MasterCard Upside and Risks Post IPO

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MasterCard Post-IPO: Upside Growth
  MasterCard Post-IPO: Upside,
Impediments, and Risks
   Growth Impediments, and Risks
Eric Grover Intrepid Ventures

                               NYC, July 20, 2006

     Eric Grover
     Intrepid Ventures
     402 Oak Grove Avenue, Suite E
     Menlo Park, CA 94025
     +1-650-618-1797 (f)
     +1-650-533-4495 (m)

 Council Member Biography

 Eric Grover is a Partner at Intrepid Ventures, a California-based corporate
 development and strategy consultancy focusing on financial technology,
 processing and services, and payments. He has over 20 years of experience
 in the financial services industry serving various firms, including Greyrock
 Capital, BofA's finance company, Transamerica, Visa International, and GE
 Consumer Finance. Mr. Grover serves on the board of Nordstrom's credit card
 subsidiaries and is an adjunct professor at Golden Gate University’s Graduate
 School of Business. He has an in-depth knowledge of payment networks and
 financial services. His commentaries on payment networks and financial
 services have been published in the American Banker, Credit Card
 Management magazine, Cards & Payments Magazine, the Daily Deal, Cards
 International, Card Technology, Silicon Valley Business, and CRM magazine.

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Discussion Overview:

MasterCard’s Business
Market Trends
IPO Implications
   - MasterCard Upside
   - Growth Dampeners and Risks
          >    Litigation, regulation, culture, customer
                   consolidation, governance, competition
Questions & Answers

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              MasterCard’s Business

• MasterCard is a global payment network that provides
  payment products and related transaction processing.
• In the payment network business MasterCard’s principal
  competitor is Visa, a federation of bank associations. It
  also competes with Amex, Discover, First Data (Star),
  PayPal and a host of smaller regional and national debit
  and credit networks.
• In general MasterCard does not compete with Visa in
  interbank processing, but rather with a range of bank-
  owned cooperative, private and public payment

                         Operating Leverage
• MasterCard’s business has enormous intrinsic operating
• Its revenue is driven by MasterCard-badged transaction
  volume. The lion’s share of its costs are not direct. If
  MasterCard doubles its transactions, incremental direct
  costs would be de minimis.
• In contrast, if MasterCard customers such as Citi or
  Chase double the number of their credit card accounts,
  operating*, money and credit loss costs increase

 *For example customer service, collections, and many
 operating functional headcount would be doubled.

                                       The Market

• MasterCard’s worldwide credit, debit and prepaid payment product
  market continues to grow at a healthy clip.
• In the mature US market MasterCard and Visa transactions
  increased 13% in 2005.*
• General-purpose payment card transaction growth rates in many
  emerging markets are sizzling.**
     –   Brazil – 25%
     –   China – 66%
     –   India – 37%
     –   Mexico – 24%
     –   Poland – 22%
     –   Russia – 38%
     –   Turkey – 36%
     –   Ukraine – 31%
• But MasterCard’s principal rival Visa is growing faster and continues
  to gain share in most markets.

*Nilson Report
**2004 growth rate The Nilson Report                                  6
General Purpose Card Volume 2000-2005 (in
                               billions of $)

                                                          Visa volume grew
4500                                                      123.3%, while
                                                          MasterCard’s grew
4000                                                      98.1%
3000                                                         Visa
2000                                                         Discover
1500                                                         JCB
1000                                                         Diners Club
         2000    2001   2002      2003      2004   2005

 Nilson Report                                                             7
General Purpose Card Transactions 2000-
             2005 (in billions)
                                                   Visa transactions
60                                                 increased 100.4%
                                                   while MasterCard’s
50                                                 increased 91.5%

40                                                       Visa
30                                                       Amex
20                                                       JCB
                                                         Diners Club

        2000    2001   2002   2003   2004   2005

Nilson Report
Most Significant New Payment Network
 Established in Last Decade Enjoying
           Explosive Growth

                   IPO Implications

• Paramount bank motivation for spin-off was to reduce
  legal liability exposure in the US on a going forward
• Old MasterCard versus New MasterCard
• MasterCard was never managed as a business.
• Independent of banks, management will have far greater
  flexibility and incentive to aggressively grow the
  business, to cultivate non-bank customers, and to
  compete for additional share of banks’ business
  (processing & payments).
• The IPO has enormous implications for how MasterCard
  thinks about its activities, how it competes, how it grows,
  and how customer banks view it relative to Visa.
            Visa is the only competitor matching up
            globally.                                       10
                 Upside Post-IPO

