Welcome to Payscore!
These terms and conditions are a legal agreement (this "Agreement") between you, an individual applicant ("Applicant") or interested party ("IP" or "Authorized IP", defined below) (collectively, "You" or "Your"), and Payscore Inc, with offices at 140 Lakeside Ave, Suite A301, Seattle, Washington 98122 ("Payscore" or "we", "us" or "our"). This Agreement establishes terms and conditions under which You shall access and use the verification services and features available on Payscore web-based platform (the "Payscore Platform"). Payscore Platform enables interested parties like property managers, property management software companies, tenant screening companies or lenders (each, an "IP") to verify the income, identity, employment and related information ("Information") about rental property and loan Applicants who seek business arrangements with such IPs in addition to streamlining the income verification process for those Applicants (collectively, the "Services"). You agree that you will use these services for solely a permissible purpose under the law and no other and that you are legally authorized to do so. Payscore may have a separate contract with IPs to provide income verification Services for a fee after taking reasonable procedures to ensure that any IP has a permissible purpose to use the Services. The fees for these Services may be paid by either the Applicant or the IP. Payscore Platform is located at https://www.payscore.com, and any related sub-domains, tools and services or through downloadable mobile or other applications through which Payscore Platform is made available by Payscore from time to time (the "Website(s)").
Applicant may be provided with access to Payscore Platform through an IP's own systems or directly through our Website. The IP which provides Applicant with the link or embedded widget to Payscore Platform or which Applicant otherwise authorizes in connection with his or her use of Payscore Platform, is referred to herein as the "Authorized IP." Applicant may separately authorize the release of certain information to an IP in conjunction with an application, and this Agreement does not enjoin that release. In order to enable Payscore to provide its Services, Applicant will need to submit to Payscore Platform various sensitive personal information. Payscore Platform uses third-party services to process Applicant's bank credentials, and Applicant's bank credentials never reside in Payscore Platform. Once Applicant's bank account is connected to Payscore Platform via a third-party service, Payscore will collect bank statement Information, and calculate and produce an income and accounts summary for the Authorized IP which will be delivered only over a secure means. The Authorized IP may then make permissible use decisions based in part on such summaries.
By use of this service, Authorized IP agrees that prior to utilizing the Payscore Platform, it has a permissible purpose to access the Payscore Platform and receive Information, that it has provided and obtained any and all legally required disclosures and written authorizations from the Applicant with whom it is dealing/requesting Information, it will not use any Information in violation of any law, and it will comply with any and all adverse action requirements if it takes adverse action against Applicant based on the Information. Authorized IP reaffirms these certifications each time it accesses Information.
APPLICANT AND AUTHORIZED IP AGREE AND ACKNOWLEDGE THAT PAYSCORE SHALL NOT BE RESPONSIBLE FOR, AND DOES NOT ADVISE APPLICANT OR THE AUTHORIZED IP IN ANY WAY WITH REGARD TO, ANY DECISIONS OR ACTIONS OF THE AUTHORIZED IP IN CONNECTION WITH PAYSCORE PLATFORM OR SUCH FINANCIAL RECORDS OR SUMMARIES. CANDIDATE FURTHER AGREES NOT TO PROVIDE INFORMATION OVER 7 YEARS OLD FROM THE DATE OF ANY REQUEST FOR INFORMATION.
YOU PROVIDE LOG-IN CREDENTIALS ("CREDENTIALS") TO YOUR ACCOUNTS AT YOUR OWN RISK. AND BY DOING SO YOU ARE AUTHORIZING THE INFORMATION TO BE SHARED. BY USING OUR SERVICES, YOU AGREE THAT WE AND THE DATA SOURCES THAT MAINTAIN YOUR ACCOUNTS AND ANY THIRD PARTIES THAT INTERACT WITH YOUR CREDENTIALS OR ACCOUNT DATA IN CONNECTION WITH OUR SERVICES ARE NOT LIABLE FOR ANY LOSS, THEFT, COMPROMISE, OR MISUSE WHATSOEVER IN CONNECTION WITH OUR SERVICES (INCLUDING NEGLIGENCE), EXCEPT TO THE EXTENT SUCH LIABILITY CANNOT BE LIMITED UNDER APPLICABLE LAW. WE AND THE THIRD-PARTY SERVICE PROVIDERS WE USE MAKE NO WARRANTIES OF ANY KIND RELATED TO THE DATA PROVIDED BY THOSE SERVICE PROVIDERS, WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE. EXCEPT FOR PDFS OF OFFICIAL ACCOUNT DOCUMENTS RETRIEVED ON APPLICANT'S OR IP'S BEHALF AND PROVIDED TO YOU WITHOUT ALTERATION, NO DATA PROVIDED BY OUR SERVICES OR SERVICE PROVIDERS IS AN OFFICIAL RECORD OF ANY OF YOUR ACCOUNTS.
