Last Updated: 03/05/2024
1. Use of the Services
2. Account Creation & Wallet
3. Account Security
4. Mastercard NFT Site Privacy Information
5. Digital Collectibles (a/k/a NFTs)
6. Right to Use the Mastercard NFT Site Content
7. Changes to the Mastercard NFT Site and Terms of Use
8. Intellectual Property Rights
9. Copyright Complaints
10. User Submissions and Conduct
11. Ownership and Use of User Submissions
12. Submissions or Feedback
13. License and Mastercard NFT Site Access
14. Third-Party Content and Links to Other Web Sites
15. Account Suspensions and Terminations
16. Rules of Conduct
17. Indemnification
18. Disclaimer of Warranties
19. International Use
20. Disclaimer of Damages and Limitation of Liability
21. Miscellaneous
22. Definitions
Mastercard Connect.Priceless.com Platform & NFT Terms
Mastercard International Incorporated ("Mastercard" or "We") provides to you connect.priceless.com (the "Mastercard NFT Site") for your personal informational, educational and entertainment use. Please feel free to browse, download from, and otherwise use the Mastercard NFT Site. By accessing and using the Mastercard NFT Site, including but not limited to, claiming and utilizing any non-fungible token made available through the Mastercard NFT Site (“NFT” as further defined below), you accept and agree to the following terms of use ("Terms of Use") without limitation or qualification. If you do not agree with these Terms of Use, please do not use the Mastercard NFT Site.
The Mastercard NFT Site is your portal to NFTs offered by Mastercard in connection with any offers, promotions and campaigns. The Mastercard NFT Site allows you to claim an NFT which will represent a digital collectible, but may also allow you to access an invite or unlock other features associated with the NFT. The NFTs you mint through the Mastercard NFT Site belong to you (on the terms described below), but the content associated with those NFTs belong to us and is licensed to you (on the terms set forth below). Your NFT cannot be sold, but may be transferable if the terms and conditions of the specific NFT offer (the “NFT Terms”) permit transferability.
1. Use of the Services
All aspects of the Mastercard NFT Site, including, but not limited to any NFTs (collectively, the “Services”), are offered and made available only to users eighteen (18) years of age or older (“Users”). If your use of the Mastercard NFT Site or any aspect thereof is prohibited or restricted in any way by the laws, regulations, rules or other governmental requirements of the jurisdiction from which you access the Mastercard NFT Site or in which you live or reside, or if, for any reason and at any time, you do not agree with all of the terms and conditions contained in these terms, please discontinue using the Mastercard NFT Site immediately.
BY ACCESSING THE Mastercard NFT Site: YOU CERTIFY THAT YOU ARE AT LEAST EIGHTEEN (18) YEARS OF AGE AND YOU UNDERSTAND, ACKNOWLEDGE AND AGREE TO BE BOUND BY THESE TERMS OF USE. YOUR REMEDY FOR DISSATISFACTION WITH THE Mastercard NFT Site, OR ANY SERVICES, IS TO STOP USING THE Mastercard NFT Site and any associated aspects. YOUR AGREEMENT WITH US REGARDING COMPLIANCE WITH THESE TERMS BECOMES EFFECTIVE IMMEDIATELY UPON ACCESSING THE Mastercard NFT Site.
IF YOU ARE AN INDIVIDUAL ACCESSING OR USING THE MASTERCARD NFT SITE ON BEHALF OF, OR FOR THE BENEFIT OF, ANY CORPORATION, PARTNERSHIP OR OTHER ENTITY WITH WHICH YOU ARE ASSOCIATED (AN “ORGANIZATION”), THEN YOU ARE AGREEING TO THESE TERMS ON BEHALF OF YOURSELF AND SUCH ORGANIZATION, AND YOU REPRESENT AND WARRANT THAT YOU HAVE THE LEGAL AUTHORITY TO BIND SUCH ORGANIZATION TO THESE TERMS. References to “you” and “your” in these terms will refer to both the individual using the Mastercard NFT Site and to any such Organization.
2. Account Creation & Wallet
You must have a MoonPay Wallet to register with the Mastercard NFT Site; while you may be able to transfer an NFT to another wallet if permitted by the NFT Terms, the MoonPay Wallet is the only wallet that can be used to claim NFTs on the Mastercard NFT Site. Creation and use of your User Account and MoonPay Wallet are governed by the MoonPay Terms of Use. Mastercard hereby disclaims all liability resulting from the creation and use of your User Account and MoonPay Wallet and does not have any means to access or exert any form of control over any MoonPay Wallet and associated User Account. The terms and conditions governing your use of the MoonPay Wallet and User Account are located
.
3. Account Security
You understand and agree that the MoonPay Wallet is a non-custodial wallet.
