Partner Portal

TSYS ACQUIRING  SOLUTIONS TERMS OF USE FOR THE LICENSE OF  SPECIFICATIONS

These Terms of Use (“TOU”) govern access to and use of the Partner Portal Website (including all subpages), as well as access to, use of, and license rights to any proprietary processing formats, information, documentation, and/or developer tools which may be available on or through the Partner Portal Website (collectively referred to as the “Specifications”).

As a condition of YOUR access to and use of the Partner Portal and any Specifications, YOU must: (i) provide true, accurate, current, and complete information as requested on the Registration Form, and (ii) maintain and update this information to keep it true, accurate, current and complete. This information about YOU is referred to as "Registration Data." If YOU are creating an account on behalf of YOUR employer, then “YOU” and “USER” refer to your employer, the Registration Data should be the employer’s information, and the employer is fully bound by the terms of these TOU.  If any information provided by USER is untrue, inaccurate, not current, or incomplete, TAS has the right to terminate YOUR access to the developer tools and withdraw any and all current or future rights, licenses and permissions with respect to the Specifications. 

If YOU do not agree to the terms and conditions of these TOU, YOU have no rights to the Partner Portal Website or any Specifications. By using the Partner Portal Website and/or obtaining any Specifications, YOU accept and agree to be bound by these TOU. These TOU comprise the entire agreement between YOU and TAS and supersede any prior agreements relating to the same subject matter. These TOU include any amendments to the TOU, as well as any operating rules or policies that may be published from time to time by TAS, all of which are hereby incorporated by reference. 

1. DESCRIPTION OF PROGRAM 
TSYS Acquiring Solutions, L.L.C. (“TAS”) processes electronic payment transactions through the TAS network for electronic payment transaction processing (the “TAS Network”).  

Third party software developers have the opportunity to integrate their software with the TAS Network by becoming a TAS Integration Partner (“TIP”).  For this, a software developer must register with TAS and apply to become a TIP.  Once approved by TAS, a TIP has access to Specifications through the Partner Portal.  In addition, TIP will be assigned a developer identification number (“Developer ID”) to be associated with the TIP application integrated with the TAS Network.

A TIP may then use such Specifications to enable its software product to send and receive electronic transaction data to and from the TAS Network, and to embed the Developer ID within its application. The TIP software product, enabled to send and receive electronic transaction data to and from the TAS Network, and containing the Developer ID, is referred to in these TOU as the “TIP Application.”

A TIP may then request TAS to perform certain tests with the TIP Application to confirm whether the TIP Application is able to send and receive electronic transaction data to and from the TAS network, and to confirm the proper incorporation of the Developer ID.  Upon successful completion of such tests, TAS may provide a letter to this effect to the TIP, and the TIP is then granted a license to market and distribute its TIP Application as able to communicate with the TAS network.  Such letter may contain certain disclaimers and conditions, including, without limitation, the duration of its validity and any limitations on the use of the letter by USER. TAS may also grant YOU a license to a certification mark, a graphic logo based upon YOUR Certified Partner level, for use in marketing Your TIP Application.

2. USER'S PARTICIPATION IN PROGRAM
2.1 USER ACCOUNT, PASSWORD AND SECURITY. Upon completion of YOUR registration and acceptance, TAS will provide YOU a username and temporary password, for access to the TAS Partner Portal. YOU should then create a permanent password. YOU are entirely responsible for maintaining the confidentiality of YOUR password and account, and YOU are responsible for any and all activities that occur under YOUR account.  YOU agree to notify TAS immediately of any unauthorized use of YOUR account or any other breach of security.  TAS will not be liable for any loss that YOU may incur as a result of someone else using YOUR password or account, either with or without your knowledge.  However, YOU could be held liable for losses incurred by TAS or another party due to someone else using YOUR account or password.  YOU may not use anyone else's account at any time, without the permission of the account holder.

3. SPECIFICATIONS
3.1 DESCRIPTION. TAS is making available to YOU, through the Partner Portal, certain Specifications so that YOU may enable YOUR TIP Application to send and receive electronic transaction data to and from the TAS Network for authorization and/or settlement.  The Specifications may include the following: (1) TAS proprietary processing formats (“TAS Formats”), (2) on-line developer and testing tools (“On-line Tools”), and (3) TAS documentation reasonably necessary to utilize the TAS proprietary processing formats for the intended purpose (“TAS Documentation”).  The licenses and restrictions for the specific items of the Specifications may be separately described in these TOU.  The Specifications include any updates, upgrades, enhancements, revisions, new versions, modifications, etc., as may be made available to YOU from time to time by TAS unless any such item is provided with a separate license agreement.  From time to time TAS may offer or make available additional items which may be accompanied by special terms and conditions or license rights specific to those items.

