Investigation Professionals End User Agreement
This End User License Agreement (Agreement¯) is entered into by and between
Investigative Professionals (hereinafter, the Company), which provides the
information retrieval Website, and the Customer (hereinafter, "Customer,¯ You,¯
or Your¯). Customer electronically accepts the terms of the Agreement, which is
effective (Effective Date), upon Customer's receipt of a Username and
Password, enabling Customer to access to the Website.
2. ACCESS TO THE WEBSITE
Investigative Professionals hereby grants to Customer a nontransferable,
nonexclusive license to access the Company Website (the Website¯), 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 it's access to information through the Website is
subject to restrictions imposed upon Customer by data repositories, as well as
applicable local, state and federal laws. Customer agrees to comply with
all such restrictions and such restrictions are incorporated herein by
reference. Customer further acknowledges and warrants that: 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
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); compliance and keeping up to
date with such requirements and laws is the responsibility of the Customer; and
it has a permissible purpose as defined in the
FCRA and obtained a proper
release and authorization from each applicant prior to requesting information on
that applicant. The Company hereto, as well as the 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
3. INQUIRIES REGARDING 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 Website.
To permit authorized Customer personnel to process 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 and Passwords assigned to it. If Customer learns or suspects that
unauthorized use of its account is taking place, Customer shall immediately
notify Company and Company will reassign a new Password and User name.
5. SOLE USE.
The Information accessed through
the Website 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 information on individuals solely for its
use in collection, underwriting, tenant or employment transactions between
itself and the individual to whom information refers and/or for such other
"permissible purposes"¯ related to a transaction as are defined by the
FCRA and that it will neither request nor use any such information for any
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
information (if applicable) will be sought on such individual; and that it will
advise the individual terminated or when an application is declined, based in
whole or in part on the Report Information. 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 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.
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 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 Information accessed through the Web Site.
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.
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 WEBSITE OR THE DECISIONING, MODEL (ADVICE,
ASSISTANCE OR MATERIALS SUPPLIED OR PROVIDED THERE UNDER.) THE INFORMATION
ACCESSED THROUGH THE WEBSITE IS SUPPLIED BY VARIOUS SUPPLIERS. THE INFORMATION
IS PROVIDED "AS IS"¯ AND NEITHER THE PARTIES NOR THE SUPPLIERS WARRANT, IN ANY
WAY, NOR ASSUME ANY LIABILITY FOR THE ACCURACY AND/OR COMPLETENESS OF ANY
INFORMATION ACCESSED THROUGH THE WEBSITE. 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
12. GENERAL PROVISIONS.
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 Information will be for its exclusive use in its business decisions and
that all 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.
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.
subject to change without notice.