1. AGREEMENT. This End User License Agreement (the “Agreement”) is entered into by and between “Host” (hereinafter defined) and the company (the “Company”) providing secure access to the credit information retrieval web site (the “Web Site”) and the customer accessing the Web Site, (“Customer,” “You” or “Your”) and is effective (the “Effective Date”) as of the date of Customer’s electronic acceptance of the terms and conditions herein and submission thereof.
2. ACCESS TO THE WEBSITE. Company and Host (hereinafter, the “Parties” or a “Party”), with Host being a “consumer reporting agency” and a “reseller of consumer reporting services” as such terms are currently defined in the “FCRA,” (defined below) and Company being an approved Sales Agent of Host, hereby grant to Customer, a nontransferable, nonexclusive license to securely access the Company Web Site, hosted by MicroBilt Corporation, (“Host”) a Delaware corporation with its principal place of business at 1640 Airport Road, Suite 115, Kennesaw, GA 30144, 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 consumer credit and other information (“Credit Information”) from one or more of the national consumer credit reporting agencies, Trans Union, Experian, Equifax (“Credit Bureaus”) and/or other consumer or business data (“Data”) and/or industry information (“Industry Information” and together with Credit Information and Data, “Information”) from various Data and Information providers (together with the Credit Bureaus, “Repositories” and each a “Repository”) through the Web Site is subject to requirements imposed upon Customer by the Repositories, as well as applicable local, state and federal laws. Customer agrees to comply with all such Repository requirements, which are incorporated herein by reference. Customer further acknowledges and warrants that: (a) as necessary it shall sign an appropriate agreement to obtain its own credit Repository subcodes (“Subcodes”) directly from such credit Repository and access such through the Web Site; (b) it has received copies of, has read, understands and as applicable, agrees to abide by and accept responsibility for accessing, processing, using and storing the Information in accordance with the Fair Credit Reporting Act, 15 U.S.C. §1681 et. seq., (“FCRA”) as amended by the Fair and Accurate Credit Transactions Act of 2003 (“FACTA”) and thereafter from time to time, the Americans with Disabilities Act (“ADA”) and other applicable equal opportunity laws, the Gramm-Leach-Bliley Act of 1999 (“GLBA”), the Driver Privacy Protection Act (“DPPA”), the laws of the applicable state issuing Motor Vehicle Records (“MVR”), the Equal Credit Opportunity Act (“ECOA”), the Truth In Lending Act (“TILA”) and all other applicable local, state and federal laws regarding Information, as well as the permissions and limitations of the Parties and the Repositories, when Information subject to such acts and laws is requested, accessed, used and/or stored; (c) compliance and keeping up to date with such requirements and laws is the responsibility of the Customer; (d) in order to receive consumer Information through the Web Site, it shall have and continue to have, a “permissible purpose” as defined under the FCRA or “permitted use” under the GLBA and the Parties must otherwise be permitted to provide access to such Information by the Repositories and under the FCRA and other applicable laws; (e) it shall establish and enforce all necessary procedures to prevent unauthorized access to the Web Site and the Information; and (f) Information will not be altered from the form in which it is received. The Parties hereto, as well as the Repositories, 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 or enhancements, or per industry, contractual or legal mandate or as a result of circumstances beyond their reasonable control. Further, Customer acknowledges, consents and agrees that neither the Parties nor the Repositories guaranty the continuation and shall not be held liable to Customer for the discontinuation of any one or more specific products or services provided hereunder as amended from time to time as set forth herein and that such shall not be a valid “Claim” (defined below), cause for breach or termination of this Agreement.
3. USE. Customer agrees that it shall: be identified as the end user (“End User”) of each consumer credit report or other Information prior to requesting such; certify each specific “permissible purpose” as defined in the FCRA or “permitted use” under the GLBA for which the consumer credit or other Information is requested and certify that such will be used for no other purpose or use, (promptly tendering this “permissible purpose” or “permitted use” in such form, manner and timeframe as requested by the Parties, Credit Bureaus or Repositories); secure consumer credit and other Information on individuals through the Web Site solely for its own internal one-time use in accordance with the permissions and restrictions promulgated by the Parties, Credit Bureaus or Repositories, which may differ from one another, which may include credit, employment, insurance underwriting, collection, government licensing or written consumer consent or initiated transactions between itself and the consumer to whom Information refers and/or for such other “permissible purpose” related to a business transaction as is defined by the FCRA and/or as permitted and restricted by the Parties, Credit Bureaus or Repositories; assume responsibility for the final verification of the applicant's identity; notify the Parties immediately if Customer’s for the Information becomes different than originally claimed, for which a signed written addendum to this Agreement is required, provided that the new use consists of a “permissible purpose” as defined in the FCRA or “permitted use” under the GLBA; and agree as the End User, that it will not resell, distribute, sublicense, compile or revise Information obtained from the Parties, through the Web Site or otherwise.
