Watchlist Terms of Service

These Watchlist Online Terms of Service (“Terms”) specifically govern the use and provision of the "Watchlists" 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). 

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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.

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By accessing or using the Watchlists 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.

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1. RESTRICTED LICENSE.  Provider hereby grants to Customer a restricted license to use the Feature and any data contained therein, subject to the restrictions and limitations set forth below:

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(i) Generally.  Provider hereby grants to Customer a restricted license to use the Feature solely for Customer’s own internal business purposes.  Customer represents and warrants that all of Customer’s use of the Feature shall be for only legitimate business purposes, including those specified by Customer in connection with a specific information request,  relating to its business and as otherwise governed by the Agreement.  Customer shall not use the Feature for marketing purposes or resell or broker the Feature to any third party and shall not use the Feature for personal (non-business) purposes.  Customer shall not use the Feature to provide data processing services to third-parties or evaluate the data of or for third-parties. Customer agrees that if Provider determines or reasonably suspects that continued provision of Feature  to Customer entails a potential security risk, or that Customer is engaging in marketing activities, reselling, brokering or processing or evaluating the data of or for third-parties, or using the Feature for personal (non-business) purposes or using the Feature' 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, Provider may take immediate action, including, without limitation, terminating the delivery of, and the license to use, the Feature.  Customer shall not access the Feature from Internet Protocol addresses located outside of the United States and its territories without Provider’s prior written approval. Customer may not use the Feature to create a competing product.  Customer shall comply with all laws, regulations and rules which govern the use of the Feature and information provided therein. Provider may at any time mask or cease to provide Customer access to any Feature or portions thereof which Provider may deem, in Provider’s sole discretion, to be sensitive or restricted information. The Provider’s Service Level Agreements (SLAs) and any associated SLA Credits shall not apply to the Feature under any circumstances. The Feature fees may increase up to 3% at the end of each twelve (12) month period. 

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(ii) GLBA Data.  Some of the information contained in the Feature is “nonpublic personal information,” as defined in the Gramm-Leach-Bliley Act (15 U.S.C. § 6801, et seq.) and related state laws, (collectively, the “GLBA”), and is regulated by the GLBA (“GLBA Data”).  Customer shall not obtain and/or use GLBA Data through the Feature, in any manner that would violate the GLBA, or any similar state or local laws, regulations and rules.  Customer acknowledges and agrees that it may be required to certify its permissible use of GLBA Data falling within an exception set forth in the GLBA at the time it requests information in connection with certain Feature and will recertify upon request by Provider. Customer certifies with respect to GLBA Data received through the Feature that it complies with the Interagency Standards for Safeguarding Customer Information issued pursuant to the GLBA.

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(iii) Copyrighted and Trademarked Materials.  Customer shall not remove or obscure any trademarks, copyright notices or other notices contained on materials accessed through the Feature. .

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(iv) Retention of Records.  For uses of GLB Data, DPPA Data and MVR Data, as described in Sections 1(ii), 1(iii) and 1(ix), Customer shall maintain for a period of five (5) years a complete and accurate record (including consumer identity, purpose and, if applicable, consumer authorization) pertaining to every access to such data.

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(v) Economic Sanctions Laws. Customer acknowledges that Provider 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”), the European Union, and the United Kingdom.  Accordingly, Customer shall comply with all economic sanctions laws of the United States, the European Union, and the United Kingdom.  Customer shall not provide access to Feature to any individuals identified on OFAC’s list of Specially Designated Nationals, the UK’s HM Treasury’s Consolidated List of Sanctions Targets, or the EU’s Consolidated List of Persons, Groups, and Entities Subject to EU Financial Sanctions.  Customer shall not take any action which would place Provider in a position of non-compliance with any such economic sanctions laws.

