Terms and Conditions
GENERAL TERMS AND CONDITIONS FOR USE OF API TRANSFENNICA LTD
Article 1 – Definitions
The following definitions shall apply to the API Terms and Conditions, unless the context necessarily requires otherwise:
a. Account: the personal account of the Subscriber which enables access to and use of the Platform;
b. API: an application programming interface, a set of clearly defined methods of communication, to interact with the Platform and to provide, obtain or process Data;
c. API Terms and Conditions: the present general terms and conditions for the use of the Platform;
d. Application Developer or App Developer: a User, who develops one or more Applications on the Platform;
e. Affiliates: any entity controlling or controlled by or under common control with a Party, where “control” is defined as the ownership of more than 50% of the equity or other voting interests of such entity or the power to direct or cause the direction of the management or policies of such entity, whether through ownership, voting securities, contract or otherwise.
f. Article: an Article of these API General Terms and Conditions;
g. Authorized User: the User who has the right to see a specific set of Data available on the Platform pursuant to the applicable Data Sharing Rules;
h. Data: any content uploaded and shared on the Platform, regardless of the method of upload or sharing, or whether the Data was the result of an upload, the combination with other Data or enrichment of the Data by Transfennica, the Subscriber or a User;
i. Data Controller or Controller: the natural or legal person, public authority, agency or other body which, alone or jointly with others, determines the purposes and means of the processing of personal data; where the purposes and means of such processing are determined by European Union or Member State law, the controller or the specific criteria for its nomination may be provided for by European Union or Member State law;
j. Data Processor or Processor: a natural or legal person, public authority, agency or other body which processes personal data on behalf of the Controller;
k. Data Provider: the entity which shall provide Data to be made available on or processed through the Platform;
l. Data Sharing Rules: the unambiguous and clear sharing rules applicable to the Data as described in Article 4.1;
m. Data User: the entity which shall be able to make use of specified Data;
n. Intellectual Property Rights or IPR: any and all now known or hereafter existing rights associated with works of authorship, including but not limited to:
- copyrights, copyright-able works (including moral rights);
- trademarks, trade dress, trade names or corporate names;
- trade secret rights;
- patents, patent disclosures and inventions (whether patentable or not), know-how and industrial property rights;
- logos, layout design rights, design rights and other proprietary rights of every kind and nature other than trademarks, service marks, trade dress and similar rights, whether registered or not;
- database rights, and
- all registrations, applications, renewals, extensions or reissues of the forgoing, in each case in any jurisdiction throughout the world;
o. Party and Parties: Transfennica and/or one or all of the Subscribers, as applicable;
p. Personal Data: any information relating to an identified or identifiable natural person; an identifiable natural person is one who can be identified, directly or indirectly, in particular by reference to an identifier such as (but not limited to) a name, an identification number, location Data, an online identifier or to one or more factors specific to the physical, physiological, genetic, mental, economic, cultural or social identity of that natural person;
q. Platform: as described in Article 3, Transfennica’s Data Sharing Platform which will collect, store, pool and exchange Data from a multitude of sources and various stages in the supply chain targeting the ports and logistics related to Transfennica operations.;
r. Subscriber: the Data Provider, Data User and App Developer who shall make use of the Platform and to which the Terms and Conditions shall be applicable. A Subscriber may, at the same time, qualify as Data Provider, Data User and/or App Developer. In such case, all relevant provisions will apply;
s. Technical Partner: any technology provider or service provider engaged by Transfennica for the further development or support of the Platform;
t. Transfennica: the company under the laws of Finland Transfennica Ltd and owner of the Platform. The company forms part of the Spliethoff Group (www.spliethoffgroup.com);
u. User: a registered user of the Platform that qualifies as one or more of following: Data Provider, Data User or App Developer.
Article 2 - Subscribers
1. The general terms and conditions of the Subscribers are not applicable and are therefore explicitly excluded, even if such general terms and conditions would contain a similar clause.
2. By accessing the Platform, the Subscribers accept the Terms and. By using a specific Transfennica API, the Subscribers accept the API Terms and Conditions.
3. Transfennica reserves the right to modify unilaterally and at any time the API Terms and Conditions. Any such amendments or changes will be effective immediately upon Transfennica making such changes available on the Platform. If any changes are made to the API Terms and Conditions, such changes will:
i. only be applied prospectively; and
ii. not be specifically directed against a specific Subscriber, but will apply to all similarly situated Subscribers using the Platform.
