MasterCard International Incorporated ("MasterCard") has developed Simplify Commerce, a new service that allows merchants to accept credit and debit card payments online ("Simplify Commerce"). MasterCard provides application programming interfaces, a sandbox, and other developer tools (collectively, the "Simplify Commerce Developer Tools") to help developers quickly add Simplify Commerce to their merchant customers’ online stores. At present, Simplify Commerce may be used only by businesses and individuals located in the United States.

These Developer Terms of Use ("Developer TOU") and the Simplify Commerce Privacy Notice (the "Simplify Commerce Privacy Notice") are a legal agreement between you and MasterCard. BY CREATING A DEVELOPER ACCOUNT (DEFINED BELOW), WHICH INCLUDES CLICKING TO ACCEPT THESE DEVELOPER TOU, YOU AGREE TO ALL OF THE TERMS AND CONDITIONS IN THESE DEVELOPER TOU and THE PRIVACY NOTICE, AND ALL OTHER RULES, POLICIES AND PROCEDURES RELATING TO SIMPLIFY COMMERCE AND THE SIMPLIFY COMMERCE DEVELOPER TOOLS THAT MASTERCARD MAY PUBLISH FROM TIME TO TIME. "You" (and all derivations thereof) means you individually, and if you are accepting these Developer TOU on behalf of a company or other legal entity, that legal entity. You represent and warrant that, you are either a legal resident of the United States and, if you are entering into these Developer TOU on behalf of a legal entity, you have the authority to bind such legal entity, and that such legal entity is authorized to conduct business by the state in which you operate. IF YOU DO NOT AGREE TO THESE DEVELOPER TOU, YOU MAY NOT CREATE A DEVELOPER ACCOUNT OR USE THE SIMPLIFY COMMERCE DEVELOPER TOOLS.

1. 1. Registration. If you wish to integrate Simplify Commerce into your customer’s online store (the "Integration"), you must first create a developer account with MasterCard for that Integration (a "Developer Account"). If MasterCard accepts your request to create a Developer Account, MasterCard will issue you one or more unique security certificates, tokens, passwords, and other credentials (collectively, "Credentials"), for authentication, account management, and other purposes. The Credentials are MasterCard’s property and you may only use them for the purpose of creating the Integration. As a condition to creating a Developer Account and receiving Credentials, MasterCard may require you to submit certain information about you and the merchant for whom you are creating the Integration (the "Merchant") that will allow MasterCard to confirm the Merchant’s and your identity. MasterCard may, in its sole discretion, accept or reject your request to create a Developer Account. Once the Integration is ready to go live, the Merchant will create a merchant account with MasterCard (a "Merchant Account"), which shall be governed by the Merchant Terms of Use.
2. 2. Protecting Your Account Information. You are responsible for keeping your Developer Account password and your Credentials confidential and for all activities that occur through your Developer Account, including the activities of others. You agree to immediately notify MasterCard of any breach or unauthorized use of your Developer Account or Credentials. MasterCard reserves the right to require you to alter your password if MasterCard believes your password is no longer secure. You are responsible for maintaining up-to-date and accurate information (including a current e-mail address and other required contact information) for your Developer Account.
3. 3. Open Source; Restrictions.
   1. a. Open Source. Certain of the Simplify Commerce Developer Tools have been (and in the future may be) released by MasterCard under an Open Source license and are or will be subject to the terms of the applicable Open Source license. For any other Simplify Commerce Developer Tools not released under an Open Source license, so long as you comply with these Developer TOU, MasterCard grants you a limited, nonexclusive, as-is, revocable, nontransferable license, without right of sublicense, to use the Simplify Commerce Developer Tools, including any updates that MasterCard may make generally available from time to time, solely for purpose of creating and testing the Integration.
