TransUnion Risk and Alternative Data Solutions, Inc. (“TRADS”) grants Subscriber a personal, non-exclusive, non-transferable, revocable license to obtain and use the TRADS Services for the purpose(s) certified by Subscriber in your Subscriber Agreement, and, with respect to Identity Manager, for the purpose certified herein, and for no other purpose. Subscriber acknowledges that Subscriber has been granted this license because of Subscriber’s representations to TRADS regarding its authorized use of TRADS Services.
The TRADS Services are provided “as-is”, with no warranties of any kind, whether express, implied in fact or by operation of law, or statutory, including without limitation, those as to quality, non-infringement, accuracy, completeness, timeliness, or currentness, and those warranties that might be implied from a course of performance or dealing or trade usage and warranties of merchantability and fitness for a particular purpose. TRADS and its representatives, including parents, subsidiaries, and affiliates, shall not be liable for, and Subscriber agrees not to sue for, any claim relating to TRADS’s procuring, compiling, collecting, interpreting, reporting, communicating, or delivering TRADS Services.
Subscriber is not an agent or representative of TRADS and will not represent that it is to any third party.
All provisions in these Terms and your Subscriber Agreement that relate to disclaimer of warranties, access and use of TRADS Services, audit, limitation of liability, indemnification, Subscriber’s release of claims, confidentiality of TRADS information, and payment for TRADS Services, shall survive any termination of your Subscriber Agreement.
Modifications to your agreements with TRADS are only binding upon TRADS if contained in a written amendment signed by authorized representatives of both parties.
Subscriber agrees that any breach by Subscriber of its agreements with TRADS would cause TRADS irreparable harm and that, in addition to money damages, TRADS shall be entitled to injunctive relief, without having to post a bond.
Subscriber shall hold in confidence and shall not disclose, in whole or in part, information relating to TRADS’s business, including, without limitation, products, services, systems, processes, pricing, data sources, test results, and other technical and financial information, including the terms of your Subscriber Agreement, as well as TRADS Services or information derived from the TRADS Services (“Services Information”), and any analyses, compilations and reports derived from any of the foregoing. Except for the limited access and use rights granted in your Subscriber Agreement, TRADS retains all right, title and interest in TRADS Services and Services Information and Subscriber is not granted any ownership rights or title thereto.
Limitations on Use
TRADS Services may only be used for the purpose(s) certified in your Subscriber Agreement, and, with respect to Identity Manager, for the purpose certified herein, and for no other purpose, including, without limitation (i) for personal reasons, including locating friends, family members, famous people, government officials, or election candidates; (ii) for marketing purposes; or, (iii) to view your personal information except for training purposes to learn the system.
Neither TRADS Services, nor any Services Information, may be resold under any circumstances.
TRADS Services may only be accessed from within the United States.
Subscriber shall use TRADS Services and Services Information for Subscriber’s exclusive one-time use. Services Information may not be delivered to, or filed with, third parties.
Subscriber must (i) not disclose TRADS passwords to anyone other than its authorized employees, even if such individuals claim to be employees of TRADS; (ii) secure all devices used to access TRADS Services as well as all hard copies and electronic files of Services Information to prevent unauthorized access; (iii) permanently destroy all hard copies and electronic files of Services Information when no longer needed and when applicable regulation(s) permit destruction; and, (iv) have their workstations configured to automatically lock after 15 minutes of inactivity, or set online timeout settings for any TRADS Service (including, without limitation, TLOxp ) session to no more than 15 minutes.
In the event a conflict arises between either the terms in your Subscriber Agreement or these Terms and any other agreement, the terms in the Subscriber Agreement and/or these Terms shall prevail.
To the extent that any TRADS Services rely upon or use information from any third-party sources, then those sources shall be third-party beneficiaries with all rights and privileges of TRADS. TRADS, and any such sources (as third-party beneficiaries), are entitled to enforce your Subscriber Agreement and these Terms directly against Subscriber.
Your Subscriber Agreement and these Terms shall be governed by Delaware law, without reference to its choice of law rules. Venue for all actions shall be in the United States District Court for the Southern District of Florida or the Fifteenth Judicial Circuit Court in and for Palm Beach County, Florida. The prevailing party in any action shall be entitled to reasonable attorneys’ fees and costs.
