1. Responsibilities of a Party.

1. Mastercard Responsibilities.  Mastercard or the Mastercard Suppliers will provide the Value-Added Services to Customer, pursuant to the provisions of this Exhibit.  Mastercard shall ensure that the Personnel performing or providing the Value-Added Services (i) have the requisite skill and physical resources necessary to provide the Value-Added Services and (ii) perform the Value-Added Services in a competent, professional and workmanlike manner in accordance with industry standards. 
2. Customer Responsibilities.  Customer shall (i) obtain all consents, information and materials necessary from third parties (other than Mastercard Suppliers) for Mastercard to provide the Value-Added Services, (ii) use the Value-Added Services, and access, use or operate the Deliverables, solely in accordance with this Exhibit, (iii) be solely responsible for its use of the Value-Added Services, and access, use or operation of the Deliverables, as well as its implementation of or reliance on any advice or recommendations provided in connection with the Value-Added Services and Deliverables, (iv) provide Mastercard, in a timely fashion, with all information requested by Mastercard in connection with or related to the performance of the Value-Added Services, and (v) fulfill its obligations and responsibilities as otherwise stated in the Documentation.

2. Invoices and Taxes.

1. Invoices.   Fees will be invoiced by Mastercard and paid by Customer via the Mastercard Consolidated Billing System or as otherwise stated in the Documentation.
2. Taxes.  All payments made, consideration provided, and the value of services rendered by Mastercard under this Exhibit shall be exclusive of any applicable sales tax, withholding tax, use tax, goods and services tax, value-added tax, stamp duties, business occupation tax, or any other applicable tax or charge of a similar nature (collectively, “Taxes”).  Unless otherwise set forth in the Documentation or required by applicable law, Customer has the sole obligation to collect, report and remit any Taxes.  Mastercard shall provide an invoice to the Customer compliant with the applicable sales tax or VAT legislation. To the extent Customer is required by applicable law to deduct an amount on account of any withholding tax imposed or levied by the federal, state or local government or any other applicable taxing authority, the amount paid by Customer for the Value-Added Services hereunder shall be increased such that the amount received by Mastercard is equal to the payment which would have been due from Customer if no deduction for withholding tax had been required.  Where applicable, it is the Customer’s responsibility to furnish Mastercard with valid certificates or other evidence supporting applicable exemptions from sales, use or excise taxes.  Each Party shall be responsible for its own income taxes, personal property taxes, payroll taxes, and similar taxes.

