BankVOD Terms and
Conditions
1. WELCOME/
PROVISION OF SERVICES: Billing
Solutions, Inc. d/b/a BankVOD ("BankVOD"
or “we”, “us” and/or “our”)
welcomes you. “You”, “your”, and “yourself” means you, the Individual using the BankVOD Services,
and, jointly and severally, the entity or organization that is using the BankVOD
Services through or because of you. BankVOD provides access to the various
services of BankVOD, including, without limitation, Verification of Deposit
(VOD), Mortgage Quality Control/ Re-Verification (QCA), Business Inquiry
(BI), IRS Income Verification Express Service (4506-C Tax Transcripts),
Digital Asset Verification (VOA), Employment Verification & Income (EVI),
Verification of Occupancy, (VOO), Liens & Judgement, HUD Verification,
Medicaid Verification, Medicare Verification, the
Specialized Data Services set forth in Section 34 below, this or any other
website, link or portal of BankVOD, any content, forms, advertisements, and
communications from BankVOD, (such as, but not limited to service
announcements, administrative messages, and the BankVOD newsletter), and any additional
services BankVOD provides, now or in the future (collectively, “BankVOD Services”).
2. MODIFICATIONS
TO OR DISCONTINUANCE OF BANKVOD SERVICES
BankVOD reserves the
right at any time and from time to time to modify, alter, redesign, or discontinue, temporarily or permanently, the BankVOD
Services (or any part thereof) with or without notice. This may include,
without limitation, modifying or redesigning the organization, specifications,
structure, and/or appearance of the BankVOD Service, BankVOD website(s), and/or
any location where your information/Content may be displayed.
BANKVOD SHALL NOT BE
LIABLE TO YOU (DEFINED BELOW) OR TO ANY THIRD PARTY FOR ANY MODIFICATION,
SUSPENSION OR DISCONTINUANCE OF THE BANKVOD SERVICES, OR ANY PART THEREOF.
3. THESE TERMS AND CONDITONS / ACCEPTANCE /
GUIDELINES. BankVOD Services and use of this or any other
website, link and/or portal of BankVOD are subject to these Terms and
Conditions (“Terms") You can
review the most current version of these Terms at any time at www.bankvod.com, or such other location as we may designate. BY ACCESSING THE BANKVOD SERVICES, AND/OR
BY COMPLETING THE ENROLLMENT PROCESS AND CLICKING THE "I ACCEPT"
BUTTON, AND/OR IN CONSIDERATION OF YOUR USE OF THE BankVOD SERVICES YOU
ACCEPT AND AGREE TO BE BOUND BY THE TERMS AND PROVISIONS OF THESE TERMS. In
addition, when using BankVOD Services you shall be subject to any posted
guidelines or rules applicable to such services, or changes to these Terms, which
may be posted and modified from time to time, without notice to you. BankVOD, solely at its option, may provide
notice of such guidelines and rules, and changes to these Terms, by email or
other means it deems appropriate, as further set forth in Section 33 below of
these Terms. 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 Terms. Your continued use of the BankVOD Service following
BankVOD’s changes or notice or posting will constitute your acceptance of such
changes. It is your responsibility to check regularly for changes to these Terms
and ensure that any contact information you provide to BankVOD is updated and
correct. After you have enrolled for the BankVOD Service, as noted below, if
these Terms or any future changes are unacceptable to you, your sole remedy is
to cancel your participation in the BankVOD Service.
4. ACCESS
AND CREDENTIALING. You acknowledge and
understand that BankVOD will only allow you access to the BankVOD Services if
you abide by, and continue to abide by, all the provisions of these terms, and
if your credentials can be verified in accordance with BankVOD’s internal
credentialing procedures. If at any time you no longer meet BankVOD’s criteria
for providing BankVOD Services, BankVOD may immediately limit or terminate your
access to BankVOD Services.
You are responsible for
obtaining access to the BankVOD 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 BankVOD Services.
You understand and agree that the technical
processing and transmission of the BankVOD 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
5. ACCOUNT, PASSWORD, AND ACCOUNT / PASSWORD SECURITY
You will receive a
password and account designation upon completing the BankVOD 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 BankVOD
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. BANKVOD CANNOT AND WILL NOT BE LIABLE FOR ANY
LOSS OR DAMAGE ARISING FROM YOUR FAILURE TO COMPLY WITH THIS SECTION 5.
6. REPRESENTATIONS AND WARRANTIES BY YOU. You represent and warrant you are binding jointly
and severally to these Terms the entity or organization that is using the BankVOD
Services through or because of you. This
means both you and such entity or organization are responsible for
complying with these Terms, and carrying
out the obligations set forth in these Terms. You also 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 BankVOD Services as a consumer,
but as a business, (iii) you have the power and authority to enter into and
perform under these Terms, and you are not a person (or an entity, and/or
representing an entity) barred from receiving the BankVOD Services under the
laws of the United States or other applicable jurisdiction, (iv) you understand
and agree that BankVOD Services are prohibited to be used, or relate to
residents, outside of the United States, (v) your use of a BankVOD Service is
solely for lawful purposes, (iv)you will not reverse engineer, disassemble,
reconstruct, decompile, copy, or create derivative works of any BankVOD
Service, or any aspect or portion thereof, (vii) you will not alter or remove
any identification, trademark, copyright, or other notice from any aspect of
the BankVOD Services, and (viii) the information you provide to BankVOD, and/or
any act or omission by you relating to the BankVOD Services: (a) do not violate
any applicable law, statute, directive, ordinance, treaty, contract, rule, and/or
regulation, or BankVOD 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, and (d) are not false, deceptive, misleading, unethical,
defamatory, libelous, or threatening, and (e) do not (as determined by BankVOD)
reflect poorly on or tarnish the business, reputation or goodwill of BankVOD.
