BSI Terms and Conditions

1. PROVISION OF SERVICES/ACCEPTANCE OF TERMS

Billing Solutions, Inc. d/b/a Bank VOD ("BSI" or “we”, “us” and/or “our”) welcomes you. BSI provides access to BSI Services (defined below) to you subject to these Terms and Conditions (“these TAC"), which consist of (i) this Section 1 and Sections 2 through 28 of these TAC (the “BSI TAC”), and (ii) the Specialized Data TAC located in Section 29 below of these TAC (“Specialized Data TAC”).  You” or “your” means you, the Individual using the BSI Services, and, jointly and severally, the entity or organization that is using the BSI Services through or because of you. You represent and warrant that the individual using the BSI Services can bind the forgoing entity or organization to the BSI TAC. Each of BSI and you are a “Party”, collectively they are the “Parties”. You can review the most current version of these TAC at any time at www.bankvod.com, or such other location as we may designate. By accessing the BSI Services, you accept and agree to be bound by the terms and provisions of these TAC. In addition, when using BSI Services you shall be subject to any posted guidelines or rules applicable to such services, or changes to these TAC, which may be posted and modified from time to time, without notice to you.  BSI, solely at its option, may provide notice of such guidelines and rules, and changes to these TAC, by email or other means it deems appropriate, as further set forth in Section 22 below of the BSI TAC. You understand that such guidelines, rules and changes, among other reasons, may be the result of a modification(s)  of third-party agreements and/or industry standards, a Security Event (defined below) or a change in Laws (defined below), or the interpretation thereof.   All such guidelines, rules or changes are hereby incorporated by reference into these TAC. Your continued use of the BSI Service following BSI’s changes or notice or posting will constitute your acceptance of such changes. It is your responsibility to check regularly for changes to these TAC and ensure that any contact information you provide to BSI is updated and correct. After you have enrolled for the BSI Service, as noted below, if these TAC or any future changes are unacceptable to you, your sole remedy is to cancel your participation in the BSI Service. 

2. YOUR ENROLLMENT AND CERTAIN OBLIGATIONS

BY UTILIZING THIS WEBSITE, AND/OR BY COMPLETING THE ENROLLMENT PROCESS AND CLICKING THE "I ACCEPT" BUTTON, AND/OR IN CONSIDERATION OF YOUR USE OF THE BSI SERVICES YOU: (a) agree to be bound by these TAC, and (b) represent, covenant and warrant that, (i) if you are an individual, you are 18 years old or older or; if you are an entity, that you are a corporation, partnership, limited liability company, or other legal entity duly formed in good standing where required to do business with all legal authority, (ii) you are not utilizing BSI Services as a consumer, but as a business, and (iii) you have the power and authority to enter into and perform under these TAC, and you are not a person (or an entity, and/or representing an entity) barred from receiving the BSI Services under the laws of the United States or other applicable jurisdiction.

You also agree to: (a) provide true, accurate, current and complete information, including but not limited to your email address, and billing and payment-related information and other account information, about yourself and any person or entity, as prompted by the BSI Service's enrollment form, or otherwise ("Your Data") or as required by Law (defined below), (b) maintain and promptly update Your Data to keep it true, accurate, current and complete, and (c) carefully and fully follow all BSI instructions, such as filling out and transmitting a cover sheet or forms.   Without limiting the foregoing, you are required to promptly notify BSI of a change in ownership of your company, any change in the name of your company, and/or any change in the physical address of you or your company.

 

You acknowledge and understand that BSI will only allow you access to the BSI Services if your credentials can be verified in accordance with BSI’s internal credentialing procedures. If at any time you no longer meet BSI’s criteria for providing BSI Services, BSI may immediately limit or terminate your access to BSI Services.

 

In addition, you represent, warrant, and covenant that: (i) your use of a BSI Service is solely for lawful purposes, (ii) all information you provide to BSI in whatever media or medium is free of viruses, Trojan horses, trap doors, backdoors, Easter eggs, logic bombs, worms, time bombs, cancelbots, and/or other computer programming routines that may potentially damage, interfere with, intercept, or expropriate any BSI data, information, systems and/or equipment, (iii) submission of information by you to BSI will not: cause damage to a user’s computer, download a software application(s), change a user’s settings, or create a series of multiple, sequential, stand-alone advertisements (including by pop-up window or pop-under window), (iv) the information you provide to BSI, and/or any act or omission by you relating to the BSI Services: (a) do not violate any applicable law, statute, directive, ordinance, treaty, contract, rule, and/or regulation, or BSI policies or guidelines (collectively, “Laws”), (b) do not infringe any copyright, patent, trademark, trade secret, or other intellectual property right of any person or entity, (c) do not breach any duty toward, or rights of, any person or entity, including rights of publicity and/or privacy, (d) are not false, deceptive, misleading, unethical, defamatory, libelous, or threatening, and (e) do not (as determined by BSI) reflect poorly on or tarnish the business, reputation or goodwill of BSI, (v) you will not reverse engineer, disassemble, reconstruct, decompile, copy, or create derivative works of any BSI Service, or any aspect or portion thereof, (vi) you will not alter or remove any identification, trademark, copyright, or other notice from any aspect of the BSI Services, and (vi) you will comply with any trade sanction, and/or import or export regulation that applies to your use of the BSI Services, and obtain all necessary licenses to use, export, re-export, or import BSI Services, as applicable.

 

If you provide any information that is untrue, inaccurate, not current or incomplete, fail to promptly update Your Data to keep it true, accurate, current and complete, and/or you are in breach of these TAC, and/or BSI has grounds to suspect that (i) information you provided is untrue, inaccurate, not current or incomplete, and/or such information is in violation of these TAC, and/or (ii) you are and/or or shall be in breach of these TAC, in addition to all other rights and remedies available to BSI, BSI has the right to suspend or terminate your account and refuse any and all current or future use of the BSI Services (or any portion thereof).

 

You shall process personal Information of your customers or clients only as necessary (i) for the purposes of performing your obligations under these TAC, and (ii) otherwise in accordance with your customer’s or client’s documented instructions, unless required to do so by Laws; in such a case, you shall inform your customer or client of that legal requirement before processing, unless the Law prohibits such.

 

 

3. DESCRIPTION OF BSI SERVICES

BSI Services” are any and all products and/or services provided to you by BSI, including, without limitation, through this and/or any other website of BSI, and/or any web presence of BSI. BSI Services, also include, without limitation, BSI Services modified, amended, deleted or added to (including, without limitation new or different features, updates and/or augmentations), at any time, with or without notice. Without limiting the foregoing, BSI Services may include, but are not necessarily limited to: Verification of Deposit, Re-Verification/Quality Audit, Business Inquiry, Verification of Mortgage, Loan Payoff, Verification of Employment, 4506-T Tax Transcript, SSN Verification, and forms, advertisements, and communications from BSI, if any (such as, but not limited to service announcements, administrative messages, the BSI newsletter, and that the services or products are available in your account).  In addition, GLBA, DPPA, SSA/QA, NOCA, FCRA, MVT, ABMS Data, HIPPA, Criminal Record Data, additional data, and Verification of Occupancy (collectively, “Specialized Data”), which may be accessed from third parties through the BSI Services, are defined and subject to the Specialized Data TAC set forth in Section 29 below.  Unless explicitly stated otherwise in a prior signed writing by an authorized representative of BSI, (i) the BSI Services shall be subject to the BSI TAC, and (ii) the Specialized Data is subject to the BSI TAC and the Specialized Data TAC.  

 

You are responsible for obtaining access to the BSI Services, and that access may involve third-party fees (such as Internet service provider or airtime charges). You are responsible for those fees. In addition, you must provide and are responsible for all equipment necessary to access the BSI Services.

 

You understand and agree that the technical processing and transmission of the BSI Services, including Content (defined below), may involve (a) transmissions over various networks; and (b) changes to conform and adapt to technical requirements of connecting networks or devices.

 

Pursuant to the terms of these TAC, BSI grants to you a restricted, limited, revocable license to use the BSI Services solely for your own internal business purposes.

