HomeMy WebLinkAboutC2015-150 - 2/26/2015 - NA SERVICE AGREEMENT
THIS AGREEMENT (the"Agreement") is entered into on this_20_day of February, 2015
(Effective Date),between City of Corpus Christi located at 1201 Leopard St, Corpus Christi, TX
78401 ("Licensee or Customer"), and Intellicorp Records, Inc. located at 3000 Auburn Dr, Suite
410, Beachwood, OH 44122 ("IntelliCorp"). (IntelliCorp and Customer may also be referred to
as"Party" and collectively referred to as "Parties")
Use of www.IntelliCorp.net is subject to the following terms and conditions, in addition to the
terms and conditions of any signed agreement in place between IntelliCorp Records, Inc.
("IntelliCorp") and Customer pertaining to use of www.IntelliCorp.net. To the extent any term
and/or condition of these On-Line Service agreement conflicts with any signed agreement
pertaining to the Services accessed through www.IntelliCorp.net the provisions of that signed
agreement shall control.
The following terms and conditions govern the use of the Intellicorp's services, including the
online services available at www.IntelliCorp.net and the materials, information, products or
records available therein (collectively the "Services"). Other provisions that govern the use of
the Services are set forth in the applicable price schedule, the specific Services, online
descriptions, online notices, the User Manual and such other notification that may be available
(collectively 'Additional Terms'), all of which are incorporated by reference into these General
Terms and Conditions. These General Terms and Conditions, including the pricing, charges,
Services and payment terms may be changed from time to time by IntelliCorp or its third party
suppliers.
Customer understands and acknowledges that all or any portion of Services marked as "Non-
FCRA," "Not For FCRA Use," or similar language is not a "consumer report" as that term is
defined in the Fair Credit Reporting Act ("FCRA") and may not be used for any permissible
purpose under the FCRA. Such reports may contain information on a person who is not the
subject of the inquiry and may contain information that is out of date. Customer commits that it
will not use Services so marked for employment screening, tenant screening, credit screening,
insurance underwriting or any other FCRA purpose without first updating and verifying any
adverse information at the data source.
1. Services. Customer hereby requests the Services and warrants that this request is made
by its authorized representative. Customer hereby authorizes IntelliCorp to perform
searches on Customer's behalf or upon Customer request to monitor sessions and
activities in the Services. Services and features may be added to, withdrawn from,
changed or restricted from the Services by IntelliCorp without notice. Continued use of
the Services by Customer following any change constitutes acceptance of the change.
2. License and Scope of Use. Customer is granted a nonexclusive, nontransferable, limited
license to access and use for internal purposes the Services. This license extends to use
and access to all of Customer's offices, locations and branches provided each agrees to be
bound by the terms and conditions contained herein.
2015-150
2/26/15
Intellicorp Records Inc. INDEXED
Customer is prohibited from selling, transferring, publishing, distributing, or sublicensing
the Services or any information retrieved from the Services. Customer may not directly or
indirectly compile, store, or maintain any information retrieved from the Services to
develop its own source or database.
3. Term and Termination. This Agreement shall continue until terminated. Either party
may terminate this Agreement , with or without cause, with thirty (30) days notice.
IntelliCorp may terminate this agreement if Customer defaults in the payment of any
fee(s) due hereunder or without prior notification, terminate Customer's access to the
Services if IntelliCorp is no longer authorized by a third party provider (s) to deliver the
Services, or if directed by a third party provider. Customer may terminate its access to
the Services with prior written notice to IntelliCorp if any change in services is
unacceptable. IntelliCorp or its suppliers may suspend, disrupt, terminate or discontinue
providing the Services to Customer with thirty(30) days notice.
4. Access To Services.
a. Customer will be provided a unique personal Identification Number ('ID') from
IntelliCorp to access and use the Services which must be kept confidential. The
Customer's key contact will provide each of the Customer's employees with an ID for
accessing the Service. Customer and its employees shall only access the Services
through use of the assigned sign-on IDs. Each ID will be for the personal use of a
single employee only. Customer shall not distribute or divulge a valid sign-on ID
and/or password to anyone except to its employees. Customer is responsible for all
charges as they relate to the use and activity charged to its sign-on IDs. IntelliCorp
retains the right to change any sign-on ID and/or password at its discretion and notify
Customer sufficiently in advance so as not to interfere with Customer's authorized
continuous use of the Service(s). Access to Services must be discontinued
simultaneously for any employee, with the end of that employee's employment with
Customer. Customer shall be liable, and indemnify IntelliCorp, for all fees and all loss
or damage caused by or resulting from the continued use of Customer's sign-on ID(s)
by terminated employees. Customer agrees to immediately notify IntelliCorp if a
security breach occurs or if the Customer suspects that a security breach may have
occurred.
