Lexis Nexis Contracts
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Accurint Virtual Crime Center/Accurint Crime Analysis/
LexisNexis Community Crime Map/
AVCC XML Addendum
This Accurint Virtual Crime Center/Accurint Crime Analysis/LexisNexis Community Crime Map/AVCC XML Addendum
(“Addendum”) sets forth additional or amended terms and conditions for the use of Accurint Virtual Crime Center;
Accurint Crime Analysis; LexisNexis Community Crime Map and/or AVCC XML
(the “LN Services” provided herein),
which are in addition to, and without limitation of, the terms and conditions set forth in the services agreement between
the customer identified below (“Customer”) and LexisNexis Risk Solutions FL Inc. or its affiliated entity (“LN”) for the
LN Services (such services agreement, the “Agreement”). The LN Services subscribed to herein will be listed on
Customer’s Schedule A. Capitalized terms used herein but not defined herein shall have the meanings ascribed to them
in the Agreement.
I. Public Safety Data Exchange Database
1.
LN, as a vendor that processes information for its government customers, maintains the LexisNexis Public
Safety Data Exchange Database (“PSDEX”), which contains information related to public safety and law
enforcement investigations. PSDEX is compiled from information submitted by PSDEX customers and
enhanced by LN data and technology such as LexID or data updates to allow LN’s PSDEX customers to easily
search and access information beyond their jurisdiction for analysis, investigations and reporting or other
applications to accomplish their mission.
2.
In exchange for good and valuable consideration, including access to PSDEX, Customer hereby agrees to
contribute public safety information (the “Customer Data Contribution”) that it and other PSDEX customers
may use for analysis, investigations and reporting or other applications to accomplish their mission.
3.
LN’s obligations.
a.
LN agrees to provide PSDEX information to Customer.
b.
LN agrees to provide Customer with instructions for submitting information to the PSDEX database
and for using the PSDEX service.
c.
LN agrees to provide all LN employees, with physical or logical access to Customer Data
Contributions, level four security awareness training as defined and listed in the Criminal Justice
Information Services (CJIS) Security Policy.
d.
LN agrees to access, store, and process Customer’s Customer Data Contributions in accordance with
the CJIS Security Policy, to the extent applicable to LN’s accessing, storage, and processing of such
data.
4.
Customer obligations.
a.
Customer agrees to submit to LN, with reasonable promptness and consistency, Customer Data
Contributions.
b.
Customer acknowledges and agrees that it is solely responsible for the content of the Customer Data
Contributions submitted to LN and that it shall use reasonable care to ensure the information
submitted is a reasonable reflection of the actual report. Each submission to LN with respect to an
incident or subject constitutes a Customer Data Contribution.
c.
Customer’s disclosure of information to LN is and will be in compliance with all applicable laws,
regulations and rulings.
d.
Customer agrees to access, store, and process other customer’s Customer Data Contributions in
accordance with the CJIS Security Policy, to the extent applicable to Customer’s accessing, storage,
and processing of such data.
e.
Customer agrees to notify LN promptly of any change in status, factual background, circumstances
or errors concerning any Customer Data Contribution previously provided to LN. Customer further
agrees to submit corrected information in a timely manner. Customer agrees that it will fully and
promptly cooperate with LN should any inquiry about the Customer Data Contributions arise.
f.
The following named individual/department shall serve as the contact person(s) for submissions
made to LN. The contact person shall respond to requests from LN for clarification or updates on
incident reports submitted by Customer during normal business hours, and Customer will not
unreasonably withhold from LN information on any such submission. LN shall not reveal the identity
of the Customer’s contact person(s) to any other PSDEX customer without Customer’s consent.
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Name:
$#Name#$Name
Title: $#title#
Address:
$#companyAdd#$
$#companyAdd2#$
Phone:
$#mainPhone#$
Fax:
$#fax#$
Email:
$#email#$
g.
Customer agrees that it will access information contributed to PSDEX by other customers only
through LN and any Customer employee permitted access to PSDEX by Customer shall be a CJI
Authorized User/Personnel that has undergone appropriate Security Awareness Training as those
terms are used in the CJIS Security Policy.
h.
Customer agrees that, to the extent permitted under applicable law, LN and all other PSDEX
customers shall not be liable to Customer, and Customer hereby releases LN and all other PSDEX
customers from liability to Customer, for any claims, damages, liabilities, losses and injuries arising
out of, or caused in whole or in part by LN or each such other PSDEX customer’s acts and omissions
in reporting or updating Customer Data Contributions for inclusion in PSDEX. Other PSDEX customers
are intended to be third party beneficiaries of this paragraph.
II.
General Terms
1.
LICENSE GRANT. Customer, at no charge, hereby grants to LN a paid up, irrevocable, worldwide, non-
exclusive license to use, adapt, compile, aggregate, create derivative works, transfer, transmit, publish and
distribute the Customer Data Contributions (1) to PSDEX customers; and (2) by agreement by initialing below,
a de-identified subset (e.g., crime type, date/time of the incident, and the area that the incident has occurred)
to third-parties assisting the public with a view of de-identified crime data. For purposes of clarification,
Customer is the owner of its Customer Data Contributions and is hereby licensing to LN a copy of its Customer
Data Contributions.
Customer agrees to provide a de-identified subset of its data to third parties (initials ________________)
2.
FBI CJIS SECURITY ADDENDUM. This Addendum incorporates by reference the requirements of the FBI
CJIS Security Policy and the FBI CJIS Security Addendum (FBI CJIS Security Policy Appendix H attached hereto
as Exhibit A), as in force as of the date of this Addendum and as may, from time to time hereafter, be
amended. The parties warrant that they have the technological capability to handle Criminal Justice
Information (CJI), as that term is defined by the FBI CJIS Security Policy, in the manner required by the CJIS
Security Policy. The parties expressly acknowledge that the CJIS Security Policy places restrictions and
limitations on the access to, use of, and dissemination of CJI and hereby warrant that their respective systems
abide by those restrictions and limitations.