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2. SECURITY.  Customer acknowledges that the information available through the Feature may include personally identifiable information and it is Customer’s obligation to keep all such accessed information confidential and secure.  Accordingly, Customer shall (a) restrict access to Feature to those employees who have a need to know as part of their official duties; (b) ensure that none of its employees shall (i) obtain and/or use any information from the Feature for personal reasons, or (ii) transfer any information received through the Feature to any party except as permitted hereunder; (c) keep all user identification numbers, and related passwords, or other security measures (collectively, “User IDs”) confidential and prohibit the sharing of User IDs; (d) immediately deactivate the User ID of any employee who no longer has a need to know, or for terminated employees on or prior to the date of termination; (e) in addition to any obligations under Paragraph 1, take all commercially reasonable measures to prevent unauthorized access to, or use of, the Feature or data received therefrom, whether the same is in electronic form or hard copy, by any person or entity; (f) maintain and enforce data destruction procedures to protect the security and confidentiality of all information obtained through Feature as it is being disposed; (g) unless otherwise required by law, purge all information received through the Feature and stored electronically or on hard copy by Customer within ninety (90) days of initial receipt; (h) be capable of receiving the Feature where the same are provided utilizing “secure socket layer,” or such other means of secure transmission as is deemed reasonable by Provider; (i) not access and/or use the Feature via mechanical, programmatic, robotic, scripted or other automated search means, other than through batch or machine-to-machine applications approved by Provider; and (j) take all steps to protect their networks and computer environments, or those used to access the Feature, from compromise. Customer agrees that on at least a quarterly basis it will review searches performed by its User IDs to ensure that such searches were performed for a legitimate business purpose and in compliance with all terms and conditions herein.  Customer will implement policies and procedures to prevent unauthorized use of User IDs and the Feature and will immediately notify Provider, in writing to the Provider if Customer suspects, has reason to believe or confirms that a User ID or the Feature (or data derived directly or indirectly therefrom) is or has been lost, stolen, compromised, misused or used, accessed or acquired in an unauthorized manner or by any unauthorized person, or for any purpose other than legitimate business reasons.  Customer shall remain solely liable for all costs associated therewith and shall further reimburse Provider for any expenses it incurs due to Customer’s failure to prevent such impermissible use or access of User IDs and/or the Feature, or any actions required as a result thereof.  Furthermore, in the event that the Feature provided to the Customer include personally identifiable information (including, but not limited to, social security numbers, driver’s license numbers or dates of birth), the following shall apply: Customer acknowledges that, upon unauthorized acquisition or access of or to such personally identifiable information, including but not limited to that which is due to use by an unauthorized person or due to unauthorized use (a "Security Event"), Customer shall, in compliance with law, notify the individuals whose information was potentially accessed or acquired that a Security Event has occurred, and shall also notify any other parties (including but not limited to regulatory entities and credit reporting agencies) as may be required in Provider’s reasonable discretion.  Customer agrees that such notification shall not reference Provider or the product through which the data was provided, nor shall Provider be otherwise identified or referenced in connection with the Security Event, without Provider’s express written consent. Customer shall be solely responsible for any other legal or regulatory obligations which may arise under applicable law in connection with such a Security Event and shall bear all costs associated with complying with legal and regulatory obligations in connection therewith.  Customer shall remain solely liable for claims that may arise from a Security Event, including, but not limited to, costs for litigation (including attorneys’ fees), and reimbursement sought by individuals, including but not limited to, costs for credit monitoring or allegations of loss in connection with the Security Event, and to the extent that any claims are brought against Provider, shall indemnify Provider from such claims.  Customer shall provide samples of all proposed materials to notify consumers and any third-parties, including regulatory entities, to Provider for review and approval prior to distribution. In the event of a Security Event, Provider may, in its sole discretion, take immediate action, including suspension or termination of Customer’s account, without further obligation or liability of any kind. 

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3. PERFORMANCE. Provider will use commercially reasonable efforts to deliver the Feature requested by Customer and to compile information gathered from selected public records and other sources used in the provision of the Feature; provided, however, that Customer accepts all information "AS IS." Customer acknowledges and agrees that Provider obtains its data from third-party sources, which may or may not be completely thorough and accurate, and that Customer shall not rely on Provider for the accuracy or completeness of information supplied through the Feature.  Without limiting the foregoing, the criminal record data that may be provided as part of the Feature may include records that have been expunged, sealed, or otherwise have become inaccessible to the public since the date on which the data was last updated or collected.  Customer understands that Customer may be restricted from accessing certain Feature which may be otherwise available.  Provider 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 Feature.  In the event that Provider discontinues a material portion of the materials and features that Customer regularly uses in the ordinary course of its business, and such materials and features are part of a flat fee subscription plan to which Customer has subscribed, Provider will, at Customer’s option, issue a prorated credit to Customer’s account.    

