Updated as of: October 2019 (v 1.0)
INCLUSIVE GROWTH MAP™ SUBSCRIPTION TERMS AND CONDITIONS
THESE INCLUSIVE GROWTH MAP™ SUBSCRIPTION TERMS AND CONDITIONS (the “Terms and Conditions”) govern the use by you, on behalf of which you have the authority to enter into these Terms and Conditions, (“Client”) of the INCLUSIVE GROWTH MAP™ (“Tool”) provided by Mastercard International Incorporated (“ Mastercard”) through a web-based platform accessible via app.inclusivegrowthscore.com (“Website”). These Terms and Conditions shall govern Client’s access to and use of the Tool and Website, including any software, data, reports, performance model or other information or programs accessed, downloaded or created through use of the Tool and Website (collectively, the “Program”) solely for educational, informational and non-commercial purposes by the Client in the United States (the “Registered Location”). Client’s use of the Website and Program is also governed by the Mastercard Global Privacy Notice, the terms of which are located at the bottom of the Website.
BY REGISTERING TO USE THE PROGRAM, CLIENT SIGNIFIES ITS ACCEPTANCE OF THESE TERMS AND CONDITIONS, INCLUDING THOSE CONTAINED IN THE MASTERCARD GLOBAL PRIVACY NOTICE, IN CLIENT’S USE OF THE PROGRAM.
Mastercard has the right to revise these Terms and Conditions at any time by posting the revised Terms and Conditions on the Website and providing Client with notice of such revised Terms and Conditions. All changes are effective immediately when Mastercard posts them to the Website. Client’s continued use of the Website and the Program, after any changes to these Terms and Conditions have been posted, shall be deemed Client’s acceptance of those revisions.
The Tool is a web-based service that enables users to do the following (collectively, the “Basic Functionality”):
The Basic Functionality may be changed at any time in Mastercard’s sole discretion, including increasing or reducing the scope of Basic Functionality. Fee-based or complimentary upgrades to the Basic Functionality may also be made available on a subscription basis in a form as determined by Mastercard in its sole discretion. These Terms and Conditions will apply to Client’s use of the Program at all times, during subscription periods, trial periods or otherwise, unless expressly superseded by terms Mastercard introduces specific to any changes or upgrades to Basic Functionality.
Mastercard hereby grants to authorized user(s) of Client a personal, limited, non-exclusive, revocable right to use and access the Program, the underlying data and information generated by the Program, and any Mastercard Technologies (as defined below), solely in the United States for informational, educational and non-commercial purposes, without the right to assign, transfer or sublicense access to the Program, any material generated by or derivative to the Program, , and any Mastercard Technologies in any way, and any such attempt to assign, transfer or sublicense will be null and void. Client shall not create any derivative works of or from the Program. Client agrees not to reverse engineer, decompile or disassemble any part of the Program or Mastercard Technologies, whether directly or indirectly, save as expressly permitted under applicable law, and Client may not rent, lease, lend, resell, or host for or on behalf of third parties any information generated by or derivative to the Program. In addition, Client agrees that the Program is designed for educational, non-commercial use.
Client may not reproduce, re-sell, re-distribute, or publish in part, or summarized or excerpted, in any format for any purposes without Mastercard’s prior written consent. Client may not combine any information generated by the Program with any content (i) in a manner that states or suggests that Mastercard or any information generated by the Program is endorsing, sponsoring, or affiliated with any of the Client’s such third party products or services, (ii) making any recommendations or providing advice as to any securities or securities markets, or (iii) to create a commercially available product, index, or similar item. Client shall at all times list Mastercard as the source of information generated by or derivative to the Program. .Client shall not change, obscure, or remove any copyright or other legal notice or legend on or within any information generated by the Program, the Website or any other material. Client agrees that Mastercard owns or has licensed all rights and intellectual property rights in the Tool, Website and Program and website, and all related trademarks, service marks, logos, names, trade names, data, websites, methodologies, models, and concepts (“Mastercard Intellectual Property”). Client is not granted any rights, permission, or license to use any Mastercard Intellectual Property other than in connection with the license granted herein. Subscriber will not directly or indirectly or publicly or otherwise question or contest the validity and/or value of, or disparage the Tool, the Website, Mastercard’s Intellectual Property, or Mastercard’s rights therein.
