2. REGISTRATION; YOUR USE OF THE SERVICES.

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1 MasterPass Merchant Terms of Use U.S. & Canada (Web.com) Last Update: June 18, PROGRAM DESCRIPTION; GENERAL REQUIREMENTS. These MasterPass Merchant Terms of Use ( Merchant TOUs ) are between you and MasterCard International Incorporated ( MasterCard ). As used in the Merchant TOUs, the terms you and your refer to the merchant that completes the Merchant TOUs electronic or manual signature process. These Merchant TOUs apply to your use of the MasterPass acceptance network (the MasterPass Network ) and the MasterPass acceptance mark (the MasterPass Checkout Button ), as well as the MasterPass API, Merchant Portal (each as defined below), and any related MasterCard products or services, including, but not limited to, Advanced Checkout (defined below) transaction authentication services (all of the foregoing, collectively, MasterPass or the Services ) in connection with your registered URL. By using any of the Services, you acknowledge that you have read and agreed to these Merchant TOUs. The MasterPass Network and MasterPass Checkout Button, collectively, comprise MasterPass Online. MasterPass Online enables online acceptance of digital wallets that have integrated into it, including: (i) MasterCard s proprietary digital wallet product, an electronic means of storing and transmitting payment card and related information on behalf of a payment card cardholder ( MasterPass Wallet ); and (ii) third party digital wallets that have integrated into MasterPass Online ( Partner Wallets, and together with MasterPass Wallet, MasterPass -Connected Wallets ). MasterPass API means MasterCard s proprietary application programming interfaces used to interface with the MasterPass Network. The Merchant Portal is located at and enables you to manage your MasterPass merchant account ( Merchant Account ). Advanced Checkout means the Service that enables you to receive information from MasterPass-Connected Wallets on your behalf in connection with the Verified by Visa and MasterCard SecureCode programs to enable you to authenticate transactions before they are submitted to your acquirer for payment processing. Solely in accordance with these Merchant TOUs and any other agreements between you and MasterCard with respect to the Services, you may display the MasterPass Checkout Button and integrate with the Services, which enable you to receive, for purposes of initiating a requested transaction, payment, billing and shipping information and certain other cardholder information (collectively, Payment Information ) from anyone with a MasterPass Account (as defined below) to facilitate the purchase of goods or services from you. MasterPass Account means an account in which a user of a MasterPass-Connected Wallet can enter and store Payment Information. If you choose to authorize a third-party developer to assist with your integration with MasterPass Online, you acknowledge and agree that your third-party developer: (i) will be your agent for purposes of these Merchant TOUs; (ii) will make choices on your behalf, subject to your approval, regarding your integration; and (iii) may have access to Personal Information (defined below) related to your customers that is processed through MasterPass Online. If you choose to authorize a third-party administrator to assist with your administration of your Merchant Account (defined below), you acknowledge and agree that your third-party administrator: (i) will be your agent for purposes of these Merchant TOUs; and (ii) will make choices on your behalf regarding your integration and other aspects of your Merchant Account. These Merchant TOUs apply in addition to (i) any other agreement that you have entered into with MasterCard or any of its Affiliates (collectively, MasterCard Agreements ) relating to your use of the Services, and (ii) the MasterCard Rules (defined below). If any inconsistency exists between the terms of any MasterCard Agreement and these Merchant TOUs, the terms of these Merchant TOUs shall control in connection with your use of the Services. If any inconsistency exists between the terms of the MasterCard Rules and these Merchant TOUs, the terms of the MasterCard Rules shall control in connection with your use of the Services. Affiliate means an entity that controls, is controlled by, or is under common control with (directly or indirectly through one or more intermediaries) a party to these Merchant TOUs. 1

2 MasterCard Rules means the MasterCard Rules and Standards and any successor version, the current version of which can be found here MasterCard may amend these Merchant TOUs at any time by posting a revised version on the Merchant Portal. Unless the revised version includes a Substantial Change (defined below), it will be effective at the time MasterCard posts it. If the revised version includes a Substantial Change, MasterCard will provide you with 30 days' prior notice of the Substantial Change by posting notice on the Merchant Portal. A Substantial Change is any change that involves an increase in fees or liability for you. If you do not agree with any Substantial Change, you may terminate your use of the Services at any time by calling MasterPass Online Technical Support at or MasterCard reserves the right to refuse to provide or cease providing any or all of the Services to any person or entity, including you, at any time for any reason, without prior notice. 2. REGISTRATION; YOUR USE OF THE SERVICES. 2.1 Eligibility. To use the Services, you must (a) be a United States or Canada merchant that accepts MasterCard-branded payment cards, (b) be in good standing with your acquirer, and (c) register by creating a Merchant Account, selecting the Services you wish to receive, and electronically or manually signing the Merchant TOUs. You must update registration information promptly upon any change. 