Article 3 – Description of the Platform
1. Within Transfennica, a Data Sharing Platform has been developed which will collect, store, pool and exchange Data from a multitude of sources and various stages in the supply chain targeting the ports and logistics sector (“Platform”). Transfennica and Data Providers shall make certain Data available on the Platform, whereas Data Users and App Developers shall have access to such Data through the Platform and its APIs.
2. It is agreed that, unless and until a Data Provider has accepted applicable Data Sharing Rules, no Data of the Subscriber will be shared with any User.
Article 4 – License by Subscriber
1. By uploading, creating or otherwise providing information or Data on the Platform, Subscriber grants to Transfennica a worldwide, non-exclusive, non-transferable and non-sublicensable license which is limited to:
i. make the Data available to Authorized User in strict compliance with the instructions made available by the Subscriber through the Platform (“Data Sharing Rules”) who will be granted the right to copy, share within their organization, create derivatives from, make commercial us of and display specified Data, all in strict accordance with the Data Sharing Rules;
ii. Ameliorate or enrich the Data in an identifiable manner through the Platform to the extent necessary to provide the Platform in strict compliance with the Data Sharing Rules;
iii. Use, save, store and process any raw Data through the Platform to the extent necessary to provide, maintain and improve the Platform including the usage for Data analysis via the Platform, solely in an aggregated and unidentifiable manner and only for the purpose of creating added value for the Subscriber.
2. The license provided by the Subscriber does not prevent the Subscriber from providing such Data to any other party.
3. By uploading, creating or otherwise distributing an Application on the Platform, the Subscriber grants Transfennica a worldwide, non-exclusive, non-transferable and non-sublicensable license which is limited to:
i. use, perform, make available, display to the public, reproduce and distribute the Application in accordance with the instructions given by the Subscriber through the Platform and use Subscriber’s name, likeness or brand(which include all of Subscriber’s trademarks, services marks, logos, brand names or trade names (“Marks”)) to the extent it is incorporated into the Application, all solely to the extent required for the distribution on the Platform to Subscribers;
ii. Use, copy, modify, transmit and display such Application to the extent necessary to provide and maintain the Platform;
iii. Sublicense the foregoing rights to Transfennica Affiliates, Technical Partners, or any third parties working with Transfennica as development partners, hosting facilities and in similar capacities, solely in order to enable them to perform their services for Transfennica and only insofar as those services are necessary for the provision and maintenance of the Platform.
4. Transfennica is not allowed to use the Data in a manner not authorized by Subscriber. Transfennica shall use the Data solely in full compliance with:
i. the Data Sharing Rules; and
ii. Any applicable legislation, rules or regulations.
5. Data Provider acknowledges that it may be practically impossible for Transfennica to delete any and all Data provided by the Data Provider upon request of the Data Provider and that its Data may remain available for Authorized Users even after termination of its Account. The purpose of the Platform is to share the Data with other Subscribers who may themselves store such Data beyond Transfennica’s control. Such Subscribers will be fully liable for full compliance with the Terms and Conditions.
Article 5 – License by Transfennica
1. Transfennica shall grant Subscriber a worldwide, limited, non-exclusive, non-transferable, limited sub-licensable (as set out in this Article) license to use, modify, upload, access and view its Data and the Platform in accordance with these API Terms and Conditions and to define and process its Data Sharing Rules. Transfennica reserves the right, but is not obliged, to review and remove any Data or information which is deemed to be in violation with the provisions of these Terms and Conditions or otherwise inappropriate, deemed to be in violation of any rights of third parties or any applicable legislation or regulation, may materially and adversely impact the functioning of the Platform, or pose a security risk to Users.
2. Transfennica shall grant the Subscriber a worldwide, limited, non-exclusive, non-transferable, personal license to copy the Data, create derivative works from the Data, and to sublicense and distribute commercial products developed by or on behalf of the Subscriber incorporating the Data in accordance with the Terms and Conditions and in strict accordance with and as permitted under the applicable Data Sharing Rules.
3. Transfennica grants Subscriber a limited, non-exclusive, non-transferable, non-sublicensable license to use the Platform to develop and distribute Applications in accordance with these Terms and Conditions. The App Developer warrants to only allow use of the Data in accordance with the respective applicable Data Sharing Rules. Subscriber may sub-license this license to any third party working with Subscriber as development partners and in similar capacities, solely in order to enable them to perform their services for Subscriber and only in so far those services are necessary for the development, creation of derivative works and commercial products on behalf of Subscriber in accordance with these API Terms and Conditions. If the Subscriber grants any rights, pursuant to this Section to third parties with respect to the Platform, such third parties will be bound by these API Terms and Conditions and the Subscriber agrees to be jointly and severally liable for any actions of such third parties related to their use of the Platform.
