Regulatory Notices
Terms and Conditions
DOMUS SEMO SANCUS LTD
Updated: 3 July 2016
Effective Date: 10 July 2016
These Terms and Conditions (together with the Registration Form, collectively this (“Agreement”) is entered into by and between Domus Semo Sancus Ltd, a Turks & Caicos Islands limited liability company, with mailing address at 23 Parade Avenue, P.O. Box 257, Town Centre Building, Providenciales, Turks and Caicos Islands, TKCA 1ZZ (“Company”) and the entity identified in the Registration Form being submitted to the Company in connection with entry into this Agreement as the “Customer” (such entity, the “Customer”).
By clicking the “Search Now” or “Search” buttons or by submitting Data to be searched via API to the Platform, the end-user doing so hereby represents and warrants that he/she is authorized by the Customer to bind the Customer to this Agreement. Please read this Agreement carefully and only click on the “Search Now” or “Search” buttons if you agree that the CUSTOMER shall be bound by all of the Terms and Conditions contain herein.
DEFINITIONS
“API” means the Platform’s application programming interface through which the Data to be searched can be submitted to the Platform directly via a software application which is configured in accordance with the API Documentation.
“API Documentation” means documentation (including any sample code) made available by the Company relating to integration with and use of the API.
“End-User” means an individual who submits Data to be searched to the Platform in connection with a background check to be performed by the Customer, whether through an App or otherwise.
“Background Check” means the production of a Report.
“Data to be searched” means the data submitted to the via web interface or API to the Platform in order for the Platform to conduct a Background Check on a Data Subject.
“Effective Date” means the date that a Customer receives his/her/its login credentials to the Platform.
“End-User” means the Customer’s individual personnel that use the Platform.
“Data Protection Act 1998” or “DPA1998” means the Government of the United Kingdom Data Protection Act 1998. (See for details: http://www.legislation.gov.uk/ukpga/1998/29/contents?view=plain)
“Term Period” shall mean the time period beginning when the End-User clicks the “Search Now” or “Search” buttons or by submitting Data to be searched via API to the Platform, to perform a Background Check, and ending when the Report and any (and all) derivatives and/or copies thereof have been totally discarded and cease to exist.
“Intellectual Property Rights” means all forms of proprietary rights, titles, interests, and ownership relating to patents, copyrights, trademarks, trade dresses, trade secrets, know-how, mask works, droit moral (moral rights), and all similar rights of every type that may exist now or in the future in any jurisdiction, including without limitation all applications and registrations therefore and rights to apply for any of the foregoing.
“Law” means laws, rules and regulations of any kind, whether federal or local.
“Platform” means the background checking platform hosted and made available by the Company as a software-as-a-service called “SafetyNet”. References to “Platform” herein shall include the web interface (found at http://www.safetynetkyc.com/ and all its subdomains) and/or the API, and shall (to the extent applicable) be deemed to refer to the version of the Platform that is made available for use by the Company and that which is referenced with a customer’s login credentials to the Platform.
“Platform Pricing Plan” means the Platform pricing plan selected by the Customer on the Registration Form or during the Registration process.
“Registration Form” means the online form being submitted in connection with entry into this Agreement which identifies the Customer and the Platform Pricing Plan selected by the Customer.
“Report” means a background report of a Data Subject provided to the Customer through the Platform.
“Permitted Purpose” means professional, informational, non-commercial purposes and not in any event for the provision of any Services to any third parties.
“Trademarks” mean any trademarks that the Company may create during the term of this Agreement.
“Person of interest”, “Entity of Interest”, and “Data Subject” all mean the Subject of the background check.
“Applicant Data” includes the Data to be searched along with any/all notes, comments, selections made, and options chosen by an End-User within the Platform, whether via web interface or API.