Payscore Services are connected by multiple data sources, including Envestnet | Yodlee ("Yodlee"). When you request data from a source connected to our Services, and Yodlee is the data source used, Yodlee collects that data and provides it to us. Yodlee acts on our behalf in this process, which means we share your data with Yodlee as one of our service providers. For more information on how Yodlee collects, uses, stores, and handles your data, please see Yodlee's commitment to its clients and their users (www.yodlee.com/clients-consumers) ("Yodlee's Commitment"). If there is any inconsistency between Yodlee's Commitment and this Agreement regarding Yodlee's services, then Yodlee's Commitment is correct with respect to any such services provided by Yodlee. The date You first agreed to this Agreement is referred to herein as the "Effective Date." Your use of Payscore Platform is also subject to our Privacy Policy available on our Website as updated from time to time, which constitutes a part of this Agreement, and to which you must agree in order to use the Services. You acknowledge and agree that Payscore Platform is in the early stages of its development and that the features and functionality are expected to change frequently. As used herein, "PII" means information that can be used to identify, contact, locate, distinguish or trace an individual's identity, either alone or when combined with other personal or identifying information that is linked or linkable to a specific individual.
BEFORE YOU CHECK THE BOX INDICATING YOU AGREE TO THIS TERMS OF SERVICE AND BEFORE YOU CLICK ON THE "SUBMIT" BUTTON OR SUBMIT ANY OF YOUR INFORMATION, CAREFULLY READ THE TERMS AND CONDITIONS OF THIS AGREEMENT. BY CLICKING ON THE CHECK BOX AND "SUBMIT" BUTTON OR SUBMITTING ANY OF YOUR INFORMATION, YOU ARE AGREEING TO BE BOUND BY AND ARE BECOMING A PARTY TO THIS AGREEMENT AND GRANTING THE AUTHORIZATION SET FORTH HEREIN. IF YOU DO NOT AGREE TO ALL OF THE TERMS OF THIS AGREEMENT, THEN DO NOT CLICK ON THE CHECK BOX AND "SUBMIT" BUTTON, AND YOU WILL NOT BE PERMITTED TO ACCESS AND/OR USE THE SERVICES.
FURTHER, THIS AGREEMENT CONTAINS AN AGREEMENT TO ARBITRATE, WHICH REQUIRES THAT YOU AND PAYSCORE ARBITRATE CERTAIN CLAIMS BY BINDING ARBITRATION INSTEAD OF GOING TO COURT AND LIMITS CLASS ACTION CLAIMS UNLESS YOU OPT OUT AS PROVIDED IN SUCH AGREEMENT TO ARBITRATE (SEE SECTION 6 "AGREEMENT TO ARBITRATE").
Agreement
1. Payscore Platform and your written authorization.
1.1 Access and Use. Subject to the terms and conditions of this Agreement, Payscore hereby grants to You a limited, non-exclusive, non-transferable right to access and use Payscore Platform. Applicant retains the right to submit his or her Information solely in order for Payscore to provide the verification Services, including provision of bank statement Information and our summaries thereof to Applicant and IPs. You affirm and certify that You will only provide Your own credentials belonging solely to you when requesting information from Payscore.
1.2 You agree and acknowledge that Payscore is not a provider of insurance products or policies. You agree and acknowledge that Payscore is not a financial institution or tax advisor and does not provide financial or tax services or advice. Any interactions between Applicant and IPs through Payscore Platform or which arise from or relate to Your use of Payscore Platform are solely at Your risk. Any Information provided to IPs by Applicant, or by Payscore as contemplated by this Agreement, is provided solely at Your risk.
1.3 Authorization. Applicant hereby authorizes Payscore to retrieve Applicant's bank statements from his or her financial institution and then provide verification Services, including Payscore summaries thereof, to the Authorized IP for the Authorized IP's use in connection with assessment and/or implementation of Applicant's current or proposed business arrangements with such Authorized IP. Applicant and IP agree and acknowledge that any limitations on IP's use of such financial records and summaries is solely between Applicant and IP. All parties agree that Authorized IP has a permissible use for such information and it will only use the Information for a one-time use in accordance with the law.