 

4. BSI PRIVACY POLICY

a. Your Data and certain other information about you are subject to our applicable privacy policy. For more information, see the full BSI Privacy Policy at http://bankvod.com/privacy.html , or such other location as we may designate. You understand that through your use of the BSI Services you consent and, where required by BSI, financial or other institutions, or the Law, you have received the consent of the applicable third party, to the collection and use (as set forth in the applicable privacy policy) of this information and Your Data, including the transfer of this information or data for storage, processing and use by BSI and its subsidiaries, affiliates, and/or contractors and the receipt of this information and Your Data by BSI from contractors of BSI, such as financial or other institutions.

b. Any information provided to you pursuant to the BSI Services shall only be utilized for your internal purposes and, without limiting the foregoing, only for the purpose for which the information was provided to you. Without limiting the previous sentence, and notwithstanding any other provision of this Agreement which may be to the contrary, information provided to you pursuant to the BSI Services shall not be used, whether directly or indirectly, by you for marketing, sales, and or the creation of or augmentation of any product(s) and/or service(s).

5. ACCOUNT, PASSWORD, AND SECURITY

You will receive a password and account designation upon completing the BSI Services’ enrollment process. You are responsible for maintaining the confidentiality of the password and account and are fully responsible for all activities that occur under your password or account. You agree to (a) immediately notify BSI of any unauthorized use of your password or account or any other breach of security, (b) ensure that you exit from your account at the end of each session, immediately deactivate any password of any person who no longer has a need to know, or for terminated employees, on or prior to the date of termination. BSI cannot and will not be liable for any loss or damage arising from your failure to comply with this Section 5.

 

 

 

You acknowledge that the information available through the BSI Services may include personally identifiable information and it is your obligation to keep all such accessed information confidential and secure.  Accordingly, you shall (a) restrict access to BSI Services to those employees who have a need to know as part of their official duties; (b) ensure that none of your employees shall (i) obtain and/or use any information received through BSI Services for personal reasons, or (ii) transfer any information received through the BSI Services to any party except as permitted by these TAC; (c) in addition to any obligations under these TAC, take all commercially reasonable measures to prevent unauthorized access to, or use of, the BSI Services or data received therefrom, whether the same is in electronic form or hard copy, by any person or entity; (d) maintain and enforce data destruction procedures to protect the security and confidentiality of all information obtained through BSI Services as it is being disposed; (e) unless otherwise required by law, purge all information received through the BSI Services and stored electronically or on hard copy by you within ninety (90) days of initial receipt (or earlier if required by Law); (e) be capable of receiving the BSI Services where the same are provided utilizing “secure socket layer,” or such other means of secure transmission as is deemed reasonable by BSI; (f) not access and/or use the BSI Services via mechanical, programmatic, robotic, scripted or other automated search means, other than through batch or machine-to-machine applications approved in writing by BSI; and (g) take all steps to protect your networks and computer environments, or those used to access the BSI Services, from compromise. You agree that on at least a calendar quarterly basis you will review searches and requests performed by you to ensure that such searches and requests were performed for a legitimate business purpose and in compliance with all terms and conditions in these TAC. You will implement policies and procedures to prevent unauthorized use of information or data received through BSI Services, and you will immediately notify BSI, in writing to BSI, if you suspect, or have reason to believe or confirm that information or data received or derived, directly or indirectly, from BSI Services, is or has been lost, stolen, compromised, misused or used, accessed or acquired in an unauthorized manner or by any unauthorized person, or for any purpose other than the legitimate business reasons and permitted uses as set forth in these TAC.  Without limiting any other provision of these TAC, You shall remain solely liable for all costs associated with the foregoing, and shall further reimburse BSI for any expenses it incurs due to your failure to prevent such impermissible use or access of BSI Services, and/or any information or data received or derived, directly or indirectly, from BSI Services, and/or any actions required as a result thereof. Furthermore, in the event that the information or data of third parties you receive when using BSI Services includes personally identifiable information (including, but not limited to, social security numbers, driver’s license numbers or dates of birth), the following shall apply: you acknowledges that, upon unauthorized acquisition or access of or to such personally identifiable information, including but not limited to that which is due to use by an unauthorized person or due to unauthorized use (a "Security Event"), you shall immediately notify BSI in writing that a Security Event has occurred, and in compliance with law, notify the individuals whose information was potentially accessed or acquired that a Security Event has occurred, and shall also notify any other parties (including but not limited to regulatory entities and credit reporting agencies) as may be required in BSI’s reasonable discretion. You agree that unless required by applicable Law, such notification shall not reference BSI or the product through which the data was provided, nor shall BSI be otherwise identified or referenced in connection with the Security Event, without BSI’s express written consent. You shall be solely responsible for any other legal or regulatory obligations which may arise under applicable Law in connection with such a Security Event, and shall bear all costs associated with complying with legal and regulatory obligations in connection therewith. You shall also remain solely liable for claims that may arise from a Security Event, including, but not limited to, costs for litigation (including attorneys’ fees), and reimbursement sought by individuals, including but not limited to, costs for credit monitoring or allegations of loss in connection with the Security Event, and, without limiting any other provision of these TAC, to the extent that any claims are brought against BSI in relation to a Security Event, you shall indemnify BSI from such claims.  You shall provide samples of all proposed materials to notify consumers and any third-parties, including regulatory entities, to BSI for review and approval prior to distribution. You shall immediately and fully respond to BSI information or data request in relation to a Security Event. Without limiting any provision of these TAC, in the event of a Security Event, BSI may, in its sole discretion, take immediate action, including suspension or termination of your access to BSI Services, without further obligation or liability of any kind.

 

6. YOUR CONDUCT

You understand that all information, data, text, software, music, sound, photographs, graphics, video, messages, tags, and/or other materials ("Content"), whether publicly posted or privately transmitted, are the sole responsibility of the person from whom such Content originated. This means that you, and not BSI, are entirely responsible for all Content that you upload, post, email, transmit or otherwise make available via the BSI Services, even if on a form or media provided by BSI. BSI does not control the Content provided by and/or posted by you or anyone else via the BSI Services. The forms provided by BSI are subject to the input of government entities, financial institutions, employers, and/or other third parties, and, as such, BSI does not warrant and/or guarantee the accuracy, integrity or quality of such Content and/or forms. BSI does not claim ownership of Content you or parties other than BSI submit or make available for inclusion on the BSI Services.  However, with respect to Content you submit or make available on in relation to BSI Services, including but not limited to any BSI website, you grant BSI the perpetual, irrevocable, sublicenseable, and free right to use, distribute, reproduce, and adapt your Content (in whole or in part) in connection with the provision of the BSI Services, including without limitation, incorporating your Content into other works in any format or medium now known or later developed.  Under no circumstances will BSI be liable in any way for any Content and/or forms, including, but not limited to, any errors or omissions in any Content and/or forms, and/or any loss or damage of any kind incurred as a result of the use of any Content and/or forms, whether or not posted, emailed, transmitted or otherwise made available via the BSI Services.

You agree to not use the BSI Services to:

a.upload, post, email, transmit or otherwise make available any Content that is false, unlawful, harmful, threatening, abusive, harassing, tortuous, defamatory, vulgar, obscene, libelous, invasive of another's privacy, hateful, or racially, ethnically or otherwise objectionable;

b.harm any person, including but not limited to minors, and any entity, in any way;

c.impersonate any person or entity, including, but not limited to, BSI, another person or entity utilizing (or allegedly utilizing) BSI Services, a governmental entity, financial institution, any third party, and/or employer of prospective employer, and/or official, employee, and/or representative of the foregoing, and/or falsely state or otherwise misrepresent your affiliation with a person or entity;

d.forge headers or otherwise manipulate identifiers in order to disguise the origin of any Content transmitted through the BSI Service;

e.upload, post, email, transmit or otherwise make available any Content that you do not have a right to make available under any law, contract, fiduciary relationships, and/or otherwise (such as, but not limited to, inside information, proprietary and confidential information learned or disclosed as part of employment relationships or under nondisclosure agreements);

f.upload, post, email, transmit or otherwise make available any Content that infringes any patent, trademark, trade secret, copyright or other proprietary rights of any party;

g.upload, post, email, transmit or otherwise make available any unsolicited or unauthorized advertising, promotional materials, "junk mail," "spam," "chain letters," "pyramid schemes," or any other form of solicitation;

h.upload, post, email, transmit or otherwise make available any material that contains software viruses or any other computer code, files or programs designed to interrupt, destroy or limit the functionality of any computer software or hardware or telecommunications equipment;

i.disrupt the normal flow of dialogue, cause a screen to "scroll" faster than other users of the BSI Services are able to type, or otherwise act in a manner that negatively affects other users' ability to engage in exchanges;

j.interfere with or disrupt the BSI Services or servers or networks connected to the BSI Services, or disobey any requirements, procedures, policies or regulations of BSI and/or the networks connected to the BSI Services;

k.intentionally or unintentionally violate any applicable local, state, national or international law and/or regulations;

l.provide material support or resources (or to conceal or disguise the nature, location, source, or ownership of material support or resources) to any organization(s) designated by the United States government as a foreign terrorist organization pursuant to section 219 of the Immigration and Nationality Act or any other law or regulation;

m."stalk" or otherwise harass another; and/or

n. collect or store personal data about other users of the BSI Services and/or the BSI Services.