PLATFORM
Use of Platform. Subject to all terms and conditions of this Agreement, the Customer shall have the right to access and use the Platform solely:(i) for the Customer’s own use for permissible purposes under applicable law of conducting Background Checks of a Data Subject; (ii) in the manner enabled by the Company and in accordance with all applicable Company documentation; and (iii) in accordance with all applicable laws, rules and regulations, and any reasonable rules or guidelines that the Company may provide. The Company reserves the right to modify and update the features and functionality of the Platform from time to time in its sole discretion. The Customer is solely responsible for purchasing and configuring all hardware, software and services that may be necessary or desirable for the Customer’s use of the Platform. The Customer agrees to comply with all applicable laws, rules and regulations in connection with the Customer’s use of the Platform, including without limitation laws relating to non-discrimination in employment, wage and hour laws and all other employment and labor laws. The Customer is permitted to request Reports for background checking purposes via the Company’s Platform. In addition to all other obligations, the Customer agrees to abide by such additional conditions that may be imposed to utilize the Platform, provide all required certifications electronically, to maintain complete and accurate files containing all required consent, authorization and disclosure forms with regard to each Data Subject for whom a report has been requested, and maintain strict security procedures and controls to assure that its personnel are not able to use the Customer’s Platform access to obtain reports for improper, illegal, or unauthorized purposes. The Customer agrees to allow the Company to audit its records at any time, upon reasonable notice given. Breaches of this Agreement and/or violations of applicable law discovered by the Company may result in immediate suspension and/or termination of the Customer’s access to the Platform, legal action, and/or referral to the applicable regulatory agencies.
Customer hereby certifies that all of its Background Checks conducted via the Platform shall be made, and the resulting Reports shall be used, in accordance with the requirements set out in the Data Protection Act 1998, or if the Data Subject in the Report is a United States citizen, for permissible purposes only in accordance with the United States Fair Credit Reporting Act, 15 U.S.C. § 1681 et seq.
API Documentation. Subject to all terms and conditions of this Agreement, the Customer shall have the right to internally reproduce and use the API Documentation for purposes of integrating one or more Apps with the API in order to facilitate the Customer’s authorized use of the Platform hereunder. The Customer acknowledges that use of the API shall be subject to such limitations as are applicable to the Platform Pricing Plan and that the Company may change such limitations from time to time upon reasonable prior written notice, provided that such changes are applied generally to other similarly situated Platform customers. The Customer represents and warrants to the Company that it has all right, title, and interest in and to the Apps in connection with which it uses the API that is necessary for such use.
Restrictions. The Customer acknowledges that use of the Platform is provided only for Customer’s own internal use, and agrees not to use the Platform for the benefit of any third party. Customer agrees not to, not to attempt to, nor allow any third party to: (i) copy, distribute, rent, lease, lend, sublicense or transfer the Platform, make the Platform available to any third party or use the Platform on a service bureau or time sharing basis, (ii) decompile, reverse engineer, or disassemble the Platform or otherwise attempt to reconstruct or discover any source code, underlying ideas, algorithms, file formats or programming interfaces of the Platform, (iii) create derivative works based on the Platform; (iv) modify, remove, or obscure any copyright, trademark, patent or other notices or legends that appear on the Platform or during the use and operation thereof; (v) publicly disseminate performance information or analysis (including benchmarks) relating to the Platform; or (vi) use the Platform to develop a competitive product offering. The Customer may not use any automated means, including agents, robots, scripts, or spiders, to access or manage the Platform, except solely to the extent as may be specifically enabled and authorized by the Company through the API and API Documentation.
Customer’s Certification of Legal Compliance.
A. CUSTOMER CERTIFICATIONS
The Customer certifies to the Company that the Reports it receives will not be used in violation of the Data Protection Act 1998, or if the Data Subject in the Report is a United States citizen, that the Reports will not be used in violation of any applicable federal, state or local laws, including, but not limited to the Fair Credit Reporting Act and Title VII of the Civil Rights Act of 1964. The Customer accepts full responsibility for complying with all such laws and for using the Reports it receives from the Company in a legally acceptable fashion. To that end, the Customer agrees to comply with and provide all statutorily required notices in the Data Protection Act 1998 when using the Reports, or if the Data Subject in the Report is a United States citizen, to do the same with regards to the Fair Credit Reporting Act or other state laws. The Customer further accepts full responsibility for any and all consequences of use and/or dissemination of information produced via the Platform by the Customer. The Customer further agrees that each Report will be kept for no longer than the maximum time allowed for such Reports under the Data Protection Act 1998, or if the Data Subject in the Report is a United States citizen, to do the same with regards to the Fair Credit Reporting Act or other state laws; with the only exception(s) being requirements by a legal Court within the jurisdiction of the Customer to retain such Reports for a longer period. The Customer agrees to have reasonable procedures for the fair and equitable use of any and all information gathered via the Platform, and to secure the confidentiality of all private information on a Data Subject. The Customer agrees to take all precautionary measures to protect the security, integrity, and dissemination of all Reports produced via the Platform during the Term Period, including, for example, restricting access to the Platform, utilizing passwords to restrict access to the Platform, and securing access to, dissemination, and destruction of all versions the Reports. The Customer agrees to abide by Addendum A attached hereto, which is incorporated into and is part of this Agreement.