In order to create a MoonPay Wallet, you may be required to provide additional information including your phone number or email, and a one-time password (“OTP”). You agree not to provide another person's phone number or email address. This MoonPay Wallet will be linked to your MoonPay account and is controlled by you.
You as the user retain control of your MoonPay Wallet and private key (which is evidence of your ownership) at all times.
You are solely responsible for maintaining the security of your private keys and your MoonPay Wallet. You acknowledge and agree, without prejudice to any other terms set forth in MoonPay’s terms of use, that you bear all of the risk of any loss of access to your MoonPay Wallet and any Digital Asset contained in your MoonPay Wallet. You are solely responsible for any and all transfer initiations that are initiated through your MoonPay Wallet and we make no, and hereby disclaim all, representations, warranties, claims and assurances as to any transfer initiations. If you lose your private key to your MoonPay Wallet, you may lose access to your MoonPay Wallet and any Digital Assets contained in your MoonPay Wallet.
For further information regarding the security of your User Account, please visit
.
The information you provide to create a MoonPay wallet will be governed by MoonPay’s Privacy Policy located at
.
4. Mastercard NFT Site Privacy Information
Mastercard recognizes the importance of respecting the privacy of those who visit and choose to take advantage of the programs and information offered on our websites. The Mastercard NFT Site Privacy Notice provides an overview of what you can expect when you browse this Mastercard NFT Site. Different privacy notices may be applicable to certain country-specific versions of the Mastercard NFT Site. Please see the Mastercard NFT Site Privacy Notice link at the bottom of the local version of the Mastercard NFT Site you are accessing for the applicable Privacy Notice.
5. Digital Collectibles (a/k/a NFTs)
The Mastercard NFT Site uses distributed ledger technology to mint non-fungible tokens (“NFTs”) on a blockchain. The NFTs made available on the Mastercard NFT Site are minted on a blockchain technology, resulting in a natively digital, cryptographic token, each of which represents something unique. These NFTs cannot be altered once created and are not mutually interchangeable like other types of crypto tokens (e.g., cryptocurrencies). While NFTs may have a range of uses and functionalities, the NFTs made available on this Mastercard NFT Site are not able to be used as a form of payment or to hold an interest in a common enterprise. Rather, the NFTs made available on the Mastercard NFT Site are designed and intended only to be enjoyed as digital collectibles or in some cases “passes” that unlock certain access to events or other forms of utility. Accordingly, each NFT made available on the Mastercard NFT Site has its own unique “immutable data” such as a unique serial number and other information which can never be changed. These design features intentionally limit the use of NFTs as a form of payment or substitute for currency. Each NFT is not “Content” (as defined below) and belongs only to the User who claims it and constitutes that User’s property provided you grant to Mastercard the license set forth herein.
Subject to your complete and ongoing compliance with these Terms of Use, Mastercard grants you, solely for your personal, non-commercial use, a limited, non-exclusive, non-transferable, non-sublicensable, revocable license to display any art, design, product design, trademark, logo, animation, video, drawings and/or other digital content represented or expressed in a NFT that you own (i) for your own personal, non-commercial use (for example home display, display in a virtual gallery or as an avatar); or (ii) as part of a third party website or application that permits the inclusion, involvement, or participation of the NFTs, provided that the website/application cryptographically verifies each owner’s rights to display digital content for the NFT to ensure that only the actual owner can display such digital content, and provided that the digital content is no longer visible once the owner of the NFT leaves the website/application. If the NFT Terms for a NFT you own conflict with the foregoing license, the NFT Terms will control.
YOU REPRESENT AND ACKNOWLEDGE THAT YOU ARE COLLECTING (AND WHERE PERMISSIBLE, TRANSFERRING) NFTs SOLELY FOR YOUR OWN OR THE TRANSFEREE’S (WHERE PERMISSIBLE) COLLECTION, USE AND ENJOYMENT, AND NOT FOR SPECULATIVE OR INVESTMENT PURPOSES, FOR USE AS A SUBSTITUTE FOR CURRENCY OR MEDIUM OF EXCHANGE, RESALE OR REDISTRIBUTION AND THAT YOU OR ANY PERMISSIBLE TRANSFEREE ARE NOT ACQUIRING ANY EQUITY OR OTHER OWNERSHIP OR PROFIT-SHARING INTEREST IN MASTERCARD, ITS AFFILIATES OR ANY BRAND AS A RESULT OF THE ACQUISITION OF AN NFT.
It is your responsibility to ascertain and obey all applicable local, state, federal and international laws (including minimum age requirements) in regard to the possession or use of any NFT purchased through the Service.
