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Terms of Service

This Terms of Service (“Agreement”) is a contract between You and TNXHUB LIMITED, address: Intershore Suites Dowgate Hill House, 14-16 Dowgate Hill London EC4R 2SU United Kingdom, Registration No: 11703980 (“TNXHUB LIMITED”) and applies to Your use of the TNXHUB LIMITED Services.

GENERAL TERMS

Service Introduction

1.
TNXHUB LIMITED provides an integrated monetization suite including an application programming interface and supporting infrastructure that enables You to receive end user payments and alternative payments for digital goods and services (the “TNXHUB LIMITED Service”).
2.
You will use the TNXHUB LIMITED Service for the purpose of collecting payments from end users, according to the terms of this Agreement, and solely for the digital goods and/or services You have listed in Your TNXHUB LIMITED Admin account.

Your TNXHUB LIMITED Account

3.
To register for a TNXHUB LIMITED Account, You or the person or people submitting the application (Your “Representative”) must provide us with Your business or trade name, address, email, phone number, business identification number, URL, the nature of Your business or activities, and certain other information about You that we require. We may also collect, amongst others, personal information (including name, birthdate, and government-issued identification number) about Your beneficial owners, principals, and Your TNXHUB LIMITED Account administrator. Until You have submitted, and we have reviewed and approved all required information, Your TNXHUB LIMITED Account will be available to You on a preliminary basis only, and we may terminate it at any time and for any reason.
4.
TNXHUB LIMITED and its affiliates may provide Services to You or Your affiliates in other countries or regions as permitted or under separate agreements. Only businesses (including sole proprietors), bona fide charitable organizations, are eligible to apply for a TNXHUB LIMITED Account to use the Services described in this Agreement.
5.
You may only use TNXHUB LIMITED Services to facilitate Transactions with Your Customers. You may not use TNXHUB LIMITED Services to send money to others, to conduct any personal or noncommercial transactions, or for any other purposes prohibited by this Agreement.

Account Validation and Underwriting

6.
At any time during the term of this Agreement and Your use of the TNXHUB LIMITED Services, we may require additional information from You to verify beneficial ownership or control of the business, validate information You provided, verify Your or Your Representative’s identity, and assess the risk associated with Your business. This additional information may include business invoices, copies of government-issued identification, business licenses, or other information related to Your business, its beneficial owners or principals. We may also request that You provide copies of financial statements or records pertaining to Your compliance with this Agreement, or require You to provide a personal or company guarantee. Your failure to provide this information may result in suspension or termination of Your TNXHUB LIMITED Account. Further, TNXHUB LIMITED reserves the right to suspend or cancel any transactions processed via the services in case of Your failure to comply with this agreement.
7.
You authorize us to retrieve information about You from our service providers, including credit and information bureaus. You acknowledge that this may include Your name, addresses, credit history, and other data about You or Your Representative. You acknowledge that we may use Your information to verify any other information You provide to us, and that any information we collect may affect our assessment of Your overall risk to our business. You acknowledge that in some cases, such information may lead to suspension or termination of Your TNXHUB LIMITED Account. TNXHUB LIMITED may periodically update this information as part of our underwriting criteria and risk analysis procedures.

Changes In Your Business Profile

8.
You agree to keep the information in Your TNXHUB LIMITED Account current. You must promptly update Your TNXHUB LIMITED Account with any changes affecting You, the nature of Your business activities, Your Representatives, beneficial owners, principals, or any other pertinent information. We may suspend Your TNXHUB LIMITED Account or terminate this Agreement if You fail to keep this information current.
9.
You also agree to promptly notify us in writing no more than three days after any of the following occur: You are the subject of any voluntary or involuntary insolvency petition or proceeding, receivership, bankruptcy, or similar action; there is an adverse change in Your financial condition; there is a planned or anticipated liquidation or substantial change in the basic nature of Your business; You transfer or sell 25% or more of Your total assets, or there is any change in the control or ownership of Your business or parent entity; or You receive a judgment, writ or warrant of attachment or execution, or levy against 25% or more of Your total assets.

