TERMS AND CONDITIONS

Last Updated November 9th, 2023

Please read these Terms and Conditions ("Terms", "Terms and Conditions") carefully before using the skopenow.com website (the "Service") operated by Skopenow, Inc. ("us", "we", or "our"). Your access to and use of the Service is conditioned upon your acceptance of and compliance with these Terms. These Terms apply to all visitors, users and others who wish to access or use the Service.

By accessing or using the Service you agree to be bound by these Terms. If you disagree with any part of the terms then you do not have permission to access the Service.

Nature of Agreement. By accepting services from, and/or accessing the website of Skopenow, Inc., you have entered into an Agreement whose terms and conditions are set forth herein. These are the terms and conditions under which Skopenow has agreed to provide to Customer (as used herein, “Customer” means any person, or entity on behalf of which a person, who accepts services from, and/or accesses the website of, Skopenow, Inc.), and Customer has agreed to purchase from Skopenow, certain services. Those services include an automated people search tool that scours hundreds of public internet sites and exports person of interest’s online digital record onto a .pdf ready document or instant gallery feed in minutes, and are either (i) described in more detail in one or more attachments to this Agreement, each of which is referred to as a “Services Attachment” or (ii) defined by choices made in the course of registering, selecting and submitting payment for Services on the website maintained by Skopenow for such purpose. Customer also agrees to pay the setup fee and monthly minimums, if an account requiring same is described or defined, for the contracted services. Any materials, data or other content made available to Customer in connection with the Skopenow Services are referred to in this Agreement as the “Licensed Content.” Certain portions of the Licensed Content may originate with third-party contractors of Skopenow. Such persons are referred to herein as the “Third-Party Licensors.” Skopenow will be obligated to provide its services (the “Skopenow Services”) once Skopenow and Customer have agreed in writing to this Agreement and one or more Services Attachments, or consent to same is indicated or submitted by Customer accepting the terms of this Agreement during the on-line application process. In the event of any conflict between this Agreement and a Services Attachment, the terms of this Agreement will apply.
Duty of Care. Skopenow shall use its commercial best efforts to provide the Skopenow Services in a professional and workmanlike manner consistent with industry standards and applicable laws and regulations. However, because the provision of the Skopenow Services involves the use by Skopenow of third-party content providers and licensors, as well as of the internet and third-party technology providers, Skopenow cannot be responsible for problems arising from such sources. Additionally, the factual information included in the Licensed Content is derived from third-party records, and while Skopenow will use commercially reasonable efforts in the sourcing of such information, it cannot and does not guarantee the accuracy or completeness of such information. The Licensed Content constitutes the “Confidential Information” (as defined below) of Skopenow and its Third-Party Licensors, and is therefore subject to the confidentiality provision of this Agreement. Customer may only use the Licensed Content, including the Screening Reports, for its own internal business purposes, and may not resell, disseminate, recompile, or otherwise use the Licensed Content for any purpose not permitted herein.
Compliance with Applicable Laws; Security of Passwords.
1. Skopenow agrees that it will comply with all laws and regulations applicable to its provision of the Skopenow Services;
2. Customer agrees and certifies that whenever the Skopenow Services are being purchased for employment purposes and will be used for the purpose of evaluating the subject (“Subject”) for employment, promotion, reassignment, or retention as an employee (“Employment Purposes”), Customer, in ordering and using Skopenow Services for employment purposes, understands its obligations under:
  1. The federal laws, to the extent applicable, including but not limited to, Fair Credit Reporting Act (“FCRA”), the Americans With Disabilities Act (“ADA”), and the Drivers Privacy Protection Act (“DPPA);
  2. applicable state laws including but not limited to any legal requirements for the applicable specific state forms, certificates or documents; and
  3. the amendments to such statutory rules, codes and regulations as well as any case law interpreting such statutes, rules, codes and regulations ((i), (ii), and (iii) collectively referenced herein as “The Laws”). Customer will comply with all such obligations, and will be responsible for its own regulatory compliance and staying current with all The Laws. Customer has a copy of and understands the Federal Trade Commission’s “Notice to Users of Consumer Reports: Obligations of Users Under the FCRA” and Chapter Nine of Technical Assistance Manual (I) for the ADA.
    
    Customer shall not hold Skopenow responsible for any information or opinions regarding the Laws. Skopenow disclaims any information it may give to Customer regarding the Laws, and Customer shall use the information at its own risk. Information provided by Skopenow does not replace or waive Customer’s compliance obligations under The Laws or this Agreement. Customer acknowledges and agrees that it should obtain such legal or compliance information or any other advice regarding The Laws from its own counsel. Customer hereby certifies and with each order of Skopenow Services continues to certify that it has filed all applicable state forms required by The Laws and complies with The Laws, and will use the Skopenow Services in compliance with The Laws and this Agreement.
    
    Prior to ordering Skopenow Services for Employment Purposes:
    1. Customer verifies that it has given a clear and conspicuous disclosure to the Subject, in a document that consists solely of the disclosure, that Customer is obtaining a Skopenow Report on the Subject for employment purposes; and that the Subject has authorized Customer in writing to obtain the Skopenow Report for such purposes.
