Terms & Conditions
Restricted License
Delvepoint, LLC (hereafter "Delvepoint"), hereby grants to Customer a restricted license to use Delvepoint Services and any data contained therein, including but not limited to Delvepoint, the Vault, Watchdog Services, RetrievALL, Vehicle Sightings, and the Batch Services, (hereafter "Delvepoint Services") subject to the restrictions and limitations set forth below:
Generally. Delvepoint hereby grants to Customer a restricted license to use Delvepoint Services solely for Customer's own internal business purposes. Customer represents and warrants that all of Customer's use of Delvepoint Services shall be for only legitimate business purposes, including those specified by Customer in connection with specific information request, relating to its business and as otherwise governed by the Agreement. Customer shall not use the Delvepoint Services for marketing purposes or resell or broker the Delvepoint Services to any third party and shall not use the Delvepoint Services for personal (non-business) purposes. Customer shall not use the Delvepoint Services to provide data processing services to third-parties or evaluate the data of or for third-parties. Additionally, Customer agrees that Delvepoint Services may not be used to:
- violate any applicable federal, state or local laws or regulations;
- bother, stalk, harass, threaten or embarrass any individual;
- look up famous people, politicians, celebrities, professional athletes, or any other high-profile individuals (unless Customer has a permissible purpose under the laws set forth below);
- locate individuals under the age of 18. Delvepoint Services are only available to individuals aged 18 years or older.
Customer agrees that if Delvepoint determines or reasonably suspects that continued provision of the Delvepoint Services to customer entails a potential security risk, or that Customer is engaging in marketing activities, reselling, brokering or processing or evaluation the data of or for third-parties or using the Delvepoint Services for personal (non-business) purposes or using the Delvepoint 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, Delvepoint may take immediate action, including, without limitation, terminating the delivery of and the license to use Delvepoint Services. Customer shall not access Delvepoint Services from Internet Protocol addresses located outside of the United States and its territories without Delvepoint's prior written approval. Customer may not use Delvepoint Services to create a competing product. Customer shall comply with all laws, regulations, and rules that, in Delvepoint's opinion, govern the use of Delvepoint Services and information provided therein. Delvepoint may at any time mask or cease to provide Customer access to any Delvepoint Services or portions thereof which Delvepoint may deem, in Delvepoint's sole discretion, to be sensitive or restricted information.
GLBA Data. Some of the information contained in Delvepoint Services is "nonpublic personal information," as defined in and regulated by 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 Delvepoint Services, in any manner that would violate the GLBA, or any similar state or local laws, regulations, and rules. Customer acknowledges and agrees to use such GLBA Data solely in accordance with the permissible use(s) Customer certifies within the Permissible Use Certification of this agreement or in online certifications, under penalty of perjury. Customer acknowledges and agrees that it may be required to certify its permissible use of GLBA Data at the time it requests information in connection with certain Delvepoint Services and will recertify upon request by Delvepoint. Customer certifies, with respect to GLBA Data received through Delvepoint Services that it complies with the Interagency Standards for Safeguarding Customer Information issued pursuant to the GLBA.
DPPA Data. Some of the information contained in Delvepoint Services is "personal information," as defined in and regulated by the Driver's 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 Delvepoint Services in any manner that would violate the DPPA. Customer acknowledges and agrees, under penalty of perjury, to use such information solely in accordance with the permissible use(s) Customer certifies within the Permissible Use Certification of this Agreement. 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 Delvepoint Services and will recertify upon request by Delvepoint. Customer agrees that it shall not use DPPA Data for traffic violation notifications, toll violation notifications, or parking violation notifications. Use of DPPA Data for sending traffic, toll, or parking notices to consumers is prohibited.
DMF Data. Some of the information contained in Delvepoint Services may contain information from the Limited Access Death Master File ("DMF"), pursuant to Section 203 of the Bipartisan Budget Act of 2003. Access to DMF data requires agreement and signature of the Delvepoint Death Master File Addendum ("DMF Addendum"). Customer acknowledges and agrees, under penalty of perjury, that the following provisions are applicable to customer and ordering, access to, and use of Limited Access DMF:
Compliance with Terms of Agreement and Code of Federal Regulation ("CFR").
Customer requesting of DMF must comply with the terms of the Agreement and the requirements of 15 CFR Part 1110, and Customer may not further distribute the DMF.
Change in Status.
Should Customer's status change such that it would no longer have a permissible purpose to access DMF, Customer agrees to immediately notify Delvepoint in writing. Should Customer cease to have access rights to DMF, Customer shall destroy all DMF, and will certify to Delvepoint in writing that it has destroyed all such DMF information.
Security and Audit.
