These terms of service (the “Terms of Service”) provides TransactionLink’s rules for sandbox and development environments. These Terms of Service are between TransactionLink sp. z o.o. with its registered office in Warsaw, Poland, at Rynek Nowego Miasta 9/9, 00-229 Warsaw, Poland (“TransactionLink”, “we”, “us”, “our”) and entity or person accessing or using TransactionLink’s development or sandbox environment (the “Client”).
By clicking “I agree” (or a similar checkbox or button) while registering on our website or accessing or using the Services as defined below, you declare your consent to be bound by these Terms of Service. If you are accessing or using the TransactionLink’s development or sandbox environment on behalf of another entity, then it should be understood that entity is the Client. In such case person creating an account should be authorized by this entity to accept these Terms of Service on behalf of a Client.
1. ACCESS TO SANDBOX / DEVELOPMENT ENVIRONMENTS
1.1. Subject to the Client’s compliance with the terms of these Terms of Service, TransactionLink hereby agrees that during the term of these Terms of Service, the Client has the non-exclusive right to:
1.1.1. internally use the package of application programming interface materials provided by TransactionLink (the “API Package”) solely as necessary to make a product owned and operated by the Client (the “Client Product”) and interoperate with the TransactionLink services described on https://www.transactionlink.io/ (collectively with the API Package, the “Services”);
1.1.2. use the Services in such Client Product provided to end users (consumers or businesses) (the “End Users”) solely for internal evaluation of the Services; and
1.1.3. use the End User information and data provided via the Services (the “Output”) solely in such Client Product for such internal evaluation use case. All use of the Services and Output must be only as provided in these Terms of Service, only in accordance with TransactionLink’s applicable technical user documentation and subject to the internal evaluation use case.
1.2. Unless specifically allowed and agreed by TransactionLink in writing, the Client will not and will not enable or assist any third-party to:
1.2.1. use or access the API Package in order to monitor the availability, performance, or functionality of the API Package, the Services or any portion thereof or for any similar benchmarking purposes;
1.2.2. remove or destroy any copyright notices, proprietary markings or confidentiality notices placed upon, contained within or associated with the API Package;
1.2.3. engage in any activity that interferes with, disrupts, harms, damages, or accesses in an unauthorized manner the servers, security, networks, Output, applications or other properties or Services of TransactionLink or any third party;
1.2.4. circumvent technological measures intended to prevent direct database access, or manufacture tools or products to that effect;
1.2.5. modify, translate, reverse engineer, disassemble, reconstruct, decompile, copy or create derivative works of the API Package or the Output that the Client has access to, any websites or applications, the Services, or any aspect or portion thereof, except to the extent that this restriction is expressly prohibited by applicable law;
1.2.6. bypass API Package restrictions for any reason, including automating administrative functions of the websites or applications;
1.2.7. except as authorized by TransactionLink in writing, substantially replicate products or Services offered by TransactionLink or any TransactionLink related entity, including the API Package;
1.2.8. take any actions that excessively burden the TransactionLink system, distribute spyware, adware or other commonly objectionable programs;
1.2.9. access or use the API Package to take any actions in any way in furtherance of criminal, fraudulent or other unlawful activity;
1.2.10. request more than the minimum amount of Output from API Package needed to provide the Services to manufacture the Client Product, or the Output outside any permissions granted by TransactionLink;
1.2.11. falsify or alter any unique identifier in, or assigned to the Client’s system, or otherwise obscure or alter the source of queries coming from the Client;
1.2.12. use an alternative to API Package for making inquiries to API Package and use the Services to manufacture the Client’s Product, without TransactionLink’s express written authorization;
1.2.13. publicly disseminate information from any source regarding the performance of the Services or Output;
1.2.14. use API Package to process personal data within the meaning of the 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 free movement of such data, and repealing Directive 95/46/EC other than personal data related to the Client or Client’s representatives, agents, employees and contractors.
1.2.15. except with TransactionLink’s prior written consent, develop or distribute any application or other program that has as its primary purpose the transfer, sharing, selling, disclosing or otherwise providing to any third party of the Output that the Client has access to through the API Package and/or Services.
