TERMS OF USE

EXIGER TECHNOLOGY

1. INTRODUCTION

1. This Website provides the User with access to DDIQ and/or Insight 3PM, which are proprietary technologies owned by Exiger. Users of this Website are subject to the following terms and conditions (the “Terms of Use”). The terms “we ,” “our,” “us,” and “Exiger” refer to Exiger. The term “Parties” refers to both Exiger and the Client which have executed a licensing agreement providing a subscription to Exiger’s DDIQ and/or Insight 3PM; “Party” means either one of them. Except where otherwise indicated, “you,” “ your,” and “User” means the user authorized by the respective Client to access the website. “Site Content" refers broadly to all information a User may review or obtain on this website, including “Exiger Content” (i.e., all Exiger content presented on the website), “Exiger Reports” (i.e., compilations of data produced automatically as a function of use of technology on this website), and “Third Party Data” (i.e., data and information drawn from a third-party database).

2. By accessing or using the Website, you are acknowledging that you have read, understand, and agree without limitation or qualification to be bound by these Terms of Use and our Privacy Notice [https://www.exiger.com/privacy-and-legal-center/#terms-conditions], which are incorporated into this Agreement. If you do not agree with these Terms of Use, your sole recourse is to cease use of the Website immediately.

3. Use of this Website does not, nor shall be deemed or construed to, assign, transfer or convey to or vest in User any title, rights or interest in or to any intellectual property. As a user of this Website you are granted a nonexclusive, nontransferable, revocable, limited license to access and use this Website and Content in accordance with these Terms of Use and the terms of the licensing agreement between Exiger and Client. Exiger may terminate this license at any time for any reason.

2. CONFIDENTIAL INFORMATION

1. As used herein, “Confidential Information” means all confidential information disclosed by the disclosing party to the receiving party, whether orally, in writing, or in electronic form that is either designated as confidential or that should reasonably be understood to be confidential given the nature of the information and the circumstances of disclosure. “Exiger’s Confidential Information” shall be deemed to include the Terms and Conditions of this Agreement and any content contained on this Website, including the Exiger Reports and all other technical and product information and documentation, trade secrets, and the whole of the ideas, concepts, processes, procedures, and know-how contained therein.

2. Except as otherwise permitted in writing by Exiger, (a) the User shall use the same degree of care that it uses to protect the confidentiality of Client’s confidential information of like kind (but in no event less than reasonable care), (b) the User shall not disclose or use any Exiger Confidential Information for any purpose outside the scope of this Agreement, and (b) the User shall limit access to Confidential Information of Exiger to those of Client’s employees, contractors, and agents who need such access for purposes consistent with the licensing agreement between Exiger and Client, and who have signed confidentiality agreements with the Client containing protections no less stringent than those herein.

3. INTELLECTUAL PROPERTY RIGHTS

1. Exiger (either itself and/or through its third-party hosts) controls and operates this Website. All content on this Website, including but not limited to: text, images, illustrations, graphics, logos, digital downloads, data, software, headers, icons, scripts, audio clips, and video clips, is the property of Exiger or of the relevant Third Parties, and is protected by copyrights, trademarks, service marks, and/or other intellectual property rights, which are governed by and subject to United States and international copyright laws and treaty provisions, privacy and publicity laws, and communication regulations and statutes. The content is owned and controlled by Exiger, its Affiliates, or the Third Parties that have licensed or otherwise made available their content or the right to market their products and/or services to Exiger.

2. Violation of intellectual property laws (“Infringement”) may result in significant civil liability or criminal penalties under United States and/or international laws, such as copyright and trademark laws. You recognize that any reproduction or use of content, copyrights, trademarks, service marks, or other intellectual property on this Website, except as authorized by this Agreement, is considered intentional Infringement.

4. USER ACCOUNT

1. As a User, Exiger has provided you with a unique username and password. You alone are responsible for keeping that password and username confidential, and for any and all activity that occurs on the Website under such password or username. You agree to immediately notify Exiger of any unauthorized use of your password or username or any other breach of security. Each username and password is for use only by the authorized user.

2. You agree not to allow any third party to use your username or password. You acknowledge and agree that you will be fully responsible for all liabilities incurred through use (whether lawful or unlawful) of your username and/or password.

3. Exiger subscription pricing models are based on each User using a reasonable volume of Services as a tool to facilitate that User’s performance of individual risk assessments. Unreasonably high volumes of use by any User, as determined by Exiger in its sole discretion, may result at Exiger’s election, in service suspension, contract termination or an increase in the Client’s subscription price.