Customer will, at all times, have security provisions in place to protect the DMF from being visible, searchable, harvestable, or in any way discoverable on the World Wide Web, in compliance with this Agreement. Customer understands that any successful attempt by any person to gain unauthorized access to or use of the DMF provided by Delvepoint may result in immediate termination of Customer's access. In addition, any successful attempt by any person to gain unauthorized access may under certain circumstances result in penalties as prescribed in 15 CFR § 1110.200 levied on Customer and the person attempting such access. Customer will take appropriate action to ensure that all persons accessing the Limited Access DMF obtained from Delvepoint are aware of their potential liability for misuse or attempting to gain unauthorized access. Any such access or attempted access is a breach, or attempted breach, of security and Customer must immediately report the same to NTIS at dmfcert@ntis.gov; and to Delvepoint by written notification to Delvepoint, LLC, at the physical address listed on our website (https://www.delvepoint.com/contact.html), and by email (compliance@delvepoint.com) and by phone (1-866-945-1667). Customer agrees to be subject to audit by Delvepoint and/or NTIS to determine Customer's compliance with the requirements of this Addendum, the Agreement, and CFR. Customer agrees to retain a list of all employees, contractors, and subcontractors to which it provides DMF and to make that list available to NTIS and/or Delvepoint as part of any audits conducted hereunder. Customer will not resell or otherwise redistribute DMF.
Penalties.
Customer acknowledges that failure to comply with the provisions of the DMF Addendum may subject Customer to penalties under CFR of $1,000 for each disclosure or use, up to a maximum of $250,000 in penalties per calendar year, or potentially uncapped for willful disclosure.
Law, Dispute Resolution, and Forum.
Customer acknowledges that this Addendum is governed by the terms of federal law. Customer acknowledges that the terms of Section 13 of the Agreement govern disagreement handling, and, without limitation to the foregoing, that jurisdiction is federal court.
Liability.
The U.S. Government/NTIS and IRBsearch (a) make no warranty, express or implied, with respect to information provided under the Agreement, including but not limited to, implied warranties of merchantability and fitness for any particular use; (b) assume no liability for any direct, indirect or consequential damages flowing from any use of any part of the DMF, including infringement of third-party intellectual property rights; and (c) assume no liability for any errors or omissions in DMF. The DMF does have inaccuracies and NTIS and the Social Security Administration (SSA), which provides the DMF to NTIS, and Delvepoint, do not guarantee the accuracy of the DMF. SSA does not have a death record for all deceased persons. Therefore, the absence of a particular person in the DMF is not proof that the individual is alive. Further, in rare instances, it is possible for the records of a person who is not deceased to be included erroneously in the Limited Access DMF. Customer specifically acknowledges the terms of the DMF Addendum to the Agreement, which terms apply to Customer.
Indemnification.
Customer shall indemnify and hold harmless Delvepoint and NTIS and the Department of Commerce from all claims, liabilities, demands, damages, expenses, and losses arising from or in connection with Customer's, Customer's employees', contractors', or subcontractors' use of the DMF. This provision will include any and all claims or liability arising from intellectual property rights.
Survival.
Provisions hereof related to indemnification, use and protection of DMF, audit, disclaimer of warranties, and governing law shall survive termination of this Addendum.
Conflict of Terms.
Recipient acknowledges that the terms of this Addendum, in the event of conflict with the terms of the Contract, apply in addition to, and not in lieu of, such Contract terms, with respect to the Limited Access DMF only.
Driving Record Data. Some of the information contained in Delvepoint Services may contain Driving Record information, not limited to results from the Driving Record Search. It is expressly understood that any information derived from Delvepoint cannot be used for any permissible purpose as defined by Fair Credit Reporting Act (15 SS U.S.C. 1681 et seq.), including the making of an employment decision, a leasing decision, or a decision to insure an individual or business. Customer also certifies to Delvepoint, under penalty of perjury, that Customer is in compliance with the DPPA, as chosen and identified by Customer. Customer further agrees to defend and hold Delvepoint harmless from any breach of the DPPA by Customer, Customer's agents, or Customer's contractors and for any damages, fees, and costs associated therewith. Customer agrees it will recertify, in writing, to Delvepoint that it is an authorized user and that it has one or more authorized uses upon the request of Delvepoint. Customer may not, to the extent permitted by the terms of this Agreement, transfer SSNs via email or ftp without Delvepoint's prior written consent.
Copyrighted and Trademarked Materials. Customer shall not remove or obscure any trademarks, copyright notice or other notices contained on materials accessed through Delvepoint Services. Customer may not upload any copyright or trademarked materials that they do not have current or express rights to use.
Additional Terms. Certain materials contained within the Delvepoint 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 received such materials through the Delvepoint Services, Customer agrees to comply with the General Terms and Conditions for Use of Delvepoint Services contained at the following website www.delvepoint.com/terms (the "General Terms"). The general terms are hereby incorporated into this Agreement by reference.