You acknowledge that BSI may or may not pre-screen Content, but that BSI and its designees shall have the right (but not the obligation) in their sole discretion to pre-screen, refuse, or remove any Content that is available via the BSI Services or provided via the BSI Services.  Without limiting the foregoing, BSI and its designees shall have the right to remove any Content that violates these TAC or, in BSI’s sole opinion, is otherwise objectionable. You agree that you must evaluate, and bear all risks associated with the use of any Content, including but not limited to any forms provided by BSI, and any reliance on the accuracy, completeness, or usefulness of such Content. In this regard, you acknowledge that you may not rely on any Content and/or forms created by BSI or submitted to BSI.

You acknowledge, consent and agree that BSI may access, preserve and disclose your account information, Your Data, and/or Content if required to do so by law or if BSI has a good faith belief that such access, preservation or disclosure is reasonably necessary to: (i) comply with legal process; (ii) enforce these TAC; (iii) respond to claims that any Content violates the rights of third parties; (iv) respond to your requests for customer service; (v) to provide the BSI Services, (vi) to respond to complaints or inquiries to/from governmental entities and/or financial institutions and/or other third parties, and/or (vii) protect the rights, property or personal safety of BSI, its users and/or the public.

You understand that the BSI Services and software embodied within the BSI Services may include security components that permit digital materials to be protected, and that use of these materials is subject to usage rules set by BSI and/or content providers who provide content to the BSI Services. You shall not attempt to override or circumvent any of the usage rules embedded into, or otherwise with, the BSI Services.

Any reproduction, publication, distribution or public exhibition of the materials provided on the BSI Services, in whole or in part, not authorized by BSI in writing, is strictly prohibited.

You shall not: (i) use any automated means, including agents, robots, scripts, or spiders to access, monitor, scrape, or manage your account(s) or use with us, or to access, monitor, scrape or copy the BSI websites, BSI systems, BSI Service or any data therein, except those automated means expressly made available by us or authorized by us in advance in writing (e.g., third-party tools approved by us), (ii) bypass any robot exclusion headers on the BSI websites (including using any device, software, or routine to accomplish that goal), (iii) interfere or attempt to interfere with the proper working of the BSI websites, BSI Services, and/or BSI systems, (iv) use or combine the BSI websites, BSI Services and/or BSI systems with software which creates any obligation with respect to BSI contrary to these TACs, or grant to any third party any rights to, or immunities in relation to BSI’s intellectual property or proprietary rights. You may use data made available to you in connection with the BSI Service solely for internal use to manage your account(s), or access us or your account with us, and you will neither publish such data nor create profiles of our users. We may redesign or modify at any time without notice the organization, specifications, structure, and/or appearance of the BSI Service, BSI website(s), and/or any location where your information/Content may be displayed.

 

We reserve the right to modify or discontinue offering the BSI Services, or any part thereof.

7. INTERSTATE NATURE OF COMMUNICATIONS ON THE BSI WEBSITE AND WITH BSI

When you access, utilize and/or enroll with BSI, you acknowledge that in using the BSI Services to send electronic communications you will be causing communications to be sent through BSI's computer networks, portions which may be located in various locations in the United States. As a result, and also as a result of BSI's network architecture and business practices and the nature of electronic communications, even communications that seem to be intrastate in nature can result in the transmission of interstate communications regardless of where you are physically located at the time of transmission. Accordingly, by agreeing to these TAC, you acknowledge that use of the service results in interstate data transmissions.

8. EXPORT AND IMPORT COMPLIANCE AND NOT FOR USE OUTSIDE OF THE UNITED STATES.

Recognizing the global nature of the Internet, you agree to comply with all local rules regarding online conduct and acceptable Content. Use of the BSI Services and transfer and posting of data to BSI and/or via the BSI Services may be subject to the export and import laws of the United States and/or other countries. You agree to comply with all applicable export and import laws and regulations. Without limiting the foregoing, you: (a) represent that you are not a party identified on any government export exclusion list, including but not limited to the U.S. Denied Persons, Entity, and Specially Designated Nationals Lists, the United Kingdom’s HM Treasury’s Consolidated List of Sanctions Targets, or the European Union’s Consolidated List of Persons, Groups, and Entities Subject to the European Union’s Financial Sanctions. nor will you transfer software, technology, and other technical data via the BSI Services to parties identified on such lists; (b) agree not to use the BSI Services for military, nuclear, missile, chemical or biological weaponry end uses in violation of U.S. export laws; (c) agree not to transfer, upload, or post via the BSI Services any software, technology or other technical data in violation of U.S. or other applicable export or import laws. In addition, the data or information you provide in relation in relation to BSI Services shall only be from data centers and Internet Protocol addresses located within the United States and its territories, and shall only be for residents located in the United States. 

9. CONTRIBUTIONS TO BSI

By submitting ideas, suggestions, documents, and/or proposals ("Contributions") to BSI through its suggestion, feedback, and/or other webpages, and/or through other means, you acknowledge and agree that: (a) your Contributions do not contain confidential or proprietary information; (b) BSI is not under any obligation of confidentiality, express or implied, with respect to the Contributions; (c) BSI shall be entitled to use or disclose (or choose not to use or disclose) such Contributions for any purpose, in any way, in any media worldwide; (d) BSI may have something similar to the Contributions already under consideration or in development; (e) your Contributions automatically become the property of BSI without any obligation of BSI to you; and (f) you are not entitled to any compensation or reimbursement of any kind from BSI for the Contributions, or otherwise, under any circumstances.

10. INDEMNITY

You agree to indemnify and hold BSI, its subsidiaries and affiliates, and each of it and their owners, directors, officers, agents, employees, partners, representatives. contractors, third-party providers, and licensors (collectively, the “BSI Indemnitees”) harmless from any and all liabilities, claims and/or demands, costs, including, but not limited to reasonable attorneys' fees, relating to and/or arising out of (i) Content you submit, post, transmit, modify or otherwise make available through the BSI Services, (ii)your use of the BSI Services, (iii) information and/or data you receive through the BSI Services, (iv) your connection to the BSI Services, (v) a Security Event, (vi) any breach of  these TAC, (vi) your obligations set forth in these TAC, (vii) your violation of applicable Law, (viii) your violation of any rights and/or harm to any  person and/or entity, and/or (ix) any act or omission by you (collectively, “Claim”).  BSI shall control the defense and settlement of any claim for which BSI shall be indemnified by you.  Without limiting the foregoing, you shall not approve any settlement or disposition of any Claim without the prior written consent of BSI, which consent may be withheld for any or no reason.  

11. NO COMMERCIAL REUSE OF BSI SERVICES/ NO CIRCUMVENTION / NO COMPETITION AGAINST BSI.

You agree not to reproduce, duplicate, copy, sell, trade, resell or exploit for any commercial purposes, including, without limitation, for marketing, data processing, or data evaluation purposes,

any portion or use of, or access to, the BSI Services (including but not limited to Content, advertisements, software, web design, data and/or information received therefrom, and/or your BSI ID). In addition, you shall not circumvent your or another person’s or entity’s direct use of the BSI Services by any means, including, but not limited to submitting (or having submitted) (i) your Content under an account or user ID other than your own, and/or (ii) another person’s Content under your account or your user ID.  In addition, you shall not use BSI Service to compete, directly or indirectly, against BSI.    