• MasterCard has immense operating leverage, which
  historically was not realized.
• Can accelerate growth by expanding the boundaries of
  existing businesses.
• Can deliver more enabling services to small and mid-
  sized banks
• Independent of banks, competing as a payment network,
  MasterCard can cultivate new non-bank customers/
• Can pursue processing for more of its licensed business
  and for its payment brand competitors’ transactions
• Micropayments
• Commercial

                    MasterCard Assets

• MasterCard is the only genuinely global consumer payment network
  available to public investors. Building payment networks is
  enormously difficult.
• Increasing coherence relative to its larger and principal competitor
• Established global payment brands.
• Planet-wide contractual web of 25 thousand issuing and acquiring
• Worldwide acceptance of ~ 24 million merchants
• ~ 750 million MasterCard-badged payment cards
• A range of credit, debit and prepaid products and supporting delivery
          Visa is the only competitor matching up globally.

  Providing Enabling Services to Small and
         Mid-Sized Banks Post-IPO
• Large card issuers wanted a sleepy, pliant utility
  payment network. For years that’s exactly what they got.
• Giants such as Chase, Citi and BofA who contribute
  most of MasterCard’s revenue long worried they
  subsidized MasterCard’s providing payment products
  and support systems to smaller competitors, enabling
  them to compete more effectively.
• MasterCard benefits from enabling smaller customers to
  compete and grow their payment businesses, reducing
  industry concentration.

                       Non-bank Customers
•   As a bank payment network only member banks could issue and acquire
    MasterCard payment products.
•   MasterCard establishes rules defining who can participate in its payment system
    and how. Now independent of banks, and motivated to increase enterprise value,
    MasterCard can issue and acquire existing products in new non-bank sectors.
•   Mobile-phone operators
     • Payment and financial services ambitions
     • SimPay lesson
     • Immense reach
           –    > 2 billion cellular connections. Ovum forecasts 3 billion by 2010
           –    Vodafone including its minority JVs has 450 million subscribers worldwide
           –    Orange 64 million subscribers
           –    Telefónica mobiles 81 million subscribers
           –    T-Mobile 83 million subscribers
     • Viable issuing and acquiring channel
•   Insurance carriers
     • Bundle credit, debit and prepaid HSA, HRA, FSA healthcare payment products.
•   Retailers
     • Have long been innovative in financial services. Participating more directly in the
       economics, with more flexible rules, humongous global retails such as Carrefour and
       Wal-Mart could make an enormous impact.
•   Internet portals such as Google, Yahoo and MSN
            Processing Business Post-IPO

•   MasterCard’s single biggest source of revenue is fees for interbank
    transaction processing for MasterCard-badged payment transactions.
•   It processes all cross-border MasterCard-badged transactions.
•   However, outside of the US, UK, Canada, Australia, and Italy, in most
    significant national markets (France, Germany, South Korea, Spain, Turkey
    et al). MasterCard does not process interbank MasterCard-badged
    transactions, much less for interbank Visa transactions.
•   National interbank transactions are processed by a variety of bank
    cooperative, private and public processors.
•   System costs are redundant
•   MasterCard’s recently re-architected BankNet would provide superior
    functionality with minimal marginal cost.
•   Can simultaneously directly cultivate banks, undercutting existing
    processors’ economics, while exploring acquiring existing processors.

                  Growth Impediments and Risks

 • Industry consolidation in the US: MasterCard’s largest market
       – Increased price compression on transaction processing and payment
         assessments (higher customer “rebates”)
       – Larger portion of MasterCard transactions become “on-us”
 • Culture
 • Regulatory and legal threats*
       – US litigation risk
       – Increasing regulatory risk in a range of jurisdictions overseas
 • Constraints on independent shareholder influence over
       –   MasterCard Charitable Foundation
       –   Bank board members
       –   Actions requiring supermajority endorsement
       –   Bank shareholders can block takeover
 • Competitive threats

