TNS DEVELOPER TERMS OF USE

Last updated 9/12/2024

THESE TNS DEVELOPER TERMS OF USE, AS WELL AS ALL TERMS AND CONDITIONS THAT MAY BE LINKED OR OTHERWISE INCORPORATED BY REFERENCE, ARE COLLECTIVELY REFERRED TO AS THE “AGREEMENT”.

THIS AGREEMENT APPLIES TO YOU AS AN INDIVIDUAL USER, AS WELL AS ANY ENTITY THAT EMPLOYS YOU OR THAT YOU REPRESENT (COLLECTIVELY “YOU” OR “YOUR”).

PLEASE READ THE AGREEMENT CAREFULLY BEFORE USING ANY SERVICE OR MATERIALS. BY CLICKING “I ACCEPT” OR A SIMILAR AFFIRMATION AS IT APPEARS BELOW OR OTHERWISE ACCESSING OR USING ANY SERVICES OR MATERIALS CONSTITUTES YOUR AGREEMENT WITH TRANSACTION NETWORK SERVICES, INC. AND ITS AFFILIATES (COLLECTIVELY “TNS”) TO BE BOUND BY THIS AGREEMENT.  IF YOU DO NOT AGREE TO THIS AGREEMENT, YOU ARE NOT AUTHORIZED TO USE THE SERVICES OR MATERIALS.

CAPITALIZED TERMS USED IN THIS AGREEMENT THAT ARE NOT OTHERWISE DEFINED HAVE THE MEANING SET FORTH IN SECTION 15.

1. Licenses.

1.1. Subject to and conditioned upon Your compliance with the terms and conditions of this Agreement, TNS grants You a personal, nonexclusive, non-sublicensable, non-transferable, revocable, limited license, solely in the Territory, during the term of this Agreement, to: (i) use, reproduce and create derivative works of the Materials solely for the purpose of developing and testing Applications within the Test Environment using the Test Data, provided that the APIs are not modified and interoperability with the TNS Services is maintained in accordance with the applicable Documentation; (ii) use the Test Environment and Test Data in accordance with the applicable Documentation to test Your Application, including test transactions, test batch upload features, sample reports, and test and simulation of transaction responses. You agree that you will use the Services and Materials for your own personal, non-commercial use for testing purposes only. 

1.2. Licenses to TNS. You grant TNS and TNS Affiliates a non-exclusive, non-transferable license during the term of this Agreement to do any of the following in its sole discretion: (i) use Your Applications and review the code in Your Applications for testing and other related purposes to ensure that it complies with this Agreement, (ii) make general public statements to the media, including press releases, announcements, marketing materials, and publicly through any channel or medium, that refer to You in plain text by name or using Your Trademarks with respect to Your use of the Services, the Materials and Your Application without obtaining Your prior consent, provided that the disclosure is accurate and not misleading or disparaging.

2. Obligations and Limitations

2.1. You agree that: (i) You are responsible for your use of the Test Environment and Your use and handling of all Test Data, whether provided by TNS or submitted by You as well as any data generated or derived from that data; (ii) TNS has no obligation to maintain such Test Data on its servers and reserves the right to delete from its systems all such data on regular intervals without notice; and (iii) only simulated Test Data may be submitted or uploaded within the Service (e.g., real account numbers, names, addresses, other Personal Information, or Cardholder Information, including device ID and other personal identifying information that may be subject to Privacy and Data Protection Regulations, may not be uploaded or otherwise used in connection with the Services); (iv) load testing Services is not permitted; (v) TNS has no obligation to monitor or validate any information submitted or uploaded by You on or through any Service; and (vi) You agree to provide TNS with reasonable cooperation and assistance as may be required to launch and manage Your participation in any capabilities or APIs hereunder.