7. BILLING AND PAYMENT.
There are two (2) methods to pay for BankVOD
Services:
A. Invoice.
BankVOD may invoice BankVOD 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 thirty days
(30) 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 BankVOD
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
BankVOD discontinues accepting your credit/debit card, you preauthorize for
billing your credit/debit card and you authorize BankVOD to retain your
credit/debit card information. BankVOD 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 BankVOD 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 BankVOD Services. Without limiting the foregoing, BankVOD
reserves the right to charge a tax recovery fee to recover the cost/Tax
incurred, and/or to transport your document(s) across our telecommunications
and/or Internet infrastructure. This fee can be charged on a per invoice basis,
or otherwise.
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 BankVOD at our address as set forth
on the applicable BankVOD 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.
8. YOUR INFORMATION AND DATA, AND ACTS AND
OMISSIONS BY YOU. You 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.
In addition, you
represent, warrant, and covenant that: (i) ) all information you provide to BankVOD
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 BankVOD data, information, systems and/or
equipment, and (iii) submission of information by you to BankVOD 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).
9. INFORMATION PERTAINING TO YOUR CUSTOMERS. PROPER AUTHORIZATION AND NOTICE. RETENTION
AND DELETION. You shall process personal or other Information of your customers or clients with
BankVOD only as necessary (i) for the purposes of performing your obligations
under these Terms, and (ii) only in accordance with your customer’s or client’s
signed (electronic or otherwise) documented instructions, consent,
authorization and/or and approval; and
in compliance with Laws. The foregoing customer’s or client’s signed
(electronic or otherwise) documented instructions, consent, authorization
and/or and approval includes the collection, use, transfer, storage (if any)
and processing (as set forth in BankVOD’s
privacy policy) of this information and Your Data by and to BankVOD and its
subsidiaries, affiliates, and/or contractors, and the receipt of this
information and Your Data by BankVOD from contractors of BankVOD, such as
financial or other institutions and government organizations.
You shall
inform your customer or client of any applicable legal requirement before
processing.
Unless a shorter period
is required by Law, You agree to retain all records and/or documentation relating
to BankVOD or BankVOD Services for seven (7) years from the date of your last
use of BankVOD Services. Promptly upon
request, but no later than ten (10) days after request from BankVOD, you shall
provide any such records and/or documentation to BankVOD.
In accordance with and
if required by, applicable laws, upon receipt of a request from BankVOD, you
shall immediately (i) remove from all your systems personal information you
received from BankVOD, and confirm such in writing to BankVOD, and (ii)
identify to BankVOD any third–parties to whom you provided such information,
.It shall not be implied from the immediate preceding sentence that you have
the right to provide person information you received from BankVOD to third-
parties.
You also agree to abide
by all the provisions of the California Consumers Protection ACT (“CCPA”), and any other law or ordinance
in any jurisdiction requiring notice of retention of consumer personal
information and the ability to have that information deleted.
10. LICENSES / USE OF INFORMATION.
Subject
to applicable Law, you grant to BankVOD a fully paid-up, royalty free,
perpetual, worldwide, irrevocable, transferable, sublicensable, license to
utilize your information, data and Content (defined below), and the data of
your customers or clients that you provide to us, for any purpose, including,
without limitation in connection with the BankVOD’s Services, such as to
provide to financial institutions or government organizations, and also for
BankVOD’s internal use, or that of its subsidiaries, affiliates and/or
contractors.
Subject
to applicable Law, and subject to these Terms, BankVOD grants to you a
restricted, limited, revocable, non-transferable, non-sublicensable license to
use the BankVOD Services solely for your own internal business purposes in
relation to the applicable consumer to whom your information or data relates, only
for the purposes for which the information was provided to you, and also in
connection with the BankVOD Services. This license terminates upon your no
longer having an account with BankVOD, BankVOD no longer providing BankVOD
Services to you, or BankVOD revoking this license.
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 BankVOD
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), nor shall you publish such information.
11. BankVOD
PRIVACY POLICY
a. Your Data and certain
other information about you or your clients and customers are subject to our
applicable privacy policy. For more information, see the full BankVOD Privacy
Policy at http://bankvod.com/privacy.html, or such other location
as we may designate.
b. California
Consumers Protection Act (CCPA) and similar laws/rules.
