1. Restrictions. Subscriber, understands, acknowledges and agrees that the License and its Use of the Service, including the Content or Data, are at all times subject to the following restrictions, and that any material breach by Subscriber of any one of the following restrictions or multiple breaches of any of the following restrictions that collectively result in a material breach, may result in the immediate termination of the Agreement and the License by Provider without any refund (in whole or in part) of any fees (including without limitation, as applicable, the Set Up Fee and Licensing Fee):
a. Rights. Provider and/or Information Providers (as applicable) retain all right, title and interest under applicable contractual, copyright, patent, trademark and all other similar laws in and to the Services, Content and Data. Subscriber acknowledges and agrees that it is merely receiving a license to use the Service, Content and Data hereby in accordance with the terms of these conditions. Subscriber shall use the Services, Content and Data consistent with Provider’s and/or Information Providers’ (as applicable) right, title and interest to such and shall notify Provider of any threatened or actual infringement thereof which may come to Subscriber’s attention. Subscriber shall notify Provider immediately of (i) any changes to the information on Subscriber’s application to Provider for services, including its Sentinel Service Application and/or (ii) any breach by Subscriber of any representation or warranty made by Subscriber to Provider in these terms. Subscriber shall at no time represent that it is the authorized agent or representative of Provider.
b. Use of Service (General). Subscriber shall not under any circumstances Use the Service, including, the Content and the Data, (i) Outside the Ordinary Course of Business (as defined below), (ii) in violation of any and all international, national, state/provincial or local /municipal laws, rules or regulations applicable to Subscriber, and/or (iii) for consumer health insurance underwriting.
i. Outside the Ordinary Course of Business. The term “Outside the Ordinary Course of Business” shall mean any purpose that is not within the ordinary course of Subscriber’s business, including, but not limited to: (a) commercial publishing of the Content or Data; (b) information selling, brokering or reselling of the Service, including the Content and Data; (c) political and personal purposes; (d) investigation, reporting or disclosure to or for any Media Venue (as defined below); (e) Use of the Service or export or re-export the Service, including the Content and Data or any portion thereof, in violation of any and all export control laws; (f) accessing or using the Service, including the Content and Data on public figures, including names in the news, media personalities, politicians, etc., unless used as part of a business transaction (directly or indirectly) with such person; or (g) Use by anyone within Subscriber’s organization whose duties do not reasonably relate to the legitimate business purposes for which the information derived from the Service, including the Content and Data, is requested.
ii. Media Venue. The term “Media Venue” shall mean any and all media sources, including, television, 24-hour news channels, radio, newspapers, journals, magazines, and internet blogs, forums, websites and videos.
c. Use of Service (Specific).
i. If any type of adverse action is to be taken by Subscriber against a person or entity (the “Subject”) based in whole or in part from the Data, then Subscriber is responsible for verifying the Data itself prior to Subscriber taking any adverse action against the Subject.
ii. Subscriber shall not alter or modify the Content or Data.
d. Transfer of Content. The Agreement grants Subscriber a non-exclusive limited license to Use the Content in exchange for the payment of the Licensing Fee and Subscriber shall not sell or re-sell, license or sublicense, produce or reproduce, transmit or retransmit, publish or republish, release, copy, or otherwise transfer (collectively, “Transfer”) any Content and/or other reports, information and materials that Subscriber receives or obtains pursuant to the License Outside the Ordinary Course of Business. Subscriber shall not provide access to or Transfer the Content to resellers, information brokers or to any Media Venue, or any other person or entity performing the same or substantially similar functions or roles as any of the foregoing. For clarification, Subscriber shall not Transfer any Content and/or other reports, information and materials that Subscriber receives or obtains pursuant to the License except as required by law or regulation, to respond to valid legal process, or otherwise to comply with Subscriber’s legal and/or regulatory compliance obligations.
