Terms & Conditions of Use
ACCESS TO THIS WEB SITE (OR PORTIONS THEREOF) AND THE USE OF INFORMATION, MATERIALS, PRODUCTS OR SERVICES PROVIDED THROUGH THIS WEB SITE (OR PORTIONS THEREOF), IS NOT INTENDED, AND IS PROHIBITED, WHERE SUCH ACCESS OR USE VIOLATES APPLICABLE LAWS OR REGULATIONS.
Restrictions on Use
Customer may not, nor authorize or permit Customer authorized third parties to: (a) decompile, disassemble, decode, translate or otherwise reverse engineer IDI Products and Services; (b) copy IDI Products and; (c) modify or create derivative works of IDI Products and Services, except to the extent that this restriction is prohibited by law; (d) resell, distribute, lease, sublicense, lend, give, transfer, assign or otherwise make all or any portion of IDI Products and Services or; (e) allow user id(s) and password(s), or any other access information to be available to any person or entity which is not an Authorized User, or to distribute in any way or make IDI Products and Services available on a service bureau or application service provider basis. In the event Customer or a third party on behalf of Customer, or anyone acting on behalf of or at the direction of the Customer, creates a derivative work of IDI Products and Services in breach of this section IDI shall own such work and Customer agrees it will, or it will require its employee or agent, to assign all right, title and interest in such work to IDI.
Limitation of Warranties and Liability/Remedies
The performance and results of IDI Products and Services are not warranted for any purpose or fitness for a particular purpose. Licensee should not rely entirely on information obtained through use of IDI Products and Services in making determinations related to new account (application) fraud or account takeovers or changes. Except as set forth in this Section neither IDI nor any agent or person acting for or with IDI has made or does make any statements, affirmations, representations or warranties whatsoever to Customer, whether express or implied, as to the reliability of the results of IDI Products and Services or ITS suitability for any general or particular purpose. IDI DENIES ALL EXPRESS AND IMPLIED WARRANTIES INCLUDING ANY WARRANTY OF FITNESS OR MERCHANTABILITY. NEITHER PARTY SHALL BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, PUNITIVE, OR CONSEQUENTIAL DAMAGES, OR ANY LOSS OF PROFITS OR REVENUE. IDI will undertake reasonable measures to protect the privacy of any data submitted for analysis using IDI Products and Services
Customer and IDI shall not disclose or divulge (a) any confidential or proprietary information identified as “Confidential” or “Proprietary ” or disclosed under circumstances in which a reasonable person would consider such information confidential or proprietary (collectively Confidential Information ”), except to the extent reasonably required for purposes consistent with this Agreement to: (a) an officer, director or employee of either party, or (b) a regulatory authority, independent accountant, or attorney of Customer; or (c) a third party contractor or consultant or similar agent of IDI or Customer, only with prior written approval of the other party and then only if the Receiving party undertakes all commercially reasonable measures to protect the confidentiality of Confidential Information. The following shall not be considered confidential information of either party: (a) any information that is in the public domain at the time of its communication; (b) any information which enters the public domain, through no fault of the Receiving party, subsequent to the time of its communication to the Receiving party; (c) any information which is obtained in good faith from a third party, provided such third party is not bound by a confidentiality obligation with either party; and, (d) any information that is already known by the Receiving at the time of disclosure. Receiving party and agrees that the Disclosing party’s remedy at law for a breach or threatened breach of any of the provisions of this section would be inadequate and, in recognition of this fact, in the event of a breach or threatened breach of any of the provisions of this section, the Receiving party agrees that in addition to the Disclosing Party’s remedy allowed under this Agreement, that the Disclosing Party shall, be entitled to obtain equitable relief in the form of specific performance, temporary restraining order, temporary or permanent injunction or any other equitable remedy which may then be available.
IDI Products and Services do not provide a “consumer report” as that term is defined in the Fair Credit Reporting Act (FCRA), 15 U.S.C. 1681 et. seq. and the information derived is not to be used for the purposes of a “consumer report” as defined in 15 U.S.C. 1681b. IDI Products and Services output score and related data is based on publicly available information and is not an investigative consumer report under the FCRA. IDI Products and Services do not identify all account changes that result in fraud and should be used only to identify certain account changes that may have a statistically higher probability of involving fraud and other verifications of account ownership and use should be employed to verify whether account changes are the result of fraud.
Limitation of Liability
IN NO EVENT SHALL IDI OR ITS VENDORS BE LIABLE FOR ANY INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL,OR EXEMPLARY DAMAGES, INCLUDING WITHOUT LIMITATION, DAMAGES FOR LOST PROFITS OR REVENUES, LOSS OF DATA, OR INTERRUPTION OF BUSINESS, WHETHER CLAIMED IN CONTRACT, TORT, OR OTHERWISE, EVEN IF IDI IS INFORMED OF THE POSSIBILITY OF SUCH LOSS OR DAMAGE.
If any provision or provisions of this Agreement shall be held to be invalid, illegal, or unenforceable, the validity, legality, and enforceability of the remaining provisions shall not in any way be affected or impaired thereby.
This License shall be deemed to be made in the State of Minnesota and shall in all respects be interpreted, construed, and governed by and in accordance with the laws of the State of Minnesota, specifically excluding any conflict of law provisions. The parties expressly reject the application of the United National Convention on the International Sale of Goods to this Agreement.
Customer shall comply with all laws and regulations of the United States restricting the export and re-export of any software and shall not export or re-export any software or media in any form without the appropriate United States and foreign government approval.
In any legal action or arbitration necessary to enforce or interpret this Agreement, the prevailing party is entitled to recover all costs, expenses and reasonable attorney ’s fees.
Customer may not assign the Agreement to any other party, including a successor in interest, without the written consent of IDI.