The California Consumers Protection Act (CCPA)
requires under certain circumstances consumers to receive notification as to
where their information resides and that it be deleted. BankVOD is not subject to the California
Consumers Protection Act (CCPA). Notwithstanding,
if required by the CCPA or similar law, rule or regulation, you shall be in
compliance with the CCPA and any other similar law, rule or regulation,
including, without limitation, if required by law, permitting consumers to
receive notification as to where their information resides and that it be
deleted. If it is necessary in this
regard, in relation to the CCPA or any similar law, rule or regulation, for you
to contact BankVOD, you should do so at [email protected], and BankVOD shall respond as required by law.
If you are a consumer
or customer or client of an enrolled user of BankVOD Services, and feel you
have rights under the CCPA or similar laws, rules, or regulation, please
contact that enrolled user of BankVOD directly.
BankVOD has no consumer customers.
c. No Children /Minors. BankVOD
Services do not involve children, and anyone under the age of 18 is prohibited
from using BankVOD Services.
12.
RESTRICTIONS AS TO INFORMATION / SECURITY / SECURITY EVENT.
You
acknowledge that the information available through the BankVOD 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 BankVOD
Services to those of your 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 BankVOD Services for personal reasons, or
(ii) transfer any information received through the BankVOD Services to any
party except as permitted by these Terms; (c) in addition to any obligations
under these Terms, take all measures to prevent unauthorized access to, or use
of, the BankVOD 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 BankVOD Services; (e) be capable of receiving the BankVOD
Services where the same are provided utilizing “secure socket layer,” or such
other means of secure transmission as is deemed reasonable by BankVOD; (f) not
access and/or use the BankVOD Services via mechanical, programmatic, robotic,
scripted or other automated search means, other than through batch or
machine-to-machine applications approved in writing by BankVOD; and (g) take
all steps to protect your networks and computer environments, or those used to
access the BankVOD 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 Terms. You
will implement policies and procedures to prevent unauthorized use of information
or data received through BankVOD Services, and you will immediately notify BankVOD,
in writing to BankVOD, if you suspect, or have reason to believe or confirm
that information or data received or derived, directly or indirectly, from BankVOD
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 Terms. WITHOUT LIMITING
ANY OTHER PROVISION OF THESE Terms, YOU SHALL REMAIN SOLELY LIABLE FOR ALL
COSTS ASSOCIATED WITH THE FOREGOING, AND SHALL FURTHER REIMBURSE BANKVOD FOR
ANY EXPENSES IT INCURS DUE TO YOUR FAILURE TO PREVENT IMPERMISSIBLE USE OR
ACCESS OF BANKVOD SERVICES, AND/OR ANY INFORMATION OR DATA RECEIVED OR DERIVED,
DIRECTLY OR INDIRECTLY, FROM BANKVOD 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 BankVOD 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 acknowledge 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 BankVOD in writing that a Security Event has occurred,
and at BankVOD’s written request or if required by Law, you shall notify the
individuals whose information was potentially accessed or acquired that a
Security Event has occurred, and as may be required by BankVOD or applicable
Law, you shall also notify any other parties (including but not limited to
regulatory entities and credit reporting agencies).BankVOD. You agree that
unless required by applicable Law, such notifications (to individuals or third
parties) shall not reference BankVOD or the product through which the data was
provided, nor shall BankVOD or BankVOD Services be otherwise identified or
referenced in connection with the Security Event, without BankVOD’s express
written consent and approval of the wording of such notification; provided that
if applicable Law requires that BankVOD or BankVOD Services be mentioned, the
language of such shall not be made only
with the prior written approval of Bank VOD. . 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 Terms, to
the extent that any claims are brought against BankVOD in relation to a
Security Event, you shall indemnify BankVOD from such claims. You shall immediately and fully respond to BankVOD
information or data request in relation to a Security Event. Without limiting
any provision of these Terms, in the event of a Security Event, BankVOD may, in
its sole discretion, take immediate action, including suspension or termination
of your access to BankVOD Services, without further obligation or liability of
any kind.
13. CONTENT
/ LINKS
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. Content may include
links in BankVOD
Services to other Internet sites (including, without limitation, web or mobile)
of third-parties. THIS MEANS THAT YOU, AND NOT BANKVOD, ARE ENTIRELY
RESPONSIBLE FOR ALL CONTENT THAT YOU UPLOAD, POST, EMAIL, TRANSMIT OR OTHERWISE
MAKE AVAILABLE VIA THE BANKVOD SERVICES, EVEN IF ON A FORM OR MEDIA PROVIDED BY
BANKVOD OR OTHERS. BANKVOD DOES NOT CONTROL THE CONTENT PROVIDED BY AND/OR
POSTED BY YOU OR ANYONE ELSE VIA THE BANKVOD SERVICES. IN ADDITION, YOU
ACKNOWLEDGE AND AGREE THAT BANKVOD IS NOT RESPONSIBLE FOR THE AVAILABILITY OF
EXTERNAL SITES, RESOURCES OR LINKS ON OR IN BANKVOD SERVICES, AND BANKVOD 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 BANKVOD 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).