e. Reverse Engineering. Subscriber shall not reverse engineer, disassemble, modify, adapt, translate, prepare derivative works based on, attempt to interfere with the operation of, decompile, or attempt to derive the source code from, any portion of the Services, Content or Data, or permit or cause any third party to do so on Subscriber’s behalf.
f. Viruses. Subscriber shall ensure that its computers, networks and systems and those of its employees who have access to the Service do not contain any “back door,” “time bomb,” “Trojan horse,” “worm,” “drop dead device,” “virus”, “preventative routines,” “disabling code,” “cookie” or other computer software routines or programming devices designed to (i) permit unauthorized persons to access the Service, Content and/or Data, (ii) intentionally disable, modify, destroy or damage the Service, Content and/or Data, and/or (iii) make the Service, Content and/or Data inaccessible or delayed.
g. As Is. SUBSCRIBER ACCEPTS ALL SERVICE, CONTENT AND DATA ON AN “AS IS” BASIS, WITH NO WARRANTY OR GUARANTEE AS TO THE TRUTH, ACCURACY OR COMPLETENESS OF THE SERVICE, CONTENT OR DATA.
h. Liability. UNDER NO CIRCUMSTANCES WILL PROVIDER AND/OR INFORMATION PROVIDERS BE LIABLE (DIRECTLY OR INDIRECTLY) TO SUBSCRIBER OR TO ANY THIRD PARTY, CLAIMING THROUGH, ARISING FROM OR AS THE RESULT OF A DECISION OF SUBSCRIBER, IN CONNECTION WITH THE USE OF THE SERVICE, INCLUDING, THE TRUTH, ACCURACY OR COMPLETENESS OF THE CONTENT OR DATA OR THE TIMING OF THE DELIVERY OF THE SERVICE.
i. Attribution. Subscriber shall not attribute any information provided from Use of the Service in any way but to the original source cited in such information provided by the Service.
a. Confidential Information. As used in these terms “Confidential Information” shall mean information relating to a party to the Agreement, its business or assets or that of any of its clients, customers, affiliates, subcontractors or other persons that is not generally known to the public, whether of a technical, business or other nature (including, without limitation, inventions, trade secrets, know-how, customer lists, business plans, promotional and marketing activities, and finances), that is or previously has been disclosed by one party (the “Disclosing Party”) to the other party (collectively with its employees, agents, partners, and directors, the “Receiving Party”) or that otherwise becomes available to the Receiving Party by reason of the provision of the Service; provided, that Confidential Information shall not include any information that: (i) is or becomes publicly available through publication, inspection of commercially available product, or otherwise without breach of this Section 2, unless further disclosure is otherwise prohibited by law (e.g., the GLBA, as defined in Section 3.d below); (ii) was known to the Receiving Party at the time of its receipt from the Disclosing Party, which knowledge can be demonstrated in writing by the Receiving Party; (iii) is received from a third party without an obligation of confidentiality to Disclosing Party; or (iv) can be demonstrated in writing to have been independently developed by the Receiving Party prior to the date hereof without the use or benefit of the Disclosing Party’s Confidential Information or intellectual property. Subscriber Confidential Information shall include any personal information of Subscriber’s current or potential customers, clients, vendors, contractors and employees.
b. Use of Confidential Information. Each of the parties agrees to exercise the same degree of care as the Receiving Party uses to protect its own Confidential Information of similar sensitivity, but in any event no less than a reasonable degree of care: (a) to hold Confidential Information of the Disclosing Party in confidence and to preserve and protect such Confidential Information until it is returned or destroyed in accordance with the terms of this Section 2; and (b) to use Confidential Information solely in connection with the agreement and the transactions contemplated hereby (including, without limitation, the provision and receipt of the Service) and not to use the Confidential Information for any other purpose whatsoever, whether for the benefit of Receiving Party or any other person.