If the Customer is located in the United Sates and within the State of California, or if the Data Subject is a United Sates resident or worker living within the State of California, the Customer will do the following:
(i) Request and use the Reports solely for permissible purpose(s) identified under the United States, State of California Civil Code Sections 1785.11 and 1786.12.
(ii) When, at any time, the Reports are sought for employment purposes other than suspicion of wrongdoing or misconduct by the Data Subject who is the subject of the investigation, provide a clear and conspicuous disclosure in writing to the Data Subject, which solely discloses: (1) that an investigative Reports may be obtained; (2) the permissible purpose of the investigative Reports; (3) that information on the Data Subject’s character, general reputation, personal characteristics and mode of living may be disclosed; and (4) the name, address, telephone number, and website of the Customer conducting the investigation; and (5) the nature and scope of the investigation requested, including a summary of the provisions of California Civil Code Section 1786.22.
(iii) When, at any time, Reports are sought for employment purposes other than suspicion of wrongdoing or misconduct by the Data Subject who is the subject of the investigation, only generate a Report via the Platform if the Data Subject has authorized in writing the procurement of the Report.
(iv) Provide the Data Subject a means by which he/she may indicate on a written form, by means of a box to check, that the Data Subject wishes to receive a copy of any Reports that are produced via the Platform.
(v) If the Data Subject wishes to receive a copy of the Reports, the Customer shall send (or contract with another entity to send) a copy of the Reports to the Data Subject within three business days of the date that the Report is produced by the Customer using the Platform. The copy of the Report provided to the Data Subject shall be accompanied with the name, address, and telephone number of the person at the Customer who generated the Report and details on how to contact him/her.
(vi) Under all applicable circumstances, comply with the United States, State of California Civil Code Sections 1785.20 and 1786.40 if the taking of adverse action is a consideration, which shall include, but may not be limited to, advising the Data Subject against whom an adverse action has been taken that the adverse action was based in whole or in part upon information contained in the Report, informing the Data Subject in writing of the Customer’s name, address, and telephone number, and provide the Data Subject of a written notice of his/her rights under the ICRA and the CCRAA.
(vii) Comply with all other requirements under applicable United States, State of California law, including, but, not limited to any statutes, regulations and rules governing the production, procurement, use and/or disclosure of any Reports, including, but not limited to, the ICRA and CCRAA.
B. WHEN REPORTS ARE USED FOR EMPLOYMENT PURPOSES
If the Reports obtained from the Platform are to be used for an employment purposes, the Customer certifies that in every case prior to obtaining or generating a Report via the Platform, to notify the Data Subject in writing that a Report is being obtained on the said Data Subject for employment purposes.
If the Data Subject is denied employment, or other adverse employment action is taken based in whole or in part on the Report provided by the Platform, the Customer will provide to the Data Subject: (1) a copy of the Report, and (2) a description, in writing, of the rights of the Data Subject as outlined in the Data Protection Act 1998, or if the Data Subject in the Report is a United States citizen, as outlined in the Fair Credit Reporting Act and any applicable local laws. After the appropriate waiting period, the Customer will issue to the Data Subject notice of the adverse action taken, including the statutorily required notices as outlined in the Data Protection Act 1998, or if the Data Subject in the Report is a United States citizen, those identified in Section 615 of the Fair Credit Reporting Act.
C. INTERNET SEARCHES
The Customer understands that the Platform searches the internet in real-time, across multiple jurisdictions, and due to differences in national laws, languages, and the manner in which records are maintained and reported in different jurisdictions, the Company cannot be either an insurer or a guarantor of the accuracy of the information in the Reports generated via the Platform. In addition, the Company cannot be held responsible for any records that may exist that are not included in a Report produced by the Platform. The Customer therefore releases the Company and its affiliated companies, officers, agents, employees, and independent contractors from any liability whatsoever in connection with erroneous information received in a Report or any missing information from a Report.