2.2. Notwithstanding anything to the contrary, You will not (and will have no right to):

• alter or remove any copyright, trademark, trade name or other proprietary notices, legends, symbols or labels appearing on or in the Materials or any reproduction thereof;
• sublicense (or purport to sublicense), distribute or disclose any of the Materials, in whole or in part, to any third party or use the Services or Materials on a service bureau basis or otherwise on behalf of any third party;
• distribute or otherwise provide all or any portion of the Services or Materials outside of the Territory or otherwise use or export any Materials in violation of applicable laws or regulations;
• engage in any activity, including the development or distribution of any software (whether in the form of object code or source code), that interferes with, disrupts, damages, or accesses in an unauthorized manner any TNS Services or any TNS platforms, servers, or systems, or those of any of its Affiliates or any third party;
• make any statements that Your product or service is “certified” or otherwise endorsed, or that its performance is guaranteed, by TNS;
• decompile, reverse engineer, disassemble, rent, lease, loan, distribute, or create derivative works of the Services or Materials or any portion thereof;
• use the Services or Materials or any associated data or content, or extract, scrape or otherwise deconstruct any of the Services or Materials or any associated data or content, for the purpose of using individual data elements (e.g., geocodes), combining data elements (e.g., routes or paths), compiling, enhancing, verifying, supplementing, or otherwise modifying databases, lists, or directories of any kind, including, but not limited to, marketing purposes, location databases, mailing lists, contact lists, marketing lists, geographical directories, or any other compilation or collation of information which is sold, rented, published, distributed or in any manner supplied to a third party;
• attempt to circumvent any security measures or technical limitations;
• use the Services or Materials or any associated data or content in any manner or for any purpose that violates any Law or any right of any person, including but not limited to any Intellectual Property Rights or rights of privacy;
• use the Materials or Services for providing any credit reporting information or for any “permissible purpose” as defined by any applicable law, including, without limitation, the Fair Credit Reporting Act; or
• otherwise use or exploit the Services or Materials for any purpose other than as expressly permitted by this Agreement.

2.3. No Support. TNS has no obligation to provide support, maintenance, updates, upgrades, modifications or new releases of any Services or Materials (“Updates”). If TNS does elect, in its sole discretion, to provide any Updates, the terms of this Agreement will govern such Updates, unless accompanied by a separate license, in which case the terms of that license will govern. TNS reserves the right to limit, modify, or terminate any capabilities or APIs offered hereunder at any time.

2.4. Open Source Software. The Services and Materials may contain software that is subject to terms that, as a condition of use, copying, modification or redistribution, require such software and derivative works thereof to be disclosed or distributed in source code form, to be licensed for the purpose of making derivative works, or to be redistributed free of charge, including without limitation software distributed under the GNU General Public License or GNU Lesser/Library GPL (“Open Source Software”). To the extent any such license requires terms with respect to such Open Source Software that are inconsistent with this Agreement, then such rights in the applicable Open Source Software license will take precedence over the rights granted in this Agreement, but solely with respect to such Open Source Software. You acknowledge that any applicable Open Source Software license is solely between You and the applicable licensor of the Open Source Software and that You will comply with the applicable Open Source Software license. You agree not to use any Open Source Software in the development of Your Application in such a way that would cause any portions of the Services or Materials to be subject to any Open Source Software licensing terms or obligations.

2.5. During and after the Term, You, on behalf of yourself and your Affiliates, hereby agree not to assert, authorize, assist, or encourage any third party to assert, against TNS, customers, vendors, business partners or licensors associated with the Services or the Materials, any patent infringement claim regarding the Services or the Materials or any portion, functionality or other characteristics thereof.

3. Your Capacity and Related Matters. 

3.1. You represent and warrant that: (i) You will update TNS by email or other method as designated by TNS with any changes to information You have previously supplied; (ii) no authorization or approval from any third party is required in connection with Your execution, delivery or performance of this Agreement, (iii) You have the legal right, power and authority to accept the terms and conditions of this Agreement on Your own behalf and on behalf of any company that employs You or that You represent; (iv) this Agreement constitutes a legal, valid and binding obligation, enforceable against You (including any company that employs You or that You represent) in accordance with its terms; (v) Your obligations under this Agreement do not violate any applicable laws or breach any agreement to which You are bound; and (vi) any materials You provide, create or develop that are in any way related to this Agreement, or the use thereof, do not and will not infringe any Intellectual Property Rights of any third party; and (vii) You are not a Restricted Person.  

3.2. You will be responsible for ensuring Authorized Users comply with the terms and conditions of this Agreement as if they were You, and will be the actions and omissions of Authorized Users under this Agreement to the same extent as You are bound.

4. Compliance with Law, TNS Guidelines and Payment of Fees.

4.1. You agree to comply, at Your own expense, with all local, state, regional, national, foreign, international or other laws, policies, regulations, ordinances, rules, orders and judgments applicable to You, Your business, the Services, the Materials or the Applications developed hereunder, including, without limitation, all applicable privacy requirements, including any privacy notice compliance, to the extent required by Privacy and Data Protection Regulations, and all applicable Trade Restrictions (all of the foregoing, collectively, “Laws”). You will not use the Services or any Materials in any manner, or in furtherance of any activity, that may cause TNS to be in breach of applicable Laws or subject to investigation, prosecution, or legal action.

