By consenting to these Community Institutions Terms and Conditions (the “Terms and Conditions”), the individual that consents to these Terms and Conditions represents that they have the full power and authority to bind the Client (as defined below) to these Terms and Conditions, and that the Client accepts and agrees to be bound by the following provisions. In these Terms and Conditions, “Client” shall mean the Mastercard payment card issuer that is receiving the Services or that has enrolled on the applicable website to receive Services from Mastercard.

1. Product/Services

1.1. Mastercard International Incorporated (“Mastercard”) will provide to Client the products or services described on the Campaign enrollment page (“Services”), pursuant to these Terms and Conditions. “Affiliate” means, with respect to a Party, a legal entity with regard to which such Party controls, directly or indirectly, the management and policies or the appointment of the majority of the directors of such legal entity, or that such Party is under such control by, or that is under such common control with such Party.

1.2. Mastercard will ensure that all Services be performed by qualified individuals in a professional and workmanlike manner. Mastercard may also use the services of third parties (“Mastercard Suppliers”) or its Affiliates in providing the Services.

1.3. Mastercard is not, and Client agrees that Mastercard is not, providing legal, investment or financial advice in connection with any Services. Client acknowledges and agrees that Mastercard is not providing any legal advice in connection with any Service and is making no representation or warranty about Mastercard’s business operations.

1.4. Client is responsible for: (i) obtaining all consents, information and materials necessary from third parties for Mastercard to provide the Services; and (ii) Client’s use of and/or operation of all Deliverables as well as its implementation of any advice or recommendations provided in connection with the Services. Client represents and warrants that: (i) its provision of any data, including Personal Data further defined below (“Client Data”) to Mastercard or a Mastercard Supplier, or such party’s receipt of Client Data from the Client or another party, in connection with the Services, and (ii) the use, analysis, and processing of such Client Data by Mastercard (and Mastercard Suppliers) to perform the Services, are permitted under (x) all applicable laws and regulations, and privacy policies or other statement or disclosure to which such Client Data is subject, and (y) the terms of Client’s contracts with its customers, contractors, suppliers or other third parties.

2. Description of Services

2.1. Mastercard will build a Client and Mastercard co-branded page on Mastercard’s priceless.com website (the “Microsite” or the “Portal”). The Microsite will contain information regarding benefits available to cardholders of Client’s Mastercard payment cards. In addition, from time to time, Mastercard may include additional content on such Microsite, including but not limited to Priceless experiences that cardholders can purchase and discount offers from Mastercard partners. While Mastercard aims to provide accurate information with respect to these benefits, Mastercard is not responsible for any errors or inaccuracies in the benefit details, terms and conditions or for the Client’s eligibility for any such benefit. Mastercard reserves all rights to the Microsite. From time to time, Mastercard add additional services to the Microsite.

2.2. After Client accepts the Terms &Conditions, MC will reach out to request information required to develop the Microsite. Client shall provide all requested information, including trademark specimens, [insert other things]. Client grants Mastercard a worldwide, fully paid-up license to copy, display and use Client’s name and logo (“Client Marks”) on the Microsite and otherwise as necessary to perform Services. Client warrants and represents to Mastercard that Client owns all right, title, and interest in and to Client’s Marks and has the authority to license to Mastercard the rights granted hereunder.

3. Compliance with Laws

3.1. The Parties shall ensure that their respective obligations under these Terms and Conditions and business activities related thereto are performed in accordance with all applicable laws and regulations, including, but not limited to, all applicable anti-bribery and corruption laws including the U.S. Foreign Corrupt Practices Act, the UK Bribery Act, and other applicable laws. Client shall not export, directly or indirectly, any Deliverables acquired from Mastercard under these Terms and Conditions to any country for which the U.S. Government or any agency thereof at the time of export requires an export license or other government approval without first obtaining such license or approval.

3.2. The Parties will comply with: (i) all applicable international, federal, state, provincial and local laws, rules, regulations, directives and governmental requirements relating in any way to the privacy, confidentiality or security of Personal Data, as defined below, including, without limitation: EU General Data Protection Regulation 2016/679; the Gramm-Leach-Bliley Act; laws regulating unsolicited email communications; security breach notification laws; laws imposing minimum security requirements; laws requiring the secure disposal of records containing certain Personal Data; and all other similar international, federal, state, provincial, and local requirements, and (ii) the Payment Card Industry Data Security Standards, in each case, to the extent they apply to the Services. Subject to any applicable law, Client agrees that Mastercard may transfer data to any country in which any Mastercard Affiliate does business.

4. Indemnification, Limitation of Liability 

4.1. Each party shall defend, indemnify and hold harmless the other party, and its employees, officers, agents, Affiliates, representatives, and contractors from and against any claims, demands, loss, damage or expense (including reasonable attorneys’ fees) relating to or arising solely out of third party claims: (i) relating to such indemnifying party’s acts of gross negligence or willful misconduct in connection with its performance under these Terms and Conditions and/or the Service, or (ii) in the case of Client, third party claims relating to the use of any materials, logos, trademarks, service marks not provided by Mastercard or materials required by Client to be included on the Microsite.

