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MasterPass API Wallet Specification License

Vendor Signature Page

Vendors wishing to create and connect to MasterPass a digital wallet based on the Specifications must complete this Signature
Page. A completed Signature Page includes the name and signature of an authorized Vendor representative. The signature of an
authorized Vendor representative indicates that the Vendor understands and agrees to the terms and conditions set forth in the
MasterPass API Wallet - Specifications License Agreement attached hereto and incorporated herein by reference. By signing
this Signature Page, Vendors will receive the Specifications.

Block 1: Vendor Information

Name:

Street: PO Box:

City: State/Province: Country: ZIP/Postal Code:

Block 2: Vendor Contact Information

Primary Point of Contact Secondary Point of Contact

Name: Name:

Title: Title

Address: Address:

Phone Number: Phone Number:

Fax Number: Fax Number:

E-Mail Address: E-Mail Address:

Block 3: Authorization and Approval

Authorized Vendor Representation Signature Date

Signature Date
Authorized MasterCard Representative

THIS AGREEMENT IS APPROVED AS TO LEGAL FORM BY THE MASTERCARD LAW


DEPARTMENT FOR USE WITHOUT ANY MODIFICATION OF THE TERMS AND CONDITIONS.

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MasterCard - Confidential

MasterCard International Incorporated

MasterPass API Wallet

Specification License Agreement

THIS MASTERPASS API WALLET SPECIFICATION LICENSE AGREEMENT


(Agreement) is entered into as of the date of the latest signature (the Effective Date)
appearing on the cover signature page to this Agreement (Signature Page). This Agreement
is by and between MasterCard International Incorporated, a Delaware corporation, having its
principal place of business at 2000 Purchase Street, Purchase, New York 10577 (MasterCard)
and the party identified on the Signature Page as the Vendor (Vendor). All other capitalized
terms used herein shall have the definitions ascribed to them in the Definition section below.

WHEREAS, MasterCard has developed a global offering for merchants, financial institutions
and other partners that makes it faster and easier for their customers to make purchases in stores
or online via an integrated acceptance network, as more fully described in the MasterPass Rules
(MasterPass);

WHEREAS, MasterCard and/or its Affiliates have developed the Specifications for development
and connection of digital wallets to the integrated acceptance network; and

WHEREAS, Vendor desires to develop and connect to such network a digital wallet based on
and in compliance with the Specifications and to offer such wallet to Licensed Customers (as
defined in the MasterPass Rules) and Registered Partners (as defined in the MasterPass Rules);

NOW, THEREFORE, in consideration of the mutual promises set forth herein, and for other
good and valuable consideration, the parties agree to be bound as follows:

1. Definitions

a. Affiliate means a Parent and its Subsidiaries.

b. Digital Wallet means a digital wallet based upon and compliant with the
Specifications, as such compliance is determined by MasterCard.

c. Parent means a corporation, company or other entity which owns or controls,


directly or indirectly now or hereafter more than fifty percent (50%) of the
outstanding shares or securities (representing the right to vote for the election of
directors or other managing authority) of another corporation, company or other
entity ("Controlled Entity") but such corporation, company or other entity shall
be deemed to be a Parent only so long as such ownership or control exists. In the
event a Controlled Entity does not have any outstanding shares or securities as
may be the case in a partnership, joint venture or unincorporated association,
"Parent" means a corporation, company or other entity which now or hereafter has

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more than fifty percent (50%) of the ownership interest in the Controlled Entity
representing the right to make the decisions for such Controlled Entity.

f. Personal Data is any information relating to an identified or identifiable


individual, whether such data is in individual or aggregate form and regardless of
the media in which it is contained, that may be (i) processed by Vendor or its
subcontractor, Licensed Customers, Registered Partners or MasterCard in
connection with MasterPass. For purposes of this Agreement, Personal Data shall
not include Confidential Transaction Data as defined in the Rules, which data are
governed by the Rules.

g. Process or Processing means any operation or set of operations performed


upon Personal Data, whether or not by automatic means, such as creating,
collecting, procuring, obtaining, accessing, recording, organizing, storing,
adapting, altering, retrieving, consulting, using, disclosing or destroying the data.

h. MasterCard Rules means the MasterCard Rules as such may be promulgated


or amended from time to time.