4.2. Any Application developed using any of the APIs or other Materials must comply with the following criteria and requirements:

4.2.1. Applications may not be designed or marketed for the purpose of harassing, abusing, stalking, threatening or otherwise violating the legal rights (such as the rights of privacy and publicity) of others.

4.2.2. Applications may not use any robot, spider, site search or other retrieval application or device to scrape, retrieve or index any Services or Materials, or to collect information about users for any unauthorized purpose.

4.2.3. You must either own all content used in Your Application or have permission from the content owner to use it in Your Application.

4.2.4. Applications must not contain any malware, malicious or harmful code, program, or other internal component (e.g., computer viruses, trojan horses, “backdoors”) which could damage, destroy, or adversely affect other software, firmware, hardware, data, systems, services, or networks.

5. Links. The Materials may contain hyperlinks to content hosted and maintained by third parties. The linked sites are not approved or controlled by TNS and Your access to any linked site is at Your own risk. TNS makes no claim or representation regarding, and accepts no responsibility for, sites accessible by any such hyperlink.

6. Data Privacy and Security.

6.1. TNS may collect, process, disclose, and use technical and related information, including but not limited to information about You, Your Applications, and Your computers, system software, other software and peripherals. The Privacy Policy describes how the platform handles Personal Information.

6.2. You are solely responsible for the security of data residing on server(s) or other systems owned or operated by You, or a third party designated by You (e.g., a web hosting company, processor, or other service provider). You agree that You will comply with all applicable TNS security protocols and security advisories in effect during the term of this Agreement. You will comply and require all third parties with which You have relationships to comply with all applicable Laws governing the security, collection, retention and use of information.

6.3 You agree and acknowledge that data fields and content provided by or accessible through the API(s) are for informational purposes only and not intended to be relied upon as or deemed to be any form of financial, business, tax or legal advice.  Information may not be accurate or current.  You should seek independent verification or advice. 

7. Term.

This Agreement will commence on the date You indicate Your acceptance of the terms and conditions hereof and will remain in full force and effect until the earlier of (a) the date terminated as permitted hereunder, or (b) the date You (i) become a Restricted Person, (ii) make a general assignment for the benefit of creditors, (iii) file a voluntary petition of bankruptcy, suffer or permit the appointment of a receiver for its business or assets, (iv) become subject to any proceedings under any bankruptcy or insolvency law where such proceedings have not been dismissed within 60 days, or (v) have wound up or liquidated, voluntarily or otherwise.

8. Termination.

8.1 Termination Generally.  TNS may terminate or block Your use of any Services or Materials at any time for any or no reason.  You may elect to not use the Services or Materials at any time for any nor no reason   

8.2. Effect of Termination. Upon expiration or termination of the Agreement for any reason, all rights and licenses granted to You under this Agreement will be extinguished, and You will immediately cease using the Materials and any derivative works thereof and you will promptly either return to TNS or delete, at no cost to TNS, all Materials, TNS Confidential Information, and all copies, extracts and derivative works of the foregoing, together with any and all documents, notes and other materials regarding such information. Sections 1, 2.3, 3.1.2, 3.1.3, 3.3, 4.1, 5, 6, 9-13,14.8, 14.9, 14.12, and 14.13 will survive any termination of this Agreement.

9. Intellectual Property

9.1. TNS. As between TNS and You, TNS owns, and will retain, all right, title and interest in and to the Services, Materials, Documentation, and TNS Trademarks, any derivatives of the foregoing, and all Intellectual Property Rights therein or associated therewith (collectively, “TNS IP”). No title to or ownership of any TNS IP is granted or otherwise transferred to You or any other entity or person under this Agreement.  You hereby assign and will assign to TNS any right, title or interest that You may obtain in TNS IP.

9.2. Use of Trademarks and Brand Assets. Nothing in this Agreement grants You any rights to use any TNS Trademarks or TNS branding experience (including audio, visual or haptics, collectively the “TNS Brand Assets”). For the avoidance of doubt, Services that You are granted access to under this Agreement that includes any TNS Trademarks or TNS Brand Assets does not constitute a license to use such TNS Trademarks or TNS Brand Assets. If You make reference to any products, services or technology of TNS, You will strictly comply with all standards and guidelines with respect to TNS’s Trademarks and TNS Brand Assets contained herein or which may be furnished or made available to You from time to time. All uses of TNS Trademarks or TNS Brand Assets will inure to the benefit of TNS.

