This MasterCard Concierge Application End User License Agreement (“Agreement”) sets forth a legally binding agreement between you and MasterCard International Incorporated (“Company”). The MasterCard Concierge Application (the “Application”) provides you recommendations, information and access to live concierge services while you are on the go. The concierge’s recommendation, information and access are based on information collected at the time of disclosure and are subject to change. You may download the Application only if you (i) are a MasterCard World and World Elite Cardholder; (ii) are a legal resident of the 50 United States or District of Columbia; and (iii) are at least 18 or in Puerto Rico are at least 21 years old. If you do not meet the above requirements or if you do not agree to comply with this Agreement, you should not download the Application. We reserve the right to change this Agreement at any time; however, all such changes will require an update to the Application and you will be prompted to read and agree this Agreement when the Application is updated.
You, the end-user of the Application, acknowledge that the Agreement is entered into by and between Company and you and not with Apple, Inc. Notwithstanding the foregoing, you acknowledge that Apple, Inc. and its subsidiaries are third-party beneficiaries of this Agreement and that Apple, Inc. has the right (and is deemed to have accepted the right) to enforce this Agreement. You acknowledge that Apple, Inc. has no obligation whatsoever to furnish any maintenance and support services with respect to the Application. You acknowledge that you have reviewed the App Store Terms and Conditions (located online at http://www.apple.com/legal/itunes/us/terms.html#APPS). This Agreement incorporates by reference the Licensed Application End User License Agreement (the “LAEULA”) published by Apple, Inc. (located online at http://www.apple.com/legal/itunes/appstore/dev/stdeula/). For purposes of this Agreement, the Application is considered the “Licensed Application” as defined in the LAEULA and Company is considered the “Application Provider” as defined in the LAEULA. If any terms of this Agreement conflict with the terms of the LAEULA, the terms of this Agreement shall control. Aspire Lifestyles (Americas) Inc. is MasterCard’s service provider for this Application.
Please read this Agreement carefully before using the Application. If you do not agree to the terms contained in this Agreement, then you may not use the Application. Your use of the Application constitutes your acknowledgement that you have the legal authority to bind yourself or any party you represent to, and your acceptance of, this Agreement. You acknowledge that you have read and agree to be bound by this Agreement and to comply with all applicable laws, regulations and/or rules with regard to your use of the Application. You represent that you have the legal authority to bind yourself or any party you represent to this Agreement.
From time to time we may update this Application and this Agreement. Your use of this Application after we post any changes to this Agreement constitutes your agreement to those changes. You agree to review this Agreement periodically to ensure that you are familiar with the most recent version. Company may, in its sole discretion, and at any time, discontinue this Application or any part thereof, with or without notice, or may prevent your use of this Application with or without notice to you. You agree that you do not have any rights in this Application and Company will have no liability to you if this Application is discontinued or your ability to access the Application is terminated.
YOU MAY NOT USE THE APPLICATION FOR ANY PURPOSE THAT IS UNLAWFUL OR PROHIBITED BY THIS AGREEMENT. YOUR ACCESS TO THE APPLICATION MAY BE TERMINATED IMMEDIATELY IN COMPANY’S SOLE DISCRETION, WITH OR WITHOUT NOTICE, IF YOU FAIL TO COMPLY WITH ANY PROVISIONS OF THIS AGREEMENT AND/OR ADDITIONAL TERMS, OR FOR ANY OTHER REASON, OR NO REASON.