Your Obligations

10.
You are obliged to provide TNXHUB LIMITED all the details in respect of its offices locations, their registered addresses and contacts, all "doing business as" (DBA) names used by You, key personnel, ownership structure, a complete list with the detailed description of the services and goods provided by You as listed in Your TNXHUB LIMITED Admin account and/or submitted to TNXHUB LIMITED in accordance to this Agreement, and any business strategy to enlarge/reduce the list of services/goods associated with Your TNXHUB LIMITED Admin account. You shall immediately inform TNXHUB LIMITED in writing of any significant litigation, enforcement action, governmental inquiry, claim, or other fact that relates to the performance of this Agreement, any changes to its business model (including any change of control and/or constitution), goods and/or services it sells, leases or distributes or of any changes in regulatory requirements to which it is subject (including but not limited to changes to or the revocation of the licenses it requires for the business), which might have an adverse impact/effect on TNXHUB LIMITED’s compliance with applicable laws and any regulatory requirements.
11.
You acknowledge that TNXHUB LIMITED has the right to terminate this Agreement with immediate effect or amend the terms of this Agreement, including but not limited to Revenue Share, payout terms, and rolling reserve, in response to Your disclosures or any change of circumstances under this Section. If You do not provide the required information to TNXHUB LIMITED and apply preventive actions, in the case that TNXHUB LIMITED or You discover suspicious and/or fraudulent activity, You shall indemnify TNXHUB LIMITED against all losses arising out of Your failure to notify TNXHUB LIMITED of any changes that are relevant for compliance with regulatory requirements and standards applicable to TNXHUB LIMITED or You.
12.
In the event that You owe any amount to TNXHUB LIMITED for any reason under this Agreement, You shall also be liable for any additional costs associated with the collection of the amount owed, including without limitation attorneys’ fees and expenses, costs of any arbitration or court proceeding, collection agency fees and any applicable interest. TNXHUB LIMITED may also collect such amounts by deducting the amount from Your account. Your failure to fully pay the amounts owed will be a material breach of this Agreement.

Service Limitations, Prohibited Activities and Compliance with Laws

13.
You may not use the Services, for Your benefit or the benefit of another, for any activities TNXHUB LIMITED has identified as a prohibited business or activity (collectively, “Prohibited Businesses”). Prohibited Businesses include use of the Services in or for the benefit of a country, organization, entity, or person embargoed or blocked by any government, including those on sanctions lists identified by the Europe Union. If You are uncertain whether a category of business or activity is prohibited or have questions about how these restrictions apply to You, please contact us. We may add to or update the Prohibited Businesses list at any time.
14.
You may not use the Services to facilitate illegal Transactions or to permit others to use the Services for noncommercial, personal, or household purposes. In addition, You may not allow, and may not allow others to: (I) access or attempt to access non-public TNXHUB LIMITED systems, programs, data, or services; (II) copy, reproduce, republish, upload, post, transmit, resell, or distribute in any way, any data, content, or any part of the Services, Documentation, or our website except as expressly permitted by applicable Laws; (III) act as service bureau or pass-through agent for the Services with no added value to Customers; (IV) transfer any rights granted to You under this Agreement; (V) work around any of the technical limitations of the Services or enable functionality that is disabled or prohibited; (VI) reverse engineer or attempt to reverse engineer the Services except as expressly permitted by Laws; (VII) perform or attempt to perform any actions that would interfere with the normal operation of the Services or affect use of the Services by our other users; or (VIII) impose an unreasonable or disproportionately large load on the Service.
15.
You agree that You will deliver the content and service in compliance with all applicable local, state, national and international laws, rules and regulations, including any laws regarding privacy and the transmission of technical data exported from Your country of residence. You will not authorize nor otherwise encourage any third party to (a) interfere or attempt to interfere with the proper working of the TNXHUB LIMITED Service or prevent others from using the TNXHUB LIMITED Service; or (b) use the TNXHUB LIMITED Service for any fraudulent or unlawful purpose. Violation of any of the foregoing may result in immediate termination of this Agreement, at TNXHUB LIMITED's sole discretion, and may subject You to legal penalties and other legal consequences. TNXHUB LIMITED reserves the right, but will have no obligation, to review Your display of and use of the TNXHUB LIMITED Service in order to determine whether a violation of this Agreement has occurred or to comply with any applicable law, regulation, legal process, or governmental request.

