1. Agreement
1.1. This is an Agreement between the 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, City of Wilmington, 19808, County of Newcastle. The Creditsafe Service (“Service”) purchased by the Customer will consist of products detailed in the Order Confirmation and will include the following:
1.1.1 Creditsafe Company Reports (which provides information on and assessment of the creditworthiness of businesses via the internet) and/or
1.1.2 Provision of business marketing and prospecting data via the internet and/or
1.1.3 Services provided in conjunction with third parties which may be subject to additional terms.
1.2 This Agreement consists of the Order Confirmation and these Terms and Conditions and constitutes the entire agreement between the Customer and Creditsafe in relation to the Service.
1.3 By placing an Order, or by accessing or using the Service, the Customer accepts the content of this Agreement. Unless otherwise stated in these Terms and Conditions, where the terms of the Order Confirmation conflict with these Terms and Conditions, these Terms and Conditions 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 All services detailed within the Order Confirmation shall automatically renew at the end of each term for the same duration as the original term and at the existing rate as is listed on the applicable Order Confirmation and you will be charged the applicable subscription fee for the entire renewal period unless you call (855)551-6903 or email help@creditsafe.com a minimum of 30 days prior to the end of the then-current term and cancel your subscription renewal.
2.3 The Customer may be contacted during this Agreement period regarding new developments and products.
2.4 From time to time Creditsafe may make alterations to the Service. Creditsafe will take reasonable steps to inform the Customer in advance of these changes.
2.5 This Agreement entitles the 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 Where the Customer has obtained a paid Service, the 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 Where the Customer has obtained a free Service, no Order Confirmation or invoice will be generated and no fees shall become payable by the Customer.
3.3 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 with immediate effect. Should the service be suspended in accordance with clause 7, then Creditsafe shall be under no obligation to:
3.3.1 Re-instate the Service and/or:
3.3.2 Recompense the Customer in respect of any period of suspension from the time of payment default to receipt of payment.
3.4 If the Customer fails to pay Creditsafe any sum due pursuant to the Agreement, the 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.
3.5 The Customer agrees to fully indemnify Creditsafe against all internal and third party costs (including reasonable attorney’s fees) incurred by Creditsafe in the pursuit of payment.
4. Creditsafe‘s Proprietary Rights
4.1 Except as expressly provided herein access to the Service does not grant the Customer any database rights or rights in the copyright, trademarks or any other intellectual property rights of Creditsafe or any third party.
4.2 The Service is protected by copyright and other intellectual property rights. The 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 The Customer shall:
5.1.1 provide Creditsafe with any information or assistance which the parties have agreed the Customer shall provide in order 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 to 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 If the Customer provides any data or information concerning itself as part of creating or operating an Account or purchasing and using the Services (“Submitted Information”), such as address, telephone numbers (including mobile), email addresses, and information such as trade references, the Customer represents and warrants that such Submitted Information is true, correct, and current, and that the Customer has the right to possess and use all such Submitted Information. With respect to any Submitted Information relating to Creditsafe Services, the Customer shall have sole responsibility for the accuracy, quality, completeness, appropriateness, and intellectual property ownership of, as well as any data protection obligations regarding, all such Submitted Information. By providing Submitted Information to Creditsafe, you represent and warrant that the Submitted Information is not consumer information and relates to the Customer’s business, and that such submission is accurate to the Customer’s best knowledge, not confidential, and not in violation of any laws, rules or regulations, contractual restrictions, or other third party rights. Creditsafe shall not be responsible or liable for the deletion, correction, destruction, damage, loss or failure to store any of Submitted Information. The Customer hereby grants a non-exclusive, irrevocable, worldwide, perpetual, unlimited, assignable, sublicenseable, fully paid up and royalty-free right to Creditsafe to copy, prepare derivative works of, improve, distribute, publish, remove, retain, add, and use and commercialize, in any way now known or in the future discovered, anything that Submitted Information, without any further consent, notice and/or compensation to the Customer or any third parties.
