Transaq Ltd. Terms of Service

These Transaq Terms of Service (henceforth, the “Agreement”) are entered into by Transaq Ltd. (henceforth, “Transaq”, “Us” and “We”) and the entity or person agreeing to these terms (“Customer”) and govern Customer’s access to and use of the Services.

This Agreement is accepted by the Customer and is effective as of the date Customer registers an Account with Transaq and begins using the Transaq Admin Console (the “Effective Date”). If you are accepting on behalf of Customer, you represent and warrant that: (a) you have full legal authority to bind Customer to this Agreement; (b) you have read and understand this Agreement; and (c) you agree, on behalf of Customer, to this Agreement. If you do not have the legal authority to bind Customer, please do not click to accept.

1. Provision of the Services.

1.1 Use of the Services in Customer Applications.

Transaq will provide the Services to Customer in accordance with the Agreement, and Customer may use the Services in Customer Application(s) in accordance with Section 3 (License).

1.2 Admin Console; Projects; Security Keys.

Customer must administer the Services through the online Admin Console. To access the Services, Customer must create Project(s) and use its Security key(s) in accordance with the Documentation.

1.3 Accounts.

Customer must have an Account. Customer is responsible for: (a) the information it provides in connection with the Account; (b) maintaining the confidentiality and security of the Account and associated passwords; and (c) any use of its Account.

1.5 Customer Domains and Applications.

Customer must list in the Admin Console each authorized domain and application that uses the Services. Customer is responsible for ensuring that only authorized domains and applications use the Services.

1.6 Modifications.

Transaq may make changes to the Services, which may include adding, updating, or discontinuing any Services or features of the Services. Transaq will notify Customer of any material change to the Services. Customer’s use of new features or functionality may be contingent on Customer’s agreement to additional terms applicable to the new feature or functionality.

Transaq may make changes to the Agreement, including pricing, schedules and any linked documents. Unless otherwise noted by Transaq, material changes to the Agreement will become effective 30 days after notice is given, except (a) materially adverse SLA changes will become effective 90 days after notice is given; and (b) changes applicable to new Services or functionality, or required by a court order or applicable law, will be effective immediately. Transaq will provide notice for materially adverse changes to any SLAs by either or any of : (i) sending an email to the Notification Email Address; (ii) posting a notice in the Admin Console; or (iii) posting a notice to the applicable SLA webpage. If Customer does not agree to the revised Agreement, Customer must stop using the Services.

2. Payment Terms.

2.1. Subscription and Usage Fees.

At the end of the applicable Fee Accrual Period or as otherwise stated by Transaq in the Admin Console, Transaq will issue an electronic bill to Customer for all charges based on Customer’s use of the Services during the applicable Fee Accrual Period. Customer will pay all Fees in the currency stated in the invoice.

If Customer elects to pay by credit card, debit card, or other non-invoiced form of payment, Transaq will charge (and Customer will pay) all Fees immediately at the end of the Fee Accrual Period. If Customer elects to pay by invoice (and Transaq agrees), all Fees are due as stated in the invoice. Customer’s obligation to pay all Fees is non-cancellable. Transaq’s measurement of Customer’s use of the Services is final.

Transaq subscription and usage fees and other charges and fees are subject to unilateral change upon providing Notice to Customer.

2.2 Late Fee.

If Transaq does not receive Customer’s payment by the billing due date Transaq may charge Customer a late fee of up to $5.00 per month or partial month until the delinquent amount is paid in full, subject to applicable law. Transaq does not extend credit to customers and this late fee is not an interest charge. Customer acknowledges that this late fee is not an interest charge, finance charge, time price differential or other such charge or payment of a similar nature and it is reasonably related to the actual expense we incur due to late payment and may be subject to limitations set forth by law in Customer’s jurisdiction.

2.3 Taxes.

Customer is responsible for any Taxes, and Customer will pay Transaq for the Services without any reduction for Taxes. If Transaq is obligated to collect or pay Taxes, the Taxes will be invoiced to Customer, unless Customer provides Transaq with a timely and valid tax exemption certificate authorized by the appropriate taxing authority.