Grant of License
The Application, including the software (including, without limitation, software, code, files, images, contained in or generated by the software, accompanying data, Boot ROM code and other embedded software), Application Updates (as defined below), documentation and any accompanying fonts, whether in read-only memory, on any other media or in any other form are licensed to you by Company subject to the terms of this Agreement. Neither title nor any intellectual property rights are transferred to you, but rather remain with Company, who owns full and complete title, and Company reserves all rights not expressly granted to you. The rights granted herein are non-transferable, and are limited to Company’s intellectual property rights in the Application and do not include any other patents or intellectual property rights. The Agreement herein grants you permission to use the Application on one device – including iPhone or iPad devices – at a time. You may not make the Application available over a network where it could be used on multiple devices at the same time. This Agreement does not grant you any rights to use Company proprietary interfaces and other intellectual property in the design, development, manufacture, licensing or distribution of third-party devices and accessories for use with the Application. Any use of the Application in any manner not allowed under this Agreement or the LAEULA, including, without limitation, resale, transfer, modification or distribution of the Application or copying or distribution of text, pictures, music, video, data, hyperlinks, displays and other content provided by the Application is prohibited. This Agreement does not entitle you to receive and does not obligate Company to provide hard-copy documentation, support, telephone assistance, or enhancements or updates to the Application. You may not modify, alter, copy, publicly display or perform, distribute, create derivative works, of the Application. This Agreement is effective until terminated and may be terminated at any time, for any reason by Company.
Your rights under this Agreement will terminate automatically without notice from Company if you fail to comply with any term(s) of this Agreement or if Company terminates this Agreement. Upon the termination of this Agreement, you shall cease all use of the Application.
Company provides the Application to you, subject to this Agreement. The Application, and any services performed, provided or enabled by or through the Application and all the information, communications, scripting, photos, text, video, graphics, music, sounds, images, and other materials provided to you via the Application (collectively “Content”), are intended for the lawful use by registered users of the Application. You represent and warrant that you will use the Application and Content only for the purposes permitted herein, that all information you submit is accurate and otherwise complies with this Agreement, and that you will promptly notify Company if any of your information changes. Company makes no representation that the Application or Content are appropriate or available for use in particular locations.
You agree not to download, display or use any Content for use in any publications, in public performances, on websites for any other commercial purpose, in connection with products or services that are not those of Company, in any other manner that is likely to cause confusion among consumers, that disparages or discredits Company and/or its licensors, that dilutes the strength of Company or its licensors’ property, or that otherwise infringes Company or its licensors’ intellectual property rights. You further agree to in no other way misuse any Content or third party content.
If you are a trademark or copyright owner and you believe that your trademark or copyright rights have been violated, please follow the complaint process referenced in our website terms and conditions.
Accounts, Security, Passwords
Certain areas of the Application may require registration or may otherwise ask you to provide information to participate in certain features or access certain content. If you elect not to provide such information, you may not be able to access certain content or participate in certain features of the Application.
If the Application requires you to open an account or otherwise submit information, you must complete the specified process by providing us with current, complete, and accurate information as requested by the applicable online registration form. It is your responsibility to maintain the currency, completeness, and accuracy of your registration data and any loss caused by your failure to do so is your responsibility. Additionally, you are entirely responsible for any and all activities that occur under your account. You agree to notify Company immediately of any unauthorized use of your account. You further agree not to email, post, or otherwise disseminate any user ID, password, or other information which provides you access to the Application. Neither Company nor its service providers shall be liable for any loss that you may incur as a result of someone else using your password or account, either with or without your knowledge.
You agree that Company or its service providers may collect and use technical and usage data and related information, including but not limited to technical information about your device, date and time of Application access, system and application software, and peripherals, that is gathered periodically to facilitate the provision of software updates, product support and other services to you (if any) related to the Application. You grant Company the permission to use this information to improve its products or to provide services or technologies to you, as well as to provide advertising content in which Company believes you may be interested, including working with third parties who provide targeted advertising content.
Company may make available for download certain Application updates, maintenance corrections or upgrades to the Application to update, enhance or further develop the Application (“Application Updates”). The license granted herein allows you to download and use the Application Updates to update the Application on any device that you own or control. This Agreement does not allow you to update devices that you do not own or control, and you may not make the Application Updates available over a network where it could be used by multiple devices or multiple computers at the same time. You may not make any copies of the Application Updates, unless such copy is authorized in writing by Company.