b. To the extent the Services provided hereunder are accessed electronically, third-party
software, sometimes called "spyware", can infect a user's computer and capture data
without permission. IntelliCorp is not responsible if any confidential data of Customer
or its agents is compromised in this manner. In order to protect its own data,
IntelliCorp reserves the right, without prior notice, to suspend access to any
IntelliCorp web application by any user or agent whose computer is infected in this
manner until the infection is removed. IntelliCorp will make reasonable efforts to
notify the Customer beforehand, but circumstances may require prompt action.
5. Usage of Services.
a. The Customer shall ensure that it obtains a signed authorization and release from
the subject of their search PRIOR to running a search, if the search is for
employment, housing or other purpose covered by the FCRA. Customer agrees to
keep copies of these releases for five (5) years and to provide copies of signed
releases to IntelliCorp when requested by IntelliCorp.
b. Customer certifies that it will request, receive and use the Services in compliance
with all applicable federal, state and local statutes, rules, codes and regulations,
including but not limited to, the Fair Credit Reporting Act ("FCRA") and its state
equivalents, the Driver's Privacy Protection Act 18 U.S.C. §2721 et seq.,
("DPPA") and its state equivalents, the Gramm-Leach-Bliley Act ("GLB") and its
state equivalents, and including any changes, supplements or amendments to such
statutes, rules, codes and regulations as well as any case law interpreting such
statutes, rules, codes and regulations (collectively referred to herein as "The
Laws").
c. Customer accepts the responsibility of understanding and for staying current with
all applicable employment-related laws, specific state forms, certificates of use or
other documents or agreements including any changes, supplements or
amendments thereto imposed by the states (collectively referred to as "Specific
State Forms") applicable to Services. Customer hereby certifies that it has filed
all applicable Specific State Forms required by individual states and that
Customer agrees that if it receives Services from a State requiring a Specific State
Form, it will execute a copy of the appropriate Specific State Form and provide a
copy to IntelliCorp.
d. Customer certifies that it shall use the Services: (a) solely for the Customer's
certified use(s), and (b) solely for Customer's exclusive one-time use. Customer
shall not request, obtain or use Services for any other purpose including, but not
limited to, for the purpose of selling, leasing, renting, or otherwise providing
information obtained under this Agreement to any other party, whether alone, or
in conjunction with Customer's own data, or otherwise in any service which is
derived from the consumer reports.
e. The Services shall be requested by, and disclosed by Customer only to
Customer's designated and authorized employees having a need to know and only
to the extent necessary to enable Customer to use the Services in accordance with
this Agreement. Customer shall ensure that such designated and authorized
employees shall not attempt to obtain any Services on themselves, associates, or
any other person except in the exercise of their official duties.
f. The Customer shall use Services only for a one-time use and shall hold the report
in strict confidence, and not disclose it to any third parties; provided, however,
that may disclose the Report to the subject of the report or as required by law.
6. Customer Obligations When Consumer Reports Are Obtained For Employment
Purposes. In ordering a Consumer Report for employment purposes, Customer certifies
to the following:
a. Customer is an authorized business permitted to request and receive a Consumer
Report under the FCRA and has a need for such information in connection with
the evaluation of individuals for employment, promotion, reassignment or
retention as an employee ("Consumer Report for Employment Purposes").
i. Customer shall request a Consumer Report for Employment Purposes
pursuant to procedures prescribed by IntelliCorp from time to time only
when it is considering the individual inquired upon for employment,
promotion, reassignment or retention as an employee, and for no other
purpose.
ii. Customer certifies that it will not request a Consumer Report for
Employment Purposes unless : (a) clear and conspicuous written
disclosure is first made to the consumer before the report is obtained, in a
document that consists solely of the disclosure, that a consumer report
may be obtained for employment purposes; (b) the consumer has
authorized in writing the procurement of the report; and (c) information
from the Consumer Report for Employment Purposes will not be used in
violation of any applicable federal or state equal employment opportunity
law or regulation.
b. Customer certifies that before taking adverse action in whole or in part based on
the Consumer Report for Employment Purposes, it will provide the consumer
with: (a) a copy of the Consumer Report for Employment Purposes; and (b) a
copy of the consumer rights, in the format approved by the Federal Trade
Commission.