1.4 Payment. You agree to pay all fees or charges owed to us in accordance with the fees and billing terms in effect at the time a fee or charge is due and payable. Unless otherwise stated or agreed, You will make full payment within thirty (30) days of receipt of an invoice from us. In the event You fail to make full payment when due, without limiting our other rights or remedies, we reserve the right to: (a) Assess a late fee equal to one and one-half percent (1.5%) of the outstanding balance per month, or the maximum rate allowed by law, whichever is less; (b) Suspend or terminate your access to the Payscore Platform or Services if You are two (2) months or more late in making a payment. We will not exercise our rights under this Section 1.4 if You are disputing the applicable charges reasonably and in good faith and are cooperating diligently to resolve the dispute. You agree to provide us with complete, up-to-date, and accurate billing and contact information. This information includes your legal company name, street address, email address, name and telephone number of an authorized billing contact, and payment card or similar information. You agree to update this information within thirty (30) days of any changes. Payments may be made via credit card, debit card, or other electronic means as specified by us, and You authorize us to charge the payment method designated by You for all charges incurred. If any payment made by You is declined or reversed, Your payment will be considered late at that time unless otherwise stated or agreed. We may use a third-party payment process or to process payments made by You. By using such third-party payment processors, You agree to be bound by their terms and conditions. Payment obligations are non-cancelable, and fees paid are non-refundable. We may, in our sole discretion, apply any payments received from You to any outstanding balance due, regardless of the specific invoice or charges to which such payments were intended to apply. Unless otherwise stated or agreed, fees do not include any taxes, levies, duties or similar governmental assessments of any nature, including but not limited to value-added, sales, use or withholding taxes, assessable by any local, state, provincial, federal or foreign jurisdiction (collectively, "Taxes"). You are responsible for paying all Taxes associated with Your purchases hereunder.
1.5 By using the Payscore Platform you understand and agree that we use various service providers to host, administer, update, and otherwise manage the Payscore Platform and the services available on the Payscore Platform. You understand and agree that these third parties are agents of Payscore, and, as such, are the same as Payscore. You further agree and understand that the Payscore Platform uses automated technologies to collect and transfer information related to your visit, use of, and communications with the Payscore Platform to such third party service providers. The information collected and transferred includes chats, navigation data, and search string data. You agree to the disclosure of the data related to your navigation around, and use of, the Payscore Platform to these third parties for the purposes specified in the privacy policy which links to the Payscore Platform.
1.6 Electronic Signatures. By using the Payscore Platform, you agree to transact electronically through the Payscore Platform. You agree that your electronic signature is the legal equivalent of your manual signature. You further agree that your use of a key pad, mouse or other device to select an item, button, icon or similar act/action constitutes your signature as if actually signed by you in writing. You also agree that no certification authority or other third party verification is necessary to validate your electronic signature, and the lack of such certification or third party verification will not in any way affect the enforceability of your electronic signature.
2. Representations and Warranties.
2.1 Warranties.
a. Applicant Information Warranty. Applicant represents and warrants that he or she has the right, including with respect to all applicable data privacy and other laws, to provide Payscore access to and use of his or her Information, including without limitation, for use in connection with Payscore Platform and to provide the Services. Applicant further represents and warrants that, as a requirement of the income-verification Service on Payscore Platform, Applicant has had a full opportunity to review the Information contained in the income-verification report and expressly certify that the Information is complete and accurate, including with the addition of any explanations, before "submitting" the report to an IP.
b. Other Representations and Warranties. You represent, warrant and covenant that: (a) You have the full power and authority to enter into this Agreement and to perform its obligations hereunder, without the need for any consents, approvals or immunities not yet obtained; and (b) Your execution of and performance under this Agreement shall not breach any oral or written agreement with any third party or any obligation owed by You to any third party to keep any information or materials in confidence or in trust. You further acknowledge and warrant that any Information provided by Payscore will be kept in a secure protected manner.