   2. b. Restrictions Unless such restriction is prohibited by the terms of an applicable Open Source license in the case of any Simplify Commerce Developer Tool to which an Open Source license has been applied by MasterCard, you may not use the Simplify Commerce Developer Tools for any other purpose and may not, or allow any other party to:
      1. i. reverse engineer, disassemble, reconstruct, or decompile any object code relating to Simplify Commerce or furnished as part of the Simplify Commerce Developer Tools;
      2. ii. gain access to or use of MasterCard’s services or systems, other than the Simplify Commerce Developer Tools, or damage, disrupt, or impede the operation of MasterCard’s services or systems;
      3. iii. engage in fraudulent or illegal conduct of any kind that is related in any way to Simplify Commerce or the Simplify Commerce Developer Tools;
      4. iv. restrict, inhibit, or engage in any activity that prevents any other developer from using Simplify Commerce or the Simplify Commerce Developer Tools;
      5. v. request, collect, solicit, or otherwise obtain access to Credentials or open a Developer Account or Merchant Account by automated means or under false or fraudulent pretenses;
      6. vi. sell, transfer, sublicense, or otherwise disclose your Credentials;
      7. vii. circumvent or modify any Credentials or other security mechanism used by MasterCard;
      8. viii. use your Credentials or the Simplify Commerce Developer Tools, either directly or indirectly, for purposes other than in connection with the Integration;
      9. ix. use the Simplify Commerce Developer Tools for the benefit of a Simplify Commerce competitor or to compete with Simplify Commerce;
      10. x. republish, post, transmit, sell or otherwise distribute the Simplify Commerce Developer Tools;
      11. xi. use or launch any automated system, including without limitation, "robots," "spiders," or "offline readers," that accesses Simplify Commerce or the Simplify Commerce Developer Tools in a manner that sends more request messages to MasterCard’s servers in a given period of time than a human can reasonably produce in the same period by using a conventional online web browser;
      12. xii. rent, lease, loan, trade, sell/re-sell or otherwise charge any party for access to the Simplify Commerce Developer Tools; or
      13. xiii. transmit any viruses, worms, defects, Trojan horses, or any programming of a destructive nature.
4. 4. Modifications to Simplify Commerce. While MasterCard currently makes the Simplify Commerce Developer Tools available free of charge, MasterCard may in the future charge for some or all of the Simplify Commerce Developer Tools (or additional features or functionality) at any time, in its sole discretion. MasterCard may also discontinue, modify, or change Simplify Commerce, the Simplify Commerce Developer Tools (including the APIs), or MasterCard’s service and systems at any time. Such changes may require you to update the Integration at your own cost so that the Integration remains compatible with, and interfaces accurately with, Simplify Commerce. MasterCard will have no liability or obligation to you with regard to any modifications or changes it makes to Simplify Commerce, the Simplify Commerce Developer Tools (including APIs), or MasterCard’s services or systems.
5. 5. Grant of License; Proprietary Rights.
   1. Grant of License. Subject to your full compliance with the terms and conditions of these Developer TOU, MasterCard grants you a limited, nonexclusive, as-is, revocable, nontransferable, non-sublicensable license to use the Simplify Commerce Developer Tools solely for the purposes of developing, testing, using and adding Simplify Commerce to their merchant customers’ online stores. The foregoing license and your use of the Simplify Commerce Developer Tools are also subject to any and all instructions and documentation MasterCard may, from time-to-time provide in connection with Simplify Commerce. This Agreement relates solely to developing, testing, using and adding Simplify Commerce to a merchant’s customers’ online store and other MasterCard approved development activities and does not grant you any right or license to conduct or process transactions using MasterCard’s services or systems which may be subject to a separate agreement between you and MasterCard. As further described in in the following subsections and except as expressly provided in that Section, neither the foregoing license nor any other provision of these Developer Terms of Use grants you any license or right to use and you may not use any MasterCard brands.
   2. MasterCard Property. MasterCard retains all right, title and interest, including without limitation all intellectual property rights, in and to (i) the Simplify Commerce Developer Tools and any derivative works and compilations based on the foregoing, (ii) Simplify Commerce and the Simplify Commerce Developer Tools (including APIs), (iii) MasterCard’s systems and services, (iv) all names, trade names, trademarks, service marks, slogans, logos, domain names, or other indicia of MasterCard, including without limitation "Simplify Commerce" (the "MasterCard Brands"); (v) all Feedback (as defined below); and (vi) all MasterCard Confidential Information (as defined below) MasterCard’s systems and services, (collectively the “MasterCard Property”). You may not use any information of the Simplify Developer Tools provided by MasterCard to dispute or contest the validity of MasterCard’s intellectual property rights in the MasterCard Property. Doing so will constitute a material, non-curable breach of this Agreement.
