If You are registering and/or accessing or using the Site and/or the API Services on behalf of an organization/entity, You represent, You are agreeing to these terms and conditions on behalf of Your organization/entity, and You represent and warrant that You have legal authority to bind Your organization/entity to the terms of this Agreement. In that case, "You", "Your" or “User” also refers to that organization/entity.
If You do not agree with any of these Terms, You must not use or access the Site or the API Services in any way, or register as a User or check and/or click “I Agree” or any similar box or button associated with this Agreement.
You hereby waive any applicable rights to require an original (non-electronic) signature or delivery or retention of non-electronic records, to the extent not prohibited under applicable law. This document is an electronic record as per the provisions of the Information Technology Act, 2000 and rules there under. This electronic record is generated by a computer system and does not require any physical or digital signatures. This document is published in accordance with the provisions of Rule 3(1) of the Information Technology (Intermediaries guidelines) Rules, 2011 for Your access or usage of Site and the Services to the extent third party API’s are provided on the Site.
This Site and the information, tools, and material contained in it and any services provided through it are not directed to, or intended for distribution to or use by, any person or entity who is a citizen or resident of or located in any jurisdiction where such distribution, publication, availability or use would be contrary to law or regulation or which would subject Tata Consultancy Services Limited or its affiliates (collectively “TCS”) to any registration or licensing requirement within such jurisdiction.
The Site is an online platform for providing API Services to Users who may: (a) use one or more API package(s), including but not limited to classes, methods, declaring codes and implementing codes or any other feature of the APIs to build certain functions into their own programs by accessing the desired APIs in a sandbox environment only; or (b) request TCS to publish/share/upload/submit their own API packages and sandbox environment to publish the same on the Site, in the format and manner prescribed by TCS (hereinafter referred to as “User Content” or “Your Content”) for use by others, as per the Terms of this Agreement.
The Site also provides You with opportunity to partner with other existing Users and avail the Services as per Your business needs and as per the Terms of this Agreement.
This Site is only a platform that can be utilized by Users who are engaged in the business of software development /testing/programming/analysis/etc. and we are merely acting as an intermediary. TCS BaNCS attempts to be as accurate as possible, however, TCS BaNCS does not warrant that descriptions of or other content (including User Content) of this Site is accurate, complete, reliable, current, or error-free.
The Site requires You to request TCS BaNCS to publish/share/upload/submit Your Content and TCS BaNCS may in its sole discretion publish/share/upload Your Content on the Site., Your request or submission to publish/share/upload/submit Your Content or this Site does not provide any confidentiality to Your Content and is made available to other Users of the Site. TCS BaNCS reserves the right in its sole discretion (but without any obligation) and without further notice to You, to monitor, censor, edit, delete, and/or remove any and all User Content or Your Content posted on the Site at any time and for any reason.
TCS BaNCS may publish/share/upload/submit APIs of its own software assets on the Site, then role/function of TCS as an intermediary will not be applicable, however terms and conditions of this Agreement which apply to use of API Services, shall continue to apply to use of such API’s owned and published by TCS BaNCS.
TCS BaNCS shall use reasonable efforts to make available the Services to You except for any interruption in the Services due to causes beyond the control of TCS.
TCS BaNCS may, in its sole discretion, suspend or restrict access to all or any portion of the Site and/or the Services to (i) prevent damages to, or degradation of, the Site and/or Services; (ii) comply with any law, regulation, court order, or other governmental request; (iii) otherwise protect TCS BaNCS from potential legal liability; or (iv) address a breach of this Agreement (v) repair, maintain, or the introduce new facilities or at any time. TCS BaNCS shall use reasonable efforts to provide You with notice prior to or promptly following any suspension of the Site and/or Services or any portion of it. TCS BaNCS will endeavor to restore access to the Site and/or Services as soon as the event giving rise to suspension has been resolved.
