The Commissionaires and/or its agents Automation Web Site (the "Site") is an online information service provided by Commissionaires and/or its agents ("Commissionaires"), in order to conduct Pre-Employment Screening (“Service”), subject to your compliance with the terms and conditions set forth below ("Terms and Conditions").

PLEASE READ THIS DOCUMENT CAREFULLY BEFORE ACCESSING OR USING THE SITE. BY ACCESSING OR USING THE SITE, YOU AGREE TO BE BOUND BY THE TERMS AND CONDITIONS SET FORTH BELOW. IF YOU DO NOT WISH TO BE BOUND BY THESE TERMS AND CONDITIONS, YOU MAY NOT ACCESS OR USE THE SITE.

1. Privacy Policy.

You acknowledge that you have read the Privacy Policy located on our website as it may be updated from time to time (the "Privacy Policy"), and hereby consent to the collection, use, disclosure and retention by us of your personal information (whether previously collected or to be collected) for the purposes identified therein. You also consent to our use of such personal information in accordance with applicable terms and conditions contained in the Privacy Policy, which is incorporated herein by reference and forms an integral part of these Terms and Conditions.

2. Ownership and Intellectual Property Rights.

(a) The entire contents of the Site including, but not limited to, text, graphics, code, software or other information or material submitted to, subsisting on or accessible from the Site (collectively, the “Contents”) are protected by international copyright and trademark laws. The owner of the copyrights and trademarks are Commissionaires, its affiliates or other third-party licensors.

(b) Nothing in these Terms and Conditions grants you any rights in the Site other than as necessary to enable you to access the Site. You MAY NOT MODIFY, COPY, REPRODUCE, REPUBLISH, UPLOAD, POST, TRANSMIT, OR DISTRIBUTE, the Contents, IN ANY MANNER. You may print and download portions of material from the different areas of the Site solely for your own non-commercial use provided that you agree not to change or delete any copyright or proprietary notices from the Contents. You agree that you shall have no recourse against Commissionaires for any alleged or actual infringement or misappropriation of any proprietary right in your communications to Commissionaires

(c) TRADEMARKS: The Contents, publications, products, or services referenced herein or on the Site are the exclusive trademarks or service marks of Commissionaires. Other product and company names mentioned in the Site may be the trademarks of their respective owners.

3. Use of the Site

You understand that, except for information, products or services clearly identified as being supplied by Commissionaires, Commissionaires does not operate, control or endorse any information, products or services on the Internet in any way. Except for Commissionaires identified information, products or services, all information, products and services offered through the Site or on the Internet generally are offered by third parties, that are not affiliated with Commissionaires You also understand that Commissionaires cannot and does not guarantee or warrant that les available for downloading through the Site will be free of infection or viruses, worms, Trojan horses or other code that manifest contaminating or destructive properties. You are responsible for implementing sufficient procedures and checkpoints to satisfy your particular requirements for accuracy of data input and output, and for maintaining a means external to the Site for the reconstruction of any lost data.

4. Disclaimers and Limitation of Liability.

You Assume Total Responsibility And Risk For Your Use Of The Site And The Internet. Commissionaires Provides The Site And Related Information "As Is".

4.1. Disclaimer of Warranties and/or Representations: Commissionaires DOES NOT MAKE ANY EXPRESS OR IMPLIED WARRANTIES, REPRESENTATIONS OR ENDORSEMENTS WHATSOEVER (INCLUDING WITHOUT LIMITATION WARRANTIES OF TITLE OR NONINFRINGEMENT, OR THE IMPLIED WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE) WITH REGARD TO THE SITE, ANY MERCHANDISE INFORMATION OR SERVICE PROVIDED THROUGH THE SITE OR ON THE INTERNET GENERALLY, AND Commissionaires SHALL NOT BE LIABLE FOR ANY COST OR DAMAGE ARISING EITHER DIRECTLY OR INDIRECTLY FROM ANY SUCH TRANSACTION. IT IS SOLELY YOUR RESPONSIBILITY TO EVALUATE THE ACCURACY, COMPLETENESS AND USEFULNESS OF ALL OPINIONS, ADVICE, SERVICES, MERCHANDISE AND OTHER INFORMATION PROVIDED THROUGH THE SITE OR ON THE INTERNET GENERALLY. Commissionaires DOES NOT WARRANT THAT THE SERVICE AND/OR THE SITE WILL BE UNINTERRUPTED OR ERROR-FREE OR THAT DEFECTS IN THE SERVICE AND/OR THE SITE WILL BE CORRECTED

