MP SDK Request Form

Please complete and email this form to:

Question / Response /
Please state whether you agree with the MP SDK License Agreement below. You must accept the License to become eligible to receive the SDK. By completing this form, you hereby certify that you are authorized to accept the License on behalf of your organization. / Yes/No
Please indicate if you are a Bank or a Vendor.
Note: If you are a vendor, please provide the name of the bank(s) you are supporting. Please also include your contact’s email address at the bank. / Bank / Vendor
Is the implementation based on MDES or is it a third party implementation?
Note: If a third party implementation, please identify. / MDES / Third Party
What is the name of your company?
Who is the main contact in the company?
Note: Please provide full contact details including email address.
Who is your Mastercard contact for this request?
To whom will the SDK be provided?
Note: Please provide full contact details including email address.
What is your nature of business?
Note: Vendor, bank, other (please provide details). Please state all applicable categories.
What is your target market?
Note: Please provide details of where the SDK will be used along with a list of all target markets.
What is your target live date for the implementation of MCBP?
Please state the MCBP Spec version to be supported.
Is there any additional information that you would like to provide? If so, please comment.
Do you wish to be informed of updates to the SDK? / Yes / No
What version of the SDK would you like to access?
Note: Latest will be supplied unless otherwise stated.

MPSDK License Agreement

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Table of Contents

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-  MasterCard Mobile Payment Software Development Kit for MCBP Terms of Use

-  Additional licensees for 3rd party libraries

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MasterCard Mobile Payment Software Development Kit for MCBP Terms of Use

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These MasterCard Mobile Payment Software Development Kit (MasterCard MP SDK) for MasterCard Cloud-Based Payments terms of use (“TOU”) are a binding legal contract between you (a legal entity) and MasterCard International Incorporated, a Delaware corporation, having its principal place of business at 2000 Purchase Street, Purchase, New York 10577 (“MasterCard” or “we”). By downloading, installing, accessing or using the Licensed Materials you will be bound by the terms of these TOU. If you do not agree to the terms of these TOU, MasterCard is not willing to grant you any right to use or access the Licensed Materials. In such event, you may not download, install, access, use or copy the Licensed Materials.

MasterCard may amend these TOU at any time by posting a revised version on

https://developer.mastercard.com/portal/display/api/Mobile+Payment+SDK. The revised version will be effective at the time MasterCard posts it.

“Licensed Materials” means the MasterCard Mobile Payment SDK v1.0.x consisting of: source code; code libraries; API Specification; Developer Guide; Build files, supporting tools all as updated by MasterCard from time to time.

1. License Grant.

(a) Subject to the terms and conditions herein, MasterCard grants you a non-exclusive, non-transferable, non-sublicensable right and license to

(i) use the Licensed Materials for the purposes of their evaluation and to assist in the development of production versions of applications using the Licensed Materials (“Implementation”) by you,

(ii) use the Licensed Materials for such other purposes as may be (and solely to the extent) expressly permitted by the separate license agreements described below, and (2) supply the Implementation for use solely in supporting MasterCard or Maestro transactions or in supporting authentication to systems that have an associated Maestro or MasterCard payment product, to entities that have been licensed to use the MasterCard specifications relevant to Licensed Materials, or who are otherwise permitted by MasterCard to use the relevant MasterCard products or services; provided, that all of the foregoing rights and licenses described in this paragraph shall be entirely subject to your entry into a separate license agreement for MasterCard Cloud Based Payments and, if your Implementation enables remote payments, a separate license agreement for MasterPass, in each case subject to and in accordance with the terms of such separate license agreements.

(b) You may sublicense your rights under section 1(a)(i) to one or more subcontractors that is/are creating the License Application on your behalf, provided however,

(i) you enter into a written agreement with such subcontractor that contains confidentiality provisions as least as protective of the Licensed Materials as the provisions of these TOU and

(ii) you retain responsibility for all obligations under these TOU.

(c) All rights not expressly granted herein to you are reserved to MasterCard. You shall not use or exploit the Licensed Materials or any of the data, information, methodologies or concepts therein in any manner not expressly authorized by these TOU, regardless of whether any of same are protected by patent, copyright or trade secret or other law. For the avoidance of doubt, without limiting the foregoing, no licenses or other rights of any kind are granted hereunder with respect to MasterCard Cloud Based Payments, MasterPass or MasterCard Mobile PayPass.

