Accessing or using the Site means you agree to these Terms of Use
Accessing or using the Site counts as agreeing to be bound by these Terms of Use, which include any additional terms and conditions Mastercard publishes on the Site as they are amended from time to time. If you do not agree, the Terms tell you not to access or use the Site. They also ask you to read them before registering or using the Site and to keep them for your records.
Details
Who
Anyone who accesses or uses the Site
What it does
Agrees to be bound by the Terms of Use
Supporting quotations
By accessing this Site, you agree to these terms and conditions and any additional terms and conditions that may be published by Mastercard on the Site, as may be amended from time to time
BY USING THE SITE, YOU ACKNOWLEDGE THAT YOU HAVE READ, UNDERSTOOD, AND AGREED TO BE BOUND BY THESE TERMS OF USE.
If you do not agree to the Terms of Use, do not access the Site or use the Site.
Qualifications & exceptions
The Terms of Use include any additional terms and conditions Mastercard publishes on the Site, as amended from time to time.
In these Terms, "we" means Mastercard and Goodworld together
For this Site only, the words "we," "us" and "our" mean Mastercard and Goodworld collectively. "You" and "your" mean the person who has accessed the Site and/or has registered for participation in the Program.
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In these Terms of Use for this Site only, the words "we," "us" and "our" mean collectively Mastercard and Goodworld.
the words "you" and "your" mean the person who has accessed the Site and/or has registered for participation in the Program
Qualifications & exceptions
The collective meaning of "we," "us" and "our" applies to this Site only.
Not stated here
The Terms do not say which of Mastercard or Goodworld carries out a particular obligation written as "we".
Legal Rights & Agreement Rules · Restriction or exception
Additional Terms control over these Terms if they conflict
Some features, products or parts of the Site may come with separate guidelines, rules, or terms of use or sale ("Additional Terms"). If those conflict with these Terms of Use, the Additional Terms control, unless the Additional Terms themselves expressly say otherwise. The Terms also say certain features and services may be governed by different terms of use, and that designated legal notices or terms on particular pages, applications, tools or other materials within the Site may supersede or add to these Terms.
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Exception
Unless the Additional Terms expressly state otherwise
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In some instances, both these Terms of Use and separate guidelines, rules, or terms of use or sale setting forth additional or different terms and/or conditions will apply to your use of the Site or to a Site or product offered via the Site
To the extent there is a conflict between these Terms of Use and any Additional Terms, the Additional Terms will control unless the Additional Terms expressly state otherwise.
Additionally, certain features and services made available through the Site from time to time may be governed by different terms of use.
Certain provisions of these Terms of Use may be superseded or added to by designated legal notices or terms located on particular pages, applications, tools or other materials that you may access within this Site.
Qualifications & exceptions
The Additional Terms control only unless they expressly state otherwise.
Not stated here
The Additional Terms are not identified or included in this document, so what they say is unknown.
The Terms open with a notice of binding arbitration and a class action waiver
A notice at the top says the Terms contain a binding arbitration agreement and a class action waiver that affect your legal rights. The arbitration rule is in Section 18 (Dispute Resolution), where each party gives up the right to go to court and have a dispute heard by a judge or jury. The notice itself does not say which disputes are covered or what exceptions apply.
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THESE TERMS OF USE CONTAIN A BINDING ARBITRATION AGREEMENT AND CLASS ACTION WAIVER. IT AFFECTS YOUR LEGAL RIGHTS.
18. Dispute Resolution
BY AGREEING TO ARBITRATE, EACH PARTY IS GIVING UP ITS RIGHT TO GO TO COURT AND HAVE ANY DISPUTE HEARD BY A JUDGE OR JURY.
Qualifications & exceptions
The arbitration rule is subject to the pre-dispute steps and exceptions set out in Section 18.
Legal Rights & Agreement Rules · Restriction or exception
You have no rights in the Site and Mastercard owes you nothing if it ends or your access ends
You agree that you do not have any rights in the Site, and that Mastercard will have no liability to you if the Site is discontinued or your ability to access it is terminated.
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You agree that you do not have any rights in this Site and Mastercard will have no liability to you if this Site is discontinued or your ability to access the Site is terminated.
Legal Rights & Agreement Rules · Restriction or exception
You represent that you are not in an embargoed country or on a U.S. government watch list
You represent and warrant that you are not located in a country subject to a U.S. Government embargo or designated by the U.S. Government as a "terrorist supporting" country, and that you are not on any U.S. Government "watch list" of prohibited or restricted parties.
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Supporting quotations
You represent and warrant that: (i) you are not located in a country that is subject to a U.S. Government embargo, or that has been designated by the U.S. Government as a "terrorist supporting" country; and (ii) you are not listed on any U.S. Government "watch list" of prohibited or restricted parties, including the Specially Designated Nationals list published by the Office of Foreign Assets Control of the U.S. Treasury or the Denied Persons List published by the U.S. Department of Commerce.
Qualifications & exceptions
The watch lists named include the Office of Foreign Assets Control Specially Designated Nationals list and the U.S. Department of Commerce Denied Persons List; the word "including" shows the list is not limited to them.
Mastercard can change the Site or these Terms, or end the Program, at any time without notice
Mastercard reserves the right to change or modify the Content, materials or information on or connected with the Site, including these Terms of Use, or to discontinue the Program, at any time without notice to you. It may revise the Terms by updating the posting, by providing further information during registration, or by messaging you. Changes are effective immediately on posting, you are responsible for regularly reviewing the Terms, and continuing to use the Program or access the Site after a change counts as accepting it. Section 18 (Dispute Resolution) says it can only be amended by mutual agreement; this passage does not mention that limit.