3.
GOOGLE GEOCODER. LN uses Google Geocoder to geocode address locations that do not already contain
“X” and “Y” coordinates. Any “X” and “Y” coordinate information provided by the Customer is assumed by LN
to be accurate and will not be geocoded by Google Geocoder. Crime dot locations geocoded by Google
Geocoder as displayed in PSDEX are approximate due to automated location methods and address
inconsistencies.
4.
DATA DISCLAIMER. LN is not responsible for the loss of any data or the accuracy of the data, or for any
errors or omissions in the LN Services or the use of the LN Services or data therein by any third party, including
the public or any law enforcement or governmental agencies. Due to the nature of the origin of public safety
information, the data contained in PSDEX may contain errors. Source data is sometimes reported or entered
inaccurately, processed poorly or incorrectly, and is generally not free from defect. The LN Services aggregate
and report data as provided by PSDEX customers and is not the source of the data, nor is it a comprehensive
compilation of all law enforcement data. Before Customer relies on any data, it should be independently
verified.
5.
LINKS TO THIRD PARTY SITES. PSDEX may contain links or produce search results that reference links to
third party websites ("Linked Sites"). LN has no control over these Linked Sites or the content within them.
LN cannot and does not guarantee, represent, or warrant that the content contained in the Linked Sites,
including, without limitation other links, is accurate, legal, and/or inoffensive. LN does not endorse the content
of any Linked Site, nor does it warrant that a Linked Site will not contain computer viruses or other harmful
Aimee Currey
12401 W Cinnabar Ave
El Mirage AZ 85335
623-500-3006
623-500-3001
acurrey@elmirageaz.gov
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code. By using PSDEX to search for or link to Linked Sites, Customer agrees and understands that such use
is entirely at its own risk, and that Customer may not make any claim against LN for any damages or losses
whatsoever resulting from such use.
6.
OWNERSHIP OF SUBMITTED CONTENT. All information provided by a PSDEX customer is offered and
owned by that customer. Unless otherwise indicated by written request from Customer, all data will be retained
by LN and remain accessible by others in accordance with the provisions of this Addendum.
AUTHORIZATION AND ACCEPTANCE
I HEREBY CERTIFY that I am authorized to execute this Addendum on behalf of Customer.
Required: Customer ORI number (Originating Agency Identifier): $#oriNumber#$
CUSTOMER:
Signature: $#signature#$
Print:
$#printName#$
Title:
$#title2#$
Date:
$#date#$
AZ0070700
El Mirage Police Department
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Exhibit A
FEDERAL BUREAU OF INVESTIGATION
CRIMINAL JUSTICE INFORMATION SERVICES
SECURITY ADDENDUM
The goal of this document is to augment the CJIS Security Policy to ensure adequate security is provided for criminal
justice systems while (1) under the control or management of a private entity or (2) connectivity to FBI CJIS Systems
has been provided to a private entity (contractor). Adequate security is defined in Office of Management and Budget
Circular A-130 as “security commensurate with the risk and magnitude of harm resulting from the loss, misuse, or
unauthorized access to or modification of information.”
The intent of this Security Addendum is to require that the Contractor maintain a security program consistent with
federal and state laws, regulations, and standards (including the CJIS Security Policy in effect when the contract is
executed), as well as with policies and standards established by the Criminal Justice Information Services (CJIS)
Advisory Policy Board (APB).
This Security Addendum identifies the duties and responsibilities with respect to the installation and maintenance of
adequate internal controls within the contractual relationship so that the security and integrity of the FBI's information
resources are not compromised. The security program shall include consideration of personnel security, site security,
system security, and data security, and technical security.
The provisions of this Security Addendum apply to all personnel, systems, networks and support facilities supporting
and/or acting on behalf of the government agency.
1.00 Definitions
1.01 Contracting Government Agency (CGA) - the government agency, whether a Criminal Justice Agency or a
Noncriminal Justice Agency, which enters into an agreement with a private contractor subject to this Security
Addendum.
1.02 Contractor - a private business, organization or individual which has entered into an agreement for the
administration of criminal justice with a Criminal Justice Agency or a Noncriminal Justice Agency.
2.00 Responsibilities of the Contracting Government Agency.
2.01 The CGA will ensure that each Contractor employee receives a copy of the Security Addendum and the CJIS
Security Policy and executes an acknowledgment of such receipt and the contents of the Security Addendum. The
signed acknowledgments shall remain in the possession of the CGA and available for audit purposes. The
acknowledgement may be signed by hand or via digital signature (see glossary for definition of digital signature).
3.00 Responsibilities of the Contractor.
3.01 The Contractor will maintain a security program consistent with federal and state laws, regulations, and standards
(including the CJIS Security Policy in effect when the contract is executed and all subsequent versions), as well as with
policies and standards established by the Criminal Justice Information Services (CJIS) Advisory Policy Board (APB).
4.00 Security Violations.
4.01 The CGA must report security violations to the CJIS Systems Officer (CSO) and the Director, FBI, along with
indications of actions taken by the CGA and Contractor.
4.02 Security violations can justify termination of the appended agreement.
4.03 Upon notification, the FBI reserves the right to:
a. Investigate or decline to investigate any report of unauthorized use;
b. Suspend or terminate access and services, including telecommunications links. The FBI will provide the CSO with
timely written notice of the suspension. Access and services will be reinstated only after satisfactory assurances have
been provided to the FBI by the CGA and Contractor. Upon termination, the Contractor's records containing CHRI must
be deleted or returned to the CGA.
5.00 Audit
5.01 The FBI is authorized to perform a final audit of the Contractor's systems after termination of the Security
Addendum.
6.00 Scope and Authority
6.01 This Security Addendum does not confer, grant, or authorize any rights, privileges, or obligations on any persons
other than the Contractor, CGA, CJA (where applicable), CSA, and FBI.
