Terms of Use

MICROSITE TERMS OF USE

PLEASE READ THESE TERMS OF USE (“TERMS OF USE”) CAREFULLY BEFORE USING THE MICROSITE PLATFORM (THE “PLATFORM”). FOR GOOD AND VALUABLE CONSIDERATION THE RECIEPT AND SUFFICIENCY OF WHICH ARE HEREBY ACKNOWLEDGED, THE PLATFORM PROVIDES A MEANS FOR MASTERCARD TO LICENSE MERCHANT LOGOS AND OBTAIN APPROPRIATE CONSENTS TO IMPROVE CONSUMER TRANSPARENCY AND HELP TO MINIMIZE FRAUD IN THE ECOSYSTEM. BY ACCESSING THE PLATFORM, YOU (A) AGREE TO BE BOUND BY THESE TERMS OF USE; AND (B) REPRESENT THAT YOU ARE LAWFULLY ABLE TO ENTER INTO CONTRACTS AND ARE OF THE LEGAL AGE OF MAJORITY IN THE JURISDICTION IN WHICH YOU RESIDE (AT LEAST 18 YEARS OLD IN MANY COUNTRIES). IF YOU ARE AGREEING TO THESE TERMS OF USE ON BEHALF OF A COMPANY OR OTHER LEGAL ENTITY, YOU REPRESENT AND WARRANT THAT YOU ARE AUTHORIZED AND LAWFULLY ABLE TO BIND THAT ENTITY. IF YOU DO NOT AGREE TO THESE TERMS OF USE, YOU MAY NOT USE THE PLATFORM. AS USED UNDER THESE TERMS OF USE, “YOU” MEANS YOU AND YOUR COMPANY (“MERCHANT”) OR THE LEGAL ENTITY AND “WE” OR “US” MEANS MASTERCARD INTERNATIONAL INCORPORATED AND ITS AFFILIATES (“MASTERCARD”).

Registration

Upon registration, you will receive a confirmation email for verification purposes. You must respond to this email within allotted timeframes or your account will be deleted from the system

MERCHANT LOGO

Merchant grants Mastercard a limited, non-exclusive, royalty-free, sublicenseable, worldwide license for the duration of the Term to display the Merchant Logo(s) (as defined below): (1) to the relevant card issuers in the relevant cardholder electronic statements whether online or within a cardholder banking application and on the digital receipts provided by issuers to cardholders; (the “Licensed Use”). Solely in order to enable the provision of the Licensed Use, Mastercard shall have the right to grant sublicenses of the Merchant Logo(s) to participating card issuers and/or service providers to such issuers (“Authorized Sublicensees”). The granting of sublicenses will be in Mastercard’s reasonable discretion, provided that: (a) all uses of the Merchant Logo(s) by Authorized Sublicensees shall be limited to the Licensed Use and consistent with the terms and conditions of this Agreement; and (b) Mastercard shall be responsible for the acts or omissions of Authorized Sublicensees that constitute a breach of any of the terms and conditions of this Agreement.

Merchant acknowledges that Mastercard will display the Merchant Logo(s) to participating issuers, authorized issuer representatives and/or directly to cardholders via API or other agreed-upon method with participating issuers for the purpose of improving cardholder customer experience, providing transparency to the cardholder, satisfying cardholder queries and/or investigating disputed card transactions (which may include investigating whether or not the identified transaction was fraudulent or resolving a dispute with the cardholder). This may be done via electronic communication, including, without limitation, by displaying the stored Merchant Logo(s) to participating issuers and/ or Cardholders directly via API, through any banking application used by the participating issuer whether that be an online and/or mobile banking application or any other method used by the participating issuers to support their cardholders (whether now existing or created in the future). In each instance, the display may be directly from Mastercard to the participating issuer, authorized issuer representative and/or the cardholder or indirectly using one or more authorized service providers of Mastercard or Merchant.

Merchant will provide the Merchant Logo(s) to Mastercard in a format as requested by Mastercard. Merchant undertakes to supply Mastercard with a copy of its most recent Merchant Logo(s) and to promptly supply Mastercard with the updated version as it is amended from time to time throughout the Term.

Mastercard acknowledges that Merchant is the owner of the Merchant Logo(s) and all goodwill related thereto, and all use of the Merchant Logo(s) and any goodwill accruing therefrom shall inure solely to the benefit of Merchant.
Merchant represents that the Merchant Logo, the performance of its obligations under this Terms of Use, and the exercise by Mastercard of the license granted under clause of this Agreement, will not infringe the intellectual property rights of any third party.
Merchant represents and warrants that it is the owner or authorized licensor of the entire right, title, and interest in and to the Merchant Logo(s)as provided, and that it has the right to grant the license under this Terms of Use.

“Merchant Logo(s)” means each logo used by Merchant in conjunction with Merchant’s day to day operations and that is identifiable by Cardholder and provided by Merchant to Mastercard in accordance with this Terms of Use..

Privacy Policy

Mastercard recognizes the importance of respecting the privacy of those who use the Platform and choose to take advantage of the programs and information offered through it. The Mastercard Global Privacy Notice (linked below) provides an overview of what you can expect when you enroll in one of our programs or simply browse the Platform. Different or more detailed policies will be applicable to certain pages within our Platform or Products or Services.  Global Privacy Notice.

Term and Termination

These Terms of Use are effective until terminated as provided herein. We may suspend or terminate this Platform and Terms of Use at any time, without cause or prior notice and for any reason. You may terminate these Terms of Use at any time by sending a termination notice to customerservice@ethoca.com with the word “terminate” in the subject line.