(d) If your, Implementation enables remote payment transactions,

(i) you must obtain a license from MasterCard for MasterPass, the digital wallet platform and associated services offered by MasterCard (“MasterPass”);

(ii) the Implementation must be MasterPass enabled at all times that any other digital wallet platform or digital acceptance brand is enabled or accepted for remote mobile payment transactions in, by or through such Implementation; and

(iii) such remote transactions using MasterPass will be limited to use with those merchants that are MasterPass enabled.

2. Your Obligations.

(a) You shall use the Licensed Materials solely in compliance with the terms and conditions set forth in these TOU and all applicable statutes, laws, regulations, industry rules and reputable business practices.

(b) Absent the prior written consent of MasterCard, which MasterCard may provide in its sole discretion, you shall not combine any Licensed Materials or portion thereof with any content or data from you or third-party sources in any manner that states or suggests that MasterCard, its affiliates or any Licensed Materials is endorsing, sponsoring or affiliated with any of your or such third party’s products or services.

(c) Without the prior written consent of MasterCard, which MasterCard may provide in its sole discretion, you shall not change, obscure or remove any copyright or other notice or legend on or within any Licensed Materials.

(d) You shall notify MasterCard of any consumer inquiries, complaints or quality control issues relating to the Licensed Materials within thirty (30) days of receipt thereof by you, your customer service representatives or other agents. MasterCard may determine in its sole discretion whether the Licensed Materials or any data or information contained therein should be updated, changed or modified on the basis of any such inquiries, complaints or quality control issues.

(e) You understand and acknowledge that MasterCard is subject to regulation by agencies of the U.S. government, including the U.S. Department of Commerce, which prohibit export or diversion of certain products and technology to certain countries. Any and all obligations of MasterCard to provide software, technology, technical assistance or any media in which the foregoing is contained, training and any technical information or data shall be subject in all respects to such United States laws and regulations as shall from time to time govern the license and delivery of technology and products abroad by persons subject to the jurisdiction of the United States, including Export Administration Act of 1979, as amended, any successor legislation, and the Export Administration Regulations issued by the Department of Commerce, Bureau of Export Administration. You warrant that you will comply in all respects with the export and re-export restrictions applicable to the Licensed Materials under the foregoing and any other United States laws and regulations in effect from time to time.

3. Ownership.

You agree that, as between the parties, MasterCard retains all intellectual

property and other rights in and to the Licensed Materials and all data,

methodologies and concepts therein. You will not directly or indirectly

question or contest the validity and/or value of the Licensed Materials or

MasterCard’s rights therein.

4. Warranty/Limitation of Liability/Indemnity.

(a) MASTERCARD DOES NOT MAKE AND EXPRESSLY DISCLAIMS ALL REPRESENTATIONS AND WARRANTIES, EITHER EXPRESS OR IMPLIED, WITH RESPECT TO THE LICENSED MATERIALS AND YOUR USE THEREOF, INCLUDING WITHOUT LIMITATION, ANY WARRANTIES OF TITLE, NON-INFRINGEMENT, VALUE, ACCURACY, COMPLETENESS, RELIABILITY, SUITABILITY, COMPATIBILITY WITH ALL SYSTEMS, MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE. EXCEPT AS OTHERWISE SET FORTH HEREIN, LICENSED MATERIALS ARE PROVIDED HEREUNDER ON AN “AS IS” BASIS AND YOU USE THEM ENTIRELY AT YOUR OWN RISK.

(b) IN NO EVENT SHALL MASTERCARD BE LIABLE UNDER THESE TOU FOR ANY CONSEQUENTIAL, INDIRECT, EXEMPLARY, SPECIAL OR INCIDENTAL DAMAGES (INCLUDING WITHOUT LIMITATION DAMAGES FOR LOST PROFITS, INVESTMENTS OR SALES OR BUSINESS INTERRUPTION) RELATING TO THESE TOU OR YOUR USE OF, OR INABILITY TO USE THE LICENSED MATERIALS (AND ANY INTELLECTUAL PROPERTY SUBSISTING THEREIN), WHETHER OR NOT FORESEEABLE, EVEN IF MASTERCARD HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH LIABILITIES OR DAMAGES. UNDER NO CIRCUMSTANCES SHALL MASTERCARD HAVE ANY LIABILITY TO YOU OR ANY THIRD PARTY FOR ANY CLAIM ARISING FROM OR RELATING TO THESE TOU IN EXCESS OF ONE THOUSAND DOLLARS ($1,000).