In general, You can visit the Site without telling us who you are or revealing any information about Yourself, however, if You intend to avail any Services, You will have to register Yourself by creating a TCS BaNCS marketplace account (“Account”) and providing your personal information which will be governed by our Privacy Notice (https://marketplace.tcsbancs.com/legalinformation#data_policy). You agree and consent to use of Your personal information by TCS BaNCS for the purpose of creating an Account in Your name, authenticating You or otherwise contacting You and identifying You as a User and rendering Services to You. You agree to create an Account only for your access/use of the API Services. When You create Your Account, You must provide us with accurate and complete information, and You agree to update your information from time to time to keep it accurate and complete. You will be solely responsible for all activities that occur in Your Account. You agree to keep Your Account secure and in case of any breach of Your Account security or unauthorized access/use, You will immediately notify to TCS by sending an e-mail communication at email@example.com. On receipt of such notification, Your Account will be suspended/deactivated by TCS BaNCS until You send a request for re-activation of Your Account.
In case You wish to delete Your Account You agree to send an email communication to TCS BaNCS at firstname.lastname@example.org, accordingly, TCS BaNCS will delete Your Account. However, Your Content (if any) shall not be removed from display on and access from the Site unless You send a request to TCS BaNCS at the above mentioned email address for such removal and it is reasonably possible for TCS BaNCS to remove all Your Content e.g. Your Content under Interactive Services as defined hereunder may not be removed.
In case You wish to remove or modify any of Your Content without deleting Your Account, then You agree to send a request to TCS BaNCS at the above mentioned email address for such removal or modification. Accordingly, TCS BaNCS will remove or modify from display Your Content from the Site. TCS BaNCS may not entertain more than 10 requests to remove or modify Your Content in a calendar year. Any further such requests may be chargeable.
By requesting TCS BaNCS to submit/share/upload/publish Your Content on the Site, You hereby grant TCS BaNCS a worldwide, perpetual, irrevocable, non-exclusive, royalty-free, sub-licensable and transferable license to use, reproduce, distribute, translate, adapt, modify, prepare derivative works, display, publish and perform the Your Content in connection with the Site. You also hereby grant each User of the Site worldwide, non-exclusive and royalty-free right to use, reproduce, translate, adapt, modify, distribute, prepare derivative works of, display and perform Your Content in the sandbox environment on the Site, to build certain functions into their own programs all in accordance with the terms of this Agreement. You specifically agree that TCS BaNCS shall not be responsible or liable for any unauthorized access to or alteration or misuse or infringement of Your Content published on the Site and/or in the use of the Services.
In consideration of Your acceptance of the Terms of this Agreement, TCS BaNCS grants You a personal, limited, non-exclusive, non-transferable, non-sublicensable and revocable rights to access and use the Site and its Services.
In order to use the API Services, You may be required to install service applications/browser extensions/IDEs provided by TCS BaNCS or any third party. Once on-boarded on this Site, You may use the API Services. If the use of any API directs you to API provider’s website, then use of such APIs shall be governed by the terms and conditions of the provider of the APIs. Your right to use API Services is limited to five hundred (500) API calls per day (24 hours).
Presently the use of Site and/or the Services is at no cost to You, however, TCS BaNCS may in future charge fees for the Services as may be set out in the Site from time to time. In the latter case, TCS BaNCS reserves the right to suspend access to the Services in the event of the non-payment of a valid and due invoice. Fees due under this Agreement shall be exclusive, of applicable taxes.
Your Representations and Warranties
You make the following representations and warranties:
You have good and sufficient title in the Your Content and in every part thereof to enable You to enter into this Agreement and grant the rights and licenses as provided herein to TCS BaNCS and other Customers;
All rights in or to the Your Content or any other material or information furnished or provided by You in the performance of this Agreement are proprietary to You or used under appropriate license with appropriate authority;
You have obtained prior written permission/license from co-developer or co-owner or co-author of any of Your Content which is jointly developed by You and any third party;
You have obtained any and all third party licenses and consents (including the right to sub-license the same to TCS BaNCS and other Users of this Site and the Services) necessary to enable TCS BaNCS and other Users to use third party software comprised within Your Content without additional licenses or permission to be taken by TCS BaNCS or other Users of the Site and/or the Services from any such third party;
Any material or information furnished or provided by You will not infringe or misappropriate the patent, copyright, trademark, trade secret or other intellectual property rights or proprietary rights of any third party;
You shall not use or permit to be used the Site and the API Services provided for any illegal or unlawful purpose;
The execution, delivery and performance of this Agreement of access/use by You does not and will not conflict with, or constitute a breach or default under any agreement, contract, commitment or instrument to which You are a party;
Your Content has been produced and distributed with strict procedures and best industry practices to protect them against viruses, malware, Trojans or other malicious code (“Virus”). If TCS BaNCS identifies that a virus exists in Your Content, TCS BaNCS may notify You and upon such notification You shall remove the virus from the Your Content. You further warrants that You shall not introduce any malicious code or bugs or worms or Trojan horse or malware or such other code or disabling code into Your Content, the Site and/or the API Services or into the network or system of TCS BaNCS or its affiliates. Your understand that TCS BaNCS will not be able to provide any services for such Virus infected Your Content;
There is no action or proceeding pending or, in so far as it is known or ought to known, threatened in writing against You before any court, administrative agency or other tribunal that could impact upon Your right, power and authority to enter into this Agreement, to grant the rights and licenses granted by You to TCS BaNCS and other Users of this Site and/or the Services, or to otherwise carry out Your obligations hereunder; or might have a material adverse effect on Your business or condition, financial or otherwise that would materially impact Your ability to perform under this Agreement.