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Mastercard reserves the right to change or modify Content, materials or information appearing on or in connection with this Site, including, without limitation, these Terms of Use, or discontinue the Program at any time without notice to you.
Mastercard may at any time revise these Terms of Use by updating this posting, or by providing further information during the registration or by messaging you.
Any changes or revisions are effective immediately upon posting. Continued use of the Program or accessing the Site following any such changes constitutes your acceptance of such changes.
This Section can only be amended by mutual agreement.
Qualifications & exceptions
Changes take effect immediately on posting.
Section 18 (Dispute Resolution) can only be amended by mutual agreement.
Legal Rights & Agreement Rules · Restriction or exception
Mastercard does not endorse or take responsibility for third-party content, links or offerings
The Site may contain third-party content and links to independent web sites, included solely for users' convenience and not as approval, endorsement or warranty by Mastercard. Mastercard is not responsible for the accuracy, completeness or reliability of third-party information, or for products or services offered or sold through a linked site. You assume sole responsibility for using third-party information, and agreements, transactions or other arrangements with a third party are at your own risk. Mastercard is also not responsible for examining or evaluating third-party content and does not warrant any third party's offerings.
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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, or the products or services offered or sold through any linked webs site and you assume sole responsibility for the use of third-party information. Any agreements, transactions, or other arrangements made between you and such third party are made solely at your own risk.
Mastercard is not responsible for examining or evaluating, and we do not warrant the offerings of any third party content.
Legal Rights & Agreement Rules · Restriction or exception
You must indemnify and defend Mastercard, Goodworld and their partners against claims tied to your use or breach
You agree to indemnify, defend and hold harmless Mastercard, Goodworld and their respective business partners (including charities) and their officers, directors, employees and affiliates against liabilities, losses, claims, costs, damages, investigations, judgments, fines, penalties, settlements, interest and expenses, including reasonable attorneys' fees, related to or arising from seven listed matters: your breach or alleged breach of the Terms; unauthorized use of the Content; your violation or alleged violation of laws or regulations in connection with the Site; your use and misuse of the Site and your activities in connection with it; infringement or other violations of third-party rights in your Submissions, and other violations of law or breach of contract relating to Submissions; any misrepresentation by you; and Mastercard's use of the information you submit, including Submissions.
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Supporting quotations
You agree to indemnify, defend and hold Mastercard, Goodworld and their respective business partners, including charities, and their respective officers, directors, employees and affiliates harmless from and against any and all liabilities, losses, claims, costs, damages and investigations, judgments, fines, penalties, settlements, interest and expenses, including, without limitation, reasonable attorneys' fees and expenses, related to or arising from: (i) your breach or alleged breach of these Terms of Use;
(ii) any claims, costs, injuries, losses and damages related to any unauthorized use of the Content; (iii) your violation or alleged violation of any laws, rules, regulations, codes, statutes, ordinances or orders of any governmental or quasi-governmental authorities in connection with your use of the Site or you activities in connection with the Site; (iv) your use, and misuse of the Site and your activities in connection with the Site;
(v) your violation or infringement of copyright or other intellectual property or other rights of third parties contained in your Submissions and/or any other violation of law or breach of contract obligations relating to the Submissions; (vi) any misrepresentation made by you; and (vii) Mastercard's use of the information that you submit to us (including your Submissions).
Qualifications & exceptions
The indemnity covers seven listed matters, and several cover alleged rather than proven breaches or violations.
Item (vii) covers claims arising from Mastercard's own use of the information you submit, including Submissions.
Legal Rights & Agreement Rules · Restriction or exception
You must cooperate in Mastercard's defense, which it can take over, and cannot settle without its consent
You must cooperate as fully and reasonably as required in Mastercard's defense of any claim. Mastercard may, at its own expense, assume the exclusive defense and control of any matter otherwise subject to your indemnification, and you may not settle any matter without Mastercard's prior written consent.
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YOU WILL COOPERATE AS FULLY AND AS REASONABLY REQUIRED IN MASTERCARD'S DEFENSE OF ANY CLAIM. MASTERCARD RESERVES THE RIGHT, AT ITS OWN EXPENSE, TO ASSUME THE EXCLUSIVE DEFENSE AND CONTROL OF ANY MATTER OTHERWISE SUBJECT TO INDEMNIFICATION BY YOU, AND YOU SHALL NOT, IN ANY EVENT, SETTLE ANY MATTER WITHOUT THE PRIOR WRITTEN CONSENT OF MASTERCARD.
Legal Rights & Agreement Rules · Restriction or exception
Mastercard does not guarantee the Site's information is complete, accurate or timely
Mastercard says it will use reasonable efforts to make sure material on the Site is correct, but that completeness, accuracy, timeliness or adequacy cannot be guaranteed. It assumes no responsibility or liability for the accuracy, completeness or authenticity of any information on the Site. Mentioning a third party's product, charity organization, process, publication or service does not imply Mastercard's endorsement or recommendation.
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While Mastercard will use reasonable efforts to ensure that all material on this Site is correct; however, completeness, accuracy, timeliness, or adequacy cannot be guaranteed and Mastercard does not assume any responsibility or liability for the accuracy, completeness or authenticity of any information contained in this Site.
Reference to any product, charity organization or process, publication or service of any third party by trade name, domain name, trademark, service mark, logo, manufacturer or otherwise does not constitute or imply its endorsement or recommendation by Mastercard.