7. Fee. Customer agrees to pay IntelliCorp all fees invoiced for the Services within thirty
(30) days of receipt of the invoice. Such fees may include, but not be limited to, a non-
refundable activation fee, a monthly service charge, court fees and a transactional search
fee for each search, query or inquiry of the Services. Customer is responsible for and
shall pay all fees associated with the use of the Services. Fees are nonrefundable unless
otherwise indicated in writing. IntelliCorp reserves the right to amend the fees due on
prior notice to Customer. Except for taxes based on Intellicorp's income, Customer shall
be responsible for payment to IntelliCorp of all federal, state and local sales, excise, use
or similar taxes in connection with Customer's licensing or use of the Services hereunder.
Licensee shall pay IntelliCorp interest on all charges not paid within thirty (30) days at
the rate of one percent (1%) per month or the maximum interest permitted by law,
whichever is less.
a. If Customer makes Payment by credit card and the Customer authorizes IntelliCorp to
charge all Fees directly to the credit card provided, as they are incurred or become due
pursuant to the attached form.
b. For accounts that are invoiced, Customer authorizes IntelliCorp to charge all past due
accounts said account.
c. IntelliCorp may suspend, disrupt or terminate Customer's access to the Services, its
account and any ID issued to Customer if payments to IntelliCorp for the services
provided become past due.
8. No Warranty. Customer warrants to the data suppliers and IntelliCorp that Customer
proceeds at its own risk in choosing to rely upon the services in whole or in part.
Customer agrees that the data suppliers assume no responsibility for the accuracy of the
information, errors that occur in the conversion of data or for Customer's use of the
information. Neither the third-party data suppliers, nor any third-party data suppliers to
them (for purposes of indemnification, warranties and limitations on liability the third-
party data suppliers and their data suppliers are hereby collectively referred to as third-
party data providers), shall be liable to Customer for any loss or injury arising out of or
caused in whole or in part by third-party data suppliers' acts or omissions, whether
negligent or otherwise, in procuring, compiling, collecting, interpreting, reporting,
communicating, or delivering the Services.
ALL SERVICES AND PRODUCTS ARE PROVIDED "AS IS" WITHOUT
WARRANTY OF ANY KIND, INCLUDING ANY WARRANTIES OR
REPRESENTATIONS OF ACCURACY, TIMELINESS, CURRENTNESS OR
COMPLETENESS. NEITHER INTELLICORP OR ITS THIRD PARTY
SUPPLIERS OR PROVIDERS MAKE REPRESENTATIONS, COVENANTS OR
WARRANTIES, EITHER EXPRESS OR IMPLIED, OF ANY KIND, WITH
RESPECT TO THE SERVICES, INFORMATION IN THE SERVICES
DELIVERED OR THE MEDIA OR MEDIUM ON OR THROUGH WHICH THE
SERVICES ARE DELIVERED, INCLUDING, BUT NOT LIMITED TO,
WARRANTIES OF CONDITION, QUALITY, DURABILITY, SUITABILITY,
MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE OR IN
RESPECT OF ANY WARRANTY ARISING BY STATUTE OR OTHERWISE IN
LAW OR FROM A COURSE OF DEALING OR USAGE OF TRADE ARISING
OUT OF OR CAUSED IN WHOLE OR IN PART BY INTELLICORP'S ACTS OR
OMISSIONS WHETHER NEGLIGENT OR OTHERWISE IN PROCURING,
COMPILING, COLLECTING, INTERPRETING, REPORTING,
COMMUNICATING OR DELIVERING THE SERVICES OR INFORMATION
THEREIN. NEITHER INTELLICORP NOR ITS THIRD PARTY
SUPPLIERS/PROVIDERS SHALL HAVE ANY LIABILITY FOR
CONCLUSIONS CUSTOMER MAY REACH FROM USE OF THE SERVICES.