2.2 Disclaimer of Payscore Warranties. YOU ACKNOWLEDGE THAT PAYSCORE PLATFORM AND ALL SERVICES, TEXT, IMAGES AND OTHER INFORMATION ON OR ACCESSIBLE FROM PAYSCORE PLATFORM ARE PROVIDED "AS IS" AND ARE BASED ON CONTENT PROVIDED BY THE FINANCIAL INSTITUTION, CONTENT THAT IS NOT AND CANNOT BE VERIFIED BY PAYSCORE EXCEPT TO THE EXTENT PAYSCORE REQUIRES APPLICANT TO VERIFY THAT THE BANK ACCOUNT IS HIS OR HERS AND THAT THE INCOME-RELATED INFORMATION IS COMPLETE AND ACCURATE. PAYSCORE AND PAYSCORE' AFFILIATES, AGENTS, DIRECTORS, OFFICERS, EMPLOYEES, INVESTORS, SUPPLIERS AND LICENSORS ARE NOT LIABLE OR RESPONSIBLE FOR ANY RESULT GENERATED THROUGH THE USE OF PAYSCORE PLATFORM. PAYSCORE PROVIDES NO WARRANTY OF ANY KIND, EITHER EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NON- INFRINGEMENT. SPECIFICALLY, BUT WITHOUT LIMITATION, NONE OF PAYSCORE OR PAYSCORE' AFFILIATES, AGENTS, DIRECTORS, OFFICERS, EMPLOYEES, INVESTORS, SUPPLIERS OR LICENSORS WARRANT THAT: (I) THE INFORMATION AVAILABLE ON PAYSCORE PLATFORM OR THROUGH THE SERVICES IS ACCURATE OR FREE OF ERRORS; (II) THE FUNCTIONS OR SERVICES PROVIDED BY PAYSCORE PLATFORM WILL BE UNINTERRUPTED, SECURE OR FREE OF ERRORS; (III) DEFECTS WILL BE CORRECTED; OR (IV) PAYSCORE PLATFORM OR THE SERVER(S) THAT MAKES IT AVAILABLE ARE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS.
WITHOUT LIMITING THE FOREGOING, NONE OF PAYSCORE OR PAYSCORE' AFFILIATES, AGENTS, DIRECTORS, OFFICERS, EMPLOYEES, INVESTORS, SUPPLIERS OR LICENSORS MAKE ANY WARRANTY AS TO THE RESULTS THAT MAY BE OBTAINED FROM THE USE OF PAYSCORE PLATFORM OR SERVICES, OR AS TO THE TIMELINESS, ACCURACY, RELIABILITY, COMPLETENESS OR CONTENT OF ANY SERVICES, INFORMATION OR MATERIALS PROVIDED THROUGH OR IN CONNECTION WITH THE USE OF PAYSCORE PLATFORM OR SERVICES.
None of Payscore or Payscore' affiliates, agents, directors, officers, employees, investors, suppliers or licensors is responsible for any conduct or interactions, whether online or offline, of or between IPs and Applicant.
None of Payscore or Payscore' affiliates, agents, directors, officers, employees, investors, suppliers or licensors guarantee that any of Applicant's PII, including without limitation Applicant's Information provided by Applicant, whether accurate or not, will not be misappropriated, intercepted, deleted, destroyed or used by others.
2.3 Exclusions. SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF CERTAIN WARRANTIES. ACCORDINGLY, SOME OF THE ABOVE LIMITATIONS MAY NOT APPLY TO YOU.
3. Your Information.
3.1 Your Information. You, not Payscore, shall be solely responsible for the accuracy, quality, integrity, legality, reliability, appropriateness of and the parties' respective rights to use the Information under this Agreement. Applicant will be required to disclose certain Personally Identifiable Information ("PII") in order for Applicant to submit the requisite Information to Payscore to enable Payscore to provide its Services. You agree and acknowledge that You will provide accurate, complete, and up to date Information in all instances. Applicant further agrees and acknowledges that his or her submission of PII to Payscore is voluntary and entirely at his or her own risk. Applicant agrees and acknowledges that his or her Information will be disclosed to an Authorized IP in connection with the verification Services provided by Payscore as contemplated by this Agreement. Payscore will also possess Applicant Information temporarily as needed to provide the applicable Services and will destroy such information promptly after such Services expire. Payscore may indefinitely maintain certain metadata about Applicant based on their Information, but this metadata is anonymized such that it is not identifiable with Applicant or his or her Information. Please refer to Payscore' Privacy Policy for additional information on Payscore' practices for handling PII.
