By consenting to these Community Institutions Campaign 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 has enrolled in the marketing campaign or campaigns that will be conducted by Mastercard on Client’s behalf (the “Campaign” or “Campaigns”).

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. All insights, reports, and other materials provided by Mastercard in connection with the Services (“Deliverables”) may be developed using data, databases, systems, tools and information contained in the Mastercard Data Warehouse, which is comprised of information provided by third parties and may contain certain errors, omissions or inaccuracies. Subject to Section 1.5, Mastercard shall have no responsibility for any errors, omissions or inaccuracies in the underlying data from the Mastercard Data Warehouse or data otherwise provided by or on behalf of Client or any third party.

1.4. Mastercard is not providing the Deliverables as investment advice. Mastercard is not, and Client agrees that Mastercard is not, providing legal or financial advice in connection with any Services or Deliverables. 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.

1.5. 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. License and Use of Deliverables

2.1. Mastercard hereby grants to Client a perpetual, fully paid-up, nontransferable, non-exclusive license to use the applicable Deliverables, in each case, (x) without the right to resell, assign, transfer or sublicense such Deliverables in any way, and (y) solely for Client’s internal business purposes, relinquishing Mastercard of any liability for Client’s use of such Deliverables.

2.2. Client retains ownership of Client Data and any other confidential information it provides to Mastercard. Mastercard shall be free to use for any purpose any ideas, concepts, general skills, know-how or techniques resulting from or acquired or used in the course of or arising out of the performance of the Services. All Deliverables provided by Mastercard to Client pursuant to the Services, as well as all materials, concepts, processes and methodologies employed by Mastercard or a Mastercard Supplier in connection with the Services, are and will remain the sole and exclusive property of Mastercard (or such Mastercard Supplier).

2.3. Client shall not use the data analytics or insights in the Deliverables in a manner so as to reverse engineer or aid any other party to reverse engineer the data contained in the Deliverables, and shall not remove any identification, copyright or proprietary or other notices from the Deliverables, or any copies thereof. Client shall not use any Deliverable in a manner that would violate any applicable law, regulation, or third-party rights.

2.4. Client grants Mastercard a worldwide, fully paid-up license to copy, display and use Client’s name and logo (“Client Marks”) 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 Deliverables or combination, modification or use of the Deliverables with materials not provided by Mastercard or materials required by Client to be included in the Deliverables.

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 DELIVERABLES 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 the value of the Services and Deliverables; provided, however that such limitation shall not apply to the indemnity provided by such Party in Section 4.1. If no such fees or value is stated, then such maximum liability shall be limited in all respects to US$50,000.

5. Other Terms 

5.1. Client agrees that it will not, without Mastercard’s consent, hire, retain or otherwise engage the services of a Mastercard Supplier or Mastercard employee, in each case, involved in the provision of the Services that Client first became aware of in connection with the provision of the Services for the duration of the performance of the Services and period of one (1) year thereafter.

5.2. 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.

5.3. 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.

5.4. Client is responsible for any taxes levied on the provision of Services, except taxes levied on Mastercard’s income.

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. General Terms

7.1. 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).

7.2. 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.

7.3. 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.

7.4. 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.

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

7.6. 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.

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

7.8. 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.

7.9. 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.

7.10. 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.

8. Mastercard Obligations

8.1. Using Mastercard’s internally developed and owned creative templates (“Mastercard Assets”) Mastercard shall customize the selected Mastercard Assets using Client’s brand related artwork, logos, card art, card name, return address, trademarks or disclosures (“Client Assets”) (collectively the “Creative Works”). Any additional customization in Mastercard Assets beyond standard elements will be at additional cost to Client.

8.2. If Mastercard is identifying account numbers, on behalf of Client, Mastercard shall identify account numbers of the Client’s Mastercard cardholders that could qualify for the promotion based upon a segmentation criteria, and send this information to Client via MDE (“Initial Mail File”).

9. General Terms

9.1. Client shall supply all applicable guidelines and necessary Client Assets in high resolution for creation of the Creative Works and ensure that the Creative Works comply with applicable advertising and marketing laws or regulations.

9.2. Client shall review and provide creative, legal and compliance approval for the Creative Works with up to two (2) rounds of feedback. Client may request additional rounds of feedback, but milestones dates and mail drop date may be adjusted accordingly and additional fees may apply.

9.3. In the event Mastercard is creating the Initial Mail File: Client shall apply all necessary suppressions to the Initial Mail File in accordance with applicable laws, regulations, and Client’s policies related to the sending of email or direct mail (as the case may be).

9.4. Client shall append the corresponding name and email address or mailing address information (as the case may be) to each account number, strip off the account number, but keep UID (unique identifier), resulting in a final mail file (“Mail File”).

9.5. In the event the Client is providing its own Mail File to the email vendor: Client shall apply all necessary suppressions to the Mail File in accordance with applicable laws, regulations, and Client’s policies related to the sending of email or direct mail (as the case may be).

9.6. Client shall deliver the two (2) Mail Files to be used in connection with the promotion directly to the email vendor as follows: In the event Client will be coding emails, develop and program html coding for the email: For Email, Client shall provide opt out URL address that will be placed in the Creative Works and Client will manage the opt out process as required by CAN-SPAM below.

9.7. Client shall consent to participate in a blind case study or testimonial authored by Mastercard.

10. CAN-SPAM Compliance 

10.1. If Mastercard is deploying emails on Client’s behalf, Client represents and warrants that in connection with any email lists that it provides to Mastercard, Client shall comply with any and all provisions of the Controlling the Assault of Non-Solicited Pornography and Marketing Act of 2003 (the “CAN-SPAM Act”) including but not limited to, 15 U.S.C. 7704, et. seq

10.2. If Client is deploying emails, Client acknowledges and agrees that in connection with any and all emails that Client sends in connection with herewith (the “Emails”), Client hereby agrees that it is designated as the single “sender” for purposes of compliance with the Controlling the Assault of Non-Solicited Pornography and Marketing Act of 2003 (the “CAN-SPAM Act”). In connection with such Emails, Client represents and warrants that it: (i) will be identified uniquely in the “from” line of the message and will not include any other entity's name, product or service in the “from” line, unless otherwise specified in the agreement; and (ii) will comply with any and all provisions of the CAN-SPAM Act, including but not limited to, 15 U.S.C. 7704, et. seq