In particular, and without limitation, You represents, warrants and covenants that You shall NOT and shall not permit others, directly or indirectly, to host, display, upload, modify, publish, transmit, update or share any information that —
- is grossly harmful, harms minors in any way harassing, blasphemous defamatory, obscene, pornographic, paedophilic, libellous, invasive of another's privacy, hateful, or racially, ethnically objectionable, disparaging, relating or encouraging money laundering or gambling, or otherwise unlawful in any manner whatever;
- deceives or misleads the addressee about the origin of such messages or communicates any information which is grossly offensive or menacing in nature;
- impersonate another person;
- threatens the unity, integrity, defense, security or sovereignty of India, friendly relations with foreign states, or public order or causes incitement to the commission of any cognizable offence or prevents investigation of any offence or is insulting any other nation
Also, You shall NOT and shall not permit others to:
- reverse engineer, disassemble, de-compile, tamper, recreate, the Site, its content and the Services or any part thereof unless expressly permitted;
- remove, alter, obscure or otherwise render illegible any of TCS, its affiliates, their respective licensors or other User’s logo, trademark, copyright notice or other proprietary or confidentiality markings that may be placed on the User Content or any component or output thereof;
- override access authorization and access controls for Your access and Use of the Site, its content and/or the Services as may be prescribed by TCS or circumvent, bypass, delete or remove any form of protection, or usage, functionality or technical restrictions or limitations, or to enable functionality disabled by TCS or its third party service providers, in connection with the Services;
- use the access rights granted herein to gain or attempt to gain unauthorized access to other computer systems accessible via the internet, any portion of the Site or Services for which You have not been expressly authorized to use pursuant to this Agreement, or Customer Content or computer systems belonging to others which is also hosted by TCS;
- interfere with or disrupt the integrity or performance of the Site or any Services or data, device, account, network or services environment;
- perform or disclose any security testing, including without limitation, penetration testing, remote access testing, network discovery, vulnerability scanning, password cracking, etc., of the Site or the Services without TCS’ prior written consent;
- use any public software or open source software in connection with the Services in any manner that requires, pursuant to the license applicable to such public or open source software, that the software be disclosed or distributed in source code form, or made available free of charge to recipients, or modifiable without any restriction by recipients;
- issue any press release or make any other public communication with respect to this Agreement or Your use of the Services without TCS’ prior written consent.
- use the sandbox or API Services in the production environment
You agree to assist TCS in relation to any investigation and remedy of any claim, allegation, action, suit, proceeding or litigation with respect to alleged unauthorized access and use of the Site and its services / content.
Intellectual Property Rights
TCS is the sole and exclusive owner of the Site. All contents included on this Site, such as text, graphics, logos, button icons, images, data compilations, software including all compilations are the intellectual property of TCS or its affiliates or their respective licensors and are protected by national and international copyright laws or other intellectual property laws. TCS only authorizes non-exclusive, non-transferable, non-sublicensable, revocable, limited right to use Site and the Services only for personal, non-commercial use in accordance with the Terms of this Agreement.
TATA Consultancy Services, the TCS logo, TCS, TCS BaNCS Marketplace, other marks of TCS and domain name indicated on our Site are trademarks of TCS and its affiliates.
You acknowledge and agree that all the content listed on the Site may be protected under the copyright laws and accordingly, You shall be responsible for procuring appropriate licenses from third party and complying with the applicable terms and conditions of those third parties for using their User Content which are not licensed to You for use hereunder.