   3. Feedback. You may provide feedback, suggestions comments, improvements, and ideas (collectively "Feedback") to MasterCard but you are not required to do so. MasterCard is not required to hold such feedback in confidence. MasterCard may use Feedback for any purpose without obligation of any kind. You assign all right, title, and interest in and to any Feedback that you provide to MasterCard and MasterCard may use, implement and exploit any Feedback in any manner without restriction and without any obligation of confidentiality, attribution, accounting, compensation or other duty to account. To the extent a license is required under your intellectual property rights to make use of the Feedback, you grant MasterCard an irrevocable,non-exclusive, perpetual, world-wide, transferable, sublicensable, royalty-free, fully paid-up license to use the Feedback in connection with MasterCard’s business. You forever waive and agree never to assert against MasterCard and its business partners, employees, representative, affiliates, successors and licensees any and all moral Rights, as defined below, that you may have in the Feedback even after expiration or termination of this Agreement, to the extent permitted by applicable law. “Moral Rights” means any right to claim authorship of a work, any right to object to any distortion or other modification of a work, and any similar right, existing under the law of any country, or under any treaty.
   4. MasterCard reserves all rights in the MasterCard Property not expressly granted to you in these Developer TOU. Without limitation of the foregoing, you have no right to use the MasterCard Brands in any manner except as may be expressly permitted by MasterCard in advance in writing and in accordance with MasterCard’s then-current trademark use guidelines. MasterCard reserves all rights in the MasterCard Property not expressly granted to you in these Developer TOU. Without limitation of the foregoing, you have no right to use the MasterCard Brands in any manner except as may be expressly permitted by MasterCard in advance in writing and in accordance with MasterCard’s then-current trademark use guidelines.
   5. During the term of these Developer TOU, you hereby grant MasterCard the right to list you as a user of the Simplify Commerce Developer Tools in any descriptions of Simplify Commerce or the Simplify Commerce Developer Tools and related promotional and marketing materials; provided however, that MasterCard has no obligation to do so.
6. 6. Your Warranties. You represent and warrant to MasterCard that (a) the information you provide to MasterCard in connection with your creation of a Developer Account and use of the Simplify Commerce Developer Tools is true and correct; (b) you will comply with all applicable local, state, federal, and international laws, rules, and regulations; (c) if you are a natural person, you are at least eighteen (18) years of age or, if you are under eighteen (18) years of age, you have obtained the consent of your parent or legal guardian to agree to these Developer TOU; (d) you are eligible to register and use Simplify Commerce and have the right, power, and ability to enter into and perform under these Developer TOU; and (e) you have obtained the consent of any Merchant on behalf of which you create a Merchant Account or perform an Integration.
8. 7. Indemnification. You agree to indemnify and hold harmless MasterCard and its business partners, employees, representatives and affiliates (the "MasterCard Parties") from and against any and all claims, liabilities, damages (actual and consequential), losses, fines, and expenses (including, but not limited to, legal and other professional fees and costs of investigation) arising from or in any way related to (a) your use of Simplify Commerce or the Simplify Commerce Development Tools; (b) your (or anyone using your account’s) breach of these Developer TOU; (c) the Integration; or (d) use of the Integration by the Merchant or its customers, including claims of intellectual property infringement, breach of privacy or violation of applicable law arising under any of the foregoing clauses. You may not enter into any stipulated judgment or settlement that purports to bind MasterCard without MasterCard’s prior express written authorization, which will not be unreasonably withheld or delayed.