(c) You agree to indemnify, defend and hold MasterCard and its affiliates, directors, officers, agents, employees and software component suppliers harmless from and against any and all liability, costs, damages, claims and actions arising as a result of your use of any Licensed Materials or the making, distributing, importing, offer for sale, sale or other commercial exploitation of the Implementation by you or any third party.

5. Termination.

(a) These TOU commence on the Effective Date and shall continue until terminated pursuant to Sections 5(b) below. MasterCard may terminate these TOU without cause upon thirty (30) days written notice to you. You may terminate these TOU without cause upon ten (10) days written notice to MasterCard. Further, either party may terminate these TOU if the other party materially breaches its provisions and fails to cure within thirty (30) days after written notice specifying such breach in reasonable detail. If MasterCard terminates these TOU due to your material breach, no refund shall be due to you hereunder.

(b) After expiration or termination of these TOU, you shall promptly return or destroy all Licensed Materials. Sections 3, 4(c), 6 and 9 shall survive the expiration or termination of these TOU for any reason.

6. Confidential Information.

Except as expressly permitted hereunder, you agree to keep the Licensed Materials confidential, and not use or disclose them to any other persons.

7. Insurance.

At all times during the Term, you shall maintain for yourself and Personnel, policies of insurance affording adequate liability coverage in respect of your obligations arising out of or in relation to these TOU. If requested, you shall provide MasterCard with certificates of insurance evidencing the existence of such coverage as MasterCard may request from time to time.

8. Assignment.

You may not assign or sublicense these TOU, in whole or in part, without MasterCard’s prior written consent in its sole discretion. For the avoidance of doubt, a change of control, merger, reorganization or sale of your equity or assets shall be deemed an “assignment” requiring such consent, even if you survive the transaction. In the event of a permitted assignment, these TOU shall be binding upon the parties and their permitted successors and assigns.

9. Branding.

Any use of the MasterCard and Maestro logos by you in relation to the Implementation is subject to the requirements set out in the relevant branding standards made available by MasterCard.

10. Miscellaneous.

(a) Choice of Law/Venue.

These TOU shall be construed in accordance with the laws of the Stateof New York. The federal and state courts located in Westchester County, New York will have exclusive jurisdiction over all proceedings related to these TOU. You agree that MasterCard may seek injunctive relief, including specific performance, for any breach or threatened breach of these TOU by you.

(b) Entire Agreement.

These TOU constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior discussions, documents and agreements (whether oral or in writing) relating to its subject matter. You are responsible for all acts or omissions of its employees (including Users) under these TOU, but such parties are not third party beneficiaries hereof. In the event of any inconsistency between these TOU and any Order Form, the terms of these TOU shall prevail.

(c) Electronic Notices and Your Consent.

MasterCard primarily communicates with you via your registered email address. By accepting the terms of these TOU, you affirmatively consent to receive notices electronically from MasterCard (your “Consent”). You agree that MasterCard may provide all communications and transactions related to these TOU, including without, amendments or changes to such agreements, disclosures, notices, policies (including without limitation notices about MasterCard’s Privacy Notice), and other communications that MasterCard may be required to provide to you by law in electronic format (collectively, “Communications”). All Communications by MasterCard willbe sent either (a) via e-mail, or (b) by providing access to the https://developer.mastercard.com/portal/display/api/Mobile+Payment+SDK.

All Communications will be deemed to be in “writing” and received by you when sent to you or when posted on the Merchant Portal, as applicable. You are responsible for creating and maintaining your own records of such Communications. MasterCard reserves the right to discontinue or modify how MasterCard provides Communications. MasterCard will give you prior notice of any change. Your continued Consent is required to use the MasterCard Mobile Payment Software Development Kit for MCBP.To withdraw your Consent, you will need to terminate these TOU.

(d) Construction.

These TOU shall be construed as if drafted jointly by both parties. Section headings herein are for convenience only and shall not affect the construction or interpretation of these TOU.

(e) Severability.

Any provision of these TOU that is deemed unenforceable shall not invalidate the remaining provisions hereof. Failure to enforce any provision of these TOU shall not constitute a waiver of any other provision herein.