9.3. Trademark and TNS Brand Assets Restrictions. You will not: (a) use TNS Trademarks or TNS Brand Assets except to the extent You have been expressly authorized by TNS; (b) take any actions inconsistent with TNS’s ownership of TNS Trademarks and TNS Brand Assets and any associated registrations (including by using, registering or attempting to register any TNS Trademarks or TNS Brand Assets or trademarks or domain names that are confusingly similar to any of the TNS Trademarks or TNS Brand Assets), or attack the validity of TNS Trademarks or TNS Brand Assets or its ownership thereof, or any of the terms of this Agreement; (c) use or create a combination mark consisting of one or more of TNS Trademarks; (d) use TNS Trademarks or TNS Brand Assets in any manner that would indicate You are using such Trademarks or TNS Brand Assets other than as a licensee of TNS; or (e) assist any third party do any of the same.

10. Confidential Information.

10.1. You agree to hold all Confidential Information in strict confidence, not to disclose, distribute or disseminate the Confidential Information or information derived therefrom in any way to any third party and not to use the Confidential Information for Your own benefit or the benefit of others, or for any purpose except in connection with Your exercise of Your rights and Your performance of Your obligations under this Agreement. You will ensure the protection of all Confidential Information from unauthorized disclosure and to take precautions at least as great as those taken to protect Your own information of a similar nature, but in no event less than the equivalent of a reasonable degree of care. You agree that the existence and terms and conditions of this Agreement will be Confidential Information. Upon TNS’s request, You will return or destroy (and certify such destruction to TNS’s reasonable satisfaction) all materials, in any medium, that contain, embody, reflect or reference all or any part of any Confidential Information. You acknowledge that breach of this Section 10.1 may result in irreparable harm to TNS, for which money damages may be an insufficient remedy, and therefore TNS will be entitled to seek injunctive relief to enforce the provisions of this Section without requirement of posting a bond or providing special evidence. 

10.2. For avoidance of doubt, You may not use or disclose any Materials or Confidential Information for any patents or patent applications. Without limiting any other rights or remedies of TNS, if You or any of your employees, agents or contractors use or disclose any Materials or Confidential Information for any patents or patent applications or file or prosecute any patents or patent applications for inventions based on any Materials or TNS Confidential Information, TNS and its Affiliates will have and are hereby granted a fully paid-up, royalty-free, worldwide, perpetual, irrevocable license to exercise all rights under such patents and patent applications, including the right to grant and authorize sublicenses.

10.3. TNS works with many application and software developers and some of their products may be similar to or compete with Your Applications. TNS may also be developing its own similar or competing applications and products or may decide to do so in the future. TNS does not agree, and expressly disclaims, any confidentiality obligations or use restrictions, express or implied, with respect to any information that You may provide in connection with this Agreement (“Licensee Disclosures”). You agree that any such Licensee Disclosures will be non-confidential. TNS will be free to use and disclose any Licensee Disclosures on an unrestricted basis without notifying or compensating You. You release TNS from all liability and obligations that may arise from the receipt, review, use, or disclosure of any portion of any Licensee Disclosures. Any physical materials You submit to TNS will become TNS property and TNS will have no obligation to return those materials to You or to certify their destruction.

10.4 Exceptions.  Your obligations under this Section will not apply to Confidential Information to the extent that You can establish that such Confidential Information: (a) is or has become publicly known (other than through unauthorized disclosure); (b) is disclosed to You without obligation of confidentiality from a third party who has the right to disclose such information without restriction and not indirectly from TNS; or (c) is independently developed by You without any use of or reference to Confidential Information of TNS and without violating TNS’s proprietary rights.  In addition, You may disclose Confidential Information of TNS if required by court order, governmental demand, or other compulsory legal process, provided that, if legally permitted to do so, You first notify TNS in writing at least ten days in advance in order to afford TNS an opportunity to seek a protective order or other relief.  Feedback and Modifications provided to TNS or its Affiliate by You or Your Affiliate will not be considered confidential information, and TNS and the TNS Affiliates will not have any confidentiality obligations owed to You with respect thereto.  If applicable law now or hereafter in effect imposes a higher standard of confidentiality to the Confidential Information, such standard will prevail over the provisions of this Section.  TNS and its Affiliates have the right to disclose portions of this Agreement to its regulators in the exercise of their statutory authority or to an intended third party beneficiary as necessary to enable enforcement of such intended third party beneficiary rights. 