Representations and Warranties

16.
Without limiting any other representation, warranty or covenant herein, each party hereby represents and warrants to the other party that: (a) it has the full right, power and authority to enter into this Agreement; (b) this Agreement is a valid and binding obligation of such party; and (c) it has obtained and shall maintain throughout the term of this Agreement all necessary licenses, authorizations, approvals and consents to enter into and perform its obligations hereunder in compliance with all applicable laws, rules and regulations.
17.
You represent and warrant to TNXHUB LIMITED that it lawfully owns the rights to all content on the Projects and its website, including any trademarks, trade names, copyrights, and other intellectual property.

TNXHUB LIMITED’S TECHNOLOGY

License

18.
TNXHUB LIMITED hereby grants to You a non-exclusive, non-transferable, revocable, worldwide license to access and use the TNXHUB LIMITED Service for incorporation into any of Your social media, online application, mobile application, website, Smart TV, or any other medium that is approved by TNXHUB LIMITED (each, an “Project” and together, the “Projects”) for the term specified below.
19.
TNXHUB LIMITED manages a portfolio, which is updated from time to time, of names, logos, unregistered and registered trademarks, copyrights, and other branding materials in supporting documentation that relate to the TNXHUB LIMITED Services (the “Licensed Material”). TNXHUB LIMITED grants You a non-exclusive, non-transferable, revocable, worldwide license to use the Licensed Material, for the sole purposes of promoting the TNXHUB LIMITED Services during the Term, provided that:
a.
Your use of the Licensed Material is subject to TNXHUB LIMITED’s then current policies and procedures, as notified in writing from time to time;
b.
You acknowledge and agree that any use of the Licensed Material is solely as licensee from TNXHUB LIMITED and that any goodwill arising from Your use of the Licensed Material will be for the benefit of TNXHUB LIMITED;
20.
TNXHUB LIMITED may limit, expand, or terminate this license with prior written notice at any time.
21.
You grants to TNXHUB LIMITED a non-exclusive, non-transferable, revocable, and royalty-free worldwide license to use the names, logos, and unregistered or registered trademarks that relate to You or the Project(s) for the purposes of promoting the availability of the TNXHUB LIMITED Services for the Project(s). TNXHUB LIMITED acknowledges and agrees that any use of the trademarks is solely as licensee from You and that any goodwill arising from TNXHUB LIMITED’s use of the trademarks will be for the benefit of You.

Delivery

22.
You agree to implement the TNXHUB LIMITED Service on its Project, and make it available to its user base in order to receive payments revenue.

PAYMENT TERMS

Payment terms

23.
For acquiring services You request a complete blending of Fees for payment card processing for all merchant services charges (MSC) for all payment card brands and categories irrespective of the underlying differences in interchange fees.
24.
Your use of the TNXHUB LIMITED Services is subject to additional terms that apply between You and one or more of TNXHUB LIMITED, a TNXHUB LIMITED affiliate, or a Acquiring Services Provider. By using the TNXHUB LIMITED Services, You agree to applicable Payment Terms as set out.
25.
A clearing account through which funds are settled will be maintained by a Payment Services Provider, and transfers to You from this account will be a full and final payment by the Payment Services Provider to You.
26.
You shall be solely responsible for determining which taxes, if any, apply to the payments received, and to report and remit the correct tax to the appropriate tax authority. TNXHUB LIMITED is not obligated to determine whether taxes apply, and is not responsible to collect, report, or remit any taxes arising from any transaction. You shall be solely responsible for the timely payment of all applicable federal, state or local taxes, including any VAT, sales, use, excise or transfer taxes, and other taxes associated with payments to You under this Agreement, except for taxes assessed on TNXHUB LIMITED’s net income and local taxes that are already paid by TNXHUB LIMITED or by third party processors. You shall indemnify TNXHUB LIMITED against any losses, costs, liabilities, expenses, including attorneys’ fees arising out of Your failure to fully comply with this section.