YOU WARRANT AND COVENANT THAT YOU WILL NOT, AND WILL NOT ENCOURAGE ANY OTHER PARTY TO, SELL, OFFER FOR SALE, OR OTHERWISE TRANSFER AN NFT OFFERED ON THIS Mastercard NFT SiteFOR MONEY, SERVICES OR ANYTHING OF VALUE OR SELL OR OFFER FOR SALE ANY NFT ON ANY TRADING OR OTHER PLATFORM OTHER THAN THIS MASTERCARD NFT SITE, PORTRAY ANY SUCH NFTs AS AN OPPORTUNITY TO GAIN AN ECONOMIC BENEFIT OR PROFIT, OR AS AN INVESTMENT, EQUITY, OR ANY OTHER OWNERSHIP OR PROFIT-SHARING INTEREST IN MASTERCARD, ITS AFFILIATES OR ANY BRANDS.
YOU REPRESENT AND ACKNOWLEDGE THAT CHANGES IN APPLICABLE LAWS AT THE STATE, FEDERAL OR INTERNATIONAL LEVEL MAY ADVERSELY AFFECT THE USE, TRANSFER OR EXCHANGE OF NFTs.
THE TRANSFER (UNLESS OTHERWISE PERMITTED BY THE SPECIFIC TERMS AND CONDITIONS GOVERNING THE NFT), SALE OR OFFERING OF NFTs IS PROHIBITED BY THESE TERMS. ANY TRANSFER, ACQUISITION, PURCHASE OR SALE YOU MAKE, ACCEPT OR FACILITATE IN VIOLATION OF THESE TERMS WILL BE ENTIRELY AT YOUR RISK. WE DO NOT CONTROL OR ENDORSE PURCHASES OR SALES OF SUCH NFTS AND ANY TRANSFER OF NFTS WHERE PROHIBITED. WE EXPRESSLY DENY ANY OBLIGATION TO INDEMNIFY YOU OR HOLD YOU HARMLESS FOR ANY LOSSES YOU MAY INCUR BY TRANSACTING, OR FACILITATING TRANSACTIONS, IN NFTS OUTSIDE OF THIS MASTERCARD NFT SITE.
6. Right to Use the Mastercard NFT Site Content
Excluding your NFTs, which you will own on the terms set forth herein, we are granting you a limited, non-exclusive, revocable license for you to view, share, print or download any Content, as defined below, from the Mastercard NFT Site for your own personal use. You are not granted the right to license, republish, distribute, copy, assign, sublicense, transfer, sell, prepare derivative works or other non-personal use of any Content on the Mastercard NFT Site. No part of any Content may be reproduced in any form or incorporated into any information retrieval system, electronic or mechanical, other than for your personal use. You may not access or use the Mastercard NFT Site in any way that could or is intended to damage or impair the Mastercard NFT Site, or any server or network underlying the Mastercard NFT Site, or interfere with anyone else's use and enjoyment of the Mastercard NFT Site.
You may not use automated systems (e.g., robots, spiders, etc.) to access the Mastercard NFT Site. You agree not to collect personally identifiable information of other users of the Mastercard NFT Site or to sell or otherwise exploit that information.Except for the limited rights expressly granted herein, all right, title and interest in and to the Mastercard NFT Site and all Content contained therein are reserved and owned by Mastercard.
MASTERCARD RETAINS THE RIGHT TO DENY ACCESS TO THIS Mastercard NFT SITE TO ANYONE WITHOUT NOTICE AT ITS COMPLETE DISCRETION FOR ANY REASON, INCLUDING FOR VIOLATION OF ANY OF THESE TERMS OF USE, INCLUDING ANY USE RIGHTS.
7. Changes to the Mastercard NFT Site and Terms of Use
Mastercard reserves the right to change or modify any Content, materials or information appearing on or in connection with the Mastercard NFT Site, including these Terms of Use, at any time without notice to you. Mastercard may at any time revise these Terms of Use by updating this posting. You are bound by such revisions and should therefore visit these pages to review the current terms from time to time.
8. Intellectual Property Rights
The Content is protected by applicable intellectual property laws and all Content is owned by Mastercard or used by Mastercard under a license or with permission. All text, formatting (including without limitation the selection, coordination and arrangement of materials on the Mastercard NFT Site, and the images, graphics, animation, tools, widgets, applications, commercials, videos, music, sounds, articles, copy, creative materials, photos, trademarks, service marks, trade names, and logos, and other materials and information on this Mastercard NFT Site are subject to the intellectual property rights of Mastercard, its subsidiaries and affiliates, and their respective licensors and licensees (collectively "Content"). These materials may not be copied, reverse engineered, decompiled, disassembled, modified, reposted to other web sites, framed, deep linked to, changed, or otherwise distributed, redistributed, licensed, sublicensed or transferred in any form by you. Nothing contained on the Mastercard NFT Site shall be construed as granting, by implication, estoppel or otherwise, any license or right to make commercial use of any Mastercard trademark, intellectual property right or copyrighted material without Mastercard's prior written permission. The trademarks, logos, trade names and service marks, whether registered or unregistered (collectively the "Trademarks") displayed on the Mastercard NFT Site are Trademarks of Mastercard and its promotional and other partners, as applicable. Nothing contained on the Mastercard NFT Site should be construed as granting by implication or otherwise, any license or right to use any Trademark displayed on the Mastercard NFT Site without the written permission of Mastercard or such third party that may own the Trademark.