The forms provided by BankVOD
are subject to the input of government entities, financial institutions,
employers, and/or other third parties, and, as such, BankVOD does not warrant
and/or guarantee the accuracy, integrity or quality of such Content and/or
forms. BankVOD does not claim ownership of Content you or parties other than BankVOD
submit or make available for inclusion on the BankVOD Services.
With respect to Content
you submit or make available on in relation to BankVOD Services, including but
not limited to any BankVOD website, you grant BankVOD 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 BankVOD Services, including without limitation, incorporating your Content into other works in
any format or medium now known or later developed.
Any reproduction,
publication, distribution or public exhibition of the materials provided on the
BankVOD Services, in whole or in part, by you, not authorized by BankVOD in
writing, is strictly prohibited.
You acknowledge that BankVOD
may or may not pre-screen Content, but that BankVOD 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 BankVOD Services or
provided via the BankVOD Services. Without
limiting the foregoing, BankVOD and its designees shall have the right to
remove any Content that violates these Terms or, in BankVOD’s sole opinion, is
otherwise objectionable.
You understand that the BankVOD
Services and software embodied within the BankVOD 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 BankVOD and/or content providers who
provide content to the BankVOD Services. You shall not attempt to override or
circumvent any of the usage rules embedded into, or otherwise with, the BankVOD
Services.
UNDER NO CIRCUMSTANCES
WILL BANKVOD 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 BANKVOD SERVICES. CONTENT IS PROVIDED BY BANKVOD “AS IS” AND
“AS AVAILABLE”.
YOU AGREE THAT YOU MUST
EVALUATE, AND BEAR ALL RISKS ASSOCIATED WITH CONTENT.
14.
BANKVOD DISCLOSURE OF CONTENT. You acknowledge, consent and agree that BankVOD
may access, preserve and disclose your account information, Your Data, and/or
Content if required to do so by law or if BankVOD has a good faith belief that
such access, preservation or disclosure is reasonably necessary to: (i) comply
with legal process; (ii) enforce these Terms; (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 BankVOD 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 BankVOD, its users and/or the public.
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 BankVOD 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 BANKVOD
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 BANKVOD SERVICES.
16.
YOUR CONTRIBUTIONS TO BANKVOD.
By submitting ideas,
suggestions, documents, and/or proposals ("Contributions") to BankVOD 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) BankVOD is not under any obligation of confidentiality,
express or implied, with respect to the Contributions; (c) BankVOD 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) BankVOD
may have something similar to the Contributions already under consideration or
in development; (e) your Contributions automatically become the property of BankVOD
without any obligation of BankVOD to you; and (f) you are not entitled to any
compensation or reimbursement of any kind from BankVOD for the Contributions,
or otherwise, under any circumstances.
17. YOUR
COMPLIANCE WITH LAW. You shall not intentionally
or unintentionally violate any applicable local, state, national or
international law, ordinance, order, and/or regulation;
18. YOUR
CONDUCT. You agree to not use the BankVOD
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, BankVOD, another person or
entity utilizing (or allegedly utilizing) BankVOD 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 BankVOD 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, privacy 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 BankVOD 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 BankVOD Services or servers or networks connected to the BankVOD
Services, or disobey any requirements, procedures, policies or regulations of BankVOD
and/or the networks connected to the BankVOD Services;
k. 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;
l. "stalk"
or otherwise harass another; and/or
m.
collect or store personal data about other users of the BankVOD Services and/or
the BankVOD Services.
You will not create
profile of users of BANKVOD Services, or market to users of BankVOD
Services.
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 BankVOD websites, BankVOD systems, BankVOD 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 BankVOD websites
(including using any device, software, or routine to accomplish that goal),
(iii) interfere or attempt to interfere with the proper working of the BankVOD
websites, BankVOD Services, and/or BankVOD systems, (iv) use or combine the BankVOD
websites, BankVOD Services and/or BankVOD systems with software which creates
any obligation with respect to BankVOD contrary to these Terms, or grant to any
third party any rights to, or immunities in relation to BankVOD’s intellectual
property or proprietary rights.
19. NO COMMERCIAL REUSE OF BANKVOD SERVICES/ NO
CIRCUMVENTION / NO COMPETITION AGAINST BankVOD.
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 BankVOD Services (including but not limited to Content,
advertisements, software, web design, data and/or information received
therefrom, and/or your BankVOD ID). In addition, you shall not circumvent your
or another person’s or entity’s use of the BankVOD 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 BankVOD Service to compete, directly or indirectly, against BankVOD.
20. INTERSTATE NATURE OF COMMUNICATIONS ON THE BANKVOD
WEBANKVODTE AND WITH BANKVOD.
When you access, utilize
and/or enroll with BankVOD, you acknowledge that in using the BankVOD Services
to send electronic communications you will be causing communications to be sent
through BankVOD's computer networks, portions which may be located in various
locations in the United States. As a result, and also as a result of BankVOD'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 Terms, you acknowledge that use of the service results in interstate data
transmissions.
21. 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 BankVOD Services and transfer
and posting of data to BankVOD and/or via the BankVOD 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 BankVOD
Services to parties identified on such lists; (b) agree not to use the BankVOD
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 BankVOD 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 BANKVOD 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.