9. 8. Disclaimer of Warranties; No Warranties. SIMPLIFY COMMERCE, THE SIMPLIFY COMMERCE DEVELOPER TOOLS AND THE CREDENTIALS ARE PROVIDED "AS IS," "AS AVAILABLE," AND WITH ALL FAULTS. MASTERCARD DISCLAIMS ALL WARRANTIES, EXPRESS AND IMPLIED, INCLUDING, BUT NOT LIMITED TO, ANY WARRANTIES OF MERCHANTABILITY, QUALITY OF INFORMATION, QUIET ENJOYMENT, NON- INFRINGEMENT, TITLE, AND FITNESS FOR A PARTICULAR PURPOSE. MASTERCARD DOES NOT WARRANT THAT SIMPLIFY COMMERCE OR THE SIMPLIFY COMMERCE DEVELOPER TOOLS WILL BE ERROR FREE, UNINTERRUPTED, FREE FROM SPYWARE, MALWARE, ADWARE, VIRUSES, WORMS, OR OTHER MALICIOUS CODE, OR WILL FUNCTION TO MEET YOUR REQUIREMENTS. MASTERCARD DOES NOT WARRANT THAT SIMPLIFY COMMERCE OR THE SIMPLIFY COMMERCE DEVELOPER TOOLS WILL WORK ON YOUR HARDWARE, WITH YOUR OPERATING SYSTEMS, OR WITH ANY OTHER SOFTWARE INSTALLED ON YOUR COMPUTERS. INFORMATION OBTAINED BY YOU FROM MASTERCARD WILL NOT CREATE ANY WARRANTIES. YOU ASSUME ALL RISKS ASSOCIATED WITH YOUR USE OF SIMPLIFY COMMERCE, THE SIMPLIFY COMMERCE DEVELOPER TOOLS AND CREDENTIALS, AND YOUR DEVELOPMENT AND USE OF THE INTEGRATION. IT IS YOUR SOLE RESPONSIBILITY TO DETERMINE WHETHER SIMPLIFY COMMERCE AND THE SIMPLIFY COMMERCE DEVELOPER TOOLS ARE SUITABLE AND ADEQUATE FOR YOUR NEEDS.
10. 9. Limitation of Liability.
    1. REGARDLESS OF WHETHER ANY REMEDY IN THIS AGREEMENT FAILS OF ITS ESSENTIAL PURPOSE OR OTHERWISE, THE MASTERCARD PARTIES ARE NOT AND SHALL NOT BE LIABLE TO YOU FOR ANY DIRECT, INDIRECT, SPECIAL, PUNITIVE, EXEMPLARY, CONSEQUENTIAL, OR ANY OTHER DAMAGES WHATSOEVER, INCLUDING, BUT NOT LIMITED TO, ANY 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 THESE DEVELOPER TOU, YOUR USE OF SIMPLIFY COMMERCE, THE SIMPLIFY COMMERCE DEVELOPER TOOLS OR THE CREDENTIALS, OR IN CONNECTION WITH THE INTEGRATION, EVEN IF ANY OF THE MASTERCARD PARTIES HAVE BEEN ADVISED OF THE POSSIBILITY OF THOSE DAMAGES. YOU WAIVE ANY AND ALL CLAIMS, NOW KNOWN OR LATER DISCOVERED, THAT YOU MAY HAVE AGAINST THE MASTERCARD PARTIES ARISING OUT OF SIMPLIFY COMMERCE, THE SIMPLIFY COMMERCE DEVELOPER TOOLS, THE CREDENTIALS, THE INTEGRATION, OR THESE DEVELOPER TOU.
    2. NOTWITHSTANDING THE FOREGOING, 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 SHALL NOT, UNDER ANY CIRCUMSTANCES, EXCEED ONE HUNDRED DOLLARS ($100).
    3. THE FOREGOING LIMITATIONS AND EXCLUSIONS APPLY EXCEPT TO THE EXTENT EXPRESSLY PRECLUDED BY APPLICABLE LAW. IN SUCH JURISDICTIONS, ALL OR A PORTION OF THE ABOVE LIMITATIONS MAY NOT APPLY TO YOU AND THE SCOPE AND DURATION OF MASTERCARD’S WARRANTIES AND THE EXTENT OF MASTERCARD’S LIABILITY WILL BE THE MINIMUM PERMITTED UNDER SUCH APPLICABLE LAW.