12. GENERAL PRACTICES REGARDING USE AND STORAGE

You acknowledge that BSI may establish general practices and limits concerning use of the BSI Services, including without limitation the maximum number of days that your information, email messages, message board postings or other uploaded Content will be retained by the BSI Services, the maximum number of email messages that may be sent from or received by an account or otherwise on the BSI Services, the maximum size of any email message that may be sent from or received by an account or otherwise on the BSI Services, the maximum disk space, if any, that will be allotted on BSI's servers on your or anyone else’s behalf, and the maximum number of times (and the maximum duration for which) you or anyone may access the BSI Services in a given period of time. You agree that BSI has no responsibility or liability for the deletion or failure to store any information, messages and other communications or other Content, including but not limited to forms (whether or not they contain your information) maintained or transmitted by or to BSI and/or the BSI Services. You acknowledge that BSI reserves the right to log off accounts, or the equivalent of accounts, that are inactive. You further acknowledge that BSI reserves the right to modify these general practices and limits at any time without notice.

13. MODIFICATIONS TO BSI SERVICES

BSI reserves the right at any time and from time to time to modify or discontinue, temporarily or permanently, the BSI Services (or any part thereof) with or without notice. You agree that BSI shall not be liable to you or to any third party for any modification, suspension or discontinuance of the BSI Services, or any part thereof.

14. TERMINATION

You may terminate your BSI account, any associated email address and access to the BSI Services by submitting such termination request to BSI. Upon receipt of such request, BSI will terminate your account, any associated email address and access to the BSI Services, if and when BSI deems it appropriate, in its sole discretion.

You agree that BSI may, without prior notice, immediately terminate, limit your access to or suspend your BSI account and access to the BSI Services for any and/or no reason. Cause for such termination, limitation of access or suspension shall include, but not be limited to, (a) breaches or violations of these TAC or other incorporated agreements or guidelines, (b) requests by law enforcement, other government agencies, or third party suppliers, (c) discontinuance or material modification to the BSI Services (or any part thereof), (d) unexpected technical or security issues or problems, (e) a period(s) of inactivity, (f) engagement by you in fraudulent or illegal activities in the sole opinion of BSI, (g) nonpayment of any fees owed by you in connection with the BSI Services, and/or you are subject to any proceeding under any bankruptcy act or similar laws. Further, you agree that all terminations, limitations of access and suspensions shall be made in BSI's sole discretion and that BSI shall not be liable to you or any third party for any termination, suspension, and/or limitation of access of your account or access to the BSI Services.

Termination of your BSI account, any associated email address, and/or access to the BSI Services includes, but is not limited to any or all of the following: (a) removal of access to all or part of the offerings within the BSI Services, (b) deletion of your password, if any, and all related information, files and content associated with or inside your account and/or access (or any part thereof), and (c) barring of further use of all or part of the BSI Services, including but not limited to this website(s).

           We may require reactivation charges to renew any BSI Service after termination, suspension, and/or limitation of access.  Upon termination for any or no reason, you are responsible for paying all amounts and charges owing under these TAC and/or to BSI prior to and/or after termination, including, but not limited to any applicable cancellation fee(s). You agree to pay all costs including attorney’s fees, collection costs and court costs we incur in enforcing these TAC, and/or any provision thereof, through any appeal.

15. DEALINGS WITH GOVERNMENTAL ENTITIES, FINANCIAL INSTITUTIONS, EMPLOYERS, AND/OR OTHER THIRD PARTIES.

Your correspondence or business dealings with governmental entities, financial institutions, employers, and/or other third parties found on or through the BSI Services, including, without limitation, payment and delivery of related goods or services, and any terms, conditions, warranties or representations associated with such dealings, are solely between you and such governmental entity, financial institutions, employers, and/or other third parties. You agree that BSI shall not be responsible or liable for any loss or damage of any sort incurred as the result of any such dealings or as the result of the presence of such governmental entities, financial institutions, employers, and/or other third parties on or through the BSI Services.

16. LINKS

The BSI Services may provide, or third parties may provide, links to other Internet (including, without limitation, web or mobile) sites or resources. You acknowledge and agree that BSI is not responsible for the availability of such external sites or resources, and does not endorse and is not responsible or liable for any Content, advertising, products or other materials on or available from such sites or resources. You further acknowledge and agree that BSI shall not be responsible or liable, directly or indirectly, for any damage or loss caused by or in connection with use of or reliance on any such Content, goods or services available on or through any such site(s) or resource(s).

17. BSI’S PROPRIETARY RIGHTS

You acknowledge and agree that the BSI Services and any software used in connection with the BSI Services ("Software") contain proprietary and confidential information that is protected by applicable intellectual property and other laws. You further acknowledge and agree that Content contained in advertisements or information presented to you through or by the BSI Services or by advertisers, including, but not limited to the forms provided by BSI, is protected by copyrights, trademarks, service marks, patents or other proprietary rights and laws. Except as expressly permitted by applicable law or as authorized by BSI in a signed writing, or the applicable licensor (such as an advertiser), you agree not to modify, rent, lease, loan, sell, distribute, transmit, broadcast, publicly perform or create derivative works based on the BSI Services, Content that is not yours, and the Software, including, but not limited to forms, in whole or in part. Without limiting the foregoing, these TAC do not transfer from BSI to you any BSI developed, licensed, or owned property, including but not limited to technology, Software, and/or Content (including but not limited to forms), and all rights, title, and interest, including, but not limited to copyrights, trademarks, service marks, patents or other proprietary rights, in the foregoing, and together with all derivative works, modifications, enhancements, and upgrades of the foregoing, but excluding your information and/or Content, are and will remain solely with BSI or BSI’s third-party providers, and are the sole property of BSI or BSI’s third party providers. You shall immediately notify BSI in writing of any threatened or actual infringement of the foregoing.  Any rights not expressly granted in these TACs are reserved by us, and all implied licenses are disclaimed. You will not attempt to prohibit or enjoin BSI at any time from utilizing any property of BSI, and/or any skills or knowledge (including, but not limited to that of a general nature) that BSI acquires during the course of providing BSI Services. BSI may be required to disclose information to individuals asserting rights under the Digital Millennium Copyright Act or otherwise, and you expressly authorize BSI to comply with any and all lawful notices, subpoenas, court orders, or warrants relating to the Digital Millennium Copyright Act or otherwise, without prior notice to you. You agree not to access the BSI Services by any means other than through the interface that is provided by BSI for use in accessing the BSI Services.  In addition, you shall use materials, information and/or data received through the BSI Services in a manner consistent with BSI's and the applicable BSI third party provider’s interests, and these TAC. Furthermore, the applicable third party data provider shall own your search inquiry data used to access the information or data you obtain through the BSI Services, and BSI and such third party data provider may use such data for any purpose consistent with applicable Laws.

18. DISCLAIMER OF WARRANTIES

YOU EXPRESSLY UNDERSTAND AND AGREE THAT:

a.YOUR USE OF THE BSI SERVICES, INCLUDING BUT NOT LIMITED TO ANY WEBSITE(S) RELATED THERETO, IS AT YOUR SOLE RISK. THE BSI SERVICES AND WEBSITE(S) ARE PROVIDED ON AN "AS IS" AND "AS AVAILABLE" BASIS. BSI, AND ITS SUBSIDIARIES, AFFILIATES, AND EACH OF IT AND THEIR OWNERS, DIRECTORS, OFFICERS, EMPLOYEES, AGENTS, PARTNERS, REPRESENTATIVES, CONTRACTORS, THIRD PARTY PROVIDERS, AND LICENSORS (i) EXPRESSLY DISCLAIM ALL WARRANTIES OF ANY KIND, WHETHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO THE IMPLIED WARRANTIES OF TITLE, MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT, AND (ii) ASSUME NO RESPONSIBILITY FOR THE ACCURACY, CORRECTNESS, TIMELINESS, DELETION, ERRORS, MIS-DELIVERY, FAILURE, USE AND/OR MISUSE BY YOU OR ANYONE ELSE OF THE BSI SERVICES, INCLUDING, BUT NOT LIMITED TO THE USE, MISUSE AND/OR STORAGE OF ANY (a) USER OR THIRD PARTY (E.G., GOVERNMENT ENTITY, FINANCIAL INSTITUTION, EMPLOYER, THIRD PARTY OR REPRESENTATIVE THEREOF) COMMUNICATIONS AND/OR INFORMATION, (b) SERVICES, AND/OR (c) FORMS.