Customer will provide Transaq with any applicable tax identification information that Transaq may require under applicable law to ensure its compliance with applicable tax regulations and authorities in applicable jurisdictions. Customer will be liable to pay (or reimburse Transaq for) any taxes, interest, penalties, or fines arising out of any mis-declaration by Customer.

In some jurisdictions the sales tax is due on the total purchase price at the time of sale and must be invoiced and collected at the time of the sale. If Customer is required by law to withhold any Taxes from its payments to Transaq, Customer must provide Transaq with an official tax receipt or other appropriate documentation to support such withholding.

If under the applicable tax legislation the Services are subject to local VAT and the Customer is required to make a withholding of local VAT from amounts payable to Transaq, the value of Services calculated in accordance with the above procedure will be increased (grossed up) by Customer for the respective amount of local VAT and the grossed up amount will be regarded as a VAT inclusive price. Local VAT amount withheld from the VAT-inclusive price will be remitted to the applicable local tax entity by the Customer and Customer will ensure that Transaq will receive payment for its services for the net amount as would otherwise be due (the VAT inclusive price less the local VAT withheld and remitted to applicable tax authority).

2.4 Fee Disputes & Refunds.

Any fee disputes must be submitted before the payment due date. If Transaq determines that Fees were incorrectly billed, then Transaq will issue a credit equal to the agreed amount. To the fullest extent permitted by law, Customer waives all claims relating to Fees unless claimed within 60 days after charged (this does not affect any Customer rights with its credit card issuer). Nothing in the Agreement obligates Transaq to extend credit to any party.

2.5 Delinquent Payments; Suspension.

If Customer’s payment is overdue, then Transaq may (a) charge interest on overdue amounts at 1.5% per month (or the highest rate permitted by law, if less) from the Payment Due Date until paid in full, and (b) Suspend the Services or terminate the Agreement. Customer will reimburse Transaq for all reasonable expenses (including lawyer’s fees) incurred by Transaq in collecting overdue payments except where such payments are due to Transaq’s billing inaccuracies.

3. License.

3.1 License Grant.

Subject to the Agreement’s terms, during the Term, Transaq grants to Customer a non-exclusive, non-transferable, non-sublicensable, license to use the Services in Customer Application(s).

3.2 License Requirements and Restrictions.

The following are conditions of the license granted in Section 3.1 (License Grant). In this Section 3.2 (License Requirements and Restrictions), the phrase “Customer will not” means “Customer will not, and will not permit a third party to”.

3.2.1 General Restrictions.

Customer will not: (a) copy, modify, create a derivative work of, reverse engineer, decompile, translate, disassemble, or otherwise attempt to extract any or all of the source code (except to the extent such restriction is expressly prohibited by applicable law); (b) sublicense, transfer, or distribute any of the Services; (c) sell, resell, sublicense, transfer, or distribute the Services; or (d) access or use the Services: (i) for High Risk Activities; (ii) in a manner intended to avoid incurring Fees; (iii) to transmit, store, or process health information subject to the relevant jurisdiction’s health regulations.

3.2.2 Requirements for Using the Services.

(a) Terms of Service and Privacy Policy.

(i) The Customer Application’s terms of service will (a) notify users that the Customer Application includes Transaq features and content; and (b) state that use of Transaq features and content is subject to the then-current versions of this: (1) Transaq Terms of Service and (2) Transaq Privacy Policy at [link]

(ii) If the Customer Application allows users to include the Transaq Services in Downstream Products, then Customer will contractually require that all Downstream Products’ terms of service satisfy the same requirements that apply to the Customer Application under Section 3.2.2
(a) (i) (Terms of Service and Privacy Notice).