11. DISCLAIMERS.

THE SERVICES, MATERIALS AND ALL INFORMATION AND OTHER MATERIALS CONTAINED OR MADE AVAILABLE THEREIN ARE PROVIDED ON AN “AS IS”, “AS AVAILABLE”, “WITH ALL FAULTS” BASIS WITHOUT WARRANTY OF ANY KIND. YOUR USE OF ANY OF THE FOREGOING IS AT YOUR OWN RISK. NEITHER TNS NOR ANY OF ITS CURRENT OR FORMER AFFILIATES, EMPLOYEES, SUCCESSORS OR ASSIGNS REPRESENT OR WARRANT THAT THE TNS SERVICES, MATERIALS, OR ANY INFORMATION OR OTHER MATERIALS CONTAINED OR MADE AVAILABLE THEREIN WILL BE AVAILABLE, ACCESSIBLE, UNINTERRUPTED, TIMELY, SECURE, ACCURATE, COMPLETE, CURRENT OR ERROR-FREE. YOU EXPRESSLY ACKNOWLEDGE THAT THE SERVICES MAY BE SUBJECT TO OUTAGES, INTERRUPTIONS, ATTACKS BY THIRD PARTIES AND DELAY OCCURRENCES. TNS SPECIFICALLY DISCLAIMS ALL REPRESENTATIONS, WARRANTIES, AND CONDITIONS WHETHER EXPRESS OR IMPLIED, ARISING BY STATUTE, OPERATION OF LAW, USAGE OF TRADE, COURSE OF DEALING, OR OTHERWISE, INCLUDING BUT NOT LIMITED TO, WARRANTIES OR CONDITIONS OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT, OR TITLE. TNS assumes no liability or responsibility for any inaccurate or incomplete information or claims that may result from reliance on such information. Without limiting the foregoing and for avoidance of doubt, TNS, its Affiliates, and their respective licensors, will not be liable for, and hereby expressly disclaim any liabilities and warranties with respect to, any Open Source Software or other third party components of Materials or Content. Some states or provinces do not allow the exclusion of certain warranties, so the above limitations may not apply to You. You may have rights that vary from jurisdiction to jurisdiction; however, the above disclaimers apply to the extent permitted by applicable Law.

12. LIMITATIONS OF LIABILITY.

12.1. TO THE FULL EXTENT PERMITTED UNDER APPLICABLE LAWS, UNDER NO CIRCUMSTANCES WILL TNS OR ANY OF ITS AFFILIATES OR VENDORS (OR ANY OFFICERS, DIRECTORS, EMPLOYEES OR AGENTS OF TNS, OR ITS AFFILIATES OR VENDORS) (COLLECTIVELY, THE “TNS PARTIES”) BE LIABLE FOR:

• ANY INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL OR EXEMPLARY DAMAGES (HOWEVER ARISING);
• LOST REVENUE, LOST PROFITS, OR LOST ANTICIPATED PROFITS;
• LOST BUSINESS, INJURY TO BUSINESS REPUTATION OR GOODWILL; OR
• COST OF PROCUREMENT OF SUBSTITUTE SERVICES

UNDER ANY THEORY OF LIABILITY OR CAUSE OF ACTION WHETHER IN TORT (INCLUDING NEGLIGENCE), CONTRACT OR OTHERWISE, REGARDLESS OF WHETHER IT HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

12.2. TO THE EXTENT PERMITTED UNDER APPLICABLE LAW, IN NO EVENT WILL THE TNS PARTIES’ TOTAL CUMULATIVE LIABILITY TO YOU, WHETHER ARISING IN TORT (INCLUDING NEGLIGENCE), CONTRACT OR OTHERWISE, ARISING OUT OF OR RELATING TO THIS AGREEMENT, OR MATERIALS, EXCEED A TOTAL OF FIVE HUNDRED US DOLLARS ($500.00).