Legal Rights & Agreement Rules · Restriction or exception
Mastercard makes no promise about the Site's suitability, performance or availability
Mastercard makes no representation or warranty whatsoever about the suitability, functionality, performance, availability or operation of the Site, and says the Site may be temporarily unavailable because of maintenance or a malfunction of computer equipment. The following section separately provides the Site "as is" and "as available".
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Mastercard makes no representation or warranty whatsoever regarding the suitability, functionality, performance, availability or operation of the Site. The Site may be temporarily unavailable due to maintenance or malfunction of computer equipment.
Legal Rights & Agreement Rules · Restriction or exception
The Site is provided "as is" and "as available", and Mastercard disclaims all warranties
The Site, its Content and the services provided on or through it are provided to you "as is" and "as available". All warranties, express or implied, are disclaimed, including any warranty or condition of satisfactory quality, merchantability, title or non-infringement, quality of information, or fitness for general use or a particular purpose. No information or service you get through the Site creates a warranty not expressly stated in the Terms. Mastercard also disclaims all warranties about the availability of the Site, that it will operate error-free, that defects will be corrected, or that it is free of viruses or other harmful components.
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THE SITE, AND ALL CONTENT CONTAINED THEREIN, AND SERVICES PROVIDED BY, ON OR THROUGH THE SITE, ARE PROVIDED TO YOU "AS IS," AND "AS AVAILABLE," AND ALL WARRANTIES, EXPRESS OR IMPLIED, ARE HEREBY DISCLAIMED, INCLUDING ANY WARRANTY OR CONDITION OF SATISFACTORY QUALITY, MERCHANTABILITY, TITLE/NON-INFRINGEMENT, QUALITY OF INFORMATION, OR FITNESS FOR GENERAL USE OR FOR A PARTICULAR PURPOSE.
NO INFORMATION OR SERVICE OBTAINED BY YOU THROUGH THE SITE SHALL CREATE ANY WARRANTY NOT EXPRESSLY STATED HEREIN.
WITHOUT LIMITATION, MASTERCARD DISCLAIMS ALL WARRANTIES REGARDING THE AVAILABILITY OF THE SITE. THAT THE SITE WILL OPERATE ERROR-FREE, THAT DEFECTS WILL BE CORRECTED OR THAT THE SITE IS FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS.
NOTHING IN THESE TERMS OF USE EXCLUDES OR LIMITS MASTERCARD'S LIABILITY FOR ANY MATTER FOR WHICH IT WOULD BE ILLEGAL FOR MASTERCARD TO EXCLUDE OR ATTEMPT TO EXCLUDE ITS LIABILITY.
Qualifications & exceptions
Nothing in the Terms excludes or limits Mastercard's liability for any matter for which it would be illegal for Mastercard to exclude or attempt to exclude liability.
Not stated here
The source punctuates "THAT THE SITE WILL OPERATE ERROR-FREE, THAT DEFECTS WILL BE CORRECTED OR THAT THE SITE IS FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS" as a separate sentence from the availability disclaimer; it reads as continuing that disclaimer, but the source does not say so.
Legal Rights & Agreement Rules · Restriction or exception
You use the Site at your own risk and are responsible for damage to your computer or data
Your use of the Site, and any content or service you download or otherwise get through it, is at your own risk. You are solely responsible for any damage to your computer system or any data loss that may result from using the Site, including damage from computer viruses.
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YOUR USE OF THIS SITE IS AT YOUR OWN RISK, ANY CONTENT OR SERVICE DOWNLOADED OR OTHERWISE OBTAINED THROUGH THIS SITE IS PROVIDED AT YOUR OWN RISK, AND YOU ARE SOLELY RESPONSIBLE FOR ANY DAMAGE TO YOUR COMPUTER SYSTEM OR ANY DATA LOSS THAT MAY RESULT FROM YOUR USE OF THE SITE, INCLUDING, WITHOUT LIMITATION, DAMAGE RESULTING FROM COMPUTER VIRUSES.
NOTHING IN THESE TERMS OF USE EXCLUDES OR LIMITS MASTERCARD'S LIABILITY FOR ANY MATTER FOR WHICH IT WOULD BE ILLEGAL FOR MASTERCARD TO EXCLUDE OR ATTEMPT TO EXCLUDE ITS LIABILITY.
Qualifications & exceptions
Nothing in the Terms excludes or limits Mastercard's liability for any matter for which it would be illegal for Mastercard to exclude or attempt to exclude liability.
Legal Rights & Agreement Rules · Restriction or exception
Mastercard and its partners are not liable for indirect, consequential or similar damages
To the maximum extent permitted by law, Mastercard, its business partners and their affiliates are not liable for indirect, special, punitive, exemplary or consequential damages of any kind, property damage, loss of use, loss of business, economic loss, loss of data or loss of profits, whatever the form of action (including contract, negligence or other tort), arising out of or in connection with your use of or access to the Site or its Content, even if they were told such damage or loss was possible.
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TO THE MAXIMUM EXTENT PERMITTED UNDER APPLICABLE LAW, IN NO EVENT SHALL MASTERCARD, ITS BUSINESS PARTNERS OR THEIR RESPECTIVE AFFILIATES BE LIABLE FOR ANY INDIRECT, SPECIAL, PUNITIVE, EXEMPLARY, CONSEQUENTIAL DAMAGES WHATSOEVER, 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 YOUR USE OR ACCESS OF THE SITE OR ITS CONTENT, EVEN IF MASTERCARD OR ITS BUSINESS PARTNERS, EMPLOYEES, REPRESENTATIVES OR AFFILIATES HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGE OR LOSS.