2.2 Regarding Your Use of the Services. By consenting to the Merchant TOUs, you agree that: (i) you represent only yourself here and no other person; (ii) you will provide accurate information to MasterCard, including, but not limited to, information required to register for the Services; (iii) you will not use the MasterPass API or the Merchant Portal to reproduce, duplicate, copy, sell, resell, distribute, publish, or exploit for any commercial purpose the software, content, offers, experiences, products, or services provided by MasterCard or obtained through the MasterPass API or Merchant Portal without obtaining the express, prior written consent of MasterCard (this restriction includes any attempt to incorporate any information from the MasterPass API or Merchant Portal into any other directory, product, or service); (iv) you will provide for your own access to use the MasterPass API and Merchant Portal, including, but not limited to, obtaining and maintaining all telephone, computer hardware and software, and other equipment and paying all related charges; and (v) you will not use the MasterPass API or Merchant Portal in any manner that adversely affects the availability of their resources to or enjoyment by other users or in any manner that could damage, disable, overburden, threaten the security of or impair MasterCard's or any service provider's servers or networks. 3. YOUR PAYMENT TRANSACTIONS. 3.1 MasterCard s Role. MasterCard will transmit a consumer s Payment Information, which the consumer has registered in the consumer s MasterPass Account, to you at the consumer s direction when the consumer clicks the Review Your Order button on the MasterPass website. In connection with Advanced Checkout and the associated Services (to the extent that Advanced Checkout is enabled in the particular country or region in which you conduct business and is made available to you by MasterCard), MasterCard will also transmit authentication data provided by the applicable issuer to you through the applicable MasterPass-Connected Wallet, to enable you to include such authentication data elements in the appropriate authorization and clearing message(s) related to the underlying transaction(s), to facilitate such transaction(s) as 3-D Secure transaction(s). (You can find more information regarding Advanced Checkout in the MasterPass Merchant Integration Guide. The Advanced Checkout service is not available in all countries and/or regions and MasterCard makes no representation or warranty with respect to such availability now or in the future.) After you receive the consumer s Payment Information, you will submit the payment for processing as usual through your acquirer. MasterCard is not involved in, and does not make any representations with respect to, any underlying transaction between you and any consumer, including with respect to any authentication data provided by MasterCard. MasterCard is not a bank and does not offer banking services. MasterCard does not guaranty payment on behalf of any consumer in connection with the Services. MasterCard does not represent or warrant the authenticity, validity, accuracy or completeness of the Payment Information MasterCard transmits to you. MasterCard disclaims all 2

3 liability for fraud or unauthorized use related to Payment Information. The Services do not include the processing of payment transactions or payment network services. You will be able to indicate which payment types you accept during the registration process and update them at any time via the MasterPass API. In case the consumer selects a payment method you do not accept, MasterPass will prompt the consumer to try another payment method. 3.2 Acceptable Use. You will at all times adhere to all laws, rules, and regulations applicable to your use of the Services, including without limitation the MasterPass Merchant Acceptable Use Policy. MasterCard may inspect your Merchant Account for any reason, including without limitation to investigate any third party complaint or any alleged violation of these Merchant TOUs or MasterCard s policies. 4. RECEIVING PAYMENTS AND CUSTOMER SERVICE. 4.1 Accepting Cards. To use the Services, you must be in good standing with your acquirer, have created a Merchant Account, and be authorized to accept MasterCard cards and/or payment devices, and, at your option, other credit, debit and prepaid cards and/or payment devices supported by MasterPass Online ( Cards ), which may include Cards that bear a logo of Visa, American Express, Discover and other supported payment card networks or companies (together with MasterCard, the Networks ). 4.2 Compliance with Rules. You agree to follow all applicable rules and regulations of the Networks, as such rules and regulations may be amended from time to time, that are provided to you or are generally available to the public (including, but not limited to, the MasterCard Rules posted on ( Network Rules ). 4.3 Accepted Cards. MasterCard may, in its sole discretion, remove or add Cards that are supported by MasterPass Online at any time for any reason, without prior notice. 4.4 Accepting Wallets. You agree that you will not discriminate against any MasterPass -Connected Wallet. 4.5 Customer Service. You will be solely responsible for all customer service relating to your website and your other applications used in connection with the promotion or sale of goods or services (collectively, e- Commerce Applications ); your business; the goods or services (including but not limited to pricing, rebates, item information, availability, technical support, functionality and warranty) you offer; order fulfillment (including but not limited to shipping and handling); payment for your goods or services; order cancellation by you or a consumer; returns, refunds and adjustments; and feedback concerning experiences with your personnel, policies or processes. In performing customer service, you will always present yourself as a separate entity from MasterCard. 