Mastercard has created the Tool in compliance with all applicable laws and regulations. The information generated by the Program is derived from various sources, including anonymized and aggregated sales data. While Mastercard has made best efforts to validate certain assumptions and estimates with respect to the underlying data used, Mastercard makes no representation or warranty of any kind as to the accuracy, reliability, or completeness of the content. Various assumptions and estimates may have been made in connection with the analyses conducted by the Program, which may or may not be realized. Any changes in facts, conditions, or such assumptions or estimates also may have a material effect on the statements or conclusions generated by the Program. Mastercard makes no representations as to the fitness for any purpose or otherwise, express or implied, as to the information provided by the Program, which is provided “as is”.
All uses of the Program by a Client are at Client’s sole determination and risk. Mastercard is not responsible for Client’s use of or reliance on information provided by the Program.
Mastercard reserves the right to discontinue provision of the Program in whole or in part at any time, at which time any license granted herein shall be deemed revoked, without any recourse by Client and with no further obligation owing by Mastercard.
A. Client represents and warrants to Mastercard that it is authorized to agree to these Terms and Conditions and to receive, access, and use the Program, and all such data and Client’s use of such data will not violate applicable law or any third party rights.
B. Client shall indemnify, defend and hold harmless Mastercard, its employees, officers, agents, representatives, affiliates, and contractors from and against any claims, demands, loss, damage or expense (including reasonable attorneys’ fees) with respect to any and all claims arising out of or relating to: (i) Client’s breach of these Terms and Conditions or any representation, warranty or covenant herein; or (ii) Client’s use of the Program.
C. Client shall solely be responsible for its access to the Program and shall safeguard and maintain confidential login information, including user IDs, passwords, and other secure identification mechanisms, whether provided or created through direct user account creation, email, or instructions provided to administrators, sales agents, and customer service representatives. Client shall not disclose or share its login information with any other person. In addition, Client shall be responsible for all user activity within the Program related to Client’s use.
The Website includes copyrighted and copyrightable materials, and materials protected by intellectual property rights, including, without limitation, the Mastercard trademark, logo, design, text, graphics, forms and any other applicable materials, including the selection and arrangement of such elements, and is owned by Mastercard or its licensors. In addition, the entire Website is copyrighted as a collective work under the United States and other copyright laws. Client shall not use, frame or utilize framing techniques to enclose the Website, or any individual element or materials within the Website or create a link to the Website accessing such elements or materials, including without limitation, Mastercard’s trademarks, logos or other proprietary information (including any information provided within the Tool, the content of any text, or the layout and design of any page or form contained on a page) without Mastercard’s prior written consent.
In addition, Client shall not:
MASTERCARD RETAINS THE RIGHT TO DENY ACCESS TO THE WEBSITE TO ANYONE WITHOUT NOTICE AT ITS COMPLETE DISCRETION FOR ANY REASON, INCLUDING FOR VIOLATION OF ANY OF THESE TERMS AND CONDITIONS, INCLUDING ANY USE RIGHTS.
Except for the limited license granted above, the parties acknowledge and agree that Mastercard owns all right, title and interest in and to the Program, including the Website, Tool, the underlying data and information generated therein, Mastercard’s trademarks, logos and product names, and any Mastercard Technologies contained therein. “Mastercard Technologies” means the proprietary capabilities, technologies, logic, methodologies, source code, know-how, intellectual property, data and/or algorithms that Mastercard uses to perform its services or provide information within the Tool under these Terms and Conditions.
A. Nothing in these Terms and Conditions shall limit or exclude either party's liability: (a) to the extent it is caused by fraud, dishonesty or deceit; (b) for death or personal injury caused by its (or its agents') negligence; or (c) which may not otherwise be limited or excluded under applicable law.
B. Except as set out in clause 5A and to the extent permitted by applicable law, Mastercard accepts no liability to Client whatsoever arising under its provision of the Program and these Terms and Conditions. These limitations apply regardless of whether the liability is based on breach of contract, tort (including without limit negligence), strict liability, breach of warranties, failure of essential purpose, or any other legal theory.
C. NOTWITHSTANDING ANYTHING TO THE CONTRARY HEREIN (EXCEPT AS SET OUT IN CLAUSE 5A), TO THE EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT SHALL MASTERCARD BE LIABLE TO CLIENT UNDER ANY LEGAL THEORY, INCLUDING WITHOUT LIMITATION, TORT (INCLUDING WITHOUT LIMIT NEGLIGENCE), CONTRACT, OR STRICT LIABILITY, FOR ANY SPECIAL, INDIRECT, INCIDENTAL, CONSEQUENTIAL, PUNITIVE OR EXEMPLARY DAMAGES, FOR LOSS OF PROFITS, GOODWILL, OR ECONOMIC LOSS, REGARDLESS OF WHETHER MASTERCARD KNEW OR SHOULD HAVE KNOWN OF THE POSSIBILITY OF SUCH DAMAGES.
