Trust, But Verify ®
Terms and Conditions
Revised — April 28, 2018
(New 1.10, 1.11, 1.12, 1.13, 2.4, 2.4.1, 3.3, 3.6, 3.19.2, 3.19.3, 3.19.4, 3.19.5, 3.19.6, 3.37, 4.9, 5.15)
(Updated 1.2, 2.2, 2.3, 3.3.1, 3.3.2, 3.3.3, 3.5, 3.6.1, 3.7, 3.8, 3.12, 3.13, 3.14, 3.14.1, 3.18, 3.18.1, 3.19, 3.19.1, 3.29, 3.30, 3.31, 5.1, 5.3, 5.4, 5.7, 5.8, 5.13, 5.14)
OWENS ONLINE LLC CLIENT AGREEMENT
2020欧洲杯预选赛赛程Owens OnLine LLC and Client agree to the following:
"OOL" means Owens OnLine LLC, a Florida corporation, on behalf of itself, its officers and employees.1.2
"Service" means business services and information products provided by or through OOL, which include business and personal credit reports, Anti-Money Laundering (AML), Counter Financing of Terrorism (CFT) and Know Your Customer (KYC) due diligence reports, background investigations and employment screening services, internationally and within the United States.1.3
"Client" means the user obtaining the Service.1.4
"Reseller" means a Client providing the Service to an End User.1.5
"Applicable Law" means any applicable foreign, federal, state or other laws, rules, regulations or interpretations by relevant governmental regulatory organizations.1.6
"International" means any country or territory outside the United States and its protectorates.1.7
"Confidential Information" means any and all proprietary or secret data; sales or pricing information relating to either party, its operations, employees, products or services; and, all information relating to any customer, potential customer, agent and/or independent sales outlet.1.8
"End User"2020欧洲杯预选赛赛程 means the organization that is the end user of the data.1.9
"EU"2020欧洲杯预选赛赛程 means the European Union.1.10
"EEA" means the European Economic Area.1.11
"EFTA" means the European Free Trade Association.1.12
"UK"2020欧洲杯预选赛赛程 means the United Kingdom.1.13
"Data Controller"2020欧洲杯预选赛赛程 means a company who, alone or jointly, determines the purposes and the means of processing personal data.
The Service will provide Client with information gathered for the purpose requested, by OOL, furnished to OOL by third party agents or a combination thereof.2.2
OOL uses commercially reasonable efforts to comply with all Applicable Law, regulations, rules and standards of all governing jurisdictions and performs Services generally in a workmanlike manner according to industry standards. Although reasonable effort is made by OOL and its agents to ensure accuracy, OOL does not act as a guarantor of the accuracy or completeness of the information.2.3
If OOL discovers any errors or omissions in research, OOL will send a supplement report updating and correcting the original report.2.4
When Service is Used for a Subject who is a Resident of or the Location of the Background Screening is the EU, EEA, UK, and Switzerland2.4.1
2020欧洲杯预选赛赛程Owens OnLine LLC and Owens Europe GmbH will operate as joint Data Controllers with the End User. Owens OnLine LLC and Owens Europe GmbH shall determine the means of processing of personal data.
