TERMS OF USE
OF THE
FIRST DATA BRAND CENTER


Revised June 12, 2008
These Terms of Use set forth the terms and conditions that govern your use of the First Data Independent Sales (FDIS) Brand Center website ("Brand Center"). You should print a copy of these Terms of Use for your records. Whenever you use or access the Brand Center and the Content (as defined below) you agree to be bound by these Terms of Use. We may amend or change these Terms of Use from time to time in our sole discretion by posting the amended Terms of Use on the Brand Center. If these Terms of Use are unacceptable to you at any time, discontinue your use of the Brand Center.

Persons authorized to use the Brand Center are First Data employees and third parties who have contracted with First Data as reseller's of First Data's products and services ("Authorized User"). To request access to the Brand Center, go to the "Register for access to Brand Center" link on the login page and complete the information.

These Terms of Use are in addition to those contained in any employment, agent, or independent sales office agreement you have as an Authorized User with First Data Corporation or its Affiliate companies. All of the terms and conditions contained in your agreement with First Data apply to your use of the Brand Center. To the extent of any conflict between these Terms of Use and your agreement with First Data, these Terms of Use will control.

As used in these Terms of Use, "you" or "your" refers to each person(s) subscribing to, using or accessing the Brand Center; "First Data" or "we" or "our" or "us" refers to First Data Corporation, its Affiliates, successors and assigns.

AUTHORIZED USE

As an Authorized User of this site, you are permitted to access, download and use the information and materials available on, included in or accessible from this Brand Center site ("Content") for the sole purpose of advertising or promoting the products and services of First Data as authorized or approved by First Data. Your use of the Content is subject to, at all times, your full compliance with the branding standards and/or quality controls, as set forth and updated by First Data from time to time. You agree that you will use the Content exactly in the form provided and in compliance with any First Data branding, trademark or copyright usage policies and guidelines, including reproducing all notices of First Data ownership and/or proprietary rights notices. You further agree that you will not use the Content, in whole or in part, in any manner other than as authorized by First Data herein. You agree that you will not use the Content in any manner that might imply that any non-First Data materials are sponsored or endorsed by, or affiliated in any way with First Data.

PROPRIETARY RIGHTS

All title, right and interest in and to the Brand Center and Content, and any copies or reproductions thereof, including the goodwill associated therewith, if any, are and shall at all times be owned by First Data. Your use of the Content shall not confer any proprietary right to you in any manner, and any goodwill associated with any use by you of the Content shall inure to the sole benefit of First Data. You agree to not contest the ownership of the Content or any materials that use the Content. Certain content on the Brand Center may be licensed from third parties and all such third party content and all intellectual property rights related to such third party content belong to the respective third parties.

USER ID AND PASSWORD

Your access to the Brand Center requires receipt from First Data and use of a unique User ID and password. To prevent unauthorized access, you agree to protect and keep confidential your User ID and password from others, whether or not they are Authorized Users of the Brand Center. If you disclose your User ID and password to any person(s) or entity, you assume all risks and losses associated with such disclosure. It is your responsibility to notify us if you need to change or discontinue your User ID and password or suspect unauthorized use of your User ID and password.

PROHIBITED ACTIVITIES

You represent, warrant and covenant to First Data not to:

(a) share with or sublicense to others your login and password and authority to use the Brand Center;

(b) resell, sublicense or use for profit or non-profit any Content from the Brand Center under any circumstances whatsoever, unless prior written permission has been obtained from First Data.

(c) access nor seek by any means whatsoever, information regarding the personal identification or password of any other user of the Brand Center;

(d) develop or use programs that adversely affect or impact other users of the Brand Center or any Content; or

(e) provide a hypertext link to the Brand Center from any other internal or external site, except with prior written permission from First Data.

COMPLIANCE

In addition to these Terms of Use, you agree to comply with all applicable laws, statutes, ordinances and regulations regarding your use of the Brand Center and the Content.

