Investigation Professionals End User Agreement
1.
AGREEMENT
This End User License Agreement
(Agreement) is entered into by and between the Company providing the
information retrieval Website (Investigative Professionals the Company), and the
Customer electronically accepting the terms hereof, (Customer "You" or "Your")
and is effective (the Effective Date) upon Customer's receipt of a username and
password enabling access to the web site.
2.
ACCESS TO THE WEBSITE
Investigative
Professionals (hereinafter, the "Company" hereby grant to Customer, a
nontransferable, nonexclusive license to access the Company web site (the "Web
Site"), during Customer's normal hours of operation, solely for the purpose of
performing research and related work in the regular course of Customer's
business. Customer understands and agrees that its access to and use of credit
reports and credit information (the "Credit Information") through the Web Site
is subject to restrictions imposed upon Customer by any number of the three main
consumer credit reporting agencies, Experian, Equifax and Trans Union (the
"Bureaus") and other data repositories ("Repositories"), as well as applicable
local, state and federal laws. Customer agrees to comply with all such Bureau
restrictions and such restrictions are incorporated herein by reference.
Customer further acknowledges and warrants that: (a) it has received copies of,
has read, understands and agrees to abide by the
Fair Credit Reporting Act (FCRA) as amended by the
Fair and Accurate Credit Transactions Act of 2003 (FACT Act), the
Americans with
Disabilities Act (ADA) and other applicable equal opportunity laws, the
Gramm-Leach-Bliley Act of 1999 (GLBA) and the
Driver Privacy Protection Act (DPPA), as well as the laws of the applicable
state issuing Motor Vehicle Records (MVRs); (b) it accepts responsibility for
processing and using the Credit Information in accordance with the
FCRA, the
ADA and
other applicable equal opportunity laws, the
GLBA and the
DPPA and with the requirements of the Bureaus and all other applicable
local, state and federal laws that regulate the use of the Credit Information;
(c) compliance and keeping up to date with such requirements and laws is the
responsibility of the Customer; and (d) it has a permissible purpose as defined
in the
FCRA and obtained a proper release and authorization from each applicant
prior to requesting Credit Information on that applicant. The Company hereto, as
well as the Bureaus (collectively "Suppliers") reserve the right at any time and
without prior notice to limit Customer's access to the Web Site in order
to perform repairs, make modifications, per industry or legal mandate or as a
result of circumstances beyond the reasonable control of the Parties and the
Suppliers.
3.
INQUIRIES REGARDING CREDIT INFORMATION.
All questions or comments concerning the availability or delivery of the
Background Information should be directed to Company at the address, phone and
numbers indicated on the Web Site. Questions or comments regarding the material
contained within the Credit Information itself should be directed to the Bureau,
Repository or other official custodian of the public records. Customer further
agrees to provide the relevant Bureau's or Repository's name, address and phone
number to any subject of the Credit Information who has questions or comments
about the Credit Information as well. In order to comply with the
FCRA, Customer understand that Customer and/or the Parties must maintain a
log on consumer Credit Information secured by consumers, with transaction
details, for a minimum of twenty-five months. During an inquiry, the subject of
the Credit Information has the right to learn the name of the Customer ordering
the Credit Information and has the right to see the Credit Information ordered
by the Customer.
4.
PASSWORDS. To permit authorized Customer
personnel to process Credit Information through the Web Site, Company shall
assign username and password to Customer. Customer is responsible and will be
billed for all use of the services used under the usernames assigned to it. If
Customer learns or suspects that unauthorized use of its account is taking
place, Customer shall notify Company immediately and Company will replace the
password.
5.
SOLE USE. The Information
accessed through the Web Site is for the sole and internal use of the Customer
and except as permitted by a separate writing signed by both parties, may not be
resold, sub-licensed or otherwise revised in any way or delivered to any third
party. Customer agrees that it will secure consumer credit and other information
on individuals solely for its use in credit, collection, underwriting or
employment transactions between itself and the individual to whom information
refers and/or for such other "permissible purposes" related to a business
transaction as are defined by the
FCRA and that it will neither request nor use any such information for any
other purpose.
6.
OTHER LEGAL REQUIREMENTS.
Customer agrees that it will obtain and retain on file appropriate release,
application and/or authorization forms from any credit applicant, job applicant
or other individual on whom such a report is sought; that it will disclose
information to each such individual as and when required by law; and that credit
report information and other information (if applicable) will be sought on such
individual; and that it will advise the individual when credit is denied,
terminated or changed or when an application is declined, based in whole or in
part on the Credit Information (advisees in such case to include name and
address of applicable Credit Bureau or Repository). Customer agrees that it will
retain the releases, applications and/or authorization forms described above for
twenty-five months and that it will make available such releases, applications
and/or authorization forms to the Parties upon request. Customer further agrees
to take all reasonable precautions to ensure that consumer credit and other
information on individuals will be held in strict confidence, disclosed only to
those of its employees whose duties reasonably relate to the legitimate business
purpose for which the information was requested and not disclosed to any other
person in whole or in part unless required by valid subpoena or court order.