3. Privacy and Data Protection.

1. Compliance.  Each Party shall comply with (i) Applicable Data Protection Law, (ii) to the extent applicable, the Payment Card Industry Data Security Standards, and (iii) all provisions of such Party’s own written information security policies, procedures and guidelines which are applicable to the Value-Added Services provided under this Exhibit and the Documentation.
2. Europe Region. Customer shall enter into a data processing agreement to the extent requested and provided by Mastercard where the Value-Added Services involve processing of Personal Data subject to the EU General Data Protection Regulation 2016/679, including where Data Subjects are located in the European Economic Area, Switzerland, Monaco and the United Kingdom.
3. Data Uses. The Parties acknowledge and agree that Mastercard may process Personal Data and Confidential Information for the following purposes:
   1. To provide the Value-Added Services in accordance with this Exhibit and data processing agreement referred to in Section 4(B), including processing transactions, creation and management of profiles and accounts, accounting, auditing, billing, reconciliation and collection activities; 
   2. as may be appropriate to Mastercard’s Affiliates, sub-processors, staff, accountants, auditors or counsel;
   3. as may be required or requested by any judicial process or governmental agency having or claiming jurisdiction over Mastercard or Mastercard’s Affiliates;
   4. for the purpose of processing and resolving chargebacks or other disputes;
   5. for the purpose of managing risk exposures and protecting against or preventing actual or potential fraud, unauthorized transactions, claims or other liability including to third parties providing these services;
   6. for product development and improvement purposes, and providing products or services to customers or other third parties;
   7. for the purpose of administering sweepstakes, contests, or other marketing promotions;
   8. for preparing internal reports for use by Mastercard or any of Mastercard’s Affiliates, staff, management and consultants for the purposes of operating, evaluating and managing Mastercard’s business;
   9. for preparing and furnishing compilations, analyses, and other reports of aggregated or anonymized information provided that such compilations, analyses, or other reports do not identify Customers and do not identify any Data Subjects whose transactions were involved in the preparation of the compilation, analysis, or other report;
   10. for the purpose of complying with applicable legal requirements; and
   11. for other purposes for which consent has been provided by the Data Subject to whom the information relates.
4. Data Transfers. Customer authorizes Mastercard to process Personal Data in accordance with Applicable Data Protection Law in locations outside of the country where Customer is located (including the United States of America) or where the Data Subjects are located (including the United States of America) for the purposes set out in Section 4(C). To the extent Mastercard is receiving Personal Data subject to the EU General Data Protection Regulation 2016/679, Mastercard represents that it will abide by the Mastercard Binding Corporate Rules (“BCRs”).
5. Sub-processing. Customer authorizes Mastercard to use internal and external sub-processors in the context of these Value-Added Services for the purposes described in Section 4(C).  Mastercard will require its sub-processors, via a written agreement, to comply with Applicable Data Protection Law and with the same obligations as are imposed on Mastercard by this Addendum and, where applicable, by the Binding Corporate Rules.
6. Customer Obligations. Customer shall ensure that:
   1. Data Subjects are properly informed and, if necessary, have given proper consent in accordance with the Applicable Data Protection Law, including disclosures on the collection, uses, and sharing practices of Data Subjects’ Personal Data by Customer and Mastercard as set out in this Exhibit, and, where applicable, the data processing agreement referred to in Section 4(B);
   2. in accordance with the Applicable Data Protection Law and, where required, it develops and implements appropriate procedures for handling requests by Data Subjects for access to or correction of Personal Data maintained by Customer or Mastercard. Mastercard will cooperate with Customer in responding to such requests and will provide access to Personal Data maintained by Mastercard where appropriate; and if an access request is made directly to Mastercard, Customer must cooperate with Mastercard in promptly responding to the request;
   3. it takes reasonable steps to ensure that the data the Customer provides to Mastercard is accurate, complete and current; and
   4. all of its instructions to Mastercard related to the processing of Personal Data on Customer’s behalf are in accordance with applicable laws.
7. Mastercard reserves the right to modify or reject the input of any data into its systems that Mastercard determines, in its sole discretion, is in violation of, or not in compliance with, the requirements of this Exhibit or otherwise threatens the integrity of its systems or the information processed thereby
8. Security Safeguards.  Each Party shall maintain a comprehensive written information security program that includes technical, physical, and administrative/organizational safeguards designed to (i) ensure the security and confidentiality of Personal Data, (ii) protect against any anticipated threats or hazards to the security and integrity of Personal Data, (iii) protect against any actual or suspected unauthorized processing, loss, or acquisition of any Personal Data, and (iv) ensure the proper disposal of Personal Data.  In addition, such program shall include regularly testing or otherwise monitoring the effectiveness of the safeguards.   
1. No Waiver. Notwithstanding anything set forth in this Exhibit, neither Party shall be in any way restricted from processing Personal Data in accordance with the Documentation or as otherwise authorized by applicable law.