NOTHING IN THESE TERMS EXCLUDES OR LIMITS MASTERCARD'S LIABILITY: (I) FOR DEATH OR PERSONAL INJURY CAUSED BY ITS NEGLIGENCE, (II) FOR FRAUD OR FRAUDULENT MISREPRESENTATION, OR (III) FOR ANY MATTER WHICH IT WOULD BE ILLEGAL FOR MASTERCARD TO EXCLUDE OR ATTEMPT TO EXCLUDE ITS LIABILITY.
Qualifications & exceptions
The exclusion applies to the maximum extent permitted under applicable law.
It does not exclude or limit Mastercard's liability for death or personal injury caused by its negligence, for fraud or fraudulent misrepresentation, or for any matter it would be illegal to exclude.
Legal Rights & Agreement Rules · Restriction or exception
Mastercard's total liability to you is capped at the lesser of what you paid or $10
Mastercard's total liability to you for all damages, losses and causes of action, whether in contract, tort (including negligence) or otherwise, may not exceed the amount you paid, if any, or USD $10, whichever is less, for accessing or participating in any activity related to the Site. The three exceptions in the same section apply: death or personal injury caused by Mastercard's negligence, fraud or fraudulent misrepresentation, and any matter it would be illegal to exclude.
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IN NO EVENT SHALL MASTERCARD'S TOTAL LIABILITY TO YOU FOR ALL DAMAGES, LOSSES, AND CAUSES OF ACTION, WHETHER IN CONTRACT, TORT (INCLUDING, BUT NOT LIMITED TO, NEGLIGENCE), OR OTHERWISE EXCEED THE AMOUNT PAID BY YOU, IF ANY, OR USD $10 (WHICHEVER IS LESS), FOR ACCESSING OR PARTICIPATING IN ANY ACTIVITY RELATED TO THE SITE.
NOTHING IN THESE TERMS EXCLUDES OR LIMITS MASTERCARD'S LIABILITY: (I) FOR DEATH OR PERSONAL INJURY CAUSED BY ITS NEGLIGENCE, (II) FOR FRAUD OR FRAUDULENT MISREPRESENTATION, OR (III) FOR ANY MATTER WHICH IT WOULD BE ILLEGAL FOR MASTERCARD TO EXCLUDE OR ATTEMPT TO EXCLUDE ITS LIABILITY.
Qualifications & exceptions
The cap covers all damages, losses and causes of action, in contract, tort or otherwise, but not death or personal injury caused by Mastercard's negligence, fraud or fraudulent misrepresentation, or any matter it would be illegal to exclude.
Not stated here
The text does not say whether a donation to a charity counts as an amount "paid by you" for accessing or participating in activity related to the Site.
The text does not say what the cap is if you have paid no amount.
The Site is operated by Mastercard and hosted by Goodworld
Section 17 says the Site is operated by Mastercard and hosted by Goodworld.
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17. Site Operator and Host
This Site is operated by Mastercard and hosted by Goodworld.
Legal Rights & Agreement Rules · Restriction or exception
Section 18 is deemed a written agreement to arbitrate and can be amended only by mutual agreement
Certain portions of Section 18 (Dispute Resolution) are deemed a "written agreement to arbitrate" under the Federal Arbitration Act, and you and Mastercard agree they are intended to satisfy the Act's "writing" requirement. Section 18 can only be amended by mutual agreement. Section 4 separately lets Mastercard revise the Terms of Use at any time by posting and does not mention this limit.
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Supporting quotations
18. Dispute Resolution
Certain portions of this Section are deemed to be a "written agreement to arbitrate" pursuant to the Federal Arbitration Act. You and Mastercard agree that we intend that this Section satisfies the "writing" requirement of the Federal Arbitration Act.
This Section can only be amended by mutual agreement.
Qualifications & exceptions
Only "certain portions" of Section 18 are deemed a written agreement to arbitrate.
Not stated here
The text does not say which portions of Section 18 are the "written agreement to arbitrate".
Legal Rights & Agreement Rules · Restriction or exception
You and Mastercard can bring claims only individually, not as a class or representative action
You and Mastercard each agree to 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 or as an association. Disputes are arbitrated only on an individual basis and are not joined or consolidated with other parties' proceedings. There is no right or authority for a Dispute to be arbitrated as a class action or in a representative capacity on behalf of the general public or others similarly situated. The arbitrator has no power to vary these class action waiver provisions.
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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 OR AS AN ASSOCIATION.
Disputes will be arbitrated only on an individual basis and will not be joined or consolidated with any other arbitrations or other proceedings that involve any claim or controversy of any other party. There shall be no right or authority for any Dispute to be arbitrated on a class action basis or on any basis involving Disputes brought in a purported representative capacity on behalf of the general public, or other persons or entities similarly situated.
But if, for any reason, any court with competent jurisdiction holds that this restriction is unconscionable or unenforceable, then our agreement in Section (B) to arbitrate will not apply and the Dispute must be brought exclusively in court pursuant to Section (G).
Notwithstanding any other provision of this Section, any and all issues relating to the scope, interpretation and enforceability of the class action waiver provisions contained herein (described in this "No Class Action Matters" section), are to be decided only by a court of competent jurisdiction, and not by the arbitrator. The arbitrator does not have the power to vary these class action waiver provisions.