22.
GENERAL PRACTICES REGARDING USE AND STORAGE
You acknowledge that BankVOD
may establish general practices and limits concerning use of the BankVOD
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 BankVOD Services, the maximum number of email messages
that may be sent from or received by an account or otherwise on the BankVOD
Services, the maximum size of any email message that may be sent from or
received by an account or otherwise on the BankVOD Services, the maximum disk
space, if any, that will be allotted on BankVOD'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 BankVOD Services in a given period of time.
YOU AGREE THAT BANKVOD 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 BANKVOD AND/OR THE BANKVOD
SERVICES. You acknowledge that BankVOD reserves the right to log off accounts,
or the equivalent of accounts, that are inactive. You further acknowledge that BankVOD
reserves the right to modify these general practices and limits at any time
without notice.
23.
TERMINATION
You may terminate your BankVOD
account, any associated email address and access to the BankVOD Services by
submitting such termination request to BankVOD. Upon receipt of such request, BankVOD
will terminate your account, any associated email address and access to the BankVOD
Services, if and when BankVOD deems it appropriate, in its sole discretion.
You agree that BankVOD
may, without prior notice, immediately terminate, limit your access
to or suspend your BankVOD account and access to the BankVOD 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 Terms or other incorporated agreements or guidelines, (b) requests by law
enforcement, other government agencies, or third parties, (c) discontinuance or
material modification to the BankVOD 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 BankVOD, (g) nonpayment of any fees owed by you in connection
with the BankVOD 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 BankVOD's sole
discretion and that BANKVOD 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 BankVOD SERVICES.
Termination of your BankVOD
account, any associated email address, and/or access to the BankVOD 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 BankVOD 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 BankVOD
Services, including but not limited to this website(s).
BankVOD may require reactivation
charges to renew any BankVOD 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 Terms and/or
to BankVOD prior to and/or after termination, including, but not limited to any
applicable cancellation fee(s).
24. CONFIDENTIALITY.
“Confidential
Information” means any and all information disclosed to you by BankVOD, 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 BankVOD, (ii) becomes publicly known and made generally
available after disclosure to you by BankVOD other than through your action or
inaction, or (iii) is in your possession, without confidentiality restrictions,
prior to the time of disclosure by BankVOD, as shown by your files and records.
You shall 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 BankVOD
Services and for the purpose for which such Confidential Information is
disclosed to you, and in accordance with these Terms and applicable Law,
provided that the person or entity to whom Confidential Information is 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 provide BankVOD prompt written notice of such requirement prior
to such disclosure, (2) at BankVOD’s request, you assist BankVOD 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 BankVOD’s personal property, and all documents,
electronic media, and other items containing or relating to any Confidential
Information must be delivered to BankVOD, destroyed, or uninstalled immediately
upon BankVOD’s request, or, unless otherwise stated in these Terms upon
termination of your use or access to BankVOD Services.
25. PRESS RELEASE / PUBLIC STATEMENTS.
You shall 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 Terms,
the BankVOD Service, your use and/or
access to the BankVOD Services, BankVOD, and/or a BankVOD Indemnitees, without BankVOD’s
prior written consent in each instance.
26. BankVOD’S
PROPRIETARY RIGHTS.
You acknowledge and
agree that the BankVOD Services and any software used in connection with the BankVOD
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 BankVOD
Services or by advertisers, including, but not limited to the forms provided by
BankVOD, is protected by copyrights, trademarks, service marks, patents or
other proprietary rights and laws. Except as expressly permitted by applicable
law or as authorized in a signed writing by BankVOD or the applicable licensor
(such as an advertiser), you agree not to modify, rent, lease, loan, sell,
distribute, transmit, transfer, broadcast, publicly perform or create
derivative works based on the BankVOD 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 Terms do not transfer from BankVOD to you any BankVOD
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 BankVOD or BankVOD’s third-party providers, and are
the sole property of BankVOD or BankVOD’s third party providers. You shall immediately
notify BankVOD in writing of any threatened or actual infringement of the
foregoing. Any rights not expressly granted in these Terms
are reserved by BankVOD, and all implied licenses are disclaimed. You
hereby assign and transfer to BankVOD any and all rights in any of the
foregoing intellectual property, either presently existing or hereinafter
arising, and agree to take such actions and execute such documents /
instruments as BankVOD may reasonably request to secure such rights for
BankVOD. You
will not attempt to prohibit or enjoin BankVOD at any time from utilizing any
property of BankVOD, and/or any skills or knowledge
(including, but not limited to that of a general nature) that BankVOD acquires
during the course of providing BankVOD Services. BankVOD may be required to
disclose information to individuals asserting rights under the Digital
Millennium Copyright Act or otherwise, and you expressly authorize BankVOD 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 BankVOD Services by any means other
than through the interface that is provided by BankVOD for use in accessing the
BankVOD Services. In addition, you shall
use
materials, information and/or data received through the BankVOD Services in a
manner consistent with BankVOD's and the applicable BankVOD third party
provider’s interests, and these Terms. , and such third party data provider may
use such data for any purpose consistent with applicable Laws and these Terms.
27.