4. Use of Marks.

1. Customer Marks.  Subject to the terms of this Section 5, Customer hereby grants to Mastercard, during the Term, a non-exclusive, non-transferable, royalty-free license to use, reproduce and display the Customer Marks (i) as may be necessary for Mastercard to perform its obligations under this Exhibit, (ii) to identify Customer as a Mastercard customer in Mastercard sales materials, and (iii) as may be otherwise stated in the applicable Documentation; provided that upon written request from Customer Mastercard shall provide the sales materials to Customer for its review.  Customer (x) shall use commercially reasonable efforts to approve or disapprove the use of Customer Marks in such sales materials within five (5) business days, or such alternate time period as may be stated in the Documentation, (y) shall not unreasonably withhold its approval, and (z) agrees that its approval of such sales materials in the first instance is deemed approval for all subsequent instances. 
2. Mastercard Marks.  Customer shall not use any of the Mastercard Marks without Mastercard’s prior written approval in each instance.  Subject to this Section 5(B) and the applicable Documentation (including, without limitation, branding guidelines), Mastercard hereby grants to Customer a non-exclusive, non-transferable, royalty-free license to use and reproduce the Mastercard Marks, during the Term, solely for the purposes as stated in the applicable Documentation or as otherwise agreed upon by Mastercard in writing.
3. Rights.  Each Party acknowledges the ownership right of the other Party in the Marks of such other Party and agrees that all use of the other Party’s Marks shall inure to the benefit, and be on behalf of, the other Party.  Each Party acknowledges that its utilization of the other Party’s Marks will not create in it, nor will it represent it has, any right, title or interest in and to such Marks, other than the licenses expressly granted herein.  Each Party agrees not to do anything contesting or impairing the existing Intellectual Property Rights in the Marks of the other Party in connection with this Exhibit.

5. Termination.

1. Termination by either Party. Either Party may terminate any individual Value-Added Service under this Exhibit upon thirty (30) days’ notice, or such notice period as otherwise stated in the Documentation for the Value-Added Service, if the other Party has breached a material obligation, representation or warranty as stated this Exhibit with respect to such Value-Added Service, and fails to cure such breach within the cure period as stated in the Documentation or, if no such period is specified therein, within thirty (30) days of receiving notice of such breach.  The Parties acknowledge and agree that termination of all Value-Added Services pursuant to the preceding sentence is an effective termination of the Exhibit.  Either Party may terminate this Exhibit promptly upon notice if the other Party (a) becomes insolvent, (b) is declared bankrupt, (c) is placed under receivership, (d) makes an assignment for the benefit of creditors, (e) commences any proceedings for the winding up of its business, dissolution or liquidation, and (f) ceases to pay its debts as they come due. 
2. Termination by Mastercard. At any time, Mastercard may terminate any Value-Added Service provided hereunder and the associated Documentation (x) upon ninety (90) days’ notice, if Mastercard discontinues the subject Value-Added Service in one or more of the countries in the Territory, (y) upon thirty (30) days’ notice or earlier, if required by applicable law or the relevant governing authority, if Mastercard is required by such law or governing authority to cease providing such Value-Added Service in one or more countries in the Territory, or (z) if Mastercard has received a claim or notice alleging that such Value-Added Service infringes or violates a third party’s Intellectual Property Right.   
3. Effect of Termination. Termination or expiration of this Exhibit shall not relieve either Party of any obligation accrued through the date of termination or expiration. 

6. Ownership; Licenses; and Restrictions on Use.

1. Mastercard Ownership.  Mastercard or its licensors own and retain all right, title and interest in and to the Mastercard Intellectual Property and any and all Intellectual Property Rights therein.   Customer shall execute such documentation as is reasonably necessary to document and assign to Mastercard or its licensors any rights in any Mastercard Intellectual Property created by or for Customer or that otherwise arise or vest in Customer hereunder in the Mastercard Intellectual Property.  No rights are granted to Customer or any third party in the Mastercard Intellectual Property except as explicitly stated herein. 
2. Customer Ownership; License.  Customer or its licensors own and retain all right, title and interest in and to the Customer Materials, Customer Intellectual Property and any and all Intellectual Property Rights within any of the foregoing.  Customer hereby grants to Mastercard (i) a non-exclusive, royalty-free, worldwide license to use and access the Customer Intellectual Property during the Term solely as necessary and appropriate for Mastercard to provide the Value-Added Services and (ii) a non-exclusive, sub-licensable right to use and reproduce Customer branding for the Term as reasonably required for Mastercard to market Customer’s involvement in the Value-Added Services, perform its obligations, and exercise its rights under this Exhibit.  No rights are granted to Mastercard or any third party in the Customer Intellectual Property except as explicitly set out hereunder.
3. Value-Added Services License.  During the Term or such shorter period as may be stated in the relevant Documentation, Mastercard hereby grants to Customer a non-exclusive, non-transferable, non-sublicensable, non-assignable, revocable license in the Territory to use, access, connect to and display a Value-Added Service, if and as applicable for such Value-Added Service pursuant to the relevant Documentation, solely in accordance with the terms of this Exhibit.
4. Deliverables.
   1. 1. Acceptance Criteria for Deliverables.  After receipt of a Deliverable relating to a customized request or order by Customer, Customer shall have thirty (30) days, or such shorter time as set forth in the applicable Documentation, to provide Mastercard with notice if such Deliverable does not substantially comply with the specifications set forth in such Documentation.  In such event, Mastercard will re-perform the applicable Value-Added Services to bring such Deliverable in conformance with such specifications, or take such other action as stated in the applicable Documentation.