c. Legally Compelled Disclosure. If the Receiving Party is requested to disclose Confidential Information of the Disclosing Party or the substance of the agreement in connection with a legal or administrative proceeding or otherwise to comply with a requirement under the law, the Receiving Party will give the Disclosing Party prompt notice of such request, unless prohibited by law, so that the Disclosing Party may seek an appropriate protective order or other remedy, or waive compliance with the relevant provisions of the Agreement. If the Disclosing Party seeks a protective order or other remedy, the Receiving Party, at the Disclosing Party’s expense, will cooperate with and assist the Disclosing Party reasonably in such efforts. If the Disclosing Party fails to obtain a protective order or waives compliance with the relevant provisions of the Agreement, the Receiving Party will disclose only that portion of the Confidential Information which its legal counsel determines it is required to disclose, and will use commercially reasonable efforts to obtain confidential treatment of the Confidential Information to be disclosed.
d. Receiving Party Personnel. The Receiving Party will restrict the access and knowledge of Confidential Information to its personnel who have a need to know for the purposes contemplated by the Agreement. The Receiving Party will ensure that its personnel are subject to confidentiality and non-use obligations and will be responsible for any unauthorized disclosure or use of Confidential Information by any such personnel.
e. Ownership and Return of Confidential Information. The Confidential Information of the Disclosing Party will remain the exclusive property of the Disclosing Party (or its licensors), and the Receiving Party will have no rights, by license or otherwise, to use the Confidential Information except for the purposes permitted hereunder and strictly in accordance with the terms of the Agreement. Except for any Confidential Information provided to Provider in connection with the provision of the Service and which is required by law or regulation to be retained by Provider for backup and/or record keeping purposes only, and for which Provider may retain a copy of such Confidential Information in compliance with such law or regulation, upon written request from the Disclosing Party, the Receiving Party will promptly return or destroy (in a manner that it cannot be read or reconstructed) all Confidential Information it has received from the Disclosing Party, together with all copies thereof and portions of any other materials or information prepared or developed by the Receiving Party that embodies or incorporates Confidential Information of the Disclosing Party. In the event that such Confidential Information is destroyed, the Receiving Party shall promptly deliver to the Disclosing Party a certificate signed by a proper officer of the Receiving Party attesting to such destruction.
f. Injunctive Relief. The Receiving Party understands that any violation of this Section 2 will cause the Disclosing Party immediate and irreparable harm which monetary damages cannot adequately remedy. Therefore, upon any actual or impending violation of this Section, the Disclosing party may seek the issuance by any court of competent jurisdiction of a restraining order or other injunction, without bond, restraining or enjoining such violation by the Receiving Party or any entity or person acting in concert with the Receiving Party. Such relief is additional to and does not limit the availability to the Disclosing Party of any other remedy. The prevailing party in any action to enforce this Section 2 or a party’s rights hereunder shall be entitled to its reasonable costs and attorneys’ fees associated with such action.
g. Notice of Security Breach. The Receiving Party shall promptly notify the Disclosing Party by telephone and in writing at the address set forth below in the signature blocks of the Agreement (or as otherwise notified in writing by a party to the other party) if the Receiving Party knows that Confidential Information within the Receiving Party’s control or possession has been stolen, destroyed, altered, lost, or accessed by unauthorized persons. If the security required by the Agreement has been breached, the Receiving Party will advise the Disclosing Party of the actions that the Receiving Party is taking to prevent any further breach.
h. E-mail Communications. Provider may communicate with Subscriber or other third parties via e-mail in connection with the Agreement. However, due to the fact that e-mails can be received, intercepted, read, disclosed to or otherwise used by an unintended third party, PROVIDER DOES NOT REPRESENT OR WARRANT THAT ALL E-MAIL COMMUNICATIONS SENT IN CONNECTION WITH, OR RELATING TO, THE AGREEMENT, WILL BE PROPERLY DELIVERED TO AND READ SOLELY BY THE INTENDED ADDRESSEE, AND SUBSCRIBER HEREBY ACKNOWLEDGES AND AGREES THAT PROVIDER SHALL NOT BE LIABLE UNDER THE AGREEMENT OR THE WEBSITE DOCUMENTS FOR ANY DISCLOSURE OF SUBSCRIBER’S INFORMATION, INCLUDING, WITHOUT LIMITATION, ANY OF SUBSCRIBER’S CONFIDENTIAL INFORMATION, IF SUCH DISCLOSURE IS MADE VIA E-MAIL.