6.02 The following documents are incorporated by reference and made part of this agreement: (1) the Security
Addendum; (2) the NCIC 2000 Operating Manual; (3) the CJIS Security Policy; and (4) Title 28, Code of Federal
Regulations, Part 20. The parties are also subject to applicable federal and state laws and regulations.
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6.03 The terms set forth in this document do not constitute the sole understanding by and between the parties hereto;
rather they augment the provisions of the CJIS Security Policy to provide a minimum basis for the security of the
system and contained information and it is understood that there may be terms and conditions of the appended
Agreement which impose more stringent requirements upon the Contractor.
6.04 This Security Addendum may only be modified by the FBI, and may not be modified by the parties to the appended
Agreement without the consent of the FBI.
6.05 All notices and correspondence shall be forwarded by First Class mail to:
Information Security Officer
Criminal Justice Information Services Division, FBI
1000 Custer Hollow Road
Clarksburg, West Virginia 26306
CCLN307L
06/08/2018
Copyright © 2018 LexisNexis. All Rights Reserved.
LEXISNEXIS® RISK SOLUTIONS
CERTIFICATION IN LIEU OF SYSTEM ADMINISTRATOR INFORMATION
The undersigned organization (“Customer") wishes to enter into an agreement with LexisNexis® Risk
Solutions (“LNRS”). Due to enhanced security policies and procedures, LNRS requires all LNRS customers
to undergo a verification process in connection with entering into a new contract with LNRS. As part of
that verification process, LNRS has requested that Customer provide certain information about its
System Administrator as the System Administrator will have access to sensitive password and
identification numbers assigned to Customer’s Authorized Users. Customer does not wish to disclose
this information about its System Administrator and is instead offering this certification in lieu of
providing such information.
Customer certifies that at least one of the following is true: (i) it regularly conducts background checks
on all employees and the person Customer has identified as its System Administrator has not been
convicted of any trust-related crime including, but not limited to, fraud, counterfeiting, identity theft
and the like, and that such person has not been convicted in the past 10 years of any crime that would
create an enhanced security risk to LNRS; or (ii) its System Administrator is a person in a position of trust
and obligation within its organization and the System Administrator has and continues to exhibit high
levels of integrity, responsibility, trustworthiness, and reliance indicative of the responsibilities of a
System Administrator. Customer further agrees that the foregoing certification will remain accurate for
its current System Administrator for so long as Customer has access to the LNRS Services. Finally,
Customer agrees, to the extent permitted by applicable law, to indemnify and hold LNRS harmless
from any and all damages that LNRS may suffer as a result of Customer’s erroneous certification or from
any negligent or fraudulent activities by Customer’s System Administrator in accessing or permitting
access to the LNRS Services.
System Administrators’ Names:
CERTIFIED TO AND AGREED TO BY:
(Customer)
BY:
(Signature)
Printed Name:
Title:
Date:
Aimee Currey, Police Records Supervisor
El Mirage Police Department
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LexisNexis Risk Solutions Government Application & Agreement
The information submitted on this Application will be used to determine the applicant’s eligibility for accessing the services and
products of LexisNexis Risk Solutions FL Inc. and its affiliates (hereinafter “LN”). To avoid delay, please provide all information
requested. By submitting this Application, the applicant hereby authorizes LN to independently verify the information submitted
and perform research about the individuals identified. Acceptance of this Application does not automatically create a business
relationship between LN and the applicant. LN reserves the right to reject this Application with or without cause and to request
additional information. Applicant acknowledges and understands that LN will only allow applicant access to the LN Services if
applicant’s credentials can be verified in accordance with LN’s internal credentialing procedures.
Section I – Agency Information – please do not use abbreviations
Full legal name of agency:
Main phone number for address*:
*If this is a cell, additional documents may be required
If this application is for an additional account, Parent account number:
Fax number:
Physical Address where LN services will be accessed –
P.O. Box/Mail Drops cannot be accepted (street, city, state, zip):
Previous address if at the current address less than 6 mos:
Website address:
External Agency IP Address (https://www.whatismyIP.com):
External Agency IP Range – From:
External Agency IP Range – To:
Agency information:
Federal Government
Federal Law Enforcement
Local/Municipal Government
State Government
State Law Enforcement
Local/Municipal Law Enforcement
Other (please explain):
Section II – Administrator and Main Contact Information
(for additional administrators, please provide additional sheets)
Product Administrator or Main Contact (first & last name):
Title:
E-Mail Address:
Admin IP Address:
Required for local and municipal agencies:
Administrator Home Address (street, city, state, zip):
Administrator Date of Birth:
Section III – Billing Information
Billing Contact (first & last name): check here if same as Administrator
Title:
Billing Address (street, city, state, zip):
Telephone:
E-Mail Address:
Sales Tax Exempt:
No
Yes – please provide proof of exemption
Do you require a PO number on invoice:
No
Yes If Yes, provide PO Number:
Section IV – Business-to-Business Vendor Reference
Required for local and municipal agencies:
Company Name:
Contact:
Business Address (street, city, state, zip):
Contact Phone Number:
E-mail Address:
Account Number (if applicable):
El Mirage Police Department
623-500-3000
623-500-3001
12401 W Cinnabar Ave, El Mirage AZ 85335
www.elmirageaz.gov/police
Aimee Currey
Police Records Supervisor
acurrey@elmirageaz.gov
Janice Freimark
Management Analyst
12401 W Cinnabar Ave, El Mirage AZ 85335
623-500-3015
jfreimark@elmirageaz.gov
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Section V – Site Visits
Site visits may be required to assure Applicant eligibility for LN products or services. By submitting this Application, Applicant agrees
to authorize a site visit by LN or its approved third-party, and agrees to cooperate in its completion. If the contact for coordinating
the site visit is not identified above as the Administrator, please provide the site visit contact’s information below:
Contact Name:
Contact Phone:
Contact Email Address:
Section VI – Terms and Conditions
Terms and conditions governing the use of the LN Services are available online at
http://www.lexisnexis.com/risk/masterterms/government and are incorporated into this Application & Agreement by reference as if
stated in full herein. By signing below Applicant expressly certifies it has read the additional terms and conditions and agrees to be
bound by them.
