VERIFICATION SERVICES AGREEMENT
This Verification Services Agreement (the “Agreement”), effective as of DATE 2007 (the “Effective Date”), is made and entered into by and between Aristotle Integrity Services. “Integrity Services”), a Delaware corporation having its principal offices at 205 Pennsylvania Avenue, S.E., Washington, D.C. 20003 and (“Client”), a corporation having its principal offices at ______________________________________________ (each a “Party” and together the “Parties”)
WHEREAS, Integrity Services maintains certain public record data relating to US and international citizens (“Integrity Services Data”);
WHEREAS, Integrity Services provides verification services (“Integrity(sm)”) utilizing the Integrity Services Data for Lawful Purposes, as defined herein;
WHEREAS, Client desires to utilize Integrity services for Lawful Purposes; and
NOW, THEREFORE, in consideration of the mutual covenants and agreements set forth herein, the Parties hereby agree as follows:
1. Purpose of Agreement. Under the procedures specified in Exhibits A and C, Integrity Services shall match the Integrity Services Data with records provided by Client (the “Match”), to authenticate or verify individuals. The Match shall be solely for Lawful Purposes, and Client warrants and represents that it shall not use information from the Match for any other purpose.
2. Required Language. In order to ensure continued compliance with all applicable laws and fair information practices, where required, Client agrees to cooperate with Integrity Services in good faith with respect to implementing any legally-required forms or language in its privacy policy and/or at the point where Client collects any Online or Offline Client Records.
3. Fee. The fees are itemized in Exhibit B. Payment is due immediately upon execution of this Agreement. This Agreement is null and void if Client's payment in full to Integrity Services is not received within 30 days of contract execution date.
4. Confidentiality. This Agreement and the results obtained hereunder are confidential, and no information about the Agreement or the results may be provided to individuals outside of either company, except as required by law.
All administrative, technical, financial, trade-secret, manufacturing, or other confidential information provided to the Client by Integrity Services shall be deemed to be "Proprietary Information" for purposes of this Agreement. The fact that Proprietary Information does not carry a proprietary legend, or is transmitted verbally, shall not act as a waiver to deprive such information from protection under this Agreement.
The Client agrees (i) to hold Integrity Services' Proprietary Information delivered in accordance with paragraph 1 above (the "Confidential Information"
in strict confidence and to take all reasonable precautions to protect the Confidential Information (including, without limitation, all precautions the Client employs with respect to its confidential materials), (ii) not to divulge any such Confidential Information or any information derived therefrom to any third person (including, but not limited to, any affiliated person or entity), except to the Client's attorneys, accountants or professional advisors on a "need to know" basis, (iii) not to make any use whatsoever at any time of such Confidential Information except as permitted herein (iv) not to remove or export from the United States or re-export any such Confidential Information or any direct product thereof to Afghanistan, the Peoples' Republic of China or otherwise except in compliance with and with all licenses and approvals required under applicable export laws and regulations, including without limitation, those of the U.S. Department of Commerce, and (v) not to copy or reverse engineer any such Confidential Information. Any employee given access to any such Confidential Information by the Client must have a legitimate "need to know" and shall be similarly bound in writing. Without granting any right or license, Integrity Services agrees that the foregoing clauses (i), (ii), (iii) and (v) shall not apply with respect to any Confidential Information that the Client can document (a) is or, through no improper action or inaction by the Client or any affiliate, agent, consultant or employee, is made generally available to the public, or (b) was in its possession or known by it prior to receipt from Integrity Services, or (c) was rightfully disclosed to it by a third party, provided the Client complies with any restrictions imposed by such third party, or (d) was independently developed without use of any Confidential Information of Integrity Services. For purposes of the immediately preceding sentence, the terms "availability," "possession," "disclosure," "development" or "knowledge" of information combined, synthesized or used by Integrity Services in a particular manner are meant to incorporate the various pieces of information as they are combined, synthesized or used. Such terms are not meant to include the availability, possession, disclosure, development or knowledge of various pieces of information that are not so combined, synthesized or used. The Client may make disclosures required by law (including, without limitation, the disclosure requirements of the Federal securities laws of the United States) or court order; provided that the Client uses reasonable efforts to limit any such disclosure and to obtain confidential treatment or a protective order and has allowed Integrity Services to participate in attempting to limit such disclosure or to seek confidential treatment. Nothing contained in this Agreement shall be construed as granting or conferring any rights by license or otherwise in any Proprietary Information disclosed. All data submitted by Client belongs to Client.