Credit Card Acceptance

27.
When accepting payment card payments, You must comply with all Network Rules applicable to merchants, including the Network Rules provided by Visa, MasterCard, and American Express. These Network Rules state that You may only accept payment using payment cards for bona fide legal commercial transactions, may only use payment network trademarks or service marks consistent with the Network Rules, and may not discriminate by card type or charge surcharges for acceptance of payment cards. The payment card networks may amend the Network Rules at any time without notice to You, and TNXHUB LIMITED reserves the right to change the TNXHUB LIMITED Services for payment card processing at any time to comply with the Network Rules. We may share the information You provide to us that we use to identify the nature of the products or services with Services Providers, including assigning Your business activities to a particular payment network merchant category code (MCC). Customers typically raise payment card network Disputes (i.e. chargebacks) when a merchant fails to provide the product or service to the Customer, or where the payment card account holder did not authorise the Charge. High chargeback rates (typically those exceeding 1%) may result in Your inability to use the TNXHUB LIMITED Services.
28.
When You accept payment card Transactions, Network Rules specifically prohibit You from (I) providing cash refunds for a Charge on a credit card, unless required by Laws, (II) accepting cash, its equivalent, or any other item of value for a Refund, (III) acting as a payment intermediary or aggregator, or otherwise reselling TNXHUB LIMITED Services on behalf of others, (IV) submitting what You believe or know to be a fraudulent Charge, or (V) using TNXHUB LIMITED Services in a manner that is an abuse of Services Providers’ networks or a violation of Network Rules. If You misuse the TNXHUB LIMITED Services for payment card transactions or engage in activity the payment card networks identify as damaging to their brand, or if we are required to do so by Network Rules, we may submit information about You, Representatives, Principals, beneficial owners and other individuals associated with Your TNXHUB LIMITED Account to the MATCH terminated merchant listing maintained by MasterCard and accessed and updated by Visa and American Express, or to the Consortium Merchant Negative File maintained by Discover. Addition to one of these lists may result in Your inability to accept payments from payment cards. You understand and consent to our sharing this information and to the listing itself, and You will fully reimburse us for any losses we incur from third-party claims, and You waive Your rights to bring any direct claims against us that result from such reporting.

Refunds

29.
TNXHUB LIMITED may issue refunds on Your behalf in its sole discretion in response to end-user inquiries or if TNXHUB LIMITED determines that the payment is fraudulent, was submitted by a non-verified user, or if it is an otherwise illegal transaction. If TNXHUB LIMITED fails to receive the appropriate confirmation from You or if an end user inquires about any transaction, TNXHUB LIMITED will contact You for more information and/or to confirm whether the goods or services were actually delivered to the end user. All notifications will be sent to the email address that You provide to TNXHUB LIMITED. If You do not adequately respond to TNXHUB LIMITED within three (3) days of TNXHUB LIMITED’s request, TNXHUB LIMITED may issue a refund to the end user without further notice.

Fraud and Chargebacks

30.
TNXHUB LIMITED will not be obligated to pay for any fraudulent actions generated by any person, bot, automated program, or similar device on any TNXHUB LIMITED product, where it is not expressly stated that the fraud is covered, in connection with any payment collected by TNXHUB LIMITED, as reasonably determined by TNXHUB LIMITED. You are solely liable to TNXHUB LIMITED for the full amount of all chargebacks plus associated fees, fines, expenses or penalties (including those assessed by the Corporations or any payment provider). TNXHUB LIMITED may recover these amounts by debiting Your Rolling Reserve account or setting off any amount owed to You. If TNXHUB LIMITED determines in its reasonable discretion that a chargeback is likely for any transaction, TNXHUB LIMITED may withhold the amount of a transaction until the expiration of the period during which the end user may dispute the transaction, the chargeback is processed, or TNXHUB LIMITED determines that a chargeback will not occur. Additional restrictions, fees, penalties, or fines may apply if TNXHUB LIMITED, the Corporations, or any payment provider determines that You are incurring excessive chargebacks. Excessive chargebacks may result in changes toholds on payouts to You, suspension of the TNXHUB LIMITED Services, or termination of this Agreement.
31.
You authorize TNXHUB LIMITED to contest any chargebacks (or any subsequent appeals thereof) against third parties on behalf of You, if TNXHUB LIMITED chooses to do so in its sole discretion. This provision applies so long as TNXHUB LIMITED has an interest in the chargeback even if any of the following events occurs to You including but not limited to: the filing of or commencement of bankruptcy proceeding or insolvency whether voluntary or involuntary, the dissolution of its entity, or the liquidation of Your assets. You agree to cooperate and provide all information that TNXHUB LIMITED requests from You for the purposes of investigating and/or contesting a chargeback. TNXHUB LIMITED will send such requests to the email address that You provide to TNXHUB LIMITED and You must provide a full response to the request within fourteen (14) days, unless another timeframe is specified in the request. If You do not meet these requirements, You shall nonetheless be responsible for all costs or losses that TNXHUB LIMITED incurs as a result of Your failure to comply with this section, in addition to the chargeback amounts plus associated fees, fines, expenses or penalties (including those assessed by the Corporations or any payment provider). TNXHUB LIMITED assumes no liability for the resolution of any chargeback case.
32.
You acknowledge and agree that notwithstanding the termination of this Agreement for any reason, TNXHUB LIMITED shall remain entitled to contest and recover chargebacks from You (and, where if relevant, from any party who has provided TNXHUB LIMITED with a guarantee or security relating to Your obligations under this Agreement) that occur in relation to transactions effected during the term of this Agreement.