3 Client Obligations and Understanding3.1
Client will comply with the terms set forth in this agreement.3.2
2020欧洲杯预选赛赛程Client will pay for the Service as set forth in the Payments and Pricing section of this agreement. Prior to requesting Service, Client will carefully review each product's respective "About" link (shown with a question mark icon '?') and order form (which may vary by country). Client understands that this information may not always apply to its specific request when a response or result is obtained.3.3
When Service Used for an FCRA purpose and Subject is a Resident of the United States or the Point of Impact Decision will be Made in the United States3.3.1
(FORMERLY 3.3) Prior to requesting Service for a report on a consumer, Client or their End User will inform the subject in writing that either a consumer report or an investigative consumer report will be acquired and will obtain the subject's authorization in writing.3.3.2
(FORMERLY 3.5) Prior to requesting Service for a report on a consumer, Client or their End User will provide the subject a written summary of his/her rights (including the right for additional disclosures regarding the nature and scope of the investigation) in accordance with Applicable Law. Additionally, Client or their End User will provide Vermont consumers a copy of Section 2480e of the Vermont Fair Credit Reporting Statute.3.3.3
2020欧洲杯预选赛赛程(FORMERLY PART OF 3.8) End User agrees to comply with and provide all statutorily required notices in Section 615 of the Fair Credit Reporting Act.3.4
Prior to requesting Service for a report on a consumer, Client or their End User will make a visual inspection of the consumer’s identification document and confirm the document visually matches the consumer’s information.3.5
(FORMERLY PART OF 3.8) Client and End User agree that each consumer report will only be used for a one-time use.3.6
When Requesting International Service or When the Subject is Currently a Resident of an International Country3.6.1
2020欧洲杯预选赛赛程(FORMERLY 3.6) Prior to requesting Service, Client or End User will inform the consumer that their personal data may be used to enable OOL, Client, Reseller, End User, or their agents to complete Service and that their personal information may be transferred to other countries, including countries that have inadequate privacy laws according to the European Commission, data protection commissions or government authorities.3.7
Client and their End Users will only use the information that is being ordered for the Reason for Request indicated in the order and will not use it for any other purpose without the prior consent of OOL. The Service is not provided or intended to be used for investigations or due diligence investigations of consumers without Client having and warranting that it has in its possession an informed consent signed by the subject agreeing to research being done to support the order(s) placed by Client.3.8
Client and their End Users will comply with all Federal, State, Local and International laws and regulations applicable to the use of the Service, including, but not limited to, U.S. economic sanctions regulations and Title VII of the Civil Rights Act of 1964, Fair Credit Reporting Act disclosure and authorization requirements, adverse action provisions and international data transfer directives. Client accepts full responsibility for complying with all laws and for using the information products it receives from OOL in a legally acceptable fashion that is not in violation of any Applicable Laws including, but not limited to, International, Federal or State Equal Employment Opportunity laws or regulations. Client agrees to comply with and provide all statutorily required notices when using information products. Client accepts full responsibility for any and all consequences of use or dissemination of those products.3.9
2020欧洲杯预选赛赛程Client understands that some Services as outlined in the About section for the Service will require additional Addendums to be signed before OOL can provide information to Client.3.10
Reseller understands that some Services may only be available to End User clients. End User understands that data may not be passed from the End User to any third party.3.11
2020欧洲杯预选赛赛程As a condition of entering into this agreement, Client certifies that it has in place reasonable procedures designed to comply with all applicable International, local, state and federal laws.3.12
2020欧洲杯预选赛赛程In order to ensure that OOL data is safeguarded and only provided to companies that have been appropriately verified and credentialed, Reseller will complete due diligence on any End User requesting Service prior to being provided access to the Service. Reseller will have an agreement with End User which will clearly outline the obligations of the End User as listed in this agreement.3.13
2020欧洲杯预选赛赛程Client understands that background screening may be conducted through the services of a third-party independent contractor. Client understands that criminal and other background records are maintained in various ways. Client understands there are differences in foreign laws, language and the manner in which different records are maintained and reported. OOL is not an insurer or a guarantor of the accuracy of the information reported.3.14
When Service Used for Employment Purposes Where the Employer is Located in the United States, the Job is in the United States, or When the Subject Currently Resides in the United States3.14.1
If the Service the Client obtains from OOL are to be used for an employment purpose, Client certifies that prior to obtaining or causing a consumer report or an investigative consumer report to be obtained, a clear and conspicuous disclosure, in a document consisting solely of the disclosure, will be made in writing to the consumer explaining that a consumer report or investigative consumer report may be obtained for employment purposes. This disclosure will satisfy all requirements identified in Section 606(a)(1) of the FCRA. Any applicable state or local law disclosures will be made separately from the FCRA consumer report disclosure or the FCRA investigative consumer report disclosure. The consumer will have authorized, in writing, the obtaining of the report by End User.3.14.2