*If MasterCard were to obtain modest settlements in the consolidated antitrust interchange and the
Amex/Discover suits, and to receive a green light from EU and UK regulators to manage interchange as it sees   16
fit, its valuation would increase by more than 50%.
                 Card Issuer Consolidation

• Card issuance in the US, MasterCard’s largest market,
  continues to consolidate.
      – In 1990 the top ten MasterCard and Visa issuers accounted for
        50.6% of all US outstandings.
      – In 2005 the top ten accounted for 87.9%, and BofA, Chase and
        Citi accounted for 64.6%.*
• BofA, Chase, Citi, and HSBC now account for ~ 30% of
  MasterCard’s revenue
• Increased industry consolidation has two negative
  impacts on MasterCard:
      – Buyers have increased negotiating leverage and demand better
        pricing (lower processing fees and assessments) and
        concessions on MasterCard brand prominence.
      – Increased industry consolidation tends to increase the number of
        “on-us” transaction directly reducing processing fees
*Nilson Report

• Forty years as a bank-captive association created a
  distinct and powerful culture.
• Association culture is slow, risk averse, and not market
• Lacks competitive verve.
• MasterCard culture is decidedly not an enterprising go-
  getter culture.
• Culture is hard to change.

• Assaults on the Interchange system
  – Consolidated interchange antitrust case (US)
  – Regulatory threats (International)
• Rival Network Antitrust Litigation (US)


• What is interchange? What is its purpose?
   – A pricing system used to maximize payment network value.
   – Can view as providing cost-sharing within a joint offering.
       • What’s reasonable to include?
       • Who should determine what costs are reasonable to include?
       • How should it be determined?
   – An important element of interpayment system competition.
   – A means ensuring/incenting a balance between and sufficient
     participation on the issuing and acquiring sides.
   – Revenue stream, generally, but not always, for issuing-related
   – An enabler of issuer innovation and differentiation.
   – Practically, a means of wooing payment product issuers, and
     enabling them to fuel benefits and rewards incenting incremental
     usage, which is the principal driver of MasterCard’s revenue.

    US DOJ versus Visa USA and MasterCard
•   Nabanco Decision (1984): Nabanco sued Visa, charging that the
    interchange system was anticompetitive. Court upheld (1) relevant market
    was all retail payments, cash, checks and cards, (2) Visa did not have
    market power and (3) interchange system was necessary and enabled the
    bankcard payment joint venture to work. Held until DOJ suit 12 years later.
•   US DOJ asserted that Visa’s and MasterCard’s “exclusionary rules”
    preventing member banks from issuing competing network payment
    products violated US antitrust laws.
•   DOJ also challenged “dual governance” of Visa and MasterCard by the
    same banks.
•   DOJ won on rules; lost on governance
•   On Visa-MasterCard appeal on rules, Second Circuit affirmed in 2003. Final
    decision effective October 15, 2004
          - 2004 decision refined relevant market from Nabanco to more
          narrow general-purpose card electronic payment networks. Network
          competition important.
          - Decision held that MasterCard and Visa have market power.

                                The Wal-Mart Case

•   A seven-year titanic battle between more than 5 million merchants, and Visa
    USA and MasterCard International, challenging the honor-all-cards rules.
•   Litigation did not directly challenge interchange fees. However, it sought to
    demonstrate competitive harm of interchange fees.
•   A major aspect of the case was the court’s decision the certify a class of
    merchants as plaintiffs. Historically merchants have been hindered in
    negotiations by their inability to act collectively.
•   Settlement ended honor-all-card rules, lowered off-line debit interchange by
    a third for 8 months, and resulted in payments of ~ $2 billion by Visa and $1
    billion by MasterCard* to the plaintiffs and their attorneys.
•   The court retained jurisdiction and now sits as a long-term regulator of the
    debit card industry.

         Merchants waived claims on related conduct prior to January 1, 2004 .
         The settlement put blood in the water for plaintiffs’ attorneys.