Except as and only to the extent permitted by applicable law, or by licensing terms governing use of open-sourced components included with the Application, you may not copy, decompile, reverse engineer, disassemble, attempt to derive the source code of, modify, or create derivative works of the Application, Application Updates, or any part thereof. Any attempt to do so is a violation of the rights of Company and its licensors of the Application and Application Updates. If you breach this restriction, you may be subject to prosecution and damages. By storing content on your device, you are making a digital copy. In some jurisdictions, it is unlawful to make digital copies without prior permission from the rights holder. The Application and Application Updates may be used to reproduce materials so long as such use is limited to reproduction of non-copyrighted materials, materials in which you own the copyright, or materials you are authorized or legally permitted to reproduce.
Company may, at its discretion, automatically download Application Updates to your device. You agree to accept these Application Updates, and to pay for any costs associated with receiving them, if any. The Application and Application Updates are subject to United States export laws and regulations. You must comply with all domestic and international export laws and regulations that apply to the Application and Application Updates. These laws include restrictions on destinations, end users and end use.
Use of the Application
The following requirements apply to your use of the Application:
- You will not use any electronic communication feature of the Application for any purpose that is unlawful, tortious, abusive, intrusive on another’s privacy, harassing, libelous, defamatory, embarrassing, obscene, threatening, or hateful.
- You will not upload, post, reproduce, or distribute any information, software, or other material protected by copyright or any other intellectual property right (as well as rights of publicity and privacy) without first obtaining the permission of the owner of such rights.
- You will not collect or store personal data about other users.
- You will not use the Application for any commercial purpose not expressly approved by Company in writing.
- You will not upload, post, email, or otherwise transmit any advertising or promotional materials, including without limitation, “junk mail,” “surveys,” “spam,” “chain letters,” “pyramid schemes,” or any other form of solicitation or unauthorized communication.
- You will not upload, post, email, or otherwise transmit any material that contains viruses or any other computer code, files, or programs which might interrupt, limit, or interfere with the functionality of any computer software or hardware or telecommunications equipment.
Mobile Service, Internet and Service Fees
The use of the Application requires use of a mobile device and/or wireless mobile data service, which must be obtained from your wireless carrier, and may require Internet access, which must be obtained from your service provider; you are responsible for obtaining and paying for such additional services and obtaining a suitable device, including without limitation all usage charges related thereto. You are required to send and receive, at your cost, electronic communications related to the Application, including without limitation, administrative messages, service announcements, diagnostic data reports, and Application Updates, from Company, your mobile carrier or third party service providers. If you do not have an unlimited wireless mobile data plan, you may incur additional charges from your wireless service provider in connection with your use of the Application. You are solely responsible for obtaining any additional subscription or connectivity services or equipment necessary to access the Application, including but not limited to payment of all third party fees associated therewith, including fees for information sent to or through the Application.
The Application may not work with all devices or all mobile carriers. Company makes no representations that the Application will be compatible with or provided by all mobile carriers. In the event that fees are charged for the Application, or other third party service providers charge a fee for the products or services they provide, you agree to pay such fee to the respective party in exchange for your continued use of such products or services. Some services may be subject to different or additional terms (including fees), which you will be required to agree to prior to your use of such services.
Intellectual Property Ownership
There are a number of trademarks, logos, service marks, slogans, product names and designations and other proprietary indicia (collectively “Trademarks”) used in the Application and in the Content. By making these Trademarks available through the Application and in the Content, Company is not granting you a license to use them in any fashion, and you are not granted any license under any of Company’s or any third party's Trademarks or other intellectual property rights, except as specifically set forth in this Agreement. No Company Trademarks may be used as a username, icon, identifier, hyperlink or in any other manner without Company’s prior written permission.
The Application, Content, and the selection, coordination, and arrangement thereof, is owned either by Company, or its respective licensors. The unauthorized copying, displaying, selling, distributing or other use of any Content or Application is a violation of the law. You acknowledge having been advised by Company that the Content and Application is protected in the U.S. and internationally by a variety of laws, including but not limited to, copyright laws and treaty provisions, trademark laws, patent laws and other intellectual property and proprietary rights laws.