5. Indemnity. Integrity Services agrees to indemnify Client and its affiliated companies and their agents, officers, employees, and directors for any fine or penalty imposed on Client by any federal, state or local government for the first underage sale of client’s products to an individual for whom Integrity Services provided a Match Code hereunder and for which Integrity Services has been paid (“Covered Sales”), up to an indemnification amount of $10,000 per Covered Sale. At a minimum the following data must be supplied to Integrity Services and a Match Code appended for verification based on an exact match of these five data elements: first name, last name, zip code, date of birth and ID number where required. Integrity Services’ maximum total obligation under this provision shall be the lesser of a) one million dollars ($1,000,000.00) or b) 25% of the total amount paid by Client under this Agreement. Attorneys fees incurred by Integrity Services in defense of any such government action shall be deducted from the indemnification obligation hereunder, in an amount up to $10,000 per Covered Sale for which a governmental fine or penalty is imposed on Client. This provision shall create for Integrity Services the right, but not the obligation, to assume the defense of any government prosecution brought against Client as the result of one or more Covered Sales. Should Integrity Services elect to assume such defense, it shall do so by notifying Client within 30 days of receipt of notification from Client of the government’s action, and Client agrees to cooperate reasonably with Integrity Services in such defense. It shall be a material condition of Integrity Services’ indemnification obligation hereunder that Client shall notify Integrity Services in writing of any governmental inquiry, request or action relating to the legality of Covered Sales, within seven days of Client’s receipt of notice of such inquiry, request or action.
6. Disclaimers. EXCEPT AS OTHERWISE EXPRESSLY STATED HEREIN, THE PARTIES MAKE NO, AND HEREBY SPECIFICALLY DISCLAIM ANY, REPRESENTATIONS OR WARRANTIES, EXPRESS OR IMPLIED, REGARDING THEIR SERVICES, DATA, OR ANY OTHER MATTER UNDER THIS AGREEMENT AND EXCEPT AS OTHERWISE EXPRESSLY STATED HEREIN, THE PARTIES EXPRESSLY DISCLAIM ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR ANY PARTICULAR PURPOSE AND NONINFRINGEMENT. IN NO EVENT WILL INTEGRITY SERVICES OR ITS SUPPLIERS BE LIABLE TO CLIENT OR TO ANYONE ELSE FOR ANY CONSEQUENTIAL, INCIDENTAL OR SPECIAL DAMAGES, INCLUDING LOST PROFITS, CHARGEBACKS, LOST SAVINGS, LOST CONTRIBUTIONS, OR BUSINESS OR CAMPAIGN INTERRUPTION, EVEN IF A INTEGRITY SERVICES REPRESENTATIVE HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, OR FOR ANY CLAIM BY ANY THIRD PARTY. INTEGRITY SERVICES'S MAXIMUM LIABILITY IN ANY CASE SHALL NOT EXCEED THE AMOUNT PAID TO INTEGRITY SERVICES HEREUNDER. Some jurisdictions do not allow the exclusion or limitation of incidental, consequential or special damages, or the exclusion of implied warranties or limitations on how long an implied warranty may last, so the above limitations may not apply to Client . To the extent permissible, any implied warranties are limited to ninety (90) days. This warranty gives Client specific legal rights. Client may have other rights that vary from state to state or jurisdiction to jurisdiction.