Signature
I HEREBY CERTIFY that I am authorized to execute this Application & Agreement on behalf of the Agency listed above and that I have
direct knowledge of the facts stated above.
Applicant Signature:
Date Signed:
Applicant Name:
Title:
Aimee Currey
623-500-3006
acurrey@elmirageaz.gov
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LexisNexis Master Terms & Conditions - Government
These LexisNexis Master Terms & Conditions - Government (the “Master Terms”) are entered into as of (the
“Effective Date”), by and between LexisNexis Risk Solutions FL Inc. (“LNRSFL”), with its principal place of business located
at 1000 Alderman Drive, Alpharetta, Georgia 30005 and ("Customer"), with
its
principal
place
of
business
located
at
, each individually referred to as the
“Party” and collectively as the “Parties.” These Master Terms govern the provision of the LN Services (as defined below) by
LNRSFL and each of its respective Affiliates who provide LN Services under these Master Terms (collectively referred to as “LN”).
WHEREAS, LNRSFL (or an Affiliate identified on a separate Schedule A) is the provider of certain data products, data
applications and other related services (the “LN Services”); and
WHEREAS, Customer is a company or government agency requesting such data and data related services and is desirous
of receiving LN’s capabilities; and
WHEREAS, the Parties now intend for these Master Terms to be the master agreement governing the relationship between
the Parties with respect to the LN Services as of the Effective Date.
NOW, THEREFORE, LN and Customer agree to be mutually bound by the terms and conditions of these Master Terms, and
for other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, do hereby agree as
follows:
1.
SCOPE
OF
SERVICES/CUSTOMER
CREDENTIALING. Subject to the terms of separate
addenda and pricing schedule(s), purchase orders or
statements of work for specific LN Services (each, a
“Schedule A”), LN agrees to provide the LN Services
described in such Schedule(s) A to Customer, subject to the
terms and conditions herein. Any reference in a Schedule
A to a services agreement shall mean these Master Terms
plus the applicable addendum or addenda. References to
the LN Services shall also be deemed to include the data
therein as well as any Software provided by LN. These
Master Terms shall encompass any and all delivery methods
provided to Customer for the LN Services, including, but not
limited to, online, batch, XML, assisted searching, machine-
to-machine searches, and any other means which may
become
available.
Customer
acknowledges
and
understands that LN will only allow Customer access to the
LN Services if Customer’s credentials can be verified in
accordance with LN’s internal credentialing procedures. The
foregoing shall also apply to the addition of Customer’s
individual locations and/or accounts.
2.
RESTRICTED LICENSE. LN hereby grants to
Customer a restricted license to use the LN Services, subject
to the restrictions and limitations set forth below:
(i)
Generally. LN hereby grants to Customer a
restricted license to use the LN Services solely for Customer’s
own internal business purposes. Customer represents and
warrants that all of Customer’s use of the LN Services 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 Master Terms. Customer shall not use the
LN Services for marketing purposes or resell or broker the
LN Services to any third-party, and shall not use the LN
Services for personal (non-business) purposes. Customer
shall not use the LN Services to provide data processing
services to third-parties or evaluate data for third-parties or,
without LN’s consent, to compare the LN Services against a
third party’s data processing services. Customer agrees
that, if LN determines or reasonably suspects that continued
provision of LN Services to Customer entails a potential
security risk, or that Customer is in violation of any provision
of these Master Terms or law, LN may take immediate
action, including, without limitation, terminating the delivery
of, and the license to use, the LN Services. Customer shall
not access the LN Services from Internet Protocol addresses
located outside of the United States and its territories
without LN’s prior written approval. Customer may not use
the LN Services to create a competing product. Customer
shall comply with all laws, regulations and rules which
govern the use of the LN Services and information provided
therein. LN may at any time mask or cease to provide
Customer access to any LN Services or portions thereof
which LN may deem, in LN’s sole discretion, to be sensitive
or restricted information.
(ii)
GLBA Data. Unless Customer has expressly opted
out of receiving such data, some of the information
contained in the LN Services 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
LN Services 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 LN Services and will
recertify upon request by LN. Customer certifies with respect
to GLBA Data received through the LN Services that it
complies with the Interagency Standards for Safeguarding
Customer Information issued pursuant to the GLBA.
(iii)
DPPA Data. Unless Customer has expressly opted
out of receiving such data, some of the information
contained in the LN Services is “personal information,” as
defined in the Drivers Privacy Protection Act, (18 U.S.C. §
El Mirage Police Department
12401 W Cinnabar Ave, El Mirage AZ 85335
LNRS Master Terms-Govt (Q2.17.v1)
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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
LN Services in any manner that would violate the DPPA.
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 LN Services
and will recertify upon request by LN.