5. IMPLEMENTATION. 5.1 Technical Specifications. You will comply with the MasterPass Merchant Integration Guide and any other technical and operational specifications provided or made available by MasterCard from time to time with respect to the Services (the MasterPass Merchant Integration Guide, together with the foregoing technical and operational specifications, the Specifications ). MasterCard reserves the right to update or modify the Specifications at any time. Prior to making your website or other e-commerce Applications generally available for commercial use with the Services, you will test each to ensure that it operates properly with the Specifications. You will correct any material errors, defects or other non-compliance of which you become aware, including from review and test results provided by MasterCard. 5.2 Updates. MasterCard may make modifications, updates or upgrades to the Services, the MasterPass Materials (described in Section 9 below), or the Specifications. In such event, you will test and, if necessary, promptly modify your website or other e-commerce Applications, at your own expense, to ensure that it continues to operate properly with the then-current version of the Services. 5.3 Post-Back Requirements. You agree to implement checkout post-back expressly as described in the Specifications without modification and to apply it to every transaction initiated by MasterPass Online. 3

4 5.4 CVV2/CVC2/CID Requirements. In light of our validation of CVV2/CVC2/CID upon card registration, it would be duplicative for you to validate these values again at the conclusion of the checkout process and would undermine the value proposition of a MasterPass Connected Wallet. Therefore, you agree not require the consumer to enter CVV2/CVC2/CID in connection with a MasterPass Online transaction. 6. FEES. 6.1 Fees. At this time, there are no fees due to MasterCard for your use of the Services. 6.2 Merchant Not to Charge Fees. You may not charge a service or other fee to a consumer for the use of MasterPass Online, whether on a per transaction or other basis. 7. TERMINATION. 7.1 Your Rights. You may terminate these Merchant TOUs by closing your Merchant Account at any time. You may close your Merchant Account by contacting MasterPass Technical Support at or Suspension or Termination by MasterCard. MasterCard may terminate these Merchant TOUs and close your Merchant Account at any time, for any reason or for no reason, without any prior notice to you. Without limiting the foregoing, MasterCard may suspend the Services to your Merchant Account if (a) you have violated the terms of these Merchant TOUs (including any MasterCard policy), (b) you pose an unacceptable fraud risk to MasterCard, or (c) you provide false, incomplete, inaccurate, or misleading information (including, without limitation, any registration information) or otherwise engage in fraudulent or illegal conduct. 7.3 Effect of Termination. Without limiting Section 12 hereof, MasterCard will not be liable to you for any termination or suspension of the Services, including without limitation for compensation, reimbursement, or damages on account of the loss of prospective profits, anticipated sales, goodwill, or on account of expenditures, investments, or commitments in connection with your use of the Services. In addition to any provision that is reasonably necessary to accomplish or enforce the purpose of these Merchant TOUs, the following sections of these Merchant TOUs survive and remain in effect in accordance with their terms upon the termination of these Merchant TOUs: 7.3, 8, 9.3, 11.2, 12, 13 and PRIVACY; CONFIDENTIALITY. 8.1 General. You are fully responsible for the security of data on your website and your other e-commerce Applications used by you or otherwise in your possession or under your control, and any other means by which you access and use the Services. You agree to comply with all applicable laws and rules (including the MasterCard Rules) in connection with (i) your collection, use, security, storage and dissemination of any Personal Information (defined below) on or through your website and other e-commerce Applications, and (ii) your use, security, storage and dissemination of Personal Information that you receive from MasterCard. Personal Information means any information relating to an identified or identifiable individual, including, without limitation, name, address, , telephone number, business contact information, date of birth, identity card, passport number, Social Security Number, credit or debit card number, bank account number, and any other unique identifier or one or more factors specific to the individual s physical, physiological, mental, economic, cultural or social identity, and includes Payment Information. 8.2 PCI Compliance. You agree that at all times you shall be compliant with the Payment Card Industry Data Security Standards (PCI DSS) and the Payment Application Data Security Standards (PA DSS), as applicable. You agree to promptly provide MasterCard with documentation evidencing your compliance with PCI DSS and/or PA DSS if requested by MasterCard. You also agree that you will use only PCI compliant service providers in connection with the storage, or transmission of Card Data. Card Data means a cardholder s account number, expiration date, and CVV2 Data. CVV2 Data means the three or four digit number printed to right of the card number in the signature panel on the back of a payment card. (For American Express Cards it is on the front printed above the Card identification data.) You must not 4