5. CODE OF CONDUCT

Without limiting the foregoing and in connection with your use of the Services, you agree to the following:

1. You agree to use the Website and any Exiger Content therein only for legal purposes, and in compliance with all applicable international, federal, state and local laws and regulations.

2. You agree that your use of the Website to conduct due diligence on individuals and entities will be in compliance with the applicable data protection/data privacy laws. For example, you agree to have all necessary legal bases for the searches you perform, including consent from the target subject, if required.

3. You agree that your use of the Website will be in compliance with the terms of the Fair Credit Reporting Act (“FCRA”) and implementing regulations. For example, you agree not access or use the Website for the purpose of (or as a factor in) (1) establishing an individual’s eligibility for personal credit or insurance or assessing risks associate with existing consumer credit obligations, (2) evaluating an individual for employment, promotion, reassignment or retention, or (3) any other personal business transaction with an individual.

4. You agree to use the Website and any Exiger content only for the Client’s internal use consistent with the licensing agreement between Exiger and Client.

5. You agree you will not attempt to gain unauthorized access to the Website, other computer systems or networks connected to the Website, through password mining or any other means;

6. You agree you will not interfere with or disrupt networks or servers connected to the Website or violate the regulations, policies or procedures of such networks;

7. You agree you will not use, download or otherwise copy, or provide to any person or entity any user or usage information;

8. You agree you will not use or permit the use of Exiger Content or data accessed via the Website to prepare a database or a comparison to other databases that are sold, rented, published, or furnished in any manner to a third party;

9. You agree you will not copy, retransmit, modify, disseminate, sell, exploit, display, perform, reuse, re-post, broadcast, circulate, or otherwise distribute any part of the Website, or content accessed via the Website, for any purpose other than for which the Website is provided to you;

10. You agree you will not attempt to reverse engineer or jeopardize the correct functioning of the Website, or otherwise attempt to derive the source code of the software (including the tools, methods, processes, and infrastructure) that enables or underlies the Website;

11. You agree you will not access or attempt to access Exiger's information technology systems, environments, networks, files, data or accounts to which express authorization has not been obtained (including access to data not intended for you), or log into a server or account that you are not authorized to access;

12. You agree you will not upload or transmit any form of virus, worm, Trojan horse, or other malicious code;

13. You agree you will not interfere in any way with the proper functioning of the Website, or interfere with or disrupt any servers or networks connected to the Website, or disobey any requirements, procedures, policies or regulations of networks connected to the Website;

14. You agree you will not use any robot, spider, other automatic device, or manual process to extract, “screen scrape,” “monitor,” “mine,” or copy any static or dynamic web page on the Website, or any content contained therein for commercial use without our prior express written permission;

15. You agree you will not mirror or frame the Website or any content therein, place pop-up windows over its pages, or otherwise affect the display of its pages;

16. You agree you will not use any trade name, trademark, or brand name of ours in metatags, keywords and/or hidden text;

17. You agree you will not create derivative works or commercially exploit any part of the content presented on the Website;

18. You agree you will not use any portion of the Website, or content contained therein, in any manner that may give a false or misleading impression, attribution or statement as to us, the owner or any other third party;

19. You agree not to alter, remove or obscure any copyright notice, digital watermarks, proprietary legends or any other notice included in the Website; or

20. You agree you will not otherwise access or use the Website beyond the scope of the authorization granted under these Terms of Use.

6. COLLECTION OF DATA

1. You understand and acknowledge that Exiger monitors the use of this Website. Exiger records the information, data, and any usage statistics on users of this Website. Exiger uses this information solely for its own internal use purposes, including but not limited to optimizing the delivery of this service to its users. Exiger will maintain this information with industry-standard security systems and procedures and will never sell this information or use it for any commercial use other than to improve the services and products that Exiger provides.

7. WARRANTY DISCLAIMER

1. THIS WEBSITE AND ANY CONTENT SUPPLIED OR MADE AVAILABLE BY EXIGER IS PROVIDED “AS IS” AND “AS AVAILABLE” WITHOUT ANY EXPRESS OR IMPLIED WARRANTIES OR CONDITIONS OF ANY KIND OR NATURE. EXIGER EXPRESSLY DISCLAIMS ALL WARRANTIES, EXPRESS, IMPLIED OR STATUTORY, INCLUDING, THE WARRANTIES OR CONDITIONS OF FITNESS FOR A PARTICULAR PURPOSE.