Representations, Disclaimer of Warranties, and Limitations of Liability
Company and its parents, subsidiaries, officers, employees, and contractors and each of their officers, employees and agents (collectively, “Company Affiliates”) make no representation or warranty whatsoever regarding the completeness, accuracy, timeliness or adequacy of any information, facts, views, opinions, statements or recommendations contained on the Application. Reference to any product, process, publication or service of any third party by trade name, domain name, trademark, service mark, logo, manufacturer or otherwise does not constitute or imply its endorsement or recommendation by Company or the Company Affiliates.
The Internet may be subject to breaches of security. Company and the Company Affiliates are not responsible for any resulting damage to any user’s device or computer from any such security breach, or from any virus, bugs, tampering, unauthorized intervention, fraud, error, omission, interruption, deletion, defect, delay in operation or transmission, computer line failure or any other technical or other malfunction. You should also be aware that e-mail and other submissions over the Internet may not be secure, and you should consider this before e-mailing Company or the Company Affiliates any information or posting information to the Application. Company and the Company Affiliates make no representation or warranty whatsoever regarding the suitability, functionality, performance, availability or operation of the Application. This Application may be temporarily unavailable due to maintenance or malfunction of computer equipment. Company is not required to provide maintenance for this Application.
THE APPLICATION (INCLUDING ALL APPLICATION UPDATES) AND THE CONTENT ARE MADE AVAILABLE ON AN “AS IS,” “AS AVAILABLE” AND “WITH ALL FAULTS AND INACCURACIES” BASIS. COMPANY AND THE COMPANY AFFILIATES SPECIFICALLY DISCLAIM ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING, WITHOUT LIMITATION, THE WARRANTIES OF MERCHANTABILITY, QUALITY, FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT, WITH RESPECT TO THE APPLICATION AND THE CONTENT. COMPANY DOES NOT WARRANT THAT THE FUNCTIONS CONTAINED IN OR SERVICES PERFORMED, PROVIDED OR ENABLED BY OR THROUGH THE APPLICATION (INCLUDING ANY APPLICATION UPDATES) WILL MEET YOUR REQUIREMENTS, THAT THE OPERATION OF THE APPLICATION, (INCLUDING ANY APPLICATION UPDATES) WILL BE UNINTERRUPTED OR ERROR-FREE, OR THAT DEFECTS IN THE APPLICATION (INCLUDING ANY APPLICATION UPDATES) WILL BE CORRECTED. No oral or written information or advice given by Company or an authorized representative shall be deemed to alter this disclaimer of warranty, or to create any warranty. Should the Application prove defective, you assume the entire cost of all necessary servicing, repair or correction.
YOU AGREE THAT COMPANY AND THE COMPANY AFFILIATES ARE NOT LIABLE TO YOU FOR DAMAGES OF ANY KIND, WHETHER BASED IN TORT, CONTRACT, STRICT LIABILITY OR OTHERWISE, INCLUDING, WITHOUT LIMITATION, ANY DIRECT, SPECIAL, INDIRECT, INCIDENTAL, CONSEQUENTIAL OR PUNITIVE DAMAGES RESULTING IN ANY WAY FROM OR IN CONNECTION WITH: (I) THE APPLICATION OR THE CONTENT; (II) ANY ERRORS OR OMISSIONS IN THE TECHNICAL OPERATION OR CONTENT OF THE APPLICATION; (III) ANY ACTION TAKEN IN CONNECTION WITH AN INVESTIGATION BY COMPANY, LAW ENFORCEMENT OR OTHER AUTHORITIES REGARDING YOUR USE OF THE APPLICATION OR THE CONTENT; (IV) ANY ACTION TAKEN IN CONNECTION WITH COPYRIGHT OWNERS; OR (V) THE CONDUCT, ACTIONS OR INACTIONS OF APPLICATION USERS OR YOUR INTERACTIONS OR RELATIONSHIPS WITH APPLICATION USERS, EVEN IF COMPANY OR THE COMPANY AFFILIATES HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, WHETHER CAUSED IN WHOLE OR IN PART BY NEGLIGENCE, ACTS OF GOD, TELECOMMUNICATIONS FAILURE, OR THEFT OR DESTRUCTION OF, OR UNAUTHORIZED ACCESS TO, THE APPLICATION OR ITS RELATED INFORMATION OR PROGRAMS.
