Transaction Screening Terms of Service
These Transaction Screening Online Terms of Service (“Terms”) specifically govern the use and provision of the "Transaction Screening" feature (the “Feature”) offered by Unit21, Inc. (“Vendor”). These Terms are incorporated by reference into, and supplement, the Master Services Agreement (“MSA”), Statement of Work (“SOW”), and any other agreements between Vendor and Customer (as defined in the applicable SOW or MSA).
In the event of any conflict or inconsistency between these Terms and any other agreement, including but not limited to the MSA or SOW, these Terms shall prevail solely with respect to the use, operation, and provision of the Watchlists feature.
By accessing or using the Transaction Screening feature, Customers agree to be bound by these Terms, as they may be updated from time to time. The Vendor reserves the right to modify these Terms at its discretion, with such changes being effective upon notice to Customers or upon publication on the Vendor’s platform.
GRANT AND SCOPE OF LICENSE. Unit21 grants User, a limited, non-exclusive, non-transferable right to install and/or use the Transaction Screening software and/or service which these Terms accompanies, including the data and/or information delivered to User through use of such software and/or service (collectively, the “Software Product”) and any documentation supporting the use of the Software Product (the “Documentation”), only by individual end users located within the country in which, at the time of first installation or use of the Software Product pursuant to these Terms, the individual who installs or uses it is located, provided that User complies with all of the terms and conditions of these Terms, and does so in strict accordance with the following conditions: (i) User shall use the Software Product to scan data of and for the User only; (ii) User shall use the Software Product solely for User’s own internal business purposes, and not for providing service bureau, timesharing, data processing or other similar services to third parties; (iii) User shall not use the Software Product to evaluate or scan data of or for third parties, and such evaluation and/or scanning is expressly prohibited; (iv) User shall not reveal any links, user accounts, or passwords for the Software Product to third parties (other than to agents of User that have been pre-authorized in writing by Unit21 and who have a need to know such information); (v) User shall not use the Software Product to create a product or service that would compete with the Software Product; (vi) User acknowledges and agrees that it is not permitted to and that it shall not use the Software Product or the information accessed in connection therewith, in whole or in part, for the purpose of serving as a factor in establishing a consumer’s eligibility for credit or insurance, employment purposes, or for any other purpose(s) authorized under section 604 of the federal Fair Credit Reporting Act (15 U.S.C. Sec. 1681 et seq.) (“FCRA”) or similar state statute; (vii) User shall use the Software Product in accordance with the requirements of all applicable laws and regulations; and (viii) to the extent that the license fees hereunder are calculated based upon the number of end user seats, asset size, number of accounts, or other criterion (“Permitted Usage Maximum”) User shall not exceed such Permitted Annual Usage Maximum unless it first purchases such additional license rights from Unit21. User shall be liable for its agent’s breach of these Terms as if such breach had been committed by User Certain data that is accessible through the Transaction Screening software or services is available only pursuant to a separate agreement between User and Unit21, or between User and a third party, and the terms and conditions of the separate agreement exclusively govern the use of such data.
TERMINATION. Unit21 may terminate these Terms and/or all access to data files immediately and without notice if Unit21 has a reasonable basis to believe that User or any of its employees or agents have used or will use the Software Product in connection with any violation of applicable laws, regulations, or the scope of the license granted hereunder or have committed or will commit hostile network attacks or other improper activities. Upon termination, User shall immediately cease using the Software Product and shall dispose of all copies of the Software Product, Documentation, and any other Software Products or materials received from Unit21 by either returning same to Unit21 or erasing, purging or destroying same. Upon request, User shall provide Unit21 with a written statement signed by a duly authorized representative certifying that all such Software Product, Documentation, and other products or materials received from Unit21 have been duly returned, erased, purged and destroyed.