3.2 LICENSE GRANT
a.  For Development
Subject to the terms and conditions of these TOU, TAS grants YOU a personal, limited, non-exclusive, non-transferable, fully-paid license to use the Specifications, solely to develop, manufacture and test YOUR TIP Application by enabling it to communicate with the TAS Network.  All such use shall be limited to a non-production test environment.  YOU may not modify or distribute the Specifications, in whole or in part.  Such license shall include the right to use any TAS intellectual property rights associated with or related to use of the Specifications solely in connection with the development, manufacturing and testing of such items only when contained in or bundled with the TIP Application. When enabling YOUR TIP Application to communicate with the TAS Network, You must include YOUR Developer ID in YOUR TIP Application.  

b. For Distribution
Subject to the terms and conditions of these TOU, and only after TAS has tested YOUR TIP Application and issued YOU a letter confirming the successful completion of such testing, TAS grants YOU a personal, limited, non-exclusive, non-transferable, worldwide, license for the following:

• to distribute YOUR TIP Application modified by use of the Specifications to communicate with the TAS network; 

• YOUR TIP Application must include the Developer ID

• REMOTE SERVICES.  YOU may install YOUR TIP Application, modified by use of the Specifications, on a server owned or controlled by YOU and use YOUR TIP Application to provide remote services for YOUR clients and customers. 

c. License to Certification Mark.
Subject to the terms and conditions of these TOU, and only after TAS has tested YOUR TIP Application and issued YOU a letter confirming the successful completion of such testing, TAS grants YOU a nonexclusive, nontransferable, royalty-free license to use the TAS graphic logo TAS designates for YOUR Certified Partner level (the “Certification Mark”), in connection with marketing YOUR TIP Application, as described below.

• YOUR use of the Certification Mark must strictly follow the VAR Branding Guidelines, available through the Partner Portal or upon request from TAS.  TAS may change the Certification Mark and/or the VAR Branding Guidelines at any time, and YOU must then comply with the updated Certification Mark and/or VAR Branding Guidelines, as applicable.

• The Certification Mark may be used by YOU only during the time that your TIP Certification is valid. Use of the Certification Mark constitutes consideration for, agreement to, and acceptance of, the following terms and conditions of this license by YOU.

iii.    The Certification Mark may be used by YOU only if such use is made pursuant to the terms and conditions of this limited and revocable license. Any failure to comply with the terms and conditions contained herein may result in the immediate revocation of this license, in addition to any other remedies available to TAS. The interpretation and enforcement (or lack thereof) of these terms and conditions, and compliance therewith, shall be made by TAS in its sole discretion.

iv.      The Certification Mark may not be revised or altered in any way, and must be displayed in the same form as produced by TAS.

v.       The Certification Mark may be used in a professional manner ONLY on YOUR business website, and ONLY for the purpose of stating that your TIP Application has passed the TAS certification testing. YOU must include the following statement next to the Certification Mark:

"’[identified Certification Mark]’ is a registered trademark of TSYS Acquiring Solutions, L.L.C., or its affiliates.”

YOU may not use the Certification Mark in combination with any other mark, word, symbol, letter or design which would create a combination mark or cause confusion regarding ownership of the mark or which might suggest that YOU are affiliated with TAS or that YOUR TIP Application or any other product or service YOU offer is provided by or endorsed by TAS. YOU warrant that YOUR TIP Application and all related products and services will meet or exceed
industry standards. The Certification Mark may not be included in any trade name, business name, product or service name, logo, trade dress, design, slogan, domain name, or other trademark. The Certification Mark may not be used in any manner that, in the sole discretion of TAS: discredits TAS or tarnishes its reputation and goodwill; is false or misleading; violates the rights of others; violates any law, regulation or other public policy; or mischaracterizes the relationship between TAS and YOU, including but not limited to any use of the Certification Mark that might be reasonably construed as an endorsement, approval, sponsorship, or certification by TAS of YOU, YOUR business or organization, or YOUR products or services.