4. The Subscriber agrees to use the Platform and its Account only for its intended use as set forth in these API Terms and Conditions. Within the limits of the applicable law, Subscriber is not permitted, unless explicitly allowed on the Platform, to:
i. adapt, alter, translate or modify in any manner the Platform;
ii. Decompile, reverse engineer, disassemble or otherwise derive or determine or attempt to derive or determine the source code (or the underlying ideas, algorithms, structure or organization) of the Platform, except and only to the extent such activity is expressly permitted by applicable law, rules and regulations, notwithstanding the following limitation:
iii. use or copy the Platform except as expressly allowed under this article 5;
iv. Gain unauthorized access to Accounts of other Users to use the Platform or its Account to conduct or promote any illegal activities;
v. use the Platform or its Account to generate unsolicited email advertisements or spam;
vi. use the Data for any illegal activities;
vii. use the Data through a specific API for any other purpose than the intended purpose of such API;
viii. impersonate any person or entity, or otherwise misrepresent its affiliation with a person or entity;
ix. use any high volume automatic, electronic or manual process to access, search or harvest information from the Platform other than through the documented use of the Transfennica APIs;
x. alter, remove or obscure any copyright notice, digital watermarks, proprietary legends or other notice included in the Platform;
xi. intentionally distribute any worms, Trojan horses, corrupted files or other items of a destructive nature or use the Platform or its Account for any unlawful, invasive, infringing, defamatory or fraudulent purpose; or
xii. remove or in any manner circumvent any technical or other protective measures on the Platform.
5. The Subscriber is not allowed to use the Platform in a manner not authorized by Transfennica and these API Terms and Conditions. Subscriber shall use the Platform solely in full compliance with:
i. these API Terms and Conditions;
ii. any additional instructions or policies issued by Transfennica, including, but not limited to, those posted within the Platform; and
iii. any applicable legislation, rules or regulations.
If Transfennica becomes aware or suspects, in its sole reasonable and substantiated discretion, any violation by Subscriber of the API Terms and Conditions or any other instructions, guidelines or policies issued by Transfennica, then Transfennica may suspend or limit Subscriber’s access to its Account. The duration of any suspension by Transfennica will be until Subscriber has remedied the breach which caused such suspension or limitation.
6. Except as expressly set forth herein, no express or implied license or right of any kind is granted to the Subscriber regarding the Platform or its Account thereof, including but not limited to any right to obtain possession of any source code, Data or other technical material relating to the Platform.
7. The Subscriber shall receive certain Account information from Transfennica to be able to access its Account on the Platform and shall be free to set up Account communities within its own Account to register Authorized Users (i.e. employees, contractors, consultants or professional advisers of the Subscriber (or of its Affiliates, in accordance with paragraph 8 of this Article below). The Subscriber shall be liable for any breaches by its Authorized Users of the terms and conditions of these API Terms and Conditions. The Subscriber shall be solely responsible for all access to and use of the Platform and its Account through its Account details and passwords.
8. Subscriber may sub-license the licenses provided for in this article to its Affiliates, by registering such Affiliates in the Platform. By registering such Affiliates, Subscriber warrants that it has the authority to bind such Affiliates. If the Subscriber grants any rights, pursuant to this paragraph to Affiliates with respect to the Platform, such Affiliates will be bound by these API Terms and Conditions and the Subscriber agrees to be jointly and severally liable for any actions of such Affiliates related to their use of the Platform and the Data.
Article 6 – Information Security
1. Transfennica shall adopt and use appropriate safeguards, in accordance with the instructions as set out on the Platform, to preserve the confidentiality, integrity and availability of the Data and to prevent its use or disclosure, other than as permitted by the API Terms and Conditions, or as required by law.
2. Detailed controls for how Transfennica handles and secures the Data are available on the Information Security Policy page of the Platform.
Article 7 – Confidential Information
1. All software, plans, documents, know-how, Data and other information relating to a Party’s business, technology, products or services or other proprietary or confidential information provided by a Party (the “Disclosing Party”) to the other Party (the “Receiving Party”) under the Terms and Conditions shall be considered and treated as confidential (the “Confidential Information”). The Confidential Information remains at all times the property of the Disclosing Party.