2. WITHOUT LIMITING THE FOREGOING, THE CONTENT THAT YOU ACCESS ON THIS WEB SITE IS PROVIDED SOLELY FOR YOUR CONVENIENCE AND INFORMATION. EXIGER DOES NOT MAKE ANY REPRESENTATION, WARRANTY OR COVENANT CONCERNING THE ACCURACY OR COMPLETENESS OF ANY CONTENT OR THAT ANY CONTENT IS ERROR FREE OR THAT ANY CONTENT WILL MEET CLIENT’S REQUIREMENTS. CLIENT ACCEPTS FULL RESPONSIBILITY AND RISK FOR ANY USE OF ANY SUPPLIED DATA AND ANY DECISIONS MADE BY CLIENT OR ANY OTHER PERSON IN RELIANCE THEREON.

3. NEITHER EXIGER, ITS AFFILIATED OR RELATED ENTITIES, NOR THE THIRD PARTIES, NOR ANY PERSON INVOLVED IN THE CREATION, PRODUCTION, HOSTING AND/OR DISTRIBUTION OF THIS WEBSITE, WARRANT THAT THE FUNCTIONS, FEATURES OR SERVICES CONTAINED IN THIS WEBSITE WILL BE UNINTERRUPTED OR ERROR-FREE, THAT DEFECTS WILL BE CORRECTED, OR THAT THE SERVER THAT MAKES THE CONTENT AVAILABLE WILL BE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS.

4. YOUR USE OF THIS WEBSITE AND ANY WEBSITE CONTENT OR REPORT IS AT YOUR OWN RISK. YOU ASSUME THE ENTIRE COST OF ALL NECESSARY SERVICING (INCLUDING, WITHOUT LIMITATION, YOUR INTERNET CONNECTION) AND REPAIR OR CORRECTION OF YOUR COMPUTER, NETWORK, AND/OR SYSTEM.

8. LIMITATION OF LIABILITY

1. IN NO EVENT SHALL EXIGER, ITS AFFILIATED OR RELATED ENTITIES OR THIRD PARTIES, NOR ANY OF ITS OR THEIR RESPECTIVE OFFICERS, DIRECTORS, EMPLOYEES OR AGENTS, OR ANY PERSON OR ENTITY INVOLVED IN THE CREATION, PRODUCTION, DISTRIBUTION AND HOSTING OF THIS WEBSITE, BE LIABLE FOR ANY DIRECT, ACTUAL, INDIRECT, CONSEQUENTIAL, INCIDENTAL, SPECIAL, PUNITIVE OR EXEMPLARY DAMAGES, OF ANY KIND, WHETHER ARISING UNDER CONTRACT, WARRANTY, OR TORT (INCLUDING NEGLIGENCE) OR ANY OTHER THEORY OF LIABILITY, REGARDLESS OF WHETHER EXIGER (OR ITS AFFILIATED OR RELATED ENTITIES OR PROVIDERS) KNEW OR SHOULD HAVE KNOWN OF THE POSSIBILITY OF SUCH DAMAGES, INCLUDING, WITHOUT LIMITATION, FROM THE USE OR ATTEMPTED USE OF THIS WEBSITE OR ANY OTHER LINKED WEBSITE.

2. TO THE EXTENT ALLOWABLE BY LAW, EXIGER’S AGGREGATE LIABILITY TO YOU ARISING OUT OF OR RELATED TO THESE TERMS WILL NOT EXCEED THE AMOUNT ACTUALLY PAID BY YOU TO EXIGER UNDER THESE TERMS IN THE TWELVE (12) MONTHS IMMEDIATELY PRECEDING THE CLAIM.

9. INDEMNITY

You agree to indemnify and hold harmless Exiger, its Affiliates, members, their respective Representatives, sponsors and licensors (the “Indemnified Parties”), and upon Exiger’s request, defend the Indemnified Parties, from and against any and all losses, expenses, damages, claims, fines, penalties, costs, and liabilities, including reasonable legal and accounting fees imposed on or incurred by any of the Indemnified Parties, resulting from your (or anyone acting under your password or username) use of this Website, its Content, any Source Content or Report, or any alleged or actual violation by you of these Terms of Use, including:

1. any claims by any Governmental Authority or other person that relate to an alleged violation of the FCRA or any Privacy Laws;

2. any third party claim in respect of access by Exiger to the use of Client Data in accordance with and in the performance of this Agreement;

3. any third party claim in respect of Client or its Representative’s use of Third Party Data; or

4. any third party claim in respect of Client or its Representative’s breach of the Acceptable Use Policy.