4.2. Limitation of Liability: IN NO EVENT WILL Commissionaires BE LIABLE FOR:

(I) ANY INCIDENTAL, CONSEQUENTIAL, PUNITIVE, SPECIAL, CONSEQUENTIAL, EXEMPLARY OR INDIRECT DAMAGES (INCLUDING, BUT NOT LIMITED TO, DAMAGES FOR LOSS OF PROFITS, LOSS OF REVENUE, LOSS OF SALARY, LOSS OF REPUTATION, BUSINESS INTERRUPTION, LOSS OF PROGRAMS OR INFORMATION, AND THE LIKE) ARISING OUT OF THE USE OF OR INABILITY TO USE THE SERVICE AND/OR THE SITE, OR ANY INFORMATION, OR TRANSACTIONS PROVIDED ON THE SITE, OR DOWNLOADED FROM THE SITE, OR ANY DELAY OF SUCH INFORMATION OR SERVICE. EVEN IF Commissionaires OR ITS AUTHORIZED REPRESENTATIVES HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES,

OR

(II) ANY CLAIM ATTRIBUTABLE TO ERRORS, OMISSIONS, OR OTHER INACCURACIES IN THE SERVICE AND/OR THE SITE OR ITS CONTENTS OR INFORMATION DOWNLOADED THROUGH THE SITE. Because Some Jurisdictions Do Not Allow The Exclusion Or Limitation of Liability for Consequential or Incidental Damages, The Above Limitation May Not Apply to You. In Such Jurisdictions, Commissionaires liability Is Limited to the Greatest Extent Permitted by Law.

4.3. Hyperlinks and Third-Party Sites: Commissionaires makes no representations whatsoever about any other web site which you may access through this one or which may link to this Site. When you access a non-Commissionaires web site, please understand that it is independent from Commissionaires, and that Commissionaires has no control over the content on that web site. In addition, a link to a Commissionaires web site does not mean that Commissionaires endorses or accepts any responsibility for the content, or the use, of such web site.

5. Indemnification.

You agree to indemnify, defend and hold harmless Commissionaires, its officers, directors, employees, agents, licensors, suppliers and any third party information providers to the Service and/or the Site from and against all losses, expenses, damages and costs, including reasonable attorneys' fees, resulting from any violation of this Agreement (including negligent or wrongful conduct) by you or any other person accessing the Service and/or the Site.

6. Third-Party Rights

The provisions of 3 (Use of the Site), 4 (Disclaimers and Limitation of Liability) and 5 (Indemnification) are for the benefit of Commissionaires, its officers, directors, employees, agents, licensors, suppliers, and any third party information providers to the Service and/or the Site. Each of these individuals or entities shall have the right to assert and enforce those provisions directly against you on its own behalf.

7. Term & Termination.

This Agreement may be terminated by either party without notice at any time for any reason. The provisions of 2 (Ownership and Intellectual Property Rights), 3 (Use of the Site), 4 (Disclaimers and Limitation of Liability), 5 (Indemnification), 6 (Third Party Rights) and 8 (Miscellaneous) shall survive any termination of this Agreement.

8. Miscellaneous.

(a) No changes to these terms are valid or have any effect unless agreed by Commissionaires in writing. Commissionaires reserve the right to vary these Terms and Conditions from time to time. Commissionaires’ new terms will be displayed on the Site and by continuing to use and access the Site following such changes, you agree to be bound by any variation made by Commissionaires IT IS YOUR RESPONSIBILITY TO CHECK THESE TERMS AND CONDITIONS FROM TIME TO TIME TO VERIFY SUCH VARIATIONS.

(b) These Terms and Conditions, as amended from time to time, including any and all policies referenced herein, including but not limited to the Privacy Policy, constitutes the entire agreement between Commissionaires and you with respect to the matters referred to in these Terms and Conditions and supersedes all prior and contemporaneous agreements and understandings, whether electronic, oral or written, between Commissionaires and you with respect to such matters.

