Terms of Service
This agreement (the “Agreement”) is entered into by and between USA Protect, LLC hereinafter referred to as (“LocatePLUS”), a Delaware Limited Liability Corporation, and the Customer indicated within this Agreement for the LocatePLUS services.
1. RESTRICTED LICENSE. LocatePLUS hereby grants to Customer a restricted license to use the LocatePLUS Services and any data contained therein, subject to the restrictions and limitations set forth below:
(i) Generally. LocatePLUS hereby grants to Customer a restricted license to use the LocatePLUS Services solely for Customer’s own internal business purposes. Customer represents and warrants that all of Customer’s use of the LocatePLUS Services shall be for only legitimate business purposes, including those specified by Customer in connection with a specific information request, relating to its business and as otherwise governed by the Agreement. Customer shall not use the LocatePLUS Services for marketing purposes or resell or broker the LocatePLUS Services to any third party and shall not use the LocatePLUS Services for personal (non-business) purposes. Customer shall not use the LocatePLUS Services to provide data processing services to third-parties or evaluate the data of or for third-parties. Customer agrees that if LocatePLUS determines or reasonably suspects that Customer is engaging in marketing activities, reselling, brokering or processing or evaluating the data of or for third-parties, or using the LocatePLUS Services for personal (non-business) purposes or using the LocatePLUS Services' information, programs, computer applications, or data, or is otherwise violating any provision of this Agreement, or any of the laws, regulations, or rules described herein, LocatePLUS may take immediate action, including, without limitation, terminating the delivery of, and the license to use, the LocatePLUS Services. Customer shall not access the LocatePLUS Services from Internet Protocol addresses located outside of the United States and its territories without LocatePLUS’s prior written approval. Customer may not use the LocatePLUS Services to create a competing product. Customer shall comply with all laws, regulations and rules which govern the use of the LocatePLUS Services and information provided therein. LocatePLUS may at any time mask or cease to provide Customer access to any LocatePLUS Services or portions thereof which LocatePLUS may deem, in LocatePLUS’s sole discretion, to be sensitive or restricted information.
(ii) GLBA Data. Some of the information contained in the LocatePLUS 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”). Customer shall not obtain and/or use GLBA Data through the LocatePLUS Services, in any manner that would violate the GLBA, or any similar state or local laws, regulations and rules. Customer acknowledges and agrees that it may be required to certify its permissible use of GLBA Data falling within an exception set forth in the GLBA at the time it requests information in connection with certain LocatePLUS Services and will recertify upon request by LocatePLUS. Customer certifies with respect to GLBA Data received through the LocatePLUS Services that it complies with the Interagency Standards for Safeguarding Customer Information issued pursuant to the GLBA.
(iii) DPPA Data. Some of the information contained in the LocatePLUS 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”). Customer shall not obtain and/or use DPPA Data through the LocatePLUS Services in any manner that would violate the DPPA. Customer acknowledges and agrees that it may be required to certify its permissible use of DPPA Data at the time it requests information in connection with certain LocatePLUS Services and will recertify upon request by LocatePLUS.
(iv) Social Security and Driver’s License Numbers. LocatePLUS may in its sole discretion permit Customer to access QA Data (as previously defined). If Customer is authorized by LocatePLUS to receive QA Data, and Customer obtains QA Data through the LocatePLUS Services, Customer certifies it will not use the QA Data for any purpose other than as expressly authorized by LocatePLUS policies, the terms and conditions herein, and applicable laws and regulations. In addition to the restrictions on distribution otherwise set forth in Paragraph 2 below, Customer agrees that it will not permit QA Data obtained through the LocatePLUS Services to be used by an employee or contractor that is not an Authorized User with an Authorized Use. Customer agrees it will certify, in writing, its uses for QA Data and recertify upon request by LocatePLUS. Customer may not, to the extent permitted by the terms of this Agreement, transfer QA Data via email or ftp without LocatePLUS’s prior written consent. However, Customer shall be 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 this Agreement. LocatePLUS may at any time and for any or no reason cease to provide or limit the provision of QA Data to Customer.
(v) Copyrighted and Trademarked Materials. Customer shall not remove or obscure any trademarks, copyright notices or other notices contained on materials accessed through the LocatePLUS Services. .