9. Limitation Of Liability. Neither IntelliCorp or its third party suppliers/providers shall
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 available or not included therein, (b) the
unavailability or interruption of the Services, (c) use of the Services (regardless of
whether Customer received any assistance from IntelliCorp or any supplier/provider in
using the Services), (d) Customer's use of any equipment in connection with the
Services, (e) the content of the provided through the Services, (f) any delay or failure in
performance beyond the reasonable control of a IntelliCorp or any provider/supplier, (g)
use of the content provided by the Services, or Authorized Printouts by an authorized
individual, user or organization, authorized user or other third parties.
a. As referred to in this agreement Supplier/Provider means (a) the provider of the
Services (IntelliCorp Records, Inc.), 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 Services, their affiliates and any
owner, officer, director, employee, subcontractor, agent, successor or assignee of any
third party supplier of Services or any of their affiliates.
b. THE AGGREGATE LIABILITY OF THE SUPPLIER/PROVIDER IN
CONNECTION WITH ANY OTHER CLAIM ARISING OUT OF OR RELATING
TO THE SERVICES 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. THE SUPPLIER/PROVIDER SHALL
NOT BE LIABLE FOR ANY LOSS OR DAMAGE OF ANY KIND, INCLUDING
WITHOUT LIMITATION, SPECIAL, INDIRECT, INCIDENTAL OR
CONSEQUENTIAL DAMAGES, (INCLUDING, WITHOUT LIMITATION,
ATTORNEYS' FEES) WITH RESPECT TO THE SERVICES DELIVERED OR
THE MEDIUM OF DISTRIBUTION, REGARDLESS OF WHETHER SUCH
LIABILITY IS BASED IN TORT, CONTRACT OR OTHERWISE OR IN ANY
WAY DUE TO OR RESULTING FROM OR ARISING IN CONNECTION WITH
THE SERVICES.
c. Customer shall be responsible for injuries, loss and damage caused by Customer and
Customer's employees arising by reason of or in connection with their violation of this
agreement or use, disclosure, sale or transfer of the Services or any information
obtained from the Services.
10. Records, Audit and Credentialing Customer must maintain all records related to its
order, purchase and use of the Services for a period of five (5) years from the date the
Services are requested. The information retained and reports pursuant to this Section
shall include, but not be limited to: the request date, requested individual, requestor, and
permissible purpose for the request, a signed release/authorization from individual about
whom the request is made each time a request is made for employment purposes, and any
other information sufficient to verify that the ordering and use of the Service complies
with the terms of this Agreement (collectively the 'Reports'). The Reports shall be made
immediately available to IntelliCorp for review and copying upon request or to any
government authority upon request.
a. Customer shall keep accurate records and accounts in accordance with standard
business and accounting practices. From time to time, not to exceed two (2) times per
year, during regular business hours and upon at least ten (10) days prior written notice,
IntelliCorp shall have the right to audit, at its expense, the books and records of
Customer to confirm compliance with the terms of this Agreement . Customer will
provide full reasonable cooperation, and assure full reasonable cooperation by its
employees in connection with such audits. Customer will provide IntelliCorp access
to such properties, records and personnel as IntelliCorp may reasonable require for
such purpose.
b. Customer understands and acknowledges that various laws require IntelliCorp to
safeguard information which insurers, customers and other third parties entrust into
Intellicorp's care. IntelliCorp maintains strict privacy and security polices to ensure
that access to and use of said information is limited to authorized users and permitted
purposes.
1. In accordance with these policies, IntelliCorp is required to verify that entities
receiving its Services are, in fact, approved and authorized to receive the specific
the product, content or service in question. Therefore, IntelliCorp requires and
Customer agrees to (i) fully cooperate with IntelliCorp in connection with any
pre-service review of Customer prior to permitting Customer to access or obtain
information from IntelliCorp under this Agreement; and (ii) fully cooperate with
Intellicorp's continued monitoring of Customer including the recertification of
Customer's credentials and usage patterns on a periodic basis to assure continued
compliance with this Agreement and Intellicorp's privacy and security policies.
2. Pre-service review may include but not be limited to a verification of Customer's
type of business; confirmation that the stated permissible purpose for obtaining
products is compatible with the type of business conducted by Customer;
conducting a physical inspection of Customer's premises to assure that it is a
legitimate business facility, including the confirmation that advertisements and
posted signs are compatible with Customer's purported business and purposes;
verifying the financial status of Customer; and verifying Customer's business
references, business phone and address records and web pages through the use of
recognized third parties
11. Property. Nothing contained herein shall be construed as conferring upon Customer or
any user any license or right under any patent, copyright or trademark of IntelliCorp or
any third party. Customer acquires no proprietary interests in the Services or copies
thereof. All right, title and interest (including all copyrights and other intellectual
property rights) in the Services (in both print and machine-readable forms) belong to
IntelliCorp its suppliers or providers. Except as specifically provided herein, you may
not use the Services 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
Services.