(c) If any part of these Terms and Conditions is unenforceable (including any provision in which Commissionaires excludes or limits its liability to you) the enforceability of any other part of these Terms and Conditions will not be affected.

(d) Commissionaires’ failure to insist upon or enforce strict performance of any provision of this Agreement shall not be construed as a waiver of any provision or right. Neither the course of conduct between the parties nor trade practice shall act to modify any provision of this Agreement.

(e) Commissionaires may assign its rights and duties under this Agreement to any party at any time without notice to you.

(f) Commissionaires shall have no liability to you for any breach of these Terms and Conditions caused by any event or circumstance beyond our reasonable control including, without limitation, strikes, lock-outs and other industrial disputes, breakdown of systems or network access, flood, fire, explosion or accident.

(g) This Agreement shall be construed and enforced in accordance with the laws of the Province of Ontario and the laws of Canada applicable therein. You agree that any legal action or proceeding between Commissionaires and you for any purpose concerning this Agreement or the parties' obligations hereunder shall be brought exclusively in a federal or Ontario court of competent jurisdiction sitting in Canada.

(h) Any cause of action or claim you may have with respect to the Service and/or the Site must be commenced within one (1) year after the claim or cause of action arises or such claim or cause of action is barred.

(i) Any rights not expressly granted herein are reserved by Commissionaires

Agent shall ensure that no User receives any Services (as defined below) unless such User has entered into a signed agreement with Agent that includes the terms and conditions set out in this Exhibit B without modification:

1.0   DEFINITIONS

“Agent” shall mean Commissionaires

“ Services ” means the provision from time to time of consumer credit information, as defined in the applicable consumer reporting laws, whether in the form of a full or partial report (“ Credit Reports ”), and related services, from Trans Union of Canada, Inc. (“ TransUnion ”) through the Platform.

“User” shall mean Commissionaires Client and or authorized employee of commissionaires client

 

2.0   USER OBLIGATIONS

2.1 Permissible Purpose/Appointment of Agent. User warrants that it will request Services for User’s exclusive, internal and one-time use only and pursuant to the procedures prescribed by [TransUnion] [Agent] from time to time. User hereby appoints Agent as its agent for the purposes of requesting Services and otherwise facilitating User’s receipt of the Services. User also warrants that inquiries for Credit Reports will be made only for the permissible purposes (as set out in the applicable consumer reporting laws) that are checked below and for no other purpose ( check as appropriate ):

a)      For the purpose of the entering into or renewal of a tenancy agreement; or

b)      For employment purposes; or

User warrants that it will not use any Services for investigation purposes, including but not limited to pre-litigation investigative services, without the consumer’s written consent (in accordance with section 2.6 , below) or as specifically permitted by applicable law. User understands that User’s ability to request Credit Reports from TransUnion through the Agent is contingent on TransUnion membership requirements including compliance with legal or regulatory objectives in respect of Personal Information (as defined herein) or Credit Reports. In the event of a breach by User of the terms and conditions related to the permitted use of TransUnion Services, TransUnion shall have the right, without notice, to cause Agent to terminate the provision of Services to the User.

2.2 Record Retention . User will maintain copies of all consents (whether in written, tape-recorded or electronic formats) for a minimum of three (3) years from the date of the relevant inquiry and shall make copies of such consents available to Agent or TransUnion upon request. User shall ensure that all consents are in verifiable form.

2.3 Compliance and applicable laws. When requesting and/or using Services, User agrees to comply with all applicable Canadian, Provincial and local laws, including the various provincial consumer reporting acts or equivalent, the Personal Information Protection and Electronic Documents Act (Canada) or equivalent provincial privacy acts, and any applicable regulations, judicial orders and/or orders of an administrative tribunal, as are now or may in the future become effective throughout the term of these user terms (“ User Terms ”).

2.4 Restrictions on Services. Services shall only be requested by, and disclosed by User to, User's designated and authorized employees, agents or representatives (each a, “ Representative ”) on a need-to-know basis (provided such Representatives are bound by a confidentiality agreement at least as strict as the confidentiality provisions set forth herein) and only to the extent necessary to enable User to use the Services in accordance herewith. User shall ensure that such Representatives do not attempt to obtain Services as it relates to themselves, their associates, or any other person, except in the exercise of their official duties. Nothing herein is intended to allow User to receive Services for the purpose of selling or otherwise providing them, or the information contained or derived from Services, to the consumer who is the subject thereof, or to any third party. For further clarity, User is prohibited from selling Credit Reports directly to consumers hereunder. User may make disclosures to consumers only as clearly required by law. Where the User has made a legally permissible disclosure to a consumer, and such consumer has questioned information contained in such consumer’s Credit Report, User shall refer such consumer directly to TransUnion for further investigation.