(vi) National Change of Address Database. LocatePLUS is a licensee of the United States Postal Service’s 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 Customer receives all or a portion of the NCOA Database through the LocatePLUS Services, Customer hereby certifies to LocatePLUS that it will not use such information for any other purpose. Prior to obtaining or using information from the NCOA Database, Customer agrees to complete, execute and submit to LocatePLUS the NCOA Processing Acknowledgement Form.
(vii) Additional Terms. Certain materials contained within the LocatePLUS 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 Customer receives such materials through the LocatePLUS Services, Customer agrees to comply with the General Terms and Conditions for Use of LocatePLUS Services contained at the following website: www.locateplus.com (the “General Terms”). The General Terms are hereby incorporated into this Agreement by reference.
(viii) Fair Credit Reporting Act. The LocatePLUS Services provided pursuant to this Agreement 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 LocatePLUS 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) Customer certifies that it will not use any of the information it receives through the LocatePLUS 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, Customer may use, except as otherwise prohibited or limited by this Agreement, information received through the LocatePLUS 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 Customer is using the LocatePLUS Services in connection with collection of a consumer debt on its own behalf, or on behalf of a third-party, Customer shall not use the LocatePLUS 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, that Customer may, consistent with the certification and limitations set forth in this section (viii), use the LocatePLUS 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) Customer shall not use any of the information it receives through the LocatePLUS Services to take any “adverse action,” as that term is defined in the FCRA.
(ix) MVR Data. If Customer is permitted to access Motor Vehicle Records (“MVR Data”) from LocatePLUS, without in any way limiting Customer’s obligations to comply with all state and federal laws governing use of MVR Data, the following specific restrictions apply and are subject to change:
(a) Customer shall not use any MVR Data provided by LocatePLUS, or portions of information contained therein, to create or update a file that Customer uses to develop its own source of driving history information.
(b) As requested by LocatePLUS, Customer shall complete any state forms that LocatePLUS is legally or contractually bound to obtain from Customer before providing Customer with MVR Data.
(c) LocatePLUS (and certain Third-Party vendors) may conduct reasonable and periodic audits of Customer’s use of MVR Data. Further, in response to any audit, Customer must be able to substantiate the reason for each MVR Data order.
(x) American Board of Medical Specialties (“ABMS”) Data. If Customer is permitted to access ABMS Data from LocatePLUS, Customer 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.
(xi) HIPAA. Customer represents and warrants that Customer will not provide LocatePLUS 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 without the execution of a separate agreement between the parties.
(xii) Retention of Records. For uses of GLB Data, DPPA Data and MVR Data, as described in Sections 1(ii), 1(iii) and 1(ix), Customer shall maintain for a period of five (5) years a complete and accurate record (including consumer identity, purpose and, if applicable, consumer authorization) pertaining to every access to such data.
2. SECURITY. Customer acknowledges that the information available through the LocatePLUS Services may include personally identifiable information and it is Customer’s obligation to keep all such accessed information confidential and secure. Accordingly, Customer shall (a) restrict access to LocatePLUS Services to those employees who have a need to know as part of their official duties; (b) ensure that none of its employees shall (i) obtain and/or use any information from the LocatePLUS Services for personal reasons, or (ii) transfer any information received through the LocatePLUS Services to any party except as permitted hereunder; (c) keep all user identification numbers, and related passwords, or other security measures (collectively, “User IDs”) confidential and prohibit the sharing of User IDs; (d) immediately deactivate the User ID of any employee who no longer has a need to know, or for terminated employees on or prior to the date of termination; (e) in addition to any obligations under Paragraph 1, take all commercially reasonable measures to prevent unauthorized access to, or use of, the LocatePLUS Services or data received therefrom, whether the same is in electronic form or hard copy, by any person or entity; (f) maintain and enforce data destruction procedures to protect the security and confidentiality of all information obtained through LocatePLUS Services as it is being disposed; (g) unless otherwise required by law, purge all information received through the LocatePLUS Services and stored electronically or on hard copy by Customer within ninety (90) days of initial receipt; (h) be capable of receiving the LocatePLUS Services where the same are provided utilizing “secure socket layer,” or such other means of secure transmission as is deemed reasonable by LocatePLUS; (i) not access and/or use the LocatePLUS Services via mechanical, programmatic, robotic, scripted or other automated search means, other than through batch or machine-to-machine applications approved by LocatePLUS; and (j) take all steps to protect their networks and computer environments, or those used to access the LocatePLUS Services, from compromise. Customer agrees that on at least a quarterly basis it will review searches performed by its User IDs to ensure that such searches