DATA PROTECTION, SECURITY COMPLIANCE & PRIVACY

Security of Your Account Access

33.
You agree to: (I) Not allow anyone else to have or use Your password details and to comply with all reasonable instructions we may issue regarding account access and security. In the event You share Your password details, TNXHUB LIMITED will not be liable to You for losses or damages; (II) In addition, you may create a Sub-Account, protected by a Username and a Password, to provide limited access to anyone else who You require to periodically consult information of Your TNXHUB LIMITED Account (III) Keep Your personal details up to date. We may be unable to respond to You if You contact us from an address, telephone number or email account that is not registered with us; and (IV) Take all reasonable steps to protect the security of the personal electronic device through which You access the TNXHUB LIMITED Services.

PCI Compliance

34.
If You use TNXHUB LIMITED Services to accept payment card Transactions, You must comply with the Payment Card Industry Data Security Standards (PCI-DSS) and, if applicable to Your business, the Payment Application Data Security Standards (PA-DSS) (collectively, the “PCI Standards”)
35.
You will promptly provide us with documentation demonstrating Your compliance with the PCI Standards upon our request. If You elect to store, hold and maintain “Account Data”, as defined by the PCI Standards (including Customer card account number or expiration date), You further agree that You will either maintain a PCI-compliant system or use a compliant service provider to store or transmit such Account Data; further, You agree to never store any “Sensitive Authentication Data”, as defined by the PCI Standards (including CVC or CVV2), data at any time.

Data Processing

36.
You are the data controller and we are the data processor in relation to Personal Data processed on Your behalf under this Agreement, except that we will be a data controller in relation to Personal Data where we determine the purposes and manner in which the Personal Data is processed (including, for example, in complying with any regulations or laws imposed upon us through Network Rules or Services Providers).
37.
We will, to the extent that we are a data processor, process Personal Data in accordance with the terms of this Agreement and lawful instructions reasonably given by You to us from time to time, and we will employ appropriate technical and organisational measures to protect such Personal Data. We will not be liable for any claim brought by a data subject arising from any action or omission by us, to the extent that such action or omission resulted from Your instructions

Confidentiality

38.
"Confidential Information" shall mean (a) any data (including any usage data and compilations thereof) relating to the business of the disclosing party, including product designs, product plans, data, software and technology, financial information, marketing plans, business opportunities, proposed terms, pricing or rate information, discounts, inventions and know-how disclosed to the other party; and/or (b) any other information designated in writing, or identified orally at time of disclosure, by the disclosing party as "confidential" or "proprietary." During and after the term of this Agreement, the receiving party shall not use for any purpose, or disclose to any third party, any Confidential Information of the disclosing party except as specifically permitted herein. The foregoing restriction does not apply to information that: (I) has been independently developed by the receiving party without access to the other party's Confidential Information; (II) has become publicly known through no breach of this Section 4.(D.) by the receiving party; (III) has been rightfully received from a third party authorized to make such disclosure; (IV) has been approved for release in writing by the disclosing party; (V) is required to be disclosed by a competent legal or governmental authority, provided that the receiving party gives the disclosing party prompt written notice of such requirement prior to disclosure and assists in obtaining an order to protect the information from public disclosure; or (VI) is required by our payment partners for select payment processing services such as credit card, bank transfer or other services.