4.2. NOTWITHSTANDING ANY OTHER PROVISION TO THE CONTRARY SET FORTH HEREIN, IN NO EVENT SHALL EITHER PARTY BE LIABLE TO THE OTHER UNDER ANY LEGAL THEORY, TORT, CONTRACT, OR STRICT LIABILITY, FOR ANY SPECIAL, INDIRECT, INCIDENTAL, CONSEQUENTIAL, PUNITIVE OR EXEMPLARY DAMAGES, FOR LOSS OF PROFITS, GOODWILL, OR ECONOMIC LOSS, REGARDLESS OF WHETHER A PARTY KNEW OR SHOULD HAVE KNOWN OF THE POSSIBILITY OF SUCH DAMAGES; PROVIDED, HOWEVER, THAT A PARTY’S WAIVER OF ITS RIGHT TO RECEIVE SPECIAL, INDIRECT, INCIDENTAL, CONSEQUENTIAL, PUNITIVE OR EXEMPLARY DAMAGES SHALL NOT APPLY IN THE EVENT OF A BREACH OF A PARTY’S CONFIDENTIALITY OBLIGATIONS DESCRIBED IN SECTION 6.

4.3. EXCEPT AS SPECIFICALLY DESCRIBED HEREIN, MASTERCARD MAKES NO WARRANTIES, EXPRESS OR IMPLIED, CONCERNING THE SERVICES AND THE MICROSITE AND WITHOUT LIMITATION, MASTERCARD HEREBY EXCLUDES AND DISCLAIMS ALL EXPRESS OR IMPLIED WARRANTIES AND CONDITIONS TO THE EXTENT PERMITTED BY LAW, INCLUDING BUT NOT LIMITED TO, ANY IMPLIED WARRANTY OF MERCHANTABILITY, COURSE OF DEALING, NON-INFRINGEMENT OR FITNESS FOR A PARTICULAR PURPOSE.

4.4. Except with respect to Client’s breach of the license in Section 2.1, the maximum aggregate liability of any Party arising out of or relating to these Terms and Conditions and/or the Service, whether it arises by statute, contract, tort or otherwise, shall not exceed $50,000; provided, however that such limitation shall not apply to the indemnity provided by such Party in Section 4.1.

5. Other Terms 

5.1. Each Party will obtain the written consent of the other Party prior to issuing any public news release, announcement, advertisement, or any other form of publicity, related to the Parties’ relationship. Each Party will use commercially reasonable efforts to review and provide approval for such publicity requests within 48 hours of the request.

5.2. Client agrees and acknowledges that Mastercard will not provide any legal, regulatory or compliance advice in the course of provision of Services, which shall be the sole responsibility of the Client.

5.3. The Microsite may contain third party content and links to other websites that are completely independent of the Microsite or not owned or operated by Mastercard. Third-party content and links are included solely for the convenience of users and do not constitute any approval, endorsement or warranty by Mastercard. Any personal information submitted on the resulting third-party site or interactions between an individual and such site will not be collected or controlled by Mastercard and will be subject to privacy notice or terms of use of the resulting site. 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 website. Mastercard does not assume any responsibility or liability for the actions, offer and content of all these and any other third parties.

6. Confidentiality

6.1. “Confidential Information” means any information, Deliverables, insights, Client Data, Mastercard Supplier data, reports, data, materials, processes, methodologies and concepts, in whatever form embodied (e.g., oral, written, electronic) owned by Mastercard or Client, including Personal Data and any non-public information about individuals or consumers of Mastercard or Client and/or their Affiliates, no matter how or by what party such information, materials, or concepts were transmitted, where such information is transmitted or collected in the course of the performance of a Party’s obligations under these Terms and Conditions. “Personal Data” means any information relating to an identified or identifiable individual, regardless of the media in which it is contained.

6.2. During the Term and for a period of seven (7) years thereafter (except for non-public information about individuals or consumers of Mastercard and/or Client, which shall be maintained in confidence indefinitely), the Party receiving Confidential Information (“Receiving Party”) from the other Party (“Disclosing Party”) shall maintain the Confidential Information in strict confidence and shall: (i) use Confidential Information only as authorized in accordance with these Terms and Conditions; (ii) not copy any Confidential Information except as authorized in accordance with these Terms and Conditions; (iii) not disclose Confidential Information to any third party except as expressly permitted in writing by the Disclosing Party and then only if such third party has executed a confidentiality, privacy and data protection obligations no less restrictive than those set forth herein; and (iv) limit dissemination of Confidential Information to employees or Mastercard Supplier with a “need to know” and who are subject to confidentiality, privacy and data protection obligations no less restrictive than those set forth herein.

6.3. Except with respect to Personal Data, Confidential Information shall not include any information which: (i) is already in the public domain at the time of disclosure through a source other than the Receiving Party; (ii) enters the public domain after disclosure through no fault of the Receiving Party; (iii) is already known to the Receiving Party at the time of disclosure (as evidenced by written records); (iv) was independently developed by the Receiving Party without use of or reference to any Confidential Information (as evidenced by written records); or (v) is subsequently disclosed to the Receiving Party by third parties having no obligation of confidentiality to the Disclosing Party.