Qualifications & exceptions
If a competent court holds the waiver unconscionable or unenforceable, the agreement to arbitrate does not apply and the Dispute must be brought exclusively in court under Section G (Westchester County, New York).
Only a court, not the arbitrator, decides questions about the waiver's scope, interpretation and enforceability.
Legal Rights & Agreement Rules · User right or choice
Either side may take a qualifying Dispute to small claims court instead of arbitration
Despite the arbitration requirement, either you or Mastercard may bring a qualifying claim in a small claims court of competent jurisdiction.
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Notwithstanding the foregoing, either of us may bring qualifying claim of Disputes (but not Excluded Disputes) in small claims court of competent jurisdiction.
Qualifications & exceptions
This option covers Disputes but not Excluded Disputes (claims about Mastercard's intellectual property rights).
Legal Rights & Agreement Rules · Restriction or exception
Court actions that are allowed must be brought in Westchester County, New York
Any action or proceeding relating to a Dispute or Excluded Dispute may be brought only in state or Federal court in Westchester County, New York, and you and Mastercard consent to the exclusive personal jurisdiction and venue of those courts. This does not apply where arbitration is required, to small claims actions, or to enforcing an arbitration decision or award.
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Except where arbitration is required as above, small claims actions, or with respect to the enforcement of any arbitration decision or award, any action or proceeding relating to any Dispute or Excluded Dispute arising hereunder may only be instituted in state or Federal court in Westchester County, New York.
Accordingly, you and Mastercard consent to the exclusive personal jurisdiction and venue of such courts for such matters.
Qualifications & exceptions
The Westchester County requirement does not apply where arbitration is required, to small claims actions, or to enforcement of an arbitration decision or award.
Legal Rights & Agreement Rules · Restriction or exception
New York law governs the Terms, and the UN sales convention is excluded
The Terms, including any non-contractual obligations or liabilities arising out of or in connection with them, are to be construed, interpreted and performed exclusively under New York law, without giving effect to conflict-of-laws principles. The United Nations Convention on Contracts for the International Sale of Goods (1980) is excluded entirely. Section 18(B) separately says the Federal Arbitration Act governs arbitrability and that "New York or federal law" governs claims, which is not the same wording as "exclusively" New York law.
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These Terms of Use including any non-contractual obligations or liabilities arising out of or in connection with them, shall be construed, interpreted and performed exclusively according to the laws of New York without giving effect to any principles of conflicts of law.
The United Nations Convention on Contracts for the International Sale of Goods (1980) is hereby excluded in its entirety from application to these Terms of Use.
Mastercard and you agree, however, that New York or federal law shall apply to and govern, as appropriate, any and all claims or causes of action, remedies, and damages arising between you and Mastercard regarding these Terms of Use and the Site, whether arising or stated in contract, statute, common law, or any other legal theory, without regard to New York's choice of law principles.
Qualifications & exceptions
Section 18(B) says New York or federal law governs claims, as appropriate.
Not stated here
This section says "exclusively" New York law while Section 18(B) says "New York or federal law"; the Terms do not say how the two statements fit together.
Legal Rights & Agreement Rules · Restriction or exception
You agree your losses will not entitle you to an injunction or to stop Mastercard's products
If you claim that you have incurred loss, damages or injuries connected with your use of the Site, you agree they will not be irreparable or enough to entitle you to an injunction or other equitable relief of any kind. In connection with your claim, you agree you will not seek, and will not be permitted to obtain, any court or other action that may interfere with or prevent the development or exploitation of any website, application, content, user-generated content, submissions, product, service or intellectual property owned, licensed, used or controlled by Mastercard (including your licensed Submissions) or by a Mastercard licensor. Section 18(D) separately lets Mastercard take legal action to seek an injunction or other equitable relief.
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IF YOU CLAIM THAT YOU HAVE INCURRED ANY LOSS, DAMAGES, OR INJURIES IN CONNECTION WITH YOUR USE OF THE SITE, THEN THE LOSSES, DAMAGES, AND INJURIES WILL NOT BE IRREPARABLE OR SUFFICIENT TO ENTITLE YOU TO AN INJUNCTION OR TO OTHER EQUITABLE RELIEF OF ANY KIND.
THIS MEANS THAT, IN CONNECTION WITH YOUR CLAIM, YOU AGREE THAT YOU WILL NOT SEEK, AND THAT YOU WILL NOT BE PERMITTED TO OBTAIN, ANY COURT OR OTHER ACTION THAT MAY INTERFERE WITH OR PREVENT THE DEVELOPMENT OR EXPLOITATION OF ANY WEBSITE, APPLICATION, CONTENT, USER-GENERATED CONTENT, SUBMISSIONS, PRODUCT, SERVICE, OR INTELLECTUAL PROPERTY OWNED, LICENSED, USED OR CONTROLLED BY MASTERCARD (INCLUDING YOUR LICENSED SUBMISSIONS) OR A LICENSOR OF MASTERCARD.
The foregoing provisions of this Section will not apply to any legal action taken by Mastercard to seek an injunction or other equitable relief
Qualifications & exceptions
Applies to a claim of loss, damages or injury in connection with your use of the Site.