If the consumer is denied employment, or other adverse employment action is taken based in whole or in part on the information products provided by OOL, End User will provide to the consumer: (1) a copy of the report; and (2) a description, in writing, of the rights of the consumer entitled: "Summary of Your Rights Under the Fair Credit Reporting Act." After the appropriate waiting period, End User will issue to the consumer notice of the adverse action taken, including the statutorily required notices identified in Section 615 of the Fair Credit Reporting Act.3.15
Investigative Consumer Reports3.15.1
In addition to the disclosure requirements identified in 3.14, if the consumer makes a written request within a reasonable amount of time, Client will provide: (1) information about whether an investigative consumer report has been requested; (2) if an investigative consumer report has been requested, written disclosure of the nature and scope of the investigation requested; and (3) OOL's contact information, including complete address and US toll-free telephone number. This information will be provided to the consumer no later than five (5) days after the request for the disclosure was received from the consumer or the report was first requested, whichever is the later.3.16
In addition to the requirements identified above, Client and End User have read and understand their obligations under the FCRA and the penalties for requesting consumer reports under false pretenses. Client understands that unauthorized access to consumer reports may subject them to civil and criminal liability under the FCRA punishable by fines and imprisonment.3.17
US National/Multi-State Database Searches3.17.1
OOL recommends that Client screen its applicants or employees at the county courthouse or online system, federal, and multi-state/nationwide database levels. Client understands that if it chooses not to conduct searches at these levels, OOL cannot be held responsible for any records that exist that are not included in the Client's coverage requested. Client further understands that the multi-state/nationwide database report will only be offered in conjunction with a county-level verification of any records found and that Client will bear any additional costs associated with this verification.3.18
Clients Outside the EU and EFTA, Onward Transfers of Personal EU, Switzerland and UK Data3.18.1
Client and End User agree to provide at least the same level of privacy protection as is required by the relevant Regulation (EU) 2016/679 of the European Parliament and of the Council of 27 April 2016 on the protection of natural persons with regard to the processing of personal data and on the free movement of such data, and repealing Directive 95/46/EC (General Data Protection Regulation) effective May 25, 2018. This includes, but is not limited to, the EU Commission Decision of 5 February 2010 (2010/87/EU) on standard contractual clauses for the transfer of personal data to processors established in third countries under Directive 95/46/EC of the European Parliament and of the Council.3.18.2
Client agrees to provide at least the same minimum level of protection as the EU-U.S. Privacy Shield Principles and the Swiss-U.S. Privacy Shield Principles require. Client agrees to immediately notify OOL if it makes the determination that it can no longer meet this obligation.3.19
When Service is Used for a Subject who is a Resident of or the Location of the Background Screening is in the EU, EEA, UK, and Switzerland3.19.1
Prior to requesting EU, EEA, UK or Switzerland Background Screening, Client or their End User will notify the subject of the purpose in collecting the data, the different categories of background screening to be completed, that a third party including Owens OnLine LLC and its representative Owens Europe GmbH may be used to compile information about them, provide the subject with a link to the Owens OnLine LLC and Owens Europe GmbH privacy policies, the categories of persons to whom the data may be disclosed, the consequences of not authorizing the background screening, the right to withdraw consent, and the right to access a copy of their report and have inaccurate information corrected.3.19.2
Prior to requesting EU, EEA, UK or Switzerland Background Screening, Client or their End User will obtain a freely given, specific, explicit, informed, and unambiguous consent from the subject.3.19.3
Client and End Users will have a physical and logical security policy and a security assurance plan. This policy and plan should be compliant with section 5 of this agreement and shall be made available to Owens OnLine LLC or Owens Europe GmbH upon request.3.19.4
2020欧洲杯预选赛赛程Client and End Users will notify OOL immediately if the subject withdraws consent, requests rectification of inaccurate personal data, or requests data erasure.3.19.5
2020欧洲杯预选赛赛程Owens OnLine LLC and Owens Europe GmbH will operate as joint Data Controllers with the End User. End User will determine the purpose in processing the personal data.3.20
US Driver's License Verification and Driving Records3.20.1
2020欧洲杯预选赛赛程Client hereby certifies US Driver's License Verification and Driving Records will only be ordered in strict compliance with the Driver Privacy Protection Act ("DPPA", at 18 U.S.C. § 2721 et seq.) and any related state laws. Client further certifies that no US Driver's License Verification and Driving Records will be ordered without first obtaining the written consent of the consumer to obtain driving records, evidence of which will be transmitted to OOL in the form of the consumer's signed authorization form. Client also certifies that it will use this information only in the normal course of business to obtain lawful information relating to the holder of a commercial driver's license or to verify information provided by an applicant or employee. Client will not transmit any data contained in the resulting US Driver's License Verification and Driving Records via the public Internet, electronic mail or any other unsecured means.3.21