    2. Customer verifies that it has given a clear and conspicuous disclosure to the Subject, in a document that consists solely of the disclosure, that Customer is obtaining a Skopenow Report on the Subject for employment purposes; and that the Subject has authorized Customer in writing to obtain the Skopenow Report for such purposes.
    3. Customer will not use any Skopenow Report in violation of any federal or state equal opportunity law or regulation; order any worker’s compensation information on a Subject unless Customer has made a conditional offer of employment to the Subject; or use such information in violation of the FCRA, ADA, DPPA or any applicable state law, or any of The Laws. In addition,together with each order of a Skopenow Report for employment purposes, Customer will recertify as to the matters set forth above and provide such rectification to Skopenow and Subject. Customer will retain the Subject authorizations described above for at least two (2) years, and will make available copies or originals of any or all such authorizations as may be requested from time to time by Skopenow. Prior to destroying any such authorization, Customer will notify Skopenow and provide Skopenow a reasonable opportunity to obtain the authorization at Skopenow’s expense.
    4. If the repository information in the Skopenow Report for Employment Purposes contains matters of public record that are likely to have adverse effect upon the Subject’s ability to obtain employment, Skopenow reserves the right to notify the Subject that public record information is being reported to Customer and to provide Customer’s name and address to the Subject.
    5. If Skopenow Services include motor vehicle information (“MVRs”), Customer shall be responsible for understanding and for staying current with all 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”) from which it will order MVRs. Customer certifies that it has filed all applicable Specific State Forms required by individual states.
    6. Customer will verify the identities of the subjects of all Skopenow Services, obtain the permission of each Subject when required under applicable federal and state laws in the form required under such laws, and provide all notices and disclosures required under such laws: refer Subjects to Skopenow for all inquiries regarding Skopenow Services; and permit Skopenow to audit Customer’s procedures related to this Agreement. Customer has received a copy of Skopenow’s current Access Security Requirements, and agrees to comply with such requirements, as they may be modified by Skopenow from time-to-time; to give all employees a copy prior to providing them authority to order or other access to Skopenow Services; and to provide such employees with updates when available.
3. Customer may be issued certain passwords in connection with the Skopenow Services and shall be responsible for maintaining their confidentiality and security, and for all activities conducted under Customer’s account, including all fees associated therewith.
Certain Definitions. For the purposes of this Agreement, “Customer-Supplied Information” shall mean any factual information about a “Subject” which Customer or Subject provides or agrees to provide to Skopenow; a “Subject” is a person that is identifiable by a unique first name, middle name, last name, date of birth and Social Security number and such other unique details (if any) as may be set forth in an applicable Service Attachment; “Reviewer” shall mean the individual or individuals designated by Customer or Subject from time to time to receive “Screening Reports” from Skopenow; “Screening Reports” are those notifications or reports provided by Skopenow to Customer that detail the results of a search; “Rules” are the criteria upon which Customer and Skopenow have agreed and which determine when the details of a record meet an agreed-upon threshold and should be disclosed to Customer; “Skopenow Technology” are the methodology, web interfaces and database platforms used by Skopenow to deliver the products and services that it sells.
Security of Computer Systems and Networks. Customer agrees to use the software, networks and hardware provided by Skopenow only in accordance with the terms of this Agreement, and not to access other systems which may be accessible via the Skopenow Services. Customer additionally agrees to prohibit its employees and agents from interfering with or disrupting the use of any such systems or the Skopenow Services
Purchases. If you wish to purchase any product or service made available through the Service ("Purchase"), you may be asked to supply certain information relevant to your Purchase including, without limitation, your credit card number, the expiration date of your credit card, your billing address, and your shipping information.You represent and warrant that: (i) you have the legal right to use any credit card(s) or other payment method(s) in connection with any Purchase; and that (ii) the information you supply to us is true, correct and complete. The service may employ the use of third party services for the purpose of facilitating payment and the completion of Purchases. By submitting your information, you grant us the right to provide the information to these third parties subject to our Privacy Policy. We reserve the right to refuse or cancel your order at any time for reasons including but not limited to: product or service availability, errors in the description or price of the product or service, error in your order or other reasons. We reserve the right to refuse or cancel your order if fraud or an unauthorized or illegal transaction is suspected.
Accounts. When you create an account with us, you guarantee that you are above the age of 18, and that the information you provide us is accurate, complete, and current at all times. Inaccurate, incomplete, or obsolete information may result in the immediate termination of your account on the Service. You are responsible for maintaining the confidentiality of your account and password, including but not limited to the restriction of access to your computer and/or account. You agree to accept responsibility for any and all activities or actions that occur under your account and/or password, whether your password is with our Service or a third-party service. You must notify us immediately upon becoming aware of any breach of security or unauthorized use of your account. You may not use as a username the name of another person or entity or that is not lawfully available for use, a name or trademark that is subject to any rights of another person or entity other than you, without appropriate authorization. You may not use as a username any name that is offensive, vulgar or obscene. We reserve the right to refuse service, terminate accounts, remove or edit content, or cancel orders in our sole discretion. We may terminate or suspend your account and bar access to the Service immediately, without prior notice or liability, under our sole discretion, for any reason whatsoever and without limitation, including but not limited to a breach of the Terms. If you wish to terminate your account, you may simply discontinue using the Service. All provisions of the Terms which by their nature should survive termination shall survive termination, including, without limitation, ownership provisions, warranty disclaimers, indemnity and limitations of liability.