Your Content may include Your logo/ mark/ device/ brand/ heading/ label/ ticket/ name/ signature/ word/ letter/ numeral/etc. (“Brands”) which may be protected under the trademark and copyright laws and TCS claims no ownership over such Brands. You hereby grant to TCS worldwide, perpetual, irrevocable, non-exclusive, royalty-free, sub-licensable and transferable license to use, reproduce, distribute and display the Brands in the Site.
At no time, TCS claims any kind of ownership including any right, title or interest on the Your Content except for the rights and licenses granted to TCS hereunder.
The Site may provide certain features enabling You to give Your input, feedback, queries and/or share and/or connect to TCS BaNCS Marketplace team or other users of the Site, including but not limited to by way of chat rooms, chatbots, message board facilities, news/events, trivia, polls, upload videos, milestones, quiz, video gallery and/or other similar features, etc. (“Interactive Services”). TCS shall have the right, but not any obligation, to monitor Your use of the Interactive Services, and moderate, edit, delete, remove, un-publish, publish, refuse to post/publish or use any of Your Content provided through such Interactive Services, such as communication, views, opinion, comments, ideas, documents, contents, submissions, articles, data (including personally identifiable data), text, images, posts, analysis, statistics, information, videos or photographs, etc. expressed/input/uploaded by You on or using the Site, without any further permissions or approval from You, and covenant that this will not violate your privacy rights. You agree that no remuneration or other consideration will be paid with respect to Your Content or participation in any activity on or through the Site and/or its Services. Further, You agree and acknowledged that as a user of the Site, You may be visible to other users of the Site with whom You may connect or who may connect with You using Interactive Services. Please be careful about what information, including personal information, You disclose in this way.
Such Interactive Services are provided on ‘AS IS’ and ‘AS AVAILABLE’ basis. TCS expressly excludes its liability for any and all loss or damage or injury arising from the use of any Interactive Service by You or any other person in contravention of these Terms, whether the service is moderated or not.
Third Party Content and Websites
Through the use of the Site, You may access any third party content (including API’s) or content services from a third party or services provided or made available by or through a third party website, the accuracy or completeness of the materials or the reliability of the website or any advice, opinion, statement, reports, analysis, statistics or other information (collectively the “TP Content”) displayed or distributed or sold through it or otherwise made available or based on the TP Content or website, is not warranted by TCS. TCS is providing the TP Content, or link to the third party websites, if any, only for informational purpose only as an additional resource for convenience and does not provide an endorsement, sponsorship or recommendation to such TP Content, products, services or third party websites. You acknowledge and agree that the access to TP Content or such websites is governed by the terms and conditions of such third party and You undertake to abide by the same. In case any TP Content causes infringement issues, violation of copyright or anything objectionable You may accordingly coordinate with the respective content originator for the same.
You acknowledge that reliance on any TP Content, product or services made available through the use of the Site, suitability for any contemplated use, manner of use and whether any intellectual property rights are infringed shall be at Your own discretion, evaluation, risk and consequences. In particular, TCS does not accept any liability arising out of, or in relation to, any TP Content or website, including without limitation, any allegation relating to TP Content accessed or purchased through the third party website, or that any TP Content infringes the intellectual property rights of any person. The aggrieved person should approach the respective source/entity if they wish to avail any legal remedy under the law. TCS should not be made party to such claims/litigation filed by the aggrieved person. TCS shall not be liable and takes no responsibility for non-compliance by the third party to take remedial actions as requested by You.
In order to render you the Services, we may collect or obtain your personal information and use of such personal information shall be governed in accordance with our privacy notice which is available at https://marketplace.tcsbancs.com/legalinformation#data_policy. You agree that we may use personal information that you provide or make available to us in accordance with the Privacy Notice.
In accordance with the Information Technology Act 2000 and rules made there under, the name and contact details of the Grievance Officer are provided below who will redress your complaints pertaining to violation of rule 3 of the Information Technology (Intermediaries Guidelines) Rules, 2011:
Name: M Basavaraj
Grievance Officer- TCS BaNCS Marketplace,
TATA Consultancy Services Limited
timings: 09:30 to 17:30
You may send Grievance Officer a notice through email with the information mentioning the disputed matter/issue in detail supported with the following documents/information:
- Document explaining the complained or disputed matter/issue or grievance in detail.