In the course of completing background checks, OOL may uncover active arrest warrants that are outstanding against the subject. In these cases, OOL may be contacted by the law enforcement agency seeking the subject. Client understands that OOL will furnish to law enforcement any information contained within the subject's file to assist in the apprehension of the subject. Additionally, OOL may contact Client, and Client agrees to release to OOL, any and all information Client may have which will further the apprehension of the wanted individual.3.22
Client agrees and understands that Service and amount of information may vary greatly due to numerous variables, some of which may be outside OOL's control (e.g. subject's unique history, available data, Applicable Laws, local search customs, source repository policies, organization's lack of cooperation, etc.). Information is obtained from OOL, third party agents/sources, in-country agents/sources or a combination thereof.3.23
2020欧洲杯预选赛赛程Client agrees and understands that though name variations may be common in a particular country and some repositories or agents may search for name variations, no consistency or guarantee that variations will be searched is available without the commitment of an additional order for each name. Searches are per jurisdiction unless otherwise indicated.3.24
2020欧洲杯预选赛赛程Client agrees and understands that many courts and some police agencies do not issue documents verifying a non-record. If a document is available and is required by Client, additional fees and delays may apply.3.25
Client agrees and understands that there are fees for Service provided by OOL. Furthermore, there may be out of pocket costs that must be advanced by OOL, including, but not limited to, court fees and International agent fees.3.26
2020欧洲杯预选赛赛程Client agrees and understands that published delivery times vary by product and country and are an estimate based on the experience of previous orders – they are not a guarantee. If a product lists a delivery time range, the order is considered to be late on the day after the last date in the range, not the first date. Orders are subject to delays depending upon source(s) involved and other factors outside OOL's control, which may include, but is not limited to, extended holidays, civil strife, natural disasters, records not readily accessible, slow responses from courts in obtaining clarifications and lengthy court procedures in acquiring case files for further research after a name match search is performed (e.g. eliminating false positives, researching potential court errors or contradictory information from multiple sources, etc.).3.27
Client agrees and understands that status updates and estimated completion times may not be practical or observed in other countries and, if obtained, may lack the level of specificity commonly expected. OOL will track and follow orders and make its best efforts to obtain detailed status updates on Client reports where possible.3.28
Client agrees and understands that OOL is not responsible for the internal management of its agent's, its agent's employees, its agent's vendors and/or its agent's data sources.3.29
Client and End Users understands OOL does not provide legal advice in the provision of its Service and Client acknowledges it is not obtaining from OOL nor relying on OOL for legal advice of any kind. Client will base its decisions on its own guidelines, policies and procedures. Any consultation and sample forms that may be provided by OOL will be provided for informational purposes only and OOL will not be considered to be providing legal advice. OOL advises that Client consult experienced counsel to ensure compliant procurement and use of OOL reports in connection with its particular credit, due diligence or screening program.3.30
2020欧洲杯预选赛赛程Client and End Users understands they are subject to periodic audits and will provide reasonable evidence regarding their compliance with their obligations under this agreement.3.31
Client agrees that OOL has provided Client with a copy of the Notice to Users of Consumer Reports: Obligations of Users. Resellers agree to provide a copy of the Notice to Users of Consumers Reports: Obligations of Users to End Users prior to using Service.3.32
2020欧洲杯预选赛赛程Client recognizes that information is obtained from various third party sources. The information supplied to OOL by its agents is "as is" and cannot be guaranteed to be error free. In requesting any Services, Client accepts that information/content cannot be guaranteed as accurate in that OOL, its agents or associates have no practical opportunity to audit or confirm all source data.3.33
2020欧洲杯预选赛赛程Client also understands that processing of court record, police, other governmental or commercial searches vary based on local laws, regulations and purpose. The information provided by agents to OOL may be reflective of country variances. The quality of information gathered in one country cannot be used as a measurement for information gathered in another country; record keeping practices vary by country.3.34
Client agrees and understands that OOL's agent identities are proprietary and not available for audit.3.35
Client certifies it is not an individual or entity in Iran, Syria, Sudan, the Crimea region of Ukraine, Cuba or North Korea. Client also certifies that it is not otherwise designated on the Specially Designated Nationals and Blocked Persons List (SDN List) or owned or controlled by 50 percent or more, in the aggregate, by an individual or entity on the SDN List.3.36
Client certifies that this information will not be used to conduct a transaction with an individual or entity on the SDN List or within a sanctioned territory that would be prohibited for a U.S. individual or entity pursuant to the U.S. economic sanctions regulations.3.37
2020欧洲杯预选赛赛程Prior to requesting Service for a report on a consumer, Client or their End User will obtain the subject’s consent to electronically send legal notices.