PROPRIETARY RIGHTS. These Terms do not transfer ownership of the Software Product, the Documentation or any copy thereof, or any other intellectual property rights of Unit21. As between Unit21 and User, shall retain all right, title and interest in and to the Software Product, the Documentation and any copies thereof furnished to User or otherwise made by User hereunder, and all intellectual property embodied therein, including all rights and benefits afforded under United States copyright, patent, or trade secret law and international treaties. User shall use the Software Product consistently with Unit21’s right, title and interest therein, shall promptly notify Unit21 of any threatened or actual infringement thereof, and shall cooperate without charge (provided that Unit21 will reimburse out of pocket expenses) in Unit21’s efforts to protect its rights therein.
CONFIDENTIAL INFORMATION. The Software Product and the Documentation (“Confidential Information”) are treated by Unit21 as confidential and contain substantial trade secrets of Unit21, which Unit21 has entrusted to User in confidence to use only as expressly authorized. User shall not use any such Confidential Information for any purpose except as reasonably necessary to perform the terms and conditions of this Agreement and to accomplish the specific purpose for which such Confidential Information was provided. User shall not disclose or permit to be disclosed any such Confidential Information to any third person without the prior written consent of Unit21. User shall protect the confidentiality of the Confidential Information with the same degree of care used by User to protect the confidentiality of its most sensitive trade secrets, but in no event less than a reasonable degree of care. User shall (i) instruct its employees and any other party having access to the Confidential Information of User's responsibilities under these Terms and (ii) be liable for any such person’s breach of these Terms as if such breach had been committed by User. Confidential Information shall not include information that: (i) is or becomes a part of the public domain through no act or omission of User; (ii) is lawfully disclosed to User by a third party without an obligation of nondisclosure or secrecy to Unit21; (iii) is independently developed by User without reference to the Confidential Information; or (iv) was already in the User’s possession prior to the earlier of (a) the date these Terms first goes into effect, or (b) the date of first disclosure to User by Unit21. Additionally, User may disclose Confidential Information solely to the extent required by subpoena, court order or other governmental authority, provided that User shall give Unit21 prompt written notice of such subpoena, court order or other governmental authority so as to allow Unit21 to have an opportunity to obtain a protective order to prohibit or restrict such disclosure. Confidential Information disclosed pursuant to subpoena, court order or other governmental authority shall otherwise remain subject to the terms applicable to Confidential Information. With respect to Confidential Information that constitutes trade secrets pursuant to applicable law, User’s obligations pursuant to this section shall continue for so long as such Confidential Information shall continue to constitute trade secrets. With respect to Confidential Information that does not constitute or that ceases to constitute trade secrets pursuant to applicable law, User’s obligations pursuant to this section shall continue for not less than the term of these Terms and for a period of five (5) years thereafter. User acknowledges that the Confidential Information is commercially valuable, proprietary information of Unit21, the design and development of which reflect the expenditure of great effort and expense. User acknowledges and agrees that, for any breach of these Terms, Unit21 will not have an adequate remedy at law, and User consents (without limiting the right of Unit21 to any other remedy) to the entry of an injunction against any threatened or continuing breach by any court of competent jurisdiction.
DESCRIPTION OF LIMITATIONS. User agrees not to modify, adapt, reproduce, distribute, resell, retransmit, merge with any other program, prepare derivative works based on, demonstrate, translate, or reverse engineer, decompile, disassemble or otherwise attempt to discover the source code of the Software Product, except: (i) User may install or access the Software Product and/or Documentation on or from User’s computer hard drives (including network or server computers) only as needed to exercise the license rights granted herein; (ii) User may make one (1) copy each of the Software Product, if applicable, and Documentation for each site where the Software Product is in authorized use under these Terms for use only as a backup; and/or (iii) to the extent that such activity is expressly permitted by applicable law notwithstanding this limitation. User must first give Unit21 notice of its intention to engage in any such activity expressly permitted by applicable law sufficiently in advance thereof to permit Unit21 to determine for itself beforehand if such activity is so permitted. Any copy of the Software Product or Documentation made by User shall contain all copyright, trade secret, trademark and other proprietary rights notices or logos as are in the original.