2. The Receiving Party shall:
i. only use the Confidential Information for the purposes of complying with its obligations under the API Terms and Conditions;
ii. Store such Confidential Information with at least the same level of care applied when storing its own confidential information and in no case at a less than reasonable level of care where data is securely stored with multiple protection layers; and
iii. Not disclose such Confidential Information to any third party.
3. The confidentiality obligations as specified in this Article 7 shall not apply to information which:
i. has become publicly known in a way other than by violation of the Receiving Party of its obligations under the API Terms and Conditions;
ii. Was disclosed to the Receiving Party by a third party that is not under an obligation of confidentiality to the Disclosing Party;
iii. Was developed by the Receiving Party independently from the Disclosing Party’s Confidential Information or was already known to the Receiving Party prior to the information being disclosed by the Disclosing Party;
iv. Is disclosed with the prior written consent of the Disclosing Party; or
v. requires to be disclosed in order to comply with any applicable laws, regulations, court decisions, arbitral awards or any other regulatory bodies.
4. Notwithstanding the provision contained in paragraph 2 of this Article, the Receiving Party may disclose the Confidential Information to its employees, consultants and suppliers which are directly involved with and/or should be informed of such Confidential Information for the execution of the Receiving Party’s obligations as set forth in the API Terms and Conditions. The Receiving Party shall impose on them confidentiality obligations which are at least similar to those included in this Article 7.
Article 8 – Data Protection
To the extent any Personal Data is controlled or processed by Transfennica, such processing shall be done in accordance with the applicable data protection legislation, such as, but not limited to Regulation (EU) 2016/679 (“GDPR”).
Detailed information is available on the Privacy Statement page of the Transfennica public website (www.transfennica.com).
1. Data Controller. Transfennica may collect any Personal Data, such as (but not limited to) name and e-mail address, from the Subscribers concerning their employees or consultants. Such Personal Data shall be used by Transfennica solely for the purpose of the management of the Account and the Platform, as well as for the contractual management of the client relationship with the Subscriber. Transfennica may collect any Personal Data, such as (but not limited to) name and e-mail address, from the Subscriber concerning its employees or consultants. Such Personal Data shall be used by Transfennica solely for the purpose of the management of the Account and the Platform, as well as for the contractual management of the client relationship with the Subscriber. In this regard, Transfennica shall act as Data Controller.
2. Data processor. Transfennica may be provided access to any Personal Data and/or must process any Personal Data on behalf of the Subscriber when performing its obligations under these API Terms and Conditions. In this regard, the Parties record their intention that the Subscriber shall act as “Data controller” and Transfennica shall act as “Data processor”, as specified in the GDPR, Transfennica acts exclusively on behalf of and upon the lawful instructions of the Subscriber, and shall not process any Personal Data in this regard for its own purposes.
3. Measures. Transfennica and the Subscriber shall each take the appropriate technical and organizational measures which are required to protect the Personal Data against accidental or unauthorized destruction, accidental loss, as well as against any modification of or access to, and any other unauthorized processing of the Personal Data.
4. Technical Information. Detailed controls on how Transfennica handles and secures Personal Data and Back-ups are available on the Information Security Policy page of the Transfennica platform.
Article 9 – Intellectual Property Rights
1. The Platform, including any rights, title and interest (including Intellectual Property Rights) therein, shall at all times remain the sole and exclusive property of Transfennica and/or its licensor, and the Subscriber shall obtain no rights, title or interest (including without limitation Intellectual Property Rights) in the Platform pursuant to these API Terms and Conditions except the rights expressly granted hereunder. The Platform (including the Intellectual Property Rights) may not be modified, copied, printed, reproduced, distributed, republished, performed, downloaded, displayed, posted, transmitted and/or otherwise used in any form or by any means, unless expressly permitted in these Terms and Conditions. Except as expressly set forth herein, no express or implied license or right of any kind is granted to the Subscriber regarding the Platform or any part thereof, including any right to obtain possession of any source code, Data or other technical material related to the Platform.
2. The Data including any rights, title and interest (including Intellectual Property Rights, if any) therein, shall at all times remain the sole and exclusive property of the Data Provider and/or its licensor and Transfennica and the Authorized Users shall obtain no rights, title or interest (including without limitation Intellectual Property Rights) in the Data pursuant to these Terms and Conditions except the rights expressly granted hereunder. The Data may not be modified, copied, printed, reproduced, distributed, republished, performed, downloaded, displayed, posted, transmitted and/or otherwise used in any form or by any means, unless expressly permitted in these API Terms and Conditions.