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4. GLBA PURPOSE. The services provided under this Agreement may contain information governed by the Gramm-Leach-Bliley Act (GLBA). Customer hereby represents and warrants that it is using the Feature for one of the following permissible purpose: (i) Fraud Prevention or Detection, for use to protect against or prevent actual or potential fraud. Unauthorized transactions, claims, or other liability; (ii) Required Institutional Risk Control, for required institutional risk control, or for resolving customer disputes or inquiries; or (iii) Legal Compliance, for use to comply with Federal, State, or local laws, rules, and other applicable legal requirements.

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5. INTELLECTUAL PROPERTY; CONFIDENTIALITY. Customer agrees that Customer shall not reproduce, retransmit, republish, or otherwise transfer for any commercial purposes the Feature' information, programs or computer applications. Customer acknowledges that Provider (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 Feature and the data and information that they provide. Customer shall use such materials in a manner consistent with Provider's interests and the terms and conditions herein, and shall notify Provider of any threatened or actual infringement of Provider's rights. Notwithstanding anything in this Agreement to the contrary, Provider or Provider’s data providers shall own Customer’s search inquiry data used to access the Provider  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 Provider 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 Provider’s information, product information, pricing information, product development plans, forecasts, data contained in Feature, 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.

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6. WARRANTIES/LIMITATION OF LIABILITY. Neither Provider, nor its subsidiaries and affiliates, nor any third-party data providers (for purposes of indemnification, warranties, and limitations on liability, Provider, its subsidiaries and affiliates, and its data providers are hereby collectively referred to as “Provider”) shall be liable to Customer (or to any person claiming through Customer to whom Customer may have provided data from the ProviderServices) for any loss or injury arising out of or caused in whole or in part by Provider 's acts or omissions in procuring, compiling, collecting, interpreting, reporting, communicating, or delivering the Feature. If, notwithstanding the foregoing, liability can be imposed on Provider, then Customer agrees that Provider's aggregate liability for any and all losses or injuries arising out of any act or omission of Provider in connection with anything to be done or furnished under this Agreement, regardless of the cause of the loss or injury, and regardless of the nature of the legal or equitable right claimed to have been violated, shall never exceed One Hundred Dollars ($100.00); and Customer covenants and promises that it will not sue Provider 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 Provider. Provider does not make and hereby disclaims any warranty, express or implied with respect to the Feature.  Provider does not guarantee or warrant the correctness, completeness, merchantability, or fitness for a particular purpose of the Feature or information provided therein. In no event shall Provider 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 Feature may contain errors. Source data is sometimes reported or entered inaccurately, processed poorly or incorrectly, and is generally not free from defect. Feature 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.

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7. INDEMNIFICATION. Customer hereby agrees to protect, indemnify, defend, and hold harmless Provider 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 Provider; (b) breach of any terms, conditions, representations or certifications in this Agreement; and (c) any Security Event.  Provider 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 Feature or data contained therein, when used in accordance with this Agreement, infringe a United States patent or United States registered copyright, subject to the following: (i) Customer must promptly give written notice of any claim to Provider; (ii) Customer must provide any assistance which Provider may reasonably request for the defense of the claim (with reasonable out of pocket expenses paid by Provider); and (iii) Provider 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, Provider will not have any duty to indemnify, defend or hold harmless Customer with respect to any claim of infringement resulting from (1) Customer’s misuse of the Feature; (2) Customer’s failure to use any corrections made available by Provider; (3) Customer’s use of the Feature in combination with any product or information not provided or authorized in writing by Provider; or (4) any information, direction, specification or materials provided by Customer or any third-party.  If an injunction or order is issued restricting the use or distribution of any part of the Feature, or if Provider determines that any part of the Feature is likely to become the subject of a claim of infringement or violation of any proprietary right of any third-party, Provider may in its sole discretion and at its option (A) procure for Customer the right to continue using the Feature; (B) replace or modify the Feature so that they become non-infringing, provided such modification or replacement does not materially alter or affect the use or operation of the Feature; or (C) terminate this Agreement and refund any fees relating to the future use of the Feature. The foregoing remedies constitute Customer’s sole and exclusive remedies and Provider’s entire liability with respect to infringement claims or actions.. 