Suspension/Termination. Without limiting the generality of Section 6.2, the Company may suspend, limit or terminate a Customer’s access to or use of the Platform and/or terminate this Agreement at any time if: (i) the Customer does not timely pay all Fees due hereunder; (ii) in the sole discretion of the Company, such action is necessary to prevent material errors or harm to any system or network, or to limit the Company’s liability; or (iii) the Customer attempts to access or use the Platform in an unauthorized manner, including without limitation any attempt to gain access to data or information relating to other customers of the Platform, or any use that violates any Law.
Accounts. The Customer is responsible for the activities of any and all persons accessing the Platform using any user name and password issued to the Customer. The Customer shall use all reasonable means to secure user names and passwords to the Platform, and shall promptly notify the Company if it suspects that any user name and password to the Platform has been compromised.
Support. Provided that the Customer timely pays all Fees due hereunder, the Company shall provide during the Term reasonable technical support to the Customer regarding the use of the Platform during the Company’s normal business hours via e-mail sent to support@safetynetkyc.com. While the Company shall use commercially reasonable efforts to ensure the ongoing availability of the Platform, the Company makes no representation, warranty or guarantee regarding the continuous availability or performance of the Platform. Customer acknowledges that the Platform may be unavailable for use from time to time without notice to the Customer.
APPLICANT DATA
The Customer acknowledges and agrees that the Company has no obligation to monitor or edit the Applicant Data that is inputted into the Platform via web interface or API by the Customer, and that as between the parties the Customer is solely responsible for the completeness and accuracy thereof. The Company shall (itself and through its third party service providers) use the Applicant Data, hereunder for purposes of conducting Background Checks and producing Reports for the Customer. The Customer acknowledges that: (i) the Platform uses the Internet for data transfer and Internet-connected servers to store the Applicant Data; (ii) while the Company uses commercially reasonable security measures with respect to such servers, no security measures are 100% effective, and (iii) that Internet communications have inherent insecurities. As such, the Company cannot make any representation or warranty that the security of the Applicant Data will not be compromised.
Usage Data. As between the parties, the Company shall own all right, title and interest in and to all data collected by the Company in connection with the operation of the Platform and the Customer’s use thereof (“Usage Data”). Usage Data may include, by way of example and not limitation, when and how often Customers use the Platform and which Platform features are used the most often. Usage Data does not include Applicant Data. Company will not disclose Usage Data to any third party in a manner that identifies Customer or any Customer without Customer’s consent other than (i) disclosure to the Company’s third party service providers who use it for the benefit of the Company and subject to reasonable confidentiality terms; or (ii) as may be required by law or legal process.
ECONOMIC TERMS
Fees. The Customer shall pay the Company the Fees for the Customer’s use of the Platform and procurement of Reports in accordance with the Platform Pricing Plan.
Payment Terms. The Company shall invoice the Customer for Fees at the beginning of each new period of the Platform Pricing Plan, with each invoice covering the prescribed Fees for the upcoming period. The Customer agrees to pay each invoice within five (5) days of the invoice date. All payments will be made in U.S. dollars. Any amounts due to Company under this Agreement not received by the date due will be subject to a late fee of 1.5% per month, or the maximum charge permitted by law, whichever is less. Customer shall pay the amounts due under each invoice without deducting any taxes that may be applicable to such payments. Customer is responsible for paying any and all withholding, sales, value added or other taxes, duties or charges applicable to this Agreement, other than taxes based on the Company’s income.
OWNERSHIP
As between the parties, the Company owns all right, title and interest (including all Intellectual Property Rights) in and to the Platform (including without limitation all underlying source code, algorithms and models) and any software, technology, materials and information owned by Company prior to the Effective Date or created, authored, developed, made, conceived or reduced to practice by the Company after the Effective Date. Nothing herein shall be construed to transfer any rights, title or ownership of the Platform or any Company software, technology, materials, information or Intellectual Property Rights to the Customer. The Customer is not required to provide any ideas, feedback or suggestions regarding any of the Company’s products or services (” Feedback”) to Company. To the extent the Customer does provide any Feedback to the Company, the Customer agrees to assign and hereby does assign all rights, titles and interest in and to such Feedback to the Company, and acknowledges that the Company may freely use, reproduce, modify, distribute, make, have made, sell, offer for sale, import and otherwise exploit in any manner such Feedback without payment of any royalties or other compensation to the Customer.