Fair Credit Reporting Act. The Delvepoint 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 Delvepoint 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, (i) Customer certifies, under penalty of perjury, that it will not use any of the information it receives through Delvepoint Services to determine, in whole or in part an individual's eligibility for any of the following products, services or transactions: (a) in establishing a consumer's eligibility for credit or insurance to be used primarily for personal, family, or household purposes (b) for employment purposes; (c) in connection with a determination of a consumer's eligibility for a license or other benefit granted by a government agency; (d) 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 (e) for 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. (ii) By way of clarification, without limiting the foregoing, Customer may use, except as otherwise prohibited by this Agreement, information received through Delvepoint Services for the following purposes: (a) to verify or authenticate an individual's identity; (b) to prevent or detect fraud or other unlawful activity; (c) to locate an individual; (d) to review the status of a legal proceeding; (e) to collect a debt, provided that such debt collection does not constitute in whole or in part, a determination of individual consumer's eligibility for credit or insurance to be used primarily for personal, family, or household purposes; or (f) to decide 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. (iii) Specifically, if Customer is using Delvepoint Services in connection with collection of a consumer debt on its own behalf, or on behalf of a third party, Customer shall not use Delvepoint Services: (a) to revoke consumer credit; (b) to accelerate consumer payment terms or otherwise change such terms in a manner adverse to a consumer; (c) to determine consumer's eligibility for any repayment plan. (iv) Customer shall not use any of the information it receives through the Delvepoint Services to take any "adverse action," as that term is defined in the FCRA, or otherwise act in a manner that is contrary to a consumer's interest unless the basis for doing so is information Customer obtains from a source other than Delvepoint Services.
Social Security and Driver's License Numbers. Delvepoint may in its sole discretion permit Customer to access Social Security numbers and or Dates of Birth defined as Qualified Data Access ("QA Data"). If customer is authorized by Delvepoint to receive QA Data, and Customer obtains the QA Data through the Delvepoint Services, Customer certifies it will not use or provide the QA Data to any third parties or for any purpose other than as expressly authorized by Delvepoint, the terms and conditions herein, and applicable laws and regulations. In addition to the restrictions on distribution otherwise set forth herein, Customer agrees that it will not permit QA Data obtained through the Delvepoint Services to be used by another department or division of Customer, or by an employee or contractor of Customer that is not an authorized user with an authorized use. Customer agrees it will certify, in writing, its use for QA Data and recertify upon request by Delvepoint. Customer may not, to the extent permitted by the terms of this agreement, transfer QA Data via email or ftp without Delvepoint'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. Delvepoint may at any time and for any or no reason cease to provide or limit the provision of QA Data to Customer.
MVR Data. If customer is permitted to access Motor Vehicle Records ("MVR Data") from Delvepoint, without in any way limiting Customer's obligations to comply with all state and federal laws governing the use of MVR Data, the following specific restrictions apply and are subject to change: (1) Customer shall not use any MVR Data provided by Delvepoint, or portions of the information contained therein, to create or update a file that Customer uses to develop own source of driving history information. (2) As requested by Delvepoint, Customer shall complete any state forms that Delvepoint is legally or contractually bound to obtain from Customer before providing Customer with MVR Data. (3) Delvepoint (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.
Retention of Records. For uses of GLBA, DPPA, DMF, and MVR Data, as described in Sections (refer back to GLBA, DPPA, DMF, MVR Data sections), 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.
Economic Sanctions Laws. Customer acknowledges that Delvepoint is subject to economic sanctions laws, including but not limited to those enforced by the U.S. Department of the Treasury's Office of Foreign Assets Control ("OFAC"). Customer shall not provide access to Delvepoint Services to any individuals identified on OFAC's list of Specially Designated Nationals ("SDN List"). Customer shall not take any action which would place Delvepoint in a position of non-compliance with any such economic sanctions laws.
Delvepoint's Policies and Procedures. In addition to the requirements set forth in this Agreement, Customer agrees to the following: (i.) Customer agrees to comply with Delvepoint policies and procedures as announced by Delvepoint from time to time. (ii.) Delvepoint may from time to time notify Customer of additional, updated or new requirements for compliance, which will be a condition of Customer's continued provision of Delvepoint Services to Customer. Customer agrees to comply with such requirements as to which it has received notice from Delvepoint and such shall be and are incorporated into this Agreement by this reference.
Security
Customer acknowledges that the information available through the Delvepoint Services may include personally identifiable information, including without limitation, the information described in the Terms and Conditions Section 1(b), (c), (d) and (MVR Data Section) hereof, and it is Customer's obligation to keep all such accessed information confidential and secure.