D. THE CONTENT OF THE TOOL ARE INTENDED SOLELY AS A RESEARCH TOOL FOR INFORMATIONAL PURPOSES AND NOT AS INVESTMENT ADVICE OR RECOMMENDATIONS FOR ANY PARTICULAR ACTION OR INVESTMENT AND SHOULD NOT BE RELIED UPON, IN WHOLE OR IN PART, AS THE BASIS FOR DECISION-MAKING OR INVESTMENT PURPOSES. THE REPORTS ARE PROVIDED “AS-IS,” AND MASTERCARD MAKES NO WARRANTIES, EXPRESS OR IMPLIED, CONCERNING THE REPORTS. WITHOUT LIMITATION, MASTERCARD HEREBY EXCLUDES AND DISCLAIMS ALL EXPRESS OR IMPLIED WARRANTIES AND CONDITIONS TO THE EXTENT PERMITTED BY LAW, INCLUDING BUT NOT LIMITED TO, ANY IMPLIED WARRANTY, CONDITION OR TERM OF MERCHANTABILITY, SATISFACTORY QUALITY, ACCURACY, COURSE OF DEALING, NON-INFRINGEMENT, FITNESS FOR A PARTICULAR PURPOSE OR ANY WARRANTY THAT THE DATA WILL BE ERROR-FREE.
A. “Confidential Information” means any information, , insights, Mastercard Technologies, data, plans, materials, processes, methodologies and concepts, in whatever form embodied (e.g., oral, written, electronic) owned by Mastercard, no matter how or by what party such information, materials, or concepts were transmitted, where such information is transmitted or collected in the course of the performance of these Terms and Conditions. Confidential Information shall not include any information which: (i) is already in the public domain at the time of disclosure (through a source other than Client); (ii) enters the public domain after disclosure through no fault of Client; (iii) is already known to Client at the time of disclosure (as evidenced by written records); (iv) was independently developed by Client without use of or reference to any Confidential Information (as evidenced by written records); or (v) is subsequently disclosed to Client by third parties having no obligation of confidentiality to Mastercard.
B. During the term of Program use and for seven (7) years thereafter, Client shall: (i) use Confidential Information only in connection with these Terms and Conditions; (ii) not copy any Confidential Information; and (iii) not disclose Confidential Information to any third party.
C. Privacy. Mastercard respects your privacy and the Mastercard Global Privacy Notice explains our privacy practices with respect to the Program in detail.
Mastercard shall not be liable for loss or damage or be deemed to be in default under these Terms and Conditions if its failure to perform its obligations results from or is attributable to any act of God, natural disaster, fire, strike, embargo, war, threat of terrorism, insurrection, strike, riot or other cause or circumstance beyond Mastercard’s reasonable control.
This Website may link directly or indirectly to external websites operated by third parties. The availability or content of such third party websites are not controlled by Mastercard and Mastercard has no control over these third party websites. In particular, Mastercard does not adopt the contents of such third party websites as its own and does not assume any responsibility or liability for the contents or safety of such third party websites.
No waiver by Mastercard of any terms within these Terms and Conditions shall be effective unless expressly made in a signed writing. If any provision of these Terms and Conditions is held by a court of competent jurisdiction to be unenforceable or invalid in any respect, this shall not affect any other provision, and these Terms and Conditions shall be automatically construed as if such unenforceable or invalid provisions had never been a part of these Terms and Conditions. All representations and warranties, and all commitments (i) to indemnify, defend, hold harmless, or (ii) relating to confidentiality, limitations on liability, rights and obligations upon termination, and jurisdiction, and any other provision by its nature that is meant to survive, shall survive any termination of these Terms and Conditions. These Terms and Conditions may not be assigned, transferred or sublicensed by Client and any attempted assignment, transfer or sublicense by Client shall be null and void. These Terms and Conditions and the respective rights and obligations of the parties hereto (and any non-contractual obligations arising therefrom) shall be governed by the laws of the State of New York without reference to its conflict-of-laws or similar provisions. The federal and state courts located in the State of New York shall have the exclusive jurisdiction over any actions or disputes related to these Terms and Conditions.
Except as provided herein, these Terms and Conditions constitute the entire agreement between Client and Mastercard pertaining to their subject matter. Neither party shall have any remedy in respect of any untrue statement made by the other upon which that party relied in entering into these Terms and Conditions (unless such untrue statement was made fraudulently) and that party's only remedies shall be for breach of contract as provided in these Terms and Conditions.