3. Subscriber’s Representations & Warranties. Subscriber represents, warrants and agrees that:
a. Subscriber has sufficient confidentiality procedures in place to ensure that (i) the Content will be treated with complete confidentiality, and (ii) it can comply with the Agreement.
b. Subscriber is not a Media Venue, information broker, information reseller, or a person or entity performing the same or substantially similar functions or roles as any of the foregoing.
c. Subscriber shall comply with all laws applicable to the Use of the Service, including the Content and Data, and shall not Use the Service, including the Content and Data, in any way that violates any rights of any person, including, a person’s privacy rights or data protection rights.
d. Subscriber shall at all times comply with any and all of Subscriber’s obligations under (i) the Fair Credit Reporting Act, 15 USC §1681 et seq. (“FCRA”), (ii) Gramm-Leach-Bliley Act, 15 USC §6801 et seq. (“GLBA”), (iii) any amendment to the FCRA and/or GLBA, (iv) any regulation, rule or order interpreting or enforcing the FCRA and/or GLBA issued by a regulator or court of competent jurisdiction, and (v) the General Data Protection Regulation (Regulation (EU) 2016/679) of the European Union (the “GDPR”), if applicable, on and after May 25, 2018. Subscriber shall comply with Addendum A, FCRA Restrictions, attached hereto and incorporated herein by this reference, during the Term. Furthermore, if either Party discovers that an additional written agreement between the Parties or with a third party is necessary in order to comply with the GDPR, or any other laws, rules or regulations, and such Party notifies the other Party of this information, then Subscriber agrees that it shall immediately enter into such written agreement with Provider or such third party.
e. Subscriber shall not make the Content or Data available for Use (i) to establish or enhance another database or service where the Content or Data is accessible for reuse without the express permission of Provider, (ii) in connection with materials which might imply, through copy or layout, Provider’s endorsement of a person, organization or his/her/its products and services, or (iii) in connection with membership solicitations, investor solicitations or fundraising solicitations.
f. Subscriber has all rights and authorizations to access its customers’ or other persons’ information, that such information was not collected and will not be used for any “permissible purpose” as defined in the FCRA and that the provision by Subscriber of such information to Provider and its Information Providers complies with applicable laws, rules and regulations, including applicable data protection laws and regulations.
g. Subscriber will comply with each and all of the restrictions set forth in Section 1 of these terms.
i. Subscriber shall notify Provider upon becoming aware of Subscriber breaching any of the representations and warranties set forth in the Agreement.
j. Subscriber, at Provider’s written request, shall certify to Provider on an annual basis that its representations and warranties as set forth in this Section 3 of the Terms remain true and correct, and that as of the date of the certification, Subscriber is in full compliance with such representations and warranties.
k. Except as set forth in the Agreement, there are no warranties, express or implied, by Subscriber.
4. No Warranties. THERE ARE NO WARRANTIES, EXPRESS OR IMPLIED, BY PROVIDER AND THE INFORMATION PROVIDERS IN CONNECTION WITH THE SERVICE, CONTENT OR DATA, INCLUDING, BUT NOT LIMITED TO, WARRANTIES FOR MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT OF THIRD PARTY RIGHTS, OR THAT THE SERVICE, CONTENT OR DATA IS CORRECT, ERROR FREE, COMPLETE, AND/OR CURRENT AND UP TO DATE, OR THAT THE SERVICE, CONTENT OR DATA WILL BE SECURE, TIMELY DELIVERED, UNINTERUPTED, FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS, OR WILL SUFFICIENTLY OPERATE IN COMBINATION WITH ANY OTHER HARDWARE, SOFTWARE SYSTEM OR DATA. Subscriber further acknowledges and agrees that every business decision Subscriber makes involves the assumption of risk, including, without limitation, those involving the use of the Service, Content or Data, and that neither Provider nor Information Providers underwrite that risk in any manner whatsoever.