ADDITIONAL LEGAL TERMS

Termination

39.
Either party may terminate this Agreement immediately, by providing written notice detailing the reason for termination, in the event that (a) the other party materially breaches any of its obligations under the Agreement; (b) a substantial change in the terminating party’s business model or business climate makes this Agreement commercially unfeasible for the terminating party; (c) a petition has been filed or proceedings have commenced for the bankruptcy, dissolution, composition, or liquidation of the other party, whether voluntary or involuntary; or (d) any of the Corporations de-registers TNXHUB LIMITED, TNXHUB LIMITED’s Acquirer ceases to be a customer of any of the Corporations for any reason, or Acquirer fails to have a valid license with any of the Corporations to use the Marks. TNXHUB LIMITED may at its own discretion or at the direction of the Acquirer or any of the Corporations, immediately terminate this Agreement for activity deemed to be potential or actual fraudulent or otherwise wrongful by TNXHUB LIMITED, its Acquirer or any of the Corporations.
40.
TNXHUB LIMITED reserves the right to immediately suspend Your access to and use of the TNXHUB LIMITED Service or any part thereof if it determines in its sole discretion that You have breached any part of this Agreement, the terms of service provided on TNXHUB LIMITED’s website, the terms of service provided by any participating third party payment provider, or if TNXHUB LIMITED otherwise determines that suspension of access is necessary to prevent harm to the TNXHUB LIMITED Service.
41.
In the event of any termination, TNXHUB LIMITED may determine, at our own discretion, to suspend or cancel any transactions processed under the TNXHUB LIMITED Services or to delay payment to You for up to six months, or longer if necessary, and may deduct from the payout any amounts necessary to satisfy any debts or obligations that result from Your account.

Indemnification

42.
You agree to indemnify and hold TNXHUB LIMITED, its payment processors, its providers, its licensors, the Corporations, and the respective subsidiaries, affiliates, agents, directors and employees of the same, harmless from and against any losses, costs, liabilities and expenses, including attorneys' fees, arising out of any claims relating to Your breach of this Agreement, any alleged violation or infringement for any copyright, trademark, trade name, or any other intellectual property, or any other claim about You, Your website or any of the goods or services advertised or delivered by You.
43.
The indemnified party reserves the right, at the indemnifying party's expense, to assume the exclusive defense and control of any matter for which the indemnifying party is required to indemnify the indemnified party and the indemnifying party agrees to cooperate with the indemnified party's defense of such claims.

Disclaimer of Warranty

44.
TNXHUB LIMITED SERVICES, AND ANY OTHER MATERIALS OR SERVICES PROVIDED IN CONNECTION THEREWITH, ARE PROVIDED “AS IS” AND “AS AVAILABLE,” AND YOU RECEIVE AND USE THOSE SERVICES AT YOUR? ITS OWN RISK. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, THE SERVICES ARE PROVIDED WITHOUT WARRANTIES OF ANY KIND, EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR NON-INFRINGEMENT. WITHOUT LIMITING THE FOREGOING, TNXHUB LIMITED, ITS PAYMENT PROCESSORS, ITS PROVIDERS, ITS LICENSORS (AND THEIR RESPECTIVE SUBSIDIARIES, AFFILIATES, AGENTS, DIRECTORS, AND EMPLOYEES) DO NOT WARRANT THAT THE SERVICES WILL BE ERROR FREE, UNINTERRUPTED, OR SECURE; THAT ANY DEFECTS OR ERRORS WILL BE CORRECTED; OR THAT THE SERVICES ARE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS. ANY CONTENT OR DATA DELIVERED ON YOUR REQUEST OR OBTAINED THROUGH THE USE OF THE SERVICES IS OBTAINED AT ITS OWN RISK AND YOU WILL BE SOLELY RESPONSIBLE FOR ANY DAMAGE TO ITS PROPERTY OR LOSS OF DATA THAT MAY RESULT. TNXHUB LIMITED DOES NOT WARRANT THE RESULTS OF USE OF THE TNXHUB LIMITED SERVICE, INCLUDING, WITHOUT LIMITATION, THAT YOU WILL EARN ANY PARTICULAR AMOUNTS (OR ANY AMOUNTS) HEREUNDER.
45.
TNXHUB LIMITED DOES NOT WARRANT, ENDORSE, GUARANTEE, OR ASSUME RESPONSIBILITY FOR ANY PRODUCT OR SERVICE ADVERTISED OR OFFERED BY A THIRD PARTY THROUGH THE SERVICES. TNXHUB LIMITED WILL NOT BE A PARTY TO OR IN ANY WAY MONITOR ANY TRANSACTION BETWEEN YOU AND ANY THIRD-PARTY PROVIDERS OF PRODUCTS OR SERVICES, BEYOND WHAT IS EXPRESSLY STATED BY TNXHUB LIMITED.