b.BSI AND ITS SUBSIDIARIES AND AFFILIATES, AND EACH OF IT AND THEIR OWNERS, DIRECTORS, OFFICERS, EMPLOYEES, AGENTS, PARTNERS, REPRESENTATIVES, CONTRACTORS, THIRD PARTY PROVIDERS, AND LICENSORS MAKE NO WARRANTY THAT (i) THE BSI SERVICES, INCLUDING BUT NOT LIMITED TO ITS WEBSITES, OR SOFTWARE WILL MEET YOUR REQUIREMENTS; (ii) THE BSI SERVICES, INCLUDING BUT NOT LIMITED TO THE BSI WEBSITE(S), OR SOFTWARE WILL BE UNINTERRUPTED, TIMELY, SECURE OR ERROR-FREE; AND YOU AGREE THAT BSI SERVICES ARE NOT THE SOURCE OF DATA, NOR ARE BSI SERVICES A COMPREHENSIVE COMPILATION OF DATA, AND THAT BEFORE RELYING ON ANY DATA, IT SHOULD BE INDEPENDENTLY VERIFIED BY YOU. (iii) THE RESULTS THAT MAY BE OBTAINED FROM THE USE OF THE BSI SERVICES OR SOFTWARE WILL BE ACCURATE OR RELIABLE; (iv) THE QUALITY OF ANY PRODUCTS, SERVICES, INFORMATION OR OTHER MATERIAL PURCHASED OR OBTAINED BY YOU THROUGH THE BSI SERVICES, INCLUDING BUT NOT LIMITED TO THE BSI WEBSITE(S), AND/OR SOFTWARE WILL MEET YOUR EXPECTATIONS; AND (v) ANY ERRORS IN THE BSI SERVICES AND/OR SOFTWARE WILL BE CORRECTED.

c. ANY MATERIAL DOWNLOADED OR OTHERWISE OBTAINED THROUGH THE USE OF THE BSI SERVICES OR SOFTWARE IS ACCESSED OR PROVIDED AT YOUR OWN DISCRETION AND RISK, AND YOU WILL BE SOLELY RESPONSIBLE FOR, AND YOU HEREBY WAIVE, ANY AND ALL CLAIMS AND CAUSES OF ACTION WITH RESPECT TO ANY DAMAGE TO YOURSELF, OTHERS, YOUR COMPUTER SYSTEM, DEVICE (MOBILE OR OTHERWISE), INTERNET ACCESS, DOWNLOAD AND/OR DISPLAY DEVICE, AND/OR LOSS OF DATA THAT RESULTS FROM THE DOWNLOAD OR PROVISIONING OF ANY SUCH MATERIAL.

d.NO ADVICE OR INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED BY YOU FROM BSI AND/OR ITS SUBSIDIARIES AND AFFILIATES, AND/OR EACH OF IT AND/OR THEIR OWNERS, DIRECTORS, OFFICERS, EMPLOYEES, AGENTS, PARTNERS, REPRESENTATIVES, CONTRACTORS, THIRD PARTY PROVIDERS, AND LICENSORS, AND/OR THROUGH OR FROM THE BSI SERVICES, INCLUDING BUT NOT LIMITED TO THE BSI WEBSITE(S), AND/OR SOFTWARE, SHALL CREATE ANY WARRANTY FROM SUCH PERSON OR ENTITY OR OTHERWISE.

e. A SMALL PERCENTAGE OF USERS MAY EXPERIENCE EPILEPTIC SEIZURES WHEN EXPOSED TO CERTAIN LIGHT PATTERNS OR BACKGROUNDS ON A COMPUTER SCREEN OR WHILE USING THE BSI SERVICE. CERTAIN CONDITIONS MAY INDUCE PREVIOUSLY UNDETECTED EPILEPTIC SYMPTOMS EVEN IN USERS WHO HAVE NO HISTORY OF PRIOR SEIZURES OR EPILEPSY. IF YOU, OR ANYONE IN YOUR FAMILY, HAVE AN EPILEPTIC CONDITION, CONSULT YOUR PHYSICIAN PRIOR TO USING THE BSI SERVICE. IMMEDIATELY DISCONTINUE USE OF THE BSI SERVICES AND CONSULT YOUR PHYSICIAN IF YOU EXPERIENCE ANY OF THE FOLLOWING SYMPTOMS WHILE USING THE BSI SERVICE: DIZZINESS, ALTERED VISION, EYE OR MUSCLE TWITCHES, LOSS OF AWARENESS, DISORIENTATION, ANY INVOLUNTARY MOVEMENT, OR CONVULSIONS.

  1. LIMITATION OF LIABILITY

WITHOUT LIMITING ANY OTHER PROVSION OF THESE TAC WHICH LIMIT BSI’S LIABILITY, YOU EXPRESSLY UNDERSTAND AND AGREE THAT BSI, ITS SUBSIDIARIES AND AFFILIATES, AND EACH OF IT AND THEIR OWNERS, DIRECTORS, OFFICERS, EMPLOYEES, AGENTS, PARTNERS, REPRESENTATIVES, CONTRACTORS, THIRD PARTY PROVIDERS AND LICENSORS (i) SHALL NOT BE LIABLE TO YOU, OR ANYONE ELSE, FOR ANY PUNITIVE, INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL OR EXEMPLARY DAMAGES (EVEN IF BSI HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES) , INCLUDING, BUT NOT LIMITED TO, DAMAGES FOR LOSS OF PROFITS, GOODWILL, USE, MISUSE, DATA OR OTHER INTANGIBLE LOSSES (EVEN IF BSI AND/OR A BSI INDEMNITEE HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES), (II) SHALL NOT BE LIABLE TO YOU AND/OR ANYONE ELSE FOR ANY NEGLIGENT ACT OR OMISSION, (III) SHALL NOT BE LIABLE TO YOU AND/OR ANYONE ELSE FOR ANY STATEMENTS OR CONDUCT OF ANY THIRD PARTY ON AND/OR RELATING TO THE BSI SERVICE, INCLUDING BUT NOT LIMITED TO THOSE OF GOVERNMENT ENTITIES, FINANCIAL INSTITUTIONS, THIRD PARTY PROVIDERS, AND/OR EMPLOYERS, (IV) SHALL NOT  BE  LIABLE TO YOU AND/OR ANYONE ELSE FOR THE COST OF PROCUREMENT OF SUBSTITUTE GOODS AND SERVICES; (V) SHALL NOT BE LIABLE TO YOU AND/OR ANYONE ELSE FOR THE ITEMS SET FORTH IN SECTION 5, THE LAST SENTENCE OF SECTION 6, THE SECOND SENTENCE OF SECTION 12, THE SECOND SENTENCE OF SECTION 13, THE THIRD SENTENCE OF THE SECOND PARAGRAPH OF SECTION 14, THE LAST SENTENCE OF SECTION 15, THE  LAST  SENTENCE OF SECTION 16, AND/OR SECTION 18 OF THESE TAC, AND (VI) WITHOUT LIMITING THE FOREGOING, SHALL ONLY BE LIABLE TO YOU FOR DIRECT DAMAGES ONLY FOR ITEMS NOT SET FORTH IN THIS SECTION 19,IN THE AMOUNT OF FEES YOU HAVE ACTUALLY PAID TO BSI FOR THE BSI SERVICE OR PART THEREOF WHICH IS THE SUBJECT OF YOUR CLAIM. YOU COVENANT AND PROMISE THAT IT WILL NOT SUE BSI FOR AN AMOUNT GREATER THAN SUCH SUM EVEN IF YOU AND/OR THIRD PARTIES WERE ADVISED OF THE POSSIBILITY OF SUCH GREATER DAMAGES.

20. BILLING AND PAYMENT.

There are two (2) methods to pay for BSI Services:

A. Invoice. BSI may invoice BSI Service charges to you which are billed in arrears. Outside of the stated rates, per request, an additional fee you are subject to, if applicable, is a $1.65 per invoice fee. To avoid the invoice fee you may use our ‘pay-now’ feature when placing your order. If doing so you will not be subject to the per-invoice fee. Payment of all such charges is due fourteen days (14) from the date of the invoice. Billing cycle end dates may change from time to time.