TERMINATION
Term. This Agreement shall be effective as of the Effective Date, and with regards to: 1) Reports produced via the Platform shall continue in full force and effect for the Term Period, and 2) the Platform Pricing Plan shall continue in full force and effect for the Initial Term. At the end of the Initial Term of the Platform Pricing Plan, this Agreement shall automatically renew for an additional period unless either party gives the other party written notice of non-renewal at least fifteen (15) days prior to the renewal date (such renewal periods and the Initial Term, collectively the “Term”). The Fees due hereunder shall automatically adjust for each renewal period in accordance with the Company’s then-standard price list for the Platform at the time of the renewal.
Termination. (a) Either party may terminate this Agreement effective immediately if the other party is in material breach of any obligation, representation or warranty hereunder and fails to cure such material breach (if capable of cure) within thirty (30) days (or ten (10) days in the event of breach of payment obligations) after receiving written notice of the breach from the non-breaching party. (b) Either party may terminate this Agreement immediately upon written notice at any time if: (i) the other party files a petition for bankruptcy or is adjudicated as bankrupt; (ii) a petition in bankruptcy is filed against the other party and such petition is not removed or resolved within sixty (60) calendar days; (iii) the other party makes an assignment for the benefit of its creditors or an arrangement for its creditors pursuant to bankruptcy law; (iv) the other party discontinues its business; (v) a receiver is appointed over all or substantially all of the other party’s assets or business; or (vi) the other party is dissolved or liquidated.
Effect of Termination. All rights and obligations of the parties hereunder shall terminate upon expiration or termination of this Agreement, provided that Sections 1, 2.2, 2.4, 2.5, 2.6, 3, 4 (with respect to accrued but unpaid amounts hereunder), 5, 6.3, 7, 8, 9, 10 and 11 shall survive expiration or termination of this Agreement.
REPRESENTATIONS AND WARRANTIES
Mutual. Each party represents and warrants to the other party that: (i) it has the full power and authority to enter into this Agreement; and (ii) this Agreement constitutes a legal, valid and binding obligation when executed and delivered.
Disclaimer. The Customer understands that the Company obtains the information reported in its Reports from various third party sources and internet-at-large “AS IS”, and therefore is providing the information to the Customer “AS IS”. The Company makes no representation or warranty whatsoever, express or implied, including but not limited to, implied warranties of merchantability or fitness for particular purpose, or implied warranties arising from the course of dealing or a course of performance with respect to the accuracy, validity, or completeness of any Reports, and that the Reports will meet the Customer’s needs, or will be provided on an uninterrupted basis; the Company expressly disclaims any and all such representations and warranties. EXCEPT AS EXPRESSLY SET FORTH IN THIS AGREEMENT, THE COMPANY MAKES NO WARRANTIES, EXPRESS OR IMPLIED, WITH RESPECT TO THE SUBJECT MATTER OF THIS AGREEMENT, AND THE COMPANY EXPRESSLY DISCLAIMS THE IMPLIED WARRANTIES OF MERCHANTABILITY, NONINFRINGEMENT, FITNESS FOR A PARTICULAR PURPOSE AND IMPLIED WARRANTIES ARISING FROM COURSE OF DEALING OR PERFORMANCE. The Company and ITS SUPPLIERS, LICENSORS, PARTNERS AND SERVICE PROVIDERS DO NOT WARRANT THAT THE FUNCTIONALITY PROVIDED BY THE PLATFORM WILL BE CORRECT, UNINTERRUPTED OR ERROR-FREE OR THAT DEFECTS WILL BE CORRECTED. The Company DOES NOT WARRANT THE RESULTS OF USE OF THE PLATFORM.
INDEMNIFICATION
The Customer agrees to, at its own expense, defend, indemnify and hold harmless the Company and its directors, officers and employees from and against any liabilities, damages, losses, judgments, costs, expenses (including reasonable attorneys’ fees), claims, actions, demands and suits arising out of or relating to any actual or alleged: (i) breach by the Customer of any covenant, representation or warranty of this Agreement; or (ii) violation of any Law.