11. 10. Confidential Information. "MasterCard’s Confidential Information" includes the Simplify Commerce Developer Tools and any other information that (a) gives MasterCard a competitive business advantage, gives MasterCard the opportunity to obtain a competitive business advantage, or the disclosure of which could be detrimental to MasterCard’s interests; or (b) which is either (i) marked "Confidential," "Restricted," "Proprietary Information," or other similar marking, (ii) known to be considered confidential and proprietary, (iii) received under circumstances reasonably interpreted as imposing an obligation of confidentiality, or (iv) "confidential transaction data", as defined in the MasterCard Rules, Maestro Global Rules, and Cirrus Worldwide Operating Rules (currently available here). You will treat all MasterCard Confidential Information as strictly confidential and use the same degree of care to prevent disclosure of MasterCard’s Confidential Information as you would use with respect to your own most confidential and proprietary information and, under no circumstances, less than the care that a reasonable person would take under the circumstances. Except as expressly provided in these Developer TOU, you may not use or disclose any MasterCard Confidential Information without MasterCard’s prior written consent, except as required by your employees and agents on a need-to-know basis in order to fulfill your obligations under these Developer TOU; provided that those employees or agents have executed written agreements that are at least as protective of MasterCard’s rights to the MasterCard Confidential Information as those contained in these Developer TOU. On termination of this Agreement or on MasterCard’s written request at any time, you will destroy or return to MasterCard all MasterCard Confidential Information in your custody or control. This provision will survive any termination of this Agreement for so long as you have in your possession any MasterCard Confidential Information.
12. 11. Term and Termination.
    1. a. These Developer TOU will be effective until terminated as provided herein. MasterCard may suspend or terminate your use of the Simplify Commerce Developer Tools or these Developer TOU at any time, without cause or prior notice. In addition, this Agreement will terminate automatically on your breach of any of its terms. Without limitation of the foregoing, MasterCard may, in its sole discretion, suspend or revoke your Developer Account at any time if (i) your contact information is not up-to-date or you do not respond to communications directed to you; (ii) the information you have provided to obtain your Developer Account is false, inaccurate, not current, or incomplete; (v) you or the Merchant is engaged in illegal activity; (vi) you have breached, or MasterCard reasonably believes you are about to breach, this Agreement or any other agreement between you and MasterCard.
    2. b. You may terminate this Agreement for any reason or no reason at all, at your convenience, by sending a written notice to MasterCard at support@simplify.com with the word "terminate" in the subject line and by ceasing all use of Simplify Commerce and the Simplify Commerce Developer Tools.
    3. Remedies. You acknowledge and agree that your breach of these Developer TOU relating to the licenses granted herein and your use of MasterCard’s Confidential Information may result in irreparable harm and permanent injury to MasterCard for which monetary damages would be an inadequate remedy. Consequently, you acknowledge and agree that, in such circumstances, MasterCard will be entitled to seek and obtain, without the posting of a bond, in addition to all other remedies available to MasterCard, at law or in equity, immediate injunctive relief to prevent or stop any breach of those provisions.
    4. d. On termination of this Agreement for any reason, the rights and licenses granted to you will immediately terminate. You will, however, remain responsible for notifying the Merchant that your right to use Simplify Commerce and the Simplify Commerce Developer Tools has terminated. The terms, conditions, and warranties contained in these Developer TOU that by their nature and context are intended to survive the termination of these Developer TOU shall survive, including, but not limited to Sections 5 (Ownership and Rights), 6 (Your Warranties), 7 (Indemnification), 8 (Disclaimer of Warranties), 9 (Limitation of Liability), 10 (Confidential Information), 11.c (Term and Termination), 12 (Remedies), and 16 (Miscellaneous).
13. 12. Remedies.You acknowledge and agree that your breach of this Agreement relating to the licenses granted herein and your use of MasterCard’s Confidential Information may result in irreparable harm and permanent injury to MasterCard for which monetary damages would be an inadequate remedy. Consequently, you acknowledge and agree that, in such circumstances, MasterCard will be entitled to seek and obtain, without the posting of a bond, in addition to all other remedies available to MasterCard, at law or in equity, immediate injunctive relief to prevent or stop any breach of those provisions.
14. 13. U.S. Use Only and Government Restrictions.
    1. a. United States Use Only. Simplify Commerce and the Simplify Commerce Developer Tools may only be used by individuals and businesses located in the United States. You may not export the Simplify Commerce Developer Tools or use them to create an Integration for an individual or business located outside the United States.
    2. b. Government Restrictions. With respect to use of Simplify Commerce, the Simplify Commerce Developer Tools or MasterCard Confidential Information by or on behalf of the federal government, the technical data and software rights related to all of the foregoing provided by MasterCard include only those rights and licenses provided pursuant to these Developer TOU and are provided in accordance with FAR 12.211 (Technical Data) and FAR 12.212 (Software) and, for Department of Defense transactions, DFAR 252.227-7015 (Technical Data – Commercial Items) and DFAR 227.7202 (Commercial Computer Software or Computer Software Documentation).