• Use of the Certification Mark creates no rights for YOU in or to the Certification Mark or its use beyond the terms and conditions of this limited and revocable license. The Certification Mark shall remain at all times the sole and exclusive property of TAS. TAS shall have the right, from time to time, to request samples of use of the Certification Mark from which it may determine compliance with these terms and conditions. Without further notice, TAS reserves the right to prohibit use of the Certification Mark if it determines, in its sole discretion, that YOUR usage, whether willful or negligent, is not in strict accordance with the terms and conditions of this license, or otherwise could discredit TAS or tarnish its reputation and goodwill. This license to the Certification Mark shall be terminated, without notice, if the certification of YOUR TIP Application is cancelled or expires,

TAS reserves all rights (including, but not limited to, rights relating to the Specifications and to the Certification Mark) not expressly granted to YOU.

3.3 INTELLETUAL PROPERTY RIGHTS
The Specifications are the copyrighted work of TAS Solutions and/or its suppliers. If YOU need or desire any third party scripts, code, or other item linked to or referenced in the Specifications or in the Partner Portal, YOU must obtain licenses from the third parties that own such code or other item; such code or other item is not licensed to YOU by TAS.

Any use, reproduction or redistribution of the Specifications not in accordance with these TOU is expressly prohibited.

RESTRICTED RIGHTS LEGEND. Any software which is downloaded for or on behalf of the United States of America, its agencies and/or instrumentalities ("U.S. Government"), is provided with Restricted Rights. Use, duplication, or disclosure by the U.S. Government is subject to restrictions as set forth in subparagraph (c)(1)(ii) of the Rights in Technical Data and Computer Software clause at DFARS 252.227-7013 or subparagraphs (c)(1) and (2) of the Commercial Computer Software - Restricted Rights at 48 CFR 52.227-19, as applicable. Manufacturer is TSYS Acquiring Solutions Corporation, 8320 South Hardy Drive, Tempe, Arizona 85284.

4. MODIFICATIONS OF THESE TOU
TAS may change these TOU, including the license terms and conditions, from time to time at its sole discretion. Changes to these TOU will be announced and made publicly available to all USERs on the Partner Portal, and will be effective as of the date of the announcement or other date identified in the announcement.  YOUR continued use of the Specifications (or any portion therefore) or continued distribution of YOUR TIP Application modified by use of the Specifications or containing any redistributable files shall be deemed YOUR acceptance of any modifications to these TOU.

5. MODIFICATIONS TO SPECIFICATIONS
TAS reserves the right to modify or discontinue, temporarily or permanently, the availability of the Specifications with or without notice to USER.  USER agrees that TAS shall not be liable to USER or any third party for any modification or discontinuance of a Specification.

6. TRADEMARKS
USER acknowledges that TAS owns exclusive rights in the trademarks of TAS and its affiliates (“TAS Trademarks”).  USER will not use any TAS Trademarks as part of any of its product, service, domain or company names and will not take nor authorize any action inconsistent with TAS’s exclusive trademark rights during the term of these TOU or thereafter.  Except to the extent expressly permitted with respect to a certification mark, nothing in these TOU grants USER ownership or any license or other rights in or to use the TAS Trademarks.  If USER refers to TAS or its affiliates on its website or in any documentation relating to its products or services, or on or as part of its products, USER will include a legend substantially similar to the following: "’[identified TAS Trademark]’ is a registered trademark of TSYS Acquiring Solutions, L.L.C., or its affiliates.”

7. USER OBLIGATIONS
7.1 USER shall utilize its TAS assigned Developer ID in the TIP Application.
7.2 USER shall not reverse-engineer, reverse-compile or disassemble any TAS software or otherwise attempt to derive the source code to any TAS software.  The foregoing shall not apply to such activities if unavoidable when conducted solely in the ordinary course of technical support of USER products such as may occur through the use of debugging tools.
7.3 USER shall have no right to (i) disclose any TAS source code or TAS source code documentation to any third party, or (ii) use or reproduce any TAS source code or TAS source code documentation other than as permitted or contemplated by these TOU.  No licenses are granted by TAS to USER by implication or estoppel to the TAS source code or TAS source code documentation.
7.4 USER shall comply with all applicable card association regulations, applicable federal, state and local statutes.  USER will also comply with TAS recommendations. USER agrees (i) not to use the Specifications for illegal purposes or in any way not permitted by these TOU; and (ii) to comply with all applicable laws regarding the transmission of technical data exported from the United States. 
7.5 USER shall not make any statement or representation, to its customers or potential customers, in public announcement or in marketing materials, that TAS endorses USER or USER’s TIP Application.  Any such information shall be limited to information in a letter from TAS to USER certifying that USER’s TIP Application met specified tests relating to the TIP Application communicating with the TAS Network, and to the license of the applicable Certification Mark.  TAS may include USER name and logo, and identify USER’s TIP Application, on a publicly available list of VAR’s and VAR products that integrate with the TAS Network. Without limiting the generality of the foregoing, USER shall not make any press release or other public announcement mentioning TAS or its affiliaties, its network or customers, or the ability of USER’s products or services to communicate or integrate with the TAS network or platform, without TAS prior written approval.
7.6 USER’s TIP Application must not contain any viruses, hidden content or other malicious applications (including, for example, any “trap doors,” “worms,” “Trojan horses,” “time bombs,” back doors, disabling devices, or code blocks) or other unauthorized, hidden, or harmful programs.