INSPECTION; RECORDS. User understands and agrees that in order to ensure compliance with applicable law and Unit21 policies, Unit21 may conduct periodic audits of User activity and may contact User to provide documentation regarding usage and executed searches. Unit21 also investigates reports of abuse or misuse by User, and User agrees to cooperate fully with any and all audits and/or investigations. Subject to reasonable advance notification, User agrees to permit Unit21 to enter the premises of User and/or its agents for Unit21 to inspect records, reports and the use of the Software Product(s) during regular business hours to verify compliance with the terms of these Terms. User agrees to permit Unit21 to review User’s account(s), links and passwords to verify compliance with the terms of these Terms. Violations discovered in any review by Unit21 will be subject to immediate action including, but not limited to, immediate suspension of User’s access to data and/or termination of these Terms. If Unit21 determines that User is in violation of the terms of these Terms, User shall reimburse Unit21 for all costs incurred in connection with the inspection(s). Furthermore, if Unit21 determines that User has exceeded the Permitted Usage authorized under these Terms, User shall be invoiced two times the fees (without any discounts) that would have been due and payable for any ordinary third-party customer to purchase license rights for the amount of such use beyond the Permitted Usage, and User agrees to pay such invoices immediately upon receipt. Notwithstanding the foregoing, Unit21 shall (i) retain all other remedies available to it under these Terms, or at law or in equity, and (ii) be permitted at any time to review by remote access User’s accounts, links and passwords to verify compliance with the terms of these Terms.
PRIVACY PRINCIPLES. With respect to personally identifiable information regarding consumers, the parties further agree as follows: Unit21 has adopted the "Unit21 Privacy Principles" ("Principles") recognizing the importance of appropriate privacy protections for consumer data and User agrees that User (including its directors, officers, employees and agents) will comply with the Principles or User’s own comparable privacy principles, policies, or practices. User shall implement and maintain reasonable security procedures and practices appropriate to the nature of the information it receives from Unit21, to protect the personal information from unauthorized access, destruction, use, modification or disclosure.
SECURITY EVENT. User agrees to take appropriate measures so as to protect against the misuse and/or unauthorized access of the Software Product and data delivered through the Software Product, including unauthorized access through or to User’s user identification numbers or passwords. In the event that User learns or has reason to believe that Unit21 data has been disclosed or accessed by an unauthorized party, User will immediately give notice of such event to Unit21. Furthermore, in the event that User has access to or acquires individually identifiable information (e.g., social security numbers, driver’s license numbers or dates of birth) in relation to the Agreement, the following shall apply: User acknowledges that upon unauthorized acquisition of such individually identifiable information (a "Security Event"), User shall, in compliance with law, notify the individuals whose information was disclosed that a Security Event has occurred. In addition, User shall be responsible for any other legal obligations which may arise under applicable law in connection with such a Security Event.
DATA FILES. The Software Product requires regular updates of the watch list data. Unit21 will email notices regarding updated watch list(s) if User is current on all fees, unless User otherwise automatically has access to updates by virtue of its access to such functionality included in the Software Product. Unit21 is not responsible for incorrect email addresses, returned and undelivered emails, file downloads, files lost in transmission, or the improper installation or misuse of the files by User. Unit21 shall use commercially reasonable efforts to update the watch list(s) as defined at http://www.XXX.com, which Unit21 may change from time to time in its sole discretion.
NOTIFICATION OF ERRORS. If User notifies Unit21 of any area of the Software Product that gives unexpected or apparently incorrect results, Unit21 will, in its sole and absolute discretion, (i) examine and/or (ii) make necessary modifications in that area. Unit21 invites User’s feedback concerning the Software Product and Documentation or any bugs, errors, or other problems discovered during the Term. User will not include its own confidential information in such suggestions and Unit21 will have no confidentiality obligations with respect thereto. User agrees that Unit21 and its designees may copy, modify, create derivative works, display, disclose, distribute, license and sublicense, incorporate, and otherwise use any or all of the suggestions, including derivative works thereof, for any purpose.