THE APPLICATION MAY CONTAIN FACTS, OPINIONS, VIEWS, STATEMENTS AND RECOMMENDATIONS OF THIRD PARTY INDIVIDUALS AND ORGANIZATIONS. COMPANY DOES NOT REPRESENT OR ENDORSE THE ACCURACY, TIMELINESS OR RELIABILITY OF ANY FACTS, OPINIONS, VIEWS, STATEMENTS OR RECOMMENDATIONS OR OTHER INFORMATION DISPLAYED, UPLOADED OR DISTRIBUTED THROUGH THE APPLICATION. YOU ACKNOWLEDGE THAT ANY RELIANCE UPON ANY SUCH FACTS, OPINIONS, VIEWS, STATEMENTS OR RECOMMENDATIONS IS AT YOUR SOLE RISK. IN NO EVENT WILL COMPANY OR THE COMPANY AFFILIATES BE LIABLE TO YOU OR ANYONE ELSE FOR LOSS OR INJURY, INCLUDING, WITHOUT LIMITATION, DEATH OR PERSONAL INJURY.
SOME JURISDICTIONS DO NOT ALLOW THE LIMITATION OR EXCLUSION OF CERTAIN WARRANTIES AND CONDITIONS, OR THE DISCLAIMER OF SOME TYPES OF DAMAGES, SO SOME OF THE ABOVE MAY NOT APPLY TO YOU.
BY ACCESSING THIS APPLICATION, REGISTERING WITH THE APPLICATION AND/OR ACCEPTING ANY INFORMATION FROM THIS APPLICATION YOU AGREE TO INDEMNIFY, DEFEND AND HOLD COMPANY AND THE COMPANY AFFILIATES HARMLESS FROM AND AGAINST ANY ACTUAL OR ALLEGED CLAIMS, DEMANDS, CAUSES OF ACTION, JUDGMENTS, DAMAGES, LOSSES, LIABILITIES, AND ALL COSTS AND EXPENSES OF DEFENSE (INCLUDING REASONABLE ATTORNEYS’ FEES AND COURT COSTS) ARISING OUT OF OR RELATING TO: (A) YOUR BREACH OF THIS AGREEMENT; (B) YOUR VIOLATION OF ANY LOCAL, STATE, FEDERAL OR INTERNATIONAL LAW, RULE OR REGULATION; (C) A CLAIM BY A THIRD PARTY THAT IS BASED ON YOUR USE OF THE APPLICATION OR THE CONTENT;(D) INFORMATION OR MATERIAL POSTED OR TRANSMITTED THROUGH YOUR COMPUTER OR ACCOUNT, EVEN IF NOT SUBMITTED BY YOU; (E) ANY MISREPRESENTATION MADE BY YOU; (F) ANY DISPUTE BETWEEN YOU AND ANOTHER USER OF THE APPLICATION; (G) THE THEFT, MISAPPROPRIATION OR DISCLOSURE OF YOUR PASSWORD; (H) YOUR AUTHORIZATION OF ANYONE ELSE TO USE YOUR PASSWORD. YOU WILL COOPERATE AS FULLY AND AS REASONABLY REQUIRED IN COMPANY’S DEFENSE OF ANY CLAIM. COMPANY RESERVES THE RIGHT, AT ITS OWN EXPENSE, TO ASSUME THE EXCLUSIVE DEFENSE AND CONTROL OF ANY MATTER OTHERWISE SUBJECT TO INDEMNIFICATION BY YOU, AND YOU SHALL NOT, IN ANY EVENT, SETTLE ANY MATTER WITHOUT THE WRITTEN CONSENT OF COMPANY.
Links to Third-Party Applications and Services
The Application may provide connectivity or links to other third-party services, websites, applications, software, and other content from third-party providers such as social media partners, wireless carriers, and third-party software application developers (“Third-Party Services”). The Application may allow you to add/configure certain Third-Party Services to your device. Company has no control over, makes no representations or warranties whatsoever about any of the Third-Party Services that you may access, is not responsible for the availability of such Third-Party Services, and does not endorse nor is responsible or liable for any content or other materials on or available from such Third-Party Services. Your use of the Third-Party Services may be subject to additional terms, including software license terms, of those third parties.