(iv)
Non-FCRA Use Restrictions. The LN Services
described in a Schedule A (as defined in these Master Terms)
as Non-FCRA 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.) (“FCRA”) and do not
constitute “consumer reports,” as that term is defined in the
FCRA (the “Non-FCRA LN Services”). Accordingly, the Non-
FCRA LN 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, (A)
Customer certifies that it will not use any of the information
it receives through the Non-FCRA LN Services to determine,
in whole or in part an individual’s eligibility for any of the
following products, services or transactions: (1) credit or
insurance to be used primarily for personal, family or
household purposes; (2) employment purposes; (3) a
license or other benefit granted by a government agency; or
(4) 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; (B) by way of clarification, without
limiting the foregoing, Customer may use, except as
otherwise prohibited or limited by the Master Terms,
information received through the Non-FCRA LN Services for
the following purposes: (1) to verify or authenticate an
individual’s identity; (2) to prevent or detect fraud or other
unlawful activity; (3) to locate an individual; (4) to review
the status of a legal proceeding; (5) to determine 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; (C) specifically, if Customer is using
the Non-FCRA LN Services in connection with collection of a
consumer debt on its own behalf, or on behalf of a third-
party, Customer shall not use the Non-FCRA LN Services: (1)
to revoke consumer credit; (2) to accelerate, set or change
repayment terms; or (3) for the purpose of determining a
consumer’s eligibility for any repayment plan; provided,
however, that Customer may, consistent with the
certification and limitations set forth in this Section, use the
Non-FCRA LN Services for identifying, locating, or contacting
a consumer in connection with the collection of a consumer’s
debt or for prioritizing collection activities; and (D) Customer
shall not use any of the information it receives through the
Non-FCRA LN Services to take any “adverse action,” as that
term is defined in the FCRA.
(v)
FCRA Services. If a Customer desires to use a
product described in a Schedule A as an FCRA product,
Customer will execute an FCRA Addendum to the Master
Terms. The FCRA product will be delivered by an affiliate of
LNRSFL, LexisNexis Risk Solutions Inc., in accordance with
the terms and conditions of the Master Terms.
(vi)
Social Security and Driver’s License Numbers. LN
may in its sole discretion permit Customer to access full
social security numbers (nine (9) digits) and driver’s license
numbers (collectively, “QA Data”). If Customer is
authorized by LN to receive QA Data, and Customer obtains
QA Data through the LN Services, Customer certifies it will
not use the QA Data for any purpose other than as expressly
authorized by LN policies, the terms and conditions herein,
and applicable laws and regulations. In addition to the
restrictions on distribution otherwise set forth in Paragraph
3 below, Customer agrees that it will not permit QA Data
obtained through the LN Services to be used by an employee
or contractor that is not an Authorized User with an
Authorized Use. Customer agrees it will certify, in writing,
its uses for QA Data and recertify upon request by LN.
Customer may not, to the extent permitted by the terms of
these Master Terms, transfer QA Data via email or ftp
without LN’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 these Master Terms. LN may at any
time and for any or no reason cease to provide or limit the
provision of QA Data to Customer.
(vii)
Copyrighted
and
Trademarked
Materials.
Customer shall not remove or obscure any trademarks,
copyright notices or other notices contained on materials
accessed through the LN Services.
(viii)
Additional Terms. To the extent that the LN
Services accessed by Customer include information or data
described in the Risk Supplemental Terms contained at:
www.lexisnexis.com/terms/risksupp, Customer agrees to
comply with the Risk Supplemental Terms set forth therein.
Additionally, certain other information contained within the
LN Services is subject to additional obligations and
restrictions.
These
services
include,
without
limitation, news,
business
information,
and
federal
legislative and regulatory materials. To the extent that
Customer receives such news, business information, and
federal legislative and regulatory materials through the LN
Services, Customer agrees to comply with the Terms and
Conditions
contained
at:
http://www.lexisnexis.com/terms/general.aspx (the “L&P
Terms”). The Risk Supplemental Terms and the L&P Terms
are hereby incorporated into these Master Terms by
reference. In the event of a direct conflict between these
Master Terms, the Risk Supplemental Terms, and the L&P
Terms, the order of precedence shall be as follows: these
Master Terms, the Risk Supplemental Terms and then the
L&P Terms.
(ix)
MVR Data. If Customer is permitted to access
Motor Vehicle Records (“MVR Data”) from LN, without in
any way limiting Customer’s obligations to comply with all
state and federal laws governing use of MVR Data, the
following specific restrictions apply and are subject to
change:
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(a) Customer shall not use any MVR Data provided
by LN, or portions of information contained
therein, to create or update a file that
Customer uses to develop its own source of
driving history information.
(b) As requested by LN, Customer shall complete
any state forms that LN is legally or
contractually bound to obtain from Customer
before providing Customer with MVR Data.
(c) Upon advanced written notice to Customer, LN
(and certain Third-Party vendors) may conduct
reasonable and periodic audits of Customer’s
use of MVR Data. In response to any such
audit, Customer must be able to substantiate
the reason for each MVR Data order.
(x)
HIPAA. Customer represents and warrants that
Customer will not provide LN with any Protected Health
Information (as that term is defined in 45 C.F.R. Sec.
160.103) or with Electronic Health Records or Patient Health
Records (as those terms are defined in 42 U.S.C. Sec.
17921(5), and 42 U.S.C. Sec. 17921(11), respectively) or
with information from such records without the execution of
a separate agreement between the parties.
(xi)
Economic Sanctions Laws. Customer acknowledges
that LN 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 LN Services
to any individuals identified on OFAC’s list of Specially
Designated Nationals (“SDN List”), 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 LN in a position of non-compliance with
any such economic sanctions laws.
(xii)
Retention of Records. For uses of GLB Data, DPPA
Data and MVR Data, as described in Sections 2(ii), 2(iii) and
2(vii), 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.
(xiii)
Software. To the extent that Customer is using
software provided by LN (“Software”), whether hosted by
LN or installed on Customer’s equipment, such Software
shall be deemed provided under a limited, revocable license,
for the sole purpose of using the LN Services. In addition,
the following terms apply: Customer shall not (a) use the
Software to store or transmit infringing, libelous, or
otherwise unlawful or tortuous material, or to store or
transmit material in violation of third-party privacy rights, (b)
use the Software to store or transmit spyware, adware, other
malicious programs or code, programs that infringe the
rights of others, or programs that place undue burdens on
the operation of the Software, or (c) interfere with or disrupt
the integrity or performance of the Software or data
contained therein. The use of the Software will be subject to
any other restrictions (such as number of users, features, or
duration of use) agreed to by the parties or as set forth in a
Schedule A.
3.