a. By Subscriber. Subscriber hereby agrees to indemnify, defend and hold harmless Provider and all Information Providers from and against any and all costs, claims, demands, damages, losses and liabilities (including attorneys’ fees and costs) (collectively “Claims”) brought by Subscriber or any third party, and arising from or in any way related to (i) Use of the Service, including the Content and Data, by Subscriber or its personnel Outside the Ordinary Course of Business, (ii) any violation of any applicable laws by Subscriber or its personnel in connection with the Agreement, any unauthorized access to or use or disclosure of any of Provider’s Confidential Information by Subscriber or any of its officers, directors, employees, agents, representatives, to the extent such Claims do not result from the willful misconduct or gross negligence of Provider or Information Providers.
b. By Provider. Provider hereby agrees to indemnify, defend and hold harmless Subscriber from and against any and all Claims arising from or in any way related to (i) any finding that the Service or Subscriber’s Use of the Service in accordance with the terms of the Agreement infringes, misappropriates or violates a third party’s intellectual property rights or violates any third party’s privacy or data protection rights, (ii) any violation of any applicable laws by Provider or its personnel in connection with the Agreement, or (iii) any unauthorized access to or use or disclosure of any of Subscriber’s Confidential Information by Provider or any of its officers, directors, employees, agents, representatives, to the extent such Claims do not result from the willful misconduct or gross negligence of Subscriber.
c. For any indemnifiable claim described in this Section 5: (i) the indemnifying party shall have the sole responsibility, at its expense, to defend and, at its sole discretion, to settle any such claim, provided that, if any settlement requires a non-monetary obligation of an indemnified party (other than ceasing use of the Service), then such settlement shall require the indemnified party’s prior written consent, which consent will not be unreasonably withheld; and (ii) each indemnified party shall provide the indemnifying party with prompt written notice of any such claim brought against it, together with copies of all related court documents involving such claim. An indemnified party’s failure to provide prompt notice to the indemnifying party of any such claim shall not relieve the indemnifying party from any liability under this Section 5 with respect to such claim, unless the indemnifying party is materially prejudiced by such failure, in which case the indemnifying party shall have no obligation under this Section 5 with respect to such claim. If any compromise or settlement is made with respect to such claim, the indemnifying party shall pay all amounts in settlement of such claim. The indemnified party shall provide the indemnifying party with such information and assistance for the defense of such claim as the indemnifying party reasonably requests.
6. Limitation of Liability.
a. Limitation on Consequential Damages. NOTWITHSTANDING ANYTHING TO THE CONTRARY CONTAINED IN THE AGREEMENT, OR THE WEBSITE DOCUMENTS, NEITHER PROVIDER NOR SUBSCRIBER SHALL BE RESPONSIBLE FOR SPECIAL, INDIRECT, INCIDENTAL, EXEMPLARY, PUNITIVE, CONSEQUENTIAL OR OTHER SIMILAR DAMAGES (INCLUDING, WITHOUT LIMITATION, LOST PROFITS) THAT THE OTHER PARTY MAY INCUR OR EXPERIENCE IN CONNECTION WITH THE AGREEMENT, HOWEVER CAUSED, AND UNDER WHATEVER THEORY OF LIABILITY, INCLUDING, WITHOUT LIMITATION, BREACH OF CONTRACT, BREACH OF WARRANTY, TORT (INCLUDING NEGLIGENCE), PRODUCT LIABILITY, NON-COMPLIANCE WITH APPLICABLE LAW OR OTHERWISE, WHETHER ARISING AT LAW OR IN EQUITY, EVEN IF THE PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