4. 1. 2. Ownership.  Mastercard or the Mastercard Suppliers own and retain all right, title and interest in and to (i) any underlying data and information contained in the Deliverables (except for any Customer Materials, Customer Marks or Personal Data contained therein), (ii) all related materials employed in performing the Value-Added Services, and (iii) all ideas, concepts, general skills, know-how, processes, methodologies and techniques resulting from or acquired or used in the course of or arising out of the performance of the Value-Added Services.
      3. Licenses.  During the Term or such shorter period as may be stated in the relevant Documentation, Mastercard hereby grants to Customer a non-exclusive, non-transferable, non-sublicensable, non-assignable, revocable license to use the Deliverables in the Territory, solely in accordance with the terms of this Exhibit. Customer hereby grants to Mastercard a royalty-free, worldwide license and sublicense to copy, distribute, display, modify and make derivative works of Customer Materials for the purpose of providing the Value-Added Services and as may be stated in the relevant Documentation.
5. Personal Data.  The Parties acknowledge and agree that neither Party owns any Personal Data, as such is owned by each individual consumer to whom the specific Personal Data relates.
6. Restriction on the Use of Intellectual Property.  Each Party shall not use any of the other Party’s Intellectual Property except as expressly authorized in this Exhibit.  Other than the explicit rights granted herein, nothing in this Exhibit shall be construed or interpreted as granting to a Party any rights or licenses, including any rights of ownership or any other proprietary rights, in or to the other Party’s Intellectual Property or any portion thereof, or any other software or technology of the other Party or its licensors, or any Intellectual Property Rights embodied within any of the foregoing.  Each Party shall not, and shall not instruct, permit, allow or induce its agents or representatives to (i) reverse engineer, decompile or disassemble the other Party’s Intellectual Property, or otherwise attempt to obtain, directly or indirectly, source code for the other Party’s Intellectual Property, or attempt to discover any underlying proprietary methods or algorithms of the other Party’s Intellectual Property, (ii) sell, lease, sublicense, copy, market or distribute the other Party’s Intellectual Property, except as explicitly permitted hereunder, or (iii) modify, port, translate, or create derivative works of the other Party’s Intellectual Property, except as may be explicitly permitted hereunder.  Each Party shall not remove or destroy any proprietary, trademark or copyright markings contained within the other Party’s Intellectual Property.