5 store CVV2 Data at any time. 8.3 Data Usage Your Use: Unless you receive the express consent of the consumer, and are otherwise in compliance with law, you agree that you will not retain, track, monitor, store or otherwise use Personal Information regarding the consumer for any purpose other than to process the payment transaction facilitated by MasterPass Online. To the extent that Personal Information resides on your systems and other storage locations, it should do so only for the express purpose of processing your transactions. All Personal Information and other information provided to you by MasterCard in relationship to the Services will remain the property of MasterCard or each Network, as appropriate. If you engage a third-party developer and/or administrator in implementing and/or managing MasterPass Online on your website or other e-commerce Applications and, in connection therewith, obtain from MasterCard any Personal Information regarding such developer and/or administrator, unless you receive express consent from such developer and/or administrator and provide any notices required in connection with the use thereof, you may not use any such Personal Information other than for the purpose for which it was received. You shall cease to retain any Personal Information received from MasterCard, or remove the means by which the Personal Information can be associated with particular individuals as soon as it is reasonable to assume that the purpose for which the Personal Information was collected is no longer being served by the retention of the transferred Personal Information. You shall ensure that your employees, agents and sub-contractors who may receive or have access to the Personal Information are aware of the obligations specified under this Clause 8, and agree to comply with such obligations MasterCard s Use: MasterCard shall have the right (a) to use Personal Information it receives from you as necessary to perform the Services, including but not limited to sharing such Personal Information with the third parties that have a MasterPass-Connected Wallet; (b) to collect and process Personal Information, subject to applicable law to use internally for record keeping, internal reporting, analytics, fraud detection and support purposes; (c) to compile and disclose Personal Information, in the aggregate where your Personal Information is not identifiable, including calculating your averages by region or industry; (d) to provide Personal Information as required by law or court order, or to defend MasterCard s rights in a legal dispute; and (e) to use Personal Information it receives from you in any other manner contemplated by the MasterCard Rules, subject to applicable law. 8.4 Password Security. You agree to restrict use and access to your password and log-on ID for the Merchant Portal to your employees and agents as may be reasonably necessary, and will ensure that each such employee or agent complies with the terms of these Merchant TOUs, and you are responsible for all activities and conduct by you or anyone else related to your Merchant Account. You agree to notify MasterCard immediately of any unauthorized use of your Merchant Account or any other breach of security. MasterCard, its Affiliates, and its agents will not be liable for any loss or damages of any kind that may arise as a result of someone else using your password or Merchant Account, either with or without your knowledge; however, you may be held liable for any losses incurred by MasterCard or another party due to someone else using your Merchant Account or password. You will not give, transfer, assign, sell, resell or otherwise dispose of the information and materials provided to you to utilize the Services. You are solely responsible for maintaining adequate security and control of any and all IDs, passwords, or any other codes that are issued to you by MasterCard or any Network. 8.5 Audit. If MasterCard believes that a security breach or compromise of Personal Information has occurred, MasterCard may require you to have a third party auditor that is approved by MasterCard conduct a security audit of your systems and facilities and issue a report to be provided to MasterCard, as appropriate. In the event that you fail to initiate an audit within 10 business days of MasterCard's request, MasterCard may conduct or obtain such an audit at your expense. 8.6 Confidential Information. During the course of your use of the Services, you may receive information (whether written, oral, electronic, or otherwise) relating to MasterCard or to the Services that is not freely available to the general public ( Confidential Information ). You agree that: (a) all 5

6 Confidential Information will remain MasterCard's exclusive property; (b) you will use Confidential Information only as is necessary for your participation in the Services; and (c) you will not otherwise disclose Confidential Information to any individual, company, or other third party. 8.7 Privacy Policy. MasterCard recognizes the importance of respecting the privacy of those who visit its websites. The Privacy Notice posted on the Merchant Portal provides a description of how MasterCard collects, uses, shares and protects personal information on the Merchant Portal, as well as the choices and access rights you have in regard to such personal information. 9. LICENSE. 