2.5 Audits and Investigations. User shall cooperate with Agent and/or TransUnion with regards to any investigation launched as a result of a consumer complaint or any other investigation necessary to ensure compliance with these User Terms and applicable laws. User shall re-verify disputed information and inquiries upon request by Agent, on behalf of TransUnion, and confirm such disputed items to Agent and/or TransUnion within five (5) business days. User understands and agrees that a failure to do so may result in the disputed information being deleted by TransUnion as “unverifiable”. Furthermore, during the term of these User Terms and for period of three (3) years thereafter, Agent and/or TransUnion may audit User’s policies, procedures and records to ensure compliance with these User Terms, including compliance with applicable laws, upon reasonable notice and during normal business hours.

2.6 C onsent. User warrants that it will have obtained prior to requesting from TransUnion (through the Agent) any Personal Information (as defined below), including but not limited to Credit Reports, disclosed as part of the Services, the appropriate active and informed consent in accordance with applicable laws necessary for TransUnion to perform the Services. User warrants that it will use such Personal Information only as permitted by such consent.  As used herein , “ Personal Information ” means information about an identifiable consumer. User will permit Agent and/or TransUnion to review a copy of User’s consent form(s) and/or privacy policy, and will forward any revised consent form(s) and/or privacy policy for review by Agent and/or TransUnion within a reasonable period of time after their adoption. User agrees to make changes to such documents as Agent and/or TransUnion may request from time to time that are necessary, in the sole opinion of TransUnion, for TransUnion to lawfully provide the Services.

2.7 Third Party Information. Where User requests Services to be performed by TransUnion based on information obtained from a third party, User represents and warrants that it has obtained the agreement and/or consent of such third party for the intended use and that such use is consistent with applicable law.

2.8 Configuration. Many of the Services are configurable and the configuration, delivery specifications and/or decision criteria of the User shall be as agreed upon between Agent and TransUnion. User acknowledges and agrees that it is solely responsible to determine its compliance obligations, in particular without limitation, its compliance with the provincial consumer reporting legislation, privacy legislation or the Proceeds of Crime (Money Laundering and Terrorist Financing Regulations) or other applicable law or regulation and as a result, User is solely responsible to obtain its own legal advice and to determine the configuration required from the Agent such that it meets these compliance obligations.

2.9 Fraud and ID Management Services. In the event User obtains any Fraud and ID Management Services from TransUnion in conjunction with Credit Reports or as a stand-alone service, User shall re-verify all information that triggers a potential fraud message and/or a no match, and shall not deny or otherwise take any adverse action (as defined in the applicable consumer reporting laws) against any consumer based solely on TransUnion’s Services. TransUnion does not guarantee the accuracy, completeness or reliability of the Fraud and ID Management Services, and a fraud message, a match, or lack of a match, is not intended, in itself, to guarantee reliability. Accordingly, User agrees to use the Fraud and ID Management Services at its own risk.

2.10 TransUnion Scores. In the event the User obtains scoring products (“ TransUnion Scores ”), the following terms shall apply: The TransUnion Scores may be delivered with a Credit Report for convenience only but the TransUnion Score does not form part of the Credit Report and does not update, enhance, modify, supplement or change the information in the Credit Report on which it is based. User agrees that the TransUnion Scores are for User’s exclusive use. User may store TransUnion Scores solely for User's own use in furtherance of User's original purpose for obtaining the TransUnion Scores and for no other purpose. User recognizes that factors other than the TransUnion Score may be considered in making a decision about a consumer. Such other factors include, but are not limited to, the Credit Report, the individual account history, application information, and economic factors. TransUnion may provide score reason codes to User. The score reason codes are designed to indicate the principal factors that contributed to the TransUnion Score, and may be disclosed to consumers as the reasons for taking adverse action, as required by applicable consumer reporting law. The TransUnion Score itself is proprietary and may not be used as the reason for adverse action and accordingly, shall not be disclosed to a credit applicant, except as clearly required by law.