7. Representations and Warranties.

1. General.  Each Party represents and warrants that (i) it is duly organized, validly existing and in good standing under the laws of the jurisdiction of its incorporation, (ii) it has the full right and power to enter into this Exhibit and fully perform its obligations hereunder, and (iii) the execution and delivery of this Exhibit and the performance of its obligations hereunder will not violate or conflict with any other agreement to which it is a party.
2. Provision and Use of Customer Items.  Customer represents and warrants that both (i) its provision of any Customer Materials, Customer Intellectual Property, or Personal Data to Mastercard or a Mastercard Supplier, or such party’s receipt, in connection with the Value-Added Services, of such items from Customer or another party, and (ii) the use, analysis, or processing of such items by Mastercard or the Mastercard Suppliers to perform the Value-Added Services are, collectively, permitted under (x) all applicable laws, regulations and regulatory guidance, and (y) the terms of Customer’s contracts with, notices to or other consents from, its customers, contractors, suppliers or other third parties. 
3. Disclaimer of Warranties. Deliverables may be developed using data, databases, systems, tools and information (including transactional information) provided by Customer or third parties that may contain certain errors, omissions or inaccuracies.  Mastercard shall have no responsibility for any errors, omissions or inaccuracies in such underlying data or in the Deliverable to the extent caused by such data.  EXCEPT AS EXPRESSLY STATED IN THIS EXHIBIT, ALL MASTERCARD INTELLECTUAL PROPERTY PROVIDED OR MADE AVAILABLE IS “AS IS” AND “AS AVAILABLE”.  TO THE FULLEST EXTENT PERMITTED BY LAW, MASTERCARD AND ITS AFFILIATES MAKE NO WARRANTY, EXPRESS OR IMPLIED, WITH RESPECT TO ANY OF THE MASTERCARD INTELLECTUAL PROPERTY OR ANY RELATED VALUE-ADDED SERVICES, OR THE USE OF OR ABILITY TO USE ANY OF THE FOREGOING, INCLUDING, WITHOUT LIMITATION:  (I) ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT OR TITLE, OR IMPLIED WARRANTIES ARISING FROM COURSE OF DEALING OR COURSE OF PERFORMANCE; OR (II) THAT ANY OF THE MASTERCARD INTELLECTUAL PROPERTY WILL MEET CUSTOMER’S REQUIREMENTS, WILL ALWAYS BE AVAILABLE, ACCESSIBLE, UNINTERRUPTED, TIMELY, SECURE, FREE OF BUGS OR VIRUSES OR OTHER DEFECTS, OPERATE WITHOUT ERROR, OR WILL CONTAIN ANY PARTICULAR FEATURES OR FUNCTIONALITY.

8. Indemnification.

1. Mastercard Indemnification Obligation.  Mastercard shall indemnify, defend (at its option, in accordance with Section 10(C)) and hold Customer, its Affiliates, and its and their respective directors, officers, employees, agents, and representatives, harmless from and against any third party claim, and shall pay any losses, costs, liabilities, demands, damages and expenses including reasonable attorneys’ fees (collectively, “Losses”) incurred as a result of any such third party claim, arising out of or relating to (except to the extent caused by Customer’s breach of any of its obligations, representations or warranties hereunder) (i) any actual or alleged infringement, violation, or misappropriation of any patent, trademark or copyright to the extent based on any Mastercard Intellectual Property, or any equipment, processes, and other resources used by Mastercard in connection with the Customer Intellectual Property (other than any technology, equipment, processes, and other resources provided by Customer), or (ii) Mastercard’s (x) material breach of any of its obligations, representations and warranties hereunder, or (y) gross negligence or willful misconduct in the performance of its obligations under this Exhibit.
2. Customer Indemnification Obligation.  Customer shall indemnify, defend (at its option, in accordance with Section 10(C)) and hold Mastercard, its Affiliates, and its and their respective officers, directors, employees, agents and representatives, harmless from and against any third party claim, and shall pay any Losses incurred as a result of any such third party claim, arising out of or relating to (except to the extent caused by Mastercard’s breach of any of its obligations, representations or warranties hereunder) (i) any actual or alleged infringement, violation, or misappropriation of any patent, trademark or copyright to the extent based on any Customer Materials, Customer Intellectual Property, or any equipment, processes, or other resources used by Customer in connection with the Mastercard Intellectual Property (other than any technology, equipment, processes, or other resources provided by Mastercard), or (ii) Customer’s (x) material breach of any of its obligations, representations and warranties hereunder, or (y) gross negligence or willful misconduct in the performance of its obligations under this Exhibit. 
3. Indemnification Process.  If a Party entitled to indemnification hereunder (the “Indemnified Party”) becomes aware of any claim it believes is subject to indemnification hereunder, the Indemnified Party will give the other Party (the “Indemnifying Party”) prompt notice thereof.  Such notice (the “Claim Notice”) shall (i) provide the basis on which indemnification is being asserted, and (ii) be accompanied by copies of all relevant pleadings and other papers related to the claim and in the possession of the Indemnified Party.  The Indemnifying Party may assume, at its sole option, control of the defense of the claim by sending notice of such assumption to the Indemnified Party on or before thirty (30) days after receipt of the Claim Notice to acknowledge responsibility for the defense of such claim and undertake, conduct and control, through reputable independent counsel of its own choosing and at the Indemnifying Party’s sole cost and expense, the settlement or defense thereof.  The Indemnified Party shall cooperate, at the expense of the Indemnifying Party, with the Indemnifying Party and its counsel in the defense, and the Indemnified Party shall have the right to participate, at its own expense, in the defense of such claim.  The Indemnifying Party shall obtain the Indemnified Party’s consent to any compromise or settlement of a claim to the extent such compromise or settlement affects the rights of such Indemnified Party, which consent shall not be unreasonably withheld or delayed. In addition, with respect to an indemnification claim pursuant to Section 10(A)(i), Mastercard will use commercially reasonable efforts to, at its option and expense, (x) secure the right to continue to use such infringing item or service, (y) replace such item or service, or (z) modify such item or service so that it becomes non-infringing.  If Mastercard is unable, on commercially reasonable terms, to procure the right to continued use of the allegedly infringing item or service, or replace or modify the allegedly infringing item or service, as provided in provisions (x) to (z) herein, Customer or Mastercard may terminate the Value-Added Service affected by the infringing item or service.  For purposes of clarity, such termination right of Mastercard is in addition to that stated in the last sentence of Section 6(B).
4. Compliance with Value-Added Services Requirements. Non-compliance by a Party of the specific terms and conditions applying to any of the Value-Added Services shall not relieve the other party of its duty to comply with the terms and conditions relating to the other Value-Added Services or to suspend its performance thereof.