1.3. Client will use the Services and Output only in compliance with the rights granted hereunder, any agreements between Client and End Users (for clarity, including any privacy policy or statement), as well as any applicable laws and regulations in connection with all of Client’s activities involving any Services, Output, or End User data.
1.4. Except for the rights expressly granted under this Section 1 of these Terms of Service, TransactionLink reserves and retains all right, title, and interest in and to the Services which includes but is not limited to the API Package and any related Output (except for raw End User data, which belongs to the End User), software, products, works, and other intellectual property created, used, or provided by TransactionLink for the purposes of these Terms of Service.
1.5. If the Client provides any feedback, including identifying potential errors and improvements, to TransactionLink concerning the Services, in particular API Package and any related Output (the “Feedback”), the Client hereby assigns to TransactionLink all rights, title, and interest in and to the Feedback, and TransactionLink is free to use, reproduce, disclose, and otherwise exploit the Feedback without attribution, payment or restriction, including to improve the TransactionLink the Services and to create other products and services. TransactionLink will treat any Feedback as non-confidential and non-proprietary. The Client will not submit any Feedback that may be considered confidential or proprietary.
1.6. Client may permit its employees, agents, contractors and service providers to access the Services and Output on Client’s behalf (“Permitted Users”), provided that Client remains responsible for their compliance with all of the terms and conditions of these Terms of Service (including without limitation terms relating to use of Services and Output) and that any such use of the Output and Services is for the sole benefit of Client. If Client enables any third parties as Permitted Users, Client (and not TransactionLink) remains solely responsible for its relationships with such third parties and for any related billing matters, technical support, or disputes.
2. DEVELOPMENT ACCOUNTS
2.1. TransactionLink offers free sandbox or development accounts for the Service (the “Sandbox Accounts”). Client may use the Sandbox Accounts solely for internal evaluation of the Services and manufacturing of the Client Product in order to assess whether to enter into paid commercial relationship with TransactionLink.
2.2. In using the Sandbox Accounts, the Client must comply with TransactionLink’s relevant documentation policies, and instructions, including as relates to the data types and use cases eligible for Sandbox Accounts. TransactionLink may modify or disable Sandbox Accounts (and delete related data submitted by Client or provided by TransactionLink) without notice or any liability to the Client. TransactionLink has no support obligations for Development Accounts.
2.3. For the avoidance of doubt, creating the Sandbox Accounts does not imply the conclusion of any paid commercial relationship with TransactionLink. For the purposes of the conclusion of such relationship, the Client has to pass separate registration for the production environment, which is governed by separate regulations that the Client will be obligated to accept.
3. REQUESTING INFORMATION
3.1. When creating the Sandbox Accounts, TransactionLink will request information from the Client, including in particular name (if the Client is a person), company name (if the Client is an entity), name of the person creating the Sandbox Account on behalf of the Client and his/her position, identification number, country of origin and any other information as requested in the registration form.
3.2. The Client represents and warrants that all information it provides to Transactionink in the registration form will be accurate and complete, and Client will immediately notify TransactionLink if any previously provided information is out-of-date or becomes inaccurate. Client may be required to provide more information than required in the registration form, as requested by TransactionLink based on changes in Client's use of the Services or increased risk factors. The Client's passage is in TransactionLink's sole discretion. If Client fails to provide prompt and complete responses within three (3) business days after TransactionLink's requests for information (even if Client has successfully passed the registration form and received access to the Services), TransactionLink may suspend, revoke, or terminate Client's access to the Services, without notice or liability to Client.
4. TERM AND TERMINATION
4.1. These Terms of Service will commence on the day on which the Client has fulfilled the registration form and accepted these Terms of Service and any other policies and terms, as required for the activation of the Sandbox Accounts.
4.2. Either party may terminate these Terms of Service in the event the other party materially breaches the terms of these Terms of Service and fails to cure such breach within fourteen (14) days from receipt of written notice thereof.
4.3. The Client may terminate these Terms of Service for any reasons, without cause and at any time by delating the Sandbox Account.