TRADEMARKS.
a.
BankVOD Trademarks. You agree that all of BankVOD’s trademarks, trade names,
service marks, logos and other BankVOD brand features, and product and service
names of BankVOD, are trademarks and the property of BankVOD (the "BankVOD Marks"). Without BankVOD's
signed written prior permission in each instance, you agree not to display or
use in any manner the BankVOD Marks.
b.
Your Trademarks. You agree that BankVOD
may use your trade name(s), as needed, to effectuate the BankVOD Services.
28.
DISCLAIMER OF WARRANTIES.
a. YOU
EXPRESSLY UNDERSTAND AND AGREE THAT:YOUR USE OF THE BankVOD SERVICES, INCLUDING
BUT NOT LIMITED TO ANY WEBSITE(S) RELATED THERETO, IS AT YOUR SOLE RISK. THE BankVOD
SERVICES AND WEBSTTE(S) ARE PROVIDED ON AN "AS IS" AND "AS
AVAILABLE" BASIS. BankVOD, 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 BankVOD
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.
BankVOD 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 BankVOD SERVICES,
INCLUDING BUT NOT LIMITED TO ITS WEBSITES, OR SOFTWARE, (I) WILL MEET YOUR
REQUIREMENTS; (ii) WILL BE INTERRUPTED, TIMELY, SECURE OR ERROR-FREE, AND YOU
AGREE THAT BankVOD SERVICES ARE NOT THE SOURCE OF DATA, NOR ARE BankVOD
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 BankVOD
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 BankVOD SERVICES, INCLUDING BUT NOT LIMITED TO THE BankVOD WEBSITE(S),
AND/OR SOFTWARE WILL MEET YOUR EXPECTATIONS; AND (v) ANY ERRORS IN THE BankVOD
SERVICES AND/OR SOFTWARE WILL BE CORRECTED.
c.
ANY MATERIAL DOWNLOADED
OR OTHERWISE OBTAINED THROUGH THE USE OF THE BankVOD 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 BankVOD 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 BankVOD SERVICES, INCLUDING BUT NOT LIMITED TO THE BankVOD
WEBSITE(S), AND/OR SOFTWARE, SHALL CREATE ANY WARRANTY FROM SUCH PERSON OR
ENTITY OR OTHERWISE.
29.
INDEMNITY.
You agree to indemnify and hold BankVOD, 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 “BankVOD Indemnitees”) harmless from any and all liabilities, claims,
demands, costs, liabilities, expenses and taxes 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 BankVOD
Services, (ii) your use of the BankVOD Services, (iii) information and/or data
you provide to or receive through the BankVOD Services, (iv) your connection to
the BankVOD Services, (v) a Security Event, (vi) any breach of these Terms, (vi) your obligations set forth
in these Terms, (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”). BankVOD shall control the defense and
settlement of any Claim. Without
limiting the foregoing, you shall not approve any settlement or disposition of
any Claim without the prior written consent of BankVOD, which consent may be
withheld for any or no reason.
30. LIMITATION
OF LIABILITY.
WITHOUT LIMITING ANY
OTHER PROVSION OF THESE TERMS WHICH LIMITS BankVOD’S LIABILITY, YOU EXPRESSLY
UNDERSTAND AND AGREE THAT BankVOD, ITS SUSIDIARIES 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 BankVOD 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 BankVOD AND/OR A BankVOD
INDEMNITEE HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES), (II) EXCEPT TO
THE EXTENT PROBIBITED BY LAW, 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 BankVOD
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 WHERE LIMIATION OF LIABILITY OF BANKVOD IS SET
FORTH ELESWHERE IN THESE TERMS, AND (VI) WITHOUT LIMITING THE FOREGOING, SHALL ONLY
BE LIABLE TO YOU FOR DIRECT DAMAGES ONLY FOR ITEMS NOT SET FORTH IN THIS
SECTION,IN THE AMOUNT OF FEES YOU HAVE ACTUALLY PAID TO BankVOD FOR THE BankVOD
SERVICE OR PART THEREOF WHICH IS THE SUBJECT OF YOUR CLAIM. YOU COVENANT AND PROMISE
THAT IT WILL NOT SUE BankVOD FOR AN AMOUNT GREATER THAN SUCH SUM EVEN IF YOU
AND/OR THIRD PARTIES WERE ADVISED OF THE POSSIBILITY OF SUCH GREATER DAMAGES.
31. AUDIT.
You
understand and agree that in order to ensure compliance with certain Laws,
these Terms, BankVOD’s obligations under its contracts with its third party providers,
and BankVOD’s internal policies, BankVOD may (or have a third party) conduct
periodic reviews of your use of the BankVOD Services and may, upon reasonable notice,
audit your records, processes and procedures related to your use, storage and
disposal of BankVOD 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 BankVOD or otherwise. Violations
discovered in any review and/or audit by BankVOD will be subject to immediate
action including, but not limited to, suspension or termination of the use of BankVOD
Services, reactivation fees, indemnification, legal action, and/or referral to
federal or state regulatory agencies.