were performed for a legitimate business purpose and in compliance with all terms and conditions herein. Customer will implement policies and procedures to prevent unauthorized use of User IDs and the LocatePLUS Services and will immediately notify LocatePLUS, in writing to the LocatePLUS if Customer suspects, has reason to believe or confirms that a User ID or the LocatePLUS Services (or data derived directly or indirectly therefrom) 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 legitimate business reasons. Customer shall remain solely liable for all costs associated therewith and shall further reimburse LocatePLUS for any expenses it incurs due to Customer’s failure to prevent such impermissible use or access of User IDs and/or the LocatePLUS Services, or any actions required as a result thereof. Furthermore, in the event that the LocatePLUS Services provided to the Customer include personally identifiable information (including, but not limited to, social security numbers, driver’s license numbers or dates of birth), the following shall apply: Customer 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"), Customer shall, 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 LocatePLUS’s reasonable discretion. Customer agrees that such notification shall not reference LocatePLUS or the product through which the data was provided, nor shall LocatePLUS be otherwise identified or referenced in connection with the Security Event, without LocatePLUS’s express written consent. Customer 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. Customer shall 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 to the extent that any claims are brought against LocatePLUS, shall indemnify LocatePLUS from such claims. Customer shall provide samples of all proposed materials to notify consumers and any third-parties, including regulatory entities, to LocatePLUS for review and approval prior to distribution. In the event of a Security Event, LocatePLUS may, in its sole discretion, take immediate action, including suspension or termination of Customer’s account, without further obligation or liability of any kind.
3. PERFORMANCE. LocatePLUS will use commercially reasonable efforts to deliver the LocatePLUS Services requested by Customer and to compile information gathered from selected public records and other sources used in the provision of the LocatePLUS Services; provided, however, that Customer accepts all information "AS IS." Customer acknowledges and agrees that LocatePLUS obtains its data from third-party sources, which may or may not be completely thorough and accurate, and that Customer shall not rely on LocatePLUS for the accuracy or completeness of information supplied through the LocatePLUS Services. Without limiting the foregoing, the criminal record data that may be provided as part of the LocatePLUS Services 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. Customer understands that Customer may be restricted from accessing certain LocatePLUS Services which may be otherwise available. LocatePLUS reserves the right to add materials and features to, and to discontinue offering any of the materials and features that are currently a part of, the LocatePLUS Services. In the event that LocatePLUS discontinues a material portion of the materials and features that Customer regularly uses in the ordinary course of its business, and such materials and features are part of a flat fee subscription plan to which Customer has subscribed, LocatePLUS will, at Customer’s option, issue a prorated credit to Customer’s account.
4. INTELLECTUAL PROPERTY; CONFIDENTIALITY. Customer agrees that Customer shall not reproduce, retransmit, republish, or otherwise transfer for any commercial purposes the LocatePLUS Services' information, programs or computer applications. Customer acknowledges that LocatePLUS (and/or its third party data providers) shall retain all right, title, and interest under applicable contractual, copyright, patent, trademark, Trade Secret and related laws in and to the LocatePLUS Services and the data and information that they provide. Customer shall use such materials in a manner consistent with LocatePLUS’s interests and the terms and conditions herein, and shall notify LocatePLUS of any threatened or actual infringement of LocatePLUS's rights. Notwithstanding anything in this Agreement to the contrary, LocatePLUS or LocatePLUS’s data provider shall own Customer’s search inquiry data used to access the LocatePLUS Services (in the past or future) and may use such data for any purpose consistent with applicable federal, state and local laws, rules and regulations. Customer and LocatePLUS acknowledge that they each may have access to confidential information of the disclosing party (“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 LocatePLUS’s information, product information, pricing information, product development plans, forecasts, data contained in LocatePLUS Services, and other business information (“Confidential Information”). 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 by employees of the Receiving Party who have had no access to such Confidential Information. “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. Each receiving party (“Receiving Party”) agrees not to divulge any Confidential Information or information derived therefrom to any third-party and shall protect the confidentiality of the Confidential Information 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 Confidential Information 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. Confidential Information disclosed pursuant to subpoena, court order or other governmental authority shall otherwise remain subject to the terms applicable to Confidential Information. Each party’s obligations with respect to Confidential Information shall continue for the term of this Agreement 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 Confidential Information continues to constitute a Trade Secret.