Any unauthorized commercial use of these materials will violate Mastercard's intellectual property rights and will be subject to Mastercard's full legal rights and remedies.
9. Copyright Complaints
In operating the Mastercard NFT Site, 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 Mastercard NFT Site. Mastercard has in place certain legally mandated procedures regarding allegations of copyright infringement occurring on the Mastercard NFT Site 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 this Agreement. If you believe any material available through the Mastercard NFT Site 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, Mastercard, 2000 Purchase Street, Purchase, NY 10577, Attn: Law Department or to [email protected].
Please provide the following notice:
- Identify the copyrighted work or other intellectual property that you claim has been infringed;
- Identify the material on the Mastercard NFT Site that you claim is infringing, with enough detail so that Mastercard may locate it on the Mastercard NFT Site;
- 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;
- 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;
- Your address, telephone number, and email address; and
- Your physical or electronic signature
Mastercard may give notice to its Users of any infringement notice by means of a general notice on the Mastercard NFT Site, electronic mail to a user's e-mail 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:
- Your physical or electronic signature;
- 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;
- 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
- 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.
Mastercard’s policy is to: (a) remove or disable access to material that Mastercard believes in good faith, upon notice from an intellectual property rights owner or authorized agent, is infringing the intellectual property rights of a third party by being made available through the Mastercard NFT Site; and (b) in appropriate circumstances, to terminate the accounts of and block access to the Mastercard NFT Site by any user who repeatedly or egregiously infringes other people’s copyright or other intellectual property rights. Mastercard will terminate the accounts of users that are determined by Mastercard to be repeat infringers. Mastercard reserves the right, however, to suspend or terminate accounts of users in our sole discretion.
The Copyright Act provides at 17 U.S.C. § 512(f) that: “[a]ny person who knowingly materially misrepresents under Section 512 of the Copyright Act (17 U.S.C. § 512) (1) that material or activity is infringing, or (2) that material or activity was removed or disabled by mistake or misidentification, will be liable for any damages, including costs and attorneys’ fees, incurred by the alleged infringer, by any copyright owner or copyright owner’s authorized licensee, or by a service provider, who is injured by such misrepresentation, as the result of Mastercard relying upon such misrepresentation in removing or disabling access to the material or activity claimed to be infringing, or in replacing the removed material or ceasing to disable access to it.” Mastercard reserves the right to seek damages from any party that submits a notification of claimed infringement or counter notification in violation of the law.
10. User Submissions and Conduct
As a user of the Mastercard NFT Site you may submit your content, including but not limited to, your comments, which may consist of textual content and potentially photos, videos, images audio files, other types of content and links to such content if allowed by the Mastercard NFT Site (collectively referred to as "User Submissions"). You will be solely responsible for your own User Submissions and the consequences of posting or publishing them. In connection with User Submissions, you affirm, represent, and/or warrant that: the User Submission is your property and/or your original work and that you own or have the necessary licenses, rights, consents, and permissions to use and authorize Mastercard to use any and all User Submissions in any and all media now known or hereinafter invented without territorial or time limitations and without compensation, and have all necessary consents to collect, use and disclose any personally identifiable information, images or likeness contained or displayed in any and all User Submissions to enable inclusion and use of the User Submissions in the manner contemplated by the Mastercard NFT Site and these terms. You agree that you will not submit as part of any User Submission any material that is copyrighted, protected by trade secret or otherwise subject to third party proprietary rights, including privacy and publicity rights, unless you are the owner of such rights or have permission from their rightful owner and the necessary consents from any individuals whose personally identifiable information is contained in such material to post the material and to grant Mastercard all of the license rights granted herein. Furthermore, you warrant and represent that you will disclose the existence of any patent registrations or pending applications held by you which relate in any way to your User Submission.
You acknowledge and agree that no confidential relationship or obligation of secrecy or confidentiality is established between you and Mastercard regarding the User Submission, despite any statement or legend to the contrary on the User Submission and any related materials.