TERMINATION OF USE

We may terminate, suspend or limit your access to the Brand Center or certain Content for any reason or no reason at any time without prior notice. Your rights as an Authorized User shall immediately and automatically terminate if your relationship with First Data is terminated for any reason whatsoever. Upon termination of your authorized use of the Brand Center or Content, you agree, at your sole expense, to immediately cease use of the Brand Center and Content and all copies or portion thereof, and to fully delete and/or deinstall all copies of the Content from all files or computer devices you own, lease or that are under your control, including Internet web pages and other world wide web or network-based use. First Data reserves the right to request certification that the foregoing has been completed by you.

LINKED SITES

The Brand Center may contain links to other sites on the Internet. These links are provided for your convenience. Links to another site do not constitute our approval or endorsement of that site or its content, products or services. Your access, use and reliance upon such content, products or services is at your sole risk.

MODIFICATION OF THESE TERMS OF USE

First Data reserves the right to change the terms, conditions and notices under which you may use the Brand Center or Content. You are responsible for regularly reviewing these Terms of Use. Your continued use of the Brand Center and Content constitutes your agreement to all such terms, conditions and notices in effect at the time of your use.

MISCELLANEOUS

If any provision of these Terms of Use or any other documents incorporated by reference into these Terms of Use is held to be invalid or unenforceable, such provision will be struck and the remaining provisions enforced. We will not be deemed to have waived any of our rights or remedies under these Terms of Use unless such waiver is in writing and signed by us. These Terms of Use, and any other documents incorporated by reference into these Terms of Use, set forth the entire understanding and agreement between you and First Data with respect to the subject matter hereof. These Terms of Use are an agreement between you and us and are not intended to be for the benefit of any third party. These Terms of Use shall inure to the benefit of our successors and assigns.

If you are an Authorized User of the Brand Center under contract with First Data, you acknowledge the following additional Terms of Use:

DISCLAIMER OF WARRANTIES

YOU ACKNOWLEDGE AND AGREE THAT WE PROVIDE THE BRAND CENTER AND THE CONTENT ON AN "AS IS" BASIS, WITH NO WARRANTY OF ANY KIND, WHETHER EXPRESS, IMPLIED OR STATUTORY. WE SPECIFICALLY DISCLAIM THE IMPLIED WARRANTIES OF NON-INFRINGEMENT, MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE.

YOU ACKNOWLEDGE AND AGREE THAT WE DO NOT GUARANTEE CONTINUOUS AND UNINTERRUPTED ACCESS TO THE BRAND CENTER OR THE CONTENT. OPERATION OF THE BRAND CENTER MAY BE INTERFERED WITH BY NUMEROUS FACTORS OUTSIDE OF OUR CONTROL AND WE WILL NOT BE RESPONSIBLE FOR ANY SUCH UNAVAILABILITY.

LIMITATION OF LIABILITY

THESE TERMS OF USE STATE OUR ENTIRE LIABILITY AND YOUR EXCLUSIVE REMEDY AS IT RELATES TO YOUR ACCESS TO AND USE OF THE BRAND CENTER AND CONTENT. IN NO EVENT SHALL FIRST DATA OR ITS AFFILIATES BE LIABLE FOR ANY LOSS OR DAMAGE OF ANY KIND, INCLUDING, WITHOUT LIMITATION, DIRECT, INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES, BASED ON OR ARISING FROM ANY ACCESS TO OR USE OF THE BRAND CENTER OR THE CONTENT.

INDEMNIFICATION

You are fully responsible for all activities that occur, either with or without your knowledge, using any copy of the Content that you have downloaded as an Authorized User. You shall indemnify and hold First Data, its affiliates and their respective officers, directors, agents, and employees, harmless from and against any and all claims, losses, damages, liabilities or expenses (including reasonable attorney's fees and expenses) arising out of or resulting from (i) any violation of these Terms of Use; (ii) any failure to comply with applicable laws; (iii) any negligent or willful misconduct committed by yourself, your officers, directors, agents or employees, as applicable, or (iv) any damage to the goodwill and value in and to the Brand Center or Content.

CHOICE OF LAW

You agree that these Terms of Use and its enforcement shall be governed by the laws of the State of New York, without regard to conflict of laws provisions.