13. Indemnification. You agree, at TNS’s request and Your sole expense, to indemnify, defend and hold harmless TNS Parties from and against any and all claims, actions, proceedings, and suits (including claims, suits or actions by or on behalf of You, customers, endpoints, or service providers or any of their respective personnel, collectively, “User Parties”) and all related liabilities, damages, settlements, penalties, fines, costs or expenses (including reasonable attorneys’ fees and other litigation expenses) arising out of or relating to: (a) the direct or indirect access to, disclosure of, or use of the APIs, Services, Documentation, Materials or any other materials provided hereunder, information provided by or accessed through use of the APIs hereunder, or use, commercialization , or other exploitation of the Applications developed through use thereof, by User Parties; (b) any breach or alleged breach by You of any representation, warranty, or obligation contained in this Agreement; (c) any damage or loss caused by negligence, fraud, dishonesty or willful misconduct by User Parties; (d) any contract or agreement between You and a third party; (e) any materials posted or otherwise provided by You, (f) allegations that User Parties or any of their respective products, technologies or services, alone or in combination with other products, service, software or processes, including proposed and approved Applications developed using or accessing APIs or Services, (collectively, “User Products”) infringe, misappropriate or otherwise violate the Intellectual Property Rights, other privacy rights or other proprietary rights of a Third Party; or; (g) any alleged or actual violation by You of any applicable Laws; or (h) any allegation that any of the User Products are unsafe, hazardous or defective or cause or result in any personal injury (including death) or damage to property. TNS reserves the right, at Your expense, to assume the exclusive defense and control of any matter for which you are required to indemnify and You agree to cooperate with TNS’s defense of these claims. You may not settle any matter without the prior written consent of TNS.

14. General Provisions.

14.1. Publicity. You will not issue any press release or general marketing communication or make any other public statements concerning this Agreement, its terms and conditions, or the relationship of the parties without the express prior written consent of TNS, which may be withheld at TNS’s sole discretion.

14.2. TNS Affiliates. The rights, duties and/or obligations of TNS under this Agreement may be exercised and/or performed by TNS and/or any of TNS’s Affiliates, or any of their subcontractor and/or agents. All liabilities arising under or as a consequence of this Agreement, whether arising from the acts or omissions of TNS or any of TNS’s Affiliates, or any of their subcontractors and/or agents, will be solely by TNS and/or any of TNS’s Affiliates. You agree to bring any claim and/or action relating to the foregoing against TNS only and not against any of TNS’s Affiliates, or any of their subcontractors and/or agents.

14.3. Compliance with Trade Restrictions.

14.3.1. You expressly agree and acknowledge that (a) the Services and Materials are subject to Trade Restrictions, and (b) TNS’s ability to perform under this Agreement is subject to TNS’s compliance with such Trade Restrictions. You agree that any refusal or failure by TNS to perform its obligations hereunder on account of good faith compliance with Trade Restrictions will not constitute a breach of any obligation under this Agreement and hereby waive any and all claims against TNS for legal recourse, including but not limited to injunctive or declarative relief, loss, cost or expense, including consequential damages, that You may incur or be subject to by virtue of such refusal or failure.

14.3.2. Notwithstanding any other provision of this Agreement to the contrary, You will not use, download, export, re-export, import, sell or transfer any of the Services or Materials except in full compliance with United States and other applicable country Trade Restrictions, including but not limited to licensing, notification and reporting requirements. In particular, without limitation, under no circumstances will You download, export, re-export or transfer any of the Services or Materials or cause their download, export, re-export or transfer, directly or indirectly, (i) into a Restricted Country; (ii) to any Restricted Person; or (iii) to any proliferation-related (nuclear weapons, missile technology, or chemical/biological weapons) end-use. TNS assumes no responsibility for Your failure to obtain necessary authorizations or to comply with required formalities under applicable Trade Restrictions.

14.3.3. You will not do or omit to do anything that may cause TNS, in TNS’s reasonable judgment, to be in breach of applicable Trade Restrictions.

14.4. Relationship of the Parties. The parties are independent contractors and nothing in this Agreement will make them joint ventures, partners, employees, agents or other representatives of the other party. Neither party will make any representation that suggests otherwise.

14.5. Amendment; Modifications. TNS reserves the right to modify the terms of this Agreement at any time. You can always find the most recent version of this Agreement at the Site. TNS may change this Agreement by posting a new version at such URL, so please continue to review the Site for changes to this Agreement from time to time. To the fullest extent permitted under applicable Law, Your continued use of the Materials and Services after any such modification constitutes Your acceptance of the Agreement as modified.

14.6. Severability; Headings. If any provision of this Agreement is held to be invalid or unenforceable for any reason, the remaining provisions will continue in full force without being impaired or invalidated in any way. The parties agree to replace any invalid provision with a valid provision, which most closely approximates the intent and effect of the invalid provision. Headings are used for convenience of reference only and in no way define, limit, construe or describe the scope or extent of any section, or in any way affect this Agreement.

14.7. Governing Law; Jurisdiction. This Agreement will be deemed entered into in State of Delaware, USA and will be governed by and interpreted in accordance with the laws of the State of Delaware, USA excluding (i) that body of law known as conflicts of law and (ii) the United Nations Convention on Contracts for the International Sale of Goods.