4 Payments and Pricing4.1
2020欧洲杯预选赛赛程Client is responsible for each order that is placed on its account.4.2
Client will be charged for all Service at the rates set forth at the time each order is placed. However, OOL reserves the right to deny continuation of any order if unanticipated or unreasonable price fluctuations occur (e.g. agent pricing, currency fluctuations, etc.) and reserves the right to cancel any order (with an appropriate refund) if a commensurate source is not obtainable.4.3
2020欧洲杯预选赛赛程Pricing is subject to change without notice.4.4
2020欧洲杯预选赛赛程Client will be responsible for charges resulting from Client's errors in inputting data, entering duplicate orders and canceling orders once processing has commenced.4.5
Client understands that database retrieved reports may not be canceled. Cancellations on freshly prepared reports must be received in writing within two (2) hours of receipt of the original order and must be approved by OOL.4.6
2020欧洲杯预选赛赛程Due to the customized nature of OOL's business, Client agrees that payments made by charge/credit/debit card can be debited at the time the Client's order is placed and not necessarily when delivery is made.4.7
Non-payments, charge/credit/debit card chargebacks or refunds are not available and not acceptable for reasons including, but not limited to, report content, possible lateness, etc.4.8
Reports over one working day late will be charged at the next slower delivery time if one is offered, unless otherwise indicated in the product's respective About information page.4.9
2020欧洲杯预选赛赛程Payment information collected from Client will be shared with financial institutions in order to process your payment.
Client and End User are responsible for the creation, confidentiality and security of its passwords. Client will change passwords at least every ninety (90) days or sooner if Client suspects an unauthorized person has learned the password. Client agrees to immediately notify OOL of any unauthorized use of Client's account or password.5.2
2020欧洲杯预选赛赛程Client will ensure that only authorized staff can order and access OOL Services. Client will be responsible for all uses of its account, whether or not authorized by Client. Client will take necessary measures to prevent unauthorized ordering or access to Services including limiting the knowledge of account numbers, user IDs, and passwords. Client will notify OOL if a user is no longer responsible for ordering or accessing OOL Services.5.3
2020欧洲杯预选赛赛程Client and End User agrees to monitor compliance with the obligations of this section, and immediately notify OOL if Client or End User suspects or knows of any unauthorized access or attempt to access the Services.5.4
Client agrees to have reasonable procedures for the fair and equitable use of background information and to secure the confidentiality of private information. Client agrees to take precautionary measures to protect the security and dissemination of all OOL Service data, consumer report or investigative consumer report information.5.5
2020欧洲杯预选赛赛程Client and End Users will ensure that authorized users of its account do not order Service for personal reasons.5.6
2020欧洲杯预选赛赛程Client and End Users ensure that all devices used to order or access Services are placed in a secure location and accessible only by authorized staff, and that devices are secured when not in use through means such as screen locks, shutting power controls off, or other commercially reasonable security procedures. Client and End Users will not access Services via any handheld wireless communication devices including, but not limited to, web enabled cell phones, interactive wireless pages and personal digital assistants (PDAs).5.7
2020欧洲杯预选赛赛程Client and End User agrees when sending, transferring or shipping OOL Service data, Client will encrypt the data using minimum standards of Advanced Encryption Standard (AES 128 bits and higher) or RSA (1024 bits and higher) encryption algorithms.5.8
Client and End User will not allow OOL Service data to be displayed via the internet unless utilizing, at a minimum, a three-tier architecture configured in accordance with industry best practices.5.9
Client and End Users will encrypt OOL information when not in use, store printed information in a secured locked container when not in use, and utilize document disposal and destruction methods that render all data unintelligible in accordance with the Federal Trade Commission, or in accordance with stronger applicable local, state, or International law or banking/credit union regulators. Client and End Users will take reasonable measures to protect against unauthorized access or use of the information in connection with its disposal and destruction.5.10
2020欧洲杯预选赛赛程Client and End Users will not ship hardware or software between locations or to third parties without deleting all security information and personally identifiable consumer information.5.11
2020欧洲杯预选赛赛程Client and End Users will not use non-company owned assets including, but not limited to, personal computer hard-drives or portable and/or removable data storage equipments or media (e.g. laptops, zip drives, tapes, disks, CDs, DVDs, etc.) to store information obtained from OOL.5.12