B. Credit/Debit Card. By providing to us your credit/debit card information, you have authorized payment to us by credit/debit card, and no additional notice or consent will be required for billings to that credit/debit card or account for any and all uses or subsequent uses of the BSI Services. You will advise us of any changes to your credit/debit card account, such as account number or expiration date changes, and changes to your address. You also authorize us to update your payment information with data we obtain from your financial institution, the issuer of your credit card or debit card, or from MasterCard, Visa, American Express or Discover or similar entity.  Unless and until BSI discontinues accepting your credit/debit card, you preauthorize for billing your credit/debit card and you authorize BSI to retain your credit/debit card information.  BSI reserves the right at any time to modify, suspend, or terminate your right to pay by credit/debit card.  Any such modification, suspension, or termination, or your failure for any or no reason to pay by credit/debit card, has no effect on your liability for charges and fees that you have incurred in connection with BSI Services.

 

Tax. You shall pay or otherwise be responsible for all federal, national, state, provincial or local sales, use, excise, gross receipts, value added, municipal fees, transfer, transaction, property, fund, or similar taxes, fees, or surcharges (hereinafter "Tax") imposed on, or with respect to, the BSI Services. Without limiting the foregoing, BSI reserves the right to charge a tax recovery fee to recover the cost/Tax incurred, to transport your document(s) across our telecommunications and/or Internet infrastructure. This fee can be charged on a per invoice basis.

 

Time is of the essence for payment under any method. Acceptance of late or partial payments (even if marked "Paid in Full") shall not waive any of our rights to collect the full amount due. Notice of any payment disputes (which must only be in good faith) must be in writing and received by BSI at our address as set forth on the applicable BSI Website, invoice and/or statement, within ten (10) days after the invoice and/or statement date or you waive any objection. Any payments not received by the payment date are subject to a late payment fee equal to the lesser of, as of each such date, the rate of 1.25% per month (which is an annual percentage rate of fifteen percent (15%) or the maximum rate permitted by applicable law.

 

BSI retains the right at any time to modify, suspend, and/or terminate billing and/or payment methods. Any such modification, suspension, or termination, or your failure for any or no reason to make payment, has no effect on your liability for charges and fees that you have incurred in connection with BSI Service.

21. NO THIRD-PARTY BENEFICIARIES/OUR RELATIONSHIP

You agree that there are and shall be no third-party beneficiaries to this agreement except as expressly provided in these TAC. These TAC or your use of the BSI Services will not establish any relationship of partnership, joint venture, employment, franchise, or agency between BSI and you. Neither BSI nor you will have the power to bind the other or incur obligations on the other's behalf without the other's prior written consent, except as otherwise expressly provided in these TAC.

22. NOTICE

BSI may provide you with notices, including those regarding changes to these TAC, including by, but not limited to, email, regular mail, SMS, MMS, text message, postings on the BSI Services, or other means now known or hereafter developed. You must ensure that your contact and account information with us is current and correct, and promptly notify us in writing of any changes to such information. Notices from BSI may not be received if you violate these TAC by accessing the BSI Services in an unauthorized manner. Your agreement to these TAC constitutes your agreement that you are deemed to have received any and all notices that would have been delivered had you accessed the BSI Services in an authorized manner.

23. TRADEMARK INFORMATION

You agree that all of BSI’s trademarks, trade names, service marks, logos and other BSI and brand features, and product and service names of BSI are trademarks and the property of BSI (the "BSI Marks"). Without BSI's signed written prior permission, you agree not to display or use in any manner the BSI Marks.

  1. CONFIDENTIALITY/NO PUBLICITY

“Confidential Information” means any and all information disclosed to you by BSI, either directly or indirectly, in writing, orally, or by inspection of tangible objects, other than information that you can establish: (i) was publicly known and made generally available in the public domain prior to the time of disclosure to you by BSI, (ii) becomes publicly known and made generally available after disclosure to you by BSI other than through your action or inaction, or (iii) is in your possession, without confidentiality restrictions, prior to the time of disclosure by BSI, as shown by your files and records. You will not at any time: (a) sell, license, and/or transfer any Confidential Information, (b) disclose or otherwise make available to any person or entity any Confidential Information, and/or (c) access, use, reproduce, or copy any Confidential Information, except as necessary in connection with the purpose for which such Confidential Information is disclosed to you and in accordance with these TAC, provided that the person or entity to whom disclosed shall be subject to confidentiality obligations at least as restrictive as set forth here. You will take all measures to protect the secrecy of, and to avoid disclosure and/or unauthorized use of, the Confidential Information. If required by law to disclose Confidential Information, you may do so provided that: (1) you give BSI prompt written notice of such requirement prior to such disclosure, (2) at BSI’s request, you assist BSI in obtaining an order or other arrangement protecting the Confidential Information from public disclosure, and (iii) any such disclosure is limited to the minimum extent necessary to comply with the legal requirement. All Confidential Information will remain BSI’s personal property, and all documents, electronic media, and other items containing or relating to any Confidential Information must be delivered to BSI, destroyed, or uninstalled immediately upon BSI’s request, or upon termination of your use or access to BSI Services. Notwithstanding anything to the contrary in these TAC or the applicable Privacy Policy, all data and information gathered or received by us in connection with providing the BSI Services and all information described in the applicable Privacy Policy may be shared with and used by certain third parties selected by BSI.

        25. PRESS RELEASE / PUBLIC STATEMENTS.

              You may not issue any press release or other public statement (including, without limitation, advertisements, promotional and/or or marketing materials), or other disclosures to third-parties regarding these TAC, the BSI   Service, your use and/or access to the BSI Services, BSI, and/or a BSI Indemnitee, without BSI’s prior written consent.

26.  Audit.

 You understand and agrees that, in order to ensure compliance with certain Laws these TAC, BSI’s obligations under its contracts with its third party providers, and BSI’s internal policies, BSI may conduct periodic reviews of your use of the BSI Services and may, upon reasonable notice, audit your records, processes and procedures related to your use, storage and disposal of BSI Services and information and/or data received therefrom. You agree to cooperate fully with any and all audits and to respond to any such audit inquiry within ten (10) business days, unless an expedited response is required by BSI or otherwise.  Violations discovered in any review and/or audit by BSI will be subject to immediate action including, but not limited to, suspension or termination of the use of BSI Services, reactivation fees, indemnification, legal action, and/or referral to federal or state regulatory agencies.

27.    EMPLOYEE / CONTRACTOR TRAINING.  You shall train new employees and contractors prior to allowing access to BSI Services on your obligations under these TAC, including, but not limited to, the licensing requirements, restrictions, and security requirements herein. You shall conduct a similar review of your obligations under these TAC with existing employees and contractors who have access to BSI Services no less than annually. You shall keep records of such training and reviews.    

28.     GENERAL

Entire Agreement/No Assignment. These TAC constitute the entire agreement between you and BSI, govern your use of the BSI Services (including, but not limited to the BSI website(s)) and supersedes any prior version of these TAC and/or any agreement or understanding, oral or written, between you and BSI with respect to the BSI Services. These TAC may only be amended or terminated in a writing approved in writing by BSI.  Any new, other, or different terms supplied by you, including without limitation, those contained in purchase orders or confirmations issued by you, are specifically and expressly rejected by BSI and are null and void.  You may not assign, sublicense, delegate and/or transfer any right or obligation pursuant to these TAC and/or the BSI Services.  Without limiting the foregoing, you agree that your BSI account is non-transferable by you, including but not limited to any rights to your BSI ID or contents within your account. BSI may assign, sublicense, delegate and/or transfer any right or obligation pursuant to these TAC and/or the BSI Services, at any time to any person or entity, without notice to you.

Choice of Law/Forum/Non-consolidation/Statute of Limitations. You and BSI each agree that these TAC and the relationship between the you and BSI (and the BSI Indemnitees) shall be governed by the laws of the State of Illinois without regard to its conflict of law provisions and that any and all claims, causes of action or disputes (regardless of theory) arising out of or relating to these TAC, or the relationship between you and BSI and/or the BSI Services, shall be brought exclusively in the courts of competent jurisdiction located within Cook County, State of Illinois, USA. For purposes of this TAC and the BSI, you and BSI (i) agree to submit to the personal jurisdiction of the courts of competent jurisdiction located within Cook County, State of Illinois, USA, and (ii) agree to waive any and all objections to the exercise of jurisdiction over you and/or BSI by such courts and to venue in such courts. ANY CLAIM OR CAUSE OF ACTION AGAINST BSI WILL BE ADJUDICATED ON AN INDIVIDUAL BASIS AND WILL NOT BE CONSOLIDATED IN ANY PROCEEDING WITH ANY CLAIM OR CONTROVERSY OF ANY OTHER PARTY. You agree that regardless of any statute or law to the contrary, any claim or cause of action by you arising out of or related to the BSI Services and/or these TAC must be filed by you within one (1) year after such claim or cause of action arose or be forever barred.