7.
INDEMNIFICATION. Customer agrees to indemnify
and hold harmless Company, its Suppliers, their parents, affiliates and/or
subsidiaries and their officers, directors, employees and shareholders from any
and all damages, costs, expenses or penalties (including reasonable attorney's
fees) and any other liabilities imposed by local, state or federal laws or
regulations or claims by any third party which result from or arise out of any
breach by Customer of any warranty or agreement contained herein or any misuse
by Customer of any Credit Information accessed through the Web Site.
8.
PAYMENT The current prices for services are posted on the Web Site.
Customer agrees to pay for all transactions processed through the Web Site under
Customer's account number, either via a valid and approved credit card issued in
Customer's name or via Automated Clearing House (ACH) and Customer agrees to
provide all of the necessary information to effectuate prompt billing and
payment. Access privileges to the Web Site may be suspended without notice if
payment cannot be processed and/or is not received timely. Customer will assume
responsibility for and pay all applicable state, local, federal or other taxes
(exclusive of taxes based on the Parties' net income), which result from this
Agreement or the products and services provided hereunder. In the event that
payment cannot be processed, Customer will be invoiced, along with a $30.00
service charge and the invoice will be due upon receipt. Invoices not paid in
full by Customer within 15 days of the invoice date are subject to a late fee of
1.75% per month (or the maximum fee allowable by law, if this is less). Without
limiting any other remedies for non payment or late payment of invoices,
Customer shall be liable for any and all interest, late fees, costs of
collection, court costs and reasonable attorneys' fees relating to any action or
proceeding regarding invoices for services rendered pursuant to this Agreement
and remaining unpaid after the due date.
9.
TERMINATION.
Customer, Company or Host may terminate this Agreement at any time and for
any reason, upon thirty (30) days prior written notice. Customer agrees however,
to pay for all transactions processed through the Web Site prior to termination.
Customer further agrees that the Parties or the Suppliers may suspend or
terminate access to the Web Site without notice in the event that Customer is
suspected of violating the
FCRA or otherwise breaching any material term of this Agreement.
10.
DISCLAIMERS AND LIMITATION OF LIABILITY.
NEITHER THE PARTIES NOR THE SUPPLIERS MAKE ANY REPRESENTATIONS OR WARRANTIES
REGARDING THE PERFORMANCE OF THE WEB SITE OR THE DECISIONING, MODEL(, ADVICE,
ASSISTANCE OR MATERIALS SUPPLIED OR PROVIDED THERE UNDER. THE CREDIT INFORMATION
ACCESSED THROUGH THE WEB SITE IS SUPPLIED BY VARIOUS SUPPLIERS. THE CREDIT
INFORMATION IS PROVIDERS IS AND NEITHER THE PARTIES, NOR THE SUPPLIERS IN ANY
WAY WARRANT OR ASSUME ANY LIABILITY FOR THE ACCURACY AND/OR COMPLETENESS OF ANY
CREDIT INFORMATION ACCESSED THROUGH THE WEB SITE. CUSTOMER ACKNOWLEDGES THAT
NEITHER THE PARTIES NOR THE SUPPLIERS WARRANT OR GUARANTEE THE TIMELINESS,
CURRENCY, ACCURACY, ADEQUACY, COMPLETENESS, MERCHANTABILITY OR FITNESS FOR A
PARTICULAR PURPOSE OF THE WEB SITE, THE CREDIT INFORMATION OR ANY OTHER
INFORMATION, PRODUCTS OR SERVICES PROVIDED HEREUNDER AND THE PARTIES
SPECIFICALLY DISCLAIM ALL SUCH WARRANTIES.
CUSTOMER ACKNOWLEDGES THAT
EVERY BUSINESS DECISION INVOLVES THE ASSUMPTION OF A RISK AND THAT THE PARTIES
DO NOT AND WILL NOT UNDERWRITE THAT RISK IN ANY MANNER WHATSOEVER. In the event
the Parties are found liable for any cost or damage suffered by Customer,
liability is hereby limited to the fees paid by Customer for the particular
Credit Information in question. The remedies set forth in this paragraph and
termination of this Agreement are Customer's exclusive remedies for claims or
damages arising out of or relating in any way to this Agreement or the Credit
Information, products or services provided hereunder. IN NO EVENT SHALL THE
PARTIES OR ANY SUPPLIER BE LIABLE FOR ANY SPECIAL, INCIDENTAL, EXEMPLARY OR
CONSEQUENTIAL DAMAGES.
11.
OWNERSHIP OF LICENSE AND CONFIDENTIAL INFORMATION.
Nothing in this Agreement shall be construed to convey to Customer any
right, title or ownership interest in the Web Site or in the intellectual
property rights relating to the Web Site or the software or documentation
relating to such. All rights, title and interest in such, whether or not in the
nature of copyright, trade secret, trademark, service mark, trade name, patent
or otherwise, vest solely in the proper Parties.