7. Notices. All notices required and permitted to be given under this agreement shall be regarded as properly given only if sent by certified or registered mail (return receipt requested) and addressed as follows:
Notice to Client will be sent to:
COMPANY NAME
[INSERT
ADDRESS]
Attn: _________________
Notice to Integrity Services will be sent to:
2237 Union Street
San Francisco, CA 94123
Attn.: John Aristotle Phillips
8. Term and Termination.
a. The initial term of this contract shall be 24 months ("Initial Term"
,. At the conclusion of the Initial Term, the contract shall automatically renew for 12 months, unless Client provides notice of non-renewal (90) days prior to expiration of the Initial Term. The contract shall then continue to renew for successive 12 month periods unless Client provides notice of non-renewal (90) days prior to expiration of the then-current term. Either party shall have the right to terminate this Agreement for cause based upon a material breach which has not been cured within sixty (90) days following receipt of written notice thereof. Integrity Services shall have the right to terminate this Agreement without cause on 90 days written notice.
b. Client’s warranty and representation in Paragraph 1 hereof, shall survive termination of this agreement.
c. Immediately upon termination, the Client will turn over to Integrity Services all Confidential Information of Integrity Services and all documents or media containing any such Confidential Information and any and all copies or extracts thereof. In addition, the Client shall provide Integrity Services with written notice that it has returned all of Integrity Services' Confidential Information and all copies or extracts thereof.
9. General.
a. The failure of either party to insist upon or enforce strict performance by the other party of any provision of this Agreement or to exercise any right under this Agreement shall not be construed as a waiver or relinquishment to any extent of such party's right to assert or rely upon any such provision or right in that or any other instance; rather, the same shall be and remain in full force and effect.
b. Neither party shall (i) issue any press releases or public statements concerning the existence or terms of this Agreement except with the consent of the other party or (ii) use, display or modify the other’s trademarks in any manner absent the other party’s express prior written approval.
c. This Agreement sets forth the entire agreement between the parties, and supersedes any and all prior agreements of the parties with respect to the transactions set forth herein.
d. No change, amendment or modification of any provision of this Agreement shall be valid unless set forth in a written instrument signed by the party subject to enforcement of such amendment.
e. Neither party shall assign this Agreement or any right, interest or benefit under this Agreement without the prior written consent of the other party; provided that no consent shall be required for any assignment in connection with a reorganization, merger or sale of all or substantially all of the assets of Integrity Services. Subject to the foregoing, this Agreement shall be fully binding upon, inure to the benefit of and be enforceable by the parties hereto and their respective successors and assigns.
f. Except where otherwise specified herein, the rights and remedies granted to a party under this Agreement are cumulative and in addition to, and not in lieu of, any other rights or remedies which the party may possess at law or in equity.
g. In the event that any provision of this Agreement is held invalid by a court with jurisdiction over the parties to this Agreement, (i) such provision shall be deemed to be restated to reflect as nearly as possible the original intentions of the parties in accordance with applicable law and (ii) the remaining terms, provisions, covenants and restrictions of this Agreement shall remain in full force and effect.
h. This Agreement may be executed in counterparts, each of which shall be deemed an original and all of which together shall constitute one and the same document.
i. This Agreement shall be performed entirely within, and be constructed under, the laws of the District of Columbia, without reference to its conflict of law principles.
j. Fire, floods, strikes, lock-out, epidemic, accident, shortage of customarily used communication equipment or suitable substitute, or other causes beyond the reasonable control of the parties, which prevent either party from performing under this Agreement shall operate to suspend services during the period required to remove such cause and if not remedied within sixty (60) days, the party not claiming force majeure may cancel.
k. Integrity Services UK information shall only be used for vetting applications for credit or applications that can result in the giving of credit or the giving of any guarantee, indemnity or assurance in relation to the giving of credit; meeting any obligations contained in the Money Laundering Regulations 1993, the Money Laundering Regulations 2001, and the rules made pursuant to section 146 of the Financial Services and Markets Act 2000; and statistical analysis of credit risk assessment in a case where no person whose details are included in the full register is referred to by name or necessary implication (“UK Lawful Purposes”).