Effect of Expiration or Termination. On the effective date of any expiration or termination of this Agreement, neither party will have any continuing obligations to the other except as expressly set forth herein, and: (a) Skopenow will no longer make the Skopenow Services available unless otherwise agreed by the parties in writing; (b) Skopenow will deliver any Screening Reports to which the Customer was entitled as of the date of expiration or termination in accordance with original delivery terms; (c) Customer shall pay Skopenow all amounts theretofore accrued in accordance with the original payment terms; and (d) each party will return (or certify in writing that it has destroyed) all Confidential Information of the other within thirty (30) days, retaining only such copies thereof as are required to comply with applicable legal or accounting record-keeping requirements.
Confidential Information. Each of the parties hereby acknowledges that in the course of performing its obligations hereunder, the other party may disclose to it certain information and know-how of a technical, financial, operational or other sort, which the disclosing party has identified as such or which a reasonable person would believe to be the same, that is non-public and otherwise confidential or proprietary to the disclosing party (“Confidential Information”). Each party acknowledges that any Confidential Information disclosed to it is of considerable commercial value and that the disclosing party would likely be economically or otherwise disadvantaged or harmed by the direct or indirect disclosure thereof, except as specifically authorized by the disclosing party. Each party therefore agrees to keep in strict confidence and trust all such Confidential Information that may from time to time be disclosed to it, and agrees not to disclose such information to any third party for any purpose other than those permitted herein without the prior written consent of the other. Each party agrees that because of the extraordinary nature of such information, the disclosing party may not have an adequate remedy at law in the event of the non-disclosing party’s breach or threatened breach of its non-disclosure obligations, and that the disclosing party may suffer irreparable injury and as a result of any such breach. Accordingly, in the event either party breaches or threatens to breach the obligations of confidentiality set forth in this paragraph, in addition to and not in lieu of any legal or other remedies, the non-breaching party may pursue hereunder or under applicable law, each party hereby shall have the right to seek equitable relief (including the issuance of a temporary restraining order, preliminary injunction or permanent injunction) from a court of competent jurisdiction prohibiting any such breach or threatened breach, in addition to all costs associated with seeking and obtaining such equitable relief, including attorney's fees. The provisions of this paragraph shall not apply to any information identified as confidential if and to the extent it was
1. independently developed by the receiving party as evidenced by documentation in such party’s possession,
2. lawfully received by it free of restrictions from another source having the right to furnish the same,
3. generally known or available to the public without breach of this Agreement or a Services Attachment by the receiving party or
4. known to the receiving party free of restriction at the time of such disclosure as evidence by documentation in such party’s possession.
License Restrictions.

Customer shall not (and shall not permit any third party to) directly or indirectly:
1. sublicense, sell, resell, transfer, assign, distribute, share, lease, rent, make any external commercial use of, outsource, use on a timeshare or service bureau basis, or use in an application service provider or managed service provider environment, or otherwise generate income from the Skopenow Services;
2. copy the Skopenow Services onto any public or distributed network;
3. decompile, reverse engineer or disassemble any portion of the Skopenow Services, or otherwise attempt to discover any source code, object code or underlying structure, ideas, knowhow or algorithms or other operational mechanisms of the Skopenow Services, in each case, unless permitted by mandatory statutory law;
4. modify, adapt, translate or create derivative works based on all or any part of the Skopenow Services (except to the extent expressly permitted by Skopenow or authorized within the Skopenow Services);
5. modify any proprietary rights notices that appear in the Skopenow Services or components thereof; use any Skopenow Services in violation of any applicable laws and regulations (including any export laws, restrictions, national security controls and regulations) or outside of the license scope set forth in the Skopenow Services Agreement and/or Terms of Services found at: https://www.skopenow.com/terms-and-conditions.
6. use the Skopenow Services to
  1. store, download or transmit malicious code or malware; or
  2. engage in phishing, spamming, denial-of-service attacks or other fraudulent or criminal activity;
  3. interfere with or disrupt the integrity or performance of third party systems, or the services or data contained therein;
  4. attempt to gain unauthorized access to the Skopenow Services or Skopenow’s systems or networks; or
  5. perform, or engage any third party to perform authenticated or unauthenticated penetration testing, vulnerability assessments or other security assessments.
Force Majeure. Neither party shall be liable for any delays or failures to perform any of its obligations hereunder to the extent that such delays or failures are due to circumstances beyond its reasonable control, including acts of God, strikes, riots, acts of war, or governmental regulations imposed after the date of this Agreement.