SUPPORT SERVICES. Unit21 shall provide only limited, remote technical support services (“Standard Support Services”) to be accessed by one (1) designated employee (or his/her substitute) of User between the hours of 6:00 a.m. and 6:00 p.m. Mountain Time (Standard or Daylight, whichever is in effect), Monday through Friday excluding national banking holidays, via electronic mail at the publicly available Unit21 web site, and/or telephone at: XXXXX. Unit21 acknowledges and agrees that User may change the designated employee from time to time; provided such employee is reasonably acceptable to Unit21 and User gives Unit21 written advance notice of such change. Unit21 shall provide Standard Support Services and data file updates for the most current version of the Software Product and Documentation only.
UPDATES. Updates, defined as maintenance updates containing error corrections, will be made available from time to time by Unit21, at its sole discretion.
DOWNTIMES. User acknowledges and agrees that from time to time access to data files and/or the Software Product may be unavailable or inoperable for various reasons, including but not limited to periodic maintenance procedures or repairs which Unit21 may undertake from time to time, equipment malfunctions, or other causes beyond the control of Unit21 or which are not reasonably foreseeable by Unit21, including but not limited to interruption or failure of telecommunication or digital transmission links, network congestion, or other failures (collectively “Downtimes”). Downtimes may also result from suspension by Unit21, in its sole discretion and without notice, of access to data files and/or the Software Product due to actual or suspected hostile network attacks or other improper activities.
DENIALS OF SERVICE OR ACCESS. User acknowledges and agrees that Unit21 is providing data, services, or products to support User’s own processes, and that no customer of User should be denied service or access based solely on data or results provided by Unit21 or the Software Product. User acknowledges and agrees that User is responsible for any denial of service or access to a customer, and that User shall not deny such service or access based upon data or results provided by Unit21 or the Software Product without first conducting an appropriate review and adjudication process. User agrees to indemnify, defend and hold harmless Unit21 and any third parties, as provided herein, for any claim arising from any such denial of service or access.
DISCLAIMER OF WARRANTY. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, Unit21 AND ITS DISTRIBUTORS AND SUPPLIERS DISCLAIM ANY WARRANTY (WHETHER EXPRESS OR IMPLIED), INCLUDING BUT NOT LIMITED TO ANY IMPLIED WARRANTY OF MERCHANTABILITY, FITNESS FOR ANY PARTICULAR PURPOSE, NONINFRINGEMENT OF THIRD PARTY RIGHTS, OR THE CORRECTNESS, COMPLETENESS OR CURRENTNESS OF ANY DATA OR RESULTS, WITH RESPECT TO THE SOFTWARE PRODUCT, DOCUMENTATION, AND SUPPORT SERVICES, ALL OF WHICH ARE BEING PROVIDED ON AN “AS IS” BASIS. ANY STATEMENTS REGARDING THE SOFTWARE PRODUCT OR SUPPORT SERVICES MADE BY A DISTRIBUTOR OR OTHER THIRD PARTY ARE NOT WARRANTIES AND CANNOT BE RELIED UPON BY USER. THE ENTIRE RISK ARISING OUT OF USE OF THE SOFTWARE PRODUCT AND SUPPORT SERVICES REMAINS WITH THE USER.