- Ownership/licensee documents, where applicable.
- Specific location, screenshot or URL of the App or Service where the complained or disputed matter/issue is located.
- Your complete mailing address with pincode/zip code, telephone number, and email address.
- Declaration stating that the disputed use is/was not authorized by the owner, its agent, or by the law, in case of violation of intellectual property rights.
- Letter stating that the claim made by You is under penalty of perjury, that the above information in your notice is accurate and have acted in lawful manner with respect to the complained matter or disputed issue; and as an owner or authorized to act on the owner’s behalf in case of violation of intellectual property rights.
Upon receiving of the notice/complaint in the format as requested above, TCS shall evaluate the details, facts and evidences to take further action if required which is appropriate in its sole discretion. You covenant to provide any further information or documents which TCS may reasonably request in order to redress your complaint. If the disputed issue/matter is other than the Terms of this Agreement, then TCS shall not be liable and takes no responsibility for any action or non-compliance to take remedial actions.
For Take-Down Notices relating to Storage of Transient or Incidental Copies of Work under Indian Copyright Act and Rules:
Under the Indian Copyright Rules, 2013 (Rule 75), TCS will accept the notice in writing under section 52(1)(c) in the format as prescribed in Rule 75 sub rule 2. On receipt of the written complaint, TCS if satisfied with the details provided in the complaint shall take measures to refrain from facilitating access for a period of 21 (twenty one) days or till TCS receives an order from the competent court refraining the access, whichever is earlier. In the event no such order is received before the expiry of twenty-one days, TCS may restore access to such content or matter.
You agree to indemnify TCS for all claims brought by a third party against TCS arising out of or in connection with the submission of the notice/complaint.
THE SITE AND THE INFORMATION, MATERIALS OR SERVICES INCLUDED IN OR AVAILABLE THROUGH THE SITE MAY INCLUDE INACCURACIES OR ERRORS. THE SITE AND THE SERVICES AND ALL INCLUDED CONTENT ARE PROVIDED ON AN "AS IS" BASIS WITHOUT WARRANTY OF ANY KIND, WHETHER EXPRESS OR IMPLIED. TCS SPECIFICALLY DISCLAIM ANY AND ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING WITHOUT LIMITATION, WARRANTIES OF ACCURACY, RELIABILITY, AVAILABILITY, TITLE, MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT, OR THAT THE SITE AND ITS SERVICES / CONTENT WILL MEET YOUR REQUIREMENT, OR WILL BE UNINTERRUPTED, TIMELY, SECURE, ACCURATE, COMPLETE, VIRUS-FREE OR ERROR-FREE, OR ANY WARRANTIES ARISING OUT OF COURSE OF DEALING OR USAGE OF TRADE. TCS FURTHER DISCLAIM ANY AND ALL LIABILITY RELATED TO YOUR ACCESS OR USE OF THE SITE AND/OR THE SERVICES OR ANY RELATED CONTENT. YOU ACKNOWLEDGE AND AGREE THAT ANY ACCESS TO OR USE OF THE SITE AND/OR THE SERVICES OR SUCH CONTENT IS AT YOUR OWN RISK.