12. Notices. Except as otherwise provided herein, all notices and other communications
hereunder may be in writing or displayed electronically in the Services by IntelliCorp or
its suppliers. All notices hereunder shall be in writing and shall be deemed to have
properly been given when delivered in person to the party, or when deposited in the
United States mail, postage prepaid and properly addressed to the party notified at the
addresses set forth below, unless written notice of change of address shall have been
received prior thereto.
13. Assignment. Customer may not assign its rights or delegate its duties under this
agreement without the prior written consent of IntelliCorp.
14. Relationship of the Parties. The Parties will perform their obligations hereunder as
independent contractors. Nothing contained in this Agreement will be deemed to create
any association, partnership, joint venture, or relationship of principal and agent. The
Parties will perform their obligations hereunder in a professional and business like
manner.
15. Amendments. This Agreement shall be binding upon and inure to the benefit of the
parties hereto and their respective successors and permitted assigns. The provisions of
this Agreement shall constitute the entire agreement between the parties and supersedes
any and all previous and contemporaneous written and oral agreements and
communications relating to the subject matter hereto between the parties. This
Agreement may be modified only by written agreement, signed by the parties.
16. Waiver. The failure of IntelliCorp or any third party supplier of Services 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. Any waiver of a party of a breach of this Agreement
shall not operate as or be construed to be a waiver of any other provision of this
Agreement. The failure of a party to insist upon adherence to any term of this Agreement
on one or more occasions shall not be considered a waiver and shall not deprive that party
of the right thereafter to insist upon strict adherence to that term or any other term of this
Agreement. Any waiver of a provision of this Agreement must be in writing fully
executed by both of the parties hereto.
17. No Breach or Violation. Each party warrants that the execution, delivery and
performance of this Agreement and the consummation of the transactions contemplated
hereby will not result, directly or indirectly, in a breach of: (a) any term, condition or
provision of or constitute a default under its certificate of incorporation or by laws of
such party, or any contract other agreement or instrument to which the party is a party or
by which the party is bound or affected, or (b) any law, statute or regulation or any
injunction, order, award, judgment, decree of any government agency or authority or
court to which the Party or its assets are subject. Each party warrants that it has the
financial capacity to perform and continue to perform its obligations under this
Agreement. No legal proceedings have been threatened or brought against a party that
could threaten performance of this Agreement and entering into this Agreement is not
prohibited by any contract, applicable law, governmental regulation, or order by any
court of competent jurisdiction.
18. Other Agreements. Each party warrants that it is not bound by any agreement or
instrument with a third party that, individually or in the aggregate, impairs or adversely
affects in any material way, or to the best of its knowledge, creates a conflict of interest
that interferes or could reasonably be expected or be anticipated to interfere with its
ability to perform its obligations under this Agreement.
19. Non Appropriation. The continuation of this Agreement after the close of any fiscal
year of the City, which fiscal year ends on September 30 annually, is subject to
appropriations and budget approval covering this Agreement as an expenditure in said
budget; however, it's within the sole discretion of the City Council of the City to
determine whether to fund this Agreement. The City does not represent that this budget
item will be adopted, as said determination is within the City Council's sole discretion
when adopting each budget.
20. Disclosure of Interests. IntelliCorp is a wholly-owned subsidiary of Verisk
Analytics, Inc., a publically traded company.
This Agreement is not valid against either party unless and until executed by the appropriate
officer or authorized representative.
IN WITNESS WHEREOF, the parties have executed this Agreement by their duly authorized
representatives effective as of the day and year first above written.
Customer: City Corpus (ft IntelliCorp Records, Inc.
Signed: /�� ii�i •,� Signed: ,i=��- cC
Name: Wes Piers. Name: Todd Carpenter
Title: Assistant City Manager Title: President
Date: of.i Date: 2/Z U/
/?/AG2/
APPROVED AS TO LEGAL FORM:
7 Z- Z6/s.
Buck Brice
Assistant City Attorney
For City Attorney