Accordingly, Customer shall: (a) restrict access to Delvepoint Services to those employees who have a need to know as part of their official duties; (b) ensure that none of its employees shall obtain and/or use any information from Delvepoint Services for personal reasons, or (c) not transfer any information received through Delvepoint Services to any party except as permitted hereunder; (d) unless otherwise agreed, keep all user identification numbers and related passwords, or other security measures (collectively "User IDs") confidential and prohibit the sharing of User IDs; (e) immediately deactivate or notify Delvepoint to deactivate the User IDs of any employee who no longer has a need to know, or for terminated employees on or prior to the date of termination; (f) in addition to any obligations under Terms and Conditions Section 1, take all commercially reasonable measures to prevent unauthorized access to, or use of, the Delvepoint Services or data received therefrom, whether the same is in electronic form or hard copy, by any person or entity; (g) maintain and enforce data destruction procedures to protect the security and confidentially of all information obtained through Delvepoint Services as it is being disposed; (h) unless otherwise required by law, purge all information received through Delvepoint Services and stored electronically or on hard copy by Customer within 90 days of initial receipt; (i) be capable of receiving Delvepoint Services where the same are provided utilizing "secure socket layer," or such other means of secure transmission as is deemed reasonable by Delvepoint; (j) not access and/or use Delvepoint Services via mechanical, programmatic, robotic, scripted or other automated search means, other than through batch or machine-to-machine applications approved by Delvepoint. (k) take all steps to protect their networks and computer environment, or those used to access the Delvepoint 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 legitimate business purpose in compliance with all terms and conditions herein. Customer will implement policies and procedures to prevent unauthorized use of User IDs and the Delvepoint Services and will immediately notify Delvepoint if Customer suspects, has reason to believe or confirms that a User ID or the Delvepoint Services (or data derived directly or indirectly therefrom) is or has been lost, stolen, compromised, misused or used, accessed or acquired in any 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 Delvepoint for any expenses it incurs due to Customer's failure to prevent such impermissible use or access of User IDs and/or the Delvepoint Services, or any actions required as a result thereof. Furthermore, in the event that the Delvepoint 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 such personally identifiable information including but not limited to that which is due to use by any 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 Delvepoint's reasonable discretion. Customer agrees that such notification shall not reference Delvepoint or the product in which the data was provided, nor shall Delvepoint be otherwise identified or referenced in connection with the Security Event, without Delvepoint'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 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 Security Event, and to the extent that any claims are brought against Delvepoint, Customer shall indemnify Delvepoint from such claims. Customer shall provide samples of all proposed materials to notify consumers and third-parties, including regulatory entities, to Delvepoint for review and approval prior to distribution. In the event of a Security Event, Delvepoint may, in its sole discretion, take immediate action, including suspension or termination of Customer's account, without further obligation or liability of any kind.
Performance
Delvepoint will use commercially reasonable efforts to deliver the Delvepoint Services requested by Customer and to compile information gathered from selected public records and other sources used in the provision of Delvepoint Services, provided, however, that the Customer accepts all information "AS IS." Customer acknowledges and agrees that Delvepoint obtains its data from third-party sources, which may or may not be completely thorough and accurate, and that Customer shall not rely on Delvepoint for the accuracy or completeness of information supplied through the Delvepoint Services. Customer understands that Customer may be restricted from accessing certain Delvepoint Services that may be otherwise available. Delvepoint 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 Delvepoint Services. In the event that Delvepoint discontinues a material portion of the materials and features that Customer regularly uses in the ordinary course of its business, and such materials are part of a flat fee subscription plan to which Customer has subscribed Delvepoint will, issue a prorated credit to Customer's account.
Pricing Schedule
Delvepoint agrees to provide the products at the applicable charge then prevailing for the information requested. If a Schedule A or sales contract/addendum is attached to this Agreement, the fees as listed on the Addendum or sales contract shall supersede any other listed prices. Customer agrees to pay Delvepoint for services under this Agreement, in accordance with the prices as may be posted on Delvepoint's website (www.delvepoint.com), as updated from time to time through email, online announcements, customer bulletins, invoice announcements, and published price schedules. Delvepoint is not responsible for ensuring delivery of such updates, changes, additions, or deletions to any of its pricing policies that may occur from time to time. All current and future pricing documents are deemed incorporated herein by reference.
Trial Period
The standard Delvepoint trial period allows each new account a set number of free searches for a set time period. Trial period may not include enhanced search types, as outlined in the pricing schedule. The free-trial period begins when all paperwork is completed and approved by Delvepoint. The free-trial period concludes when the free searches are used by the customer or at the end of the set time period following trial account activation, whichever comes first.
Intellectual Property/Confidentiality
Customer agrees that Customer shall not reproduce, retransmit, republish, or otherwise transfer for any commercial purposes the Delvepoint Services' information, programs, or computer applications. Customer acknowledges that Delvepoint (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 Delvepoint Services and the data and information that they provide. Customer shall use such materials in a manner consistent with Delvepoint's interests and terms and conditions herein, and shall notify Delvepoint of any threatened or actual infringement of Delvepoint's rights. Notwithstanding anything in this Agreement to the contrary, Delvepoint or Delvepoint's data provider shall own Customer's search inquiry data used to access the Delvepoint 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 Delvepoint 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 Delvepoint's information, product information, pricing information, product development plans, forecasts, data contained in Delvepoint 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 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 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.