32. EMPLOYEE /
CONTRACTOR TRAINING. Prior to allowing
access to BankVOD Services, you shall train new employees and contractors as to
your obligations under these Terms, including, but not limited to, the
licensing requirements, restrictions, and security requirements set forth herein.
You shall conduct a similar review of your obligations under these Terms with
existing employees and contractors who have access to BankVOD Services no less
than annually. Unless a shorter period
is required by Law, You
shall keep records of such training and reviews for seven (7) years after
termination of your use of BankVOD Services or these Terms.
33. GENERAL
Entire Agreement/No
Assignment. These Terms constitute
the entire agreement between you and BankVOD, govern your use of the BankVOD
Services (including, but not limited to the BankVOD website(s)), and supersedes
any prior version of these Terms and/or any agreement or understanding, oral or
written, between you and BankVOD with respect to the BankVOD Services. These Terms
may only be amended or terminated in a writing approved in writing by BankVOD. 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 BankVOD
and are null and void. You may not assign, sublicense, delegate and/or
transfer any right or obligation pursuant to these Terms and/or the BankVOD
Services, and such assignment, sublicense, delegation and/or transfer is null
and void. Without limiting the foregoing, you agree that your BankVOD
account is non-transferable by you, including but not limited to any rights to
your BankVOD ID or contents within your account. BankVOD may assign,
sublicense, delegate and/or transfer any right or obligation pursuant to these Terms
and/or the BankVOD Services, at any time to any person or entity, without
notice to you.
Choice of Law / Forum
/ Non-consolidation / Statute of Limitations / Recovery of Costs. You and BankVOD each agree that these Terms
and the relationship between the you and BankVOD (and the BankVOD 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 Terms, or
the relationship between you and BankVOD and/or the BankVOD Services, shall be
brought exclusively in the courts of competent jurisdiction located within Cook
County, State of Illinois, USA. For purposes of these Terms and the BankVOD,
you and BankVOD (i) agree to waive any and all objections to the exercise of
jurisdiction over you and/or BankVOD by the foregoing courts and to venue in
such courts. ANY CLAIM OR CAUSE OF ACTION AGAINST BankVOD 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 BANKVOD SERVICES AND/OR THESE TERMS MUST BE FILED BY YOU
WITHIN ONE (1) YEAR AFTER SUCH CLAIM OR CAUSE OF ACTION ARISES OR BE FOREVER
BARRED. In addition, you agree to pay all costs including attorney’s fees,
collection costs and court costs we incur in enforcing these Terms, and/or any
provision thereof, including, without limitation, through any appeal.
Waiver and Severability
of Terms. The failure of BankVOD
to exercise or enforce any right or provision of these Terms shall not
constitute a waiver of such right or provision. If any provision of these Terms
is found by a court of competent jurisdiction to be invalid, you and BankVOD
nevertheless agree that the court should endeavor to give effect to the
intentions as reflected in the provision, and the other provisions of these Terms
shall remain in full force and effect.
Force majeure. BankVOD shall not be liable for any failure or delay in its
performance under these Terms or as relates to the BankVOD 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, pandemic and/or failure
of the Internet, and/or telecommunications carrier.
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 Terms. These Terms or your use of the BankVOD Services will
not establish any relationship of partnership, joint venture, employment,
franchise, or agency between BankVOD and you. Neither BankVOD 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 Terms.
Notice.
BankVOD may provide you
with notices, including those regarding changes to these Terms, including by,
but not limited to, email, regular mail, SMS, MMS, text message, postings on
the BankVOD 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 BankVOD may not be received if you violate these Terms by
accessing the BankVOD Services in an unauthorized manner. Your agreement to
these Terms constitutes your agreement that you are deemed to have received any
and all notices that would have been delivered had you accessed the BankVOD
Services in an authorized manner.
Survival. The definitions in these Terms, and the provisions of Sections 2
(second paragraph only), 4 (fourth sentence only), 5, 6, 7, 8 (second paragraph
only), 9 through 19, 24 through 31, 32 (last sentence only), 33 and 34 of these
Terms survive any termination or expiration, if any, of these Terms and your
license to and/or your access to the BankVOD Services.
Headings. The section titles in these Terms are for convenience only and
have no legal or contractual effect.
Copyright Or Intellectual Property Complaints
BankVOD 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
34. SPECIALIZED DATA TERMS
BankVOD
Terms and Conditions For Use of DPPA, SSA/QA, NOCA, FCRA, MVT, ABMS Data,
HIPPA, Criminal Record Data, Additional Data, and Verification of Occupancy.