    *MasterCard paid a disproportionate share of total.                          22
 Interchange and No-surcharge Rules Anti-
           Trust Suits in the US
• Market power in two-sided payments markets and implications.
• Merchants perceive themselves as aggrieved and able to influence
  interchange through litigation (in the US) and through regulators (in
  many jurisdictions abroad)
• Plaintiffs’ attorneys clever, rapacious, and highly motivated.
• Merchant plaintiffs have a solid argument under the Sherman Anti-
  trust law that MasterCard was a conspiracy of banks imposing fixed
  prices (through the interchange system) on the market and
  restraining trade.
• Merchant plaintiffs filed an 11th hour supplemental complaint* 2 days
  before the IPO which in many respects is at odds with their initial

   *See appendix.                                                    23
                    A Damages Framework

•   Merchant plaintiffs must establish they were harmed.
•   US Anti-trust law and policy are market oriented.
•   Plaintiffs must persuasively make the case interchange was higher than it
    otherwise would have been because of the alleged bank conspiracy fixing
•   Market benchmarks are problematic, for the merchant plaintiffs.
•   Amex’s implicit interchange rate has long been considerably higher than
    MasterCard’s. Amex’s discount rate ~ 255 basis points
•   While Discover’s interchange rate was and continues to be lower than
    MasterCard’s, to compete Discover has been steadily increasing its
    interchange rates. Discover discount rate ~ 173 basis points
•   The best benchmark would be MasterCard’s actions now that it is not
    controlled by banks.
     – Good business rationale to raise interchange
     – Moreover, raising interchange would bolster MasterCard’s defense in the
       consolidated interchange suit

     The Regulatory Assault on Interchange

•   EC Competition Directorate
•   UK OFT
•   Australia RBA
•   Spanish Central bank
•   Mexican Central bank
•   New Zealand Commerce Commission
•   Polish Office of Competition and Consumer Protection
•   The Netherlands Competition Authority
•   Et al

   What Does the Regulatory Future Hold?

• There has been a lack of affirmative defenses.
• Beneficiaries (cardholders and issuer business models)
  have been quiet.
• Merchants increasingly perceive themselves as
  aggrieved and able to influence interchange.
• Plaintiffs’ attorneys and regulators are highly motivated.
• Legal and regulatory assaults on interchange pricing and
  practice in jurisdictions across the globe are likely to
• Proactively addressing these challenges will be
  increasingly important to the economic viability and
  character of MasterCard’s business worldwide.
     Independent, can MasterCard stymie regulation in the works and
     potentially rollback regulation extant. Needs to reframe the terms
     of debate in the public (and political!) arena.
                Competitive Threats

•   ACH-based low-cost payment products
•   Amex
•   Berlin Group
•   China UnionPay
•   Discover
•   First Data
•   PayPal
•   Visa



     The 11th Hour Supplemental Complaint
•   Two days before IPO the plaintiffs in the consolidated antitrust interchange suit
    lodged a supplemental complaint against MasterCard alleging post IPO, the payment
    network will continue to be anticompetitive and restrain trade and further that freed
    from restrictions operating overtly as a bank consortium, that its conduct may be
•   While there are aspects of MasterCard’s governance that will dilute the influence of
    independent activist shareholders, post IPO, in the US, MasterCard will not be a
    conspiracy of banks fixing prices. It will be a business competing to serve its
    bank customers, and to cultivate new markets.
•   Plaintiffs now suggest MasterCard will raise interchange fees and that that will be
    “output-reducing”. In pursuit of profit and increasing output, MasterCard should raise
    interchange fees. That would be the most immediate move MasterCard can take to
    woo issuer customers away from Visa and to fuel rewards programs incenting
    incremental use from existing cardholders, increasing the output of MasterCard-
    badged payment transactions. Moreover, increasing interchange now, would utterly
    undercut the merchant plaintiffs’ argument they were harmed because interchange
    fees were higher than they otherwise would have been during MasterCard's history
    as a bank-controlled payment network.
•   Charged IPO is a fraudulent conveyance insofar as MasterCard did not receive
    consideration for giving up its ability to assess banks for extraordinary costs such as
    a settlement or trial loss.

    Parties’ Interests and Likely Courses of
• Merchants – Want to pay less, but really do not want bare bones,
  least cost, payment network.
    – Small
    – Giants – Going forward can get much of what they want through
• Plaintiffs’ attorneys – Want a juicy settlement.
• MasterCard – Don’t want to cede control of interchange system.
  Don’t want catastrophic trial loss. Would like to close the book on
• Banks – Don’t want trial. Want to avoid catastrophic outcome.
• Government
    – Notwithstanding recent Congressional posturing, intervention not likely.