b. Liability Cap. NOTWITHSTANDING ANYTHING TO THE CONTRARY CONTAINED IN THE AGREEMENT AND EXCEPT FOR LIABILITY ARISING FROM ANY INFRINGEMENT OF INTELLECTIAL PROPERTY RIGHTS OR CONFIDENTIALITY BREACHES BY PROVIDER, BOTH PROVIDER AND SUBSCRIBER UNDERSTAND AND AGREE, THAT IN THE EVENT THAT PROVIDER IS HELD TO BE LIABLE TO SUBSCRIBER UNDER, OR IN CONNECTION WITH, THE AGREEMENT OR THE WEBSITE DOCUMENTS, OR FOR ANY OTHER REASON OR REASONS, THEN PROVIDER’S TOTAL AGGREGATE LIABILITY TO SUBSCRIBER FROM ALL CAUSES OF ACTION AND UNDER ALL THEORIES OF LIABILITY, INCLUDING, WITHOUT LIMITATION, BREACH OF CONTRACT, BREACH OF WARRANTY, TORT (INCLUDING NEGLIGENCE), PRODUCT LIABILITY, NON-COMPLIANCE WITH APPLICABLE LAW OR OTHERWISE, WILL BE LIMITED TO THE LESSER OF (I) FIFTY THOUSAND AND 00/100 US DOLLARS ($50,000.00), OR (II) THE TOTAL AMOUNT OF THE LICENSING FEE PAID BY SUBSCRIBER TO PROVIDER DURING THE TWELVE (12) MONTH PERIOD IMMEDIATELY PRECEDING THE DATE OF THE EVENT GIVING RISE TO SUCH LIABILITY.
7. Force Majeure. Neither party hereto shall be liable for loss or damage resulting from any delay or non-performance, or be held to be in breach, nor shall the other party be entitled to terminate the Agreement, due to any cause or causes beyond its reasonable control, including an act of the other party, malfunctioning or nonfunctioning of equipment, a delay in transportation, acts of God, fire, flood, earthquake, storm, war, sabotage, riot, civil commotion, or because of any law, rule, regulation, order or other action by any public authority, provided the delayed party: (i) gives the other party written notice of such cause promptly; and (ii) uses its reasonable commercial efforts to correct such failure or delay.
8. Assignment. The Agreement and the rights and obligations of each party hereto shall not be assigned without the prior written consent of the other party which consent shall not be unreasonably withheld. Consent shall not be required, however, in connection with an assignment to a subsidiary or affiliate of Provider, provided that, Provider shall guarantee the performance of and be liable for the transferee/affiliate’s obligations hereunder.
9. Governing Law/Venue. THE AGREEMENT SHALL BE CONSTRUED AND INTERPRETED IN ACCORDANCE WITH AND GOVERNED BY THE LAWS OF THE STATE OF FLORIDA. Each of the parties irrevocably and unconditionally submits itself to the exclusive jurisdiction of any Florida state court or any federal court of the United States located in Lee County, Florida, and any appellate court from any such Florida state court or federal court, (each individually, a “Florida Court”), in any proceeding arising from or relating in any way to the subject matter of the Agreement or the Website Documents, or for enforcement or recognition of any judgment arising therefrom, based thereon, connected thereto, incidental thereto or related thereto. Each of the parties irrevocably and unconditionally agrees and covenants that all claims with respect to any such proceeding shall be heard and determined in any such Florida Court. Each of the Parties irrevocably and unconditionally waives, to the fullest extent it effectively and legally may do so, (a) any objection that it now or hereafter may have to the laying of venue of any such proceeding in any such Florida Court, and (b) the claim or defense of an inconvenient forum to the maintenance of such proceeding in any such Florida Court.
10. Severability. If any provision of the Agreement is declared invalid, prohibited or unenforceable, such provision shall be deemed severed from the Agreement, and the remainder of the Agreement shall remain in full force and effect. However, notwithstanding the immediately preceding sentence, if such provision could be drawn more narrowly or broadly so as to not be invalid, prohibited or unenforceable in such jurisdiction, it shall be so narrowly or broadly drawn, as to such jurisdiction, without invalidating the remaining provisions contained in the Agreement or affecting the enforceability or validity of such.
