SOI ONLINE SUBSCRIBER AGREEMENT General Terms and Conditions Effective January 1, 2002
The following terms and conditions govern the use of SOI Online, LLC ("SOI ONLINE") services, including the online services available at www.OnlineCriminalChecks.com (collectively the "Services") and the information, documents or records available therein (the "Materials") by the person(s), entity, agency, organization or company ("Subscriber(s)") accessing the Services:
1. LICENSE; RESTRICTION ON USE
1.1. Subscriber is granted a nonexclusive, nontransferable, limited license to access and use the Services and Materials. This license shall cover the use and access of all of Subscriber's offices, locations, branches and authorized users and employees that are a part of the Subscriber's corporation and all such offices, locations and branches shall be bound by this subscriber agreement, including all terms and conditions contained herein. This license includes the right to search, access, retrieve, print or store insubstantial portions of the Materials for the Subscriber's internal purposes;
1.2. To the extent permitted by applicable copyright law and not further limited or prohibited by these terms or any Additional Terms, you may make copies of the Materials and distribute the Materials to your authorized users in accordance with this agreement.
1.3. Except as specifically provided in Sections 1.1 and 1.2, you are prohibited from downloading, storing, reproducing, transmitting, displaying, copying, distributing or using Materials or Services.
1.4. All right, title and interest (including all copyrights and other intellectual property rights) in the Services and Materials belongs to SOI Online, LLC or its third party suppliers of materials. You acquire no proprietary interests in the Services, Materials or copies thereof.
1.5. Except as specifically provided herein, you may not use the Services or Materials in any fashion that infringes the copyrights or proprietary interests therein. You may not tamper with, alter or change any records or information from the Materials or Services.
1.6. You may not use the Materials or any information included in the Materials to determine a consumer's eligibility for (a) credit or insurance for personal, family or household purposes; (b) employment; or (c) a government license or benefit; unless you fully comply with all federal, state and local laws, including but not limited to the FCRA.
1.7. Other provisions that govern your use of the Services and Materials may be set forth in the applicable Price Schedule, online descriptions, online notices and such other notification that may be available (collectively "Additional Terms"), all of which are incorporated by reference herein to these General Terms and Conditions.
2. ACCESS TO SERVICES
2.1. Only individuals authorized by the Subscriber may access and use the Services or Materials. All individuals authorized by the Subscriber are subject to these General Terms and Conditions.
2.2. Each individual authorized to access the Services by the Subscriber must obtain a personal Identification Number ("ID") from SOI ONLINE to access and use the Services and Materials. An individual's ID may not be transferred, shared or otherwise provided to any other individuals.
2.3. Materials and features may be added to, withdrawn from, changed or restricted from the Services without notice.
2.4. Subscriber shall incur charges for the use of the Materials and Services. Such charges may include, but not be limited to, a monthly service charge, a transactional search fee for each search or inquiry of the Materials, or a monthly fixed fee. Such charges or fees may be assessed in accordance with the Price Schedule or any written pricing agreement entered into between Subscriber and SOI ONLINE.
2.5. Subscriber shall be responsible for and shall pay all charges and usage fees, as described in 2.4 above, ("Fees") associated with the use of the Materials and Services.
2.6. Subscriber authorizes SOI ONLINE to charge all Fees directly to the credit card (as is provided to SOI ONLINE by Subscriber), as they are incurred or become due. For accounts that are invoiced, Subscriber authorizes SOI ONLINE to charge all past due accounts to the credit card securing said account, as may be provided by Subscriber.
2.7. Subscriber's account or any ID issued thereunder is subject to suspension or termination should the account become past due. SOI ONLINE reserves the right to suspend or terminate the account or any ID issued thereunder for any other reason.
3. LIMITED WARRANTY 3.1. The Subscriber acknowledges that SOI ONLINE does not create or maintain the records or information in the Materials and that SOI ONLINE is not responsible for the content or accuracy of such records or information in the Materials.
3.2. THE SERVICES AND MATERIALS ARE PROVIDED ON AN "AS IS", "AS AVAILABLE" BASIS AND THE PROVIDER OF THE SERVICES AND EACH THIRD PARTY SUPPLIER OF MATERIALS EXPRESSLY DISCLAIM ALL WARRANTIES, INCLUDING ANY WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE.