Notices. All notices, requests or communications required hereunder shall be in writing and shall be deemed to have been duly given (i) upon delivery, if delivered personally against written receipt, (ii) three (3) days after posting by certified air mail, postage prepaid, return receipt requested, (iii) upon confirmed receipt, if delivered by telecopier or (iv) the next day, if delivered by a recognized overnight commercial courier, such as Federal Express or UPS, addressed in each instance to the parties at the addresses first set forth above (or at such other addresses as shall be given by either of the parties to the other in accordance with this paragraph).
Disclaimer of Warranties. Your use of the Service is at your sole risk. The Service is provided on an "AS IS" and "AS AVAILABLE" basis. The Service is provided without warranties of any kind, whether express or implied, including, but not limited to, implied warranties of merchantability, fitness for a particular purpose, non-infringement or course of performance. Except for the express warranties stated in this Agreement, neither Skopenow nor any Third Party Licensor makes, and each hereby disclaims, any and all other express, implied and/or statutory warranties with respect to the Skopenow Services and/or Licensed Content, including, but not limited to, warranties of title, merchantability, fitness for a particular purpose. Skopenow, Inc. its subsidiaries, affiliates, and its licensors do not warrant that a) the Service will function uninterrupted, secure or available at any particular time or location; b) any errors or defects will be corrected; c) the Service is free of viruses or other harmful components; or d) the results of using the Service will meet your requirements. Some jurisdictions do not allow the exclusion of certain warranties or the exclusion or limitation of liability for consequential or incidental damages, so the limitations above may not apply to you.
Limitations of Liability. Except for a breach of Section 9 (“Confidentiality”) or the indemnification obligations arising under Section 17 (“Indemnification”), in no event will either party be liable to the other party or any third party for any special, incidental, punitive, indirect or consequential damages, including, but not limited to, lost revenue or lost profits, even if advised of the possibility of such damages, whether arising under a theory of contract, tort (including negligence), strict liability or otherwise.
Basis of the Bargain; Failure of Essential Purpose. The parties acknowledge that Skopenow has set its prices and entered into this Agreement in reliance upon the limitations of liability and the disclaimers of warranties and damages set forth herein, and that the same form an essential basis of the bargain between the parties. The parties agree that the limitations and exclusions of liability and disclaimers specified in this Agreement will survive and apply even if found to have failed of their essential purpose.
Availability, Errors and Inaccuracies. We are constantly updating product and service offerings on the Service. We may experience delays in updating information on the Service and in our advertising on other web sites. The information found on the Service may contain errors or inaccuracies and may not be complete or current. Products or services may be mispriced, described inaccurately, or unavailable on the Service and we cannot guarantee the accuracy or completeness of any information found on the Service. We therefore reserve the right to change or update information and to correct errors, inaccuracies, or omissions at any time without prior notice.
Links To Other Web Sites. Our Service may contain links to third party web sites or services that are not owned or controlled by Skopenow, Inc.. Skopenow, Inc. has no control over, and assumes no responsibility for the content, privacy policies, or practices of any third party web sites or services. We do not warrant the offerings of any of these entities/individuals or their websites. You acknowledge and agree that Skopenow, Inc. shall not be responsible or liable, directly or indirectly, for any damage or loss caused or alleged to be caused by or in connection with use of or reliance on any such content, goods or services available on or through any such third party web sites or services. We strongly advise you to read the terms and conditions and privacy policies of any third party web sites or services that you visit.
Indemnification.
1. Except as otherwise limited by the other provisions of this Agreement, the Customer agrees to indemnify, defend and hold harmless Skopenow and any employee, representative, agent, director, officer or permitted assign of Skopenow (each an “Indemnified Party”) from and against any and all claims, actions, suits, proceedings, liabilities, obligations, losses, and damages, amounts paid in settlement, interest, costs and expenses (including reasonable attorneys’ fees, court costs and other out-of-pocket expenses incurred in investigating, preparing or defending the foregoing) (collectively, “Losses”) arising out of a third party claim, as follows:
  1. In the case of a claim against Skopenow alleging that:
    1. Customer or Customer’s Client violated or failed to comply with any provision of this Agreement or applicable law in its use or handling of Licensed Content provided by Skopenow;
    2. Customer or Customer’s Client violated or failed to comply with applicable policies, procedures or law in the collection and use of Customer-Supplied Information;
    3. Customer or Customer’s Client infringed a copyright or trademark or misappropriated a trade secret by using the Skopenow Services or Licensed Content in an unauthorized manner;
2. Notwithstanding anything in this Agreement to the contrary, at Skopenow's expense as provided herein, Skopenow agrees to defend, indemnify, and hold harmless Customer and its directors, officers, agents, employees, members, subsidiaries and successors in interest from and against any claim, action, proceeding, liability, loss, damage, cost, or expense, including, without limitation, attorneys' fees, experts' fees and court costs, arising out of: (a) any claim by a third party that Customer's authorized use of the Skopenow Services infringes a third party's patent, copyright, trademark, trade secret or other intellectual property rights; (b) any breach of confidentiality; (c) Skopenow’s negligence, breach of this Agreement or breach of any applicable law in connection with its performance under this Agreement; (d) any breach of data security or theft or loss of data; or (e) any bodily injury, death of any person or damage to real or tangible personal property caused by the negligent or more culpable acts or omissions of Indemnifying Party or its personnel (including any reckless or willful misconduct) (collectively, “Claim(s)”), including the payment of all amounts that a court or arbitrator finally awards or that Skopenow agrees to in settlement of any Claim(s) as well as any and all reasonable expenses or charges as they are incurred by Customer or any other party indemnified under this Section in cooperating in the defense of any Claim(s).