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8. SURVIVAL OF AGREEMENT. Provisions hereof related to release of claims; indemnification; use and protection of information, data and Feature; payment for the Feature; audit; Provider’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 Feature.

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9. EMPLOYEE TRAINING. Customer shall train new employees prior to allowing access to Feature on Customer’s obligations under this Agreement, including, but not limited to, the licensing requirements and restrictions under Paragraph 1 and the security requirements of Paragraph 2.  Customer shall conduct a similar review of its obligations under this Agreement with existing employees who have access to Feature no less than annually.  Customer shall keep records of such training. 

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10. ATTORNEYS’ FEES. The prevailing party in any action, claim or lawsuit brought pursuant to this Agreement is entitled to payment of all attorneys’ fees and costs expended by such prevailing party in association with such action, claim or lawsuit.

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11. TAXES. The charges for all Feature 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. 

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12. CUSTOMER CHANGES/CREDIT REPORT.  Customer acknowledges and understands that Provider will only allow Customer access to the Feature if Customer’s credentials can be verified in accordance with Provider's internal credentialing procedures.  Customer shall notify Provider immediately of any changes to the information on Customer's Application for the Feature, and, if at any time Customer no longer meets Provider's criteria for providing such service, Provider may terminate this Agreement.  Customer is required to promptly notify Provider of a change in ownership of Customer’s company, any change in the name of Customer’s company, and/or any change in the physical address of Customer’s company.

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13. RELATIONSHIP OF PARTIES. None of the parties shall, at any time, represent that it is the authorized agent or representative of the other. 

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14. CHANGE IN AGREEMENT. By receipt of the Feature, Customer agrees to, and shall comply with, changes to the Restricted License granted Customer in Paragraph 1 herein, changes in pricing, and changes to other provisions of this Agreement as Provider shall make from time to time by notice to Customer via e-mail, online “click wrap” amendments, facsimile, mail, invoice announcements, or other written notification.  All e-mail notifications shall be sent to the individual named in the Customer Administrator Contact Information section, unless stated otherwise in this Agreement.  Provider may, at any time, impose restrictions and/or prohibitions on the Customer’s use of the Feature or certain data.  Customer understands that such restrictions or changes in access may be the result of a modification in Provider 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 Provider of such restrictions, Customer agrees to comply with such restrictions.

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15. PUBLICITY.  Customer will not name Provider or refer to its use of the Feature in any press releases, advertisements, promotional or marketing materials, or make any other third-party disclosures regarding Provider or Customer's use of the Feature.

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16. PRIVACY PRINCIPLES.  With respect to personally identifiable information regarding consumers, the parties further agree as follows:  Provider  has adopted the "Provider  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:  http://www.lexisnexis.com/privacy/data-privacy-principles.aspx.

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17. 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.

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18. ENTIRE AGREEMENT. Except as otherwise provided herein, this Agreement constitutes the final written agreement and understanding of the parties and is intended as a complete and exclusive statement of the terms of the agreement, which shall supersede all other representations, agreements, and understandings, whether oral or written, which relate to the use of the Feature 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 Feature 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 Provider unless Provider agrees to them in a signed writing specifically including those new, other, or different terms. The terms contained herein shall supersede and govern in the event of a conflict between these terms and any new, other, or different terms in any other writing. This Agreement can be executed in counterparts and faxed or electronic signatures will be deemed originals.

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19. MISCELLANEOUS. If any provision of this Agreement or any exhibit shall be held by a court of competent jurisdiction to be contrary to law, invalid or otherwise unenforceable, such provision shall be changed and interpreted so as to best accomplish the objectives of the original provision to the fullest extent allowed by law, and in any event the remaining provisions of this Agreement shall remain in full force and effect. The headings in this Agreement are inserted for reference and convenience only and shall not enter into the interpretation hereof.

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