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-C 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.
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.
Purposely omitted for Social Services Verifiers
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.
“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.
Purposely omitted for Social Services Verifiers
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.
Purposely omitted for Social Services Verifiers.
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 August 14, 2023.