(iii) If users of the Customer Application (and Downstream Products, if any) fail to comply with the applicable terms of the Transaq Terms of Service or Additional Terms of Service, as the case may be, then Customer will take appropriate enforcement action, including Suspending or terminating those users’ use of Transaq features and content in the Customer Application or Downstream Products.

(b) Attribution. Customer will display all attribution that (i) Transaq provides through the Services (including branding, logos, and copyright and trademark notices).

(c) Review of Customer Applications. At Transaq’s request, Customer will submit Customer Application(s) and Project(s) to Transaq for review to ensure compliance with the Agreement (including the AUP).

3.2.3 Restrictions Against Misusing the Services.

(a) No Re-Creating Transaq Products or Features. Customer will not use the Services to create a product or service with features that are substantially similar to or that re-create the features of another Transaq product or service. Customer’s product or service must contain substantial, independent value and features beyond the Transaq products or services. For example, Customer will not: (i) re-distribute the Transaq Services or pass them off as if they were Customer’s services; or (ii) create a substitute of the Transaq Core Services, Transaq, or Transaq mobile apps, or their features.

(b) No Circumventing Fees. Customer will not circumvent the applicable Fees. For example, Customer will not create multiple billing accounts or Projects to avoid incurring Fees, prevent Transaq from accurately calculating Customer’s Service usage levels, abuse any free Service quotas, or offer access to the Services under a “time-sharing” or “service bureau” model.

(c) No Use in Prohibited Territories. Customer will not distribute or market in a Prohibited Territory any Customer Application(s) that use the Transaq Core Services.

4. Customer Obligations.

4.1 Compliance.

Customer will: (a) ensure that Customer’s and its End Users’ use of the Services complies with the Agreement; (b) prevent and terminate any unauthorized use of or access to its Account(s) or the Services; and (c) promptly notify Transaq of any unauthorized use of or access to its Account(s) or the Services of which Customer becomes aware.

4.2 Documentation.

Transaq may provide Documentation for Customer’s use of the Services. The Documentation may specify restrictions (e.g. attribution) regarding how the Services may be used and Customer will comply with any such restrictions specified.

4.3 Data Use, Protection, and Privacy.

To provide the Services through the Customer Application(s), Transaq collects and receives data from Customer and End Users, including usernames and IP addresses. Customer acknowledges and agrees that Transaq and its Affiliates may use and retain this data to provide and improve Transaq products and services, subject to the Transaq Privacy Policy at [link]

Customer’s use of the Services in the Customer Application will comply with applicable privacy laws. Customer will comply with the then-current Consent Policy at [link] if applicable.

5. Suspension.

5.1 For License Restrictions Breaches.

Transaq may Suspend the Services without prior notice if Customer breaches Section 3.2 (License Requirements and Restrictions).

5.2 For Breaches in Acceptable Use or Emergency Security Issues.

If Transaq becomes aware that Customer’s or any End User’s use of the Services breaches the AUP, Transaq will give Customer notice of such breach by requesting that Customer correct the breach. If Customer fails to correct such breach within 24 hours, or if Transaq is otherwise required by applicable law to take action, then Transaq may Suspend all or part of Customer’s use of the Services.

Transaq may immediately Suspend Customer’s use of the Services if (a) there is an Emergency Security Issue or (b) Transaq is required to Suspend such use to comply with applicable law. At Customer’s request, unless prohibited by applicable law, Transaq will notify Customer of the basis for the Suspension as soon as is reasonably possible.

6. Intellectual Property Rights; Feedback.

6.1 Intellectual Property Rights.

Except as expressly stated in the Agreement, the Agreement does not grant either party any rights, implied or otherwise, to the other’s content or any of the other’s intellectual property. As between the parties, Customer owns all Intellectual Property Rights in the Customer Application, and Transaq owns all Intellectual Property Rights in the Transaq Services.

6.2 Customer Feedback.

If Customer provides Transaq Feedback about the Services, then Transaq may use that information without obligation to Customer, and Customer irrevocably assigns to Transaq all right, title, and interest in that Feedback.