  1. Both parties hereto shall cooperate in the defense or prosecution of any such third party claim and shall furnish such records, information and testimony, and attend such conferences, discovery proceedings, hearings, trials and appeals, as may be reasonably requested in connection therewith.
  2. The indemnified party shall promptly notify the indemnifying party in writing of the assertion and basis of any claim, or the commencement and basis of any action, suit or proceeding by any third party in respect of which indemnity may be sought hereunder and will give the indemnifying party such information with respect thereto as the indemnifying party may reasonably request, but failure to give such notice shall not relieve the indemnifying party of any liability hereunder (unless the indemnifying party has suffered material prejudice by such failure).
  3. The indemnified party shall not consent to, or enter into, any compromise or settlement which settlement does not provide for a complete release of the indemnifying party, or consent to the entry of any judgment arising from any such claim without the indemnifying party’s prior written consent, not to be unreasonably withheld.
Assignment. We may assign this Agreement in whole as part of a corporate reorganization, consolidation, merger, or sale of substantially all of its assets. This Agreement will bind and inure to the benefit of each party’s successors and permitted assigns.
Export Controls. Customer will not export, re-export, transfer, or otherwise make available, whether directly or indirectly, any regulated item or information to anyone outside the U.S. in connection with this Agreement without first complying with all U.S. export control laws and regulations and those of any other country within whose jurisdiction Customer operates or does business.
Additional terms for Insurance Industry and Private Investigator Uses.
1. Any person or entity who obtains information from Skopenow, Inc. (“End User”) accepts that the any and all information obtained from Skopenow, Inc. (“Data”) is provided "as-is", with no warranties of any kind, whether express, implied in fact or by operation of law, or statutory, including without limitation, those as to quality, non-infringement, accuracy, completeness, timeliness, or correctness, and those warranties that might be implied from a course of performance or dealing or trade usage and warranties of merchantability and fitness for a particular purpose.
2. End User understands and agrees that the Data contains sensitive information that is governed by various state and federal laws, including the Gramm-Leach-Bliley Act (15 U.S.C. § 6801-6809) (“GLBA”) and The Driver’s Privacy Protection Act (18 U.S.C. § 2721-2725) (“DPPA”), all of which the End User certifies to comply. End User agrees that it will certify its permissible use of the Data.
3. If End User receives Data subject to GLBA, End User hereby certifies that the specific purpose(s) for which such Data will be requested, obtained and used by End User is one or more of the following uses as described in, and as may be interpreted from time to time, by competent legislative, regulatory or judicial authority, and as being encompassed by Section (6802)(e) of the GLBA and the United States Federal Trade Commission rules promulgated thereunder: As necessary to effect, administer, or enforce a transaction requested or authorized by the consumer;
  1. To protect against or prevent actual or potential fraud, unauthorized transactions, claims, or other liability;
  2. For required institutional risk control, or for resolving consumer disputes or inquiries;
  3. For use solely in conjunction with a legal or beneficial interest held by End User and relating to the consumer;
  4. For use solely in End User’s fiduciary or representative capacity on behalf of, and with the implied or express consent of, the consumer;
  5. To the extent specifically permitted or required under laws other than the GLBA, and in accordance with the Right to Financial Privacy Act of 1978, to law enforcement agencies, to self-regulatory organizations, or for an investigation on a matter related to public safety; or
  6. To comply with federal, state, or local laws, rules, and other applicable legal requirements.
4. If End User receives Data subject to DPPA, End User hereby certifies that it will request, obtain, and use such Data only for one of the following permitted uses under the DPPA:
  1. Use by any government agency, including any court or law enforcement agency, in carrying out its functions, or any private person or entity acting on behalf of a federal, state, or local agency in carrying out that agency’s functions.
  2. Use in the normal course of business by a legitimate business or its agents, employees, or contractors, but only to verify the accuracy of personal information submitted by the individual to the business or its agents, employees, or contractors; and, if such information as so submitted is not correct or is no longer correct, to obtain the correct information, but only for the purposes of preventing fraud by, pursuing legal remedies against, or recovering on a debt or security interest against, the individual.
  3. Use in connection with any civil, criminal, administrative, or arbitral proceeding, in any federal, state, or local court or agency, or before any self-regulatory body, including the service of process, investigation in anticipation of litigation, and the execution or enforcement of judgments and orders, or pursuant to an order of a federal, state, or local court.
  4. Use by any insurer or insurance support organization, or by a self-insured entity, or its agents, employees, or contractors, in connection with claims investigation activities, antifraud activities, rating, or underwriting.
  5. Use by an employer or its agent or insurer to obtain or verify information relating to a holder of a commercial driver’s license that is required under chapter 313 of title 49, U.S. Code.