4. OTHER LEGAL REQUIREMENTS. Customer agrees that it will: as applicable, obtain in advance and retain on file appropriate application, release, consent and/or authorization forms (“Forms”) from any credit applicant, job applicant or other individual on whom Information in the relevant Repository accessed through the Web Site is sought; disclose to each such individual(s) as and when required by law that consumer credit and/or other Information (including investigative credit report Information, if applicable) will be sought on such individual(s); both advise applicants and follow procedures itself, regarding Repository mandates on inquires or complaints; retain all Forms, along with a copy of the consumer credit Information, for a minimum of five (5) years in all cases where credit is extended or an application approved and in any case where credit or an application is declined (promptly tendering such in the form, manner and timeframe as requested by the Parties, Credit Bureaus or Repositories); be aware per the FCRA, those who knowingly and willfully obtain Information on a consumer from a consumer reporting agency under false pretenses shall be fined under Title 18 or imprisoned not more than two (2) years or both; be aware that some states (CA, CO, MN, VT, WA, etc.) have stricter consumer, ADA and DMV based statutes, compliance with which is the responsibility of Customer; be aware that access to certain Information is subject to restrictions of the Repositories, such that Customer shall not export such Information, related documentation or technical data, or any product incorporating such, outside of the fifty (50) states of the United States of America and its territories; be aware that some commercial Repository Data may contain consumer credit information, but that such shall nevertheless solely be used in connection with a present or prospective commercial (i.e., not for personal, family or household purposes) credit or financial transaction involving the business inquired upon or the individual on whom such Information is sought and only if such individual is the proprietor of an unincorporated business, is a general partner in a partnership, is a guarantor of the business’ obligation and has provided a copy of a written guaranty, or has given written instruction for the provision of such Information, and not used as a factor in establishing an individual’s eligibility for credit, insurance for personal, family or household purposes, or employment; recognize that Information is obtained and managed by fallible sources and that for the “Fee” (as defined below) charged, the Parties cannot guarantee or insure the accuracy, completeness, timeliness, depth or continuation of Information provided; acknowledge that the Parties’ employees are not allowed to render any opinions regarding Information contained in a consumer report and that hiring decisions or any other actions or decisions must be based on Customer’s own policies and procedures; and take all reasonable precautions to ensure that consumer credit and other Information on individuals (including scores) will be disclosed internally only to those of its employees whose duties reasonably relate to the legitimate business purpose for which the Information was requested.
