• Prior to access and use of the Tap Services SDK (also referred to as “SDK” herein), Company must have fully executed a Visa Tap Services Software Development Kit License Agreement ("License Agreement") pursuant to which Visa has licensed the Tap Services SDK to Company.  Notwithstanding anything to the contrary, in the event of any conflict between the License Agreement and this Agreement, the License Agreement shall prevail. To the extent that Company has not signed a License Agreement, it shall not access or use the SDK and the rights granted to it under this Agreement shall cease.
• For the purposes of the Tap Services SDK, references in the Agreement (other than in these Product Terms) to access to and use of an “API” or “APIs,” or “API(s)” in general, are deemed to mean download, access to and use of the Tap Services SDK or the Tap Services SDKs in general.

• Evaluation License. Subject to compliance by Company with the terms and conditions of this Agreement, Company’s Evaluation License is limited to:

(a)     Review Visa Documentation to create binary code that can access Object Code;

(b)     Create source code to call applicable API(s) of the SDK;

(c)     Run Object Code to call the applicable API(s);

(d)     Modify the PPSE Source Code to enable the Developer Application(s) to identify the payment network associated with a credential;

(e)     Compile the Developer Application(s) to incorporate the binary code of (a)-(d); and

(f)     Make a reasonable number of back-up or test copies of the SDK for internal use in support of (a)-(e); 

in each case (a)-(f) solely for internal, non-commercial use and solely to the extent necessary to enable Company to review, test, and evaluate the SDK and its use to enable the Permitted Use Case(s) in Developer Application(s). 

• Production License.  Subject to compliance by Company with the terms and conditions of this Agreement, Company’s Production License is limited to: 

(a)     Review Visa Documentation to create binary code that can access Object Code;

(b)     Create source code to call applicable API(s) of the SDK;

(c)     Run Object Code to call the applicable API(s);

(d)     Modify the PPSE Source Code to enable the Developer Application(s) to identify the payment network associated with a credential;

(e)     Compile the Developer Application(s) to incorporate the binary code of (a)-(d);

(f)      Distribute the compiled Developer Application(s) incorporating the binary code of (a)-(d) on COTS Devices; and

(g)     Make a reasonable number of back-up or test copies of the SDK for internal use in support of (a)-(e); 

in each case (a)-(g) solely to the extent necessary to enable Company to enable the eligible Permitted Use Cases, all in accordance with the Visa Documentation and Tap Services Framework (including any applicable testing and approval requirements of Visa therein) as applicable.    

• Definitions. The following capitalised terms shall have the following meanings:

o    “COTS Devices” means any electronic handheld device (including smart phone, tablet, or PDA) that is not solely dedicated to payment acceptance and that has the ability to wirelessly communicate account data to a payment facilitator, acquirer, or acquirer processor (including via Wi-Fi, GSM, GPRS, CDMA) for transaction processing, as may be updated by Visa in the Tap Services Framework.

o    “Developer Application(s)” means an application developed by or for Developer that incorporates the SDK to facilitate or to enable the Permitted Use Case(s) by leveraging the SDK.

o    “Evaluation Term” shall have the meaning forth in the License Agreement executed by and between Company and Visa.

o    “Evaluation Territory” shall have the meaning set forth in the License Agreement executed by and between Company and Visa.

o    “Object Code” means the object code that is provided by Visa for the SDK.

o    “Permitted Use Case(s)” shall have the meaning set forth in the License Agreement executed by and between Company and Visa.

o    “PPSE Source Code” means source code provided by Visa (1) for the Select Proximity Payment System Environment (“PPSE”) command that is sent from a COTS Device’s reader to the credential and (2) that processes returned data elements from the credential in response to such command.  

o    “SDK” means the software developer kit made available by Visa to Developer (or any part thereof), which includes the Tap Services Kernel, Object Code, PPSE Source Code, API(s), integration specifications, sensory branding materials, and other materials and documentation made available by Visa or any Visa Affiliate to Developer in connection with the Visa Tap Services Framework, as such software developer kit is updated by Visa from time to time, including, without limitation, any Modifications thereto.

o    “Tap Services Framework” means the framework known by Visa as the “Tap Services Framework” (or any successor frameworks), which may be modified by Visa from time to time.

o    “Tap Services Kernel” means the solution(s) known by Visa as the “Tap Services Kernel” (or any successor solutions) which may be modified from time to time and may be used for consumer COTS Devices.

Capitalised terms used but not defined in this Agreement shall have the meanings ascribed to them in the License Agreement.