8. DISCLAIMER OF WARRANTIES
YOU expressly agree that use of the Specifications is at YOUR sole risk. The Specifications are provided on an "as is" basis.
8.1 TAS EXPRESSLY DISCLAIMS ALL WARRANTIES OF ANY KIND, WHETHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT.
8.2 TAS MAKES NO WARRANTY THAT THE SPECIFICATIONS WILL MEET YOUR REQUIREMENTS, NOR DOES TAS MAKE ANY WARRANTY AS TO THE RESULTS THAT MAY BE OBTAINED FROM THE USE OF THE SPECIFICATIONS OR AS TO THE ACCURACY OR RELIABILITY OF ANY INFORMATION OBTAINED THROUGH USE OF THE SPECIFICATIONS.

Some jurisdictions do not allow the exclusion of certain warranties, so some of the above exclusions may not apply to YOU.

9. TERMINATION BY TAS
USER agrees that TAS may terminate USER's password, account and license to and use of the Specifications upon notice:
9.1 If TAS determines in its sole discretion that USER has violated or acted inconsistently with the letter or spirit of these TOU, that USER has violated the rights of TAS, or that USER's continued use of the Specifications poses a material threat to the security, stability or ongoing operation of the TAS Network or of the Specifications;
9.2 If TAS determines in its sole discretion that the Specifications must no longer be used; or
9.3 If TAS releases a new version of the Specifications and requires USERs to update its TIP Application to the new version but USER fails to do so within the time period designated by TAS in its notice.

If TAS terminates YOUR password, account and license to the Specifications under this section, YOU must cease distributing YOUR TIP Application to the extent it has been modified based upon the Specifications, YOU must cease distributing any redistributable files of TAS, and YOU must cease distributing YOUR TIP Application containing the Developer ID.

USER acknowledges and agrees that any termination of access privileges to the Specifications under any provision of the Agreement may be effected without prior notice.

10. LIMITATION OF LIABILITY
IN NO EVENT SHALL TAS AND/OR ITS RESPECTIVE SUPPLIERS BE LIABLE FOR ANY SPECIAL, DIRECT, INDIRECT OR CONSEQUENTIAL DAMAGES OR ANY DAMAGES WHATSOEVER RESULTING FROM THE USE OR THE INABILITY TO USE THE SPECIFICATIONS, INCLUDING BUT NOT LIMITED TO DAMAGES FOR LOSS OF PROFITS, USE, DATA OR OTHER INTANGIBLES, WHETHER IN AN ACTION OF CONTRACT, NEGLIGENCE OR OTHER TORTIOUS ACTION, ARISING OUT OF OR IN CONNECTION WITH THE USE OR PERFORMANCE OF THE SPECIFICATIONS.  Some jurisdictions do not allow the limitation or exclusion of liability for incidental or consequential damages so some of the above limitations may not apply to you.