9. Limitation of Liability.

1. NOTWITHSTANDING ANY OTHER PROVISION TO THE CONTRARY SET FORTH IN THIS EXHIBIT, EACH PARTY SHALL NOT BE LIABLE UNDER ANY LEGAL THEORY, INCLUDING TORT, CONTRACT, STRICT LIABILITY OR OTHERWISE, FOR ANY SPECIAL, INDIRECT, INCIDENTAL, CONSEQUENTIAL, PUNITIVE OR EXEMPLARY DAMAGES (INCLUDING, WITHOUT LIMITATION, TRANSACTION VALUE, CARD REISSUANCE, CARD CREDIT MONITORING, AND CARD ID THEFT PROTECTION), INCLUDING FOR LOSS OF PROFITS, DATA OR GOODWILL, REGARDLESS OF WHETHER SUCH PARTY KNEW OR SHOULD HAVE KNOWN OF THE POSSIBILITY OF SUCH DAMAGES.
2. NOTWITHSTANDING ANY OTHER PROVISION TO THE CONTRARY SET FORTH IN THIS EXHIBIT, AND EXCLUDING LIABILITY FOR NON-PAYMENT BY CUSTOMER OF FEES DUE UNDER THIS EXHIBIT OR FUNDS COVERING TRANSACTION SETTLEMENT, THE MAXIMUM AGGREGATE LIABILITY OF EACH PARTY AND ITS AFFILIATES ARISING OUT OF OR RELATING TO THIS EXHIBIT (INCLUDING, WITHOUT LIMITATION, INDEMNIFICATION OBLIGATIONS HEREUNDER) SHALL BE THE GREATER OF TWO HUNDRED FIFTY THOUSAND DOLLARS ($250,000) OR THE NET FEES PAID OR PAYABLE FOR THE VALUE-ADDED SERVICES BY CUSTOMER UNDER THE EXHIBIT DURING THE TWELVE (12) MONTH PERIOD IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO LIABILITY.

