Welcome to the MasterCard MarketPlace program. The MasterCard MarketPlace program (the "Program") is a promotional rebate, WOWPoints savings and shopping engagement program brought to you by MasterCard. Under the Program you can have access to promotional offers from participating merchants. Please read these terms of use carefully before registering in the Program or using this Internet site, including the terms of use related to the MasterCard MarketPlace Plus program, and keep them for your records. By accessing this site, you agree to these terms of use and any operating rules and policies that may be published by MasterCard and/or Next Jump, Inc., MasterCard's service provider for the Program ("Service Provider"), as may be amended from time to time (the "Terms"). These Terms set forth the terms applicable to your use of the Program. MasterCard may change these Terms at any time without notice and any such changes are effective when posted on this site. BY USING THE PROGRAM YOU ACKNOWLEDGE THAT YOU HAVE READ, UNDERSTOOD, AND AGREE TO BE BOUND BY ALL OF THE TERMS AND TO COMPLY WITH ALL APPLICABLE LAWS AND REGULATIONS. YOU SHOULD PRINT AND RETAIN A COPY OF THIS AGREEMENT FOR YOUR RECORDS BY USING THE PRINT FUNCTIONALITY IN YOUR BROWSER.

If you do not agree to the Terms, do not access the site or use the Program.

In these Terms, the words "you" and "your" mean the person who has accessed the Program Web Site, as defined below and/or who has an Eligible Card, as defined below, and has registered such Eligible Card for participation in the Program. The words "we," "us" and "our" mean MasterCard. "Program Web Site" means www.marketplace.mastercard.com or such other web site as we may establish for the Program.