CONFIDENTIALITY
Each party shall keep confidential all information and materials provided or made available by the other party that is marked as confidential or proprietary or (for orally disclosed information) is identified as confidential or proprietary at the time of disclosure and confirmed in writing (including e-mail) as such within fifteen (15) days of the disclosure (“Confidential Information”). The features, functionality and content of the Platform, the API Documentation, and any other Platform documentation, and any information regarding planned modifications or updates to the Platform or other Company products and services constitutes Confidential Information of Company. Each party shall keep and instruct its employees and agents to keep Confidential Information confidential by using at least the same care and discretion as used with that party’s own confidential information, but in no case less than a prudent and reasonable standard of care. Neither party shall disclose Confidential Information to any third party except as expressly authorized by the disclosing party. Neither party shall use Confidential Information other than for purposes of performing its obligations hereunder or as expressly authorized by the disclosing party. Information or materials shall not constitute Confidential Information if it is: (i) in the public domain through no fault of the receiving party, (ii) known to the receiving party prior to the time of disclosure by the disclosing party, (iii) lawfully and rightfully disclosed to the receiving party by a third party on a non-confidential basis, (iv) developed by the receiving party without reference to Confidential Information or (v) required to be disclosed by law or legal process, provided that the receiving party promptly provide notice to the disclosing party of such request or requirement so the disclosing party may seek appropriate protective orders. If any party, its employees or agents breaches or threatens to breach the obligations of this Section 9, the affected party may seek injunctive relief from a court of competent jurisdiction, in addition to its other remedies, as the inadequacy of monetary damages and irreparable harm are acknowledged.
LIMITATION OF LIABILITY
THE COMPANY SHALL NOT BE LIABLE TO THE CUSTOMER IN CONNECTION WITH THIS AGREEMENT, AND THE CUSTOMER HEREBY RELEASES THE COMPANY FROM ANY LIABILITY FOR ANY PUNITIVE, INCIDENTAL, INDIRECT, SPECIAL, RELIANCE OR CONSEQUENTIAL DAMAGES, INCLUDING LOST BUSINESS, REVENUE, INCOME OR PROFITS, WHETHER BASED ON BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE), OR OTHERWISE, AND WHETHER ARISING IN CONTRACT, EQUITY, TORT OR OTHERWISE AND WHETHER OR NOT THE COMPANY WAS ADVISED OF THE POSSIBILITY OF SUCH LOSS OR DAMAGES. IN NO EVENT WILL THE COMPANY’S AGGREGATE LIABILITY AND DAMAGES IN CONNECTION WITH THIS AGREEMENT EXCEED THE AMOUNTS ACTUALLY PAID BY THE CUSTOMER TO THE COMPANY DURING THE SIX (6) MONTH PERIOD PRECEDING THE DATE OF THE CLAIM. RECOVERY OF THIS AMOUNT IS THE CUSTOMER’S SOLE AND EXCLUSIVE REMEDY HEREUNDER THE PARTIES AGREE THAT THE LIMITATIONS AND DISCLAIMERS OF LIABILITY SET FORTH IN THIS SECTION 10 WILL APPLY EVEN IF ANY LIMITED REMEDY SPECIFIED IN THIS AGREEMENT IS FOUND TO HAVE FAILED OF ITS ESSENTIAL PURPOSE AND REGARDLESS OF THE THEORY OF LIABILITY. THE PARTIES AGREE THAT THE LIMITATIONS AND DISCLAIMERS OF LIABILITY UNDER THIS SECTION 10 CONSTITUTE A FUNDAMENTAL BASIS OF THEIR BARGAIN.
MISCELLANEOUS
Relationship of the Parties. The parties are independent contractors with respect to each other. This Agreement does not constitute and shall not be construed as constituting a partnership or joint venture among the parties hereto, or an employee-employer relationship. Neither party shall represent to third parties that it is the employer, employee, principal, agent, joint venturer or partner with, or representative of the other party and no party shall have any right to obligate or bind any other party in any manner whatsoever.
Third Party Beneficiaries. Nothing herein shall give, or is intended to give, any rights of any kind to any third parties.