Users who utilize the Third-Party Services should be aware that account and other personal information held by those third parties may be transmitted through and stored on Company servers and/or applications located in the United States and elsewhere. You understand and agree that the companies that provide the Third-Party Services may access, use and share certain information about you, if you use the Third-Party Services. You understand and agree Company is not responsible for these companies, or their use of any other of your information. Your use of the Third-Party Services is at your own risk.
Company may assign this contract, in whole or in part, at any time with or without notice to you. You may not assign this contract, or any part of it, to any other person. Any attempt by you to do so is void. You may not transfer to anyone else, either temporarily or permanently, any rights to use all or any part of the Application. To the extent that you allow a third party to use your device, you shall remain solely responsible for the use of the Application by others using the device.
You represent and warrant that (i) you are not located in a country that is subject to a U.S. Government embargo, or that has been designated by the U.S. Government as a “terrorist supporting” country; and (ii) you are not listed on any U.S. Government “watch list” of prohibited or restricted parties, including the Specially Designated Nationals list published by the Office of Foreign Assets Control of the U.S. Treasury or the Denied Persons List published by the U.S. Department of Commerce.
This Agreement constitutes the entire agreement between you and Company governing your use of the Application, superseding any prior agreements between you and Company relating to your use of the foregoing. You may also be subject to additional terms and conditions (including, but not limited to, terms and conditions from your wireless carrier or operator) that may apply to your use of the Application. If any provision of this Agreement is held to be invalid by any law, rule, order or regulation of any government or by the final determination of any state or federal court, such invalidity shall not affect the enforceability of any other provision of this Agreement. The failure of Company to exercise or enforce any right or provision of this Agreement shall not constitute a waiver of such right or provision.
By using the Application, you agree that the statutes and laws of the United States and the State of New York without regard to conflicts of laws principles, will apply to all matters relating to use of the Application and the Services, and you agree that any litigation shall be subject to the exclusive jurisdiction of the state or federal courts in Westchester County, New York, USA. The United Nations Convention on Contracts for the International Sale of Goods (1980) is hereby excluded in its entirety from application to this Agreement. You agree that regardless of any statute or law to the contrary, any claim or cause of action arising out of or related to use of the Application or this Agreement must be filed within one (1) year after such claim or cause of action arose or be forever barred. You further agree that any disputes, claims and causes of action arising out of or connected with the Application and/or this Agreement, will be resolved individually, without resort to any form of class action. The section titles in this Agreement are for convenience only and have no legal or contractual effect.
You acknowledge and agree that your use of the Application may involve you providing an “electronic signature” indicating your desire to use the Application. Your “electronic signature” indicates your acceptance of this Agreement, and your consent to receive communications about this Agreement electronically. In particular, but without limitation, the Application may not be exported or re-exported (a) into any U.S. embargoed countries or (b) to anyone on the U.S. Treasury Department’s list of Specially Designated Nationals or the U.S. Department of Commerce Denied Person’s List or Entity List. By using the Application, you represent and warrant that you are not located in any such country or on any such list. You also agree that you will not use the Application for any purposes prohibited by United States law, including, without limitation, the development, design, manufacture or production of nuclear, missiles, or chemical or biological weapons.
The Application is provided pursuant to this Agreement. In the event of a complaint or concern regarding this Agreement or the Application, or for more information, please contact Company at the following address: MasterCardAppManager@aspirelifestyles.com
Both you and Company acknowledge and agree that no partnership is formed and neither of you nor Company has the power or the authority to obligate or bind the other.
The failure of Company to comply with this Agreement because of an act of God, war, fire, riot, terrorism, earthquake, actions of federal, state or local governmental authorities or for any other reason beyond the reasonable control of Company, shall not be deemed a breach of this Agreement.
This Agreement constitutes a binding agreement between you and Company, and is accepted by you upon your use of the Application. This Agreement constitutes the entire agreement between you and Company regarding the use of the Application.