10. Miscellaneous.

1. Assignment.  Neither Party may assign or transfer its rights or obligations granted under this Exhibit, by operation of law, contract or otherwise, without the other Party’s prior written consent, such consent not to be unreasonably withheld; provided, however, that Mastercard may, without the consent of Customer, delegate any obligations under this Exhibit or assign this Exhibit in whole or in part to an Affiliate capable of performing Mastercard’s obligations hereunder. This Exhibit shall be binding upon and inure to the benefit of the successors and permitted assigns of each Party.
2. Publicity.  Neither Party shall issue any news release, blog, media outreach, public announcement, advertisement, or any other form of publicity in connection with this Exhibit without first obtaining the prior written consent of the other Party. 
3. Third Party Beneficiaries. Nothing in this Exhibit is intended to confer any rights or remedies on any Persons other than the Parties and their permitted successors and assigns.  Without limiting the foregoing, no third party shall be a beneficiary of this Exhibit.
4. Force Majeure.  Neither Party shall be liable for loss or damage, or for any delay or failure to perform its obligations under this Exhibit, to the extent such loss, damage, delay or failure is caused by any act of God, natural disaster, pandemic, endemic, fire, strike, embargo, war, threat of terrorism, insurrection, riot, denial of service attack or other cause or circumstance beyond the reasonable control of the Party; provided, however, that the foregoing shall not excuse any failure by such Party to take reasonable action to minimize the scope, extent, duration and adverse effect of any such event.
5. Compliance with Laws.  Each Party shall fulfill its obligations as stated in this Exhibit in accordance with all applicable laws and regulations, including, without limitation, the Foreign Corrupt Practices Act, the UK Bribery Act, and all other applicable anti-corruption and anti-bribery laws. In connection with Customer’s use of the Value-Added Services and cross-border transfer of the Deliverables, Customer shall comply with all applicable export, re-export, and import control laws and regulations of all applicable jurisdictions.  Customer shall not engage in any activities related to this Exhibit with a Person who is identified on the lists of specially-designated nationals or blocked parties maintained by the U.S. Treasury Department’s Office of Foreign Assets Control or other relevant jurisdiction.  Such list is currently accessible at:  www.treasury.gov/ofac.

Definitions

“Affiliate” means, with respect to any Person, any other Person that, directly or indirectly, through one or more intermediaries, Controls, is Controlled by or is under common Control with such Person.

“Applicable Data Protection Law” means all applicable international, federal, state, provincial and local laws, rules, regulations, directives and governmental requirements relating in any way to the privacy, confidentiality, protection, transfer or security of Personal Data, including, without limitation: Directive 95/46/EC; the EU General Data Protection Regulation 2016/679; the e-Privacy Directive 2002/58/EC (as amended and replaced from time to time) and their national implementing legislations; 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, as amended from time to time.

“Control” means the power to direct or control the management and policies of a Person through the ownership of voting securities, by contract or otherwise.

“Customer Intellectual Property” means (i) all of Customer’s computer software, websites, programs, documentation, manuals, processes, procedures, systems, and sales materials, (ii) Customer Marks, and (iii) any and all improvements, enhancements, modifications, alterations, or derivative works of or to any of the items mentioned in (i) and (ii) herein.

“Customer Marks” means any Marks created by or on behalf of Customer.

“Customer Materials” means any data, files, materials or information (if any) provided by Customer to Mastercard or a Mastercard Supplier in connection with the Value-Added Services.

“Data Subject” means a Cardholder, Merchant or employee of Customer or Mastercard, or other natural person whose Personal Data are processed in the context of the Value-Added Services.

 “Deliverables” means all reports, data, materials, documents or other deliverables provided by Mastercard to Customer in connection with the Value-Added Services.

“Documentation” means program guides, implementation guides, manuals, pricing bulletins and other pricing arrangements, release notes, reference guides, specifications, statement of work or other documents relating to the Value-Added Services provided or made available by Mastercard to the Customer.  Documentation does not include this Exhibit.

“Intellectual Property” means Customer Intellectual Property or Mastercard Intellectual Property.