11. Ownership and Use of User Submissions
By making a User Submission, you understand that you are granting Mastercard a worldwide, perpetual, royalty-free, fully-paid, irrevocable, sublicensable, transferrable, non-exclusive license in and to the User Submission (including under copyright, patent, and trademark law), including the right to edit, change, and create derivative works, and any concepts or ideas contained in the User Submission, including the documents, artwork, statements, drawings, outlines, proofs, displays, photographs, footage, outtakes, musical scores, audio and video footage, discs, whether in print or electronic form, produced or created by you as part of the User Submission. The license you are granting to Mastercard includes the right of Mastercard and its designees to reproduce the User Submission, prepare other works using the User Submission, combine your User Submission with other works, and alter, translate, distribute copies, display, perform, license and apply for copyright registration of the transformed User Submission in the name of Mastercard throughout the world in perpetuity in any media that now exists or may exist in the future. For example, the above grant permits Mastercard and its designees to use only certain portions of your User Submission, rerecord or modify any audio tracks or visual images you provide, rewrite the User Submission, and/or incorporate other materials, either created by Mastercard or licensed from others, with your Submission. If we create other works using the User Submission, those works will be owned by us and may be used in accordance with these guidelines, and shall not be subject to your approval.
By making a User Submission, you are waiving and agreeing not to assert any copyrights or "moral" rights or claim resulting from our alteration of the Submission or any photograph(s), footage, illustrations, statements or other work contained in the Submission. You are also agreeing to appoint Mastercard as your irrevocable attorney-in-fact with respect to the User Submission, with the right to execute and deliver any documents, in your name and on your behalf, to ensure that Mastercard can use the User Submission that you are licensing in any way Mastercard sees fit to own and protect the rights in any derivative works created from your User Submission, and to have the User Submission removed from any other website or forum.
Upon request of Mastercard, you shall execute and deliver such additional instrument of license and such other documents, and take such other actions, as may be solely deemed by Mastercard, reasonably necessary to establish Mastercard's ability to use the User Submission as it sees fit and that "Moral Rights of Authors" are waived under these Terms and Conditions. Should Mastercard fail to request the said license instrument as stated, that shall not be deemed a waiver of Mastercard's rights and Mastercard may at a later time request the instrument.
12. Submissions or Feedback
From time to time, we may ask that you for your feedback on the Mastercard NFT Site 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 this Mastercard NFT Site or otherwise. And 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 this Mastercard NFT Site 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.
13. License and Mastercard NFT Site Access
Subject to your compliance with these terms, and solely for so long as you are permitted by Mastercard to use the Mastercard NFT Site, we hereby permit you, on a limited, non-exclusive, revocable, non-transferable, non-sublicensable basis, to utilize the Mastercard NFT Site and associated NFTs solely for your personal, non-commercial use. If you fail to comply with any aspect of these terms, you must immediately cease using the Mastercard NFT Siteand Mastercard may, at its sole and absolute discretion, revoke all access to the Mastercard NFT Site and NFT (if and as applicable).
As an express condition of your use of the Mastercard NFT Site, you covenant to us that (i) you shall not use the Mastercard NFT Site for any fraudulent or unlawful purpose or purpose prohibited by these terms or the laws or regulations in the jurisdiction in which you live or reside or where you may engage in any activity associated with the Mastercard NFT Site and (ii) your ownership and use of an NFT will comply with all applicable laws and regulations. Unlawful purposes include, but are not limited to, engaging or assisting in (i) money laundering or terrorist financing, (iii) activities that violate a sanctions program, such as U.S. Department of Treasury’s Office of Foreign Assets Control (“OFAC”) sanctions requirements, (iii) fraudulent conduct, and (iv) illegal offerings of securities. Any violation of any of the above representations and warranties, including use in contravention of these terms, may subject you to civil liability, criminal prosecution, termination of your User Account and all associated benefits as provided herein. If you violate any part of these terms, then your license to use the Mastercard NFT Site and/or associated NFTs may be terminated by Mastercard in its sole and absolute discretion. Mastercard makes no representation that any Services are legal or appropriate for use outside of the Territory or that any Services may be exported from the Territory or for import into any foreign country. You are solely responsible for complying with all import and export laws and regulations and all applicable laws of any jurisdiction inside and outside of the Territory from which you may access the Mastercard NFT Site. For purposes of these Terms, “Territory” means worldwide, excluding the locations listed here.
14. Third-Party Content and Links to Other Web Sites
The Mastercard NFT Site contains third party content and links to other web sites that are completely independent of this Mastercard NFT Site. Mastercard is not responsible for the accuracy, completeness, or reliability of third-party information, or the products or services offered or sold through any linked website, 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 Mastercard NFT Site. Any personal information you submit on the resulting site will not be collected or controlled by Mastercard but will be subject to the privacy notice 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.