  6. Use by any licensed private investigative agency or licensed security service for any purpose described above.
5. End User agrees not to use the Data, in whole or in part, for consumer credit purposes, consumer insurance underwriting, employment purposes, tenant screening purposes, or for any other purpose(s) covered by the Federal Fair Credit Reporting Act (15 U.S.C. Sec. 1681 et seq.) (“FCRA”) or similar state statute. End User agrees not to take any adverse action (as such term is used in the FCRA) based, in whole or in part, upon the information.
6. End User acknowledges that Skopenow, Inc. retains all right, title, and interest under applicable contractual, copyright and related laws in the Data. End User shall use the Data consistent with such right, title and interest, subject to the license and use restrictions contained in these terms and conditions, and shall notify Skopenow, Inc. of any threatened or actual infringement thereof.
7. Skopenow, Inc. grants End User a restricted personal, nonexclusive, non-transferable, non-sublicenseable, revocable license to obtain and use the Data solely for Permitted Uses as permitted by these terms and conditions and all applicable laws, rules, regulations and regulatory directives. The license granted hereby is conditioned upon the Data not being accessed, used and/or distributed for any FCRA Purposes or for any Prohibited Uses. End User shall obtain and use the Data for End User’s own internal business purposes consistent with these terms and conditions. The Data obtained by End User shall be used for End User’s exclusive one (1) time use in connection with the permissible use for which it was requested.
8. End User agrees to take appropriate measures so as to protect against the misuse and/or unauthorized access of the Data. Such misuse or unauthorized access shall include any unauthorized disclosure, release, viewing or other unauthorized access to the Data.
9. The Data may only be accessed from within the United States. End User will (i) limit access to Data to only those employees who have a need to access in connection with the duties and obligations under this Agreement; (ii) advise its employees having access to Data of the proprietary and confidential nature thereof and of the obligations set forth in these terms and conditions; (iii) track and monitor its access to Data; (iv) prevent any use not in conformance with these terms and conditions, and (v) maintain records sufficient to demonstrate compliance with its obligations under these terms and conditions.
10. End User agrees to maintain appropriate administrative, technical and physical safeguards for the Data. These safeguards shall (i) ensure the confidentiality of the Data; (ii) protect the Data against any anticipated threats or hazards to its security or integrity; and (iii) protect the Data against unauthorized access or use. In the event that End User learns or has reason to believe that the Data has been disclosed or accessed by an unauthorized party, End User shall immediately give notice of such event to Skopenow, Inc. and shall comply with all applicable laws
11. NEITHER SKOPENOW, INC. NOR ANY THIRD PARTY FROM WHOM SKOPENOW, INC. OBTAINS THE DATA SHALL BE LIABLE TO END USER OR TO ANY PERSON CLAIMING THROUGH END USER OR TO WHOM END USER MAY HAVE PROVIDED DATA FOR ANY LOSS OR INJURY ARISING OUT OF OR RELATED TO SKOPENOW, INC.’S OR THIRD PARTY’S ACTS OR OMISSIONS IN PROCURING, COMPILING, COLLECTING, INTERPRETING, REPORTING, COMMUNICATING, OR DELIVERING THE DATA. IN NO EVENT SHALL SKOPENOW, INC. NOR ANY THIRD PARTY FROM WHOM SKOPENOW, INC. OBTAINS THE DATA BE LIABLE FOR ANY CONSEQUENTIAL, INCIDENTAL, INDIRECT, SPECIAL, OR PUNITIVE DAMAGES INCURRED BY THE OTHER PARTY AND ARISING OUT OF THE PERFORMANCE OF THIS AGREEMENT, INCLUDING BUT NOT LIMITED TO LOSS OF GOOD WILL AND LOST PROFITS OR REVENUE, WHETHER OR NOT SUCH LOSS OR DAMAGE IS BASED IN CONTRACT, WARRANTY, TORT, NEGLIGENCE, STRICT LIABILITY, INDEMNITY, OR OTHERWISE, EVEN IF A PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. THESE LIMITATIONS SHALL APPLY NOTWITHSTANDING ANY FAILURE OF ESSENTIAL PURPOSE OF ANY LIMITED REMEDY. IF, NOTWITHSTANDING THE FOREGOING, LIABLITY CAN BE IMPOSED ON SKOPENOW, INC. AND/OR ANY THIRD PARTY FROM WHOM SKOPENOW, INC. OBTAINS THE DATA, SKOPENOW, INC. AND ANY SUCH THIRD PARTY’S ENTIRE AGGREGATE LIABLITY SHALL BE LIMITED TO DIRECT DAMAGES NOT EXCEEDING THE AMOUNT OF FEES PAID BY END USER DURING THE SIX (6) MONTH PERIOD IMMEDIATELY PRECEEDING THE EVENT WHICH GAVE RISE TO THE LIABILITY.