i. MasterPass Rules means the MasterPass Rules as such may be promulgated or


amended from time to time.

j. Specifications means the then-current documentation available in the


MasterPass - Partner Wallet section of MasterCard Developer Zone
(www.developer.mastercard.com), incorporated by this reference.

j. Subsidiary of a party hereto or of a third party means a corporation, company


or other entity:

(i) more than fifty percent (50%) of whose outstanding shares or securities
(representing the right to vote for the election of directors or other
managing authority) are, now or hereafter, owned or controlled, directly or
indirectly, by a party hereto or such third party, but such corporation,
company or other entity shall be deemed to be a Subsidiary only so long as
such ownership or control exists; or

(ii) which does not have outstanding shares or securities, as may be the case in
a partnership, joint venture or unincorporated association, but more than
fifty percent (50%) of whose ownership interest representing the right to
make the decisions for such corporation, company or other entity is now
or hereafter, owned or controlled, directly or indirectly, by a party hereto
or such third party, but such corporation, company or other entity shall be
deemed to be a Subsidiary only so long as such ownership or control
exists.

2. Specifications License

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a. License Grant. For the Term of this Agreement, and subject to the conditions set
forth herein, MasterCard hereby grants to Vendor a world-wide, non-exclusive,
non-transferable license to:

(i) develop, test, or make any Digital Wallet;

(ii) sell, offer to sell, distribute, supply or otherwise provide any Digital
Wallet directly and solely to Licensed Customers or Registered Partners,
solely in accordance with the Specifications and provided Vendor has
successfully completed testing and certification under Section 15
hereunder if required by MasterCard; and/or

(iii) make a reasonable number of complete, unmodified copies of the


Specifications in furtherance of the license granted in this subpart (a) and
distribute such copies to persons within Vendors organization, provided
such persons have been informed of and have agreed to the terms and
conditions of confidentiality set forth in Section 4 of this Agreement.

b. Limited Right to Sublicense. Vendor may sublicense the license rights provided in
subpart (a) hereof to any subcontractor; provided, however, Vendor enters into a
written agreement with such subcontractor that contains confidentiality provisions
at least as protective of Confidential Information as the provisions in Section 4 of
this Agreement, and Vendor retains responsibility for all obligations under this
Agreement.

c. No Implied Rights or Rights by Estoppel. All of Vendors rights with regard to


the Specifications are expressly set forth in this Agreement. All rights not
expressly granted to Vendor are retained by MasterCard. There are no implied
rights or rights by estoppel.

d. No Right to Modify Specifications. Vendor agrees that, unless it is otherwise


granted permission in writing from an authorized representative of MasterCard, it
shall have no right to alter, enhance or otherwise modify the Specifications.

e. Withholding. All sums payable by Vendor to MasterCard under this Agreement


shall be paid in full, free of all deductions and withholdings of any kind, except
where any deduction or withholding is required by law. If any payment by
Vendor is subject to a deduction or withholding required by law, MasterCard shall
be entitled to receive from Vendor such additional amount as ensures that the net
sum received by MasterCard is the same as it would have received if that payment
had not been subject to that deduction or withholding.

f. Compliance. Vendor must comply at all times during the Term with the
Specifications, and shall exercise its rights hereunder in compliance with all
applicable laws and governmental regulations, whether Federal, state or local.

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g. Material Terms and Conditions. Vendor specifically agrees that each of the terms
and conditions of this Section 2 are material and that failure of Vendor to comply
with these terms and conditions shall constitute sufficient cause for MasterCard to
terminate this Agreement. The presence of this Subsection 2.h shall not be
relevant in determining the materiality of any other provision or breach of this
Agreement by either party.

3. Proprietary Rights

a. Except as set forth expressly in this Agreement, each party shall retain all title,
right, and interest to its own intellectual property and no implied license of any
kind and no right under any patent, trademark, trade-secret, copyright or any other
proprietary right of a party shall be deemed to have been granted by one party to
the other party under this Agreement.

b. Vendor agrees and acknowledges that MasterCard retains all proprietary rights,
including patent, copyright, trade secret, trademark and other proprietary rights, in
and to the Specifications and shall own all rights in any corrections, fixes,
enhancements, updates or other modifications any of the same items and
documents, whether made by MasterCard or any other party.

c. Except for and subject to MasterCards proprietary rights as set forth in sections
3.a and 3.b, Vendor shall own all proprietary rights, including patent, copyright,
trade secret, trademark and other proprietary rights, in any Digital Wallet.