7. Third Party Legal Notices and License Terms.

Certain components of the Services (including open source software) are subject to third-party copyright and other Intellectual Property Rights, which Transaq will provide to Customer on request.

8. Technical Support Services.

8.1 By Transaq.

Transaq will provide a Service Level Agreement to Customer in accordance with [link]

8.2 By Customer.

Customer is responsible for technical support of its Customer Applications and Projects.

9. Confidentiality.

The recipient will only use the disclosing party’s Confidential Information to exercise the recipient’s rights and fulfill its obligations under the Agreement, and will use reasonable care to protect against the disclosure of the disclosing party’s Confidential Information. The recipient may disclose Confidential Information only to its Affiliates, employees, agents, or professional advisors (“Delegates”) who need to know it and who have agreed in writing (or in the case of professional advisors are otherwise bound) to keep it confidential. The recipient will ensure that its Delegates use the received Confidential Information only to exercise rights and fulfill obligations under this Agreement.

Notwithstanding any provision to the contrary in this Agreement, the recipient or its Affiliate may also disclose Confidential Information to the extent required by applicable Legal Process; provided that the recipient or its Affiliate uses commercially reasonable efforts to (a) promptly notify the other party before any such disclosure of its Confidential Information, and (b) comply with the other party’s reasonable requests regarding its efforts to oppose the disclosure. Notwithstanding the foregoing, subsections (a) and (b) above will not apply if the recipient determines that complying with (a) and (b) could (i) result in a violation of Legal Process; (ii) obstruct a governmental investigation; or (iii) lead to death or serious physical harm to an individual.

As between the parties, Customer is responsible for responding to all third party requests concerning its use and Customer End Users’ use of the Services.

10. Term and Termination.

10.1 Agreement Term.

The Agreement is effective from the Effective Date until it is terminated in accordance with its terms (the “Term”).

10.2 Termination for Breach.

Either party may terminate the Agreement for breach if: (a) the other party is in material breach of the Agreement and fails to cure that breach within 30 days after receipt of written notice; (b) the other party ceases its business operations; or (c) becomes subject to insolvency proceedings and the proceedings are not dismissed within 90 days.

10.3 Termination for Inactivity.

Transaq may terminate Projects with 30 days’ prior written notice if such Project (a) has not made any requests to the Services from any Customer Applications for more than 90 days.

10.4 Termination for Convenience.

Customer may stop using the Services at any time. Subject to any financial commitments expressly made by this Agreement, Customer may terminate the Agreement for its convenience at any time with 30 days’ prior written notice. Transaq may terminate the Agreement for its convenience at any time without liability to Customer.

10.5 Effects of Termination.

If the Agreement terminates, then: (a) the rights and access to the Services will terminate; (b) all Fees owed by Customer to Transaq to the end of the then current billing cycle shall be immediately due; and (c) Customer will delete the Software and any content from the Services by the termination effective date.

The following will survive expiration or termination of the Agreement: Section 2 (Payment Terms), Section 3.2 (License Requirements and Restrictions), Section 4.3 (Data Use, Protection, and Privacy), Section 6 (Intellectual Property; Feedback), Section 9 (Confidentiaity), Section 10.5 (Effects of Termination), Section 13 (Disclaimer), Section 14 (Limitation of Liability), Section 15 (Miscellaneous), and Section 16 (Definitions).

11. Publicity.

If Customer wants to display Transaq Brand Features in connection with its use of the Services, Customer must obtain written permission from Transaq by requesting permission at legal@transaq.io. Transaq may include Customer’s name or Brand Features in a list of Transaq customers, online or in promotional materials. Transaq may also verbally reference Customer as a customer of the Services. Neither party needs approval if it is repeating a public statement that is substantially similar to a previously-approved public statement. Any use of a party’s Brand Features will inure to the benefit of the party holding Intellectual Property Rights to those Brand Features. A party may revoke the other party’s right to use its Brand Features under this Section with written notice to the other party and a reasonable period to stop the use.