Legal Rights & Agreement Rules · Restriction or exception
You are responsible for following export, import and sanctions laws for Site content and software
Content and software from the Site may be subject to U.S. export jurisdiction and the import jurisdiction of other countries. You are solely responsible for complying with all applicable export, re-export and import control laws and regulations of all applicable jurisdictions, including those of the U.S. Department of Commerce (Export Administration Regulations), the International Traffic in Arms Regulations, and OFAC country-specific economic sanctions programs. You may not directly or indirectly use, distribute, transfer or transmit content or software from the Site, or products or technical information that incorporate them, except in compliance with all applicable export and import laws and regulations of all relevant jurisdictions.
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In connection with your use of this Site, you are solely responsible for complying with all applicable export, re-export, and import control laws and regulations of all applicable jurisdictions, including, but not limited to, those of the U.S. Department of Commerce, Export Administration Regulations, 15 CFR Parts 730-774, the International Traffic in Arms Regulations, country-specific economic sanctions programs implemented by the Office of Foreign Assets Control and export and import control laws and regulations of any other countries.
You may not, directly or indirectly, use, distribute, transfer or transmit content or software from this Site, whether by way of a direct product or of such materials or products, software, or other technical information into which content or software from this Site has been incorporated, except in compliance with all applicable export and import laws and regulations of all relevant jurisdictions.
Legal Rights & Agreement Rules · Company practice
Mastercard may investigate suspected breaches, work with law enforcement and prosecute violators
Mastercard reserves the right, without any limitation, to investigate suspected breaches of its Site security or its information technology or other systems or networks; to investigate suspected breaches of the Terms and any additional terms; to investigate information it obtains in connection with reviewing law enforcement databases or complying with criminal laws; to involve and cooperate with law enforcement authorities in these investigations; and to prosecute violators of the Terms.
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Mastercard reserves the right, without any limitation, to: (i) investigate any suspected breaches of its Site security or its information technology or other systems or networks, (ii) investigate any suspected breaches of these Terms of Use and any additional terms, (iii) investigate any information obtained by Mastercard in connection with reviewing law enforcement databases or complying with criminal laws, (iv) involve and cooperate with law enforcement authorities in investigating any of the foregoing matters, (v) prosecute violators of these Terms of Use
Legal Rights & Agreement Rules · Restriction or exception
Terms that by their nature should survive, including indemnities and liability limits, continue after termination
Provisions of the Terms that by their nature should survive your suspension or termination do survive. The Terms name the rights and licenses you grant to Mastercard, the indemnities, releases, disclaimers and limitations on liability, and the provisions on jurisdiction, choice of law and no class action.
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The provisions of these Terms of Use, which by their nature should survive your suspension or termination will survive, including the rights and licenses you grant to Mastercard in these Terms of Use, as well as the indemnities, releases, disclaimers, and limitations on liability and the provisions regarding jurisdiction, choice of law, and no class action.
Not stated here
The survival sentence names "releases", but the Terms of Use text supplied has no provision that grants a release by name.
Legal Rights & Agreement Rules · Restriction or exception
The Terms are the entire agreement, but designated notices on particular pages may supersede or add to them
Except as provided in the Terms, they are the entire agreement between you and Mastercard on their subject matter. Certain provisions may be superseded or added to by designated legal notices or terms located on particular pages, applications, tools or other materials that you may access within the Site.
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Except as provided herein, these Terms of Use constitute the entire agreement between you and Mastercard pertaining to their subject matter. Certain provisions of these Terms of Use may be superseded or added to by designated legal notices or terms located on particular pages, applications, tools or other materials that you may access within this Site.
Qualifications & exceptions
Designated legal notices or terms on particular pages, applications, tools or other materials within the Site can supersede or add to certain provisions.
Not stated here
Which notices or pages supersede or add to which provisions is not stated in this document.
Legal Rights & Agreement Rules · Restriction or exception
If a provision is unenforceable the rest stays, and Mastercard's failure to enforce is not a waiver
If any part of the Terms is held unlawful, void, invalid or unenforceable, that part is treated as severable and does not affect the validity and enforceability of the remaining provisions. Mastercard's failure to enforce any provision of the Terms or any additional terms is not a waiver of that provision or of its right to enforce it.
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Should any part or provision of these Terms of Use be held unlawful, void, invalid or unenforceable, that portion shall be deemed severable from these Terms of Use and shall not affect the validity and enforceability of any remaining provisions.
Mastercard's failure to enforce any provision of these Terms of Use or any additional terms shall not be deemed a waiver of such provisions nor of its right to enforce such provision.
The Terms and related documents can be accepted electronically
The Terms and any related documents may be accepted in electronic form, such as by an electronic or other means of demonstrating assent, and your acceptance is deemed binding between you and Mastercard.
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These Terms of Use and any related documents may be accepted in electronic form (e.g., by an electronic or other means of demonstrating assent) and your acceptance will be deemed binding between you and Mastercard.
Before arbitration, send a written notice and talk with Mastercard for 60 days
A "Dispute" is any controversy, allegation or claim that arises out of or relates to the Site, the Content, your Submissions or the Terms, whenever it arose or arises (the source says "heretofore or hereafter arising"). A claim about Mastercard's actual or alleged intellectual property rights is an "Excluded Dispute", which includes the actions described in Section D. For either, you and Mastercard agree to send the other a written notice with a reasonable description and a proposed resolution. Your notice goes to Mastercard, 2000 Purchase Street, Purchase, NY 10577 (Attn: Legal Department). For 60 days from receipt of the other party's notice you and Mastercard will talk to try to resolve it, though neither of you has to settle on terms it is not comfortable with, in its sole discretion.