15. 14. Privacy. MasterCard recognizes the importance of respecting the privacy of those who visit its websites and use its products and services. The Simplify Commerce Privacy Notice provides a description of how MasterCard collects, uses, shares and protects your personal information, as well as the choices and access rights you have in regards to such personal information.
16. 15. Additional Terms. In addition to the terms and conditions in these Developer TOU, your use of Simplify Commerce and the Simplify Commerce Development Tools is subject to any other agreements between you and MasterCard relating to other products and services you obtain from MasterCard, which are incorporated into this Agreement by reference. MasterCard may also make additional material available for download or use which may have additional terms and conditions. All additional terms and conditions are incorporated into and are a part of these Developer TOU. In the event of a conflict between these Developer TOU and any additional terms and conditions, the additional terms and conditions will control only with respect to their specific subject matter.
17. 16. Miscellaneous.
    1. a. Notifications. Unless provided otherwise by MasterCard in connection with Simplify Commerce, all notices required from you under this Agreement must be sent to support@simplify.com or any other address(es) specified by MasterCard from time-to-time, in its sole discretion.
    2. b. Entire Agreement. These Developer TOU constitute the entire agreement between you and MasterCard with regard to their subject matter.
    3. c. TOU Modifications. MasterCard may, at any time and from time-to-time, change the terms of these Developer TOU or provide other disclosures and notices regarding Simplify Commerce or the Simplify Commerce Developer Tools by posting them on the Simplify Commerce site. You will be deemed to have received those disclosures and notices within 24 hours after MasterCard posts them on the Simplify Commerce site. If you do not accept those revisions to these Developer TOUs, the Simplify Commerce or the Simplify Commerce Developer Tools, your only recourse is to stop using the Simplify Commerce Developer Tools and to terminate these Developer TOU by sending a termination notice to MasterCard as described in Section 11.b before the effective date of the revisions. Your continued use of Simplify Commerce or the Simplify Commerce Developer Tools after such effective date will constitute your acceptance of those revisions.
    4. d. Relationship of the Parties. These Developer TOU do not create and shall not be construed as creating a joint venture, co-ownership, partnership, franchise, or agency relationship between you and MasterCard.
    5. e. MasterCard Third Party Beneficiaries. You acknowledge and agree that each affiliate of MasterCard is a third party beneficiary to these Developer TOU and that MasterCard’s affiliates are entitled to directly enforce, and rely upon, any provision of these Developer TOU which confers a benefit on (or provides rights in favor of) them. No other person or company is a third party beneficiary to these Developer TOU.
    6. f. Governing Law. These Developer TOU will be construed, interpreted, and performed exclusively according to the laws of the State of New York, without giving effect to any principles of conflicts of law or the UN Convention on the International Sale of Goods. Any action at law or in equity arising out of or directly or indirectly relating to these Developer TOU may be instituted only in the Federal or state courts located in Westchester County, New York. You and MasterCard consent and submit to the personal jurisdiction of those courts for the purposes of any action related thereto and waive any objection thereto, including forum non conveniens. You agree that regardless of any statute or law to the contrary, any claim or cause of action that you may have arising out of or related to these Developer TOU must be filed within one (1) year after the claim or cause of action arose.
    7. g. Waiver. MasterCard’s failure or delay to exercise or enforce any right or provision of these Developer TOU or any rights under applicable law shall not constitute a waiver of any of those provisions or rights. If any provision of these Developer TOU is found by a court of competent jurisdiction to be invalid, the parties nevertheless agree that the court shall endeavor to give effect to the parties’ intentions as reflected in the provision, and the other provisions of these Developer TOU remain in full force and effect.
    8. h. Headings. The section headings in these Developer TOU are for convenience only and have no legal or contractual effect.
    9. i. Assignment. You may not assign or transfer your rights or obligations under these Developer TOU. Any purported or assignment in violation of the foregoing will be invalid.
    10. j. Force Majeure. MasterCard shall not be liable for any delay or failure to perform its obligations hereunder resulting from any cause beyond its reasonable control, including without limitation, telecommunications, power or utility failures.