Additional terms for Third Parties and End Users located in the European Union. In regards to any transaction in which information or data is sought by or concerning a party located, residing or other wise related to the European Union and subject to the General Data Protection Regulations (the “GDPR”), it is agreed between the End User and Skopenow Inc. that the End User is the “Controller” as that term is defined in the GDPR and Skopenow, Inc. is the “Processor” as that term is defined in the GDPR. It is further agreed by the End User that End User’s use of the Skopenow website is confirmation and acceptance that Skopenow, Inc., in relation to any information or data obtained by End User, has:
1. processed the personal data only on documented instructions from the controller, including with regard to transfers of personal data to a third country or an international organization;
2. ensured that persons authorized to process the personal data have committed themselves to confidentiality or are under an appropriate statutory obligation of confidentiality;
3. taken all measures required pursuant to Article 32 of the GDPR;
4. respected the conditions referred to in the GDPR for engaging another processor;
5. taking into account the nature of the processing, assisted the controller by appropriate technical and organizational measures, insofar as this is possible, for the fulfillment of the controller’s obligation to respond to requests for exercising the data subject’s rights laid down in Chapter III of the GDPR;
6. assisted the controller in ensuring compliance with the obligations of the GDPR taking into account the nature of processing and the information available to the processor;
7. has not retained any of the personal data obtained by or for the controller after the end of the provision of services relating to processing, and deleted any existing copies;
8. made available to the controller all information necessary to demonstrate compliance with the obligations laid down in the GDPR.
End User further warrants that it has and will comply with all obligations imposed on “Controllers” by the GDPR with respect to any use of services offered by Skopenow, Inc.
Additional terms for Third Parties and End Users located in California.
1. Use of Personal Information. Personal Information as referred to herein is used as that term is defined by the California Consumer Privacy Act (Cal. Civ. Code §1798.100 et seq.). Skopenow is acting solely as a Service Provider with respect to Personal Information. In no event will Skopenow or End User sell Personal Information received from or provided by End User or Skopenow. End User shall, upon Skopenow’s request, or as otherwise provided by law, promptly delete any such Personal Information from its records and direct any relevant agents, consultants, or contractors to delete such Personal Information from their records and provide certification of such deletion upon request. Such deletion shall be in accordance with CCPA and all regulations promulgated pursuant thereto
2. Personal Information Compliance. Skopenow and End User certify that they understand, agree to, and shall comply with the requirements in this Section prior to use of Skopenow Services by End User:
  1. Comply with all applicable laws and regulations in connection with its receipt, use, handling, processing, access and storage of Personal Information;
  2. Maintain a privacy program and related policies that address how personal Information is collected, used, shared, and otherwise Processed.
  3. Promptly refer to Skopenow any inquiries received by End User regarding Skopenow’s privacy practices.
3. Prohibited Use. End User and Skopenow shall not collect, retain, use, disclose, or otherwise Process Personal Information: 1) for any purpose (including a commercial purpose) other than for the specific purpose of performing the services, obligations, or actions that are specified in these Terms of Service; or 2) outside of the direct business relationship between Skopenow and End User.
4. The Parties acknowledge and agree that both parties have no knowledge or reason to believe that either party is unable to comply with the provisions of this Addendum.
Additional terms for Third Parties and Customers located in Canada.
1. Use of Personal Information. Personal Information as referred to herein is used as that term is defined by the Personal Information Protection and Electronic Documents Act ("the Act"). Skopenow is acting solely as a Service Provider with respect to Personal Information. In no event will Skopenow or Customer sell Personal Information received from or provided by Customer or Skopenow. Customer shall, upon Skopenow’s request, or as otherwise provided by law, promptly delete any such Personal Information from its records and direct any relevant agents, consultants, or contractors to delete such Personal Information from their records and provide certification of such deletion upon request. Such deletion shall be in accordance with CCPA and all regulations promulgated pursuant thereto
2. Skopenow and Customer acknowledge and confirm that they will comply with the following:
  1. Each is responsible for personal information under its control and will appoint someone to be accountable for its compliance with the Act.
  2. The purposes for which the personal information is being collected will be identified before or at the time of collection.
  3. The knowledge and consent of the individual are required for the collection, use, or disclosure of personal information, except where inappropriate.
  4. The collection of personal information will be limited to that which is needed for the purposes identified by the Customer and will be collected by fair and lawful means.
  5. Unless the individual consents otherwise or it is required by law, personal information will only be used or disclosed for the purposes for which it was collected, and will only be kept as long as required to serve those purposes.
  6. Personal information must be as accurate, complete, and up-to-date as possible in order to properly satisfy the purposes for which it is to be used.
  7. Personal information will be protected by appropriate security relative to the sensitivity of the information.
  8. Each will make detailed information about its policies and practices relating to the management of personal information publicly and readily available.
  9. Upon request, an individual will be informed of the existence, use, and disclosure of their personal information and be given access to that information, and the opportunity to challenge the accuracy and completeness of the information and have it amended as appropriate.
  10. An individual will be able to challenge an organization’s compliance with the above principles.
3. The Parties acknowledge and agree that both parties have no knowledge or reason to believe that either party is unable to comply with the provisions of the Act.
Dispute Resolution.