4. Confidential Information

Vendor agrees that the Specifications contain proprietary information, including trade secrets,
know-how and other confidential information, that is the exclusive property of MasterCard
(hereinafter Confidential Information). During the period this Agreement is in effect and at
all times after its termination, Vendor and its employees and agents shall strictly maintain the
confidentiality of Confidential Information and shall not sell, license, publish, display, distribute,
disclose or otherwise make available Confidential Information to any third party nor use
Confidential Information except as authorized by this Agreement or as authorized expressly in
writing by MasterCard. Vendor agrees not to disclose the terms of this Agreement to persons not
employees of Vendor without the express written consent of MasterCard. Notwithstanding the
foregoing, Vendor may share Confidential Information with Licensed Customers, Registered
Partners and/or with subcontractors permitted under Section 2.b hereof. The obligations of the
parties under this section shall survive the termination of this agreement.

5. Media Announcements

Vendor agrees that all announcements through the public media related to this Agreement, the
Specifications, and/or any Digital Wallet shall be approved by MasterCard in writing prior to
public disclosure, which approval shall not be unreasonably withheld or delayed. MasterCard
agrees that all announcements through the public media related to this Agreement, the

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Specifications, and/or any Digital Wallet that mention Vendor shall be approved by Vendor in
writing prior to public disclosure, which approval shall not be unreasonably withheld or delayed.

6. Updates

MasterCard may offer to Vendor updates to the Specifications from time to time on its then-
current terms and conditions, but shall not be under an obligation to do so.

7. Representations and Warranties

a. Limited Warranty. MasterCard represents and warrants that it has the full right
and power to grant the rights set forth in Section 2.a. and b. of this Agreement.

b. No Other Warranties. EXCEPT AS OTHERWISE EXPRESSLY SET FORTH


HEREIN, MASTERCARD MAKES NO REPRESENTATIONS OR
WARRANTIES OF ANY KIND, EXPRESS OR IMPLIED, WITH RESPECT
TO MASTERPASS, THE SPECIFICATIONS OR ANY DERIVATIVE WORKS
OF ANY OF THE FOREGOING. MASTERCARD SPECIFICALLY
DISCLAIMS ALL REPRESENTATIONS AND WARRANTIES, INCLUDING
BUT NOT LIMITED TO, THE IMPLIED WARRANTIES OF
MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE.
WITHOUT LIMITATION, MASTERCARD PROVIDES THE
SPECIFICATIONS ON AN AS IS BASIS WITH ALL FAULTS KNOWN
AND UNKNOWN AND SPECIFICALLY DISCLAIMS ALL
REPRESENTATIONS AND WARRANTIES WITH RESPECT TO ANY
THIRD PARTY INTELLECTUAL PROPERTY RIGHTS SUBSISTING
THEREIN OR IN ANY PART THEREOF, INCLUDING BUT NOT LIMITED
TO ANY AND ALL IMPLIED WARRANTIES OF TITLE, NON-
INFRINGEMENT, OR SUITABILITY FOR ANY PURPOSE (WHETHER OR
NOT MASTERCARD HAS BEEN ADVISED, HAS REASON TO KNOW, OR
IS OTHERWISE IN FACT AWARE OF ANY INFORMATION). WITHOUT
LIMITATION, MASTERCARD SPECIFICALLY DISCLAIMS ALL
REPRESENTATIONS AND WARRANTIES THAT MASTERPASS OR ANY
PRACTICE OR IMPLEMENTATION OF THE SPECIFICATIONS WILL NOT
INFRINGE ANY THIRD PARTY PATENTS OR OTHER INTELLECTUAL
PROPERTY RIGHTS. WITHOUT LIMITING THE GENERALITY OF THE
FOREGOING, MASTERCARD DOES NOT WARRANT, GUARANTEE OR
MAKE ANY REPRESENTATIONS REGARDING THE CORRECTNESS,
ACCURACY, RELIABILITY, OR CURRENTNESS OF MASTERPASS OR
THE SPECIFICATIONS. VENDOR ASSUMES THE ENTIRE RISK ARISING
OUT OF THE USE OF AND/OR RELIANCE ON THE SPECIFICATIONS.
SHOULD ANY SUCH DOCUMENTATION INCLUDE DEFECTS IN ANY
WAY, VENDOR AGREES TO ASSUME THE ENTIRE COST OF ALL
SERVICING, REPAIR AND/OR CORRECTION ARISING IN CONNECTION
WITH ANY USE OF THE SAME.