2.1. The Program:
To participate in the Program, you select your preferences from the list of brands that you like, search offers based on brands that you like, write helpful reviews and earn special benefits, earn WOWPoints and obtain special rewards with Star Advantage. Benefits of the Program include coupons, WOWPoints, special benefits, rebates, promotional codes and online and offline discounts as well as offers served to you based on your preferences, registration information and purchase behavior. Email reminders can be set to keep you up to date on the newest offers. For the certain benefits and to conduct a purchase transaction through the Program, you may enter your Bank Identification Number or link your eligible MasterCard credit, debit, prepaid and small business card that was issued in your name and for which you have payment responsibility ("Eligible Card(s)") in the Program. You may create and manage only one account in the program. You may also register multiple payment cards in a multiple of programs operated by our Service Provider, but you must select which program will be primary. After this selection is made, the other programs for which you are registered are considered secondary programs. Discounts you earn in your primary program will be awarded only in such primary program as you may have selected. Discounts you earn in your secondary program will be awarded only in that program. You can only earn one discount per transaction. In the event that the Program is not chosen as your primary program you will not be eligible to receive rebates as set forth in Section 2.2 below. You may change your primary program upon request. For the purposes of this Program, the following conditions apply to your Eligible Card: (i) (A) the consumer or small business card was issued by a US, Puerto Rico territory, or Mexican financial institution to you; or (B) a MasterCard Prepaid Travel Card was issued to you for use in the United States or Puerto Rico; (ii) you must be at least 18 years of age; (iii) you must be a legal resident of the United States, for MasterCard Prepaid Travel Cards, visiting the United States for travel purposes, or making cross border purchases from Mexico through the Program; and (iv) all authorization, settlement and clearance ("Switching") is completed through the MasterCard Global Clearance and Processing System. Certain nonreloadable prepaid and other corporate cards are not eligible for the Program. Certain payment cards only have limited access to certain Program benefits. If you have any questions or issues about whether a MasterCard card is an Eligible Card or regarding your Program benefits, please contact Customer Service by clicking here or call 866.245.3339.
Once you register your MasterCard payment card with the Program, MasterCard's Service Provider will need to validate your MasterCard payment card in order to ensure you can receive applicable rebates and other Program benefits and for this validation a pre-authorization fee in the amount of $1.00 (U.S.) will appear on your card statement. Once validation by the Service Provider is received, usually within 2-7 days, this pre-authorization fee will be removed from your statement. Your MasterCard payment card will not be charged for this pre-authorization fee.
2.2. Registered Card
The Program also allows you to earn statement rebates. To earn statement rebates through the registered card benefit of the Program you must register your Eligible Card and its 16 digit card number in the Program. Each such registered MasterCard Eligible Card is a "Registered Card." Registered Card offers are designated with a "card" icon. When you purchase goods and services from merchants participating in the Registered Card benefit of the Program with your Registered Card and the offer is designated as a registered card offer with a "card" designation ("Register Card Offers"), you will receive a rebate on your applicable purchases, subject to the terms and conditions of the Registered Card Offer and provided that: (i) the purchase transaction originated in the United States or Puerto Rico; (ii) the purchase transaction is not a PIN-based transaction; (iii) the purchase transaction does not occur on a nonreloadable prepaid or gift payment card; and (iv) the Switching is completed through the MasterCard Global Clearance and Processing System. The form of the rebate is a credit to your account. All statement rebates will be reflected on your Registered Card statement as being a result of the Program and will appear on your statement within 90 days following the month in which you made the purchase. In order to receive the rebate the applicable Registered Card Offer must be one to which a rebate applies. Your financial institution that issued your Eligible Card may supplement these Terms regarding the applicable rebates and your account.
2.3. MasterCard MarketPlace Plus™ program
These Terms also apply to your participation in MasterCard MarketPlace Plus program, an expanded program for MasterCard World cardholders and others who wish to participate in upgraded offers for a certain fee. References in these Terms to the Program include the MasterCard MarketPlace Plus program. The MasterCard MarketPlace Plus program includes coupons, online discounts and rebates. MasterCard MarketPlace Plus Offers are designated with a "+" sign. In order to access Offers with a + designation next to them, you must be a World cardholder or you must have agreed to register in the MasterCard MarketPlace Plus program and have paid the yearly fee, currently $29.95, to our Service Provider. Unless you are a MasterCard World cardholder, all MasterCard MarketPlace Plus program fees are recurring on an annual basis, unless cancelled by you or cancelled by MasterCard or Service Provider in accordance with Sections 2.4 and 7 below. See further cancellation details below. If you have one MasterCard card linked in the MasterCard MarketPlace Plus program, and other MasterCard cards registered in the Program, for coupons or Registered Card, you will receive the benefits of the MasterCard MarketPlace Plus program on all such MasterCard cards.
2.4. Program and MasterCard MarketPlace Plus Renewal and Cancellations
All cancellations for the Program take effect the day received by MasterCard, except for Registered Card which takes up to one business day to effectuate. If your Program registration is not cancelled, it will automatically renew annually to preserve continuity. Each MasterCard MarketPlace Plus program registered cardholder will be sent a 30 day notice of renewal via email, before the annual renewal takes effect. You may cancel your MasterCard MarketPlace Plus program subscription at any time after initial registration. To cancel, you must provide notice of cancellation by: (i) emailing customer service by clicking here or (ii) mailing our Customer Service Team at Attn: Next Jump, Inc. 261 Fifth Avenue, 8th Floor, New York, NY 10016. Your MasterCard MarketPlace Plus program access will remain in effect until such termination or cancellation is implemented. In the event the MasterCard MarketPlace Plus program is terminated at any time or you cancel at any time any fees paid by you will either (i) be refunded to you on a pro rata basis for the current year upon your written request for such refund; or (ii) not be refunded but your status in the MasterCard MarketPlace Plus program will remain in effect until the end of annual period. For more information on such fees click here.