Client and End Users will use commercially reasonable efforts to protect OOL Service data when stored on systems, subject to the following requirements; (i) OOL Service data must be protected by multiple layers of network security including, but not limited to, firewalls, routers and intrusion detection devices; (ii) secure access (both physical and network) to systems storing OOL Service data, must include authentication and passwords that are changed at least every ninety (90) days; and (iii) all servers must be kept current and patched on a timely basis with appropriate security-specific systems and underlying subsystems patched, as they are available.5.13
Client and End User will use commercially reasonable efforts to protect their connection with dedicated, industry-recognized firewalls that are configured and managed to adhere to industry accepted best practices. Client and End User will use commercially reasonable efforts to route communications from End User’s or Client’s internal services to external systems through firewalls configured for network address translation (NAT).5.14
Client and End User will use commercially reasonable efforts to establish procedures and login mechanisms for systems and networks that will allow tracking and analysis in the event there is a compromise and maintain an audit trail history for at least three (3) months for review by OOL.5.15
2020欧洲杯预选赛赛程Client and End Users will protect access to OOL Service data from unauthorized personnel, including employees, subcontractors and freelancers hired by the Client or End User.
6Term of Agreement6.1
2020欧洲杯预选赛赛程This agreement will be in full force and effect during periods of time that OOL is providing Service for Client. Client agrees that if it is found to be in violation of any specifications of this agreement, OOL has the right to terminate Client's access to Service.
7Modifications to Agreement7.1
OOL reserves the right to modify these Terms and Conditions at any time and any modification will be effective immediately upon posting of the modified agreement to the website. Client agrees that they are entirely responsible for reviewing these changes when accessing this website or its products, Service and information, and understand that OOL Terms and Conditions may be updated from time-to-time with the last revision date being clearly shown at the top of the agreement. Continued use of any of OOL's Service after changes are made constitutes acceptance of this agreement as modified by the published changes.
8Rights to Service8.1
The Service is proprietary to OOL and all rights to the Service are proprietary to and reserved by OOL.
9Warranty and Warranty Disclaimers9.1
2020欧洲杯预选赛赛程Client acknowledges and agrees that, except as expressly provided in this section, OOL makes no representation or warranty whatsoever, either express or implied (including, but not limited to, implied warranties of merchantability or fitness for particular purpose and implied warranties arising from the course of dealing or a course of performance) with respect to the accuracy, validity, completeness, uninterrupted availability or suitability for Client's needs, of any Service provided under this agreement and OOL hereby expressly disclaims all representations and warranties.9.2
The representations, warranties, covenants and agreements contained in this agreement are for the sole benefit of the parties hereto and their heirs, executors, administrators, legal representatives, successors and assigns, and they will not be construed as conferring any rights on any other persons.9.3
2020欧洲杯预选赛赛程Client agrees and understands that satisfaction of its obligations under this agreement and all Applicable Law is the sole responsibility of Client, and that the obligations of Client are in no way conditioned or contingent upon the performance of OOL or any business or consumer reporting agency, End User, consumer or other third party.
10Limitation of Liability10.1
Client and their End Users release OOL and its agents, contractors, officials, representatives or assigned agencies, including officers, employees or related personnel both individually and collectively, from any and all liability for damages of whatever kind, including indirect or consequential damages (including loss of profits, income, savings, goodwill, use or data).10.2
Client and their End Users will not hold OOL, nor any of its agents or subagents responsible for any compensation, reimbursement or damages arising in connection with: (a) Client’s inability to access Service, including, but not limited to, (i) termination of this agreement, (ii) OOL discontinuation of a Service offering, or (iii) system failures or other interruptions; (b) work performed, including, but not limited to, (i) delivery or fulfillment of Services (ii) Client’s or End User’s business decision made subsequent to receipt of data or lack thereof, (iii) overdue reports; or (c) any unauthorized access to, alteration of, or the deletion, destruction, damage or loss of data.10.3
Client further agrees that the information will not be used as evidence or as a basis for any legal action.