5.3 To the extent that the Customer uploads, submits or otherwise provides information to Creditsafe other than Submitted Information which relates to the Customer’s customers, prospects, or vendors in connection with Creditsafe Services (the “Customer Data”), the Customer represents and warrants that it has all requisite rights and permissions to do so. For the avoidance of doubt, trade reference data and other information that the Customer provides in connection with its use of any Creditsafe Services relating to the Customer’s own business (including any online business directory) are not included within the definition of Customer Data. The Customer hereby grants Creditsafe a license to store and use the Customer Data for the purposes of providing the applicable Creditsafe Services. The Customer agrees to fully indemnify and hold Creditsafe, its licensors and its parent organizations, subsidiaries, affiliates, officers, directors, employees and agents harmless from and against any and all claims, costs, damages, losses, liabilities and expenses (including attorneys’ fees and costs) arising out of or in connection with a claim alleging that the provision of the Customer Data to Creditsafe infringes the rights of, or has caused harm to, a third party.
5.4 The Service is made available to the Customer by means of a non-transferable license and is provided solely for the Customer’s own internal use within the United States of America.
5.5 The Customer may not sell, transfer, sublicense, distribute, commercially exploit or otherwise make available to, or use for the benefit of, any of the Service. The Customer may not include the Service in any product or service which the Customer sells.
5.6 During this Agreement the Customer agrees not to attempt to gain or permit unauthorized access to the Service.
5.7 The 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. The Customer shall not remove any proprietary notices from the Service, or copies or print outs of data obtained via the Service.
5.8 The 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.
5.9 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.
The 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.
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 it would not be possible 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 the Customer no warranty or assurance about the contents of the Service. Whilst Creditsafe does 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 the Customer’s own risk.
6.3 Subject to clause 6.5 Creditsafe disclaims all liability in contract, negligence, for 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 clause 6 or any other provision of this Agreement shall seek to exclude or limit liability for death, or personal injury or for fraudulent misrepresentation.
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 the Customer has breached any provision of this Agreement or in the event of the 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, the Customer must use its best efforts to delete all and any part of the Service held by the Customer in any format and the Customer may not make any further use of the Service.
7.3 Upon termination clauses 3, 4, 5, 6, 7, 8, and 11 shall continue with full force and effect.
8. Indemnity
8.1 The 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 the 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 circumstances beyond the reasonable control of Creditsafe, including without limitation Internet outages, communications 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 clause 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 clause 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
12.1 In the event that the Company receives the Service via Creditsafe’s interactive risk management tool, “3D Ledger”, the Company will provide Creditsafe with information relating to its debtors ledger; the “Payment Data”.
12.2 The Company hereby grants Creditsafe a non-exclusive, non-transferable perpetual license to include the Payment Data in products and services that Creditsafe will make available to its customers.
13. Data Protection
13.1 Where the 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 set out in this Clause 13 which shall include those provisions set out at https://www.creditsafe.com/us/en/product/terms/gdpr-terms-and-conditions.html which shall be read as a continuation of this Clause 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. MyCreditsafe
15.1 In the event that the Customer has established a MyCreditsafe account, then the following additional terms apply:
15.1.1 The Customer affirms that the information it submits is complete, accurate, and current, and that the individual providing information to update Creditsafe’s record on behalf of the Customer is authorized by the Customer to do so. Customer agrees to update such information as is necessary to maintain its currency and accuracy. The Customer further acknowledge and agrees that Creditsafe makes no guarantees as to whether the Submitted Information will in any way alter the Customer’s credit file or credit scores. The Customer understands and agrees that Submitted Information may be stored and utilized by Creditsafe to create and/or update its database of commercially available business records, which Creditsafe markets and distributes to customers and other third parties worldwide. Customer grants Creditsafe the perpetual, royalty-free license to utilize such Submitted Information in connection with its business, including the sale and/or licensing of its databases of commercially available business records.