2.5. Overwhelming Offers Benefit
You can also link your Eligible Card for certain deep discounted, limited quantity, limited-time reservation only Offers providing you with statement rebates, WOWPoints or free benefits through our Overwhelming Offers Benefit ("OO"). To earn statement rebates or WOWPoints through OO or to win a free OO, you will need to sign up for the OO and enter in your sixteen digit card number if you have not already been prompted to do so in enrolling in the Program. You can also sign up for OO daily email alerts to hear about these OOs before they become available and respond to them quickly. At our discretion, there may be limitations for certain OOs on how many of these OOs you or your family may register for and reserve in a certain time period. All statement rebates related to OOs will be reflected on your card statement within 1-2 billing cycles following the month after you purchase. Free OOs will be in the applicable Offer terms and conditions. Certain terms and conditions apply. WOWPoints from OOs will be added to your account typically within 7-14 business days, but can take up to 1-2 billing cycles.
OOs are available on a first come, first serve basis. Certain OOs are available to all customers of MasterCard's Service Provider. Certain OOs are exclusive to you as a registered MasterCard cardholder on MasterCard MarketPlace. Bonus OOs are special OOs that require that a certain number of people Check In or click the blue Check In button before this Bonus OO unlocks and is made available for an attempted reservation.
MasterCard reserves the right to not award a reservation to you if: (a) you did not take all steps necessary to qualify to receive the reservation; (b) you attempted (in MasterCard's sole discretion) to reserve by methods that contravene MasterCard's reservation system and offer terms and conditions or terms of use; (c) otherwise violated the terms of use.
If you successfully reserve an OO you will receive a confirmation email containing a link in order to purchase the reserved goods or services. You will have three days to purchase your reserved goods or services. If you fail to make such a purchase, your reservation will expire and you will not receive an OO rebate.
2.6. Shopping Goddess Benefit
Shopping Goddess gives you an opportunity to create a personalized shopping profile and gain benefits for sharing your shopping knowledge and building a following of fellow Program enrollees. The more influential you are the more benefits you can receive. When you create your profile you can add a photo and create a nickname. Please make sure that you own the rights to any photo or nickname that you post. There are several standings for Shopping Goddess (Novice, Savvy, Expert, Celebrity, and God/Goddess) and as you move up the ladder by providing added value in your review (and our membership agrees) you are eligible to earn WOWPoints. In addition, you can gain other benefits by becoming a merchant mayor. To become a mayor you must be knowledgeable on a particular merchant -- and you must have followers who agree. There is one mayor per merchant. As a mayor you may be granted a Mayor OO, available only to you, your followers, and anyone who has written a review for the same merchant. Alternatively, mayors and any deputies that they elect may be granted a 5 second OO advantage to help their chances of winning that OO. You can also write reviews and gain WOWPoints, as described below.
2.7. Star Advantage
Star Advantage rewards the most loyal site users with exclusive benefits. For every star you earn, you gain a one second advantage to reserve an OO. You can earn from 1-5 Stars, and can earn up to a 5 second OO advantage if you have a 5 Star Advantage. To earn stars for Star Advantage you must earn WOWPoints as described below. Your Star Advantage is determined by taking the number of WOWPoints earned in the current calendar year (YTD) and the previous calendar year. To see your Star rating go to the Star Advantage page.
2.8. WOWPoints
2.8.1 You can earn WOWPoints in a number of ways, such as by shopping through WOWPoints Offers in the Program and by winning OOs. Each WOWPoint equals $.01 and WOWPoints are issued on the total amount of the purchase (inclusive of discounts, but excluding all taxes and shipping). You can redeem your WOWPoints and earn a statement rebate towards the purchases that you make at select merchants. Your purchase will be charged in full and you see your WOWPoint redemption on your account statement as a rebate. Your WOWPoints are not eligible for redemption until they hit your WOWPoints Statement.
2.8.2. A WOWPoints Account will be set up to record your WOWPoints accumulation. You can view your earned WOWPoints in your WOWPoints Statement. Typically it will take 7-14 days for your purchase transaction to hit your account (in some cases it may take up to 90 days). You are responsible for tracking your receipt of WOWPoints through the Program. Please keep copies of your purchase receipts in case of a merchant error. If you make a return on a purchase for which you have earned WOWPoints, the amount of the WOWPoints earned on this transaction will be deducted from your WOWPoints balance. We reserve the right to remove any WOWPoints from your account, upon notice to you, if they were in appropriately credited. If you dispute this matter or have any WOWPoints issue, please contact customer service.
2.8.3 WOWPoints do not expire subject to the following considerations. Points are forfeited in certain circumstances, for example if your enrolled Program card is cancelled or you cancel your Program enrollment, then you will not be able to use or access your WOWPoints. If the Program is cancelled, no refund will be provided to you for any unused WOWPoints. However, if the Program is terminated we will do our best to provide you 90 days notice so that you use and redeem all your accumulated WOWPoints.
2.8.4 WOWPoints are not redeemable for cash or credit on your MasterCard payment card and have no cash value. You may not transfer or assign any WOWPoints to a third party. There is a limit to the number of WOWPoints that you earn. MasterCard is not responsible for any tracking errors related to WOWPoints.
2.8.5 Your WOWPoints cannot be used for any other rewards WOWPoints program that may be available through your payment card issuer.
2.8.6 We reserve the right to monitor all WOWPoints activity. If your WOWPoints account is subject to suspicious activity or fraud, your WOWPoints account may be frozen and you may lose incorrectly accrued WOWPoints. In the event that this occurs, please contact customer service.