3.2 Usage Data. Payscore may monitor Your use of Payscore Platform, use data and information related to the Information, and examine Your use of Payscore Platform in an aggregate or de-identified manner, including to compile statistical and performance information related to the provision and operation of Payscore Platform and Services. You agree that Payscore may make such aggregated or de-identified data and information publicly available, and use such information to the extent and in the manner required by applicable law or regulation and/or for purposes of data gathering, analysis, service enhancement and marketing, provided that such data and information does not identify You without your explicit consent. Payscore retains all rights in such aggregated or de-identified data and information.
3.3 Sharing between You and IPs. Any of Applicant's Information or other information Applicant shares with any IP is at Applicant's sole risk. Payscore does not control how any IP utilizes information they receive from Applicant or from Payscore.
4. Use Restrictions and Requirements.
4.1 Prohibited Uses. You represent and warrant to Payscore that you will not use the Payscore Platform in any manner that: (a) is defamatory, derogatory, degrading or harassing of another or constitutes a personal attack; (b) invades another's privacy or includes, copies, or transmits another's confidential, sensitive, or personal information; (c) promotes bigotry, racism, hatred, or harm against any group or individual; (d) is obscene or not in good taste; (e) violates, infringes, or promotes the violation or infringement of another's rights, including intellectual property rights; (f) violates or promotes the violation of any applicable laws or regulations; (g) contains a solicitation of funds, goods, or services, or promotes or advertises goods or services; (h) contains any viruses, Trojan horses, or other components designed to limit or harm the functionality of a computer; (i) could damage, disable, overburden, or impair the Payscore Platform or interfere with any other party's use and enjoyment of the Payscore Platform; or (j) for any purpose that is prohibited by these Terms. You may not obtain or attempt to obtain any materials or Information through any means not intentionally made available or provided for through the Payscore Platform. We may report you to the relevant authorities and may act under the fullest extent of applicable laws if you transmit or upload content intended or designed to cause harm.
4.2 Interested Party Requirements. An IP hereby certifies that all of its orders for Information products from Company shall be made, and the resulting reports shall be used, for the Fair Credit Reporting Act, 15 U.S.C. § 1681 et seq., permissible purposes of tenant screening at the written direction of the consumer to whom the report relates.
An IP certifies to Payscore that the Information products it receives will not be used in violation of any applicable federal, state or local laws, including, but not limited to the Fair Credit Reporting Act and Title VII of the Civil Rights Act of 1964. IP accepts full responsibility for complying with all such laws and for using the Information products it receives from Payscore in a legally acceptable fashion. To that end, the IP agrees to comply with and provide all statutorily required notices in Section 615 of the Fair Credit Reporting Act or other state laws when using Information products. An IP further accepts full responsibility for any and all consequences of use and/or dissemination of those products. An IP further agrees that each consumer report will only be used for a one-time use.
An IP agrees to have reasonable procedures for the fair and equitable use of background Information and to secure the confidentiality of private Information. IP agrees to take precautionary measures to protect the security and dissemination of all consumer report or investigative consumer report Information including, for example, restricting terminal access, utilizing passwords to restrict access to terminal devices, and securing access to, dissemination and destruction of electronic and hard copy reports.
As a condition of agreeing to these Terms, an IP certifies that it has in place reasonable procedures designed to comply with all applicable local, state and federal laws. Payscore will only keep Information it provides to the IP for the lesser of two (2) years or as required by applicable law. An IP certifies that it will retain Information it receives from Payscore in accordance with applicable law and will make such Information available to Payscore upon request. IPs seeking credit Information certify to Payscore that they have provided all disclosures required by applicable federal, state or local laws, regulations and ordinances to the consumer in connection with such requests and must provide Information required by these Terms. An IP acknowledges, and agrees to notify its employees that the IP can access credit Information only for the permissible purposes listed in the FCRA.
IP represents that it will have a policy and procedures in place to investigate any discrepancy in a consumer's address when notified by the credit bureau that the consumer's address, as submitted by an IP, substantially varies from the address the credit bureau has on file for that consumer.
An IP hereby acknowledges that it has received a copy of the Summary of Rights (16 C.F.R. Part 601, Appendix A) and Notice of Users of Consumer Reports (16 C.F.R. Part 601, Appendix C).