SECURITY. Customer acknowledges that the
information available through the LN Services 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 LN Services 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 LN Services for personal reasons, or (ii) transfer any
information received through the LN Services 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 2, take all commercially reasonable
measures to prevent unauthorized access to, or use of, the
LN Services 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 LN Services as it is being disposed; (g)
purge all information received through the LN Services
within ninety (90) days of initial receipt; provided that
Customer may extend such period if and solely to the extent
such information is retained thereafter in archival form to
provide documentary support required for Customer’s legal
or regulatory compliance efforts; (h) be capable of receiving
the LN Services where the same are provided utilizing
“secure socket layer,” or such other means of secure
transmission as is deemed reasonable by LN; (i) not access
and/or use the LN Services via mechanical, programmatic,
robotic, scripted or other automated search means, other
than through batch or machine-to-machine applications
approved by LN; (j) take all steps to protect their networks
and computer environments, or those used to access the LN
Services, from compromise; (k) on at least a quarterly basis,
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; and (l) maintain policies and procedures to prevent
unauthorized use of User IDs and the LN Services. Customer
will immediately notify LN, by written notification to the LN
Information Assurance and Data Protection Organization at
1000 Alderman Drive, Alpharetta, Georgia 30005 and by
email
(security.investigations@lexisnexis.com)
and
by
phone (1-888-872-5375), if Customer suspects, has reason
to believe or confirms that a User ID or the LN Services (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 contrary to the terms and
conditions herein. To the extent permitted under applicable
law, Customer shall remain solely liable for all costs
associated therewith and shall further reimburse LN for any
expenses it incurs due to Customer’s failure to prevent such
impermissible use or access of User IDs and/or the LN
LNRS Master Terms-Govt (Q2.17.v1)
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Services, or any actions required as a result thereof.
Furthermore, in the event that the LN 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 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 LN’s reasonable discretion. Customer agrees
that such notification shall not reference LN or the product
through which the data was provided, nor shall LN be
otherwise identified or referenced in connection with the
Security Event, without LN’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. To the extent permitted
under applicable law, 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. Customer shall
provide samples of all proposed materials to notify
consumers and any third-parties, including regulatory
entities, to LN for review and approval prior to distribution.
In the event of a Security Event, LN may, in its sole
discretion, take immediate action, including suspension or
termination
of
Customer’s
account,
without
further
obligation or liability of any kind.
4.
PERFORMANCE.
LN
will
use
commercially
reasonable efforts to deliver the LN Services requested by
Customer and to compile information gathered from selected
public records and other sources used in the provision of the
LN Services; provided, however, that the Customer accepts
all information “AS IS”. Customer acknowledges and agrees
that LN obtains its data from third party sources, which may
or may not be completely thorough and accurate, and that
Customer shall not rely on LN for the accuracy or
completeness of information supplied through the LN
Services. Without limiting the foregoing, the criminal record
data that may be provided as part of the LN Services 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 LN Services which may be otherwise
available. LN 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 LN Services. In the
event that LN 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, LN will, at Customer’s option,
issue a prorated credit to Customer’s account.
5.
PRICING SCHEDULES. Upon acceptance by the
LN Affiliate(s) set forth on an applicable Schedule A, such LN
Affiliate(s) shall provide the LN Services requested by
Customer and set forth in one (1) or more Schedules A
attached hereto or subsequently incorporated by reference,
for the fees listed on such schedules. The fees listed on a
Schedule A may be updated from time-to-time by notice to
Customer. All current and future pricing documents and
Schedule(s) A are deemed incorporated herein by reference.
6.
INTELLECTUAL
PROPERTY;
CONFIDENTIALITY. Customer agrees that Customer shall
not reproduce, retransmit, republish, or otherwise transfer
for any commercial purposes the LN Services. Customer
acknowledges that LN (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 LN Services and the information
that they provide. Customer shall use such materials in a
manner consistent with LN's interests and the terms and
conditions herein, and shall promptly notify LN of any
threatened or actual infringement of LN's rights. Customer
and LN 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 LN’s
information, product information, pricing information,
product development plans, forecasts, the LN 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 under applicable law. 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
LNRS Master Terms-Govt (Q2.17.v1)
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Page 5 of 8
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 these Master Terms and for a period of five (5) years
thereafter, provided however, that with respect to Trade
Secrets, each party’s obligations shall continue for so long
as such Confidential Information continues to constitute a
Trade Secret. Notwithstanding the foregoing, if Customer is
bound by the Freedom of Information Act, 5 U.S.C. 552, or
other federal, state, or municipal open records laws or
regulations which may require disclosure of information, and
disclosure thereunder is requested, Customer agrees that it
shall notify LN in writing and provide LN an opportunity to
object, if so permitted thereunder, prior to any disclosure.
7.
PAYMENT OF FEES. Customer shall pay LN the
fees described on the applicable Schedule A. Customer shall
be responsible for payment of the applicable fees for all
services ordered by Customer or otherwise obtained through
Customer's User IDs, whether or not such User ID is used
by Customer or a third-party, provided access to the User ID
is not the result of use by a person formerly or presently
employed by LN (and not employed by Customer at the time
of the use) or who obtains the User ID by or through a break-
in or unauthorized access of LN's offices, premises, records,
or documents. Customer agrees that it may be electronically
invoiced for those fees. Payments must be received by LN
within thirty (30) days of the invoice date. Any balance not
timely paid will accrue interest at the rate of eighteen
percent (18%) per annum or the highest rate allowed by
applicable law, whichever is less.
8.
APPROPRIATION OF FUNDS. If sufficient funds
are not appropriated or allocated for payment under this
Agreement for any current or future fiscal period, then
Customer may, at its option, terminate this Agreement on
the last day of any calendar month, upon ten (10) days prior
written notice to LN, without future obligations, liabilities or
penalties, except that Customer shall remain liable for
amounts due up to the time of termination. In addition,
Customer shall certify and warrant in writing that sufficient
funds have not been appropriated to continue the
Agreement for the next fiscal year.
