1. Agreement
1.1. This is an Agreement between the customer identified in the Order Confirmation (“Customer”) and Creditsafe USA Inc. (“Creditsafe”), a company incorporated in the State of Delaware under registered number 5147355 at the registered address 2711 Centerville Road, Suite 400, Wilmington, DE 19808.
1.2. The Creditsafe Service (“Service”) purchased by Customer will consist of products detailed in the Order Confirmation
1.3. This Agreement consists of:
1.3.1. the order confirmation issued by Creditsafe relating to the Service (the “Order Confirmation”);
1.3.2. these terms and conditions (“General Terms”); and
1.3.3. to the extent applicable, the compliance terms, where Customer is to use the compliance services (“Compliance Terms”); and constitutes the entire agreement between Customer and Creditsafe in relation to the Service.
1.4. By signing the Order Confirmation, or by accessing or using the Service, Customer accepts the content of this Agreement. Unless otherwise stated in these General Terms, where (i) the terms of the Order Confirmation conflict with the General Terms, the General Terms shall take precedence and (ii) where the terms in the Compliance Terms conflict with the terms of the Order Confirmation/General Terms, the Compliance Terms shall take precedence.
2. Agreement Period
2.1. This Agreement shall be in force from the date inserted on the Order Confirmation and continue for a period of 12 months unless otherwise stated in the Order Confirmation.
2.2. Customer may be contacted during this Agreement period regarding new developments and products.
2.3. From time-to-time, Creditsafe may make alterations to the Service. Creditsafe will take reasonable steps to inform Customer in advance of these changes.
2.4. This Agreement entitles Customer to access and retain the Service for the purposes detailed in this Agreement and for the duration of the Agreement only. At the end of this period, the ownership of the Service and ensuing rights shall revert to Creditsafe.
3. Charges and Payment
3.1. In consideration of Creditsafe providing the Service, Customer agrees to pay the sum specified in the Order Confirmation and/or invoice on the times and dates specified therein. All payments must be made within 21 days of the invoice date unless otherwise stated in the Order Confirmation.
3.2. If you fail to pay the amount specified on the Order Confirmation and or invoice on the times and dates agreed the full amount will become due immediately. Should the service be suspended in accordance with Section 7, then Creditsafe shall be under no obligation to:
3.2.1. Re-instate the Service and/or:
3.2.2. Recompense Customer in respect of any period of suspension from the time of payment default to receipt of payment.
3.3. If Customer fails to pay Creditsafe any sum due pursuant to the Agreement, Customer shall be liable to pay interest to Creditsafe on such sum from the due date for payment at the annual rate of 18%, accruing on a daily basis until payment is made, whether before or after any judgment.
3.4. Customer agrees to fully indemnify Creditsafe against all internal and third-party costs (including reasonable attorney fees) incurred by Creditsafe in the pursuit of payment.
4. Creditsafe‘s Proprietary Rights
4.1. The Service is protected by copyright and other intellectual property rights. Except as expressly provided herein access to the Service does not grant Customer any database rights or rights in the copyright, trademarks or any other intellectual property rights of Creditsafe or any third party. Customer is not permitted and will not allow any third party to adapt, alter, modify, reverse engineer, de-compile or otherwise interfere with any element of the Service without Creditsafe’s written permission. Creditsafe may take steps to assist identification of its Service.
5. Customer Obligations and Conduct
5.1. Customer shall:
5.1.1. provide Creditsafe with any information or assistance which the parties have agreed Customer shall provide for Creditsafe to perform its obligations under this Agreement.
5.1.2. use all reasonable endeavors to ensure that any such information provided to Creditsafe is complete, accurate and in the agreed format
5.1.3. not do anything to harm Creditsafe’s reputation
5.1.4. abide by all laws & regulations applicable to its use of the Service and the data contained within the Service.
5.2. The Service is made available to Customer by means of a non-transferable license and is provided solely for Customer’s own internal use within the United States of America.
5.3. Customer may not sell, transfer, sublicense, distribute, commercially exploit, or otherwise make available to, or use for the benefit of, any of the Service. Customer may not include the Service in any product or service which Customer sells.
5.4. During this Agreement Customer agrees not to attempt to gain or permit unauthorized access to the Service.
5.5. Customer shall only take such copies of data obtained via the Service as are reasonably required for the use of the Service in accordance with this Agreement. Customer shall not remove any proprietary notices from the Service, or copies or printouts of data obtained via the Service.
5.6. Customer agrees to be responsible for maintaining the confidentiality of its password and account details. Customer will advise Creditsafe immediately if a password has been disclosed to or used by an unauthorized person or entity.
5.7. Unless otherwise detailed within your Order Confirmation, the use of the Service provided under the terms of this agreement is limited to one designated user. The use of the Service by more than one designated user, either simultaneously or otherwise will require the provision of additional licenses.