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8. Limitation of Liability; Indemnity

a. MASTERCARD AND ITS OFFICERS, DIRECTORS, EMPLOYEES,


AGENTS, AND AFFILIATES SHALL NOT BE LIABLE FOR ANY DEFECT
OF, OR ERROR OR OMISSION IN, MASTERPASS OR THE
SPECIFICATIONS OR ANY RELATED DOCUMENTATION. VENDOR
ACKNOWLEDGES AND AGREES THAT MASTERCARD SHALL NOT BE
LIABLE TO VENDOR (OR TO ANY THIRD PARTY, INCLUDING
CUSTOMERS OF VENDOR) FOR ANY LOSS, DAMAGES (INCLUDING
DIRECT, SPECIAL, PUNITIVE, EXEMPLARY, INCIDENTAL OR
CONSEQUENTIAL DAMAGES) OR COSTS (INCLUDING ATTORNEYS
FEES) WHICH ARISE OUT OF ANY THIRD PARTY CONTENT OR
VENDORS OR ANY USERS USE OR THE INABILITY TO USE
MASTERPASS, THE SPECIFICATIONS (AND ANY INTELLECTUAL
PROPERTY SUBSISTING WITHIN MASTERPASS AND/OR THE
SPECIFICATIONS), ANY DIGITAL WALLET OR ANY PRODUCTS OF
VENDOR, OR OTHERWISE ARISE OUT OF OR ARE RELATED TO THIS
AGREEMENT. THE FOREGOING LIMITATION OF LIABILITY SHALL
APPLY TO ANY CLAIM OR CAUSE OF ACTION UNDER LAW OR
EQUITY WHATSOEVER, INCLUDING CONTRACT, WARRANTY, STRICT
LIABILITY, INDEMNIFICATION OR NEGLIGENCE, EVEN IF
MASTERCARD HAS BEEN NOTIFIED OF THE POSSIBILITY OF SUCH
DAMAGES OR CLAIM. UNDER NO CIRCUMSTANCES SHALL
MASTERCARD HAVE ANY LIABILITY TO VENDOR OR ANY THIRD
PARTY FOR ANY CLAIM ARISING FROM OR RELATING TO THIS
AGREEMENT IN EXCESS OF ONE THOUSAND DOLLARS ($1,000). THE
LIMITATIONS OF LIABILITY SET FORTH IN THIS SECTION ARE
FUNDAMENTAL ELEMENTS OF THIS AGREEMENT. VENDOR
ACKNOWLEDGES AND AGREES THAT MASTERCARD WOULD NOT BE
ABLE TO GRANT TO VENDOR THE RIGHTS CONTEMPLATED
HEREUNDER ON AN ECONOMIC BASIS WITHOUT SUCH LIMITATIONS.

b. Vendor hereby agrees to indemnify, defend and hold harmless MasterCard and its
officers, directors, employees, agents and Affiliates from and against any and all
claims arising out of or in connection with the use, making, distributing,
importing, offer for sale, sale or other commercial exploitation of any Digital
Wallet by Vendor or any third party; provided, however, that the foregoing shall
not apply to the extent any such claim necessarily results from Vendors
compliance with the Specifications. Vendor acknowledges that third-party
licenses may be necessary in order to properly implement the Specifications and
MasterCard makes no representation or warranty, and takes no responsibility, in
such regard.

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9. Notices

All notices required by, or relating to this Agreement, shall be sent, via US registered or certified
mail or via facsimile transmission, to the parties in writing at their addresses as set forth below.
The address of a party may be revised, from time to time, in which event the party shall so notify
the other party in writing. All notices shall be deemed duly given five (5) business days
following the date of their mailing by registered or certified pre-paid mail, or on the day they are
received by facsimile transmission or in person by hand delivery.