9.
TERM OF AGREEMENT. These Master Terms are
for services rendered and shall be in full force and effect
during such periods of time during which LN is providing
services for Customer (the “Term”); provided, however,
that any term provided on a Schedule A (the “Schedule A
Term”) shall apply to the LN Services provided under such
Schedule A until the expiration of that Schedule A Term.
Upon expiration of any Schedule A Term, these Master
Terms shall continue in effect for so long as LN is providing
services for Customer.
10.
TERMINATION. Either party may terminate
these Master Terms at any time for any reason, except that
Customer shall not have the right to terminate these Master
Terms to the extent a Schedule A provides for a Schedule A
Term or otherwise sets forth Customer's minimum financial
commitment.
11.
GOVERNING LAW. In the event that Customer
is a government agency, these Master Terms shall be
governed by and construed in accordance with the state or
federal law(s) applicable to such agency, irrespective of
conflicts of law principles. If the Customer is not a
government agency, these Master Terms shall be governed
by the laws of the State of Georgia, irrespective of conflicts
of law principles.
12.
ASSIGNMENT. Neither these Master Terms nor
the license granted herein may be assigned by Customer, in
whole or in part, without the prior written consent of LN.
The dissolution, merger, consolidation, reorganization, sale
or other transfer of assets, properties, or controlling interest
of twenty percent (20%) or more of Customer shall be
deemed an assignment for the purposes of these Master
Terms. Any assignment without the prior written consent of
LN shall be void.
13.
DISCLAIMER OF WARRANTIES. LN (SOLELY
FOR PURPOSES OF INDEMNIFICATION, DISCLAIMER OF
WARRANTIES, AND LIMITATION ON LIABILITY, LN, ITS
SUBSIDIARIES
AND
AFFILIATES,
AND
ITS
DATA
PROVIDERS ARE COLLECTIVELY REFERRED TO AS “LN”)
DOES
NOT
MAKE
AND
HEREBY
DISCLAIMS
ANY
WARRANTY, EXPRESS OR IMPLIED, WITH RESPECT TO THE
LN
SERVICES.
LN
DOES
NOT
WARRANT
THE
CORRECTNESS, COMPLETENESS, MERCHANTABILITY, OR
FITNESS FOR A PARTICULAR PURPOSE OF THE LN
SERVICES OR INFORMATION PROVIDED THEREIN. Due to
the nature of public record information, the public records
and commercially available data sources used in the LN
Services may contain errors. Source data is sometimes
reported or entered inaccurately, processed poorly or
incorrectly, and is generally not free from defect. The LN
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.
14.
LIMITATION OF LIABILITY. Neither LN, nor its
subsidiaries and affiliates, nor any third-party data provider
shall be liable to Customer (or to any person claiming
through Customer to whom Customer may have provided
data from the LN Services) for any loss or injury arising out
of or caused in whole or in part by use of the LN Services.
If, notwithstanding the foregoing, liability can be imposed
on LN, Customer agrees that LN's aggregate liability for any
and all losses or injuries arising out of any act or omission of
LN in connection with anything to be done or furnished
under these Master Terms, 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 the amount of fees actually paid by Customer to LN
under this Agreement during the six (6) month period
preceding the event that gave rise to such loss or injury.
Customer covenants and promises that it will not sue LN for
an amount greater than such sum even if Customer and/or
third-parties were advised of the possibility of such damages
LNRS Master Terms-Govt (Q2.17.v1)
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and that it will not seek punitive damages in any suit against
LN. IN NO EVENT SHALL LN BE LIABLE FOR ANY INDIRECT,
PUNITIVE, INCIDENTAL, OR CONSEQUENTIAL DAMAGES,
HOWEVER ARISING, INCURRED BY CUSTOMER.
15.
INDEMNIFICATION. To the extent permitted by
applicable law, Customer hereby agrees to protect,
indemnify, defend, and hold harmless LN 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 any third-party claim based upon (a)
use of information received by Customer (or any third-party
receiving such information from or through Customer)
furnished by or through LN; (b) breach of any terms,
conditions, representations or certifications in these Master
Terms; and (c) any Security Event. LN 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 LN Services, when used in accordance with
these Master Terms, 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 LN; (ii) Customer must provide any assistance which LN
may reasonably request for the defense of the claim (with
reasonable out of pocket expenses paid by LN); and (iii) LN
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, LN 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
LN
Services;
(2) Customer’s failure to use any corrections made available
by LN; (3) Customer’s use of the LN Services in combination
with any product or information not provided or authorized
in writing by LN; 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 LN Services, or if LN
determines that any part of the LN Services is likely to
become the subject of a claim of infringement or violation of
any proprietary right of any third-party, LN may in its sole
discretion and at its option (A) procure for Customer the
right to continue using the LN Services; (B) replace or
modify the LN Services so that they become non-infringing,
provided such modification or replacement does not
materially alter or affect the use or operation of the LN
Services; or (C) terminate these Master Terms and refund
any fees relating to the future use of the LN Services. The
foregoing remedies constitute Customer’s sole and exclusive
remedies and LN’s entire liability with respect to
infringement claims or actions.
16.
SURVIVAL OF AGREEMENT. Provisions hereof
related to release of claims; indemnification; use and
protection of LN Services; payment for the LN Services;
audit; LN’s use and ownership of Customer’s search inquiry
data; disclaimer of warranties and other disclaimers;
security; customer data and governing law shall survive any
termination of the license to use the LN Services.
17.
AUDIT. Customer understands and agrees that, in
order to ensure compliance with the FCRA, GLBA, DPPA,
other similar state or federal laws, regulations or rules,
regulatory agency requirements of these Master Terms, LN’s
obligations under its contracts with its data providers, and
LN’s internal policies, LN may conduct periodic reviews
and/or audits of Customer’s use of the LN Services.