Limitation of Liability and Damages

46.
TNXHUB LIMITED shall not be liable to You or any other party if TNXHUB LIMITED is delayed or unable to fulfill any of its obligations in this Agreement due to an event beyond the reasonable control of TNXHUB LIMITED, including but not limited to acts of God, strikes, labor disputes, war, terrorism, riots, acts of civil or military authority, economic instability, power outages, fire, flood, theft, equipment breakdowns, hacking attacks, internet connection unavailability, internal mechanical or systems failures. TNXHUB LIMITED shall also not be liable in any case for any transaction where the payment instructions received contain incorrect or improperly formatted information or any suspension or refusal to accept a payment that TNXHUB LIMITED reasonably believes to be made fraudulently or without proper authorization.
47.
UNDER NO CIRCUMSTANCES, INCLUDING, BUT NOT LIMITED TO, NEGLIGENCE, WILL TNXHUB LIMITED OR ITS AFFILIATES BE LIABLE FOR ANY SPECIAL, INDIRECT, INCIDENTAL, CONSEQUENTIAL, PUNITIVE, RELIANCE, OR EXEMPLARY DAMAGES THAT RESULT FROM THIS AGREEMENT, EVEN IF TNXHUB LIMITED OR A TNXHUB LIMITED AUTHORIZED REPRESENTATIVE HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. EXCEPT IN THE CASES OF BREACHES OF THIS SECTION, IN NO EVENT WILL TNXHUB LIMITED'S OR ITS AFFILIATES' TOTAL LIABILITY TO YOU FOR ALL DAMAGES, LOSSES, AND CAUSES OF ACTION ARISING OUT OF OR RELATING TO THIS AGREEMENT (WHETHER IN CONTRACT OR TORT, INCLUDING NEGLIGENCE, WARRANTY, OR OTHERWISE) EXCEED THE AMOUNTS PAID OR PAYABLE TO YOU FOR THE TRANSACTION TO WHICH THE CLAIM RELATES.
48.
UNDER NO CIRCUMSTANCES SHALL TNXHUB LIMITED OR ITS AFFILIATES BE RESPONSIBLE OR HELD LIABLE FOR ANY TRANSACTIONS OR PAYMENTS THAT ARE BLOCKED BY THIRD PARTIES, INCLUDING BANKS, FINANCIAL INSTITUTIONS, OR ANY GOVERNMENT BODY. THIS DISCLAIMER OF LIABILITY INCLUDES ANY RESTRICTION BASED ON APPLICABLE INTERNATIONAL, NATIONAL, OR LOCAL LAWS, RULES AND REGULATIONS, THE SPECIALLY DESIGNATED NATIONALS LIST PUBLISHED BY THE OFFICE OF FOREIGN ASSETS CONTROL, ANY INTERNAL BANK “BLACK LISTS,” OR ANY OTHER SIMILARLY RESTRICTIVE THIRD PARTY MEASURES.