5. CONTRIBUTION. Customer shall at no cost on a monthly or sooner basis, contribute current and updated consumer history, payment, credit, fraud and other transaction experience data on established and new accounts (“Contribution Data”) either to Company (who in turn shall provide such to Host) or directly to Host in the form, format and manner prescribed by Host in accordance with Host’s then current data contribution policy, security procedures and data contribution specifications (as amended by Host from time to time upon reasonable prior written mail, fax, email or Website posting notice). Contribution Data shall be as complete and accurate as possible in accordance with then current industry standards and Customer and Company shall adhere to all applicable local, state and federal laws regarding same. Host shall have no obligation or responsibility to return Contribution Data or the media containing same or act upon any instructions from Customer or Company regarding the Contribution Data not expressly set forth hereunder or required by applicable law. At Host’s prior written request and within a reasonable amount of time, Customer and/or Company shall promptly verify the accuracy of the Contribution Data provided. Customer and Company each shall adhere to the “Notice to Users of Consumer Reports: Obligations of Users Under the FCRA” and the “Notice to Furnishers of Information: Obligations of Furnishers Under the FCRA” received hereunder as required by the FCRA, which can be viewed and printed at the Website. Customer and Company further acknowledge that the manner in which they collect, generate and report Contribution Data, other than the mutually agreeable format for reporting Contribution Data to Host, is solely within their discretion. Customer and Company warrant that they have the full legal right, permission and authority to provide Contribution Data under the terms of their agreement and that neither the processes for collecting, generating and reporting Contribution Data, nor Host’s receipt and use of Contribution Data, will infringe any patent, copyright or trademark right of any third party. Where applicable, Contribution Data shall be reported as “paid collection” transactions when they are paid, which information shall not be deleted prior to submission, unless required by law. At their option and expense, Contribution Data may be incorporated into the consumer reporting systems of Host and/or its subsidiaries (but not Company). Once Contribution Data is incorporated into a credit reporting system, such will become such party’s exclusive property. Nothing in the preceding sentence, however, will affect Customer’s or Company’s own ownership rights in their customer account information from which the Contribution Data was derived. Contribution Data is intended to be added to Host’s and its subsidiaries’ computer databases (but not Company) for inclusion in consumer reports, accessible pursuant to the FCRA by both authorized subscribers and the consumers which are the subject of such Contribution Data, and therefore it is and shall be expressly understood by Customer and Company that Contribution Data is not intended to be kept confidential in such regard. Once Contribution Data is submitted and incorporated into a credit reporting system, such may be used and disclosed for any purpose consistent with applicable federal, state and local laws, rules and regulations, including but not limited to those purposes set forth in the FCRA and in Section 502(e) of the GLBA and Reg. P promulgated pursuant thereto (16 CFR 313.15); provided, however, that best efforts will be employed not to release a list of consumers’ names and addresses that specifically identifies individuals as a particular party’s customers, or identify a particular party’s customers on any third party’s list, or release a list consisting primarily of a particular party’s customers. Nevertheless, mailing lists, customer lists, marketing lists or lists classified as to credit performance, locality or economic indicators using the information contained within a party’s computer database, including without limitation, the Contribution Data submitted hereunder, may be provided or furnished to any authorized party which is under contract for such party’s credit furnishing or reporting services, list extract, editing or other services; provided, however, that in no event shall any selection criteria used specifically seek a list of a particular party’s current or previous customers and further provided that the FCRA and GLBA and the implementing regulations issued thereunder shall be fully complied with.
6. SECURITY, COMPLIANCE, CREDENTIALING AND AUDIT. Customer agrees, acknowledges and consents that: all devices used to obtain Information and all electronic and hard copy Information and applications with transaction detail, which shall be maintained and kept confidential for a minimum of five (5) years, shall be kept in a secure location within its facility, so that unauthorized persons cannot access them; all such devices and locations shall be password protected and locked after normal business hours; Customer may not screen scrape or robotic harvest, any Credit Information or Data received through the Web Site; in no event shall Customer sell, resell or distribute any Credit Information or Data (or any information therein) to any third party for any purpose; Customer will hold its ID, Password and Subcodes in strict confidence, and will report to the Parties immediately any loss, theft, disclosure or unauthorized use of same; until the Parties are so notified and acknowledge de-activation of Customer’s ID, Password and/or Subcodes, Customer shall be liable for any and all Fees and for any and all effects and/or consequences of any misuse.
Customer agrees, acknowledges and consents that: it shall not be permitted access, if it is a business considered restricted by a Repository, Host, legal policies or applicable law, as amended from time to time (including, but not limited to, a business that sells Information direct to consumers, a credit repair, process server, dance studio, spiritual, tattoo, health or book club, adult, dating or massage business); use of Information for unfair or deceptive practices is strictly prohibited; Information on current or prospective employees will only be secured by designated authorized representative(s) of Customer; Customer employees are forbidden to obtain any Information on themselves, associates or any others save in the performance of their official duties; Information to be used for valuation purposes will be used only to perform a guideline valuation and will not be construed as a replacement for a complete, comprehensive valuation conducted by a qualified professional; and as applicable in accordance with Credit Bureau policies, Customer hereby expressly nominates and appoints Host as its “Agent” for the sole and limited purpose of obtaining access to Credit Bureau Information over the Internet on its behalf, allowing the Credit Bureaus to relinquish and provide Host with any and all related information to facilitate same.