5.8. Customer shall not use any of the information it receives through the Service for any of the following purposes: (1) in establishing a consumer’s eligibility for credit or insurance to be used primarily for personal, family or household purposes or in connection with the review or collection of an existing credit account of a consumer; (2) for employment purposes; (3) in connection with a determination of a consumer’s eligibility for a license or other benefit granted by a government agency; (4) as a potential investor or servicer, or current insurer, in connection with a valuation of, or assessment of credit or prepayment risks associated with, an existing credit obligation; or, (5) for any other purpose deemed to be a permissible purpose under the Fair Credit Reporting Act.
5.9. Customer shall not create or share user IDs, passwords, or Information with individuals outside of the contracting entity. Access to the Services provided by Creditsafe under a specific Order may be extended to U.S. entities that control, are controlled by, or are under common control with Customer (“Affiliates”), provided such Affiliates are identified in a “Schedule of Affiliates” attached to the Order and signed by the parties. Affiliates may place Orders for Services on their own behalf, subject to the terms of this Agreement, as if they had entered into this Agreement directly. For the purposes of this Agreement, such Affiliates shall be included in the definition of "Customer," except that Affiliates shall not have the authority to terminate, amend, or assign this Agreement. Each Affiliate is individually responsible for its own compliance and performance under this Agreement.
5.10. Customer may allow third parties to access the Services on its behalf (“Contractors”), provided that such Contractors use the information in strict compliance with this Agreement. Prior written approval from Creditsafe is required before any Contractor may access the Services outside of a Customer-controlled environment. Customer shall be fully liable for any use or disclosure of the Services by a Contractor that would constitute a breach of this Agreement if performed by Customer directly.
6. Warranties and Limitation of Liability
6.1. The Creditsafe Service and the data obtained via use of the Service is not intended to be used as the sole basis for any decision making and is based upon data which is provided by third parties, the accuracy of which is impossible for Creditsafe to guarantee. Creditsafe aims always to maintain a quality, fully operative service, the Service and third-party services are nonetheless provided on an "as is", as available basis, without warranties of any kind, whether express or implied.
6.2. Specifically, Creditsafe gives Customer no warranty or assurance about the contents of the Service. While Creditsafe will endeavor to maintain the accuracy and the quality of the Service, information contained may be incorrect or out of date. Therefore, any use of the Service is at Customer’s own risk.
6.3. Subject to Section 6.5, Creditsafe disclaims all liability in contract, negligence, breach of statutory duty, or under any indemnity or otherwise in connection with the Service and third-party service and shall not be liable for any indirect or consequential loss. Creditsafe shall not be liable for the following types of financial loss; loss of profits, loss of earnings, loss of business or goodwill in addition to the following types of anticipated or incidental losses; loss of anticipated savings, increase in bad debt and failure to reduce bad debt.
6.4. Where any matter gives rise to a valid claim against Creditsafe its liability shall be limited to a sum equal to the sum paid for the Service supplied under this Agreement during the twelve months prior to which the claim arises.
6.5. Nothing in this Section 6 or any other provision of this Agreement shall seek to exclude or limit liability for death, or personal injury or for fraudulent misrepresentation. Creditsafe USA Inc.
6.6. Each party to this Agreement warrants that it has obtained and will continue to hold all necessary licenses, consents, permits and agreements required for it to comply with its obligations under this Agreement and for the grant of rights to the other party under this Agreement.
7. Termination
7.1. If Customer has breached any provision of this Agreement or in the event of Customer’s insolvency or bankruptcy Creditsafe may, with immediate effect and without notice, suspend access to the Service or terminate this Agreement.
7.2. Upon termination, Customer must use its best efforts to delete all and any part of the Service held by Customer in any format and Customer may not make any further use of the Service.
7.3. Upon termination Sections 3, 4, 5, 6, 7, 8, and 11 shall continue with full force and effect.
8. Indemnity.
8.1. Customer agrees to indemnify, defend and hold Creditsafe, its parents, subsidiaries, affiliates, officers and employees harmless from any loss, cost, damage, claim or demand, including reasonable legal fees, made by any third party or incurred or suffered by Creditsafe or its parents, subsidiaries, affiliates, officers or employees in connection with Customer’s use of the Service in breach of this Agreement.
9. Assignment.
9.1. Creditsafe may assign both the benefit and burden of this Agreement.
10. Force Majeure.
10.1. Creditsafe will not be liable for failure to perform any obligation under this Agreement if such failure is caused by the occurrence of any unforeseen contingency or circumstance beyond Creditsafe’s reasonable control, including without limitation communications outages, Internet outages, fire, flood war or act of God.
11. Confidentiality
11.1. Each party undertakes that it shall not at any time disclose to any person any confidential information concerning the business, affairs, customers, clients or suppliers of the other party except as permitted by Section 11.2.
11.2. Each party may disclose the other party's confidential information:
11.2.1. To its employees, officers, representatives or advisers who need to know such information for the purposes of carrying out the party's obligations under this agreement. Each party shall ensure that its employees, officers, representatives or advisers to whom it discloses the other party's confidential information comply with this Section 11;
11.2.2. And as may be required by law, court order or any governmental or regulatory authority.
11.3. No party shall use any other party's confidential information for any purpose other than to perform its obligations under this agreement.