6.4. Upon the written request of the Disclosing Party, the Receiving Party shall securely destroy or render unreadable or undecipherable, each and every original and copy in every media of all Confidential Information in the Receiving Party’s possession, custody or control (with certification of destruction). The foregoing shall not apply to the extent information must be retained pursuant to applicable legal or regulatory requirements or for purposes of the Receiving Party’s commercially reasonable disaster recovery procedures, provided such information shall continue to be subject to Section 6.

7. Term/Termination

7.1 The initial term of these terms and Conditions shall be for a period of twelve (12) months beginning on the date of acceptance (the “Initial Term”) and thereafter will automatically renew on such date and each anniversary thereof for additional twelve (12) month terms (each a “Renewal Term”) unless and until either Party provides ninety (90) days prior written notice of its intention to terminate before the commencement of the applicable Renewal Term.

7.2 These Services may be terminated by one Party upon written notice to the other Party: (a) in the event that such other Party has materially breached an obligation, representation or warranty and fails to cure such breach within 30 business days of receiving written notice of the breach; (b) as of the date on which proceedings are instituted against a Party seeking relief under any bankruptcy, insolvency or similar law; or (c) by Mastercard in the event that Mastercard no longer offers or provides the Services or products that are the subject of these Terms and Conditions

8. Fees

8.1. There are no fees due for the Initial Term. The fees for each Renewal Term will be $15,000 which shall be due and payable on the first day of the applicable Renewal Term. Mastercard will invoice Customer via the Mastercard Consolidated Billing System.

8.2. Mastercard will invoice, and Client will pay, the Fees in USD. Properly submitted invoices for which payment is not received within thirty (30) days of the invoice date shall bear interest until paid at the lesser of (i) 1.5% per month or (ii) the maximum rate allowed by law. Client acknowledges that the Fees are exclusive of any applicable taxes. Client shall be responsible for any taxes that may be levied on the provision of Services and Deliverables, except for any taxes levied on Mastercard’s income.

8.3. All amounts payable hereunder are quoted exclusive of sales, use, value-added, and withholding taxes and all customs duties or governmental charges of any kind attributable to the provision of services, or rights granted hereunder, by Mastercard. Excluding income taxes relating hereto, Client shall indemnify Mastercard for any such taxes, duties or governmental charges paid by Mastercard in connection with this Agreement.

9. General Terms

9.1. Notice. Any notice shall be in writing and shall be addressed to the Party entitled to such notice at the Party’s registered address and shall be given by an overnight courier delivery service. Written notice may include email notice (provided the Party receiving such notice acknowledges receipt).

9.2. Force Majeure. Neither Party shall be liable for loss or damage or be deemed to be in default under these Terms and Conditions if its failure to perform its obligations results from or is attributable to any act of God, natural disaster, fire, strike, embargo, war, threat of terrorism, insurrection, strike, riot or other cause or circumstance beyond the reasonable control of the Party; provided however that the foregoing shall not excuse any failure to exercise diligence by a Party to minimize the scope, extent, duration and adverse effect of any such delay in performance, on the other Party.

9.3. Waiver. A failure or delay of either Party to enforce any provision of or exercise any right under these Terms and Conditions shall not be construed to be a waiver.

9.4. Severability. If any provision of under these Terms and Conditions are held by a court of competent jurisdiction to be unenforceable or invalid in any respect, such unenforceability or invalidity shall not affect any other provision, and these Terms and Conditions shall then be construed as if such unenforceable or invalid provisions had never been part thereof.

9.5. Headings. The captions are included for convenience only and shall not affect the meaning or interpretation of the terms of these Terms and Conditions.

9.6. Survival. All representations and warranties, and all commitments: (i) to indemnify, defend, hold harmless, or (ii) relating to confidentiality, limitations on liability, rights and obligations upon termination, and jurisdiction, and any other provision by its nature that is meant to survive shall survive any termination of these Terms and Conditions.

9.7. Assignment. These Terms and Conditions cannot be assigned by the Client.

9.8. Entire Agreement. These Terms and Conditions, the email and the enrollment page and any agreement or terms referenced therein constitute the entire agreement and understanding between Mastercard and Client with respect to the transactions contemplated and supersedes all prior agreements, representations, statements, negotiations and undertakings between the Parties, whether oral or written, concerning such transactions, except in respect of any fraudulent misrepresentations made by either Party.

9.9. Governing Law; Venue. These Terms and Conditions and the respective rights and obligations of the Parties shall be governed by the laws of the State of New York without reference to its conflict-of-laws or similar provisions that would mandate or permit application of the substantive law of any other jurisdiction. The federal and state courts located in the State of New York shall have the exclusive jurisdiction over any actions or disputes related to these Terms and Conditions.Remedies. Unless otherwise expressly provided herein, any remedies stated herein are non-exclusive. In addition to these remedies, the Parties shall be entitled to pursue any other remedies that they may have at law or in equity.