The terms and
conditions in this Section 34 (“Specialized
Data Terms”) are for use of DPPA, SSA/QA, NOCA, FCRA, MVT, ABMS Data,
HIPPA, Criminal Record Data, additional data, and Verification of Occupancy (collectively,
“Specialized Data”). Unless specifically amended by these Specialized
Data Terms, the remaining BankVOD Terms (Sections 1-33 of these Terms) control
these Specialized Data Terms and Specialized Data. In addition, unless otherwise defined in these
Specialized Data Terms, capitalized or other terms defined in the BankVOD Terms
(Sections 1-33 of these Terms) have the same meaning in these Specialized Data Terms.
a. GLBA Data. Some of
the information contained in the BankVOD 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 BankVOD
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 BankVOD Services, and you will recertify upon request
by BankVOD. You certify with respect to GLBA Data received through the BankVOD
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 BankVOD
Services is “personal information,” as defined in the Drivers Privacy
Protection Act (18 U.S.C. § 2721, et seq.) and related state laws, and is
regulated by such Act and laws (collectively, the “DPPA”, and such data is “DPPA
Data”). You shall not provide to third-parties, or receive from third
parties, DPPA Data when using the BankVOD 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 BankVOD Services, and
you will so recertify upon request by BankVOD.
c. Social Security and
Driver’s License Numbers. When using BankVOD Services, at your 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 BankVOD 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 Terms, the BankVOD Terms, 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 BankVOD Services to be used by an employee or contractor
that is not 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 Terms. 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. BankVOD
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 BankVOD 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 BankVOD Services the NCOA Processing
Acknowledgement Form.
e. Fair Credit
Reporting Act. The BankVOD Services provided, or information provided by third
parties when you use the BankVOD 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 BankVOD Services, or
information you obtain from third parties when you use the BankVOD 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, you certify that you will
not use any of the information you receive through the BankVOD 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. By way of clarification, without limiting the foregoing,
you may use, except as otherwise prohibited or limited by these Specialized
Data Terms or the BankVOD Terms, information received through the BankVOD
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. In addition, if
you are using the BankVOD Services (including receiving information from a
third party when using the BankVOD Services) in connection with collection of a
consumer debt on your own behalf, or on behalf of a third party, you shall not
use the BankVOD 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 these Specialized Data Terms and
the BankVOD Terms, use the BankVOD Services for identifying, locating, or
contacting a consumer in connection with the collection of a consumer’s debt or
for prioritizing collection activities.
Finally, you shall not use any of the information you receive through
the BankVOD 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 BankVOD Services, without in any way limiting
your obligations to comply with all laws governing use of MVR Data, you shall
not use any MVR Data provided to you by third parties when you use BankVOD
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. As requested by BankVOD or a third party
through BankVOD, you shall complete any state forms that BankVOD or a third
party through BankVOD Service is legally or contractually bound to obtain from
you before providing you with MVR Data. BankVOD
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 (“ABMS Data”). If you are permitted by
ABMS to access ABMS Data when using BankVOD 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 BankVOD 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 BankVOD 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.
You are responsible for adhering to the foregoing.
k. Additional Data.
Certain materials you receive from third parties through the BankVOD 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 BankVOD Services, you
agree to comply with these Specialized Data Terms, the BankVOD Terms, any
applicable Laws, and the General Terms
and Conditions located at www.lexisnexis.com/terms/general.
l. Specialized Data Confidential Information. For only the BankVOD Services in relation to
Specialized Data, and without limiting any provision of the BankVOD Terms, You
and BankVOD acknowledge that each of you and BankVOD may have access to
confidential information of the other (the
“Disclosing Party”) relating to the
Disclosing Party’s business,
including, without limitation, technical, financial, strategic 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 BankVOD’s
information, product information, pricing information, product development
plans, forecasts, data contained in BankVOD 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 BankVOD Terms
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 BankVOD
SERVICES IN RELATION TO SPECIALIZED DATA,
YOU AGREE THAT BankVOD’S AGGREGATE LIABILITY FOR ANY AND ALL LOSSES OR
INJURIES ARISING OUT OF ANY ACT OR OMISSION OF BankVOD 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 BankVOD
FOR AN AMOUNT GREATER THAN SUCH SUM EVEN IF YOU AND/OR THIRD PARTIES WERE ADVISED
OF THE POSSIBILITY OF SUCH DAMAGES, AND YOU WILL NOT SEEK PUNITIVE DAMAGES IN
ANY SUIT AGAINST BankVOD.
n. Specialized Data Force Majeure. For only the BankVOD
Services in relation to Specialized Data, neither you or BankVOD will 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 Terms (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 party seeking to
invoke this subsection n. 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 BankVOD Services that is Verification of
Occupancy (“Verification of Occupancy”),
BankVOD 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 Terms, 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 BankVOD; (ii) you must
provide any assistance which BankVOD may reasonably request for the defense of
the claim (with reasonable out of pocket expenses paid by BankVOD); and (iii) BankVOD
has the right to control the defense or settlement of the claim; provided,
however, that you shall have the right to participate in, but not control, any
litigation for which such indemnification is sought with counsel of your own
choosing, at your own expense. Notwithstanding the foregoing, BankVOD 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 BankVOD Services;
(2) your failure to use any corrections made available by BankVOD; (3) your use
of the BankVOD Services in combination with any product or information not
provided or authorized in writing by BankVOD; 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 BankVOD 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, BankVOD 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 you
already paid to BankVOD relating to the future use of the Verification of
Occupancy. The foregoing remedies
constitute your sole and exclusive remedies and BankVOD’s entire liability with
respect to infringement claims or actions in relation to Verification of
Occupancy.
These Terms were last updated August 14, 2023.