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arbitration. Notwithstanding these dispute resolution have further financial obligation or liability for such
<br /> provisions,either party may exercise all rights and termination.
<br /> remedies to seek and obtain injunctive and/or other
<br /> equitable relief from any court of competent (g) Neither party shall publish or use any
<br /> jurisdiction. advertising,sales promotions,press releases or other
<br /> publicity which uses the other party's name,logo,
<br /> (b) Any legal action arising from or in trademarks or service marks without the prior written
<br /> connection with this Agreement,or any Services approval of the other party,which approval shall not
<br /> provided or work performed hereunder,must be be unreasonably withheld.
<br /> brought within two(2)years after the cause of action
<br /> occurs. (h) This Agreement shall be governed by and
<br /> construed in accordance with the laws of the
<br /> (c) This Agreement shall not prevent TNS from Commonwealth of Virginia,without giving effect to
<br /> entering into similar agreements with third parties,or the conflicts of laws principles thereof.
<br /> from independently developing,using,selling or
<br /> licensing materials,products or services which are (i) Any assignment by either party of any right,
<br /> similar to those provided under this Agreement. obligation or duty,in whole or in part,or of any other
<br /> Also,nothing in this Agreement shall create or vest interest hereunder,without the written consent of the
<br /> in Customer any right,title,or interest in the other party,shall be void except assignments to a
<br /> Services,Licensed Materials or Intellectual Property parent company,a wholly-owned subsidiary,or a
<br /> Rights,other than the right to use the Services and wholly-owned subsidiary of a parent. All obligations
<br /> the Licensed Materials under the terms and and duties of any party under this Agreement shall be
<br /> conditions of this Agreement. binding on all successors in interest and assigns of
<br /> such party. TNS may subcontract any or all of the
<br /> (d) TNS' performance obligations under this work to be performed by it under this Agreement,but
<br /> Agreement shall be solely to Customer and not to any shall retain responsibility for the work that is
<br /> third party. Other than as expressly set forth herein, subcontracted.
<br /> this Agreement shall not be deemed to provide third
<br /> parties with any remedy,claim,right of action,or (j) All notices,requests,demands and other
<br /> other right. communications hereunder shall be in writing and
<br /> shall be deemed to have been duly given delivered
<br /> (e)The parties agree to comply with the Payment when sent by registered or certified mail,return receipt
<br /> Card Industry Data Security Standard("PCI DSS") requested,or by reputable courier as evidenced by a
<br /> where applicable. Customer shall comply with any delivery receipt,to each party's respective address as
<br /> TNS information security policies related to the set forth in the Agreement.The parties may change the
<br /> Services. addresses on five(5)days prior written notice.
<br /> (f) Neither party shall have any liability for (k) It is expressly understood and agreed that
<br /> damages or delays due to fire,explosion,lightning, neither party hereto is an employee,agent or legal
<br /> power surges or failures,strikes or labor disputes, representative of the other,and unless specifically
<br /> water,acts of god,the elements,war,civil authorized in writing to do so,may not incur any
<br /> disturbances, acts of civil or military authorities or obligations on behalf of or in the name of the other.
<br /> the public enemy,inability to secure products or This Agreement does not create either a partnership or
<br /> transportation facilities,fuel or energy shortages,acts joint venture between TNS and Customer.
<br /> or omissions of communications carriers or suppliers,
<br /> or other causes beyond its control whether or not (1) If any portion of this Agreement is found to
<br /> similar to the foregoing(each a"Force Majeure be invalid or unenforceable,the remaining portions
<br /> Event"). The period of performance shall be shall remain in effect and the parties will begin
<br /> extended to such extent as may be appropriate,not to negotiations for a replacement of the invalid or
<br /> exceed the period of delay,after the cause of the unenforceable portion.
<br /> delay has been removed. If the condition that causes
<br /> an excusable delay or failure to perform lasts longer (m) The expiration or termination of this
<br /> than forty-five(45)days,either party may terminate Agreement shall not relieve either party hereto of
<br /> the affected attachments upon three(3)business days those obligations that by their nature are intended to
<br /> prior written notice. Except for fees for Services survive.
<br /> rendered under this Agreement,neither party shall
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