14.8. Waiver. The failure of any party to insist on or enforce strict performance of any provision of this Agreement or to exercise any right or remedy under this Agreement or applicable Law will not be construed as a waiver or relinquishment to any extent of the right to assert or rely upon any such provision, right or remedy in that or any other instance; rather, the same will be and remain in full force and effect. Waiver by either party of a breach of any provision contained herein must be in writing, and no such waiver will be construed as a waiver of any other and/or succeeding breach of such provision or a waiver of the provision itself.

14.9. Assignment. You may not assign any of Your rights or delegate the performance of any of Your obligations under this Agreement without the prior written consent of TNS. Any purported assignment in violation hereof will be null and void. TNS reserves the right to assign this Agreement or any right or obligation under this Agreement without consent.

14.10. Force Majeure. TNS will not be liable to You for any losses arising out of the delay or interruption of TNS’s performance of obligations under the Agreement due to any acts of God, acts of civil or military authorities, civil disturbances, wars, strikes or other labor disputes, fires, transportation contingencies, interruptions in telecommunications, utility, Internet services or network provider services, acts or omissions of a third party, pandemics, infiltration or disruption of the Services by a third party by any means, including without limitation, DDoS attacks, software viruses, Trojan horses, worms, time bombs or any other software program or technology designed to disrupt or delay the TNS Services, or other catastrophes or any other occurrences which are beyond TNS’s reasonable control (“Force Majeure Event”). TNS’s inability to perform due to a Force Majeure Event will not be deemed to be a default under this Agreement; provided, however, that TNS will make commercially reasonable efforts to continue to meet its obligations throughout the duration of the Force Majeure Event.

14.11. Entire Agreement. This Agreement sets forth the entire understanding and agreement of the parties, and supersedes any and all prior or contemporaneous oral or written agreements or understandings between the parties, as to the subject matter of this Agreement.

15. Additional Definitions.

“Affiliates” means, for purposes of this Agreement, means any entity that controls, is controlled by, or is under common control with a party to this Agreement, including its parents and subsidiaries.

“Agreement” has the meaning set forth in the first paragraph above.

“API” means, for purposes of this Agreement, the application interface that formats, encrypts, and decrypts messages transferred between Your systems and TNS’s systems as specified in the applicable Documentation and which may be provided to You as part of the Services.                             
 
“Application(s)” means software programs that You develop to interoperate with the respective TNS Services using the APIs in accordance with the applicable Documentation for the Development Program.                                 
 
“Authorized Users” means Your or your employer’s employees, agents and contractors, as well as those of your or your employer’s Affiliates, who access the Services and/or Materials.

“Card” means a product (whether physical, electronic, or otherwise) to the extent established and used to initiate or complete payment or other transactions.

“Cardholder” means an individual who is issued, and authorized by an Issuer to use, a Card.

“Cardholder Information” means: (a) any TNS branded account number; (b) any transaction information concerning a TNS branded account; or (c) any TNS or third-party information related to (a) or (b) that may constitute non-public personal information under applicable Laws, including, but not limited to those related to data protection and privacy or from which an individual cardholder’s identity or personal particulars are apparent or can be reasonably ascertained.

“Confidential Information” means any non-public data or information, oral or written, that relates to TNS or its affiliates, including, without limitation, TNS IP, the Materials, analysis and performance information relating to any Services, and other technical, business, product, marketing and financial information, pricing, plans, data, and the terms of this Agreement.

“Control” means, with respect to any entity, the power to direct or cause the direction of the management and policies of such entity through direct or indirect ownership of more than fifty percent (50%) of the voting securities entitled to elect the board of such entity (or equivalent ownership interest), but only for so long as such control exists.

“Documentation” means collectively, the operating instructions, user manuals, help files and other documentation, in written or electronic form, made available to You that are intended to be used in connection the respective Services and/or Materials.     
 
“Feedback” means any and all ideas, requests, feedback, software, technology, information, reports, data, suggestions and recommendations provided by or on behalf of You or Authorized Users to TNS or any TNS Affiliate, in writing, orally, by demonstration or otherwise, in each case concerning the Services or Materials.

“Force Majeure Event” has the meaning set forth in Section 14.10.

“GLB Act” means Gramm Leach Bliley Act of 1999 (15 U.S.C. §6801, et seq.), as it may be amended from time to time.

“Intellectual Property Rights” or “IPR” means patents, copyrights, trade secrets, design rights, data rights, mask work rights, moral rights, Trademarks and any other intellectual property rights anywhere in the world, and registrations and applications for any of the foregoing.
 