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If any controversy, allegation, or claim arises out of or relates to the Site, the Content, your Submissions, these Terms of Use, whether heretofore or hereafter arising (collectively, "Dispute"), or to any of Mastercard's actual or alleged intellectual property rights (an "Excluded Dispute", which includes those actions set forth in Section (D) below), then you and we agree to send a written notice to the other providing a reasonable description of the Dispute or Excluded Dispute, along with a proposed resolution of it.
Your notice to us must be sent to: Mastercard, 2000 Purchase Street, Purchase, NY 10577 (Attn: Legal Department).
For a period of sixty (60) days from the date of receipt of notice from the other party, Mastercard and you will engage in a dialogue in order to attempt to resolve the Dispute or Excluded Dispute, though nothing will require either you or Mastercard to resolve the Dispute or Excluded Dispute on terms with respect to which you and Mastercard, in each of our sole discretion, are not comfortable.
Qualifications & exceptions
The 60 days run from receipt of the other party's notice.
Neither side has to resolve the matter on terms it is not comfortable with, in its sole discretion.
Legal Rights & Agreement Rules · Restriction or exception
Mastercard sends its dispute notice to the contact details you gave it, and owes none if there are none
Mastercard's notice to you under the pre-dispute step is sent using the most recent contact information you provided. If no such contact information exists, or it is not current, Mastercard has no obligation under that step.
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Our notice to you will be sent to you based on the most recent contact information that you provide us. But if no such contact information exists or if such information is not current, then we have no obligation under this Section (A).
Legal Rights & Agreement Rules · Restriction or exception
Disputes not resolved within 60 days must go to final and binding arbitration, with exceptions
If you and Mastercard cannot resolve a Dispute through the notice step within 60 days of receiving notice (or agree in writing to arbitrate an Excluded Dispute), any and all disputes between you and Mastercard must be resolved by final and binding arbitration. This includes disputes based on any product, application, service or advertising connected to the Site, under any legal theory (contract, statute, tort including negligence and fraud, and others), and whether they arose before or after the Terms took effect. The Federal Arbitration Act governs arbitrability, including the class action waiver, and each party gives up the right to go to court and have a dispute heard by a judge or jury. Exceptions: either of you may bring qualifying Disputes (not Excluded Disputes) in small claims court; the arbitration provisions do not apply to legal action by Mastercard for an injunction or other equitable relief; if a court holds the class action waiver unenforceable, the arbitration agreement does not apply and the Dispute goes to court; and court actions to enforce an arbitration award are allowed. New York or federal law governs the claims, without regard to New York's choice of law principles.
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If we cannot resolve a Dispute as set forth in Section (A) (or agree to arbitration in writing with respect to an Excluded Dispute) within sixty (60) days of receipt of the notice, then ANY AND ALL DISPUTES ARISING BETWEEN YOU AND MASTERCARD MUST BE RESOLVED BY FINAL AND BINDING ARBITRATION.
THIS INCLUDES ANY AND ALL DISPUTES BASED ON ANY PRODUCT, APPLICATION, SERVICE OR ADVERTISING CONNECTED TO THE PROVISION OR USE OF THE SITE (WHETHER BASED IN CONTRACT, STATUTE, REGULATION, ORDINANCE, TORT - INCLUDING, BUT NOT LIMITED TO, NEGLIGENCE, FRAUD, ANY OTHER INTENTIONAL TORT OR COMMON LAW, CONSTITUTIONAL PROVISION, RESPONDEAT SUPERIOR, AGENCY OR ANY OTHER LEGAL OR EQUITABLE THEORY - AND WHETHER ARISING BEFORE OR AFTER THE EFFECTIVE DATE OF THESE TERMS OF USE.
The Federal Arbitration Act ("FAA") shall govern the arbitrability of all disputes between Mastercard and you regarding these Terms of Use and the Site, including the "No Class Action Matters" Section below.
BY AGREEING TO ARBITRATE, EACH PARTY IS GIVING UP ITS RIGHT TO GO TO COURT AND HAVE ANY DISPUTE HEARD BY A JUDGE OR JURY.
Mastercard and you agree, however, that New York or federal law shall apply to and govern, as appropriate, any and all claims or causes of action, remedies, and damages arising between you and Mastercard regarding these Terms of Use and the Site, whether arising or stated in contract, statute, common law, or any other legal theory, without regard to New York's choice of law principles.
Notwithstanding the foregoing, either of us may bring qualifying claim of Disputes (but not Excluded Disputes) in small claims court of competent jurisdiction.
The foregoing provisions of this Section will not apply to any legal action taken by Mastercard to seek an injunction or other equitable relief
But if, for any reason, any court with competent jurisdiction holds that this restriction is unconscionable or unenforceable, then our agreement in Section (B) to arbitrate will not apply and the Dispute must be brought exclusively in court pursuant to Section (G).
Except where arbitration is required as above, small claims actions, or with respect to the enforcement of any arbitration decision or award, any action or proceeding relating to any Dispute or Excluded Dispute arising hereunder may only be instituted in state or Federal court in Westchester County, New York.
Qualifications & exceptions
Arbitration applies only after the 60-day notice step has run without resolution, or if the parties agree in writing to arbitrate an Excluded Dispute.
Either party may instead bring a qualifying Dispute (not an Excluded Dispute) in small claims court.
The arbitration provisions do not apply to legal action by Mastercard for an injunction or other equitable relief.
If a court holds the class action waiver unconscionable or unenforceable, the arbitration agreement does not apply and the Dispute must be brought in court.