5. WARRANTIES/LIMITATION OF LIABILITY. Neither LocatePLUS, nor its subsidiaries and affiliates, nor any third-party data provider (for purposes of indemnification, warranties, and limitations on liability, LocatePLUS, its subsidiaries and affiliates, and its data providers are hereby collectively referred to as “ LocatePLUS”) shall be liable to Customer (or to any person claiming through Customer to whom Customer may have provided data from the LocatePLUS Services) for any loss or injury arising out of or caused in whole or in part by LocatePLUS 's acts or omissions in procuring, compiling, collecting, interpreting, reporting, communicating, or delivering the LocatePLUS Services. If, notwithstanding the foregoing, liability can be imposed on LocatePLUS, then Customer agrees that LocatePLUS's aggregate liability for any and all losses or injuries arising out of any act or omission of LocatePLUS in connection with anything to be done or furnished under this Agreement, 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 Customer covenants and promises that it will not sue LocatePLUS for an amount greater than such sum even if Customer and/or third parties were advised of the possibility of such damages and that it will not seek punitive damages in any suit against LocatePLUS. LocatePLUS does not make and hereby disclaims any warranty, express or implied with respect to the LocatePLUS Services. LocatePLUS does not guarantee or warrant the correctness, completeness, merchantability, or fitness for a particular purpose of the LocatePLUS Services or information provided therein. In no event shall LocatePLUS be liable for any indirect, incidental, or consequential damages, however arising, incurred by Customer from receipt or use of information delivered hereunder or the unavailability thereof. Due to the nature of public record information, the public records and commercially available data sources used in LocatePLUS Services may contain errors. Source data is sometimes reported or entered inaccurately, processed poorly or incorrectly, and is generally not free from defect. LocatePLUS Services are not the source of data, nor are they a comprehensive compilation of the data. Before relying on any data, it should be independently verified.
6. INDEMNIFICATION. Customer hereby agrees to protect, indemnify, defend, and hold harmless LocatePLUS from and against any and all costs, claims, demands, damages, losses, and liabilities (including attorneys' fees and costs) arising from or in any way related to (a) use of information received by Customer (or any third party receiving such information from or through Customer) furnished by or through LocatePLUS; (b) breach of any terms, conditions, representations or certifications in this Agreement; and (c) any Security Event. LocatePLUS hereby agrees to protect, indemnify, defend, and hold harmless Customer 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 LocatePLUS Services or data contained therein, when used in accordance with this Agreement, infringe a United States patent or United States registered copyright, subject to the following: (i) Customer must promptly give written notice of any claim to LocatePLUS; (ii) Customer must provide any assistance which LocatePLUS may reasonably request for the defense of the claim (with reasonable out of pocket expenses paid by LocatePLUS); and (iii) LocatePLUS has the right to control the defense or settlement of the claim; provided, however, that the Customer shall have the right to participate in, but not control, any litigation for which indemnification is sought with counsel of its own choosing, at its own expense. Notwithstanding the foregoing, LocatePLUS will not have any duty to indemnify, defend or hold harmless Customer with respect to any claim of infringement resulting from (1) Customer’s misuse of the LocatePLUS Services; (2) Customer’s failure to use any corrections made available by LocatePLUS; (3) Customer’s use of the LocatePLUS Services in combination with any product or information not provided or authorized in writing by LocatePLUS; or (4) any information, direction, specification or materials provided by Customer or any third-party. If an injunction or order is issued restricting the use or distribution of any part of the LocatePLUS Services, or if LocatePLUS determines that any part of the LocatePLUS Services is likely to become the subject of a claim of infringement or violation of any proprietary right of any third-party, LocatePLUS may in its sole discretion and at its option (A) procure for Customer the right to continue using the LocatePLUS Services; (B) replace or modify the LocatePLUS Services so that they become non-infringing, provided such modification or replacement does not materially alter or affect the use or operation of the LocatePLUS Services; or (C) terminate this Agreement and refund any fees relating to the future use of the LocatePLUS Services. The foregoing remedies constitute Customer’s sole and exclusive remedies and LocatePLUS’s entire liability with respect to infringement claims or actions.