EXCLUSION OF INCIDENTAL, CONSEQUENTIAL AND CERTAIN OTHER DAMAGES. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT SHALL UNIT21, ITS SUPPLIERS, OR ANYONE ELSE WHO HAS BEEN INVOLVED IN THE CREATION, SOFTWARE PRODUCTION, OR DELIVERY OF THE SOFTWARE PRODUCT OR SUPPORT SERVICES BE LIABLE TO USER OR ANY THIRD PARTY FOR ANY INDIRECT, SPECIAL, INCIDENTAL, PUNITIVE, OR CONSEQUENTIAL DAMAGES WHATSOEVER (INCLUDING BUT NOT LIMITED TO DAMAGES FOR LOSS OF PROFITS, LOSS OF BUSINESS INFORMATION, OR BUSINESS INTERRUPTION) ARISING OUT OF OR IN ANY WAY RELATED TO THE USE OF OR INABILITY TO USE THE SOFTWARE PRODUCT, EVEN IF Unit21 OR ANY THIRD PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. USER ACKNOWLEDGES THAT EVERY BUSINESS DECISION INVOLVES ASSUMPTION OF A RISK, AND THAT NEITHER Unit21 NOR ANY THIRD PARTY UNDERWRITES THAT RISK IN ANY MANNER WHATSOEVER. IF, NOTWITHSTANDING THE FOREGOING, LIABILITY CAN BE IMPOSED ON Unit21 OR ANY THIRD PARTIES, THEN USER AGREES THAT THE AGGREGATE LIABILITY OF Unit21 AND/OR ANY THIRD PARTIES FOR ANY AND ALL LOSSES OR INJURIES ARISING OUT OF ANY ACT OR OMISSION OF Unit21 AND/OR ANY THIRD PARTIES IN CONNECTION WITH ANYTHING TO BE DONE OR FURNISHED UNDER these Terms, REGARDLESS OF THE CAUSE OF THE LOSS OR INJURY (INCLUDING NEGLIGENCE) AND REGARDLESS OF THE NATURE OF THE LEGAL OR EQUITABLE RIGHT CLAIMED TO HAVE BEEN VIOLATED, SHALL NEVER EXCEED THE FEES ACTUALLY PAID BY USER TO Unit21 FOR THE SOFTWARE PRODUCT AND/OR SUPPORT SERVICES TO WHICH A GIVEN CLAIM RELATES AND WHICH WERE DELIVERED OR PROVIDED DURING THE TWELVE (12) MONTHS IMMEDIATELY PRIOR TO THE EVENT GIVING RISE TO THE CLAIM, AND USER COVENANTS AND PROMISES THAT USER WILL NOT SUE Unit21 AND/OR ANY THIRD PARTIES FOR AN AMOUNT GREATER THAN SUCH SUM EVEN IF Unit21 AND/OR ANY THIRD PARTIES WERE ADVISED OF THE POSSIBILITY OF SUCH DAMAGES AND THAT USER WILL NOT SEEK PUNITIVE DAMAGES IN ANY SUIT AGAINST Unit21 AND/OR ANY THIRD PARTIES, ALL IN CONSIDERATION OF THE RECEIPT BY USER OF THE SOFTWARE PRODUCT OR SUPPORT SERVICES AT THE RATES CHARGED BY Unit21 HEREUNDER, WHICH ARE FAR LOWER THAN WOULD BE AVAILABLE TO USER ABSENT THE WAIVERS AND DISCLAIMERS CONTAINED HEREIN. THIS LIMITATION SHALL APPLY NOTWITHSTANDING ANY FAILURE OF AN ESSENTIAL PURPOSE OF ANY LIMITED REMEDY PROVIDED HEREIN.