12. Ledger 3D / Ledger Insights
12.1. If Customer chooses to share Payment Data with Creditsafe through Creditsafe’s interactive risk management tools, 3D Ledger or Ledger Insights, or other applicable service, Customer may provide Creditsafe with information related to its debtors ledger (“Payment Data”).
12.2. Customer grants Creditsafe a non-exclusive, perpetual license to use, process, and integrate the Payment Data into its products and services, which may be made available to Creditsafe’s customers.
12.3. Customer warrants that it has all necessary rights and consents to share Payment Data with Creditsafe in compliance with applicable data protection laws and that such Payment Data relates exclusively to businesses, excluding consumer or personal credit information. Customer shall indemnify and hold Creditsafe harmless against any claims, losses, liabilities, or expenses (including legal fees) arising from failure to obtain necessary consents, non-compliance with data protection laws, or the inclusion of consumer or personal data in the Payment Data.
12.4. Customer shall use reasonable efforts to ensure the accuracy of any Payment Data submitted to Creditsafe and promptly correct any errors or omissions upon becoming aware of them.
12.5. If Customer elects to share Payment Data, it may provide historic Payment Data, where available, and may choose to submit ongoing updates on a monthly basis to Creditsafe to help maintain data accuracy and relevance.
13. Data Protection.
13.1. The Services are intended for evaluating creditworthiness of businesses. Where, and to the extent Customer accesses or receives any Personal Data (as defined in the EU General Data Protection 2016/679) through its use of or access to the Service, the parties shall be bound by and agree to comply with the data protection and security provisions in this Section 13.1, including those provisions set forth at www.creditsafe.com/us/en/product/terms/gdpr-terms-and-conditions, which shall be read as a continuation of this Section 13 and shall form an integral part of this Agreement.
14. International Credit Reports.
14.1. Company Credit Reports providing details of companies based outside the United States of America are provided on a subject to availability basis, and the countries from which reports are available may vary throughout the term of this Agreement.
15. Miscellaneous
15.1. If any provision of this Agreement is held to be invalid or unenforceable, such provision shall be struck and the remaining provisions shall remain enforceable, except that if the provision of 15.3 preventing the arbitration of class action matters is deemed unenforceable, the entire arbitration provision shall be considered void.
15.2. The parties confirm their intent not to confer any rights on any third parties by virtue of this Agreement.
15.3. The terms of this Agreement and the provision of the Service and the relationship between Customer and Creditsafe shall be governed by the laws of the State of Pennsylvania. .Any controversy or claim arising out of or relating to this Agreement (other than claims related to non-payment for the Service) shall be submitted to binding arbitration in Allentown, Pennsylvania or a location determined by the arbitrator as set forth herein (provided that such location is reasonably convenient for claimant), or at such other location as may be mutually agreed upon by the parties, in accordance with the procedural rules for commercial disputes set forth in the Comprehensive Arbitration Rules and Procedures of JAMS (“JAMS Rules and Procedures”) then prevailing, and judgment upon the award rendered by the arbitrator(s) may be entered in any court having jurisdiction thereof. The arbitrator shall be selected pursuant to the JAMS Rules and Procedures. Upon filing a demand for arbitration, all parties to such arbitration shall have the right of discovery, which discovery shall be completed within sixty days after the demand for arbitration is made, unless further extended by mutual agreement of the parties. THE ARBITRATION OF DISPUTES PURSUANT TO THIS PARAGRAPH SHALL BE IN THE ENTRANT’S INDIVIDUAL CAPACITY, AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS OR REPRESENTATIVE PROCEEDING. THE ARBITRATOR MAY NOT CONSOLIDATE OR JOIN THE CLAIMS OF OTHER PERSONS OR PARTIES WHO MAY BE SIMILARLY SITUATED.
15.4. Customer agrees irrevocably to submit to the exclusive jurisdiction of the courts of Lehigh County, Pennsylvania.
15.5. The failure of Creditsafe to exercise or enforce any right or provision of this Agreement shall not constitute a waiver of such a right. The Service is subject to availability.
15.6. If any third-party data becomes unavailable to Creditsafe, Creditsafe shall be entitled to, upon giving one month’s prior notice to Customer, obtain a similar service from another third-party supplier.
16. Media Solutions.
16.1. Creditsafe is not responsible for the quality or availability of the content produced by the media sources. Should any of the Media Solutions service and content be deemed to be infringing any law or right of a third party, Creditsafe has the right to remove the infringing material without obtaining Customer’s consent. Creditsafe will be entitled to take all such steps that it considers to be necessary for the purpose of bringing an end to such infringement. Creditsafe is not liable for Customer’s negligence or misuse of the Media Solutions service or content from third parties. Where access to websites require payments, Customer will be responsible for paying the same.