Merchants that are participating in the Program or MasterCard MarketPlace Plus program ("Merchants") may provide certain discounts and/or rebates off the purchases of goods and services ("Offers"). Offers are subject to certain terms and conditions and may change at any time without notice to you. The amount of any discount or rebate and other terms and conditions applicable to the discount or rebate are determined between the Merchant and MasterCard's Service Provider for the Program. Information provided on merchants rankings or by customer review is provided to you on an informational basis only by MasterCard.
Neither MasterCard nor Service Provider will be liable for any loss or damage incurred as a result of any interaction between you and a Merchant with respect to the Program. Except as set forth herein, all matters, including but not limited to delivery of goods and services, returns, and warranties are solely and strictly between you and the applicable Merchants. You acknowledge that MasterCard and Service Provider do not endorse or warrant the Merchants that are accessible through the Program nor the Offers that they provide.

All or a portion of the rebate may be reversed in certain circumstances, including without limitation, upon a return, a dispute, adjustment or fraudulent card activity. Returns are subject to the terms and conditions of the Merchant Offer.

By consenting to the Terms, you agree that: (i) you represent only yourself here and no other person; (ii) that you are of the legal age of majority in order to enter into contracts (18 years of age in most states and 21 years of age in Puerto Rico) or if you are entering into these Terms for a small business you are able to bind such entity; (iii) you will provide accurate information to MasterCard and Service Provider, including, but not limited to, information required to register for the Program; (iv) you will not use the Program to reproduce, duplicate, copy, sell, resell, distribute, publish, or exploit for any commercial purpose the software, products, or services provided by MasterCard and/or Service Provider or obtained through the Program without obtaining the express, prior written consent of MasterCard and Service Provider. This restriction includes any attempt to incorporate any information from the Program into any other directory, product, or service; (v) you will provide for your own access to use the Program, including, but not limited to, obtaining and maintaining all telephone, computer hardware and software, and other equipment and paying all related charges; (vi) you will not use the Program in any manner that adversely affects the availability of its resources to or enjoyment by other users or in any manner that could damage, disable, overburden, or impair MasterCard's or Service Provider's servers or networks; and (vii) you will not use the Program or any purpose that is unlawful or prohibited by the Terms.
You are entirely responsible for maintaining the security and confidentiality of your account and password, and you are responsible for all activities and conduct by you or anyone else that are conducted through your account. You agree to notify MasterCard and Service Provider immediately of any unauthorized use of your account or any other breach of security. Neither MasterCard nor Service Provider will be liable for any loss or damages of any kind that may arise as a result of someone else using your password or account, either with or without your knowledge; however, you may be held liable for any losses incurred by MasterCard or Service Provider or another party due to someone else using your account or password.