Charges and Fees
For each response to a request for information, Customer agrees to pay to Delvepoint the applicable charge as determined by the Delvepoint then-current fee schedule. All accounts are subject to a minimum monthly fee as determined by the Delvepoint then-current fee schedule. Delvepoint is not responsible for ensuring delivery of such updates, changes, additions, or deletions to any of its policies that may occur from time to time. All current and future Delvepoint pricing documents are deemed incorporated herein by reference. Customer is required to have a credit card or draft by electronic funds transfer (EFT) pursuant to the Automated Clearing House Agreement to be billed directly by Delvepoint associated with the applicable account. If Customer would like to pay by check, Customer will be required to submit a written request to Delvepoint for approval. Additional forms may be required for Customer to be authorized to pay by check. By providing payment information online and/or directly to Delvepoint, Customer hereby authorizes Delvepoint under this Application and Agreement, to bill this credit card or electronic funds transfer (EFT) for the charges incurred for use of Delvepoint Services on a monthly or daily recurring basis as defined below. Additionally, Customer hereby agrees that if the credit card company or financial institution refuses to pay charges incurred for use of Delvepoint Services, Customer shall be personally responsible for the payment of such charges. Customer shall be responsible for payment for all services and fees obtained through Customer's User Name(s), after the expiration of a free trial if applicable, whether or not such User Name(s) is used by Customer or a third party, provided access to the User Name(s) is not the result of use by a person formerly or presently employed by any members of Delvepoint or who obtains the User Name(s) by or through a break-in or unauthorized access of Delvepoint's offices, premises, records or documents, or computer system. Customer has an obligation to implement security procedures to ensure that the User Name(s) is protected from unauthorized access, use or theft. Customer shall pay on a daily or monthly basis to Delvepoint for the use of such Delvepoint Services and applicable fees. For daily-billed customers, Customer agrees that it may be electronically invoiced on a daily basis, with the payment occurring on the day following usage. For monthly billed customers, the Customer agrees that it may be electronically invoiced on the first (1st) day of each month, with payment occurring on the second (2nd) day of each month, unless other arrangements have been agreed upon by Delvepoint and the Customer, via the payment method associated with the Customer's Account. In the event there are insufficient funds in Customer's account following an initial debit attempt, Delvepoint will make a second attempt to charge the card on the fifth (5th) day of the month. After the second unsuccessful debit attempt, Delvepoint may temporarily suspend all Delvepoint Services, may issue a late payment notice, and may charge Customer a $35 late fee. Delinquent Accounts will accrue interest at the rate of 1.5% per month (18% per annum) or the maximum amount allowed by law, if less. In the event the bank returns the check payment received by the customer as insufficient funds, Delvepoint may issue a $35 fee to the Account for the returned item. In the event a delinquent Account is temporarily suspended, the Customer will need to make full payment of the delinquent amount to resume Delvepoint Services unless other arrangements are made between Delvepoint and the Customer. In the event, a customer has canceled there Delvepoint Services during a given month, all services and fees will be billed on a final invoice the first (1st) day of the month following the month of cancellation, with payment occurring on the second(2nd) day of the month. Cancellation of a customer's account must be received in writing (see Section 12-Termination). Customers may have a daily spending limit on their Account, which may prevent a Customer from incurring additional search costs once met. The daily spending limit is set at the discretion of Delvepoint. A daily-billed customer may pay their bill in full, prior to being invoiced and charged. As a security procedure, it is Customer's responsibility to notify Delvepoint promptly (within no less than 30 days), upon receipt of a monthly invoice or the monthly statement for any credit card or automated clearing house transaction, of any erroneous or unauthorized billing charges that Customer did not intend to be bound by, or for which Customer had not received any benefit or value. Furthermore, in the event that the Customer's User Name(s) or password(s) have been compromised, it is the Customer's obligation to notify Delvepoint promptly (within no less than three days). Delvepoint will make reasonable efforts and use reasonable methods to resolve any disputes or discrepancies that arise regarding your monthly invoice or statement. As part of the dispute resolution process, the Customer acknowledges and agrees that the Authorized User or Cardholder will not initiate any chargeback or claim procedure with our Merchant Bank and your creditor without first contacting Delvepoint and providing us with the opportunity to resolve the claim or dispute, even if we were ultimately unable to provide a resolution. In the event a chargeback or claim procedure is executed with our Merchant Bank, Delvepoint will issue a Dispute Chargeback Fee of $35 to the Account for the disputed item.