15. Account Suspensions and Terminations
In the event that a User is deemed by Mastercard in its reasonable discretion to be or have been non-compliant with any of the terms of these terms, Mastercard may terminate or suspend such User’s User Account.
If we terminate a User Account, we will permanently close such User Account. If you are a User and your User Account is terminated, you acknowledge that you may lose your ability to access the NFTs associated with such Account and any associated benefits.If your User Account is terminated or suspended by Mastercard, you agree to cease all access to or use of the Mastercard NFT Site.
16. Rules of Conduct
Your use of the Mastercard NFT Site is subject to all applicable local, state, national laws, rules, and regulations and, in some cases, international treaties. You are solely responsible for your use of the Mastercard NFT Site and/or any content you post and/or control through and/or on any third-party social media sites, and all other activities, acts and omissions that occur in, from, through or under your Account. You agree to abide by these “Rules of Conduct.”
- You shall not use, allow, post, chat, encourage or enable others to use, allow, post, chat, or knowingly condone the use of the Mastercard NFT Site in any manner that is, attempts to, or is likely to: be libelous, threatening, abusive, harassing, deceptive, offensive, profane, obscene, vulgar, contain or depict nudity, contain or depict sexual activity, invasive of another’s privacy, tortious, defamatory, bullying, or harmful in any way that is deemed unlawful or restricted by law;
- Use the Mastercard NFT Site in any manner that could interfere with, disrupt, or inhibit others from fully enjoying the Mastercard NFT Site, or that could damage, disable, overburden or impair the functioning of the Mastercard NFT Site in any manner;
- Send junk email chain letters, duplicative or unsolicited messages or transmissions deemed “spamming” or “phishing;”transmit, distribute or upload programs or material that contain malicious code, such as viruses, time bombs, cancel-bots, worms, Trojan horses, spyware, or other potentially harmful programs or other material or information;
- Use any deep-link, page-scrape, robot, crawl, index, spider, offline reader, macro programs, internet agent, or other automatic device, program, algorithm or methodology which does the same thing, to use, access, generate impressions, input information, or generate postings on social media sites;
- Forge any TCP/IP packet header or part of the header information in any email or message, forum, tweet, comment or other social media posting for any reason or otherwise provide false or misleading information to Mastercard;
- Use the Mastercard NFT Site for any illegal, fraudulent, tortious, unauthorized, or otherwise unlawful purpose, or engage in, encourage or promote any activity that violates these Terms of Use or violates any laws, regulations (including, without limitation, laws regarding the transmission of technical data or software exported from the United States of America), judicial or governmental order, any treaties or violations or infringements upon any intellectual property rights, rights of publicity or privacy, or any other rights of Mastercard, Brands, Affiliates or of any other person, firm or enterprise or to use the Mastercard NFT Site to carry out any illegal activities;
- Gain unauthorized access to the Mastercard NFT Site or parts of the Mastercard NFT Site not authorized for your use or attempt to use another’s Account without proper authorization, or to use the Mastercard NFT Site in any manner which violates or is inconsistent with the terms and conditions of these terms;
- Harvest or collect information about users of the Mastercard NFT Site;
- Reproduce, adapt, translate, create derivative works of, sell, rent, lease, loan, timeshare, distribute or otherwise exploit any portion of (or any use of) the Mastercard NFT Site except as expressly authorized herein, without Mastercard’s express prior written consent;
- Remove any copyright, trademark or other proprietary rights notice from the Mastercard NFT Site;
- Frame or mirror any portion of the Mastercard NFT Site, or otherwise incorporate any portion of the Mastercard NFT Site into any product or service, without Mastercard’s express prior written consent;
- Systematically download and store materials or content from the Mastercard NFT Site; or modify, disrupt, impair, alter or interfere with the use, features, functions, operation or maintenance of the Mastercard NFT Site or reverse engineer, disassemble or decompile any aspect of the Mastercard NFT Site, or do anything that might discover source code or bypass or circumvent measures employed to prevent or limit access to any content, area or code of the Mastercard NFT Site; and
- Use the Mastercard NFT Site in any manner designed to circumvent account limitations or restrictions, including but not limited to:
- Create User Accounts by automated means or under false or fraudulent pretenses;
- Use or attempt to use another User’s User Account without authorization from such User;
- Pose as another person or entity;
- Access the Mastercard NFT Site from a different email address if we’ve blocked any of your other email addresses from accessing the Mastercard NFT Site, unless you have our written permission first;
- Use, operate, or create a computer program to simulate the human behavior of a User;
- Use the Mastercard NFT Site – including through any software or interacting with any API – that could damage, disable, overburden, or impair the functioning of the Mastercard NFT Site in any manner;
- Use the Mastercard NFT Site to engage in price manipulation, fraud, or other deceptive, misleading, or manipulative activity; and
- Use the Mastercard NFT Site in any manner that could interfere with, disrupt, negatively affect or inhibit other users from fully enjoying the Service.
