legal and other professional fees and costs of investigation) arising from or in any way related to (a) your use of Mastercard’s services and systems, including your passkey profile in a manner not authorized by these Terms; (b) your (or anyone using your passkey profile’s) breach of these Terms or applicable law; (c) your negligence or willful misconduct; (d) any dispute between you and a third party, including any merchant or financial institutions; or (e) your violation of any third party’s rights, including any intellectual property rights.

Disclaimer of Warranties

General Disclaimer. MASTERCARD’S SERVICES AND SYSTEMS, INCLUDING YOUR Mastercard PAYMENT PASSKEY, ARE PROVIDED “AS IS,” “AS AVAILABLE,” AND WITH ALL FAULTS. THE INDEMNIFIED PARTIES DISCLAIM ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING 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 MASTERCARD’S SERVICES AND SYSTEMS (INCLUDING ANY INFORMATION RELATED TO A PARTICIPATING PARTY’S PRODUCTS OR SERVICES) OR IN ANY THIRD PARTY CONTENT, WILL BE ACCURATE OR COMPLETE, OR THAT MASTERCARD’S SERVICES AND SYSTEMS OR ANY THIRD PARTY CONTENT WILL BE ERROR FREE, CONTINUOUS OR UNINTERRUPTED, FREE FROM SPYWARE, MALWARE, ADWARE, VIRUSES, WORMS, OR OTHER MALICIOUS CODE, OR WILL FUNCTION TO MEET YOUR REQUIREMENTS. MASTERCARD DOES NOT WARRANT THAT MASTERCARD’S SERVICES AND SYSTEMS WILL WORK 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 MASTERCARD’S SERVICES AND SYSTEMS, INCLUDING YOUR MASTERCARD PAYMENT PASSKEY. IT IS YOUR SOLE RESPONSIBILITY TO DETERMINE WHETHER MASTERCARD SERVICES AND SYSTEMS ARE SUITABLE AND ADEQUATE FOR YOUR NEEDS.

Disclaimer Regarding Transactions. YOU SPECIFICALLY ACKNOWLEDGE AND AGREE THAT MASTERCARD DOES NOT HAVE ANY CONTROL OVER YOUR TRANSACTIONS USING YOUR PAYMENT INFORMATION, AND MASTERCARD CANNOT ENSURE THAT ALL TRANSACTIONS WILL BE COMPLETED OR THAT THE BANK (OR OTHER ISSUER) WHO HAS ISSUED YOUR CARD WILL AUTHORIZE THE TRANSACTIONS THAT YOU INITIATE.

Disclaimer Regarding Passkey Profile. YOU ACKNOWLEDGE AND AGREE THAT THE MASTERCARD PAYMENT PASSKEY IS AVAILABLE ONLY IN CERTAIN MARKETS AND YOU MAY NOT BE ABLE TO CREATE A PASSKEY PROFILE, ACCESS YOUR PASSKEY PROFILE, OR COMPLETE A TRANSACTION USING YOUR PASSKEY PROFILE, DEPENDING ON, AMONG OTHER THINGS, THE LOCATION OF THE PARTICIPATING PARTY AND THE COUNTRY OF YOUR CARD’S ISSUANCE. FURTHERMORE, YOU ACKNOWLEDGE AND AGREE THAT NOT ALL MASTERCARD SERVICES AND SYSTEMS (INCLUDING THE FEATURES DESCRIBED IN THESE TERMS AND OTHER DESCRIPTIONS OF THE MASTERCARD PAYMENT PASSKEY) MAY BE AVAILABLE AT ALL TIMES OR IN ALL USES OF YOUR PASSKEY PROFILE, AND MAY DEPEND ON, AMONG OTHER THINGS, THE LOCATION AND CAPABILITIES OF THE PARTICIPATING PARTY AND YOUR CARD’S ISSUER.

Third-Party Systems. MASTERCARD PAYMENT PASSKEY INTERACTS WITH THIRD PARTY SYSTEMS THAT ARE INDEPENDENT OF MASTERCARD AND NOT OWNED OR CONTROLLED BY MASTERCARD. YOU ACKNOWLEDGE AND AGREE THAT MASTERCARD SHALL NOT BE LIABLE FOR ANY LOSS, DAMAGE OR OTHER HARM RESULTING DIRECTLY OR INDIRECTLY FROM ANY SECURITY BREACH OR OTHER ISSUE RELATING TO A THIRD PARTY SYSTEM.