4. LIMITATION OF LIABILITY
4.1. A Covered Party shall not be liable for any loss, injury, claim, liability or damage of any kind resulting in any way from (a) errors in or omissions from the Services or Materials available or not included therein, (b) the unavailability or interruption of the Services or Materials, (c) use of the Services or Materials (regardless of whether Subscriber received any assistance from any Covered Party in using the Services or Materials), (d) your use of any equipment in connection with the Services, (e) the content of the Materials, (f) any delay or failure in performance beyond the reasonable control of a Covered Party, (g) the use of the Materials by an authorized individual, Subscriber, authorized user or other third parties.
4.2. "Covered Party" or "Covered Parties" shall mean and include: (a) the provider of the Services (SOI Online, LLC), its affiliates and any owner, officer, director, employee, subcontractor, agent, successor or assign of the provider of the Services or its affiliates; and (b) each third party supplier of Materials, their affiliates and any owner, officer, director, employee, subcontractor, agent, successor or assign of any third party supplier of Materials or any of their affiliates.
4.3. THE AGGREGATE LIABILITY OF THE COVERED PARTIES IN CONNECTION WITH ANY OTHER CLAIM ARISING OUT OF OR RELATING TO THE SERVICES OR MATERIALS SHALL NOT EXCEED THE AMOUNT OF YOUR ACTUAL DIRECT DAMAGES. YOUR RIGHT TO MONETARY DAMAGES IN THAT AMOUNT SHALL BE IN LIEU OF ALL OTHER REMEDIES THAT YOU MAY HAVE AGAINST ANY COVERED PARTY.
4.4. THE COVERED PARTIES SHALL NOT BE LIABLE FOR ANY SPECIAL, INDIRECT, INCIDENTAL OR CONSEQUENTIAL DAMAGES OF ANY KIND WHATSOEVER (INCLUDING, WITHOUT LIMITATION, ATTORNEYS' FEES) IN ANY WAY DUE TO, RESULTING FROM OR ARISING IN CONNECTION WITH THE SERVICES, MATERIALS OR THE FAILURE OF ANY COVERED PARTY TO PERFORM ITS OBLIGATIONS, REGARDLESS OF ANY NEGLIGENCE OF ANY COVERED PARTY.
4.5. The Subscriber and/or the subscribing organization agrees to indemnify, defend and hold harmless Covered Parties from and against any and all claims, liabilities, judgments, penalties, losses, costs, damages and expenses, including reasonable attorneys' fees, of whatsoever kind or nature, arising by reason of or in connection with any act under or in violation of this agreement or by virtue of the Subscriber's, or any third parties use of the Materials or any information obtained from Materials or through the use of the Services, either directly or indirectly.
5.1. These General Terms and Conditions, including the pricing, charges, Materials and payment terms may be changed from time to time by SOI ONLINE. Your subscription for access to the Services may be terminated immediately upon notice to the provider if any change is unacceptable. Continued use of the Services following any change constitutes acceptance of the change.
5.2. The Subscriber may terminate the subscription for access to the Services at any time by providing written notice of its intent to terminate its access to the Services. The provider of the Services may suspend, disrupt, terminate or discontinue providing the Services or Materials to Subscriber with or without notice.
5.3. Except as otherwise provided herein, all notices and other communications hereunder may be in writing or displayed electronically in the Services by the provider thereof.
5.4. The failure of the provider of the Services or any third party supplier of Materials to enforce any provision hereof shall not constitute or be construed as a waiver of such provision or of the right to enforce it at a later date.
5.5. The provider of the Services is authorized to perform searches on behalf of the Subscriber as requested by the Subscriber, monitor its sessions and activities in the Services and make recommendations to the Subscriber as to their use of the Services.
5.6. The Subscriber or subscribing organization may not assign its rights or delegate its duties under this subscription to access the Services without the prior written consent of the provider of the Services.
5.7. These General Terms and Conditions and the Additional Terms shall be governed by and construed in accordance with the laws of the State of Ohio.
5.8. Each third party supplier of Materials has the right to assert and enforce these provisions directly on its own behalf as a third party beneficiary.
5.9. FCRA. The Subscriber shall ensure that they obtain a signed authorization and release from the subject of their search PRIOR to running a search, if the search is for employment purposes, housing or other purpose covered by the FCRA. Subscriber agrees to keep copies of these releases and to provide copies of all signed releases to SOI ONLINE on a monthly basis or as requested by SOI ONLINE. All such copies shall be mailed to SOI ONLINE at its principal place of business.