Any reported offensive content is subject to being removed from the Mastercard NFT Site and the User creating such content may be prohibited from further accessing the Mastercard NFT Site through termination of their User Account or otherwise.
17. Indemnification
You agree to indemnify, defend and hold Mastercard and its business partners, staff and affiliates harmless from any liability, loss, claim and expense, including reasonable attorneys' fees and expenses, related to either your violation of these terms or your use of the Mastercard NFT Site. You will indemnify and hold Mastercard harmless from and against any claim, suit or proceeding brought against Mastercard arising from or in connection with violations of copyright or other intellectual property or other rights of third parties contained in your User Submissions and/or any other violation of law or breach of contract obligations relating to the User Submissions. You will indemnify and hold Mastercard harmless from and against any claims, damages and costs resulting directly or indirectly from the use, disposition, reproduction, publication or public communication of the User Submission. You will indemnify and hold Mastercard harmless from and against any claim, suit or proceeding brought against Mastercard arising from or in connection with any unauthorized sale, offer for sale, transfer, attempt to transfer, or any other unauthorized transaction involving any NFT made available through the Mastercard NFT Site.
18. Disclaimer of Warranties
While Mastercard will use reasonable efforts to ensure that all material on this Mastercard NFT Site is correct; however, accuracy cannot be guaranteed and Mastercard does not assume any responsibility or liability for the accuracy, completeness or authenticity of any information contained in this Mastercard NFT Site.
THE MASTERCARD NFT SITE AND ALL CONTENT CONTAINED HEREIN ARE PROVIDED TO YOU "AS IS," AND "AS AVAILABLE," AND ALL WARRANTIES, EXPRESS OR IMPLIED, ARE HEREBY DISCLAIMED, INCLUDING ANY WARRANTY OF MERCHANTABILITY, TITLE/NONINFRINGEMENT, QUALITY OF INFORMATION, OR FITNESS FOR A PARTICULAR PURPOSE. NO INFORMATION OBTAINED BY YOU FROM MASTERCARD THROUGH THE Mastercard NFT Site SHALL CREATE ANY WARRANTY NOT EXPRESSLY STATED HEREIN. WITHOUT LIMITATION, MASTERCARD DISCLAIMS ALL WARRANTIES REGARDING THE AVAILABILITY OF THE Mastercard NFT Site, THAT THE MASTERCARD NFT SITE WILL OPERATE ERROR-FREE, THAT DEFECTS WILL BE CORRECTED OR THAT THE MASTERCARD NFT SITE IS FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS. YOUR USE OF THIS MASTERCARD NFT SITE IS AT YOUR OWN RISK, ANY CONTENT DOWNLOADED OR OTHERWISE OBTAINED THROUGH THIS MASTERCARD NFT SITE IS PROVIDED AT YOUR OWN RISK, AND YOU ARE SOLELY RESPONSIBLE FOR ANY DAMAGE TO YOUR COMPUTER SYSTEM OR ANY DATA LOSS THAT MAY RESULT FROM YOUR USE OF THE Mastercard NFT Site, INCLUDING WITHOUT LIMITATION, DAMAGE RESULTING FROM COMPUTER VIRUSES. PLEASE NOTE THAT SOME JURISDICTIONS MAY NOT ALLOW THE EXCLUSION OF IMPLIED WARRANTIES, SO SOME OF THE ABOVE EXCLUSIONS MAY NOT APPLY TO YOU.
19. International Use
The Mastercard NFT Site is controlled or operated (or both) from the United States and is not intended to subject Mastercard to any non-U.S. jurisdiction or law. Although the Mastercard NFT Site may be accessible worldwide, the Mastercard NFT Site may not be appropriate or available for use in some non-U.S. jurisdictions, and we make no representation that materials thereon are lawful, appropriate or available for use in locations outside the Territory and accessing them from territories where its content or your participation on the Mastercard NFT Site is illegal is strictly prohibited. Those who choose to access the Mastercard NFT Site from other locations outside the Territory do so on their own risk and must comply with all local laws including but not limited to tax and securities laws. We may limit the Mastercard NFT Site’s availability at any time, in whole or in part, to any person, geographic area or jurisdiction that we choose.