9.1 MasterPass Materials. Solely during the term of these Merchant TOUs, MasterCard grants to you a non-exclusive, non-transferable, non-sublicensable, royalty-free, revocable, worldwide license to use the MasterPass Materials and the Content (as defined below) only for your own internal business purposes and solely as necessary for your use of the Services in accordance with these Merchant TOUs. MasterPass Materials means any software (including without limitation developer tools, sample code, and software libraries), data, materials, and printed and electronic documentation (including the Specifications and any integration guides) (a) provided or made available by MasterCard or its Affiliates or any third party to you to view on or download from the Merchant Portal or via the MasterPass API, or (b) MasterCard s representatives in any manner. MasterPass Materials do not include any software, data or other materials specifically made available by MasterCard or its Affiliates under separate license terms. Content means text, formatting, look and feel (including without limitation the selection, coordination and arrangement of materials on the Merchant Portal), images, graphics, animation, tools, widgets, applications, commercials, videos, music, sounds, articles, copy, creative materials, Marks, and other materials and information on the Merchant Portal. You shall not, and shall not attempt to, directly or indirectly: (i) transfer, republish, redistribute, sublicense, loan, sell, assign, lease, rent, or act as a payment intermediary, aggregator or service bureau with respect to, or distribute or grant rights to any person or entity in, the Services or the MasterPass Materials; (ii) use the Services or MasterPass Materials to handle, process, or transmit funds for any third party; (iii) remove, obscure, or alter any notice of any Mark, or other intellectual property or proprietary right appearing on or contained within the Services or on any MasterPass Materials; (iv) modify, alter, tamper with, repair, or otherwise create derivative works of any of the MasterPass Materials or Content; (v) reverse engineer, disassemble, or decompile the MasterPass Materials or the Services or apply any other process or procedure in an attempt to derive the source code of any software included in the MasterPass Materials or as part of the Services; (vi) access or use the Services, MasterPass Materials or Content in any way that could or is intended to damage or impair the Services, MasterPass Materials or Content, or any server or network underlying the Services, or interfere with anyone else's use and enjoyment of the Services, MasterPass Materials or Content; (vii) use automated systems (e.g., robots, spiders, etc.) to access the Services, MasterPass Materials or Content; (viii) collect personally identifiable information of other users of the Services, MasterPass Materials or Content or to sell or otherwise exploit that information. 9.2 Marks. 6

7 9.2.1 MasterCard Marks. MasterPass, MasterPass Online, Buy with MasterPass, MasterPass Wallet, MasterPass Checkout Services, MasterPass Checkout Button, MasterPass Network, MasterPass API, MasterCard, MasterCard SecureCode and other related designs, graphics, logos, page headers, button icons, scripts, and service names are trademarks, registered trademarks or trade dress of MasterCard or its Affiliates in the U.S. and/or other countries (collectively, Marks ).During the term of these Merchant TOUs, MasterCard grants to you a non-exclusive, non-transferable, non-sublicensable, royalty-free, revocable, worldwide license to use the MasterPass logos, buttons and other Marks as designated by MasterCard solely (a) online to identify that MasterPass is available as a method of payment on your website or other e-commerce Application, and (b) in accordance with MasterCard s most up-todate MasterPass Branding Standards ( Branding Standards ) and such other documentation as MasterCard may provide from time to time. In marketing or referencing MasterPass, you will portray the Services accurately and fairly and not make any representations, warranties or guaranties inconsistent with any information provided by MasterCard. You shall promptly cease use of the MasterPass logos, MasterPass Checkout Button or other Marks if your use of the Services has been suspended or terminated. Except as expressly provided in MasterCard s Branding Standards or approved by MasterCard in writing, you may not use any of MasterCard s Marks in an offline promotion or other offline materials (e.g., in printed material, mailings or documentation) that you intend to distribute. You shall not use the Marks in connection with any product or service that is not MasterCard's, in any manner that is likely to cause confusion among consumers or in any manner that disparages or discredits MasterCard. All other trademarks not owned by MasterCard that appear on MasterPass Online, the MasterPass Wallet, the Merchant Portal, the MasterPass API or in connection with the Services are the property of their respective owners, which may or may not be affiliated with, connected to, or sponsored by MasterCard Merchant Marks. MasterCard may use your name, logo, service name or trademarks as designated by you ( Merchant Marks ) (i) as necessary to provide the Services in accordance with the Specifications and other MasterCard policies (including without limitation in co-branded web pages used to process orders), and (ii) to identify you as a participating merchant with MasterPass Online in a press release, descriptions of MasterPass Online and/or MasterPass Wallet Services and related promotional or marketing materials. 9.3 Ownership; Reservations. As between you and MasterCard, MasterCard owns all right, title and interest (including all intellectual property and proprietary rights) in and to the Services, the MasterPass Online Materials, the Content, and any other technology, software or Content that MasterCard provides or uses to provide or makes available through or in connection with the Services and the MasterPass Online Materials. Except for the limited use and access rights described in these Merchant TOUs, you do not, by virtue of these Merchant TOUs, acquire any ownership interest or rights in the Services, the MasterPass Materials, the Content, or such other technology, software or Content. 