An IP hereby certifies that, under the Investigative Consumer Reporting Agencies Act ("ICRA"), California Civil Code Sections 1786 et seq., and the Consumer Credit Reporting Agencies Act ("CCRAA"), California Civil Code Sections 1785.1 et seq., if the IP is located in the State of California, and/or the IP's request for and/or use of Information pertains to a California resident or worker, the IP will do the following:
(i) Request and use Information solely for permissible purpose(s) identified under California Civil Code Sections 1785.11 and 1786.12.
(ii) Notify the consumer in writing that Information will be made regarding the consumer's character, general reputation, personal characteristics. The notification shall include the name and address of the IP as well as a summary of the provisions of California Civil Code Section 1786.22, no later than three days after the date on which the Information was first requested.
(iii) Provide the consumer a means by which he/she may indicate on a written form, by means of a box to check, that the consumer wishes to receive a copy of any Information that are prepared.
(iv) If the consumer wishes to receive a copy of the Information, the IP shall send (or contract with another entity to send) a copy of the Information to the consumer within three business days of the date that the Information is provided to the IP. The copy of the Information shall contain the name, address, and telephone number of the person at the IP who issued the report and how to contact him/her.
(v) Under all applicable circumstances, comply with California Civil Code Sections 1785.20 and 1786.40 if the taking of adverse action is a consideration, which shall include, but may not be limited to, advising the consumer against whom an adverse action has been taken that the adverse action was based in whole or in part upon Information contained in the Information, informing the consumer in writing of the IP's name, address, and telephone number, and provide the consumer of a written notice of his/her rights under the ICRA and the CCRAA.
(vi) Comply with all other requirements under applicable California law, including, but, not limited to any statutes, regulations and rules governing the procurement, use and/or disclosure of any Information, including, but not limited to, the ICRA and CCRAA.
4.3 Interested Party Documentation. Before an IP will be allowed to access credit report Information, Payscore requires that the IP provide one (1) of the following items listed below (if the IP is not publicly traded) and also receive an onsite inspection to verify company Information and physically review the IP's onsite location. Certain criteria must be met at the onsite inspection per requirements of the credit bureau. Cost for the onsite inspection will be the responsibility of the IP and the IP will receive an invoice for any related costs and expenses from Payscore.
(i) Business license status from a government web site (please include entire web page print out);
(ii) Business license, copy or documented verification;
(iii) Documented corporation verification with state or federal government;
(iv) Copy of Articles of Incorporation with proof of filing;
(v) State and/or federal tax records originating from the state or federal government;
(vi) FDIC Certification; or
(vii) 501(c)(3) certificate for non-profit originations.
If the IP is a publicly traded company, the following items are acceptable methods for verifying that the End-User is a bona fide entity:
(i) Documentation of ticker symbol Information from trading website;
(ii) Certified copy of audited annual or quarterly statements submitted to the SEC.
4.4 Interested Party Security. The parties acknowledge they must work together to protect the privacy of consumers. The following measures are designed to reduce unauthorized access of consumer reports. In accessing consumer Information, the IP agrees to the following:
(i) the IP will take reasonable procedures to protect its account number and password so that only key personnel employed by the IP know this sensitive Information, including not posting this Information anywhere in the facility. the IP agrees to request an account password change immediately if a person who knows the password leaves its company or no longer needs to have access due to a change in duties.
(ii) the IP agrees that system access software, whether developed by your company or purchased from a third party vendor, will have the IP's account number and password "hidden" or embedded and be known only by supervisory personnel. the IP will assign each user of its system access software a unique logon password. If such system access software is replaced by different access software and therefore no longer is in use or, alternatively, the hardware upon which such system access software resides is no longer being used or is being disposed of, or if the password has been compromised or believed to be compromised in any way, the IP will change its password immediately.
(iii) the IP agrees it will not discuss its account number or password by telephone with any unknown caller, even if the caller claims to be an employee of the IP
(iv) the IP will restrict the ability to obtain consumer Information to a few key personnel.
(v) the IP agrees to place all terminal devices used to obtain consumer Information in a secure location within its facility so that unauthorized persons cannot easily access them.
(vi) the IP agrees it will turn off and lock all devices or systems used to obtain consumer Information.
(vii) the IP will secure hard copies and electronic files of consumer reports within its facility so that unauthorized persons cannot easily access them.
(viii) the IP agrees to shred and/or destroy all hard copy consumer reports when they are no longer needed and erase and overwrite or scramble electronic files containing consumer Information when no longer needed and when applicable regulation(s) permit destruction.
the IP agrees to notify its employees that the IP can access Information only for the permissible purposes listed in the Fair Credit Reporting Act.