12. Representations and Warranties.

Each party represents and warrants that: (a) it has full power and authority to enter into the Agreement; and (b) it will comply with all laws applicable to its provision, receipt, or use, of the Services, as applicable.

13. Disclaimer.

EXCEPT AS EXPRESSLY PROVIDED FOR IN THE AGREEMENT, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, TRANSAQ: (A) DOES NOT MAKE ANY WARRANTIES OF ANY KIND, WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE, INCLUDING WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR USE, NONINFRINGEMENT, OR ERROR-FREE OR UNINTERRUPTED USE OF THE SERVICES OR SOFTWARE; (B) MAKES NO REPRESENTATION ABOUT CONTENT OR INFORMATION ACCESSIBLE THROUGH THE SERVICES; AND (C) WILL ONLY BE REQUIRED TO PROVIDE THE REMEDIES EXPRESSLY STATED IN THE SLA FOR FAILURE TO PROVIDE THE SERVICES. TRANSAQ SERVICES ARE PROVIDED FOR PLANNING PURPOSES ONLY. INFORMATION FROM THE TRANSAQ SERVICES MAY DIFFER FROM ACTUAL CONDITIONS, AND MAY NOT BE SUITABLE FOR THE CUSTOMER APPLICATION. CUSTOMER MUST EXERCISE INDEPENDENT JUDGMENT WHEN USING THE SERVICES TO ENSURE THAT (i) TRANSAQ IS SUITABLE FOR THE CUSTOMER APPLICATION; AND (ii) THE CUSTOMER APPLICATION IS SAFE FOR END USERS AND OTHER THIRD PARTIES.

14. Liability.

14.1 Limited Liabilities

(a) To the extent permitted by applicable law and subject to Section 14.2 (Unlimited Liabilities), in no event will Transaq be liable for any losses or damages incurred by Customer arising out of or relating to the Agreement whether (i) direct, indirect, consequential, special, incidental, exemplary or consequential or punitive damages or (ii) lost business opportunities, loss of business information, the cost of recovering such lost information, the cost of substitute intellectual property or any other pecuniary loss or any loss of revenues, profits, savings, or goodwill.

(b) Each party’s total aggregate Liability for damages arising out of or relating to the Agreement is limited to the Fees Customer paid under the Agreement during the 12 month period before the event giving rise to Liability. The foregoing limitations apply regardless of the cause or circumstances giving rise to such loss, damage or liability, even if such loss, damage or liability is based on negligence or other torts or breach of contract (including fundamental breach or breach of a fundamental term).

(c) Neither Transaq nor Customer may institute any action in any form arising out of the Agreement more than one (1) year after the cause of action has arisen. Some jurisdictions do not allow the exclusion of limitation of incidental or consequential damages so the above exclusions may not apply.

14.2 Unlimited Liabilities. Nothing in the Agreement excludes or limits either party’s Liability for:

(a) its payment obligations under the Agreement; or

(b) matters for which liability cannot be excluded or limited under applicable law.

15. Miscellaneous.

15.1 Notices.

Under the Agreement, notices to Customer must be sent to the Notification Email Address and notices to Google must be sent to legal@transaq.io. Notice will be treated as received when the email is sent. Customer is responsible for keeping its Notification Email Address current throughout the Term.

15.2 Emails.

The parties may use emails to satisfy written approval and consent requirements under the Agreement.

15.3 Assignment.

Customer may not assign the Agreement without the written consent of Transaq, except to an Affiliate where: (a) the assignee has agreed in writing to be bound by the terms of the Agreement; (b) the assigning party remains liable for obligations under the Agreement if the assignee defaults on them; and (c) the assigning party has notified the other party of the assignment. Any other attempt by Customer to assign is void. Transaq may assign the Agreement without the written consent of Customer by notifying Customer of the assignment.

15.4 Change of Control.

If a party experiences a change of Control other than an internal restructuring or reorganization, then: (a) that party will give written notice to the other party within 30 days after the change of Control; and (b) the other party may immediately terminate the Agreement any time between the change of Control and 30 days after it receives that written notice.