As necessary, in accordance with FCRA, FACTA, GLBA, DPPA, MVR, ECOA, TILA and other local, state and federal laws, as well as Credit Bureau, Repository and the Parties’ policies, prior to Customer’s access to consumer Credit Information or other Data and on an annual basis and when changing business premises or ownership and as new products and services are offered or accessed from time to time and new laws, Credit Bureau, Repository and the Parties’ policies are established or amended, Customer agrees to undergo and pay for compliance certification, credentialing, employee FCRA training and testing, an on-site inspection at its business premises (“Site Inspection”), criminal, consumer credit and other background checks on Customer’s business and its principal (owner or officer), performed by ComplyTraq, LLC, to determine and review Customer’s credit, history, procedures, processes and need for accessing, using and storing Information, security practices and other protective measures in place, so as to ensure Customer’s initial compliance, as well as periodically for reassurance thereafter. Further, the Parties may, at any time after reasonable prior written notice to Customer via mail, fax, email or Website posting, add to, delete or modify any Credit Bureau, Repository or Parties’ contractual or legal compliance / security procedure, which shall be incorporated herein by reference and promptly and fully adhered to by Customer within a reasonable time after notification, to avoid suspension of one or more products or services provided and/or termination of this Agreement.
The Parties may track, review, compile, store and use any Contribution Data and submitted inquiry or other data and continuing for one (1) year after termination of this Agreement, after reasonable prior written notice to Customer via mail, fax, email or Website posting and at mutually convenient times during normal business hours, audit Customer’s compliance with the terms of this Agreement and all applicable legal requirements and laws, including, but not limited to, the FCRA and the GLBA, per a Party, Credit Bureau, Repository, legal, government or court ordered rule, mandate, inquiry or request, via database queries, on-site visits, statistical, financial and/or document reviews and/or requests, which shall promptly and fully be responded to by Customer at its expense within a reasonable time after notification, to avoid the suspension of access to one or more products or services hereunder and/or termination of this Agreement.
7. INQUIRIES REGARDING INFORMATION. All questions or comments concerning the availability or delivery of the Information should be directed to Company at the address, phone and fax numbers indicated on the Web Site. Customer will provide consumers with answers to comments or disputes about the Information or other material contained within their own report when credit is denied, terminated or changed or when an application is declined, based in whole or in part on the consumer credit Information secured from the Repositories availed through the Web Site, resulting in “adverse action” as defined in the FCRA, with Host’s name, address and toll free phone number (and not that of Customer, Company, the Repositories or any other party), except as otherwise required by applicable local, state or federal law. Information will not be disclosed to the subject of the Information, except that upon need or legitimate inquiry as a result of “adverse action,” the subject of the Information has the right to learn the name of the Credit Bureau, Repository or other official custodian of the public record, which in some cases, may be Host, as well as the name of Customer who ordered the Information and has the right to see the Information ordered by Customer.
8. PASSWORDS. To permit authorized Customer personnel to process Information through the Web Site, Customer shall be assigned unique username(s) and password(s). Customer is responsible and will be billed for all 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 the username and password will be replaced.
9. INDEMNIFICATION. Customer agrees to indemnify and hold harmless Company, Host, the Repositories, 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 by action or omission of any warranty or term contained herein or any misuse by Customer of any Information accessed through the Web Site.
10. PAYMENT. The then current services, products and prices (“Fees”) are posted on the Web Site. The Parties may, upon reasonable prior written mail, fax, email or Website posting notice, add, remove, increase or decrease any Fee then in effect to reflect a change in any: cost to the Parties by a Repository or other vendor; local, state or federal cost or surcharge; or new or enhanced services, tools or compliance cost. 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 upon receipt of the invoice 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 remaining unpaid after the due date.
11. TERM. This Agreement shall commence as of the Effective Date and shall remain in effect for a minimum initial period of one (1) year (the “Initial Term”) after which it shall automatically and continuously renew for additional minimum one (1) year periods, (the “Renewal Term(s)” and with the Initial Term, each a “Term”) until terminated by either party on sixty (60) days written notice to the other, prior to the end of the then existing Term, or upon termination as set forth below. Obligations for the payment of Fees for services rendered or otherwise owed for the length of the Term of this Agreement and for the continuation of confidentiality and maintenance of Information and records related thereto, however, shall survive any termination.