“Laws” has the meaning set forth in Section 4.1.

“Materials” means all documentation, materials, platforms, software, tools, and enabling hardware and software, including API(s), Documentation, Test Data and Test Environment accessed through the Site.

“Modifications” means any modifications, changes, enhancements, adaptations, combinations, alterations, corrections, error-fixes, improvements, updates, derivative works or upgrades of or to the Services, Materials, APIs or any other program, product, or service of TNS or TNS Affiliate, or any portion or component thereof.

“Open Source Software” has the meaning set forth in Section 2.4.

“Personally Identifiable Information,” “Personal Information” or “PII” means information that identifies or can identify an individual directly or indirectly or as otherwise defined by Laws and includes unique identifiers and non-personal information when associated with information that identifies or can identify an individual, including Cardholder Information, company data, names, contact information (including e-mail addresses, postal addresses and telephone numbers), government identification numbers, financial account numbers, payment card information, transaction information, credit report information, biometric information, IP addresses, network and hardware identifiers, geolocation information, or any other information about individual persons.

“Privacy and Data Protection Regulations”  means any law or regulation pertaining to data protection, privacy, and/or the processing of personal information, to the extent applicable in respect of a party’s obligations under this Agreement.  For illustrative purposes only, Applicable Data Protection Laws include, without limitation, and to the extent applicable, the General Data Protection Regulation (Regulation (EU) 2016/679 (the “GDPR”), the California Consumer Privacy Act of 2018, Cal. Civ. Code § 1798.100 et seq. (“CCPA”), and any associated regulations or any other legislation or regulations that transpose or supersede the above.

“Privacy Policy” means Company’s privacy policy available at https://tnsi.com/privacy-policy/.
 
“Restricted Country” means countries with which dealings by TNS are restricted or prohibited under Trade Restrictions in force from time to time and which currently are: Crimea, Cuba, Iran, North Korea, Sudan and Syria.
 
“Restricted Person” means any person who is, or is owned or controlled by, or acting on behalf of any of the following: (a) a person identified on the US Department of the Treasury’s Office of Foreign Assets Control’s List of Specially Designated Nationals and Blocked Persons, the US Department of Commerce’s Denied Parties List, Entity List or Unverified List in effect from time to time (all available at: http://www.bis.doc.gov/complianceandenforcement/liststocheck.htm); (b) the government of a Restricted Country; or (c) a person located in, organized under the laws of, or ordinarily resident in a Restricted Country.
 
“Services” means all services provided by or on behalf of TNS or its Affiliates via the Site.

“Site” means the website located at https://developer.pay.tnsi.com

“Territory” means any territory in which TNS provides access to the Services or Materials, excluding any Restricted Country.
 
“Test Data” means any data made available via the Services or utilized by You for testing, simulating use of, or developing Applications within the Services.
 
“Test Environment” means the testing environment within the Services for testing, simulating use of, or developing Applications.
 
“Third Party” means an entity or person other than TNS, You, and Your or TNS’s Affiliates.

“TNS” has the meaning set forth in the third paragraph above.

“TNS IP” has the meaning set forth in Section 9.1.

“TNS Brand Assets” has the meaning set forth in Section 9.2.

“TNS Parties” has the meaning set forth in Section 12.1.

“TNS Trademarks” means all Trademarks owned or licensed to TNS or its Affiliates, and any other Trademarks confusingly similar thereto or likely to cause confusion therewith.

“Trade Restrictions” means export controls, trade and financial sanctions, anti-terrorism, non-proliferation, and similar restrictions in force from time to time pursuant to laws, rules and regulations of the United States and other applicable jurisdictions to which the parties are subject, including but not limited to the US Export Administration Regulations, 15 C.F.R. Parts 730 et seq. (“EAR”) administered by the US Department of Commerce, Bureau of Industry and Security (“BIS”) and the regulations administered by the US Department of the Treasury, Office of Foreign Assets Control (“OFAC”) and any applicable jurisdictions to which the parties are subject.
 
“Trademark(s)” means all trademarks, service marks, logos, trade dress, trade names, and service names, all registrations and applications for any of the foregoing, all goodwill associated with any of the foregoing, and all similar or related rights anywhere in the world.

“Updates” has the meaning set forth in Section 2.3.

“User Parties” has the meaning set forth in Section 13.

“User Products” has the meaning set forth in Section 13.

“You” and “Your” have the meaning set forth in the second paragraph above.