2.11 Governmental Permits . User represents and warrants that User has obtained all Governmental Permits required to be obtained and that are necessary to carry on its business in each province and that each Governmental Permit is valid, subsisting and in good standing.  User shall remain in good standing with all Governmental Authorities having jurisdiction or authority over or in respect of it  and to obtain and maintain in good standing throughout the term all Governmental Permits necessary in connection with the operation of its business, including those required to be obtained and/or maintained pursuant to applicable law.

For the purposes of these User Terms, ” Governmental Permit ”  means any license, right, permit, franchise, privilege, registration, direction, decree, consent, order, permission, approval or authority issued or provided, or to be issued or provided, by any Governmental Authority, including, where relevant to a User, directives issued by the any Canadian gaming control regulator. “ Governmental Authority ” means the government of Canada, or any political subdivision thereof, whether provincial, territorial, state, municipal or local, and any governmental, executive, legislative, judicial, administrative or regulatory agency, department, ministry, authority, instrumentality, commission, board, bureau or similar body, whether federal, provincial, territorial, state, municipal or local, in each case, having jurisdiction in the relevant circumstances.

3.0   CONFIDENTIAL INFORMATION

User agrees that User will receive information of a confidential and/or proprietary nature in connection with these User Terms, and such confidential and proprietary information will be held in strict confidence by the User and shall be disclosed only (i) upon demand to governmental regulatory agencies; or (ii) as required by law. User shall protect any such confidential or proprietary information with at least the same degree of care it uses to protect its own information of a similar nature (although not less than a reasonable degree of care) or as required under applicable laws. For greater certainty, User agrees that it shall keep all Credit Reports and their content confidential and not use any Credit Report except for the purposes set out in section 2.1 and consistent with the consent provided by the consumer under section 2.6 to whom a Credit Report relates.

4.0   SAFEGUARDING

User shall implement, and shall take measures to maintain, reasonable and appropriate administrative, technical, and physical security safeguards (“ Safeguards ”) designed to: (i) ensure the security and confidentiality of Personal Information, including Credit Reports, derived from the Services, accessible through the Platform, and/or otherwise received from TransUnion and/or Agent; (ii) protect against anticipated threats or hazards to the security or integrity of Personal Information; and, (iii) protect against unauthorized access or use of Personal Information. User shall implement and maintain reasonable security procedures and practices appropriate to the nature of the information and to protect the Personal Information from unauthorized access, destruction, use, modification, or disclosure including without limitation, ensuring any User intentional deletion, destruction and/or disposal of Personal Information (whether in paper, electronic, or any other form, and regardless of medium on which such Personal Information is stored) is performed in a manner so as to reasonably prevent its misappropriation or other unauthorized use including, but not limited to, cross-shredding printed information and pulverizing or incinerating tapes, disks and other such non-paper media. User acknowledges and agrees that the provision of Services may be dependent on User’s completion of a satisfactory security audit and questionnaire that demonstrates compliance with these terms.

User is responsible for: (i) any breaches to its Safeguards, including those emanating from its leased lines, modems or other communication devices; (ii) any failure by User to establish or maintain its Safeguards; (iii) any loss, theft or unauthorized access, disclosure, distribution, copying, modification, use or destruction of Personal Information; (iv) any unauthorized access to or use of any software, hardware or systems of Agent or TransUnion, including any authorized access or use of any account credentials or membercodes; (v) any unauthorized entry to the facilities where TransUnion Credit Reports or Services may have been accessible; (vi) any unauthorized release of or access to TransUnion Credit Reports or Services by an employee, agent, contractor or subcontractor of User resulting from a breach of its Safeguards or otherwise; or (vii) any unauthorized access to or use of the Platform (each, a “ Breach ”).

In the event of a Breach, User shall immediately (but in no event later than twenty-four (24) hours after the occurrence of the Breach) notify Agent or TransUnion by phone and in writing with the following information: (i) a description of the Breach (and, if known, the cause); (ii) the date on (or the period during which) the Breach occurred; (iii) details of the Personal Information impacted by the Breach; (iv) details of consumer impact, if known by User, including the number of impacted consumers; (v) a description of the steps taken to contain, mitigate and recover from the Breach; and (vi) any other information reasonably required by Agent or TransUnion in connection with such Breach. 