Waiver and Severability of Terms. The failure of BSI to exercise or enforce any right or provision of these TAC shall not constitute a waiver of such right or provision. If any provision of these TAC is found by a court of competent jurisdiction to be invalid, you and BSI nevertheless agree that the court should endeavor to give effect to the intentions as reflected in the provision, and the other provisions of these TAC remain in full force and effect.

Force majeure. BSI shall not be liable for any failure or delay in its performance under these TAC or as relates to the BSI Services due to any cause beyond its reasonable control, including, but not limited to, acts of war, acts of terrorism, acts of God, earthquake, flood, embargo, riot, sabotage, labor shortage or dispute, governmental act, and/or failure of the Internet, and/or telecommunications carrier.

Survival. The definitions in these TAC, and the provisions of (i) Sections 1 (third sentence only) 2 (third paragraph only), 4 , 5 , 6, 7, 8, 9, 10, 11, 12, 13, 14 (third sentence of the second paragraph, and the complete third  paragraph only), 15, 16 (second and third sentences only), 17, 18, 19, 20, 21, 22, 23, 24,  25, 26 and 28 of the BSI TAC, and (ii) the Specialized Data TAC, survive any termination or expiration, if any, of these TAC and the license to and/or your access to, the BSI Services.

Headings. The section titles in these TAC are for convenience only and have no legal or contractual effect.

 

Copyright Or Intellectual Property Complaints

BSI respects the intellectual property of others. If you believe that your work has been copied in a way that constitutes copyright infringement, or your intellectual property rights have been violated, please provide us with the following information:

• a physical signature of the person authorized to act on behalf of the owner of the copyright or other intellectual property right;

• a description of the copyrighted work or other intellectual property that you claim has been infringed or violated;

• a description of where the material that you claim is infringing is located on our website;

• your address, telephone number, and email address;

• a statement by you that you have a good faith belief that the disputed use is not authorized by the copyright or intellectual property owner, its agent, or the law;

• a statement by you, made under penalty of perjury, that the above information in your notice is accurate and that you are the copyright or intellectual property owner or authorized to act on the copyright or intellectual property owner's behalf.

Please send the foregoing information to our agent for notice of claims of copyright or other intellectual property infringement at:

Copyright Agent:

Billing Solutions, Inc.

PO Box 1136

Glenview, IL 60025

 

29. Specialized Data TAC

BSI Terms and Conditions For Use of DPPA, SSA/QA, NOCA, FCRA, MVT, ABMS Data, HIPPA, Criminal Record Data, Additional Data, and Verification of Occupancy.

These terms and conditions (“Specialized Data TAC”) are for use of DPPA, SSA/QA, NOCA, FCRA, MVT, ABMS Data, HIPPA, Criminal Record Data, additional data, and Verification of Occupancy, all set forth below  in this Section 29 (collectively, “Specialized Data”). Unless specifically amended by these Specialized Data TAC, the BSI TAC control these Specialized Data TAC. In addition, unless otherwise defined in these Specialized Data TAC, capitalized or other terms defined in the BSI TAC have the same meaning in these Specialized Data TAC.        

a. GLBA Data. Some of the information contained in the BSI Services is “nonpublic personal information,” as defined in the Gramm-Leach-Bliley Act (15 U.S.C. § 6801, et seq.) and related state laws, (collectively, the “GLBA”), and is regulated by the GLBA (“GLBA Data”). You shall not obtain and/or use GLBA Data through the BSI Services, in any manner that would violate the GLBA, or any similar state or local laws, regulations and rules. You acknowledge and agree that you may be required to certify your permissible use of GLBA Data falling within an exception set forth in the GLBA at the time you request information in connection with certain BSI Services and you will recertify upon request by BSI. You certify with respect to GLBA Data received through the BSI Services that you comply with the Interagency Standards for Safeguarding Customer Information issued pursuant to the GLBA.

b. DPPA Data. Some of the information provided by you to third-parties, or received by you from third parties when you use the BSI  Services is “personal information,” as defined in the Drivers Privacy Protection Act (18 U.S.C. § 2721, et seq.) and related state laws, (collectively, the “DPPA”), and is regulated by the DPPA (“DPPA Data”). You shall not provide to third-parties, or receive from third parties, DPPA Data when using the Services in any manner that would violate the DPPA. You acknowledge and agree that you may be required to certify your permissible use of DPPA Data at the time you provide to third-parties, or received from third parties, DPPA when you use certain BSI Services, and you will so recertify upon request by BSI.

c. Social Security and Driver’s License Numbers. BSI When using BSI Services,  at your  to  request you may receive the United States Social Security Administration’s (“SSA”) Quality Assurance data (“QA Data”). If you are authorized by the SSA to receive QA Data, and if you receive QA Data from the SSA through the BSI Services, you certify that you will not use the QA Data for any purpose other than as expressly authorized by the SSA, as well as these Specialized Data TAC, the BSI TAC, and applicable Laws.   Without limiting and in addition to the foregoing, you agree that you will not permit QA Data you obtain from the SSA through the BSI Services to be used by an employee or contractor that is not an authorized as permitted by Law. You agree you will certify, in writing, your use of QA Data and recertify upon request. You may not transfer QA Data via email or ftp. However, you are permitted to transfer such information so long as: 1) a secured method (for example, sftp) is used, 2) transfer is not to any third party, and 3) such transfer is limited to such use as permitted under these TAC. At any time and for any or no reason your access to QA Data may be limited or discontinued.

d. National Change of Address (“NCOA”) Database. BSI is a licensee of the United States Postal Service’s (“USPS”) NCOALINK database (“NCOA Database”). The information contained in the NCOA Database is regulated by the Privacy Act of 1974 and may be used only to provide a mailing list correction service for lists that will be used for preparation of mailings. If you receive all or a portion of the NCOA Database from the USPS through the BSI Services, you hereby certify that you will not use such information for any other purpose. Prior to obtaining or using information from the NCOA Database, you agree to complete, execute and submit to the USPS through BSI Services the NCOA Processing Acknowledgement Form.

e. Fair Credit Reporting Act. The BSI Services provided, or information provided by third parties when you use the BSI Services,  are not provided by “consumer reporting agencies,” as that term is defined in the Fair Credit Reporting Act, (15 U.S.C. §1681, et seq.), (the “FCRA”), and do not constitute “consumer reports” as that term is defined in the FCRA. Accordingly, the BSI Services, or information you obtain from third parties when you use the BSI Services, may not be used in whole or in part as a factor in determining eligibility for credit, insurance, employment or another purpose in connection with which a consumer report may be used under the FCRA. Further, (A) you certify that you will not use any of the information you receive through the BSI Services to determine, in whole or in part an individual’s eligibility for any of the following products, services or transactions: (1) credit or insurance to be used primarily for personal, family or household purposes; (2) employment purposes; (3) a license or other benefit granted by a government agency; or (4) any other product, service or transaction in connection with which a consumer report may be used under the FCRA or any similar state statute, including without limitation apartment rental, check cashing, or the opening of a deposit or transaction account; (B) by way of clarification, without limiting the foregoing, you may use, except as otherwise prohibited or limited by these Specialized Data TAC or the BSI TAC, information received through the BSI Services for the following purposes: (1) to verify or authenticate an individual’s identity; (2) to prevent or detect fraud or other unlawful activity; (3) to locate an individual; (4) to review the status of a legal proceeding; (5) to collect a debt, provided that such debt collection does not constitute in whole or in part, a determination of an individual consumer’s eligibility for credit or insurance to be used primarily for personal, family or household purposes; or (6) to determine whether to buy or sell consumer debt or a portfolio of consumer debt in a commercial secondary market transaction, provided that such determination does not constitute in whole or in part, a determination of an individual consumer’s eligibility for credit or insurance to be used primarily for personal, family or household purposes; (C) specifically, if you are using the BSI Services (including receiving information from a third party when using the BSI Services) in connection with collection of a consumer debt on its own behalf, or on behalf of a third party, you shall not use the BSI Services: (1) to revoke consumer credit; (2) to accelerate, set or change repayment terms; or (3) for the purpose of determining a consumer’s eligibility for any repayment plan; provided, however, you may, consistent with the certification and limitations set forth in this Specialized Data TAC and the BSI TAC, use the BSI Services for identifying, locating, or contacting a consumer in connection with the collection of a consumer’s debt or for prioritizing collection activities; and (D) You shall not use any of the information you receive through the BSI Services to take any “adverse action,” as that term is defined in the FCRA.