11. INDEMNIFICATION
11.1. USER shall be liable to and shall indemnify and hold TAS, its affiliates, their employees, representatives, affiliates, successors and permitted assigns harmless from and against any and all claims, demands by third parties, losses, liability, cost, damage and expense, including litigation expenses and reasonable attorneys' fees and allocated costs for in-house legal services, to which TAS, its employees, representatives, successors and permitted assigns may be subjected or which it may incur in connection with any claims which arise from or out of or as the result of (i) USER's breach of these TOU, (ii) failure by the USER in the performance of its duties and obligations under this Agreement, (iii) the distribution by USER of USER’s TIP Application, and/or 3rd party use of USER’s TIP Application; and/or (iv) any data or security breach caused by, or alleged to have been caused by or resulting from USER’s TIP Application.
11.2. TAS shall defend or, at its option, settle any claim, action or proceeding brought against USER, its employees, representatives, successors and permitted assigns, alleging that a TAS Format infringes a United States patent, United States copyright or United States trade secret, and shall indemnify USER against all damages and costs finally awarded against USER, its employees, representatives, successors and permitted assigns (including reasonable attorney's fees), in any action or proceeding which results from any such claim.  TAS shall have no liability under this Section 11 unless USER (a) promptly notifies TAS in writing of the claim, (b) gives TAS full authority, information and assistance to defend such claim and (c) gives TAS sole control of the defense of such claim.
11.3. If a third party infringement claim causes USER’s, or its representatives’, successors’ and permitted assigns’ quiet enjoyment and use of the TAS Format to be seriously endangered or disrupted, TAS shall at its option (1) replace the TAS Format, or applicable portions thereof, without additional charge, with a compatible, functionally equivalent and non-infringing product; (2) modify the TAS Format, or applicable portions thereof to avoid the infringement without adversely affecting functionality and performance; or (3) obtain a license for USER to continue use of the TAS Format or applicable portions thereof and pay for any additional fees required for such license.

12. PROTECTION OF CONFIDENTIAL INFORMATION
12.1 All non-public information relating to the Specifications, including application interfaces, services, processes, merchant and cardholder data, product or programming techniques of either party, shall be deemed confidential ("Confidential Information").  This shall not prohibit each party from disclosing such Confidential Information to persons required to have access thereto for the performance of this Agreement; provided, however, that such persons shall be required to keep such Confidential Information confidential to the same standard that the disclosing party is obligated to keep the Confidential Information confidential.
12.2 USER shall use the TAS Confidential Information only for the purposes and in accordance with these TOU.  USER shall not have the authority to use the TAS Confidential Information for any other purpose or in any other manner.  USER must secure and safeguard the TAS Confidential Information in strict accordance with the requirements of these TOU.  USER shall permit access to the TAS Confidential Information only to USER’s employees and agents who need such access to perform their job duties.  USER expressly acknowledges and agrees that it has no property right or interest whatsoever in the TAS Confidential Information.
12.3 USER agrees that, upon termination of this Agreement or upon TAS’s request, it shall immediately return or, if so requested by TAS, destroy all TAS Confidential Information in its possession including, but not limited to, any Information provided by or on behalf of TAS and any and all full or partial copies or reproductions thereof in any medium whatsoever.
12.4 USER shall hold the TAS Confidential Information in strict and absolute confidence and shall not trade, give away, barter, lend, send, sell (collectively “transfer”) any TAS Confidential Information and shall not make any copies of the TAS Confidential Information of any type whatsoever except as absolutely required for the completion of the project(s) as permitted by these TOU.  Except as provided herein, USER agrees that it will not provide or disclose any TAS Confidential Information to any other organization or individual under any circumstances and, specifically but not by way of limitation, agrees that no subcontractors shall be provided any TAS Confidential Information.
12.5 USER’s obligations under this Agreement do not apply to Information:  (a) known to USER at the time of the disclosure; (b) entering the public domain but not as a result of a breach of these TOU; (c) acquired by USER without written restrictions against disclosure from a third party which, to USER’s knowledge, is not prohibited from disclosing the Information; or (d) independently developed by USER without use of the TAS Confidential Information.
12.6 If USER receives a request to disclose all or any of the TAS Confidential Information pursuant to a subpoena, order of court of competent jurisdiction or by judicial or administrative agency or legislative body or committee, USER agrees, to the extent permitted, to: (a) immediately notify TAS of the existence, terms and circumstances surrounding such request; (b) consult with TAS on the advisability of taking legally available steps to resist or narrow such request; and (c) if disclosure of such Information is required or deemed advisable, exercise its best efforts to obtain an order or other reliable assurance that confidential treatment will be accorded to such portion of the TAS Confidential Information to be disclosed which TAS indicates.  USER shall be entitled to reimbursement for its expenses, including the fees and expense of its counsel, in connection with action taken pursuant to this paragraph by law or by any governmental regulatory authority, but is otherwise subject to all restrictions described herein.
12.7 In view of the confidential nature of the Information, USER warrants that all employees, agents and officers who work with the TAS Confidential Information shall be made aware of the obligations contained in this Section, and shall be under strict legal obligation not to copy, transfer or disclose the TAS Confidential Information, or make any other use of the TAS Confidential Information other than as specifically permitted herein.  USER shall be responsible for any damages incurred by TAS that result from breach of Section by its employees, officers, subcontractors or agents.
12.8 In no instance shall any TAS Confidential Information constitute an asset or property of USER in any such proceeding which may be assigned or which may accrue to any estate, person, trustee, receiver, creditor court or to any creditor-appointed committee or receiver.  All provisions regarding confidentiality shall survive the termination of this Agreement.
12.9 Without limiting the generality of the foregoing, TAS’s PCI Attestation of Compliance (“PCI – AOC”) is TAS confidential information. Upon YOUR request, TAS will provide a copy of TAS’s PCI – AOC once per year during the effectiveness of the TAS certification of YOUR TIP Application, and YOU must protect it as TAS Confidential Information under this Agreement.

