End User
Agreement
1. AGREEMENT. This End User License Agreement (“Agreement”) is entered
into by and between the Company providing access to the credit information
retrieval web site (Information Resources the “Company”), MB as “Host,” 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. Company and Host (hereinafter, the “Parties”)
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 credit 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 Parties hereto, as well as Host’s service providers and
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 Credit 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(s) and
password(s) 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 Credit 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,
Host, 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 attorneys’ 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(S), ADVICE, ASSISTANCE OR
MATERIALS SUPPLIED OR PROVIDED THEREUNDER. THE CREDIT INFORMATION ACCESSED
THROUGH THE WEB SITE IS SUPPLIED BY VARIOUS SUPPLIERS. THE CREDIT
INFORMATION IS PROVIDED “AS 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 INFORMATON. 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 Parties consider 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 representative(s) 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 “I 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.
Return to Top