5. Limitation of Liability.
5.1 No Consequential Damages. PAYSCORE SHALL NOT BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL OR PUNITIVE DAMAGES, OR ANY DAMAGES FOR LOST DATA, BUSINESS INTERRUPTION, LOST PROFITS, LOST REVENUE OR LOST BUSINESS, ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT, EVEN IF SUCH PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, INCLUDING WITHOUT LIMITATION, ANY SUCH DAMAGES ARISING OUT OF THE LICENSING, PROVISION OR USE OF PAYSCORE PLATFORM, SERVICES, OR RESULTS THEREOF.
5.2 Limits on Liability. PAYSCORE AND ITS LICENSORS SHALL NOT BE LIABLE FOR CUMULATIVE, AGGREGATE DAMAGES GREATER THAN ONE U.S. DOLLAR ($1). YOU RELEASE PAYSCORE AND ITS LICENSORS FROM ALL OBLIGATIONS, LIABILITY, CLAIMS, OR DEMANDS RELATING TO PAYSCORE PLATFORM OR THIS AGREEMENT IN EXCESS OF THE LIMITATION PROVIDED FOR IN THIS SECTION 4.2.
5.3 Essential Purpose. You acknowledge that the terms in this Section 4 are an essential basis of the bargain described in this Agreement and that, were Payscore to assume any further liability, there would be substantial fees payable hereunder. THE LIMITATIONS IN THIS SECTION 4 SHALL APPLY TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW AND SHALL APPLY EVEN IF AN EXCLUSIVE OR LIMITED REMEDY STATED HEREIN FAILS OF ITS ESSENTIAL PURPOSE.
6. Termination.
6.1 Termination at Will. Either You or Payscore may terminate Your use of Payscore Platform at any time by ceasing to provide or use Payscore Platform, as applicable.
Once Applicant submits his or her Information, however, Payscore may provide the related verification Services, including Applicant's Information, Bank Records, and/or summaries to the Authorized IP without regard to any termination by Applicant.
6.2 Effects of Termination. Upon termination of this Agreement, Your use of and access to Payscore Platform shall cease.
7. Agreement to Arbitrate.
7.1 Arbitration. You agree that all disputes between You and Payscore (whether or not such dispute involves a third party) arising out of or relating to these Terms of Service, the Website, Information and/or Payscore Platform shall be finally resolved by arbitration before a single arbitrator conducted in the English language via teleconference or, if requested by You, in Seattle, Washington, U.S.A., in each case under the Commercial Arbitration Rules of the American Arbitration Association ("AAA") and You and Payscore hereby expressly waive trial by jury. You and Payscore shall appoint as sole arbitrator a person mutually agreed by You and Payscore or, if You and Payscore cannot agree within thirty (30) days of either party's request for arbitration, such single arbitrator shall be selected by the AAA upon the request of either party. Each party shall equally bear the costs of the arbitration, except that Payscore will bear the reasonable cost of the arbitrator and the AAA; in any event, each party will bear the cost of their own counsel. All decisions of the arbitrator shall be final and binding on both parties and enforceable in any court of competent jurisdiction. Notwithstanding this, application may be made to any court for a judicial acceptance of the award or order of enforcement. Notwithstanding the foregoing, either You or Payscore shall be entitled to seek injunctive relief, security or other equitable remedies from any court of competent jurisdiction. Under no circumstances shall the arbitrator be authorized to award damages, remedies or awards that conflict with this Agreement (including without limitation Section 4 above) or to award punitive damages, including but not limited to pursuant to federal or state statutes permitting multiple or punitive awards.
7.2 Waiver of Class Actions. Any claims brought by You or Payscore must be brought in the party's individual or business capacity, and not as a plaintiff or class member in any purported class or representative proceeding. Neither You nor Payscore will participate in a class action or class-wide arbitration for any claims covered by this Agreement. You hereby waive any and all rights to bring any claims related to this Agreement and Privacy Policy as a plaintiff or class member in any purported class or representative proceeding. You may bring claims only on Your own behalf or on behalf of your business.