Customer acknowledges
that the Company considers the Web Site and the software and documentation
relating to such to include confidential trade secrets, to include confidential
information and to be proprietary to the proper Parties. Customer agrees to hold
all technical information relating to such as it may learn in trust and
confidence, in the same manner that Customer holds its own confidential
information of like kind.
Each party to this Agreement agrees that all
proprietary information disclosed to it by the other parties, including without
limitation this Agreement and any usage statistics shall not be disclosed to any
outside party other than the applicable Supplier, and shall be used only for the
purpose of this Agreement. Each party to this Agreement agrees to treat all
proprietary information of the other parties in the same manner in which it
treats its own proprietary information, including prohibition of and sanction
against the use of such by any outside party for direct or indirect gain and
against any employee, agent or associate of a party to this Agreement so
revealing and/or using such information for direct or indirect gain.
12.
GENERAL PROVISIONS. This Agreement shall be
governed by and construed in accordance with the sole and exclusive law,
jurisdiction and venue of the State of New Jersey and may not be assigned in
whole or in part by Customer without the prior written consent of the Parties.
All notices required or permitted hereunder shall be in writing and shall be
sent via regular US mail return receipt requested, overnight carrier or hand
delivery. Performance by the Parties or the Suppliers may be subject to
interruption and delay due to causes beyond their reasonable control such as
acts of God, government, weather, fire, power or telecommunications failure,
inability to obtain supplies, breakdown of equipment or interruption in Bureau
services or communications, for which no liability shall be incurred. If any
provision of this Agreement is held to be illegal, invalid or unenforceable
under the applicable laws of any jurisdiction to which this Agreement is
subject, all other provisions shall survive. Each party shall have, in addition
to any other relief at law or in equity, the right to injunctive relief to
redress any breach of this Agreement by the other party. Customer may not hire
any employee of (or contractor/consultant to) the Parties engaged in fulfilling
the terms of this Agreement without the prior written consent of the proper
Parties. This Agreement shall be binding upon and inure to the benefit of the
successors and permitted assigns of the Parties and Customer.
By
electronic signature hereto, Customer agrees, acknowledges and consents that the
Credit Information will be for its exclusive use in its credit, insurance, or
other business decisions and that all consumer credit reports and allied
information will be held in strict confidence. Further, use of such information
for unfair or deceptive practices is strictly prohibited and information on
current or prospective employees will only be secured by designated authorized
representatives of Customer. Additionally, Customer hereby expressly nominates
and appoints Host and its Suppliers as its Agent for the sole and limited
purpose of obtaining access to credit bureau products and information and hereby
gives its express permission to the consumer credit reporting agencies to
provide Host and its Suppliers with any and all related information. Customer
employees are forbidden from obtaining Credit Information about themselves,
associates or any other employee, except in the performance of their official
duties. Finally, Credit Information will not be disclosed to the subject of the
information except in the case of adverse action; and in addition such subject(s)
will be referred, upon need or legitimate inquiry, to the Credit Bureau office
identified on the consumer credit information.
Customer further agrees,
acknowledges and consents that it is not in business as a credit repair office,
a skip tracer or private investigator, a member of the news media or journalist,
or a detective agency. Customer agrees to on-site inspection at its premises
prior to commencement of service hereunder, to include inquiry into and/or
review of Customer's procedures and processes in acquiring information, security
practices and other measures in place to ensure Customer compliance with the
terms hereof. Further, Customer agrees to periodic audit of similar nature by
the Parties for reassurance thereafter.
13.
ACKNOWLEDGMENT AND ACCEPTANCE.
Customer agrees, acknowledges and consents that it has thoroughly read,
understood and agreed with this Agreement and the terms contained herein as
written on behalf of his / her organization or business and certifies and
represents that he / she is authorized to accept on behalf of the Customer.
Customer further agrees, acknowledges and consents that it has independently
evaluated and weighed the risks and benefits of participating in this Agreement
and Customer has agreed to all the terms of this Agreement without reliance on
any representation, guarantee or statement existing outside of this Agreement.
The terms set forth in this Agreement constitute the entire understanding and
agreement between the Parties and Customer with regard to the subject matter
contained herein and any previous or additional or different terms or
conditions, verbal or set forth in any other document shall be of no effect.
This Agreement may be modified or waived only in writing, signed by all parties.
Customer agrees, acknowledges and consents that its electronic signature
constitutes acceptance of this Agreement, which may be transmitted
electronically and constitutes a valid mark and will be binding on Customer,
with the same force and effect as a signed original. Customer must type its name
and press the "Accept" button to indicate acceptance of this Agreement. Shortly
after receipt, Company will send an email to Customer, confirming acceptance and
providing instructions about obtaining a username and password and further
describing how to begin accessing the Web Site.
Information subject to
change without notice.
Consumer reports must be used for permissible purposes only.
Unauthorized access is a crime and may result in federal prosecution. Customers
are required to retain supporting documentation for each transaction.
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