MasterCard: MasterCard International Incorporated


2000 Purchase Street,
Purchase, New York 10577
USA

Attn:
Facsimile No.: +1 914 249 4102

Copy to: Law Department


Facsimile No.: +1 914-249-4261

Vendor: Address and other notice information per the Signature Page

10. Term

The Term of this Agreement commences on the Effective Date and continues until this
Agreement is terminated pursuant to Section 11.

11. Termination

a. Termination for Convenience. Vendor shall have the right to terminate this
Agreement by providing MasterCard with ninety (90) days written notice of
termination.

b. Termination for Cause. Subject to the notice and opportunity to cure described
below, each party shall have the right to terminate this Agreement in the event of
the occurrence of any of the following events (an Event of Default):

(i) In the event the other party violates any provision of this Agreement; or

(ii) In the event the other party (A) terminates or suspends its business, (B)
becomes subject to any bankruptcy or insolvency proceeding under
Federal or state statute, (C) becomes insolvent or subject to direct control
by a trustee, receiver or similar authority, or (D) has wound up or
liquidated its business, voluntarily or otherwise.

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c. Notice and Opportunity to Cure. Upon the occurrence of an Event of Default, a


party shall deliver to the defaulting party a Notice of Intent to Terminate that
identifies in reasonable detail the Event of Default. If the Event of Default
remains uncured for thirty (30) days, the party may terminate this Agreement by
delivering to the defaulting party a Notice of Termination that identifies the
effective date of the termination, which date shall not be less than thirty (30) days
after the date of delivery of the Notice of Intent to Terminate.

d. Termination by MasterCard. MasterCard may immediately terminate this


Agreement by giving notice to Vendor in the event (a) MasterPass, the
Specifications, and/or any Digital Wallet gives rise to a legal claim, lawsuit,
action or other proceeding against MasterCard or its officers, directors,
employees, agents or Affiliates, or (b) MasterCard ceases support of MasterPass,
the Specifications or any component thereof in its sole discretion.

e. Procedure. Within ten (10) days after termination of this Agreement, Vendor
shall, at Vendors expense, either (i) return to MasterCard the Specifications, and
all copies thereof in its possession and/or control, or (ii) delete and/or destroy all
copies of the Specifications in its possession and/or control. Within this same
time period, Vendor shall deliver to MasterCard a certification, in writing, signed
by an officer of Vendor, affirming that all copies of the Specifications have been
returned to MasterCard or that all copies of the Specifications have been deleted
and/or destroyed, and that all use of the Specifications have been discontinued.

12. Assignment

Vendor shall not assign or otherwise transfer the Specifications, the rights granted hereunder or
this Agreement to anyone, including without limitation, any Parent, Subsidiary, Affiliate or third
party, or as part of the sale of any portion of its business, or pursuant to any merger,
consolidation or reorganization, without MasterCard's prior written consent.

13. Force Majeure

Neither party shall be in default or otherwise liable for any delay in or failure of its performance
under this Agreement, except for payment obligations, if such delay or failure arises by any
reason beyond its reasonable control, including any act of God, any acts of the common enemy,
the elements, earthquakes, floods, fires, epidemics, riots, failures or delay in transportation or
communications, or any act or failure to act by the other party or such other party's employees,
agents or contractors; provided, however, that lack of funds shall not be deemed to be a reason
beyond a party's reasonable control. The parties will promptly inform and consult with each
other as to any of the above causes which in their judgment may or could be the cause of a delay
in the performance of this Agreement.

14. Export Regulations

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Regardless of any disclosure made by Vendor to MasterCard of an ultimate destination of any


Specifications or Digital Wallets, Vendor will not export or re-export, either directly or
indirectly, any Specifications, Digital Wallets, or other technology received from MasterCard
without first obtaining, at Vendors expense, any required export or re-export license from the
United States Government. Vendor confirms that Vendor will not engage in any activities
related to this Agreement with a person, as that term is identified on the OFAC List (as defined
below), or with a Person with whom a citizen of the United States is prohibited to engage in
transactions by any trade embargo, economic sanction, or other prohibition of United States law,
regulation, or Executive Order of the President of the United States. For purposes of this Section,
OFAC List shall mean the list of specially designated nationals and blocked persons subject to
financial sanctions that is maintained by the U.S. Treasury Department, Office of Foreign Assets
Control and any other similar list maintained by the U.S. Treasury Department, Office of Foreign
Assets Control pursuant to any requirements of law, including, without limitation, trade
embargo, economic sanctions, or other prohibitions imposed by Executive Order of the President
of the United States. The OFAC List currently is accessible through the internet website
www.treas.gov/ofac.