l. Integrity Services information other than UK data is not to be considered a consumer report (as that term is defined in the Fair Credit Reporting Act 15 U.S.C. sec 1681) and may not be used to determine a consumer’s eligibility for credit or insurance for personal, family or household purposes, employment or a government license or benefit. Subject to the foregoing, such information may only be used for the verification of an individual's identity, age and address information for lawful purposes of child protection, identity verification, fraud prevention and enforcement of laws designed to prevent money laundering, governmental compliance and enforcement of laws pertaining to the prevention of marketing products and materials that the government has banned for underage individuals (“Global Lawful Purposes”) (as used herein, UK and Global Lawful Purposes are together, “Lawful Purposes”)
m. The Client acknowledges and agrees that due to the unique nature of Integrity Services' Confidential Information, there can be no adequate remedy at law for any breach of its obligations hereunder, that any such breach may allow the Client or third parties to unfairly compete with Integrity Services resulting in irreparable harm to Integrity Services, and therefore, that upon any such breach or any threat thereof, Integrity Services shall be entitled to appropriate equitable relief in addition to whatever remedies it might have at law and to be indemnified by the Client from any loss or harm, including, without limitation, attorney's fees, in connection with any breach or enforcement of the Client's obligations hereunder or the unauthorized use or release of any such Confidential Information as set forth herein. The Client will notify Integrity Services in writing immediately upon the occurrence of any such unauthorized release or other breach of which it is aware.
The prevailing party in any action to enforce this Agreement shall be entitled to costs and attorneys' fees.
ACCEPTED AND AGREED TO BY:
COMPANY NAME Aristotle Integrity Services
By: By:
Name: Name:
Title: Title:
Date: Date:
Please fax signed contract to: (202) 546-7913
EXHIBIT A – VERIFICATION SERVICES
Please select a product category and age restriction.
Product Category Age Restriction
___ Gaming ___ Age 16 and over
_ _ Motion Picture _ _ Age 18 and over
___ Alcohol ___ Age 21 and over
___ Tobacco ___ N/A
___ Other. Please specify_________________
Please select a verification method (online or offline or both).
Online Instantaneous Match.
a. Client will provide Integrity Services with website user information online using http technology and a URL call with a data string for instantaneous matches.
b. Integrity Services will use a series of verification match codes based on the Client’s criteria to establish a match between the Online Client Record and the Integrity Services Data. Where there is a match, Integrity Services will record the match and return the match code and transaction ID to the Client.
c. This language must appear on the Client’s web page, clearly and conspicuously, at the point where the data is collected from the website user: “I authorize you to confirm the accuracy of the information I have submitted against government-issued ID.”
• Offline Data Match. Client shall provide Integrity Services with client records offline (the “Offline Client Records”), at Integrity Services’ District of Columbia office, as follows:
a. Client shall provide Offline Client Records to Integrity Services in electronic form, in standard data formats (Dbase, comma or tab delimited, fixed length), on machine readable media with a file layout.
b. Integrity Services will standardize Offline Client Records if needed.
c. Integrity Services will use a series of verification match codes based on the Client’s criteria to establish a match between the Online Client Record and the Integrity Services Data. Where there is a match between a Client Record and the Integrity Services Data, Integrity Services will append to that matched Client Record the applicable match code.
d. Integrity Services will complete each Match within 10 business days from the date of the receipt of the Offline Consumer Records on machine-readable media.
e. Integrity Services will deliver the results of the completed Match in electronic format.
EXHIBIT B – FEES
Pricing:
PAYMENT CLAUSE
• “It is understood that the “Price per Property” in each exhibit table will remain the same and not be increased throughout the entire term of this contract, and will be renegotiated by both parties only at the end of the contract term.”
EXHIBIT C - SLA (Service Level Agreement)
Integrity Services will work with Client to define acceptable service levels for turnaround times, system downtime, and technical support. As a preliminary step, Integrity Services proposes the following minimum standards:
Turnaround Time:
On a monthly basis, 99% of all Integrity Services verification results are completed within 3 seconds following the consumer data submission. This does not include Internet latency or potential delays from third party entities.
System Availability:
Integrity Services warrants that the interface proposed to support Client will be available, at a minimum 99.99% of the time, 24 hours a day, 7 days a week, notwithstanding normal system maintenance. Integrity Services will provide Client with a detailed schedule of system maintenance prior to initiation of full operational processing. Systems are extensible and can be adjusted to load as needed.
Technical Support:
Integrity Services will provide Client with a dedicated point of contact for all issues related to the maintenance and upkeep of Integrity Services’ Client process. Technical Support will be available 24 hours a day, 7 days a week.
I give up! You're incapable of reading. I've already explained why porn isn't the issue here but you've just skipped over it so you can indulge in the same old rant anyway.
I'm just questioning potential loopholes really.