Applicable Laws. IN THOSE JURISDICTIONS WHERE A PART OF THE FOREGOING DISCLAIMERS MAY BE LIMITED OR INAPPLICABLE UNDER APPLICABLE LAW, THE FOREGOING DISCLAIMERS APPLY TO THE MAXIMUM EXTENT PERMITTED UNDER LAW.

Limitation of Liability

Limitation. REGARDLESS OF WHETHER ANY REMEDY IN THESE TERMS FAILS ITS ESSENTIAL PURPOSE OR OTHERWISE, THE INDEMNIFIED PARTIES ARE NOT AND WILL NOT BE LIABLE TO YOU FOR ANY DIRECT, INDIRECT, SPECIAL, PUNITIVE, EXEMPLARY, CONSEQUENTIAL, OR ANY OTHER DAMAGES WHATSOEVER, INCLUDING 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 CONTRACT, NEGLIGENCE, OR OTHER TORTIOUS ACTIONS) ARISING OUT OF OR IN CONNECTION WITH (A) THESE TERMS; (B) MASTERCARD SERVICES AND SYSTEMS (INCLUDING YOUR PASSKEY PROFILE); (C) ANY INTERRUPTION IN SERVICE RELATED TO SERVICES AND SYSTEMS; (D) ANY CARD, OR THIRD PARTY CONTENT; (E) ANY PRODUCT OR SERVICE OBTAINED THROUGH A TRANSACTION USING YOUR PAYMENT INFORMATION; (F) THE ACTIONS OR INACTIONS OF ANY PARTICIPATING PARTY; (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 YOUR PASSKEY PROFILE), INCLUDING PERSONAL DATA, EVEN IF ANY OF THE INDEMNIFIED 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 INDEMNIFIED PARTIES ARISING OUT OF YOUR USE OF MASTERCARD PAYMENT PASSKEY, YOUR DEVICE(S) OR THESE TERMS. WITHOUT LIMITING THE FOREGOING, MASTERCARD IS NOT RESPONSIBLE FOR ANY ERRORS IN ANY DESCRIPTIONS OF PRODUCTS OR SERVICES OFFERED BY PARTICIPATING PARTIES OR ANY MOBILE CARRIER FEES OR PENALTIES OR CARD ACCOUNT FEES OR PENALTIES THAT YOU INCUR AS A RESULT OF YOUR USE OF MASTERCARD SERVICES AND SYSTEMS, INCLUDING ANY FEES AND PENALTIES THAT MAY RESULT FROM TRANSACTION REVERSALS.

Cap on Liability. NOTWITHSTANDING THE FOREGOING, THE INDEMNIFIED PARTIES’ TOTAL LIABILITY TO YOU FOR ALL DAMAGES, LOSSES, AND CAUSES OF ACTION, WHETHER IN CONTRACT, TORT (INCLUDING NEGLIGENCE), OR OTHERWISE WILL NOT, UNDER ANY CIRCUMSTANCES, EXCEED ONE HUNDRED U.S DOLLARS (US $100).

Applicable Laws. In those jurisdictions where a part of the foregoing limitations may be limited or inapplicable under applicable law, the foregoing limitations and exclusions apply to the maximum extent permitted under law.

Term and Termination. Mastercard may suspend or terminate your use of Mastercard payment passkeys, your access to your passkey profile, or your access or use of any Profile Information in your passkey profile, at any time from time to time, with or without cause, and without notice, including in the event Mastercard believes (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 passkey profile is false, inaccurate, not current, or incomplete; (c) you are engaged in illegal activity; (d) you have breached any of these Terms; or (e) your passkey profile has been inactive for more than thirteen (13) months. You may terminate these Terms with respect to your passkey profile or for any reason or no reason at all, at your convenience, by deleting your passkey profile and ceasing all use of passkey related Mastercard services and systems.

Effect of Termination. Upon termination of these Terms for any reason, the rights and licenses granted to you with respect to Mastercard will immediately terminate and you will have to immediately cease all use of your passkey profile and related Mastercard services and systems. The terms, conditions, and warranties contained in these Terms that by their nature and context are intended to survive the termination of these Terms will survive, including, without limitation, the following sections:

• Privacy
• Protecting Your Information
• Using Your Mastercard Payment Passkey
• Grant of License from You
• Feedback
• Intellectual Property Ownership and Rights
• Third Party Content
• Your Representations
• Indemnification
• Disclaimer of Warranties
• Limitation of Liability
• Termination
• Entire Agreement
• Relationship of the Parties
• Mastercard Third Party Beneficiaries
• Waiver; Invalidity
• Interpretation
• Assignment
• Governing Law
• Dispute Resolution and Arbitration

Mastercard will have no liability to you for any damages, loss of profits or other claims arising from the termination or suspension of your access to your passkey profile and related Mastercard services and systems.