Assignment. The Customer may not assign any of its rights or obligations under this Agreement without the prior written consent of the Company. Any merger (by operation of law or otherwise), consolidation, reorganization, change in control or sale of all or substantially all of the assets of the Customer or similar transaction shall be deemed to constitute an attempted assignment of this Agreement. The Company may freely assign this Agreement. Subject to the foregoing, this Agreement inures to the benefit of and shall be binding on the parties’ permitted assignees, transferees, and successors.
Force Majeure. The Company will not be responsible for any failure or delay in its performance under this Agreement due to causes beyond its reasonable control, including, but not limited to, labor disputes, strikes, lockouts, internet or telecommunications failures, shortages of or inability to obtain labor, energy, or supplies, war, terrorism, riot, acts of God, or governmental action, acts by hackers or other malicious third parties and problems with the Internet generally, and such performance shall be excused to the extent that it is prevented or delayed by reason of any of the foregoing.
Notices. All notices under the terms of this Agreement shall be given in writing and sent by registered or certified mail, with postage prepaid and return receipt requested, to (with respect to Company) the Company’s address noted in the preamble of this Agreement and (with respect to Customer) to the Customer’s address set forth in the Registration Form. Notices shall be sent to the attention of the “Legal Department” of each party. All notices shall be presumed to have been given ten (10) business days following deposit in the mail as set forth in the foregoing.
Amendments. An amendment of this Agreement shall be binding upon the parties so long as it is in writing and executed by both parties or is presented by the Company electronically through the Platform and accepted in “click-to-agree” form by the Customer. No regular practice or method of dealing between the parties shall modify, interpret, supplement or alter in any manner the express terms of this Agreement.
Construction. Section headings are for reference purposes only, and should not be used in the interpretation hereof.
Severability; Wavier; Counterparts. If any provision, or portion thereof, of this Agreement is determined by a court of competent jurisdiction to be invalid, illegal or unenforceable, such determination will not impair or affect the validity, legality, or enforceability of the remaining provisions of this Agreement, and each provision, or portion thereof, is hereby declared to be separate, severable, and distinct. A waiver of any provision of this Agreement will only be valid if provided in writing and will only be applicable to the specific incident and occurrence so waived. The failure by either party to insist upon the strict performance of this Agreement, or to exercise any term hereof, will not act as a waiver of any right, promise or term, which will continue in full force and effect.
Governing Law; Jurisdiction. This Agreement shall be governed by, and construed in accordance with, the laws of the Turks & Caicos Islands, without reference to conflicts of laws principles. The parties agree that the courts in the Turks & Caicos Islands will have exclusive jurisdiction and venue under this Agreement, and the parties hereby agree to submit to such jurisdiction exclusively.
Entire Agreement. This Agreement, inclusive of the Registration Form, constitutes the complete, final, and exclusive agreement between the parties with respect to the subject matter hereof, and supersedes any and all prior or contemporaneous oral or written representations, understandings, agreements or communications between them concerning the subject matter hereof. Neither party is relying upon any warranties, representations, assurances, or inducements not expressly set forth herein.
ADDENDUM A
Access Security Requirements
The parties acknowledge they must work together to protect the privacy of Data Subjects. The following measures are designed to reduce unauthorized access to the Platform. In accessing the Platform, the Customer agrees to the following:
1. The Customer and all of its personnel will take reasonable procedures to protect its account number(s) and password(s) to the Platform, so that only key personnel employed by the company know this sensitive information, including not posting this information anywhere in the facility. The Customer agrees to change its account password(s) immediately if a person who knows the password(s) leave the Customer or no longer needs to have access to the Platform due to a change in duties.
2. The Customer agrees that it will not discuss its account number(s) or password(s) by telephone with any unknown caller, even if the caller claims to be an employee of the Company.
3. The Customer will restrict access to the Platform to only those personnel who require the same to perform their duties.
4. The Customer agrees to protect all devices used to access the Platform in a manner that restricts unauthorized person(s) from accessing the Platform.
5. The Customer agrees it will turn off and lock all access to the Platform when such access is no longer required.
6. The Customer will secure hard copies and electronic files of Reports within its facility so that unauthorized persons cannot easily access them.
7. Customer agrees to shred and/or destroy all hard copy consumer reports when they are no longer needed and erase and overwrite or scramble electronic files containing consumer information when no longer needed and when applicable regulation(s) permit destruction.