7. AUDIT. Customer understands and agrees that, in order to ensure compliance with the FCRA, GLBA, DPPA, other similar state or federal laws, regulations or rules, regulatory agency requirements, this Agreement, and LocatePLUS’s obligations under its contracts with its data providers and LocatePLUS’s internal policies, LocatePLUS may conduct periodic reviews of Customer’s use of the LocatePLUS Services and may, upon reasonable notice, audit Customer’s records, processes and procedures related to Customer’s use, storage and disposal of LocatePLUS Services and information received therefrom. Customer agrees 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. Violations discovered in any review and/or audit by LocatePLUS will be subject to immediate action including, but not limited to, suspension or termination of the license to use the LocatePLUS Services, reactivation fees, legal action, and/or referral to federal or state regulatory agencies.
8. SURVIVAL OF AGREEMENT. Provisions hereof related to release of claims; indemnification; use and protection of information, data and LocatePLUS Services; payment for the LocatePLUS Services; audit; LocatePLUS’s use and ownership of Customer’s search inquiry data; disclaimer of warranties; security; customer data and governing law shall survive any termination of the license to use the LocatePLUS Services.
9. EMPLOYEE TRAINING. Customer shall train new employees prior to allowing access to LocatePLUS Services on Customer’s obligations under this Agreement, including, but not limited to, the licensing requirements and restrictions under Paragraph 1 and the security requirements of Paragraph 2. Customer shall conduct a similar review of its obligations under this Agreement with existing employees who have access to LocatePLUS Services no less than annually. Customer shall keep records of such training.
10. ATTORNEYS’ FEES. The prevailing party in any action, claim or lawsuit brought pursuant to this Agreement is entitled to payment of all attorneys’ fees and costs expended by such prevailing party in association with such action, claim or lawsuit.
11. TAXES. The charges for all LocatePLUS Services are exclusive of any state, local, or otherwise applicable sales, use, or similar taxes. If any such taxes are applicable, they shall be charged to Customer’s account.
12. CUSTOMER CHANGES/CREDIT REPORT. Customer shall notify LocatePLUS immediately of any changes to the information on Customer's Application for the LocatePLUS Services, and, if at any time Customer no longer meets such procedures, LocatePLUS may terminate this Agreement. Customer is required to promptly notify LocatePLUS of a change in ownership of Customer’s company, any change in the name of Customer’s company, and/or any change in the physical address of Customer’s company. Furthermore, Customer acknowledges and agrees that, as part of the credentialing process, Customer’s credit report(s) may be requested by LocatePLUS in accordance with Federal Fair Credit Reporting Act from one (1) or more consumer reporting agencies. Upon Customer’s request, Customer will be informed of whether any credit report was requested, and the name and address of the credit reporting agency that furnished the report to LocatePLUS.
13. RELATIONSHIP OF PARTIES. None of the parties shall, at any time, represent that it is the authorized agent or representative of the other.
14. CHANGE IN AGREEMENT. By receipt of the LocatePLUS Services, Customer agrees to, and shall comply with, changes to the Restricted License granted Customer in Paragraph 1 herein, changes in pricing, and changes to other provisions of this Agreement as LocatePLUS shall make from time to time by notice to Customer via e-mail, online “click wrap” amendments, facsimile, mail, invoice announcements, or other written notification. All e-mail notifications shall be sent to the individual named in the Customer Administrator Contact Information section, unless stated otherwise in this Agreement. LocatePLUS may, at any time, impose restrictions and/or prohibitions on the Customer’s use of the LocatePLUS Services or certain data. Customer understands that such restrictions or changes in access may be the result of a modification in LocatePLUS policy, a modification of third-party agreements, a modification in industry standards, a Security Event or a change in law or regulation, or the interpretation thereof. Upon written notification by LocatePLUS of such restrictions, Customer agrees to comply with such restrictions.
15. PUBLICITY. Customer will not name LocatePLUS or refer to its use of the LocatePLUS Services in any press releases, advertisements, promotional or marketing materials, or make any other third-party disclosures regarding LocatePLUS or Customer's use of the LocatePLUS Services.
16. FORCE MAJEURE. 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 this Agreement (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.