Customer Support

Please visit the Frequently Asked Questions at https://www.mastercard.com/global/en/personal/payment-passkeys.html or contact customer support at support.checkout@mastercard.com if you have any questions or difficulties using your passkey profile.

Notifications

Unless provided otherwise by Mastercard, all notices required from you under these Terms must be sent to the addresses specified by Mastercard from time to time, in its sole discretion. You consent to receiving certain electronic communications from us as further described in the Privacy Notice. Please read our Privacy Notice to learn more about our electronic communications practices. You agree that any notices, agreements, disclosures, or other communications that we send to you electronically will satisfy any legal communication requirements, including that those communications be in writing.

Entire Agreement

These Terms constitute the entire agreement between you and Mastercard with regard to their subject matter.

Relationship of the Parties

These Terms do not create and must 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 and that Mastercard’s affiliates and subsidiaries are entitled to directly enforce, and rely upon, any provision of these Terms 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.

Waiver; Severability

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

Interpretation

The section headings in these Terms are for convenience only and have no legal or contractual effect. For purposes of these Terms, (a) the words “include,” “includes” and “including” will be deemed to be followed by the words “without limitation”; (b) the words “such as”, “for example” “e.g.” and any derivatives of those words will mean by way of example and the items that follow these words will not be deemed an exhaustive list; (c) the word “or” is used in the inclusive sense of “and/or” and the terms “or,” “any,” and “either” are not exclusive; and (d) the singular includes the plural and the plural includes the singular. No ambiguity will be construed against any party based on a claim that the party drafted the language.

Assignment

These Terms may not be assigned by you. Mastercard may assign its rights and obligations set forth in these Terms of Use at any time.

Force Majeure

Mastercard shall not be liable for loss or damage, or for any delay, or failure to perform its obligations hereunder to the extent such loss, damage, delay, or failure is caused by any act of God, natural disaster, fire, strike, embargo, war, threat of terrorism, insurrection, riot, denial of service attack, epidemic, pandemic or contagious disease outbreak or other cause or circumstance beyond its reasonable control, whether similar or dissimilar to any of the foregoing.

Governing Law

These Terms are governed by the laws of the State of New York without giving effect to any choice of law or conflict of law provision or rule that would cause the application of the laws of any jurisdiction other than the State of New York. To the maximum extent permitted by law, you and Mastercard agree to submit to the personal and exclusive jurisdiction of the state courts and federal courts located within Westchester County, New York for the purpose of litigating any dispute.

Dispute Resolution and Arbitration

Generally. In the interest of resolving disputes between you and Mastercard in the most expedient and cost effective manner, you and Mastercard agree that, to the extent permitted by applicable law, every dispute arising in connection with these Terms will be resolved by binding arbitration (except as set forth in the following paragraph). Arbitration is less formal than a lawsuit in court. Arbitration uses a neutral arbitrator instead of a judge or jury, may allow for more limited discovery than in court, and can be subject to very limited review by courts. Arbitrators can award the same damages and relief that a court can award. This agreement to arbitrate disputes includes all claims arising out of or relating to any aspect of these Terms, whether based in contract, tort, statute, fraud, misrepresentation, or any other legal theory, and regardless of whether a claim arises during or after the termination of these Terms. YOU UNDERSTAND AND AGREE THAT, BY ENTERING INTO THESE TERMS, YOU AND MASTERCARD ARE EACH WAIVING THE RIGHT TO A TRIAL BY JURY OR JUDGE OR TO PARTICIPATE IN A CLASS ACTION.

Exceptions. Nothing in these Terms will be deemed to waive, preclude, or otherwise limit the right of either party to: (a) bring an individual action in small claims court; (b) pursue an enforcement action through the applicable national provincial or local agency if that action is available; (c) seek injunctive relief in a court of law; or (d) to file suit in a court of law to address an intellectual property infringement claim.