f. MVR Data. If you are permitted to access Motor Vehicle Records (“MVR”) data (“MVR Data”) from third parties when using BSI Services, without in any way limiting your obligations to comply with all laws governing use of MVR Data, the following specific restrictions apply and are subject to change: (a) You shall not use any MVR Data provided to you by third parties when you use BSI Services, or portions of information contained therein, to create or update a file that you use to develop your own source of driving history information. (b) As requested by BSI or a third party through BSI, you shall complete any state forms that BSI or a third party when you use BSI is legally or contractually bound to obtain from you before providing you with MVR Data. (c) BSI and certain third-parties may conduct reasonable and periodic audits of your use of MVR Data. Further, in response to any audit, you must be able to substantiate the reason for each MVR Data order.

g. Retention of Records. For uses of GLBA Data, DPPA Data and MVR Data you shall maintain for a period of five (5) years a complete and accurate record (including, without limitation, consumer identity, purpose and, if applicable, consumer authorization) pertaining to every access to such data.

h. American Board of Medical Specialties (“ABMS”) Data. If you are permitted by ABMS to access ABMS Data when using BSI Services, you shall not use , nor permit others to use, ABMS Data for purposes of determining, monitoring, tracking, profiling or evaluating in any manner the patterns or frequency of physicians’ prescriptions or medications, pharmaceuticals, controlled substances, or medical devices for use by their patients.

i. HIPAA. You represent and warrant that you will not provide BSI with any Protected Health Information (as that term is defined in 45 C.F.R. Sec. 160.103) or with Electronic Health Records or Patient Health Records (as those terms are defined in 42 U.S.C. Sec. 17921(5), and 42 U.S.C. Sec. 17921(11), respectively) or with information from such records (collectively, “HIPPA”).

j. Criminal Record Data.  The criminal record data that may be provided as part of the BSI Services (“Criminal Record Data”) may include records that have been expunged, sealed, or otherwise have become inaccessible to the public since the date on which the data was last updated or collected.

k. Additional Data. Certain materials you receive from third parties through the BSI Services are subject to additional obligations and restrictions. Without limitation, these services include news, business information (e.g., Dun & Bradstreet reports), and federal legislative and regulatory materials. To the extent that you receive such materials from third parties through the BSI Services, you agree to comply with these Specialized Data TAC, the BSI TAC, any applicable Laws, and the General Terms and Conditions located at www.lexisnexis.com/terms/general.

l. Specialized Data Confidential Information.  For only the BSI Services in relation to Specialized Data, and without limiting any provision of the BSI TAC, You and BSI acknowledge that each of you and BSI may have access to confidential information of the other (the “Disclosing Party”) relating to the Disclosing Party’s business, including, without limitation, technical, financial, strategies and related information, computer programs, algorithms, know-how, processes, ideas, inventions (whether patentable or not), schematics, Trade Secrets (as defined below) and other information (whether written or oral), and in the case of BSI’s information, product information, pricing information, product development plans, forecasts, data contained in BSI Services, and other business information (“Specialized Data Confidential Information”).  Specialized Data Confidential Information shall not include information that: (i) is or becomes (through no improper action or inaction by the Receiving Party (as defined below)) generally known to the public; (ii) was in the Receiving Party’s possession or known by it prior to receipt from the Disclosing Party; (iii) was lawfully disclosed to Receiving Party by a third-party and received in good faith and without any duty of confidentiality by the Receiving Party or the third-party; or (iv) was independently developed without use of any Confidential Information of the Disclosing Party . Trade Secret” shall be deemed to include any information which gives the Disclosing Party an advantage over competitors who do not have access to such information as well as all information that fits the definition of “trade secret” set forth in the Official Code of Georgia Annotated § 10-1-761(4).  Each receiving party (“Receiving Party”) agrees not to divulge any Specialized Data Confidential Information of the Disclosing Party or information derived therefrom to any third-party and shall protect the confidentiality of the Specialized Data Confidential Information of the Disclosing Party with the same degree of care it uses to protect the confidentiality of its own confidential information and trade secrets, but in no event less than a reasonable degree of care.  Notwithstanding the foregoing, the Receiving Party may disclose Specialized Data Confidential Information of the Disclosing Party solely to the extent required by subpoena, court order or other governmental authority, provided that the Receiving Party shall give the Disclosing party prompt written notice of such subpoena, court order or other governmental authority so as to allow the Disclosing party to have an opportunity to obtain a protective order to prohibit or restrict such disclosure at its sole cost and expense.  Specialized Data Confidential Information disclosed pursuant to subpoena, court order or other governmental authority shall otherwise remain subject to the terms applicable to Specialized Data Confidential Information. Each party’s obligations with respect to Specialized Data Confidential Information shall continue for the term of the BSI TAC and for a period of five (5) years thereafter, provided however, that with respect Trade Secrets, each Party’s obligations shall continue for so long as such Specialized Data Confidential Information continues to constitute a Trade Secret. 

m. Specialized Data Limitation of Liability.  For only the BSI Services in relation to Specialized Data,  You agree that BSI’s aggregate liability for any and all losses or injuries arising out of any act or omission of BSI in connection with anything to be done or furnished relating to Specialized Data, regardless of the cause of the loss or injury, and regardless of the nature of the legal or equitable right claimed to have been violated, shall never exceed One Hundred Dollars ($100.00); and you covenant and promise that you will not sue BSI for an amount greater than such sum even if you  and/or third parties were advised of the possibility of such damages and that you will not seek punitive damages in any suit against BSI.

n. Specialized Data Force Majeure. For only the BSI Services in relation to Specialized Data, the Parties will not incur any liability to each other or to any other party on account of any loss or damage resulting from any delay or failure to perform all or any part of these Specialized Data TAC (except for payment obligations) to the extent such delay or failure is caused, in whole or in part, by events, occurrences, or causes beyond the control, and without the negligence of, the Parties. Such events, occurrences, or causes include, without limitation, acts of God, telecommunications outages, Internet outages, power outages, any irregularity in the announcing or posting of updated data files by the applicable agency, strikes, lockouts, riots, acts of war, floods, earthquakes, fires, and explosions.

o. Verification of Occupancy Only. For only that part of BSI Services that is Verification of Occupancy (“Verification of Occupancy”), BSI hereby agrees to protect, indemnify, defend, and hold harmless you from and against any and all costs, claims, demands, damages, losses, and liabilities (including attorneys' fees and costs) arising from or in connection with any third party claim that the Verification of Occupancy or data contained therein, when used in accordance with these TAC, infringe a United States patent or United States registered copyright, subject to the following: (i) you must promptly give written notice of any claim to BSI; (ii) you must provide any assistance which BSI may reasonably request for the defense of the claim (with reasonable out of pocket expenses paid by BSI); and (iii) BSI has the right to control the defense or settlement of the claim; provided, however, that the your shall have the right to participate in, but not control, any litigation for which indemnification is sought with counsel of your own choosing, at your own expense. Notwithstanding the foregoing, BSI will not have any duty to indemnify, defend or hold you harmless with respect to any claim of infringement resulting from (1) your misuse of the BSI Services; (2) your failure to use any corrections made available by BSI; (3) your use of the BSI Services in combination with any product or information not provided or authorized in writing by BSI; or (4) any information, direction, specification or materials provided by you or any third party. If an injunction or order is issued restricting the use or distribution of any part of Verification of Occupancy, or if BSI determines that any part of the Verification of Occupancy is likely to become the subject of a claim of infringement or violation of any proprietary right of any third party, BSI may in its sole discretion and at its option (A) procure for you the right to continue using Verification of Occupancy, (B) replace or modify the Verification of Occupancy so that it becomes non-infringing, provided such modification or replacement does not materially alter or affect the use or operation of the Verification of Occupancy; or (C) terminate the Verification of Occupancy and refund any fees relating to the future use of the Verification of Occupancy.  The foregoing remedies constitute your sole and exclusive remedies and BSI’s entire liability with respect to infringement claims or actions in relation to Verification of Occupancy.  

 

These TAC were last updated April 12, 2018.