3. The App Developer (or its licensor’s) shall at all times retain all right, title and interest in his App. Other than a license to use in accordance with these API Terms and Conditions, no other party obtains any rights in such App. The App (including the Intellectual Property Rights) may not be modified, copied, printed, reproduced, distributed, republished, performed, downloaded, displayed, posted, transmitted and/or otherwise used in any form or by any means, unless expressly permitted in these API Terms and Conditions. Except as expressly set forth in Article 4, no express or implied license or right of any kind is granted to Transfennica or other Users regarding the App or any part thereof.
Article 10 – Transfennica’s Rights and Obligations
1. Transfennica reserves the right, but is not obliged, to review and remove any Data or information which is deemed to be in violation with the provisions of the API Terms and Conditions or otherwise inappropriate, deemed to be in violation of any rights of third Parties or any applicable legislation or regulation, may materially and adversely impact the functioning of the Platform, or pose a security risk to Subscribers.
2. If Transfennica becomes aware or suspects, in its sole discretion, any violation by Subscriber of the API Terms and Conditions, or any other instructions, guidelines or policies issued by Transfennica, then Transfennica may suspend or limit Subscriber’s access to its Account. The duration of any suspension by Transfennica will be until Subscriber has remedied the breach which caused such suspension or limitation.
3. Transfennica may delete any Data related to the Subscriber after its Account is closed, and such Data shall not be recoverable. Transfennica shall not be responsible for any Data that is lost due to the closing of the Account.
4. Unless explicitly agreed otherwise, all obligations of Transfennica regarding the provision of the Platform are considered to be “best efforts obligations”. The Subscribers agree that Transfennica shall exercise its activities and execute its obligations relating to the Platform as an independent service provider.
5. Transfennica will use reasonable efforts to make each Transfennica API available for a minimum period of thirty-six (36) months, unless otherwise set forth in the API Terms and Conditions (the “Minimum Lifespan”). Following such Minimum Lifespan, Transfennica may, following prior notice of twelve (12) months through the Platform, in its sole discretion decide to discontinue such Transfennica API.
Article 11 – Subscriber’s Rights and Obligations
1. The Subscriber shall receive Account information from Transfennica to be able to access its Account on the Platform and shall be free to set up Account communities within its own Account to provide access to several authorized individuals appointed by the Subscriber.
2. The Subscriber shall be solely responsible for all access to and use of the Platform and its Account and through its account community.
Article 12 – No Liability
12.1 To the extent legally permitted under applicable law, Transfennica shall not be liable to the Subscribers or any third party, for any damage whatsoever and howsoever caused, including special, indirect, exemplary, punitive, incidental or consequential damages of any nature including, but not limited to damages or costs due to loss of profits, reconstruction of Data, revenue, goodwill, production or use, procurement of substitute services, or property damage arising out of or in connection with the Platform under the API Terms and Conditions, regardless of the cause of action or the theory of liability, even if Transfennica has been notified of the likelihood of such damages.
Article 13 – Warranties and Disclaimers
1. The Platform may be unavailable from time to time, may be offered on a limited basis, or may vary depending on your region or device. Transfennica strives to keep the Platform up and running; however, all online services suffer occasional disruptions and outages.
2. Except as expressly provided in this Article 13 and to the maximum extent permitted by applicable law, the Platform is provided “AS IS,” and Transfennica makes no (and hereby disclaims all) other warranties, covenants or representations, or conditions, whether written, oral, express or implied including, without limitation, any implied warranties of satisfactory quality, course of dealing, trade usage or practice, merchantability, suitability, availability, or fitness for a particular use or purpose, with respect to the use, misuse, or inability to use the Platform or any other products or services provided to the Subscribers by Transfennica. Transfennica does not warrant that all errors can be corrected, or that access to or operation of the Platform shall be uninterrupted, secure, or error-free. Any service levels provided by Transfennica shall be provided in accordance with the instructions as set out on the Platform. The Subscribers acknowledge and agree that there are risks inherent to transmitting information over and storing information on the internet and that Transfennica is not responsible and cannot be held liable for any loss or corruption of Subscribers’ Data.
3. Subscribers acknowledge to solely use the Platform in accordance with:
i. the API Terms and Conditions;
ii. any applicable legislation, rules or regulations (including any legislation regarding the transfer of Data between countries).