Arbitration. Any arbitration between you and Mastercard will be settled under the U.S. Federal Arbitration Act (if you are a resident of the US) or the applicable local arbitration statute, and governed by the Consumer Arbitration Rules (collectively, “AAA Rules”) of the American Arbitration Association (“AAA”), as modified by these Terms, and will be administered by the AAA. The AAA Rules and filing forms are available online at www.adr.org, by calling the AAA at 1-800-778-7879, or by contacting Mastercard.

Notice; Process. A party who intends to seek arbitration must first send a written notice of the dispute to the other party by certified mail or by Federal Express (signature required) or, only if such other party has not provided a current physical address, then by electronic mail (“Notice”). Mastercard's address for Notice is: Mastercard International Incorporated, 2000 Purchase Street, Purchase, NY 10577. The Notice must: (a) describe the nature and basis of the claim or dispute; and (b) set forth the specific relief sought (“Demand”). The parties will make good faith efforts to resolve the claim directly, but if the parties do not reach an agreement to do so within thirty (30) days after the Notice is received, you or Mastercard may commence an arbitration proceeding. During the arbitration, the amount of any settlement offer made by you or Mastercard must not be disclosed to the arbitrator until after the arbitrator makes a final decision and award, if any. If the dispute is finally resolved through arbitration in your favor, Mastercard will pay you the highest of the following: (i) the amount awarded by the arbitrator, if any; (ii) the last written settlement amount offered by Mastercard in settlement of the dispute prior to the arbitrator’s award; or (iii) one thousand U.S. dollars (US $1,000).

Fees. If you commence arbitration in accordance with these Terms, Mastercard will reimburse you for your payment of the filing fee, unless your claim is for more than ten thousand U.S. dollars (US $10,000), in which case the payment of any fees will be decided by the AAA Rules. If an oral in-person arbitration hearing is necessary, such hearing will take place at a location to be agreed upon in Westchester County, New York (if you are a resident of the US) or in your country of residence, but if the claim is for ten thousand U.S. dollars (US $10,000) or less, you may choose whether the arbitration will be conducted: (a) in writing solely on the basis of documents submitted to the arbitrator; (b) through a non-appearance based telephone or video hearing; or (c) by an in-person hearing as established by the AAA Rules in the county (or parish) of your billing address. If the arbitrator finds that either the substance of your claim or the relief sought in the Demand is frivolous or brought in bad faith or (if you are a resident of the US) for an improper purpose (as measured by the standards set forth in U.S. Federal Rule of Civil Procedure 11(b)), then the payment of all fees will be governed by the AAA Rules. In that case, you agree to reimburse Mastercard for all monies previously disbursed by it that are otherwise your obligation to pay under the AAA Rules. Regardless of the manner in which the arbitration is conducted, the arbitrator must issue a reasoned written decision sufficient to explain the essential findings and conclusions on which the decision and award, if any, are based. The arbitrator may make rulings and resolve disputes as to the payment and reimbursement of fees or expenses at any time during the proceeding and upon request from either party made within fourteen (14) days of the arbitrator’s ruling on the merits.

No Class Actions. TO THE EXTENT PERMITTED BY APPLICABLE LAW, YOU AND MASTERCARD AGREE THAT EACH MAY BRING CLAIMS AGAINST THE OTHER ONLY IN YOUR OR ITS INDIVIDUAL CAPACITY AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS OR REPRESENTATIVE PROCEEDING. Further, unless both you and Mastercard agree otherwise, the arbitrator may not consolidate more than one person’s claims, and may not otherwise preside over any form of a representative or class proceeding.

Modifications to this Arbitration Provision. If Mastercard makes any future change to this arbitration provision, other than a change to Mastercard's address for Notice, you may reject the change by sending us written notice within thirty (30) days of the change to Mastercard's address for Notice, in which case your account with Mastercard will be immediately terminated and this arbitration provision, as in effect immediately prior to the changes you rejected will survive.

Enforceability. If the “No Class Actions” provision is found to be unenforceable, or if the entirety of this ”Dispute Resolution and Arbitration” section is found to be unenforceable, then the entirety of this section will be null and void and, in that case, the parties agree that the governing law, exclusive jurisdiction, and venue described under ”Governing Law” will govern any action arising out of or related to these Terms.