You agree to the terms and conditions of the Program privacy notice posted at http://marketplace.mastercard.com/privacy ("MasterCard Privacy Notice"). You will provide certain personal information to MasterCard and Service Provider when you register for the Program. Additionally, MasterCard and Service Provider will collect information regarding your use of the Program Web Site. This information will be used in accordance with the MasterCard Privacy Notice. MasterCard and/or Service Provider reserve the right to inform you by email about the Program. You acknowledge and agree that in order to administer the Program, MasterCard will access, collect and receive information about you and your purchases from Merchants and their agents and vendors. You authorize the Merchants and their agents and vendors to transfer to MasterCard any and all information with respect to your purchases from such Merchants. In addition, by transacting with any Merchant by means of any Eligible Card registered for rebates, you hereby authorize any payment card processor, or financial institution who receives information with respect to the purchases made using such payment card to transfer to MasterCard such information. You authorize MasterCard to use any such information that is transferred to it in connection with the operation and analysis of the Program. You also authorize MasterCard to disclose such information: (i) to MasterCard's Service Provider, Merchants, Merchant's affiliates, your financial institution, vendors and agents to use in connection with the operation and analysis of the Program; (ii) to Merchants, payment card processors and financial institutions as necessary to operate and analyze the Program; (iii) to comply with requests, orders or subpoenas from courts of law or any regulatory, legislative or administrative bodies; and (iv) otherwise in accordance with the terms of these Terms .

7.1 Enrolled Program users may post reviews, post comments or provide other communications regarding the Program or to third party web sites ("Content") regarding merchant offers, VIP events, Overwhelming Offers and other Program benefits so long as the Content is not illegal, obscene, false, threatening, defamatory, invasive of privacy, infringing of intellectual property rights of others, or otherwise injurious to third parties or objectionable and does not consist of or contain software viruses, political campaigning, commercial solicitation, chain letters, mass mailings, or any form of "spam." You may not use a false e-mail address, impersonate any person or entity, or otherwise mislead as to the Content. All the information that you post or communicate is your sole responsibility. MasterCard reserves the right (but not the obligation) to remove, not post or edit such Content, but MasterCard does not regularly review posted or communicated Content and it is not responsible for such Content. You acknowledge and agree that you are prohibited from accepting payment or receiving any benefit from posting or communicating such Content, including, without limitation, accepting payment for the inclusion of a logo, brand or other commercial content, in Your Content.
7.2 If you do submit Content and unless we indicate otherwise, you grant MasterCard a nonexclusive, royalty-free, perpetual, irrevocable, worldwide and fully sublicensable right to use, reproduce, modify, adapt, publish, translate, create derivative works from, distribute, sell, and display such Content throughout the world in any media. You grant MasterCard, its service providers and sublicensees the right to use the name that you submit in connection with such content, if they choose. You represent and warrant that you own or otherwise control all of the rights to the Content that you post; that the Content is accurate; that use of the Content you supply does not violate this Terms of Use and will not cause injury to any person or entity; and that you will indemnify MasterCard for any and all claims resulting from Content you supply. MasterCard has the right but not the obligation to monitor, modify, distribute, edit or remove any activity or Content. MasterCard takes no responsibility and assumes no liability for any Content posted by you or any third party.

MasterCard or Service Provider may terminate your registration for any reason at any time. The termination may take up to one day to effectuate, however, upon termination, you will cease to use the Program, or if registered in the MasterCard MarketPlace Plus program, you will cease using that program. You may terminate your registration by emailing Customer Service by clicking here; however, termination of your registration in the MasterCard MarketPlace Plus program will be governed by the terms of that program as more fully explained above in Section 2.4.