Data Storage/Vault
The Vault is a storage and organization center for Customer's use. All information stored in the Vault is encrypted and secure. Delvepoint does not read, monitor, or review the content of the Vault. Customer's Vault contents are the property of the Customer and are available for download at any time, providing the Customer is in good standing with Delvepoint, as outlined by the Agreement. Unless otherwise required by law, Customer shall purge all information received through Delvepoint Services stored in The Vault within 90 days of initial receipt. Account cancellation will result in loss of all vault materials.
Delvepoint shall use reasonable skill and due care in providing the Vault, but, to the greatest extent permissible by applicable law, Delvepoint does not guarantee or warrant that any content stored or accessed through the vault will not be subject to inadvertent damage, corruption, loss, or removal in accordance with the terms of this agreement, and Delvepoint shall not be responsible should such damage, corruption, loss, or removal occur.
It is the responsibility of the Customer to maintain appropriate alternate backup of your information and data. Utilizing the Message Center permits Delvepoint to store attachments, deliver messages to other users, and receive messages from other users. Delvepoint does not read or monitor messages or attachments. Additional storage for the Message Center and/or Vault is available for purchase on a subscription basis.
Watchdog Services
The Watchdog Services are provided at the discretion of Delvepoint to Customer. Watchdog Services are billed as a monthly service, as detailed in Customer's price plan. Watchdog Services are billed in monthly increments, not available as a pro-rated fee for any reason, and are only available to Customers with a monthly-billed agreement. Watches are only available while a Customer is active; any change in status will result in the cancellation of all active watches, without refund.
(a) Arrest & Booking Watches. Customer agrees to receive updates via email about the identified subject's arrest and booking status. Arrest & Booking Watches do not produce search results, only alerts based on publicly reported information.
(b) Search Result Watches. Customer agrees to receive updates via email about updates to Customer-selected criteria. Customer agrees to the full costs of the Search Result Watch, which includes the frequency fee and subsequent transaction fee if/when an update is detected. No disputes are available for transactions generated by the Search Result Watch. Customer bears the sole responsibility of adding, editing, and deleting all watches. If, at any time during an active watch, the Customer's GLBA, DPPA, or DMF usage permission changes, Customer bears sole responsibility to cancel the active watch.
Vehicle Sightings
The Vehicle Sightings are provided at the discretion of Delvepoint to Customer via a third party vendor. Customer agrees by accessing the Vehicle Sightings to comply with all terms and conditions required herein and by the third party. Vehicle Sightings are billed on a transactional basis, as detailed in Customer's price plan and are only available to Customers with a monthly-billed agreement. Customer must have a permitted investigative use case in connection with claims investigation activities, antifraud activities, rating or underwriting.
Term of Agreement
This Agreement is for services rendered and shall be in full force and effect during such periods of time during which Delvepoint is providing services for Customer (the "Term"); provided, however, that if a Schedule A is attached to this Agreement, any term provided on such Schedule A (the "Schedule A Term") shall be considered the Term of this Agreement until the expiration of that Schedule A Term. Upon expiration of any Schedule A Term, this Agreement shall continue in effect for so long as Delvepoint is providing services for Customer. Certain portions of this Agreement shall survive pursuant to Section 17 below.
Termination
Except where an attached Schedule A or other agreement or contract provides for a term or otherwise sets forth Customer's minimum financial commitment, either party may terminate this agreement at any time for any reason. Termination of this agreement must be received in writing by completing a Delvepoint Termination Form. Accounts with no billing activity for a period greater than six (6) months may be deemed inactive unless notification is received by the Customer to continue the Delvepoint Services.
Governing Law
This Agreement shall be governed by and construed in accordance with the laws of the State of Florida, without effect to conflict of law principles, the parties agreeing that the formation of this Agreement is in the State of Florida. Additionally, any action brought pursuant to Customer's use of Delvepoint Services or pursuant to the terms and conditions of this Agreement shall be brought within the jurisdiction and venue of the courts of Leon County, Florida. The parties acknowledge that a substantial portion of negotiations and anticipated performance of this Agreement occurred or shall occur in Leon County, Florida, and that, therefore, each of the parties irrevocably and unconditionally (a) agrees that any lawsuit, action, or other legal proceeding arising out of or related to this Agreement must be brought in the courts of record of the state of Florida in Leon County or the District Court of the United States, Northern District of Florida, Tallahassee Division; (b) consents to and shall make all elections to the jurisdiction and venue of such court in any such lawsuit, action, or proceeding; and (c) waives any objection that it may have to the laying of venue of any such lawsuit, action, or proceeding in any such court.
Assignment
The license granted pursuant to this Agreement to Customer to use Delvepoint Services may not be assigned by Customer, in whole or in part, without the prior written consent of Delvepoint. For purposes of this Agreement, a change in control of Customer of twenty percent (20%) or more shall constitute an assignment. The Customer acknowledges that this Agreement is fully assignable by Delvepoint and is a transferable record as an electronic record.