7.3 Opt Out. You may opt out of this agreement to arbitrate in this Section 6. If You do so, neither You nor Payscore can require the other to participate in an arbitration proceeding. To opt out, You must notify Payscore in writing within thirty (30) days of the date that You first became subject to this arbitration provision. The opt out notice must state that You do not agree to the Agreement to Arbitrate and must include Your name, address, phone number, Your login credentials to which the opt out applies and a clear statement that You want to opt out of this agreement to arbitrate. You must sign the opt-out notice for it to be effective. This procedure is the only way You can opt out of the Agreement to Arbitrate. You must use this address to opt out: Payscore, ATTN: Arbitration Opt-out, 140 Lakeside Ave, Suite A301, Seattle, WA 98122.
7.4 Survival. This Arbitration section will survive the termination of Your relationship with Payscore.
8. Miscellaneous.
8.1 Notices. Whenever, under the terms of or in connection with this Agreement, any notice, consent, approval, authorization or other information is proper or required to be given by either party, such notice, consent, approval, authorization or other information shall be in writing and shall be given or made by reputable overnight courier with documentation of receipt to the intended recipient thereof or by registered or certified mail, return receipt requested, and with all postage prepaid, to the following addresses: (i) if to Payscore 140 Lakeside Ave, Suite A301 Seattle, WA 98122, (ii) if to You, to the address set forth in Your Information or most recent IRS Records, or (iii) to such other address for either party as may be supplied by notice given in accordance herewith.
8.2 Amendment; Waiver. This Agreement may be amended or supplemented only by a writing that is signed by duly authorized representatives of both parties or through a click through agreement accepted by You. No term or provision hereof shall be considered waived by either party, and no breach excused by either party, unless such waiver or consent is in writing signed on behalf of the party against whom the waiver is asserted. No consent by either party to, or waiver of, a breach by either party, whether express or implied, shall constitute consent to, waiver of, or excuse of any other, different, or subsequent breach by either party.
8.3 Severability. If any provision of this Agreement is held invalid or unenforceable for any reason, the remainder of the provision shall be amended to achieve as closely as possible the economic effect of the original term and all other provisions shall continue in full force and effect.
8.4 Governing Law. This Agreement and the rights and obligations of the parties to and under this agreement shall be governed by and construed under the laws of the State of Washington as applied to agreements entered into and to be performed in such State without giving effect to conflicts of laws rules or principles which would apply the laws of any other state or country. Subject in all respects to Section 6 hereof, for any disputes arising out of this Agreement, the parties consent to exclusive jurisdiction and venue in the state and federal courts located in the State of Washington.
8.5 Attorneys' Fees. In any action to enforce this Agreement, the prevailing party shall be awarded all court costs and reasonable attorneys' fees incurred, including such costs and attorneys' fees incurred in enforcing and collecting any judgment.
8.6 Force Majeure. Neither party shall be liable for any failure or delay in performance under this Agreement due to fire, explosion, earthquake, storm, flood or other weather; unavailability of necessary utilities or raw materials; Internet service provider failures or delays, or denial of service attacks; war, civil unrest, acts of terror, insurrection, riot, acts of God or the public enemy; pandemic, strikes or other labor problems; any law, act, order, proclamation, decree, regulation, ordinance, or instructions of government or other public authorities, or judgment or decree of a court of competent jurisdiction (not arising out of breach by such party of this Agreement); or any other event beyond the reasonable control of the party whose performance is to be excused.
8.7 Assignment. You may not assign its rights or obligations under this Agreement, whether voluntarily or by operation of law or otherwise, without Payscore' prior written consent. Payscore may assign its rights or obligations under this Agreement without Your prior written consent. Any purported assignment or transfer in violation of this section shall be void. Subject to the foregoing restrictions, this Agreement will bind and benefit the parties and their successors and permitted assigns.
8.8 Relationship of the Parties. Payscore is an independent contractor to Applicant and to IP. There is no relationship of agency, partnership, joint venture, employment, or franchise between the parties. The parties do not have the authority to bind the others or to incur any obligation on their behalf.
8.9 Construction of Agreement. Each party acknowledges that it has had the opportunity to have legal counsel review this Agreement and to negotiate its terms and conditions. Should any questions of construction or interpretation of this Agreement arise, then the parties agree that no presumption shall be applied against the party drafting this Agreement or any portion thereof and that the language of this Agreement shall, in all cases, be construed as a whole according to its fair meaning and not strictly for or against either party.
8.10 Entire Agreement. This Agreement constitutes the entire agreement between the parties relating to this subject matter and supersedes all prior or simultaneous understandings, representations, discussions, negotiations, and agreements, whether written or oral.