Our Intellectual Property Rights

Except with respect to the Merchant Logo as described above, we or our affiliates, suppliers, business partners, or licensors own and retain all right, title, and interest, including all intellectual property and proprietary rights, in the Platform any derivative works of the foregoing; (ii) our systems;(iii) the Mastercard Brands (defined below); (iv) all Feedback; and (v) all Confidential Information (defined below) (collectively, the “Mastercard Property”) and reserve all rights therein.

(“Mastercard Brands”) shall mean the names, trade names, trademarks, service marks, slogans, logos, domain names, or other indicia related to Mastercard and its affiliates.

Confidential Information

As used herein, “Confidential Information” means the Platform and the Terms of Use. any other information related to the Microsite which: (i) gives us a business benefit or the opportunity to obtain a business benefit or the disclosure of which could be detrimental to our interests, or (ii) which is either: (a) marked “Confidential,” “Restricted,” “Proprietary Information,” or other similar marking, (b) known to be considered confidential and proprietary, (c) received under circumstances reasonably interpreted as imposing an obligation of confidential. Except with respect to Merchant Logos as explicitly described in these Terms of Use, the Confidential Information is and shall remain our property. No license or other right in the Confidential Information is granted to you. You may not use or disclose any Confidential Information without our prior written consent except to your employees and agents on a need-to-know basis and solely as required for you to fulfill your obligations hereunder, provided that those employees and agents have executed written agreements with you at least as protective of our rights in the Confidential Information as the provisions contained in these Terms of Use that restrict use and disclosure of the Confidential Information. This provision will survive any termination of these Terms of Use for so long as you have in your possession any Confidential Information.

Electronic Communications

You agree and consent to receive electronically all communications, agreements, documents, notices and disclosures (collectively, "Communications") that we provide in connection with the Platform. We will provide these Communications to you by posting them on the Platform and/or by emailing them to you at the primary email address listed in our records.

Indemnification

You shall indemnify, defend and hold us and our affiliates, business partners, suppliers and licensors, and our and their respective agents, employees, officers, directors, affiliates, successors and assigns harmless from any demand, liability, loss, damage, claim, fines, penalties, costs and expenses, including reasonable attorneys' fees, expenses and expert costs (collectively, “Losses”) related to your violation of these Terms of Use.

Disclaimer of Damages and Limitation of Liability

IN NO EVENT SHALL WE OR OUR AFFILIATES, SUPPLIER’S, LICENSORS OR BUSINESS PARTNERS BE LIABLE FOR ANY DIRECT, INDIRECT, SPECIAL, PUNITIVE, EXEMPLARY, CONSEQUENTIAL, OR OTHER DAMAGES WHATSOEVER, INCLUDING PROPERTY DAMAGE, LOSS OF GOODWILL, LOSS OF USE, LOSS OF BUSINESS, ECONOMIC LOSS, LOSS OF DATA, OR LOSS OF PROFITS ARISING OUT OF OR IN CONNECTION WITH YOUR USE OF THE PLATFORM, REGARDLESS OF THE FORM OF ACTION (INCLUDING CONTRACT, NEGLIGENCE, OR OTHER TORTIOUS ACTIONS), EVEN IF WE OR THEY HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

REGARDLESS OF THE PREVIOUS PARAGRAPH, IF WE ARE FOUND TO BE LIABLE, OUR TOTAL LIABILITY TO YOU FOR ANY REASON SHALL NOT EXCEED $50,000 (WHICHEVER IS LESS ).

PLEASE NOTE THAT SOME JURISDICTIONS DO NOT ALLOW THE LIMITATION OR EXCLUSION OF LIABILITY OR CONSEQUENTIAL DAMAGES, SO THE ABOVE LIMITATIONS OR EXCLUSIONS MAY NOT APPLY TO YOU.

Governing Law

These Terms of Use 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. Any legal suit, action or proceeding arising out of these Terms of Use shall be instituted exclusively in the United States District Court of the Southern District of New York or the New York Supreme Court for the County of Westchester.

Miscellaneous

Entire Agreement. Except as provided herein, these Terms of Use constitute the entire agreement between you and us pertaining to their subject matter; provided however, that certain provisions of these Terms of Use may be superseded by expressly designated legal notices or terms located on particular pages within the Platform. These Terms of Use 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 us. Neither you nor we will contest the validity or enforceability of these Terms of Use and any related documents, including under any applicable statute of frauds, because they were accepted or signed electronically. Electronically maintained records when produced in hard copy shall constitute business records and have the same validity as any other generally recognized business records.
Assignment. You may not assign or transfer your rights or obligations under these Terms of Use without the prior written consent of Mastercard. Any purported or assignment in violation of the foregoing will be invalid.
Compliance with Applicable Laws. You will at all times comply with all laws and regulations applicable to your use of the Platform, including all provincial, regional, federal, state, local rules, ordinances, regulatory guidance, directives, and government requirements.
Legal Process and Regulators. Notwithstanding any other provision of these Terms of Use, we may, without notice, furnish any regulator or other governmental authority, foreign or domestic, with information about your use of the Platform.
Waiver. Our failure or delay to exercise or enforce any right or provision of these Terms of Use or rights under applicable law shall not constitute a waiver of those provisions or rights or any other provision or rights under these Terms of Use.
Survival. The terms, conditions, and warranties contained in these Terms of Use that by their nature and context are intended to survive termination of these Terms of Use shall survive such termination.
Language. These Terms of Use are provided in English and the English versions of these Terms of Use shall be valid, enforceable and binding. For your convenience only, we may provide you with a non-English translation. Any such non-English language version is for reference purposes only.