12. TERMINATION. Either party may terminate this Agreement, should the other party breach any material term or condition herein, provided that the non-breaching party has given written notice of the breach to the breaching party and afforded the breaching party a thirty (30) day opportunity to cure. In whole or in part, the Parties may cease or suspend provision of one or more products or services hereunder and/or terminate this Agreement at any time, with or without notice and with no liability to Customer, if: (a) the Parties reasonably determine that the provision of services hereunder violates any credit reporting or other law; or (b) the Parties are required to do so by any Repository; or (c) the Parties or a Repository eliminates, suspends, modifies or restricts a product or service; or (d) Customer violates or upon reasonable belief is suspected of violating a consumer protection regulation, Repository guideline or agreement, the FCRA or any applicable local, state or federal law; or (e) Customer exhibits rude, untruthful, illegal or immoral actions or omissions or there is a general breakdown in the relationship between the Parties; or (f) Customer fails to timely pay all undisputed amounts due for services rendered or otherwise owed hereunder, for which the Parties may immediately suspend services; or (g) Customer fails to resolve payment delinquencies within thirty (30) days of written notice, for which the Parties may terminate this Agreement; or (h) Customer’s payments have been delinquent on two (2) or more occasions during the Term of this Agreement, whether or not notified or timely resolved, for which the Parties may immediately terminate this Agreement. All Fees for services rendered during or otherwise owed for the length of the Term of this Agreement shall be immediately due and payable upon termination of this Agreement for any reason.
13. DISCLAIMER OF WARRANTIES AND LIMITATION OF LIABILITY. NEITHER THE PARTIES NOR THE REPOSITORIES MAKE ANY REPRESENTATIONS OR WARRANTIES, EXPRESS OR IMPLIED, REGARDING THE PERFORMANCE OF THE WEB SITE OR THE DATA, REPORTS, INFORMATION, SERVICES, DECISIONING, MODEL(S), ASSISTANCE OR MATERIALS SUPPLIED OR PROVIDED HEREUNDER OR THEREUNDER. THE INFORMATION ACCESSED THROUGH THE WEB SITE IS FURNISHED BY VARIOUS REPOSITORIES “AS IS” AND NEITHER THE PARTIES, NOR THE REPOSITORIES IN ANY WAY WARRANT, GUARANTEE OR ASSUME ANY LIABILITY FOR A “CLAIM” FOR BREACH REGARDING THE ACCURACY, ADEQUACY, VALIDITY, COMPLETENESS, TIMELINESS, CONTINUATION, MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE OF THE WEB SITE, INFORMATION, PRODUCTS OR SERVICES ACCESSED OR PROVIDED THROUGH THE WEB SITE OR OTHERWISE AND ALL SUCH WARRANTIES ARE SPECIFICALLY DISCLAIMED.
CUSTOMER ACKNOWLEDGES THAT ENTERING INTO THIS AGREEMENT IS CUSTOMER’S OWN BUSINESS DECISION AND THAT EVERY BUSINESS DECISION INVOLVES THE ASSUMPTION OF A RISK AND THAT NEITHER THE PARTIES NOR THE REPOSITORIES DO OR WILL 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 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 Information, products or services provided hereunder. IN NO EVENT SHALL THE PARTIES OR THE REPOSITORIES BE LIABLE FOR ANY SPECIAL, INCIDENTAL, EXEMPLARY OR CONSEQUENTIAL DAMAGES.
14. CONFIDENTIALITY. Except with regard to Contribution Data and submitted inquiry or other data, the term, “Confidential Information” means all information furnished in any manner by one Party to the other under this Agreement and all information derived therefrom, including, but not limited to, the Website, this Agreement and any exhibits, products, services and pricing, source code, object code, software, business, employee, vendor, customer and consumer information. Confidential Information does not include information, which: (a) becomes generally available to the public other than as a result of a disclosure by the information receiver; (b) was available to the information receiver on a non-confidential basis prior to its disclosure by the information provider; (c) becomes available to the information receiver on a non-confidential basis from a source other than the information provider, provided that such source is not known by the information receiver, after due inquiry of such source, to be bound by any duty to the information provider or another entity, to keep such information confidential; or (d) is independently developed by the information receiver, without use of the information provider’s Confidential Information.
Nothing in this Agreement shall be construed to convey to Customer any right, title or ownership interest in any other party’s Confidential Information or in the intellectual property rights relating to same. 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 applicable party.