“Intellectual Property Rights” means any and all now or hereafter known tangible and intangible (i) rights associated with works of authorship throughout the world, including copyrights or works of copyright, moral rights and mask-works, (ii) Marks and similar rights, (iii) trade secret rights, (iv) patents, designs, algorithms and other industrial property rights, (v) all other intellectual and industrial property rights of every kind and nature throughout the world and however designated (including domain names, logos, “rental” rights and rights to remuneration), whether arising by operation of law, contract, license or otherwise, and (vi) all registrations, initial applications, renewals, extensions, continuations, divisions or reissues thereof currently or hereafter in force (including any derivative rights in any of the foregoing).

“Look and Feel” means the elements of graphics, design, organization, presentation, layout, user interface, navigation, trade dress and stylistic convention (including the digital implementations thereof) developed by a Party or its service providers and unique to a Party.

“Marks” means trademarks and service marks (whether registered or at common law), trade names, business names, logos, symbols and internet domain names or any abbreviation or contraction thereof.

“Mastercard Binding Corporate Rules” means the Mastercard Binding Corporate Rules as approved by the EEA data protection authorities and available at https://www.mastercard.us/content/dam/mccom/en-us/documents/mastercard-bcrs-february-2017.pdf.

“Mastercard Intellectual Property” means (i) the Value-Added Services and Deliverables (excluding any Customer Materials, Customer Marks or Personal Data embedded therein), and any and all software, websites, programs and other applications provided or made available by Mastercard in connection with any of the foregoing, and the user experience and Look and Feel of any of the foregoing, (ii) all Documentation, manuals, computer software, processes, procedures, systems, sales materials, technical materials, checklists and any other documentation issued or made available by Mastercard, (iii) the Mastercard Marks, and (iv) any and all improvements, enhancements, modifications, alterations, or derivative works of or to any of the items mentioned in (i), (ii) and (iii) herein.

“Mastercard Marks” means any Marks created by or on behalf of Mastercard.

“Mastercard Supplier” means a third party engaged by Mastercard to provide the Value-Added Services.

“Net Fees”, except as otherwise set forth in the Exhibit, with respect to the Value-Added Services, means either (i) in the case of Value-Added Services provided by Mastercard that are not a component of a Card program, the fees for the Value-Added Services set forth in the Documentation specific to such Value-Added Services or bundle of Value-Added Services; or (ii) in the case of Value-Added Services that are provided by Mastercard as a component of a Card program, the services fee or card assessment fee, as applicable, plus any other fees specific to such Value-Added Services or bundle of Value-Added Services, as set forth in the Documentation, and in each of clauses (i) and (ii) and for any fees set forth in the Exhibit, less any rebates, incentives (including in-kind contributions provided by Mastercard attributed to such Value-Added Services) or other discounts provided by Mastercard specific to the Value-Added Services

“Person” means and includes any individual, partnership, joint venture, corporation, company, bank, trust, unincorporated organization, government or any department, agency or instrumentality thereof.

“Personal Data” means any information relating to an identified or identifiable natural person. An identifiable natural person is one who can be identified directly or indirectly, in particular by reference to an identifier, such as a name, an identification number, location data, an online identifier, or to one or more factors specific to the physical, physiological, genetic, mental, economic, cultural, or social identity of that natural person.

“Personnel” means the employees, agents and contractors of Mastercard and/or a Mastercard Supplier.

“Processing of Personal Data” (or “processing/process”) means any operation or set of operations which is performed on Personal Data or on sets of Personal Data, whether or not by automated means, such as collection, recording, organization, structuring, storage, adaptation or alteration, retrieval, consultation, use, disclosure by transmission, dissemination or otherwise making available, alignment or combination, restriction, erasure or destruction.

“Value-Added Service” means:  (i) any feature, service, functionality and/or technology provided by Mastercard as a required component of the core value proposition of a Card program; and (ii) any branded or non-branded feature, service, functionality or technology provided by Mastercard on an optional, opt-in or opt-out basis, either alone or in conjunction with other Value-Added Services and/or identified by Mastercard as a Value-Added Service in the Documentation. For the avoidance of doubt, Value-Added Services do not include Mastercard services pertaining to the licensing of any Brand Marks, Card manufacturing Standards or Interchange System Services (e.g. core network authorization, clearing and settlement).