3. Subscribers agree that any use of the Platform contrary to or in violation of these representations and warranties shall constitute unauthorized and improper use of the Platform for which Transfennica cannot be held liable.
4. The Subscriber warrants that he is the owner of the Data uploaded by the Subscriber or that he has the necessary rights, licenses or permissions to make such Data available in accordance with these API Terms and Conditions. The Subscriber warrants that such Data does not contain any restrictions such as confidentiality, privacy/personal information, sensitive data or other restrictions which would cause the use of the Data as permitted under these Terms and Conditions to breach any rights of third parties or applicable laws.
5. A Subscriber shall only be liable for any errors, malfunctions or inaccuracies in the Data provided on the Platform and will only be held liable for any errors or inaccuracies in enrichments or ameliorations of such Data to the extent specific, explicit warranties were given by such Subscriber on the accuracy of the Data or its enrichments or ameliorations in the API Terms and Conditions.
Article 14 Indemnification by Subscribers
1. Subscribers hereby agree to indemnify and hold harmless Transfennica and its current and future Affiliates, officers, directors, employees, agents and representatives from each and every demand, claim, loss, liability, or damage of any kind whatsoever, including reasonable attorney’s fees, whether in tort or in contract, that it or any of them may incur by reason of, or arising out of, claims by any third Party with respect to:
i. any breach or violation by Subscribers of any provisions of the API Terms and Conditions;
ii. any Data or Apps violating an IPR of a third party;
iii. any breach of Subscriber of its warranties pursuant to Article 13.4;
iv. caused by fraud, intentional misconduct or gross negligence committed by Subscribers.
Article 15 – Term and Termination
1. The Account may be terminated without cause by the Subscriber at any time upon written notification to Transfennica.
2. Unless terminated by Transfennica or a Subscriber, the Account is provided for an indefinite term. The Subscriber may terminate its Account through the Platform or by providing written notice to Transfennica (firstname.lastname@example.org). Transfennica may terminate the Account for convenience by giving a notice period of three (3) months.
3. Transfennica may terminate with immediate effect the Subscriber’s right to access and use of the Platform if Transfennica has reasonable grounds to suspect that such Subscriber is violating the API Terms and Conditions (including but not limited to any violation of the IPR of Transfennica) or any other guidelines or policies issued by Transfennica.
4. Upon the termination of the Account for any reason whatsoever in accordance with the provisions of the API Terms and Conditions, at the moment of effective termination:
i. the Subscriber will no longer be authorized to access or use the Platform;
ii. Transfennica may delete all Data associated with Subscriber’s Account, including, but not limited to the Data on the Platform;
iii. all rights and obligations of Transfennica or Subscriber under the API Terms and Conditions shall terminate, except those rights and obligations under the present Articles specifically designated in Article 16.2
Article 16 - Miscellaneous
1. Force Majeure. A Party shall not be liable for any failure or delay in the performance of its obligations with regard to the Platform if such delay or failure is due to causes beyond its control, including but not limited to acts of God, war, strikes (except for own personnel) or labor disputes, embargoes, government orders, telecommunications, network, computer, server or Internet downtime, unauthorized access to Transfennica’s information technology systems by third Parties or any other cause beyond the reasonable control of Transfennica (the “Force Majeure Event”). Transfennica shall notify Subscriber of the nature of such Force Majeure Event and the effect on our ability to perform our obligations under the Terms and Conditions and how Transfennica plans to mitigate the effect of such Force Majeure Event.
2. Survival. Articles 7, 8, 12, 13, 14 and 16 (where applicable) shall survive any termination or expiration of these API Terms and Conditions.
3. Governing law and jurisdiction. The API Terms and Conditions shall be exclusively governed by and construed in accordance with the laws of the Netherlands, without giving effect to any of its conflict of law principles or rules. The courts and tribunals of Amsterdam shall have sole jurisdiction should any dispute arise relating to the API Terms and Conditions.
4. Amendment. If an update affects a Subscriber’s use of the Services or legal rights as a User of the Platform, Transfennica will notify such Subscriber(s) prior to the update's effective date by sending an email to the email address associated with the Account or via an in-product notification. These updated API Terms and Conditions will be effective no less than 15 (fifteen) days from the notification.
5. If a Subscriber does not agree to the updates made, the Subscriber may cancel its Account before the new API Terms and Conditions become effective. By continuing to use or access the Platform after the updates come into effect, the Subscriber agrees to be bound by the revised API Terms and Conditions.