Each Party agrees that the Confidential Information disclosed to it by the other shall not be disclosed to any third party and shall be used only for the purpose of this Agreement. Each Party agrees to treat all Confidential Information of the other in the same manner in which it treats its own confidential and proprietary information, including prohibition of and sanction against the use of such by any third party for direct or indirect gain and against any employee, agent or associate of a Party so revealing and/or using such information for direct or indirect gain.
The Parties’, Credit Bureau and/or Repository products, services, names and marks and those of their vendors (“Marks”) identified under this Agreement and the related products, services, Fees or otherwise, are protected by applicable copyright laws, with all ownership rights retained by the applicable party and/or its vendor. Except as specifically authorized in this Agreement or with prior written consent of the applicable party, the direct or indirect reference, listing, marketing, press release, communication, publication, use, sale, duplication or distribution of any such Mark contrary to the terms and conditions herein, is strictly prohibited, for which violators may be prosecuted. Customer agrees not to infringe any copyright or other proprietary interest of the Parties, Credit Bureau and/or any Repository or their vendors. The Parties, Credit Bureaus and/or Repositories may at any time, after reasonable prior written notice to Customer via mail, fax, email or Website posting, restrict, remove, add to or modify any applicable Mark, which shall be promptly adhered to by Customer to avoid suspension of one or more products or services hereunder and/or termination of this Agreement.
Information and Marks accessed through the Web Site shall be held in strict confidence and except as otherwise set forth herein, are never to be reproduced, disclosed, revealed or made accessible in whole or in part to any unauthorized third party unless required by applicable law, valid subpoena or court order. Customer agrees to hold the Parties, Credit Bureaus and Repositories and their respective officers, employees, agents and vendors harmless from any expense, damage or liability, including any special, incidental, exemplary or consequential damages of any nature arising from the publishing or disclosure of any Confidential Information, Information or Mark by Customer contrary to the conditions herein, whether such is disclosed by design or in error.
15. 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. Except as set forth otherwise herein, all notices required or permitted hereunder shall be in writing and shall be sent via registered or certified US mail return receipt requested, overnight carrier or hand delivery to the other party. Performance by the Parties or the Repositories 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 Host or Credit 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. This Agreement is intended for the benefit of, is binding upon and may be enforced solely by Customer and the Parties, their successors and permitted assigns and except as expressly provided herein otherwise regarding Host and the Repositories, no third party shall have any rights herein. 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.
16. ACKNOWLEDGMENT AND ACCEPTANCE. The Parties and Customer agree, acknowledge and consent that the terms and conditions on all pages of this Agreement have been thoroughly read, understood and agreed to as written on behalf of his / her business and represents that he / she is authorized to accept such on behalf of the party so indicated. 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. This Agreement, Fees and exhibits attached hereto, if any, incorporated herein by reference, constitute the entire understanding and agreement between the Parties and Customer with regard to the subject matter contained herein and therein and any previous, contemporaneous, additional or different terms or conditions, verbal or set forth in any other writing shall be of no effect. Except as otherwise set forth herein, this Agreement may be modified or waived only in writing, signed by all parties. By the Parties’ and Customer’s electronic submission hereof, which shall constitute legal, valid and binding marks, with the same force and effect as a physically signed original, the Parties and Customer agree, acknowledge and consent to the terms of this Agreement and Fees and to the electronic delivery and acceptance thereof and all exhibits, documents, notices, updates, addenda and amendments related thereto, as well as any other documents to be delivered by the Parties during the Term of this Agreement. The Parties and Customer acknowledge that this Agreement may exist in multiple counterparts, each of which shall be deemed an original and all of which together shall constitute one and the same instrument. Customer understands that it will need a valid e-mail address and access to the Internet, as well as the appropriate software and/or programs, including, but not limited to, Adobe Acrobat, in order to access this Agreement and Fees electronically. Customer also understands that it may update its information, obtain a full description of systems requirements, revoke this consent, or request one or more paper documents at any time by contacting Company in writing. Shortly after Customer’s electronic acceptance of this Agreement, Company will send an email to Customer, confirming acceptance and providing instructions about obtaining a username and password and further describing how to access and use the Web Site and products and services therein.
Information subject to change without notice.
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