20. Disclaimer of Damages and Limitation of Liability
IN NO EVENT SHALL MASTERCARD OR ITS AFFILIATES BE LIABLE FOR ANY DIRECT, INDIRECT, SPECIAL, PUNITIVE, EXEMPLARY, CONSEQUENTIAL OR OTHER DAMAGES WHATSOEVER, INCLUDING BUT NOT LIMITED TO PROPERTY DAMAGE, LOSS OF USE, LOSS OF BUSINESS, ECONOMIC LOSS, LOSS OF DATA OR LOSS OF PROFITS, WITHOUT REGARD TO THE FORM OF ACTION (INCLUDING BUT NOT LIMITED TO CONTRACT, NEGLIGENCE, OR OTHER TORTIOUS ACTIONS) ARISING OUT OF OR IN CONNECTION WITH YOUR USE OR ACCESS OF THE MASTERCARD NFT SITE OR ITS CONTENT, EVEN IF MASTERCARD OR ITS BUSINESS PARTNERS, EMPLOYEES, REPRESENTATIVES OR AFFILIATES HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGE OR LOSS. IN NO EVENT SHALL MASTERCARD'S TOTAL LIABILITY TO YOU FOR ALL DAMAGES, LOSSES, AND CAUSES OF ACTION, WHETHER IN CONTRACT, TORT (INCLUDING, BUT NOT LIMITED TO, NEGLIGENCE), OR OTHERWISE EXCEED THE AMOUNT PAID BY YOU, IF ANY, OR ONE HUNDRED DOLLARS ($100) (WHICHEVER IS LESS), FOR ACCESSING OR PARTICIPATING IN ANY ACTIVITY RELATED TO ANY MASTERCARD NFT SITE. APPLICABLE LAW MAY NOT ALLOW THE LIMITATION OR EXCLUSION OF LIABILITY OR INCIDENTAL OR CONSEQUENTIAL DAMAGES, SO THE ABOVE LIMITATION OR EXCLUSION MAY NOT APPLY TO YOU.
The Mastercard NFT Site is operated by Mastercard and its affiliates.
21. Miscellaneous
These terms shall be construed, interpreted and performed exclusively according to the laws of the State of New York, United States of America, without giving effect to any principles of conflicts of law. You expressly agree that any action at law or in equity arising out of or directly or indirectly relating to these terms or this Mastercard NFT Site shall be filed only in the federal or state courts sitting in New York. You hereby consent and submit to personal jurisdiction of such courts for the purposes of any action related to the Mastercard NFT Site, your access or use thereof, or these terms, and to extra-territorial service of process.
Content and software from the Mastercard NFT Site may be subject to U.S. export jurisdiction and the import jurisdiction of other countries. In connection with your use of this Mastercard NFT Site, you are solely responsible for complying with all applicable export, re-export, and import control laws and regulations of all applicable jurisdictions, including, but not limited to, those of the U.S. Department of Commerce, Export Administration Regulations, 15 CFR Parts 730-774, the International Traffic in Arms Regulations, country-specific economic sanctions programs implemented by the Office of Foreign Assets Control and export and import control laws and regulations of any other countries. You may not, directly or indirectly, use, distribute, transfer or transmit content or software from this Mastercard NFT Site, whether by way of a direct product or of such materials or products, software, or other technical information into which content or software from this Mastercard NFT Site has been incorporated, except in compliance with all applicable export and import laws and regulations of all relevant jurisdictions.
These terms may not be assigned by you. Mastercard may assign its rights and obligations set forth in these terms at any time. Should any part or provision of these terms be held unlawful, void, invalid or unenforceable, that portion shall be deemed severable from these terms and shall not affect the validity and enforceability of any remaining provisions. Except as provided herein, these terms constitute the entire agreement between you and Mastercard pertaining to their subject matter. Certain provisions of these terms may be superseded or added to by designated legal notices or terms located on particular pages, applications, tools or other materials that you may access within this Mastercard NFT Site. Mastercard's failure to enforce any provision of these terms or any additional terms shall not be deemed a waiver of such provisions nor of its right to enforce such provision. These terms and any related documents may be accepted in electronic form (e.g., by an electronic or other means of demonstrating assent) and your acceptance will be deemed binding between you and Mastercard. You hereby agree, without limitation, that you will not contest the validity or enforceability of these terms and any related documents.
22. Definitions
“Account” refers to a User Account as applicable to you.
“Affiliates” means a party’s subsidiaries, successors, assigns, or owners, and any company that has a business relationship with them, including without limitation, managers, entertainers, agents, companies, distributors, vendors, suppliers, licensees and any of their shareholders, officers, directors, employees, attorneys, accountants, or other representatives.
“Brands” refers to any person or entity (including but not limited to artists, entertainment properties, talent, retail brands, performers, celebrities, sports leagues and teams, players associations, sports talent, sponsors, or any person or entity) that features in the Mastercard NFT Site.
“Users” refer to any person, fan, or entity that has a standard account (“User Account”) with the Mastercard NFT Site.
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