4.4. TransactionLink may immediately suspend the Services in the event it has presumptions that:
4.4.1. there is unauthorized access to the Services via Client’s account;
4.4.2. continued provision of the Services may do material harm to TransactionLink or its networks or systems or reputation or subject TransactionLink to liability,
4.4.3. the Client materially breaches Section 1 of these Terms of Service.
4.5. TransactionLink may terminate these Terms of Service for any reasons and without cause upon prior written notice to Client.
4.6. All provisions of these Terms of Service shall remain in force in the event of termination.
5. CONFIDENTIALITY
5.1. All information relating to TransactionLink, the API Package and the Services even if not marked as confidential or proprietary, shall be held in confidence by the Client and shall not be disclosed or used by the Client.
5.2. These obligations of confidentiality shall remain in place for the duration of these Terms of Service and extend for a period of three (3) year after the termination of these Terms of Service in accordance with Section 4 above, but shall not apply with respect to information that is independently developed by the parties, lawfully becomes a part of the public domain, or of which the parties gained knowledge or possession free of any confidentiality obligation.
5.3. Confidential information shall not include information which (i) is or becomes generally available to the public other than as a result of a disclosure by either party, its agents, representatives, or employees; or (ii) becomes available to either party on a non-confidential basis from a source other than the other party or its agents which is not prohibited from disclosing such information by a legal, contractual, or fiduciary obligation. The parties may use confidential information only for a purpose that is necessary to carrying out their duties under these Terms of Service.
6. INDEMNIFICATION
6.1. The Client shall indemnify, hold harmless and defend the TransactionLink from and against any action, claim, demand, dispute or liability, including attorneys’ fee and costs, arising out of or in connection with any breach of the TransactionLink’s representations, warranties or obligations under these Terms of Service or any gross negligence or willful misconduct of the indemnifying party.
7. WARRANTY
7.1. The Services are provided ‘as is’. Neither TransactionLink nor its affiliates, suppliers, licensors and distributors make any warranty of any kind, express, implied, statutory or otherwise. TransactionLink does not make any warranty that the Services are free from defects. TransactionLink does not make any warranty as to the Output that may be obtained from use of the Services. The Client, if an individual, may have other statutory rights.
8. LIMITATIONS OF LIABILITY
8.1. TransactionLink shall have no liability with respect to these Terms of Service or otherwise for any direct, indirect, incidental, special, consequential or exemplary damages, including damages for losses of profits, goodwill, use, data or other intangible losses resulting in any way from these Terms of Service, even if TransactionLink has been advised of the possibility of such damages.
9. PERSONAL DATA PROCESSING
9.1. Under these Terms of Service TransactionLink will process any personal data in accordance with TransactionLink Privacy Policy.
10. SEVERABILITY
10.1. If any provision of the Agreement is unenforceable, such provision will be changed and interpreted to accomplish the objectives of such provision to the greatest extent possible under applicable law and the remaining provisions will continue in full force and effect.
11. MISCELLANEOUS
11.1. These Terms of Service are not assignable or transferable by Client except with TransactionLink’s prior written consent, otherwise being null and void.
11.2. All notices under these Terms of Service shall be made in writing and shall be sent to:
TransactionLink spółka z ograniczoną odpowiedzialnością
Czarnieckiego 72 Street, 01-541 Warsaw, Poland; or
11.3. Any disputes arising out of or related to these Terms of Service shall be finally settled under the Arbitration Rules of the Court of Arbitration at the Polish Chamber of Commerce (Polish: Sąd Arbitrażowy przy Krajowej Izbie Gospodarczej w Polsce) in force on the date of commencement of the proceeding by an arbitrator or arbitrators appointed in accordance with the said Rules.
11.4. From time to time, TransactionLink may modify these Terms of Service. TransactionLink will use commercially reasonable efforts to notify Client of the modifications and the effective date of such modifications through communications via Client’s account, email, or other means. Client must accept the modifications to continue accessing or using Sandbox Accounts. If Client objects to the modifications, its exclusive remedy is to cease any and all access and use of Sandbox Accounts. Client may be required to click to accept or otherwise agree to the modified Terms of Service in order to continue accessing or using the Services, and in any event continued access or use of the Services after the modified version of these Terms of Service goes into effect will constitute Client’s acceptance of such modified version.