10. THIRD PARTY DATA SOURCES

Prior to receiving access to the Third Party Data Sources, where applicable, Client must either execute and deliver an agreement with each Third Party Data Source and/or the authorized Users expressly agree to any conditions, restrictions, or limitations imposed by each applicable Third Party Data Source. Below are terms and conditions of Third Party Data Sources that may be applicable to your use of this Website. These websites and terms of use are not owned or controlled by Exiger, and are subject to change by the Third Party at any time.

1. Bing Search https://www.microsoft.com/en-us/servicesagreement/

2. CGI/NUANS https://www.ic.gc.ca/eic/site/icgc.nsf/eng/h_07033.html

3. Creditsafe https://www.creditsafe.com/gb/en/legal/terms-and-conditions.html

4. Dun & Bradstreet/Hoovers https://www.dnb.com/utility-pages/terms-of-use.html

5. FullContact https://www.fullcontact.com/privacy/terms-of-use/

6. Google Search https://policies.google.com/terms?hl=en-US

7. Google Maps https://cloud.google.com/maps-platform/terms

8. Info4c https://www.info4c.net/legal-information/terms-of-service/

9. Lexis https://www.lexisnexis.com/terms/

10. Moneyhouse https://www.moneyhouse.ch/en/terms

11. OpenCorporates https://opencorporates.com/legal/licence

12. T2A https://t2a.io/terms

13. TLO/TransUnion/TLOpx https://www.transunion.com/legal/terms-of-use

14. Webhose.io https://webhose.io/tos

15. World Compliance https://risk.lexisnexis.com/terms/worldcompliance

16. Xignite https://www.xignite.com/terms-of-use

17. Zoom https://zoom.us/terms

 

11. MISCELLANEOUS

1. Changes and termination: Exiger reserves the right at any time and from time to time to modify or discontinue, temporarily or permanently, the Website (or any part thereof) with or without notice. Further, Exiger reserves the right to modify, alter or otherwise update these Terms of Use, or to change or delete any features of this Website, at any time, at its sole discretion, and to notify you by posting an updated version of the Terms of Use on this Website. If you do not agree with any of the modified, altered, or updated terms, then you should discontinue use of this Website. Continued use of the Website after any such changes shall constitute your consent to be bound by such changes, with continued provision of the use of the Website constituting consideration from Exiger to you for so being bound.

2. Severability: If any provision of the Terms of Use shall be unlawful, void, or for any reason unenforceable, then such provision shall be severable from these Terms of Use and shall not affect the validity and enforceability of any remaining provisions.

3. Waiver: Exiger’s failure to act with respect to a breach by you or others does not waive Exiger's right to act with respect to subsequent or similar breaches.

4. Notice: Notices to you may be made via e-mail or regular mail, or in cases of changes to these Terms of Use or to the services offered by the Website, by posting notices or links to such notices on the Website itself. The communications between you and us use electronic means, whether you visit the Website or send us e-mails, or whether we post notices on the Website or communicate with you via e-mail. You hereby (a) consent to receive communications from us in an electronic form; and (b) agree that all terms and conditions, agreements, notices, disclosures, and other communications that we provide to you electronically satisfy any legal requirement that such communications would satisfy if it were in writing. The foregoing does not affect your statutory rights.

5. Exclusion of Legislation: These Terms of Use shall not be governed by the United Nations Convention on Contracts for the International Sale of Goods, which is expressly excluded and you also expressly agree to exclude the applicability of the Uniform Computer Information Transactions Act.

6. Applicable Laws: These Terms of Use shall be governed by and construed in accordance with the laws of the State of New York, and any dispute is to be submitted to a court of competent jurisdiction in New York County.

7. Data Privacy Laws: For data privacy laws, Client is a controller and provides instructions to Exiger to execute as a processor. Client is responsible for having a legal basis for the instructions provided to us. Client shall be responsible for following all international privacy laws and regulations, informing Exiger to stop processing if any processing is not in compliance with international privacy laws and regulations, and remediating any infringement of international privacy laws and regulations. This specifically includes the processing of EEA personal data and/or UK personal data. Client is liable for all processing of data not in compliance with international privacy laws and regulations. You represent that you are an authorized agent for Client who is able to bind Client to these terms and we rely on your representation to grant you access on that basis.

8. Reservation of Rights: EXIGER RESERVES ANY RIGHTS NOT EXPRESSLY GRANTED OR STATED IN THESE TERMS.

If you have any questions or comments regarding these Terms of Use, please contact us at info@exiger.com

Last updated February 11, 2022