10. REGARDING YOUR USE OF THE MERCHANT PORTAL Copyright Complaints. In operating the Merchant Portal, MasterCard may act as a services provider (as defined by DMCA) and offer services as online provider of materials and links to third party web sites. As a result, third party materials that MasterCard does not own or control may be transmitted, stored, accessed or otherwise made available using the Merchant Portal. MasterCard has in place certain legally mandated procedures regarding allegations of copyright infringement occurring on the Merchant Portal and has adopted a policy that provides for the immediate removal of any content or the suspension of any user that is found to have infringed on the rights of MasterCard or of a third party, or that has otherwise violated any intellectual property laws or regulations, or these Merchant TOUs. If you believe any material available through the Merchant Portal infringes a copyright, you should notify MasterCard using the notice procedure for claimed infringement under the DMCA (17 U.S.C. Sect. 512(c)(2)). MasterCard will respond expeditiously to remove or disable access to the material claimed to be infringing and will follow the procedures specified in the DMCA to resolve the claim between the notifying party and the alleged infringer who provided the Content. You should address infringement notices under the DMCA to: Copyright Agent, 2000 Purchase Street, Purchase, NY 10577, Attn: Law Department or to copyrightagent@mastercard.com. 7

8 Please provide the following notice: 1. Identify the copyrighted work or other intellectual property that you claim has been infringed; 2. Identify the material on the Merchant Portal that you claim is infringing, with enough detail so that MasterCard may locate it on the Merchant Portal; 3. A statement by you that you have a good faith belief that the disputed use is not authorized by the copyright owner, its agent, or the law; 4. A statement by you declaring under penalty of perjury that (a) the above information in your notice is accurate, and (b) that you are the owner of the copyright interest involved or that you are authorized to act on behalf of that owner; 5. Your address, telephone number, and address; and 6. Your physical or electronic signature. MasterCard may give notice to its users of any infringement notice by means of a general notice on any of its websites, electronic mail to a user's address in its records, or by written communication sent by first-class mail to a user's physical address in its records. If you receive such an infringement notice, you may provide counter-notification in writing to the designated agent that includes the information below. To be effective, the counter-notification must be a written communication that includes the following: 1. Your physical or electronic signature; 2. Identification of the material that has been removed or to which access has been disabled, and the location at which the material appeared before it was removed or access to it was disabled; 3. A statement from you under the penalty of perjury, that you have a good faith belief that the material was removed or disabled as a result of a mistake or misidentification of the material to be removed or disabled; and 4. Your name, physical address and telephone number, and a statement that you consent to the jurisdiction of a Federal District Court for the judicial district in which your physical address is located, or if your physical address is outside of the United States, for any judicial district in which we may be found, and that you will accept service of process from the person who provided notification of allegedly infringing material or an agent of such person Submissions or Feedback. From time to time, we may ask you for your feedback on the Merchant Portal and products and/or services. Any communication or material you transmit or post will be (a) treated as non-confidential and non-proprietary by MasterCard, (b) become the property of MasterCard and MasterCard shall exclusively now and hereinafter own all rights, title and interest therein, and (c) used without restriction by MasterCard licensees and affiliates at its sole discretion without any obligation, compensation or other liability to you. Such use may be for any purpose whatsoever, including, but not limited to, reproduction, disclosure, transmission, publication, broadcast and posting whole or in part, in any medium and in any manner, now known or later developed, on the Merchant Portal or otherwise. MasterCard shall be under no obligation to respond to any such communication. Notwithstanding the foregoing, MasterCard maintains a policy of not accepting or considering any creative ideas, suggestions or materials from the public regarding its products and services ( Submissions ), and therefore, you should not make any Submissions to MasterCard in any communications through the Merchant Portal or otherwise. Nonetheless, if you do send us a Submission, despite our request not to do so, then such Submission shall immediately become the property of MasterCard and MasterCard shall exclusively now and hereinafter own all rights, title and interest therein. Furthermore, MasterCard shall be free to use any Submissions for any purpose whatsoever, including, but not limited to, developing and marketing products and services. MasterCard shall not be liable for such use or disclosure of such Submission or for any similarities in the Submission and any future MasterCard products and services Third Party Content and Links to Other Web Sites. The Merchant Portal may contain third party content and links to other web sites that are completely independent of the Merchant Portal. 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, 8