For any customer service or Program related questions contact Customer Service by clicking here or 866.245.3339.
Our address is:
MasterCard Worldwide
c/o Next Jump, Inc.
261 Fifth Avenue, 8th Floor
New York, New York 10016
Customer Service hours are: Monday-Friday 9-6 EST

The Program may contain content supplied by third parties and links to Internet sites maintained by third parties, including content and links to Merchant sites. These sites (and any associated content) are provided by independent third parties unrelated to MasterCard and/or Service Provider, and MasterCard and Service Provider make no representations or warranties with respect to such sites and disclaim liability for any activities on such sites. MasterCard and Service Provider do not, in any respect, control such content or operate such third-party sites and do not guaranty the availability of any email from or links to third-party sites. Third-party content and links are included solely for the convenience of users and do not constitute any approval, endorsement or warranty by MasterCard and Service Provider. Moreover, MasterCard and Service Provider are not responsible for the accuracy, completeness, or reliability of third-party information 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 Program Web Site. Any personal information you submit on the resulting site will not be collected or controlled by MasterCard or Service Provider 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.

11.1 MasterCard and Service Provider reserve the right to modify or discontinue the Program (including, without limitation, the MasterCard MarketPlace Plus program) or any portion thereof at any time without notice to you. Neither MasterCard nor Service Provider shall be liable to you or any third party should MasterCard or Service Provider exercise its right to modify or discontinue the Program or any portion of the Program.
11.2 MasterCard and Service Provider reserve the right to modify the Terms at any time. You are responsible for regularly viewing the Terms. Any changes to the Terms will be effective immediately upon the posting of such revised terms and conditions. Continued use of the Program or accessing the Program Web Site following any such changes constitutes your acceptance of such changes.
11.3 MasterCard and Service Provider reserve the right to charge fees at any time for access to all or portions of the Program with your advance acknowledgement of the charge.

12.1 All contents of the Program, including, without limitation, names, graphics, videos, logos, trademarks, images, software and text, are the property of MasterCard, Service Provider, participating Merchants, and/or advertisers and are protected by copyright, trademark, and other intellectual property rights owned and controlled by MasterCard or Service Provider or by other parties that have licensed or otherwise provided their material to MasterCard or Service Provider. Such content may not be copied, distributed, disassembled, decompiled, reverse engineered, used for commercial use, reposted on other sites, or transmitted in any way without the prior written consent of MasterCard and Service Provider. You may not modify the content in any way, nor delete any copyright or trademark notice. Nothing in these Terms grants you the right to use any MasterCard trademarks or intellectual property without MasterCard's prior written consent, which we may withhold in our discretion. Any unauthorized commercial use of these materials will violate MasterCard's or its affiliate's intellectual property. You are granted solely a limited, nonexclusive revocable license to use the content for your own personal use in accordance with these Terms.
12.2 Any information, ideas, suggestions, or communications sent by you to MasterCard and/or Service Provider through the Program become the exclusive property of MasterCard. Subject to the terms of the MasterCard Privacy Notice, MasterCard and Service Provider are entitled to use, reproduce, disclose, and distribute any information submitted for any purpose without restriction or compensation to you.