User shall fully cooperate with TransUnion and Agent in mitigating any damages due to any Breach. Such cooperation shall include, but not necessarily be limited to, allowing TransUnion and/or Agent to participate in the investigation of the cause and extent of such Breach. Such cooperation shall not relieve User of any liability it may have as a result of such Breach.

TransUnion or Agent reserve the right to suspend or terminate User’s access to all or part of the Services if User fails to comply with its obligations in this Section 4.0 (Safeguarding) or TransUnion or Agent reasonably suspect that User is experiencing or has experienced a Breach. In addition, TransUnion or Agent may require User to modify its account credentials, undergo a security assessment or agree to additional security controls in order to regain access to Services, in their sole discretion. Upon request by TransUnion or Agent, User shall provide a certificate signed by User’s forensic auditor or Chief Information Officer (or equivalent) to confirm that the Breach has been fully remediated and that there is no further risk to Personal Information.

User shall ensure that all of its employees, agents, contractor and subcontractors comply with the requirements set out in this Section 4.0 (Safeguarding) and other obligations of User in these User Terms.

 

5.0   SYSTEM AND ACCESS

User acknowledges that TransUnion is not responsible for the availability, performance, or security of Agent’s Platform, or for User’s inability to obtain access to the Services. User is responsible for all Breaches emanating from any of User’s password or code misuse or any Breaches using such User’s password or code. TransUnion shall have no liability in relation thereto and User acknowledges that TransUnion shall assume that the individual(s) logging into or accessing the Platform using the specific code(s) and password(s) assigned to User are in fact authorized to do so by User.

6.0   OWNERSHIP

User agrees that the Services provided hereunder are confidential and proprietary to TransUnion and except as explicitly set forth herein, and subject to the licenses granted to User hereunder, the entire right, title and interest in and to the Services and all copyrights, patents, trade secrets, trademarks, trade names, and all other intellectual property rights associated with any and all ideas, concepts, techniques, inventions, processes, or works of authorship including, but not limited to, all materials in written or other tangible form developed or created by TransUnion in its performance of the Services, shall at all times vest exclusively in TransUnion.

TransUnion reserves all rights not explicitly granted to User hereunder. User shall not attempt, directly or indirectly, to reverse engineer, decompile, or disassemble the Services or any confidential or proprietary criteria developed or used by TransUnion relating to the Services provided hereunder.

Subject to User’s compliance with all the terms and conditions herein, Agent grants to User, on behalf of TransUnion: (a) a worldwide, paid-up, non-transferable, revocable and non-exclusive license to all Services provided hereunder for use by User, within User’s internal business operations; and (b) a worldwide, paid-up, limited, revocable and non-exclusive license to use any and all TransUnion-owned intellectual property rights that are integrated into such Services to the extent necessary for User to exercise, unencumbered, its rights set forth herein. Such licenses shall not be deemed to include sublicensing rights or any rights to third party works including, but not limited to, any TransUnion subcontractor intellectual property rights, unless TransUnion explicitly otherwise grants such rights to User in writing.