      Though far from certain, settlement likely.

Damages, From De Minimis to Catastrophic
• Timeframe:
    – Pre January, 2004 claims waived. Reyn’s Pasta Bella decision clarified
      the scope of merchant plaintiffs’ Wal-Mart settlement general claims
    – Post May, 2006 Sherman antitrust conspiracy charge gutted.
• Banks are defendants
• MasterCard could well prevail at a trial, however there would be an
  element of Russian roulette in going to trial.
• Post IPO MasterCard has fixed the alleged Sherman Antitrust Act
  violation. It should be free and clear of antitrust interchange litigation
  for its conduct going forward.
• Former FTC Commissioner Tim Muris suggested damages trebled
  could approach a trillion dollars. How he gets there. Why it’s
• Catastrophic trial loss?

             Unlikely to see a catastrophic outcome
                    Regulatory Assaults

• The Federal Reserve said it does not believe it has the authority to
  regulate the bankcard payment networks and that in any event it
  prefers that interchange disputes are best resolved between private
    – Alan Greenspan said the Federal Reserve did not have the authority to
      regulate the bankcard payment networks
    – Donald Kohn at the May, 2006 Chicago Federal Reserve Conference on
      Payments Innovation said that a resolution between the private parties
      was best.
• However, central banks and competition authorities in a range of
  jurisdictions overseas take a very different view and have taken an
  interest in regulating the bankcard payment networks.
    – Regulators, to varying degrees, are treating MasterCard as a public
    – Imposing a cost-based framework analyzing interchange.
    – Regulators take cues from each other

                   EC Competition DG

• Challenged by Visa and MasterCard’s interchange
  pricing and practice.
• Visa received a 5 year* exemption for cross-border
  interchange fees by agreeing to:
   – Employ a “cost-based” approach
   – Cap credit and “deferred” debit interchange fees (declining to
     .7% in the 5th year)
   – Make interchange fees “transparent.”
• MasterCard objection still outstanding.
• June, 2006 the EC Competition DG charged MasterCard
  with breaching EU antitrust rules by setting interchange
  fees, thereby restricting competition between banks.
  MasterCard must submit written objections by October.

  *Expires 2007
                          EC Competition DG

• MasterCard has ceded the regulators’ cost-recovery
  interchange framework. This is a mistake.
• Statement of Objections issued against MasterCard’s
  cross-border interchange fees, claiming:
    – MasterCard able to set excessive interchange fees. Ergo,
      MasterCard has market power.
    – MasterCard’s interchange fee methodology does not qualify for
      an exemption because its cost study was not rigorous and there
      is a lack of “transparency.
    – But for the fact that in Europe banks retain effective control of
      MasterCard, MasterCard should push back.
• But for the fact that in Europe banks retain effective
  control of MasterCard, MasterCard should push back.

*To the extent the EC Competition DG reduces or eliminates barriers between
national European payment markets that advantages MasterCard against          35
national payment systems.
            UK Office of Fair Trading (OFT)

•   UK Retailer Association complained to the OFT that interchange fees on UK
    credit and charge cards infringed on the 1998 Competition Act.
•   OFT has said that card issuing banks receive an “unjustifiably” high fee on
    every MasterCard credit or charge card transaction in the UK.
•   OFT questioned the appropriateness of recouping credit losses and grace
    periods (interest costs) through MasterCard’s domestic interchange fees in
    the UK.
•   September 5, 2005 OFT decided MasterCard UK Members Forum (MMF)
    agreement deterred issuers and acquirers from negotiating interchange and
    thereby reduced merchant acquirer competition.
•   OFT ruled MIF was “a tax on retail transaction”, that payment guarantee,
    grace period (interest free period), loyalty schemes and advertising should
    be unbundled.
•   June, 2006 OFT overturned on appeal by the Competition Appeal Tribunal.
•   OFT to refile.