1. The parties agree that any dispute or claim arising out of this Agreement shall be finally settled by binding arbitration under the Streamlined Arbitration Rules of JAMS, as modified herein. The arbitration hearing shall take place in the Southern District of New York. A single arbitrator will be chosen according to JAM’s Streamlined Arbitration Rules within forty-five (45) days of submission of the matter to arbitration. If the parties cannot agree on one arbitrator, JAMS shall appoint the arbitrator. The arbitrator shall conduct the arbitration in accordance with the Florida Rules of Civil Procedure. No discovery of any kind shall be taken by either party without the written consent of the other party, provided, however, that either party may seek the arbitrator’s permission to take any deposition which is necessary to preserve the testimony of a witness who either is, or may become, outside the subpoena power of the arbitrator or otherwise unavailable to testify at the arbitration. The arbitrator shall have the power to grant any remedy or relief that the arbitrator deems just and equitable, except that the arbitrator shall not have the power to award punitive damages, treble damages, or any other damages which are not compensatory, even if permitted under the laws of the State of Florida or any other applicable law. To the extent possible, the arbitration hearings and award will be maintained in confidence. The fees and disbursements of the arbitrator shall be borne equally by the parties, with the prevailing party receiving as part of its award the expenses for counsel and other out-of-pocket costs, including those associated with mediation. The arbitration award may be enforced in any court having jurisdiction over the parties and the subject matter of the arbitration.
2. Prior to the appointment of the arbitra¬tor, and within twenty (20) days from the date of commencement of the arbitration, the parties shall submit the dispute to JAMS for mediation. The parties will cooperate with JAMS and with one another in selecting a mediator from JAMS panel of neutrals, and in promptly scheduling the mediation proceedings. The parties covenant that they will participate in the mediation in good faith, and that they will share equally in its costs. All offers, promises, conduct and statements, whe¬ther oral or written, made in the course of the mediation by any of the parties, their agents, employees, experts and attorneys, and by the mediator or any JAMS employees, are confidential, privileged and inadmissible for any purpose, including impeachment, in any arbitration or other proceeding involving the parties, provided that evidence that is otherwise admissible or discoverable shall not be rendered inadmissible or non-discoverable as a result of its use in the mediation. If the dispute is not resolved within 30 days from the date of the submission of the dispute to mediation (or such later date as the parties may mutually agree in writing), the administration of the arbitration shall proceed forthwith. The mediation may continue, if the parties so agree, after the appointment of the arbitrators. Unless otherwise agreed by the parties, the mediator shall be disqualified from serving as arbitrator in the case. The pendency of a mediation shall not preclude a party from seeking provisional remedies in aid of the arbitration from a court of appropriate jurisdiction, and the parties agree not to defend against any application for provisional relief on the ground that a mediation is pending
3. Notwithstanding the foregoing, either party may apply to any court having jurisdiction over the parties and the subject matter of the dispute for a temporary restraining order and/or preliminary injunction to enjoin the other party from misappropriating, or infringing, any intellectual property right of the moving party, or to enforce the termination or confidentiality provisions of this Agreement or any arbitration award, and the parties consent to the jurisdiction of the state and federal courts located in the Southern District of New York.
Miscellaneous.
1. Except as otherwise set forth specifically herein, the remedies provided by this Agreement are not intended to be exclusive. Each shall be cumulative and shall be in addition to all other remedies available to either party under law or equity.
2. This Agreement shall be construed in accordance with the laws of the State of Florida, without reference to the conflict of laws provisions thereof. Venue for any action seeking injunctive relief under this Agreement shall be in the Southern District of New York. Each of the parties hereby irrevocably submits to the jurisdiction of the United States District Court for the Southern District of New York in any action, suit or proceeding brought by either party under the Agreement.
3. This Agreement and its Service Attachments constitute the complete understanding and agreement of the parties with respect to the subject matter hereof, and supersede all prior communications and agreements with respect thereto. They may not be modified, amended or in any way altered, except in a writing signed by both parties. No agent of any party hereto is authorized to make any representation, promise or warranty inconsistent with the terms hereof. Captions used herein are for convenience of reference only, and shall not be used in the construction or interpretation hereof. This Agreement may be executed in counterparts, all of which together shall be deemed one and the same Agreement.
4. The parties to this Agreement are and shall remain independent contractors, and nothing herein shall be construed to create a partnership or joint venture between them, and neither shall have the power or authority to bind or obligate the other in any manner not expressly set forth herein.
5. 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. No term hereof shall be deemed waived and no breach excused unless such waiver or consent shall be in writing and signed by the party claimed to have waived or consented. Any consent by any party to, or waiver of, a breach by the other, whether express or implied, shall not constitute a consent to, waiver of, or excuse for any other different or subsequent breach. Except as otherwise expressly provided in this Agreement, there are no third party beneficiaries to this Agreement.
6. Customer agrees that Skopenow will not, unless agreed to by Customer in writing, refer to Customer as a customer.
Changes. We reserve the right, at our sole discretion, to modify or replace these Terms at any time. If a revision is material we will provide at least 30 days notice prior to any new terms taking effect. What constitutes a material change will be determined at our sole discretion. By continuing to access or use our Service after any revisions become effective, you agree to be bound by the revised terms. If you do not agree to the new terms, you are no longer authorized to use the Service.
Contact Us. If you have any questions about these Terms, please contact us at support@skopenow.com.