13. FORCE MAJEURE
In no event shall TAS or USER be liable with respect to the failure of its duties and obligations under this Agreement which is attributable to acts of God, war, terrorism, conditions or events of nature, civil disturbances, work stoppages, equipment failures, power failures, fire or other similar events beyond its control.

14. GENERAL
14.1 GOVERNING LAW. These TOU shall be governed by the laws of the State of Arizona without regard to its conflict of law provisions.
14.2 NO WAIVER. The failure of TAS to exercise or enforce any right or provision of these TOU shall not constitute a waiver of such right or provision.  If any provision of these TOU is found by a court of competent jurisdiction to be invalid, the parties nevertheless agree that the court should endeavor to give effect to the parties' intentions as reflected in the provision, and the other provisions of the TOU remain in full force and effect.
14.3 TIME FOR CLAIM OR ACTION. Each party agrees that regardless of any statute or law to the contrary, any claim or cause of action arising out of or related to use of the Specifications or these TOU must be filed within ninety (90) days after such claim or cause of action arose or be forever barred.
14.4 NOTICE. Any notice to USER or to TAS under these TOU shall be made via either e-mail or regular mail.  TAS may provide notices of changes to these TOU or other matters by displaying notices to USERs generally on the TAS Partner Portal.
14.5 DISCLOSURE OF INFORMATION.  TAS reserves the right at all times to disclose any information as TAS deems necessary to satisfy any applicable law, regulation, legal process or governmental request, or to edit, refuse to post or to remove any information or materials, in whole or in part, in TAS’s sole discretion.
14.6 INJUNCTIVE RELIEF. In the event of a breach or the threatened breach of the provisions of these TOU, the non-breaching party shall be entitled to injunctive relief restraining the other party from such breach or threatened breach.  Nothing herein shall be construed as prohibiting either party from pursuing any other remedy on account of such breach or threatened breach.
14.7 UNSOLICITED IDEA SUBMISSION POLICY.  TAS OR ANY OF ITS EMPLOYEES DO NOT ACCEPT OR CONSIDER UNSOLICITED IDEAS, INCLUDING IDEAS FOR NEW ADVERTISING CAMPAIGNS, NEW PROMOTIONS, NEW PRODUCTS OR TECHNOLOGIES, PROCESSES, MATERIALS, MARKETING PLANS OR NEW PRODUCT NAMES.  PLEASE DO NOT SEND ANY ORIGINAL CREATIVE ARTWORK, SAMPLES, DEMOS, OR OTHER WORKS.  THE SOLE PURPOSE OF THIS POLICY IS TO AVOID POTENTIAL MISUNDERSTANDINGS OR DISPUTES WHEN TAS’S PRODUCTS OR MARKETING STRATEGIES MIGHT SEEM SIMILAR TO IDEAS SUBMITTED TO TAS.  SO, PLEASE DO NOT SEND YOUR UNSOLICITED IDEAS TO TAS OR ANYONE AT TAS.  IF, DESPITE OUR REQUEST THAT YOU NOT SEND US YOUR IDEAS AND MATERIALS, YOU STILL SEND THEM, PLEASE UNDERSTAND THAT TAS MAKES NO ASSURANCES THAT YOUR IDEAS AND MATERIALS WILL BE TREATED AS CONFIDENTIAL OR PROPRIETARY.
14.8 SECTION TITLES. Section titles in these TOU are for convenience only and have no legal or contractual effect.
14.9 NO REFERENCE TO RELATIONSHIP. Each party agrees that, except to the extent expressly permitted by these TOU, it shall make no reference to any contractual arrangements with the other party or to the other party in any other manner in any advertising, promotional literature or other public statement, in any medium whatsoever, without the prior written consent of the other party.  In the event of a breach of this provision, the non-breaching party may terminate this Agreement.

Last Updated: November 19, 2015