15.5 Force Majeure.

Neither party will be liable for failure or delay in performance to the extent caused by circumstances beyond its reasonable control, including acts of God, natural disasters, terrorism, riots, or war.

15.6 Subcontracting.

Transaq may subcontract obligations under the Agreement but will remain liable to Customer for any subcontracted obligations.

15.7 No Agency.

The Agreement does not create any agency, partnership or joint venture between the parties.

15.8 No Waiver.

Neither party will be treated as having waived any rights by not exercising (or delaying the exercise of) any rights under the Agreement.

15.9 Severability.

If any part of the Agreement is invalid, illegal, or unenforceable, the rest of the Agreement will remain in effect.

15.10 No Third-Party Beneficiaries.

The Agreement does not confer any benefits on any third party unless it expressly states that it does.

15.11 Equitable Relief.

Nothing in the Agreement will limit either party’s ability to seek equitable relief.

15.11 Governing Law.

ALL CLAIMS ARISING OUT OF OR RELATING TO THIS AGREEMENT OR THE SERVICES WILL BE GOVERNED BY CALIFORNIA LAW, EXCLUDING THAT STATE’S CONFLICT OF LAWS RULES, AND WILL BE LITIGATED EXCLUSIVELY IN THE FEDERAL OR STATE COURTS OF SANTA CLARA COUNTY, CALIFORNIA, USA; THE PARTIES CONSENT TO PERSONAL JURISDICTION IN THOSE COURTS.

15.12 Amendments.

Except as stated in Section 1.6, any amendment to the Agreement must be in writing, expressly state that it is amending this Agreement, and be signed by both parties.

15.13 Entire Agreement.

The Agreement states all terms agreed between the parties and supersedes any prior or contemporaneous agreements between the parties relating to its subject matter. In entering into this Agreement, neither party has relied on, and neither party will have any right or remedy based on, any statement, representation or warranty (whether made negligently or innocently), except those expressly stated in the Agreement. The Agreement includes appendices and URL links to other terms (including the URL Terms), which are incorporated by reference into the Agreement. After the Effective Date, Transaq may provide an updated URL in place of any URL in the Agreement.

15.14 Conflicting Terms.

If there is a conflict between the documents that make up the Agreement, then the documents will control in the following order: the Agreement and the terms at any URL.

15.15 Conflicting Languages.

If the Agreement is translated into any other language, and there is a discrepancy between the English text and the translated text, the English text will govern.

16. Definitions.

“Account” means Customer’s Transaq Account.

“Admin Console” means the online console(s) and/or tool(s) provided by Transaq to Customer for administering the Services.

“Affiliate” means any entity that directly or indirectly Controls, is Controlled by, or is under common Control with a party.

“Allegation” means an unaffiliated third party’s allegation.

“AUP” or “Acceptable Use Policy” means the then-current Acceptable Use Policy for the Services described at [link].

“Brand Features” means each party’s trade names, trademarks, service marks, logos, domain names, and other distinctive brand features.

“Confidential Information” means information that one party (or an Affiliate) discloses to the other party under this Agreement, and which is marked as confidential or would normally under the circumstances be considered confidential information. It does not include information that is independently developed by the recipient, is rightfully given to the recipient by a third party without confidentiality obligations, or becomes public through no fault of the recipient.

“Control” means control of greater than 50% of the voting rights or equity interests of a party.

“Customer Application” means any web page or application (including all source code and features) owned or controlled by Customer, or that Customer is authorized to use.

“Customer End User” or “End User” means an individual or entity that Customer permits to use the Services or Customer Application(s).

“Documentation” means the then-current Transaq documentation including, but not limited to the then-current Transaq documentation associated with APIs, (application protocol interface) SDKs (software development kit) provided as part of the Services.