Country-specific Terms: kin

The following terms apply in BRAZIL:

1. In Cap on Liability, the term “one hundred United States Dollars (US$100 USD)” is replaced with “five hundred Brazilian Reais (BRL$500)”.
2. The references to binding arbitration, arbitration fees, class actions and waiver of the right to go to court do not apply to you if you reside in Brazil.
3. The Governing Law section is deleted in its entirety and replaced with the following: “These Terms are governed by the laws of the Federative Republic of Brazil. If a lawsuit or legal proceeding is permitted under these Terms, you and Mastercard agree to file eventual lawsuit or legal proceeding under the jurisdictions of the State of São Paulo for the purpose of litigating any dispute. You agree that regardless of any statute or law to the contrary, any claim or cause of action you may have arising out of or relating to these Terms must be filed within five (5) years after the event giving rise to such claim or cause of action."

The following terms apply in MEXICO:

1. The references to binding arbitration, arbitration fees, class actions and waiver of the right to go to court do not apply to you if you reside in Mexico.

The following terms apply in KUWAIT:

1. The references to binding arbitration and waiver of the right to go to court do not apply to you if you reside in Kuwait.

The following terms apply in KUWAIT, QATAR, KINGDOM OF SAUDI ARABIA AND UNITED ARAB EMIRATES:

1. The Governing Law section is deleted in its entirety and replaced by the following: “These Terms are governed by the laws (Laws) of England and Wales and is subject to the exclusive jurisdiction of the Dubai International Financial Centre (DIFC) Courts. If a lawsuit or legal proceeding is permitted under these Terms, then you and Mastercard agree to file eventual lawsuit or legal proceeding in the DIFC Courts.

The following terms apply in QATAR, KINGDOM OF SAUDI ARABIA AND UNITED ARAB EMIRATES:

1. The Arbitration and Fees provision under the Dispute Resolution and Arbitration section is amended to reflect the Arbitration Rules by replacing AAA where they appear as follows: “Any arbitration between you and Mastercard will be settled under the Arbitration Rules of the Dubai International Financial Centre (DIFC) –London Court of International Arbitration ((LCIA) Centre, which Rules are deemed to be incorporated by reference into this clause.”

The following terms apply in KAZAKHSTAN:

1. The Governing Law section is to be stated as follows: “These Terms are governed by the laws of the State of New York without giving effect to any choice of law or conflict of law provision or rule that would cause the application of the laws of any jurisdiction other than the State of New York.”

The following terms shall apply for GEORGIA:

1. The relevant sentence related to the discontinuance, modification or change under paragraph 1 of the Modifications to Our Service and to These Terms section is modified as follows: “In a reasonable timeframe Mastercard will notify you in advance of such discontinuance, modification, or change. These changes may require you to update your Profile Information or other information related to your passkey profile in order to continue using including Mastercard’s services and systems. If you do not agree with the implemented changes, you may delete your passkey profile”.
2. The relevant sentence related to the discontinuance, modification or change under paragraph 2 of the Modifications to Our Service and to These Terms section is modified as follows: “Mastercard reserves the right, in its sole discretion at any time and from time-to-time, to change these Terms or provide other disclosures or notices regarding your passkey profile (including Mastercard’s services and systems used in connection with your passkey profile) by delivering them in reasonable timeframe to you through your passkey profile account and emailing them to you at the email address associated with your passkey profile”.
3. The relevant sentence related to the effectiveness of the non-material changes under Paragraph 3 of the Modification to Our Service and to These Terms section is modified as follows: “Mastercard reserves the right, in its sole discretion at any time and from time-to-time, to change the non-material Terms by delivering them to you through your passkey profile account and emailing them to you at the email address associated with your passkey profile”.
4. The relevant sentence related to the liability under paragraph 1 of the Limitation of Liability section is modified as follows:
   

   “Limitation. REGARDLESS OF WHETHER ANY REMEDY IN THESE TERMS FAILS ITS ESSENTIAL PURPOSE OR OTHERWISE, THE INDEMNIFIED PARTIES ARE NOT AND WILL NOT BE LIABLE TO YOU FOR ANY DIRECT, INDIRECT, SPECIAL, PUNITIVE, EXEMPLARY, CONSEQUENTIAL, OR ANY OTHER DAMAGES WHATSOEVER, INCLUDING 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 CONTRACT, OR OTHER TORTIOUS ACTIONS, (Except in cases where the damage is caused through an willful misconduct and gross negligence ) ARISING OUT OF OR IN CONNECTION WITH (A) THESE TERMS”;