9 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. When you click on a third-party link, you will leave the Merchant Portal. Any personal information you submit on the resulting site will not be collected or controlled by MasterCard but will be subject to the privacy policy or terms of use of the resulting site. Please review the privacy policy and terms of use of the resulting site for more information on its privacy practices. MasterCard is not responsible for examining or evaluating, and we do not warrant the offerings of any third party content presented on the Merchant Portal. MasterCard does not assume any responsibility or liability for the actions or content of any of these or any other third parties. 11. REPRESENTATIONS AND WARRANTIES By You. You represent and warrant to MasterCard that: (a) you are eligible to register and use the Services and have the right, power, and ability to enter into and perform under these Merchant TOUs; (b) the name identified by you when you registered is your name or business name under which you sell goods and services; (c) you and all transactions initiated by you will comply with all federal, state, and local laws, rules, and regulations applicable to your business, including any applicable tax laws and regulations; (d) you will accurately describe your use of Personal Information and your use of the Services in your privacy policy; (e) you will provide all necessary notices to and obtain all necessary consents from consumers as required by law to transfer Personal Information to MasterCard for its use in connection with the Services pursuant to these TOUs; (f) your website and other e-commerce Applications do not facilitate transactions that are prohibited by MasterCard s Acceptable Use Policy; (g) you will not use the Services, directly or indirectly, for any fraudulent undertaking or in any manner so as to interfere with the use of the Services; (h) you will only use third-party developer and/or administrator Personal Information provided by MasterCard for purposes of integrating the Services as contemplated in these Merchant TOUs; and (i) your performance of your obligations hereunder will not violate or conflict with any other agreement to which you are a party Disclaimer. THE SERVICES ARE PROVIDED ON AN AS IS BASIS WITHOUT ANY WARRANTY WHATSOEVER. TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, MASTERCARD MAKES NO REPRESENTATIONS OR WARRANTIES OF ANY KIND, EXPRESS OR IMPLIED, REGARDING THE MASTERPASS MATERIALS, THE SERVICES OR ANY APPLICATION, INCLUDING WITHOUT LIMITATION: (A) ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, OR NON- INFRINGEMENT; (B) THAT THE MASTERPASS MATERIALS, THE SERVICES, OR ANY APPLICATION WILL MEET YOUR REQUIREMENTS, WILL ALWAYS BE AVAILABLE, ACCESSIBLE, UNINTERRUPTED, TIMELY, SECURE, FREE OF BUGS, VIRUSES, OPERATE WITHOUT ERROR OR OTHER DEFECTS, OR WILL CONTAIN ANY PARTICULAR FEATURES OR FUNCTIONALITY; OR (C) ANY IMPLIED WARRANTY ARISING FROM COURSE OF DEALING OR TRADE USAGE. 12. LIMITATION OF LIABILITY. TO THE EXTENT PERMITTED BY APPLICABLE LAW, MASTERCARD AND ITS AFFILIATES (AND MASTERCARD S AND ITS AFFILIATES RESPECTIVE EMPLOYEES, DIRECTORS, OFFICERS, SHAREHOLDERS, AGENTS AND REPRESENTATIVES) WILL NOT BE LIABLE TO YOU OR TO ANY THIRD PARTY FOR ANY INDIRECT, INCIDENTAL, PUNITIVE, OR CONSEQUENTIAL DAMAGES ARISING OUT OF OR IN CONNECTION WITH THESE MERCHANT TOUs, THE MASTERPASS MATERIALS, THE SERVICES (INCLUDING THE INABILITY TO USE THE SERVICES), ANY APPLICATION USING THE SERVICES, OR ANY SERVICES OR GOODS PURCHASED OR TRANSACTIONS ENTERED INTO THROUGH THE SERVICES. TO THE EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT WILL AGGREGATE LIABILITY OF MASTERCARD OR ITS AFFILIATES (AND MASTERCARD AND ITS 9

10 AFFILIATES RESPECTIVE EMPLOYEES, DIRECTORS, AGENTS AND REPRESENTATIVES) ARISING OUT OF OR IN CONNECTION WITH THESE MERCHANT TOUs OR THE TRANSACTIONS CONTEMPLATED HEREBY, WHETHER TO YOU OR TO ANY THIRD PARTY, AND WHETHER IN CONTRACT, TORT (INCLUDING NEGLIGENCE, PRODUCT LIABILITY OR OTHER THEORY) OR OTHERWISE EXCEED TWENTY-FIVE THOUSAND ($25,000) DOLLARS. 13. INDEMNITY. You will indemnify and hold harmless MasterCard and its Affiliates (and its and their respective employees, directors, officers, shareholders, agents and representatives) from and against any and all claims, costs, losses, damages, judgments, tax assessments, penalties, interest, and expenses (including without limitation reasonable attorneys' fees) arising out of any claim, action, audit, investigation, inquiry, or other proceeding instituted by a person or entity that arises out of or relates to: (a) any actual or alleged breach of your representations, warranties, or obligations set forth in these Merchant TOUs, including without limitation any violation of MasterCard s policies; (b) your wrongful or improper use of the Services; (c) the actions of any person (including any developer and/or administrator) or entity you authorize to integrate with or access the Services on your behalf; and (d) any payment card transaction initiated by you using Payment Information provided to you by the Services. 14. GENERAL PROVISIONS Electronic Notices and Your Consent. By registering for the Services and accepting the terms of these Merchant TOUs, you affirmatively consent to receive notices electronically from MasterCard (your Consent ). You agree that MasterCard may provide all communications and transactions related to the Services, including without limitation agreements related to the Services, amendments or changes to such agreements, disclosures, notices, policies (including without limitation notices about MasterCard s Privacy Notice), and other communications that MasterCard may be required to provide to you by law in electronic format (collectively, Communications ). All Communications by MasterCard will be sent either (a) via , or (b) by providing access to the Merchant Portal. All Communications will be deemed to be in writing and received by you when sent to you or when posted on the Merchant Portal, as applicable. You are responsible for creating and maintaining your own records of such Communications. MasterCard reserves the right to discontinue or modify how MasterCard provides Communications. MasterCard will give you prior notice of any change. Your continued Consent is required to use your