Not stated here
Paragraph B says "any and all disputes" in lower case; the defined terms are Dispute and Excluded Dispute, and Excluded Disputes are arbitrated only if the parties agree in writing.
contrast (model-proposed): New York law governs the Terms, and the UN sales convention is excluded — Section 19 says the Terms are construed exclusively under New York law; Section 18(B) says New York or federal law applies, as appropriate, and that the Federal Arbitration Act governs arbitrability. The Terms do not reconcile the wording.
Arbitration follows AAA consumer rules, with an in-person hearing in your home area and an individual-only award
A Dispute is resolved solely by binding arbitration under the American Arbitration Association's then-current Commercial Arbitration Rules, as modified by Section 18, and its Supplementary Procedures for Consumer Related Disputes, administered by the AAA. If an in-person hearing is required, it is held in the metropolitan statistical area where you live when the Dispute is submitted to arbitration. The arbitrator applies and is bound by the Terms, decides according to applicable law and the facts in the record, and issues a reasoned award only in favor of the individual party seeking relief and only to the extent of that party's individual claim. Issues about the enforceability of the arbitration and class action waiver provisions are for the court. The arbitration provision survives termination of the Terms or the Site. The Terms give the AAA's phone number (800.778.7879) and web address (http://www.adr.org) for its procedures, rules and fee information.
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A Dispute will be resolved solely by binding arbitration in accordance with the then-current Commercial Arbitration Rules ("Rules") of the American Arbitration Association ("AAA"), except as modified herein, and in accordance with the AAA's Supplementary Procedures for Consumer Related Disputes. The arbitration will be administered by the AAA.
If an in-person arbitration hearing is required, then it will be conducted in the "metropolitan statistical area" (as defined by the U.S. Census Bureau) where you are a resident at the time the Dispute is submitted to arbitration.
The arbitrator will apply and be bound by these Terms of Use, and will determine any Dispute according to applicable law and facts based upon the record and no other basis, and will issue a reasoned award only in favor of the individual party seeking relief and only to the extent to provide relief warranted by that party's individual claim.
Issues relating to the enforceability of the arbitration and class action waiver provisions contained herein are for the court to decide. This arbitration provision shall survive termination of these Terms of Use or the Site.
You can obtain AAA procedures, rules, and fee information as follows: 800.778.7879 and http://www.adr.org.
Qualifications & exceptions
The hearing location rule applies only if an in-person hearing is required.
Questions about the enforceability of the arbitration and class action waiver provisions are for the court, not the arbitrator.
Legal Rights & Agreement Rules · Restriction or exception
Disputes must be started within one year after they arise or they are barred
To the fullest extent permitted by law, if you or Mastercard want to assert a Dispute (but not an Excluded Dispute) against the other, it must be commenced within one year after the Dispute arises or it is forever barred. Commencing means delivering the written notice under Section A, filing for arbitration with the AAA under Section B, or filing an action in state or Federal court. The parties expressly waive any contrary statute of limitations or time bars, legal and equitable, for Disputes.
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TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, IF YOU OR WE WANT TO ASSERT A DISPUTE (BUT NOT AN EXCLUDED DISPUTE) AGAINST THE OTHER, THEN YOU OR WE MUST COMMENCE IT (BY DELIVERY OF WRITTEN NOTICE AS SET FORTH IN SECTION (A)) WITHIN ONE (1) YEAR AFTER THE DISPUTE ARISES -- OR IT WILL BE FOREVER BARRED.
Commencing means, as applicable (a) by delivery of written notice as set forth above in Section (A); (b) filing for arbitration with the AAA as set forth in Section (B); or (c) filing an action in state or Federal court. The parties expressly waive any contrary statute of limitations or time bars, both legal and equitable, to the Disputes.
Qualifications & exceptions
The one-year limit applies to Disputes, not to Excluded Disputes, and only to the fullest extent permitted by law.
Not stated here
The text does not say when a Dispute "arises" for the one-year period.
Legal Rights & Agreement Rules · Restriction or exception
Mastercard can go to court for an injunction or other equitable relief instead of arbitrating
The arbitration provisions do not apply to legal action Mastercard takes to seek an injunction or other equitable relief about any actual or potential loss, cost or damage relating to the Site, any Content, your Submissions, Mastercard's intellectual property rights, Mastercard's operations, or its products or services. The carve-out is written for actions taken by Mastercard. Section 19 separately says that if you claim loss, damage or injury connected with the Site, it will not be irreparable or enough to entitle you to an injunction or other equitable relief.
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The foregoing provisions of this Section will not apply to any legal action taken by Mastercard to seek an injunction or other equitable relief in connection with, any loss, cost, or damage (or any potential loss, cost, or damage) relating to the Site, any Content, your Submissions and/or Mastercard's intellectual property rights (including such Mastercard may claim that may be in dispute), Mastercard's operations, and/or Mastercard's products or services.
THEN THE LOSSES, DAMAGES, AND INJURIES WILL NOT BE IRREPARABLE OR SUFFICIENT TO ENTITLE YOU TO AN INJUNCTION OR TO OTHER EQUITABLE RELIEF OF ANY KIND.
Qualifications & exceptions
The carve-out covers Mastercard's legal actions relating to the Site, any Content, your Submissions, its intellectual property rights, operations, products or services.
Cross-references
contrast (model-proposed): You agree your losses will not entitle you to an injunction or to stop Mastercard's products — Section 18(D) lets Mastercard take legal action for an injunction or other equitable relief; Section 19 has you agree that your claimed losses will not entitle you to an injunction or other equitable relief. The rights run in different directions.