Warranties/Limitation of Liability
Neither Delvepoint, nor their subsidiaries and affiliates, nor any third-party data provider (for purposes of indemnification, warranties, and limitations on liability, Delvepoint, its subsidiaries and affiliates, and their data providers are hereby collectively referred to as " Delvepoint ") shall be liable to Customer (or to any person claiming through Customer to whom Customer may have provided data from Delvepoint Services) for any loss or injury arising out of or caused in whole or in part by Delvepoint's acts or omissions in procuring, compiling, collecting, interpreting, reporting, communicating, or delivering Delvepoint Services.
Delvepoint has provided a Customer referral and rating system to certain Customers. Any Customer who chooses to utilize this Customer referral and rating system hereby releases and discharges any claims or liability against Delvepoint related to this Customer referral and rating system. Delvepoint shall not be held liable to any Customer or Third Party for any negative rating or comments regarding the services performed by the Customer and Customer acknowledges that Delvepoint has no liability for any damages and/or consequences whatsoever related to Customer's participation in or use of this Customer referral and rating system. By agreeing to these Terms and Conditions, the Customer agrees not to post any content or take any action on this site that infringes or violates someone else's rights, otherwise violates the law and adheres to the Delvepoint Community Guidelines. Delvepoint reserves the right to remove any content or information Customer posts on our site for any reason.
If, notwithstanding the foregoing, liability can be imposed on Delvepoint, then Customer agrees that Delvepoint's aggregate liability for any and all losses or injuries arising out of any act or omission of Delvepoint 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);provided, however, that such limitation of liability shall not apply to Delvepoint's indemnification obligation detailed in Terms and Conditions Section 16 hereof, and customer covenants and promises that it will not sue Delvepoint 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 Delvepoint. Delvepoint does not make and hereby disclaims any warranty, express or implied, with respect to Delvepoint Services provided hereunder; provided, however, Delvepoint does hereby warrant that Delvepoint has complied with the law and applicable third-party data provider contracts in providing Delvepoint Services. Delvepoint does not guarantee or warrant the correctness, completeness, merchantability, or fitness for a particular purpose of Delvepoint Services or information provided therein. In no event shall Delvepoint 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 Delvepoint Services may contain errors. Source data is sometimes reported or entered inaccurately, processed poorly or incorrectly, and is generally not free from defect. Delvepoint 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.
Indemnification
Customer hereby agrees to protect, indemnify, defend, and hold harmless Delvepoint 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 Delvepoint; (b) breach of any terms, conditions, representations or certifications in this Agreement; and (c) any Security Event. Delvepoint 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 Delvepoint 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:
(a) Customer must promptly give written notice of any claim to Delvepoint; (b) Customer must provide any assistance which Delvepoint may reasonably request for the defense of the claim (with reasonable out of pocket expenses paid by Delvepoint); (c) Delvepoint 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, Delvepoint will not have nay duty to indemnify, defend or hold harmless Customer with respect to any claim of infringement resulting from (1) Customer's misuse of the Delvepoint Services; (2) Customer's failure to use any corrections made by Delvepoint; (3) Customer's use of the Delvepoint Services in combination with any product or information not provided or authorized in writing by Delvepoint; (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 Delvepoint Services, or if Delvepoint determines that any part of the Delvepoint Services is likely to become the subject of a claim of infringement or violation of any proprietary right of any third-party, Delvepoint may in its sole discretion and at its option (A) procure for Customer the right to continue using the Delvepoint Services; (B) replace or modify the Delvepoint Services so that they become non-infringing, provided such modification or replacement does not materially alter or affect the use or operation of the Delvepoint Services; or (C) terminate this Agreement and refund any fees relating to the future use of the Delvepoint Services. The foregoing remedies constitute Customer's sole and exclusive remedies and Delvepoint's entire liability with respect to infringement claims or actions.
Survival of Agreement
Provisions hereof related to release of claims; indemnification; use and protection of information, data and Delvepoint Services; payment for the Delvepoint Services; audit; Delvepoint'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 Delvepoint Services.
Audit and Compliance
Customer understands and agrees that in order to receive federally regulated data and ensure compliance with the GLBA, DPPA, and DMF, other similar state or federal laws, regulations or rules, regulatory agency requirements, this Agreement, and Delvepoint's obligations under its contracts with its data providers and Delvepoint's internal policies, Delvepoint may require certain documentation to be provided with the application for services. Documentation may be required to be provided on an annual basis to continue customer's access to the Delvepoint Services. Delvepoint may conduct periodic reviews of Customer's use of the Delvepoint Services and may, upon reasonable notice, audit Customer's records, processes, and procedures related to Customer's use, storage, and disposal of Delvepoint 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 Delvepoint will be subject to immediate action, including, but not limited to, suspension or termination of the license to use the Delvepoint Services, reactivation fees, legal action, and/or referral to federal or state regulatory agencies.