Ownership

49.
You acknowledge that TNXHUB LIMITED will provide payment options using its TNXHUB LIMITED Service for display on the Projects pursuant to this Agreement, and You will use commercially reasonable efforts to assist TNXHUB LIMITED in implementing such technology. You agree that it will use any data (including any usage data and compilations thereof), information or software provided by TNXHUB LIMITED to You only for the purpose of providing content for TNXHUB LIMITED on the Site as set forth in this Agreement. Except as expressly described in Section “Licences”, TNXHUB LIMITED does not grant to You any license, express or implied, to the intellectual property of TNXHUB LIMITED or its licensors. TNXHUB LIMITED will own and retain all rights, title, and interest in and to the TNXHUB LIMITED Service (except for any licensed content and third-party content included therein), including all data (including any usage data and compilations thereof), information and software related thereto. You acknowledge that the software, information and data related to the TNXHUB LIMITED Service (including, without limitation, any usage data or compilations thereof) are protected by TNXHUB LIMITED copyrights and may contain trade secrets or other intellectual property owned by TNXHUB LIMITED. You agree not to copy, alter, modify or create derivative works of the TNXHUB LIMITED Service or any such data, information or software or otherwise use the TNXHUB LIMITED Service or any such data, information or software in any way that violates the use restrictions contained in this Agreement.

Term

50.
The term of this Agreement will be one (1) year from the Effective Date, which shall be the date that Your TNXHUB LIMITED Account is created. The agreement will automatically renew itself for another year at the expiration date unless a written notice is given to the other party to terminate the agreement.

Miscellaneous

51.
This Agreement, and any rights and licenses granted hereunder, may not be transferred or assigned by You to any party (the “Assignee”) without the prior written consent of TNXHUB LIMITED, which shall only be granted if the Assignee meets TNXHUB LIMITED’s underwriting and compliance requirements. Any purported assignment without such consent shall be void. This clause shall in no way restrict TNXHUB LIMITED’s right to transfer or assign this Agreement.
52.
TNXHUB LIMITED and You are independent contractors, and neither TNXHUB LIMITED nor You are an agent, representative or partner of the other.
53.
This Agreement sets forth the entire agreement between TNXHUB LIMITED and You, and supersedes any and all prior agreements (whether written or oral) with respect to the subject matter set forth herein.
54.
The official language of this Agreement is the English language. Any conflict or ambiguity between the English version of this Agreement and any other version of this Agreement in a different language shall be resolved based on the English version.
55.
Any dispute hereunder will be privately negotiated in good faith between the parties within forty-five (45) calendar days commencing upon written notice from one party to the other. If the parties fail to privately resolve any dispute, the parties shall submit to arbitration performed by a mutually agreed upon arbitration provider in London, United Kingdom.
56.
This Agreement shall be governed by and construed in accordance with the laws of United Kingdom. You agree that any action at law or in equity arising out of or relating to this Agreement will be filed only in the United Kingdom, and You hereby consents and submits to the personal and exclusive jurisdiction of such courts for the purposes of litigating any such action.
57.
This Agreement may be amended only in writing and executed by a duly authorized representative of each party. However, TNXHUB LIMITED may make changes by providing written notice to You under the following procedure:
a.
TNXHUB LIMITED shall provide You with written notice of any proposed changes to the Agreement ("Change Notice");
b.
The Change Notice may be given to You in written form through the TNXHUB LIMITED Admin Area, by email to an address that is registered with Your Account, Your current or last known address, or to Your registered office;
c.
The proposed changes shall come into force automatically two (2) weeks after the date of the Change Notice, unless You give prior written notice to TNXHUB LIMITED that it objects to the proposed changes and wishes to immediately terminate the Agreement before the Change Notice takes effect ("Objection Notice");
d.
TNXHUB LIMITED may stipulate a longer period for the coming into effect of any change in a Change Notice; and
e.
If TNXHUB LIMITED receives no Objection Notice within the stipulated time frame, You are deemed to have accepted the proposed changes.
58.
Unless otherwise designated in this Agreement, any notice or consent under this Agreement will be in writing to Your address specified in Your TNXHUB LIMITED Admin Account, by nationally recognized express delivery service or to the email address provided for each party. The notices shall be deemed to have been given upon:
a.
the date actually delivered in person;
b.
the first business day after the date sent by email or overnight courier;
59.
The waiver of any breach or default of this Agreement will not constitute a waiver of any subsequent breach or default, and will not act to amend or negate the rights of the waiving party.
60.
If any provision contained in this Agreement is determined to be invalid, illegal, or unenforceable in any respect under any applicable law, then such provision will be severed and replaced with a new provision that most closely reflects the original intention of the parties, and the remaining provisions of this Agreement will remain in full force and effect.
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