INDEMNIFICATION. (a) User will indemnify, defend and hold harmless Unit21 and any third parties from and against any and all claims, losses, costs, liabilities and expenses (including reasonable attorneys’ fees) arising from or in any way related to the use of the Software Product or Documentation by User, subject to Unit21’s compliance with all of the provisions of subsection (b) below. (b) (i) The indemnified party must promptly give written notice of any claim to the indemnifying party; (ii) the indemnified party must provide any assistance which the indemnifying party may reasonably request for the defense of the claim (with reasonable out of pocket expenses paid by the indemnifying party); and (iii) the indemnifying party has the right to control the defense or settlement of the claim; provided however, that the indemnified party 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. IF AN INJUNCTION OR ORDER IS ISSUED RESTRICTING THE USE OR DISTRIBUTION OF ANY OF THE SOFTWARE PRODUCT OR DOCUMENTATION, OR IF Unit21 DETERMINES THAT THE SOFTWARE PRODUCT OR DOCUMENTATION ARE LIKELY TO BECOME THE SUBJECT OF A CLAIM OF INFRINGEMENT OR VIOLATION OF ANY PROPRIETARY RIGHT OF ANY THIRD PARTY, Unit21 SHALL IN ITS SOLE DISCRETION AND, AT ITS OPTION (i) PROCURE FOR USER THE RIGHT TO CONTINUE USING, REPRODUCING, AND DISTRIBUTING THE SOFTWARE PRODUCT AND DOCUMENTATION; (ii) REPLACE OR MODIFY THE SOFTWARE PRODUCT AND DOCUMENTATION SO THAT THEY BECOME NON-INFRINGING, PROVIDED SUCH MODIFICATION OR REPLACEMENT DOES NOT MATERIALLY ALTER OR AFFECT THE SPECIFICATIONS FOR OR THE USE OR OPERATION OF THE SOFTWARE PRODUCT; OR (iii) TERMINATE these Terms AND REFUND ANY FEES ON A PRO RATA BASIS FOR LOST USE DURING THE THEN-REMAINING TERM WHEN TERMINATION OF these Terms OCCURS. THE FOREGOING REMEDIES CONSTITUTE USER’S SOLE AND EXCLUSIVE REMEDIES AND Unit21’S ENTIRE LIABILITY WITH RESPECT TO INFRINGEMENT CLAIMS OR ACTIONS.
U.S. GOVERNMENT USE. User acknowledges and agrees that the Software Product and Documentation are “commercial computer software” and “commercial computer software documentation,” respectively, pursuant to DFAR Subpart 227.72 and FAR Section 12.212, as applicable, and any use, modification, reproduction, release, performance, display, provision, or disclosure of the Software Product or Documentation by the U.S. Government shall be governed solely by the terms of these Terms and shall be prohibited except to the extent expressly permitted by the terms of these Terms.
ASSIGNMENT. These Terms shall not be assigned by either party without the advance written consent of the other, provided that Unit21 may assign these Terms to a subsidiary or affiliate, or to a successor to all or a substantial portion of its Transaction ScreeningTM business, without obtaining User’s consent. Upon such assignment: (i) Unit21 shall advise User of such transfer and (ii) the transferee entity shall expressly assume all obligations hereunder. these Terms shall be binding upon and inure to the benefit of the parties, their successors and permitted assigns. Any purported assignment in violation hereof shall be void.
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 these Terms (except for payment obligations) to the extent such delay or failure is caused, in whole or in part, by events, occurrences, or causes beyond the control, and without the negligence of the 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, terrorism, floods, earthquakes, fires, and explosions.
MISCELLANEOUS. These Terms apply to updates, supplements, add-on components, or service components of the Software Product that Unit21 may provide or make available to User after the date User obtains the initial copy of the Software Product, unless they are accompanied by separate terms. Unit21 reserves the right to discontinue the Software Product and related services. these Terms is governed by the laws of the State of Georgia, without regard to conflict of laws principles. THE APPLICATION OF THE UNITED NATIONS CONVENTION ON CONTRACTS FOR THE INTERNATIONAL SALE OF GOODS IS EXPRESSLY EXCLUDED. User acknowledges that the Software Product is of U.S. origin and subject to U.S. export jurisdiction. Any export and/or use of Software Product outside of the United States of America, and compliance with corresponding laws, Nation State regulations, taxes, and tariffs, are the sole responsibility of the User. The failure or delay by either party in exercising any right, power or remedy under these Terms shall not operate as a waiver of any such right, power or remedy. If any provision of these Terms shall be held by a court of competent jurisdiction to be contrary to law, 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 the remaining provisions of these Terms shall remain in full force and effect. The headings in these Terms are inserted for reference and convenience only and shall not enter into the interpretation hereof.
SURVIVAL. Those provisions of these Terms that by their terms, nature or sense survive any termination or expiration of these Terms shall so survive in accordance with their terms, including but not limited to provisions related to intellectual property ownership and proprietary rights, limitations of liability, payment for product or services, disclaimer of warranties, and nondisclosure of confidential information.