11. Survivability. Sections 2 through 17 of the Agreement shall survive the termination or expiration of the Agreement.
12. Headings, Interpretation and Counterparts. Headings are inserted for the convenience of the Parties only and are not to be considered when interpreting the Agreement. As used in the Agreement, words in the singular mean and include the plural and vice versa, and words in the masculine mean and include the feminine and vice versa. The Agreement may be executed in one or more counterparts.
13. Entirety of Agreement and Amendment. The Agreement, as amended, and all Website Documents, as amended, set forth the entire understanding and agreement between Provider and Subscriber regarding the subject matter herein and supersedes any prior or contemporaneous oral or written agreements or representations. No changes, modifications, notices, or waivers regarding the Agreement will be binding unless in writing and signed by the parties hereto.
14. Notices. All notices sent under the Agreement shall be in writing and sent by a recognized international courier to the address of each Party described on the signature page to the Agreement and shall be deemed received when delivered by such international courier, or shall be sent by electronic mail (with delivery receipt) to the e-mail address of each Party described on the signature page to the Agreement and shall be deemed received when delivered to such e-mail address.
15. No Waiver. No failure or delay by Provider in exercising any right, power or privilege under the Agreement will operate as a waiver thereof, and no single or partial exercise of any such right, power or privilege will preclude any other or future exercise thereof or the exercise of any other right, power or privilege under the Agreement.
16. Counterparts. The parties may execute the Agreement in any number of counterparts, and each such counterpart shall be deemed an original signature page to the Agreement. All such counterparts shall be considered one and the same agreement and shall become effective when one (1) or more counterparts have been executed by each party and delivered (including via e-mail, facsimile, telecopy or other electronic device) to the other party, it being understood that all parties need not execute the same counterpart.
17. Independent Legal Advice. Each party acknowledges that it has had the opportunity to seek independent legal advice relating to the Agreement prior to execution, each party fully understands and appreciates all terms herein and each party is signing the Agreement freely and voluntarily.
Addendum A FCRA Restrictions
(All capitalized terms used in this Addendum A, and not otherwise defined in this Addendum A, shall have the meaning ascribed to such terms in the Policy Documents attached with this Addendum A.)
1. Notwithstanding anything to the contrary in the Agreement, Subscriber specifically agrees not to use information from the Service in whole or in part for any “permissible purpose” specified in 15 U.S.C. § 1681b, including, without limitation, (i) to establish a consumer’s eligibility for credit, insurance, employment, government benefits or licenses, or any other transaction initiated by the consumer; (ii) to collect an account; or (iii) to determine whether a consumer continues to meet the terms of an account.
2. Notwithstanding paragraph 1, Subscriber may use information from the Service in connection with an investigation of its employees as described in 15 U.S.C. § 1681a(x). A permitted employee investigation is an investigation of suspected misconduct relating to employment, or of compliance with Federal, State, or local laws and regulations, the rules of a self-regulatory organization, or any preexisting written policies of the employer.
3. Subscriber shall ensure that:
(1) the information is not used for the purpose of investigating a consumer’s credit worthiness, credit standing, or credit capacity; and
(2) the information is not provided to any person except: (a) to the employer or an agent of the employer, (b) to any Federal or State officer, agency, or department, or any officer, agency, or department of a unit of general local government, (c) to any self-regulatory organization with regulatory authority over the activities of the employer or employee, (d) as otherwise required by law; or (e) to government agencies under 15 U.S.C. § 1681f.
4. Subscriber shall cause each affiliate to whom the Service has been provided pursuant to the Agreement to comply with paragraphs 1 and 2 above.
5. Subscriber agrees to certify annually that it and any affiliate to whom the Service have been provided remain in compliance with the obligations set forth in this Addendum A.