These Terms are subject to change from time to time.
If Subscriber elects to receive any fraud prevention products and services (whether Identify Verification, Identify Authentication and/or Device Verification, collectively, “Identity Manager”) offered by TRADS, the following additional terms and conditions apply to such TRADS Services:
With respect to each Subscriber request for Identity Manager, Subscriber also hereby certifies that it is the user of Identity Manager and that Subscriber and its employees will request, obtain and use Identity Manager only for the following permitted use (“Permitted Use”):
- To use in the normal course of business to verify the accuracy of information submitted by the consumer and if it is not correct, to obtain the correct information, but only to protect against or prevent actual fraud, unauthorized transactions, claims or other liability.
Device Verification analyzes the attributes of a device used in a transaction, and provides a rating score and other attributes based on the data analyzed. Device Verification is provided for Subscriber’s internal purposes, and Subscriber shall not: (i) interfere with or disrupt the integrity of performance of Device Verification or the data contained therein; or (ii) attempt to gain unauthorized access to Device Verification or its related systems or networks.
Subscriber shall not, and shall not permit any employee or third party to: (a) copy all or any portion of any Device Verification materials; (b) decompile, disassemble or otherwise reverse engineer the Device Verification; (c) modify, translate, or otherwise create any derivative works based upon the Device Verification; (d) distribute, disclose, market, rent, lease, assign, sublicense, pledge or otherwise transfer the Device Verification or any materials derived therefrom, in whole or in party, to any third party; or (e) remove or alter any copyright, trademark, or other proprietary notices, legends, symbols, or labels appearing on the Device Verification.
If Subscriber elects the option to obtain Secure Sockets Layer Certificate hosting, Subscriber agrees to the following:
Subscriber must purchase from a third party provider (a “Certificate Authority”) and deliver to TRADS, for TRADS to deliver such to the third party Device Verification service provider, for installation on service provider’s server cluster, a Secure Sockets Layer Certificate to authenticate the Subscriber’s website (a “Certificate”). Subscriber represents and warrants that it has all the rights necessary to deliver the Certificate to TRADS for delivery to the third party Device Verification service provider and the third party Device Verification service provider has the right to install the Certificate on service provider’s server cluster as necessary to provide the enhanced profiling service. Subscriber shall defend, indemnify, and hold TRADS, and its representatives, including parents, subsidiaries and affiliates, and the third party Device Verification service provider harmless from and against any costs, claims, or liabilities arising out of or relating to any inaccuracy in the foregoing representation and warranty.
Subscriber will provide to TRADS for delivery to the third party Device Verification service provider a list of any information required by the Certificate Authority that may be necessary for the third party Device Verification service provider to install the Certificate on service provider’s server cluster. Any such information provided by the third party Device Verification service provider constitutes the third party Device Verification service provider’s confidential information, which Subscriber may disclose solely to the Certificate Authority provided that the Certificate Authority is subject to adequate confidentiality restrictions, but no event less than those restrictions Subscriber places on its own confidential information, and such information is sufficiently marked with a legend or similar designation indicating its confidential and proprietary nature.
Subscriber understands that if Subscriber fails to maintain its license to the Certificate, Subscriber may receive an error notification indicating that the Certificate has expired and the action executed may not be secure or accurate. Subscriber agrees that Subscriber has the sole responsibility to maintain the license for the Certificate, and Subscriber assumes all risk arising out of or relating to Subscriber’s failure to maintain the license for the Certificate.
Certain data provided by TRADS as part of TRADS Services may include information obtained from the Death Master File (DMF) made available by the US Department of Commerce National Technical Information Service (NTIS) and subject to regulations found at 15 CFR Part 1110. All TRADS subscribers are required to comply with all applicable laws and, if Subscriber is granted access to DMF data, Subscriber certifies compliance with 15 CFR Part 1110. Subscriber’s failure to comply with 15 CFR Part 1110 may subject Subscriber to penalties under 15 CFR 1110.200 of $1,000 for each disclosure or use, up to a maximum of $250,000 in penalties per calendar year.
Last Updated: June 20, 2014