Merchant Account. To withdraw your Consent, you will need to close your Merchant Account Requirements. To access, view, and retain Communications, you must have a computer with a JavaScript enabled Internet browser that supports 128-bit encryption (such as Microsoft Internet Explorer v7 or later) and access to an active account. You are responsible for any costs or fees associated with these requirements, including without limitation charges for telecommunications services. MasterCard will give you prior notice if MasterCard makes a change to the requirements for receiving Communications Updating Your Information. As with all information that you provide to MasterCard for your Merchant Account, it is your responsibility to ensure that your address is accurate and remains current. To ensure that MasterCard is able to provide you with important Communications, you must update MasterCard with any change in your address. The scope of this Consent applies to the address that MasterCard currently has on file for you Requesting Paper Copies. Communications will not be distributed in paper unless you contact MasterCard and request a paper version of a particular document. MasterCard reserves the right to charge you a handling fee for any notices that MasterCard physically mails to you at your request or because your address fails Inapplicability of Merchant T&Cs to any MasterCard Payment Card Cardholder Agreement. MasterCard is a leading payment services organization. MasterCard is not a financial institution and does 10

11 not issue credit, debit, check or payment cards of any type of nature. Any MasterCard-branded payment card relationship you may have is with an issuing bank or financial institution. Any and all questions or issues regarding any MasterCard-branded payment card or cardholder account should be directed to the bank or financial institution that issued the card, and not to MasterCard. While MasterCard has relationships with issuing banks and financial institutions, those relationships do not pertain to individual cardholders or payment card accounts Governing Law; Venue. These Merchant TOUs are governed by the laws of the State of New York without reference to any conflict of laws principles that would require the application of the laws of any other jurisdiction. The United Nations Convention on Contracts for the International Sale of Goods does not apply to these Merchant TOUs. Each party irrevocably consents to the personal jurisdiction of the state and federal courts located in New York County or Westchester County, New York, for any suit or action arising from or related to these Merchant TOUs, and waives any right such party may have to object to the venue of such courts. Each party further agrees that these courts will have exclusive jurisdiction over any such suit or action initiated by such party against the other party. THE PARTIES WAIVE ANY RIGHT TO A JURY TRIAL Assignment. You may not assign or transfer any rights, obligations, or privileges that you have under these Merchant TOUs without MasterCard s prior written consent. Subject to the foregoing, these Merchant TOUs will be binding on each party's successors and permitted assigns. Any assignment or transfer in violation of this section will be deemed null and void Publicity. Except as expressly provided in these Merchant TOUs, you may not issue any press release or make any public statement related to the Services, or use any Marks in any way (including in promotional material) without MasterCard s advance written permission, or misrepresent or embellish the relationship between us in any way Export Controls. Company will not export, directly or indirectly, the Services, MasterPass Materials, and/or any other MasterCard intellectual property to any country for which the U.S. Government or any agency thereof at the time of export requires an export license or other U.S. Government approval, without first obtaining such license or approval. Company acknowledges that it bears responsibility for obtaining any such required license or approval No Waiver. MasterCard will not be considered to have waived any of its rights or remedies, or portion of them, unless the waiver is in writing and signed by MasterCard. MasterCard s failure to enforce the strict performance of any provision of these Merchant TOUs (including any MasterCard policy) will not constitute a waiver of MasterCard s right to subsequently enforce such provision or any other provisions of these Merchant TOUs (including any MasterCard policy) No Agency. Nothing in these Merchant TOUs is intended to or creates any type of joint venture, employee-employer, creditor-debtor, escrow, partnership, or any fiduciary relationship between you, MasterCard or its Affiliates Severability. If any portion of these Merchant TOUs is held by a court of competent jurisdiction to be invalid or unenforceable, the remaining portions of these Merchant TOUs will remain in full force and effect and, upon MasterCard s request, the court will construe any invalid or unenforceable portions in a manner that most closely reflects the effect and intent of the original language. If such construction is not possible, the provision will be severed from these Merchant TOUs and the rest of these Merchant TOUs remains in full force and effect Entire Agreement. The MasterCard Agreements constitute the entire agreement of the parties with respect to the subject matter of these MasterCard Agreements, and supersede and cancel all prior and/or contemporaneous agreements, claims, representations, and understandings of the parties in connection with the subject matter of these MasterCard Agreements. Except as expressly provided above, no modification or amendment of these MasterCard Agreements will be binding on MasterCard unless set forth in a writing 11

12 signed by MasterCard. [Rest of Page Intentionally Blank End of Document] 12