“Downstream Products” Any web page or application (including all source code and features), other than the Customer Application that is owned or controlled by Customer, or that Customer is authorized to use, that is dependent on and/or derived from the Transaq Services and/or the Customer Application, as the case may be.

“Emergency Security Issue” means either: (a) Customer’s or Customer End Users’ use of the Services in breach of the AUP, which such use could disrupt: (i) the Services; (ii) other customers’ or their customer end users’ use of the Services; or (iii) the Transaq network or servers used to provide the Services; or (b) unauthorized third party access to the Services.

“Europe” or “European” means European Economic Area, Switzerland, or the UK.

“Fee Accrual Period” means a calendar month or another period specified by Transaq in the Admin Console.

“Fee Threshold” means the then-current threshold, as applicable for certain Services, as set out in the Admin Console.

“Feedback” means feedback or suggestions about the Services provided by Customer to Transaq.

“Fees” means the product of the amount of Services used or ordered by Customer multiplied by the Prices, plus any applicable Taxes.

“High Risk Activities” means activities where the use or failure of the Services could lead to death, personal injury, or environmental damage, including (a) emergency response services; (b) autonomous and semi-autonomous vehicle or drone control; (c) vessel navigation; (d) aviation; (e) air traffic control; (f) nuclear facilities operation.

“Indemnified Liabilities” means any (a) settlement amounts approved by the indemnifying party; and (b) damages and costs finally awarded against the indemnified party and its Affiliates by a court of competent jurisdiction.

“including” means “including but not limited to”.

“Intellectual Property Rights” means all patent rights, copyrights, trademark rights, rights in trade secrets (if any), design rights, database rights, domain name rights, moral rights, and any other intellectual property rights (registered or unregistered) throughout the world.

“Legal Process” means an information disclosure request made under law, governmental regulation, court order, subpoena, warrant, governmental regulatory or agency request, or other valid legal authority, legal procedure, or similar process.

“Liability” means any liability, whether under contract, tort (including negligence), or otherwise, regardless of whether foreseeable or contemplated by the parties.

“Transaq” means Transaq Ltd.

“Transaq Content” means any content provided through the Services (whether created by Transaq or its third-party licensors).

“Notification Email Address” means the email address(es) designated by Customer in the Admin Console.

“Personal Data” has the meaning given to it in: (a) Regulation (EU) 2016/679 of the European Parliament and of the Council of 27 April 2016 on the protection of natural persons with regard to the processing of personal data and on the free movement of such data, and repealing Directive 95/46/EC (“EU GDPR”); or (b) the EU GDPR as amended and incorporated into UK law under the UK European Union (Withdrawal) Act 2018 (“UK GDPR”), if in force, as applicable.

“Price” means the then-current applicable price(s) stated at https://transaq.io/pricing.

“Prohibited Territory” means the countries listed at: https://bis.doc.gov/index.php/policy-guidance/country-guidance/sanctioned-destinations

“Project” means a Customer-selected grouping of Transaq Services resources for a particular Customer Application.

“Services” and “Transaq Services” means the services described at [link] The Services include the Transaq Platform, Content and the Software.

“SLA” or “Service Level Agreement” means each of the then-current service level agreements at: [link].

“Software” means any downloadable tools, software development kits, or other computer software provided by Transaq for use as part of the Services, including updates.

“Suspend” or “Suspension ” means disabling access to or use of the Services or components of the Services.

“Taxes” means any duties, customs fees, or government-imposed taxes associated with the purchase of the Services, including any related penalties or interest, except for taxes based on Transaq’s net income, net worth, asset value, property value, or employment.

“Term” has the meaning stated in Section 10.1 of the Agreement.

“Terms URL” means the following URL set forth here: [link]

“Third-Party Legal Proceeding” means any formal legal proceeding filed by an unaffiliated third party before a court or government tribunal (including any appellate proceeding).

“URL Terms” means the following, which will control in the following order if there is a conflict:

(a) the SLA;
(b) the AUP;
(c) the Technical Support Services Guidelines;
(e) the Transaq Terms of Service at [link].