15. Testing Requirements

If required by MasterCard, Vendor shall submit its Digital Wallets, at the Vendors sole cost and
expense, to MasterCard or a third party designated by MasterCard for testing and certification.
Vendor shall cooperate with MasterCard and/or said third party for such testing and certification.

16. Insurance

At all times during the Term, Vendor shall maintain for itself, and its personnel, policies of
insurance affording adequate liability coverage in respect of its obligations arising out of or in
relation to this Agreement. If requested, Vendor shall provide MasterCard with certificates of
insurance evidencing the existence of such coverage as MasterCard may request from time to
time.

17. Privacy, Confidentiality and Information Security. For the avoidance of doubt, this
Agreement does not permit Vendor to Process Personal Data. If Vendor desires to
Process Personal Data then it may only do so on behalf of a Licensed Customer in
compliance with the MasterCard Rules within Vendors role as a Service Provider (as
defined in the MasterCard Rules) registered by such Licensed Customer as proscribed in
the MasterCard Rules.

18. General Provisions

a. Rules/Complete Agreement. To the extent that they relate to MasterPass or to the


activities contemplated hereunder, the MasterCard Rules and MasterPass Rules
shall be deemed to be incorporated herein as if set out in full. In the event of any
conflict with the MasterCard Rules and/or MasterPass Rules, the terms of this
document shall prevail. In the event of a conflict between the MasterCard Rules
and the MasterPass Rules, the MasterPass Rules shall prevail with respect to this
Agreement. The parties agree that this Agreement is the complete and exclusive
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statement of the agreement between the parties relating to MasterPass and/or the
Specifications, which supersedes and merges all prior proposals, understandings
and all other agreements, oral or written, between the parties regarding
MasterPass and/or the Specifications.

b. Amendment. This Agreement may not be modified, altered or amended except by


written instrument duly executed by both parties.

c. Waiver. The waiver or failure of either party to exercise in any respect any right
provided for in this Agreement shall not be deemed a waiver of any further right
under this Agreement.

d. Severability. If any provision of this Agreement is invalid, illegal or


unenforceable under any applicable statute or rule of law, it is to that extent to be
deemed omitted. The remainder of the Agreement shall be valid and enforceable
to the maximum extent possible provided the original intent of this Agreement is
preserved in all material respects.

e. Governing Law; Submission to Jurisdiction. This Agreement and performance


hereunder shall be governed by the laws of the State of New York, without regard
to its conflicts of laws provisions. The parties submit to the exclusive jurisdiction
of the federal and state courts located in the City and State of New York for the
resolution of all matters relating to this Agreement.

f. Headings. The headings in this agreement do not affect its interpretation.

g. No Jury Trials. The parties waive any right to a jury trial.

h. Read and Understood. Each party acknowledges that it has read and understands
this Agreement and agrees to be bound by its terms. Both parties acknowledge
and agree that they had a full and ample opportunity to consult legal counsel
regarding this Agreement prior to signing, have freely and voluntarily entered into
this Agreement, and have read and understood each and every provision. Both
parties acknowledge and agree that any interpretation of this Agreement shall not
be construed against a party by virtue of its having drafted the terms and
conditions hereunder.

i. Survival of Terms. All indemnifications, agreements to hold harmless, agreements


to defend, representations, warranties, and provisions relating to confidentiality,
exclusivity and limitations on liability, shall survive the termination of this
Agreement.

j. All schedules and attachments to this Agreement are incorporated herein and by
this reference made a part of this Agreement. Schedules and attachments to this
Agreement include the following:

Signature Page
Schedule A Specifications
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SCHEDULE A

Specifications

Title Purpose / Description


This document describes the functionality of a digital wallet
MasterPass API Integration Guide created in accordance with the specifications described
therein and connected, pursuant to the specifications
described therein, to the MasterPass integrated acceptance
network via a MasterCard application programming
interface.

MasterPass Wallet Distributor Guide This document describes MasterPass, various types of digital
wallets participating in MasterPass, and digital wallet
registration and distribution.

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