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 LN will
be subject to immediate action including, but not limited to,
suspension or termination of the license to use the LN
Services, reactivation fees, legal action, and/or referral to
federal or state regulatory agencies.
18.
EMPLOYEE TRAINING. Customer shall train new
employees prior to allowing access to LN Services on
Customer’s obligations under these Master Terms, including,
but not limited to, the licensing requirements and restrictions
under Paragraph 2, the security requirements of Paragraph
3 and the privacy requirements in Paragraph 23. Customer
shall conduct a similar review of its obligations under these
Master Terms with existing employees who have access to
LN Services no less than annually. Customer shall keep
records of such training.
19.
TAXES. The charges for all LN 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.
20.
CUSTOMER INFORMATION. Customer certifies
that Customer has not been the subject of any proceeding
regarding any trust-related matter including, but not limited
to, fraud, counterfeiting, identity theft and the like, and that
Customer has not been the subject of any civil, criminal or
regulatory matter that would create an enhanced security
risk to LN, the LN Services or the data, including but not
limited to, any matter involving potential violations of the
GLBA, the DPPA, the FCRA, the Fair Debt Collection
Practices Act (“FDCPA”) (15 U.S.C. § 1692-1692p) or any
other similar legal or regulatory guidelines. If any such
matter has occurred, Customer shall attach a signed
statement,
along
with
all
relevant
supporting
documentation, providing all details of this matter prior to
execution of this Agreement. Customer shall notify LN
immediately of any changes to the information on
Customer's Application for the LN Services, and, if at any
time Customer no longer meets LN’s criteria for providing
service, LN may terminate this agreement. Customer is
required to promptly notify LN of a change in ownership of
Customer, any change in the name of Customer, and/or any
change in the physical address of Customer.
21.
RELATIONSHIP OF PARTIES. None of the
parties shall, at any time, represent that it is the authorized
agent or representative of the other. LN’s relationship to
Customer in the performance of services pursuant to this
Agreement is that of an independent contractor.
LNRS Master Terms-Govt (Q2.17.v1)
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22.
CHANGE IN AGREEMENT. By receipt of the LN
Services, Customer agrees to, and shall comply with,
changes to the restricted license granted to Customer
hereunder and as LN shall make from time to time by notice
to Customer. Notices to Customer will be provided via
written communication. All e-mail notifications shall be sent
to the individual named in the Customer Administrator
Contact Information section of the Application, unless stated
otherwise. LN may, at any time, impose restrictions and/or
prohibitions on the Customer’s use of some or all of the LN
Services. Customer understands that such restrictions or
changes in access may be the result of a modification in LN
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 LN of such restrictions,
Customer agrees to comply with such restrictions.
23.
PRIVACY PRINCIPLES. With respect to
personally identifiable information regarding consumers, the
parties further agree as follows: LN has adopted the "LN
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.
24.
PUBLICITY. Customer will not name LN or refer
to its use of the LN Services in any press releases,
advertisements, promotional or marketing materials, or
make any other third-party disclosures regarding LN or
Customer's use of the LN Services.
25.
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 Master 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, floods, earthquakes, fires, and
explosions.
26.
LN AFFILIATES. Customer understands that LN
Services furnished under these Master Terms may be
provided by LNRSFL and/or by one of its Affiliates, as further
detailed in a separate Schedule A and addendum to these
Master Terms. The specific LN entity furnishing the LN
Services to Customer will be the sole LN entity satisfying all
representations, warranties, covenants and obligations
hereunder, as they pertain to the provision of such LN
Services.
Therefore,
Customer
hereby
expressly
acknowledges and agrees that it will seek fulfillment of any
and all LN obligations only from the applicable LN entity and
the other LN entities shall not be a guarantor of said LN
entity’s performance obligations hereunder.
27.
CUSTOMER SUBSIDIARIES. LN may provide
the LN Services to Customer’s wholly owned subsidiaries
(“Subsidiaries”), in LN’ sole discretion, subject to the
Subsidiaries’ completion of LN’s credentialing process and
any applicable paperwork. Customer assumes full
responsibility for such Subsidiaries.
28.
MISCELLANEOUS. If any provision of these
Master Terms 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 these Master
Terms shall remain in full force and effect. The failure or
delay by LN in exercising any right, power or remedy under
this Agreement shall not operate as a waiver of any such
right, power or remedy. The headings in these Master
Terms are inserted for reference and convenience only and
shall not enter into the interpretation hereof.
29.
ENTIRE AGREEMENT. Except as otherwise
provided herein, these Master Terms constitute the final
written agreement and understanding of the parties with
respect to terms and conditions applicable to all LN Services.
These
Master
Terms
shall
supersede
all
other
representations, agreements, and understandings, whether
oral or written, which relate to the use of the LN Services
and all matters within the scope of these Master Terms.
Without limiting the foregoing, the provisions related to
confidentiality and exchange of information contained in
these Master Terms shall, with respect to the LN Services
and all matters within the scope of these Master Terms,
supersede any separate non-disclosure agreement that is or
may in the future be entered into by the parties hereto. Any
additional, supplementary, or conflicting terms supplied by
the Customer, including those contained in purchase orders
or confirmations issued by the Customer, are specifically and
expressly rejected by LN unless LN expressly agrees to them
in a signed writing. The terms contained herein shall control
and govern in the event of a conflict between these terms
and any new, other, or different terms in any other writing.
These Master Terms can be executed in counterparts, and
faxed or electronic signatures will be deemed originals.
LNRS Master Terms-Govt (Q2.17.v1)
Confidential
Page 8 of 8
AUTHORIZATION AND ACCEPTANCE OF TERMS
I HEREBY CERTIFY that I am executing these Master Terms as the authorized representative of Customer and that I have direct
knowledge of and affirm all facts and representations made above.
CUSTOMER:
Signature
Print Name
Title
Dated
(mm/dd/yy)
El Mirage Police Department