IN NO EVENT, TCS AND/OR ITS AFFILIATES, LICENSORS, SUPPLIERS OR SERVICE PROVIDERS AND THEIR RESPECTIVE EMPLOYEES, OFFICERS, DIRECTORS AND AGENTS (“RELATED PARTIES”) SHALL BE LIABLE TO YOU OR ANY OTHER PARTY FOR ANY DIRECT, INDIRECT, SPECIAL, PUNITIVE, INCIDENTAL, CONSEQUENTIAL OR ANY DAMAGES WHATSOEVER FOR ANY USE OF THE SITE AND/OR THE SERVICES, THE INFORMATION, OR ON ANY OTHER HYPERLINKED WEB SITE, INCLUDING, WITHOUT LIMITATION, DAMAGES FOR ANY LOST USE, DATA OR PROFITS, BUSINESS INTERRUPTION, LOSS OF PROGRAMS OR OTHER DATA OR OTHERWISE, ARISING OUT OF OR IN ANY WAY CONNECTED WITH THE USE OR PERFORMANCE OF THIS SITE/SERVICES, WITH THE DELAY OR INABILITY TO USE THIS SITE/SERVICES OR RELATED SERVICES, THE PROVISION OF OR FAILURE TO PROVIDE SERVICES, OR FOR ANY INFORMATION, PRODUCTS, SERVICES AND MATERIAL OBTAINED THROUGH THIS SITE, OR OTHERWISE ARISING OUT OF THE USE OF THIS SITE/SERVICES, WHETHER BASED ON CONTRACT, TORT, NEGLIGENCE, STRICT LIABILITY OR OTHERWISE, EVEN IF TCS OR ITS RELATED PARTIES IS/ARE EXPRESSLY ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
You agree to indemnify, defend, and hold harmless TCS and its Related Parties from any and all claims, liabilities, expenses, and damages, including reasonable attorneys' fees and costs, made by any third party related to: (a) Your use of the Site or your use or attempted use of the Services in violation of these Terms; (b) Your violation of any law; (c) Your violation of your obligations or representations and warranties; and (d) Your violation of rights of any third party including without limitation any claim of infringement or misappropriation of intellectual property or other proprietary rights.
Term and Termination
Denial Of Access And Termination Of Usage Rights
In case of non-compliance with the Terms of this Agreement or any rules and regulations for access or usage of the Site or the Services, TCS shall have the right to immediately terminate the Your access or usage rights and may remove any noncompliant information.
These Terms are effective until terminated by TCS or You. TCS, in its sole discretion, has the right to terminate these Terms and/or your access to the Site, or any part thereof, immediately at any time and with or without cause (including, without any limitation, for a breach of these Terms). TCS shall not be liable to You or any third party for suspension or termination of the Site, the Services, or any part thereof. If you object to any term or condition of these Terms, or any subsequent modifications thereto, or become dissatisfied with the Site and/or the Services in any way, your only recourse is to immediately discontinue use of the Site and the Services. These Terms stand automatically terminated in case the Site or a Service stops functioning permanently or TCS decides to bring down the Site or a Service for any reason whatsoever or TCS decides to discontinue rendering Services or TCS ceases to exist under the provisions of the Companies Act or due to operation of law TCS is not allowed to render any Services under the Agreement or for any other unforeseeable and/or unavoidable circumstances. Upon termination of these Terms, you shall cease all use of the Site. Termination of this Agreement will not affect or prejudice any rights of TCS, accruing up to and including, the date of termination, under those provisions of this Agreement which, by their nature, survive termination.
Governing Law and Jurisdiction
These Terms shall be governed by and interpreted in accordance with the laws of India.
All disputes or differences whatsoever arising out of or in relation to the construction, meaning and operation or effect of these Terms or breach thereof, shall be subject matter of arbitration under the Arbitration and Conciliation Act 1996 and any subsequent amendments related thereto, unless settled amicably between You and TCS, be referred to arbitration and such arbitration shall be conducted in accordance with the rules of arbitration of the Bombay Chamber of Commerce and Industry ("BCCI"), which rules, as modified from time to time, are deemed to be incorporated by reference into this clause (the “Arbitration Rules”) by an arbitration panel comprising of a sole arbitrator.
The arbitration panel as referred to above shall be appointed by the BCCI. The arbitration panel shall deliver the award in the arbitration proceedings within three (3) months from reference of any dispute to arbitration. The venue of arbitration shall be Mumbai, India and the award passed by the arbitration panel shall be final and binding upon You and TCS.
These terms and conditions form a legally binding agreement between You and TCS and are the entire agreement between You and TCS regarding access and use of the Site and the Services and supersede any prior or contemporaneous, conflicting or additional understandings or agreements or communications (written or oral). Failure to exercise or delay in exercising any right or remedy under these Terms or law by TCS will not constitute a waiver of rights or remedy nor shall it prevent exercising that right or remedy in whole or in part in future. If any provision of this Agreement is found by a proper authority to be unenforceable or invalid, such unenforceability or invalidity shall not affect the other provisions of this Agreement and the unenforceable or invalid provision shall be construed to be amended in order to avoid such unenforceability or invalidity while preserving as closely as possible the intent of the parties. This Agreement shall not be construed as a teaming agreement, joint venture, partnership or other business relationship. This Agreement may be assigned by TCS without restriction or notification to You.