17. ENTIRE AGREEMENT. Except as otherwise provided herein, this Agreement constitutes the final written agreement and understanding of the parties and is intended as a complete and exclusive statement of the terms of the agreement, which shall supersede all other representations, agreements, and understandings, whether oral or written, which relate to the use of the LocatePLUS Services and all matters within the scope of this Agreement. Without limiting the foregoing, the provisions related to confidentiality and exchange of information contained in this Agreement shall, with respect to the LocatePLUS Services and all matters within the scope of this Agreement, supersede any separate non-disclosure agreement that is or may in the future be entered into by the parties hereto. Any new, other, or different terms supplied by the Customer beyond the terms contained herein, including those contained in purchase orders or confirmations issued by the Customer, are specifically and expressly rejected by LocatePLUS unless LocatePLUS agrees to them in a signed writing specifically including those new, other, or different terms. The terms contained herein shall supersede and govern in the event of a conflict between these terms and any new, other, or different terms in any other writing. This Agreement can be executed in counterparts and faxed or electronic signatures will be deemed originals.
18. MISCELLANEOUS. If any provision of this Agreement or any exhibit shall be held by a court of competent jurisdiction to be contrary to law, invalid or otherwise unenforceable, such provision shall be changed and interpreted so as to best accomplish the objectives of the original provision to the fullest extent allowed by law, and in any event the remaining provisions of this Agreement shall remain in full force and effect. The headings in this Agreement are inserted for reference and convenience only and shall not enter into the interpretation hereof.
19. FEES AND PAYMENT. For each response to a request for information, including “no record found”, Customer agrees to pay LocatePLUS the applicable charge then prevailing for Services rendered to Customer. LocatePLUS reserves the right to discount “no record found” responses. LocatePLUS currently requires Customers to perform a minimum of $25.00 in information requests per month to avoid a minimum usage fee. Customers with usage below $25.00 in any full monthly period will be charged an amount necessary to bring the account to the $25.00 minimum. Customer shall pay to LocatePLUS prices as updated from time to time through online announcements, bulletins, and published price schedules. All current and future LocatePLUS pricing documents are deemed incorporated herein.
Customer shall be responsible for payment for all services obtained through Customer’s access identification code. Payment by subscriber is due in full within the first week of the following month by an automatic charge to Customer’s credit card on file designated for this purpose. If for any reason the Customer’s credit card transaction is declined, LocatePLUS reserves the right to interrupt Customer’s service until full payment is made. If payments are past due more than 25 days, LocatePLUS may terminate this Agreement. Customer is responsible for all collection costs and attorney fees incurred by LocatePLUS through its efforts to collect on balance(s) owed by Customer.
20. TERMINATION. This Agreement may be terminated by LocatePLUS at any time, with or without notice or cause. Violation by Customer of state or federal laws or LocatePLUS or Third Parties’ established policies and procedures may result in immediate termination of this Agreement at LocatePLUS’ sole discretion. Provisions hereof related to indemnification, use of information and data, limitations of liability, payment for Services and disclaimer of warranties shall survive any termination of this Agreement. Customer may terminate this Agreement by submitting a cancellation letter and payment in full.
21. GOVERNING LAW. This Agreement shall be interpreted in accordance with the laws of the Commonwealth of Massachusetts, without regards to its conflict of laws provisions. Customer expressly agrees to submit to the jurisdiction state and federal courts in Massachusetts, and not to assert any claim of forum non conveniens with respect to such submission.
22. NO ASSIGNMENT This Agreement will bind and inure to the benefit of each party’s permitted successors and assigns. Customer shall not assign this Agreement (or any part thereof) without the prior written consent of LocatePLUS. Any attempt to transfer or assign this Agreement except as expressly authorized under this Section 13 will be null and void. Customer agrees that in the event of any reorganization, sale of all or substantially all its assets or voting securities, or any change of control (a “Change of Control”_ that (a) Customer will notify LocatePLUS within 10 days, and (b) the Change of Control will not extinguish any right of LocatePLUS to payment or any obligation of Customer with respect to the Service.
I certify that I am authorized to execute this New Customer Application and Service Agreement and qualified to view and utilize materials and information provided to me from USA Protect, LLC herein and above known as “ LocatePLUS”, within the meaning and express terms of the Federal Drivers Privacy Protection Act and pertinent Federal, State and Local laws. I hereby appoint LocatePLUS as my agent to enable compilation of the materials and information sought. Further, I certify on behalf of the entity listed above, that the statements are true and correct and agree for such entity to the terms and conditions set forth in the Agreement.