7.0   Warranty

The User recognizes that the Services furnished to User through the Platform are based upon data obtained from sources considered to be reliable. However, due to the possibilities of errors inherent in the procurement and compilation of statistical data involving a large number of individuals, the accuracy, reliability or completeness of the information provided as part of the Services by TransUnion is not warranted and the Services are provided “AS IS” and User shall use the Services at its own risk. In addition, TransUnion makes no representations or warranties that the use of the Services or any particular configuration of such Services requested by User via Agent will enable User to meet its compliance obligations. OTHER THAN AS SET FORTH IN THIS SECTION 7.0 , TRANSUNION MAKES NO OTHER WARRANTIES AND HEREBY DISCLAIMS ALL OTHER WARRANTIES, REPRESENTATIONS, OR CONDITIONS, WHETHER STATUTORY, EXPRESSED OR IMPLIED, INCLUDING, WITHOUT LIMITATION, WARRANTIES OR CONDITIONS AS TO QUALITY OR FITNESS FOR A PARTICULAR PURPOSE OR THAT THE SERVICES WILL BE OF MERCHANTABLE QUALITY. FURTHERMORE, TRANSUNION’S SOLE LIABILITY, AND USER’S SOLE REMEDY, FOR BREACH OF THIS WARRANTY BY TRANSUNION SHALL BE THE CORRECTION OF ANY DEFECTIVE SERVICE (PROVIDED THAT, TRANSUNION RECEIVES A WRITTEN NOTICE WITH A REASONABLY DETAILED DESCRIPTION OF THE DEFECT WITHIN TEN (10) DAYS AFTER THE PERFORMANCE OF THE SERVICE) AND/OR THE REFUND OF FEES PAID FOR SAME AT TRANSUNION’S DISCRETION. USER ACKNOWLEDGES AND AGREES THAT THESE USER TERMS SHALL NOT GIVE RISE TO ANY THIRD PARTY RIGHTS AGAINST TRANSUNION’S DATA SUPPLIERS AND/OR LICENSORS AND THAT, TO THE MAXIMUM EXTENT PERMITTED BY LAW, ALL RIGHTS AND OBLIGATIONS UNDER THESE USERS AND ANY LIABILITY RESULTING THEREFROM ARE SOLELY BETWEEN THE PARTIES HERETO. 

8.0 INDEMNIFICATION

User shall indemnify and hold harmless TransUnion and its directors, officers, employees, representatives and agents from any and all claims, losses, liabilities or damages, including consequential damages, and costs (including reasonable attorney’s fees) arising directly or indirectly from, but not limited to: (i) the failure or alleged failure of User to perform any of its obligations described in these User Terms, and the failure by User to comply with any provision of the User Terms including but not limited to, any breach which results in the non-permissible use of the Services provided hereunder; (ii) the negligence or intentional wrongful conduct of User, and/or its directors, officers, employees, agents, contractor or subcontractors; (iii) the use or misuse of Services by the User; (iv) a violation by User of any applicable laws, including but not limited to the failure of User to obtain and/or maintain in good standing any relevant Governmental Permits; (v) any claims by individuals relating to the use, retention or disclosure of Personal Information, including, without limitation, Credit Reports or information included in the Services; (vi) any claims arising out of actions or omissions of User, or its employees, agents, subcontractors; or (vii) any breach of Section 3.0 (Confidential Information) or Section 4.0 (Safeguarding).

9.0 Limited Liability

IN NO EVENT SHALL TRANSUNION BE LIABLE FOR ANY CONSEQUENTIAL, INCIDENTAL, INDIRECT, SPECIAL, EXEMPLARY, OR PUNITIVE DAMAGES INCURRED BY USER ARISING OUT OF THE DELIVERY OF CREDIT REPORTS TO THE PLATFORM OR PROVISION OF SERVICES, INCLUDING BUT NOT LIMITED TO LOSS OF GOODWILL, LOSS OF DATA AND LOST PROFITS OR REVENUE, WHETHER OR NOT SUCH LOSS OR DAMAGE IS BASED IN CONTRACT, WARRANTY, TORT, NEGLIGENCE, STRICT LIABILITY OR OTHERWISE, EVEN IF TRANSUNION HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. FURTHERMORE, IN NO EVENT SHALL TRANSUNION’S TOTAL AGGREGATE LIABILITY TO USER, OR ANY THIRD PARTY ARISING IN RESPECT OF THE SERVICES UNDER THESE USER TERMS AND/OR IN RESPECT OF THE SERVICES EXCEED THE TOTAL AMOUNT OF FEES PAID BY THE USER FOR THE SERVICES DURING THE THREE (3) MONTH PERIOD IMMEDIATELY PRECEDING THE FIRST EVENT GIVING RISE TO A CLAIM FOR LIABILITY, WHETHER SUCH CLAIM IS BASED IN CONTRACT, TORT, WARRANTY, NEGLIGENCE, STRICT LIABILITY OR OTHERWISE. THESE LIMITATIONS SHALL SURVIVE AND APPLY NOTWITHSTANDING THE VALIDITY OF THE LIMITED REMEDIES PROVIDED HEREUNDER. IN NO EVENT WILL TRANSUNION BE LIABLE FOR ANY DISPUTE THAT ARISES BETWEEN USER AND AGENT.

 

10.0 THIRD PARTY BENEFICIARY

TransUnion is an intended third party beneficiary of these User Terms.