15.1.2 If Creditsafe determines, in accordance with its own internal processes and standards, that the Customer’s business is out of business or that the Customer has provided noncurrent or inaccurate information about its business, or does not wish to list the business for any reason at its sole discretion, the Customer acknowledges and agrees that Credisafe may remove the Customer’s listing(s) from Creditsafe’s online business products and services. If Creditsafe determines that the Customer’s information is not accurate, Creditsafe may notify the Customer at the email address provided to us and give the Customer an opportunity to verify or update their Submitted Information. If the Customer is unable to provide such verification within the time frame set forth in the notice, then Creditsafe reserve the right to remove or modify the Customer’s listing in the Creditsafe online business products and services Notwithstanding the foregoing, the Customer acknowledges and agrees that Creditsafe has no obligation to monitor or investigate the accuracy of any Submitted Information.
15.1.3 If the Customer has selected a free MyCreditsafe Service or purchased a paid MyCreditsafe Service which includes a MyCreditsafe certificate (the “Certificate”), the Customer acknowledges and agrees that;
15.1.3.1 Creditsafe may perform a daily validation on the Customer’s business file, and that Creditsafe may disable and/or discontinue and/or revoke the availability or display of the Certificate if Creditsafe chooses, in its sole discretion to do so, including if it determines, in accordance with its internal processes and standards, that the subject business;
15.1.3.1.1 is out of business; or
15.1.3.1.2 has provided noncurrent or inaccurate business information; or
15.1.3.1.3 presents a risk of potential fraudulent activity; or
15.1.3.1.4 has filed for Chapter 7 bankruptcy.
Creditafe may disable and/or discontinue the availability of the applicable Certificate immediately and will make reasonable efforts to notify the Customer at the email address provided. If Creditsafe determines that the Customer’s business is out of business, we may notify the Customer at the email address provided and give the Customer an opportunity to verify that its business is still active. If the Customer is unable to provide such verification within the time frame set forth in such notice, then Creditsafe may, in its sole discretion, disable and/or discontinue the availability of the applicable Certificate.
15.1.4 Creditsafe grants the Customer, subject to all of the terms and conditions hereof, a revocable, non-exclusive, non-transferable personal license to, reproduce and display the Certificate provided to the Customer by Creditsafe (including, without limitation, display of the Certificate the Customer’s websites, landing pages, blogs and social media properties, in print and broadcast advertising and business directory listings, and on business cards, fax cover sheets, stationery and invoice forms associated with the Customer’s business and on buildings and vehicles used in connection with the Customer’s business operations) and any manuals or other documents relating to the above in a form or manner provided or approved by Creditsafe insofar as is necessary for the Customer to utilize the applicable Creditsafe Services. The Customer agrees, except as expressly permitted in this Agreement, that it will not copy, display, enhance, adapt or modify in any or attempt to do the same to any Certificate, or any documents or manuals relating to the same, without the prior written consent of Creditsafe and will also immediately cease use of the Certificate at our request. The Customer understands that unauthorized use of the Certificate constitutes a violation of this Agreement and applicable law and will cause Creditsafe irreparable harm. Creditsafe shall be entitled to seek injunctive relief without the necessity of posting a bond to prevent unauthorized use of the Certificate.
16. Miscellaneous
16.1 If any provision of this Agreement is held to be invalid or unenforceable, such provision shall be struck out and the remaining provisions shall remain enforceable, except that if the provision of 15.3 preventing the arbitration of class action matters is deemed to be invalid and unenforceable, the entire arbitration provision shall be considered void.
16.2 The parties confirm their intent not to confer any rights on any third parties by virtue of this Agreement.
16.3 The terms of this Agreement and the provision of the Service and the relationship between the 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.
16.4 The Customer agrees irrevocably to submit to the exclusive jurisdiction of the courts of Lehigh County, Pennsylvania.
16.5 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.
16.6 Should any third party data become unavailable to Creditsafe, Creditsafe shall be entitled to, upon giving one months prior notice to the Customer, obtain a similar service from another third party supplier.
17. Media Solutions
17.2 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 the 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 the customer will be responsible for paying the same.