Client and their End Users will indemnify, defend and hold harmless OOL and its agents, contractors, officials, representatives, or assigned agencies, including officers, employees, or related personnel both individually and collectively from and against any and all claims, suits, proceedings, damages, costs, expenses (including without limitation, reasonable attorneys' fees and court costs) brought or suffered by any third party arising or resulting from, or otherwise in connection with any breach by Client of any of its representations, warranties or agreements in this agreement or its negligence or willful misconduct.
OOL and its agents will not be liable for any delay or failure to perform any obligation under this agreement where the delay or failure results from any cause beyond its reasonable control, including acts of God, labor disputes or other industrial disturbances, systemic electrical, telecommunications, or other utility failures, earthquakes, storms or other elements of nature, blockages, embargoes, riots, acts or orders of government, acts of terrorism or war.
13Governing Law and Dispute Resolution13.1
2020欧洲杯预选赛赛程This agreement of Client's use of Service will be governed solely by the laws of the State of Florida, USA and construed in accordance with the laws of the State of Florida, without effect to conflict of law principles.13.2
In the event of any dispute between the parties, if the parties are unable to resolve the dispute after holding good faith and confidential discussions, then the dispute will be submitted to binding arbitration conducted in Tampa, Hillsborough County, Florida, USA under the American Arbitration Association.13.3
Notwithstanding the foregoing, each party will be entitled to seek immediate injunctive relief to protect its Confidential Information.
14Assignment, Sub-License or Resell14.1
2020欧洲杯预选赛赛程Client will neither transfer nor assign this agreement, in whole or in part, without OOL's prior written consent, which will not unreasonably be withheld.
2020欧洲杯预选赛赛程The parties agree that the relationship of the parties created by this agreement is that of independent contractor and not that of employer/employee, principal/agent, partnership, joint venture or representative of the other. Except as authorized hereunder, neither party will represent to third parties that it is the employer, employee, principal, agent, joint venture or partner with, or representative of the other party.15.2
2020欧洲杯预选赛赛程Neither party will reveal, publish or otherwise disclose any Confidential Information to any third party without the prior written consent of the other party. The parties agree to keep this information confidential at all times during the term of this agreement and continuing for five years after receipt of any Confidential Information. Notwithstanding anything to the contrary within this agreement, in no event will OOL be required to destroy, erase or return any consumer reports or applicant data related thereto in OOL's files, all of which OOL will maintain as a consumer reporting agency in strict accordance with all applicable federal, state and local laws.15.3
If any provision of this agreement is held to be invalid or unenforceable under Applicable Law in any jurisdiction, the validity or enforceability of the remaining provisions within the agreement will be unaffected as to the jurisdiction and the holding will not affect the validity or enforceability of any provision of this agreement in any other jurisdiction.15.4
2020欧洲杯预选赛赛程To the extent that any provision of this agreement is held to be invalid or unenforceable because it is overbroad, that provision will not be void but rather be limited only to the extent required by Applicable Law and enforced as so limited.
To Client. OOL may provide any notice to you under this agreement by: (i) posting a notice on this site; or (ii) sending a message to the email address associated with your account. Notices OOL provides by posting on this site will be effective upon posting. Notices OOL provides by email will be effective when the email is sent. Client is responsible to keep their email address current with the OOL eCommerce system. Client will be deemed to have received any email sent to the email address associated with their account when the email is sent, whether or not Client actually received the email.16.2
To OOL. To give OOL notice under this agreement, Client must contact OOL by personal delivery, overnight courier or registered or certified mail to Owens OnLine LLC, 3802 Ehrlich Road, Suite 307, Tampa, FL 33624 USA. OOL may update the address for notices to OOL by posting a notice on this site.16.3
Language. All communications and notices to be made or given under this agreement must be in the English language.