13.1 TO THE EXTENT PERMITTED UNDER APPLICABLE LAW, MASTERCARD AND SERVICE PROVIDER PROVIDE THE PROGRAM, AND ALL RELATED SOFTWARE, SERVICES AND CONTENT TO YOU "AS IS" AND "AS AVAILABLE" WITHOUT ANY WARRANTY OF ANY KIND, EITHER EXPRESS OR IMPLIED, INCLUDING WITHOUT LIMITATION, THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR NONINFRINGEMENT; ANY WARRANTY THAT THE SERVICE OPERATES ERROR FREE OR WITHOUT INTERRUPTION; OR ANY WARRANTY THAT INFORMATION OBTAINED THROUGH THE PROGRAM IS ACCURATE OR RELIABLE. THE ENTIRE RISK ARISING OUT OF THE USE OF THE PROGRAM REMAINS WITH YOU.
13.2 You understand and agree that any material and/or data downloaded or otherwise obtained through the use of the Program is done at your own discretion and risk and that you will be solely responsible for any damage to your computer system or loss of data that results from the download of such material and/or data.
13.3 MasterCard and Service Provider make no warranty regarding goods or services purchased or obtained through the Program or any transactions entered into as a result of your use of the Program.
13.4 No advice or information, whether oral or written, obtained by you from MasterCard and Service Provider or through the Program shall create any warranty not expressly made herein.

14.1 TO THE EXTENT PERMITTED UNDER APPLICABLE LAW, MASTERCARD AND SERVICE PROVIDER AND THEIR OFFICERS, DIRECTORS, EMPLOYEES, AFFILIATES AND AGENTS ("RELEASED PARTIES") SHALL NOT BE LIABLE FOR ANY DIRECT, INDIRECT, CONSEQUENTIAL, SPECIAL, INCIDENTAL OR EXEMPLARY DAMAGES ARISING OUT OF THE PROGRAM, INCLUDING, WITHOUT LIMITING THE FOREGOING, ANY LOST PROFITS, POINTS, REVENUE, THE COSTS OF SUBSTITUTE GOODS OR SERVICES, UNAUTHORIZED ACCESS TO YOUR ACCOUNT, ALTERATION OR TRANSMISSION OF YOUR DATA OR BUSINESS INTERRUPTION, OR LOSS OF COMPUTER PROGRAMS OR DATA, REGARDLESS OF WHETHER MASTERCARD OR SERVICE PROVIDER HAD ADVANCE NOTICE OF THE POSSIBILITY OF ANY SUCH DAMAGES.
14.2 Without limiting the foregoing, we are not responsible for any errors in the offer details, any delay caused by a failure to post a rebate or WOWPoints to your account, any card account fees or penalties that you incur on your Eligible Card, including fees and penalties that may result from rebate reversals. Any tax liability resulting from your participation in the Program shall be your sole responsibility, and not our responsibility or the responsibility of any Merchant or the financial institution that issued your Eligible Card. Merchants or your issuing financial institution may report information regarding the Program and your participation in it to tax authorities. Merchants and your issuing financial institution may not vary these terms as applied to the relationship between you and us and may not make any commitments that are binding on us.

You agree to indemnify and hold MasterCard and Service Provider, their officers, directors, employees, affiliates and agents from any and all claims, losses, liabilities or demands, including the payment of reasonable attorneys' fees and costs, arising out of or relating to your use of the Program or the Program Web Site or your breach of any of the Terms.

These Terms do not replace your cardholder terms and conditions or any other information from your issuing financial institution. Any and all questions regarding your MasterCard payment card or cardholder account should be directed to the financial institution that issued you your card. These Terms shall be binding upon and inure to the benefit of the parties hereto. These Terms may not be assigned by you. We may assign our rights and obligations at any time. These Terms comprise the entire agreement between you and MasterCard and Service Provider with respect to the Program and supersede all prior agreements between the parties regarding the subject matter contained herein. Any waiver of any provision of the Terms will be effective only if in writing and signed by MasterCard and Service Provider. Any dispute between you, MasterCard or Service Provider shall be governed by the laws of the State of New York, without reference to its conflict of laws principles. If a court of competent jurisdiction finds any provision or portion of the Terms to be unenforceable, the remaining provisions of the Terms will continue in full force and effect. Any notices to you or MasterCard or Service Provider shall be made via email. Any disputes regarding, the Program, the Offers or rebates or your ability to participate or receive them may be determined by MasterCard, the applicable Merchant or Service Provider. Any resolution will be final and binding on you. Any waiver by MasterCard shall be valid if in an authorized writing.