        Reserve Bank of Australia (RBA)
• RBA decided to regulate MasterCard, Visa and
  Bankcard “credit card systems” with respect to
  interchange fees, access and “no surcharge” rule.
• RBA conducted a broad and aggressive investigation
  and challenge into interchange pricing and practice.
  Regulatory zeal originated with October, 2000 report by
  the RBA’s Payment Systems Board on debit and credit
  card schemes in Australia, published by the RBA and the
  Australian Consumer and Competition Authority.
• Report concluded:
   – No basis for interchange fees in ATM, debit card or EFTPOS
   – Problems in pricing of credit card payments, acceptance and
              Reserve Bank of Australia
• The central bank is charged with ensuring the safety, soundness
  and efficiency of the payment system. Giving a regulator a mandate
  to enhance efficiency is a license for regulatory mischief.
• ANZ, Commonwealth Bank of Australia, National Australia Bank and
  Westpac control roughly four fifths of the issuing and merchant
  acquiring markets.
• August, 2002 RBA announced plans to:
   – Permit merchant surcharging
   – Broaden access for credit card companies (enabling non-banks to issue
     bankcard branded payment products
   – Make interchange fee setting arrangements more transparent,
     “objective” and tie to a cost-based benchmark(s)
• 2003 RBA mandated interchange fee reduction from ~.95% to .5%.
• The unintended, but not surprising, consequence was that the
  principal unregulated payment network Amex gained market share.
• 2006 RBA Vice Governor Phil Lowe floated idea of “zero
                                  Amex and Discover Suit
•       From MasterCard’s 1996 approval of its Competition Programs Policy (CPP) until the final 2004
        DOJ decision banks participating in MasterCard were not permitted to issue Amex and Discover
•       DOJ held this was illegal under U.S. Antitrust law.
•       Amex and Discover’s case* is that MasterCard’s prohibition harmed their business. During those 8
        years they would have done some business with and through U.S. banks. How much is arguable.
        Damages would be profits not realized, trebled.
•       Pre 1991 (the date of Visa USA’s by-law prohibition) US bankcard banks were not forbidden from
        issuing Amex and Discover.
•       Outside the US, banks, for the most part, were free to issue and acquire Amex products. Amex
        had ~ 75 bank relationships outside the US when the DOJ brought its suit.
•       Most US issuing relationships – Citi, BofA, MBNA, and HSBC - struck by Amex have been in
        exchange for not suing or for dropping its suit.
•       Amex value proposition.
          –    Can provide higher interchange, therefore high-spending transactors converted from MasterCard could be
               more profitable for the issuing bank.
          –    Strong loyalty and rewards programs.
•       More difficult for Discover to establish that it could have generated significant business from
        MasterCard member banks from 1996 through 2004 and therefore was harmed. Discover
        acceptance network was (is) weaker than MasterCard’s domestically and nonexistent
        internationally. From a bank issuer’s perspective the economics of Discover products were (are)
        inferior to MasterCard’s.
•       It is hard to see damages being enormous. Morgan Stanley’s Ken Posner argues a settlement is
        likely because none of the parties will be keen to publicly divulge the economics and performance
        of their programs.

    *October 27, 2005 held that MasterCard not a monopoly. Argument is that MasterCard banks and MasterCard conspired to restrict
    competition by excluding Amex and Discover should prevail.                                                                      39
              The Charitable Foundation

• Bad corporate governance incarnate, insulating management from
  independent shareholders’ influence.
• Provides psychic compensation to management
• A significant block of shares guaranteed to remain in hands friendly
  to management for decades.
• Foundation will hold 17% of MasterCard’s voting shares. Will hold its
  shares for 10 years, at which point it will have to disburse ~ 35% of
  them. 20 years hence it will still hold 30% of shares MasterCard
  donated as part of IPO.
• MasterCard initially plans to give the foundation $40 million and is
  prepared to make further donations to support its operating costs
  and perhaps more charitable activity.
    – The foundation siphons off after-tax money which otherwise could be
      spent pretax growing MasterCard’s business, or disbursed to
      shareholders via dividends.
    – Foundation management will be beholden to MasterCard. It is hard to
      imagine it would vote its shares against management.


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liabilities that result from your participation in this event information provided by Council Members, regardless of
                                                           strict liability or otherwise. You acknowledge and agree that
whether or not such liability arises is based in tort, contract,
                                                               sequential, punitive or special damages, or any other
Gerson Lehrman Group shall not be liable for any incidental, con
                                                              ages arising from your attendance at the event or use of the
indirect damages, even if advised of the possibility of such dam
information provided at this event.


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