Employee Training
Customer shall train new employees prior to allowing access to Delvepoint Services on Customer's obligations under this Agreement, including but not limited to the licensing requirements and restrictions under Terms and Conditions paragraph 1 and the security requirements of Terms and Conditions paragraph 2. Customer shall conduct a similar review of its obligations under this Agreement with existing employees who have access to Delvepoint Services no less than annually. Customer shall keep records of such training.
Attorney's Fees
The prevailing party in any action, claim, lawsuit or appeal brought pursuant to this Agreement is entitled to payment of reasonable attorneys' fees and costs expended by such prevailing party in association with such action, claim, lawsuit or appeal.
Taxes
The charges for all Delvepoint 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.
Customer Change/Credit Report
Customer acknowledges and understands that Delvepoint will only allow Customer access to the Delvepoint Services if Customer's credentials can be verified in accordance with Delvepoint's internal credentialing procedures. Customer shall notify Delvepoint immediately of any changes to the information on Customer's Application for Delvepoint Services, and, if at any time Customer no longer meets Delvepoint's criteria for providing such service, Delvepoint may terminate this Agreement. Customer is required to promptly notify Delvepoint of a change in ownership of the Customer's company, any change in the name of Customer's company, and/or any change in the physical address of Customer's company.
Relationship of Parties
None of the parties shall at any time represent that they are the authorized agents or representatives of the others. The issuance of an Delvepoint Account Number and associated User Name(s) and password(s) denotes formation of the contract as described herein. Such transaction, i.e. issuance of the User Name(s) and password(s), is deemed Delvepoint's signature to this Agreement.
Change In Agreement
By receipt of Delvepoint Services, Customer agrees to, and shall comply with, changes to the Restricted License granted Customer in Terms and Conditions Paragraph 1 herein, changes in pricing and changes to other provisions of this Agreement as Delvepoint 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 Contact Information section of the application, unless stated otherwise in this Agreement. Delvepoint may, at any time, impose restrictions and/or prohibitions on the Customer's use of the Delvepoint Services or certain data. Customer understands that such restrictions or changes in access may be the result of a modification in Delvepoint 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 Delvepoint of such restrictions, Customer agrees to comply with such restrictions.
Publicity
Customer will not name Delvepoint or refer to its use of the Delvepoint Services in any press releases, advertisements, promotional or marketing materials, or make any other third-party disclosures regarding Delvepoint or Customer's use of the Delvepoint Services.
Privacy Principles
With respect to personally identifiable information regarding consumers, the parties further agree as follows: Delvepoint has adopted the "Delvepoint Data Privacy Principles" ("Principles"), which may be modified from time to time, recognizing the importance of appropriate privacy protections for consumer data, and Customer agrees that Customer (including its directors, officers, employees or agents) will comply with the Principles or Customer's own comparable privacy principles, policies, or practices. The Principles are available at: www.delvepoint.com/privacy
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.
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 this agreement, which shall supersede all other representations, agreements, and understandings, whether oral or written, which relate solely and exclusively to the use of Delvepoint 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 Delvepoint 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 Delvepoint unless Delvepoint 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 contract in which this Agreement is referenced or made a part of. In the event any one or more provisions of this Agreement or any exhibit is held to be invalid or otherwise unenforceable, the enforceability of the remaining provisions shall be unimpaired the meaning given to them in the Application. This Agreement can be executed in counterparts and faxed or electronic signatures will be deemed originals.
Translation
We may translate these Terms into other languages for your convenience. Nevertheless, the English version governs the relationship with Delvepoint, and any inconsistencies among the different versions will be resolved in favor of the English version.
Other
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.
If Delvepoint fails to enforce any of this Agreement, it will not be considered a waiver.
Any amendment to or waiver of this Agreement must be made in writing and signed by Delvepoint.
Customer will not transfer any of your rights or obligations under this Agreement to anyone else without your consent.
All of Delvepoint's rights and obligations under this Agreement are freely assignable by us in connection with a merger, acquisition, or sale of assets, or by operation of law or otherwise.
Nothing in this Agreement shall prevent us from complying with the law.
This Agreement does not confer any third party beneficiary rights.
Customer will comply with all applicable laws when using or accessing Delvepoint.
All content presented by Customers, either publicly posted or privately transmitted, is the sole responsibility of the person who originated such content. Delvepoint may not monitor or control the content posted or presented by Customers and we cannot take responsibility for such content. Any use or reliance on any such content found on the site is at your own risk. Delvepoint does not endorse, support, represent or guarantee the completeness, truthfulness, accuracy, or reliability of any content or communications posted via this site or endorse any opinions expressed by Customers. Under no circumstances will Delvepoint be liable in any way for such content or damages of any kind as a result of the posting of said content.
Version: 20220927