TERMS AND CONDITIONS
OUTSOURCED PROVIDER. This Section is only applicable if Genuinsight’s use Outsourced Provider services, as outlined below. If Genuinsight uses an outsourced provider (“Outsourced Provider”) which, for the purposes of this Agreement, shall be acting as an authorized agent of Genuinsight in connection with Client’s permissible use of Genuinsight’s Inspection Reports and other services. Genuinsight shall require, by written agreement, its Outsourced Provider to comply with all terms of this Agreement applicable to Client (including, without limitation, compliance with all Laws with respect to the access, retention, destruction and use of Inspection Reports; protection of the confidentiality of Genuinsight’s Confidential Information; and prohibition against re-using, and/or reselling Inspection Reports). Client authorizes Genuinsight to deal directly with the Outsourced Provider as Client’s authorized agent, and as between Client and Genuinsight. The Outsourced Provider shall perform its services onsite at Client’s Applicant location site provided by Client. Client acknowledges that, due to statutory and/or contractual obligations and restrictions, some Genuinsight services may not be available through an Outsourced Provider relationship and, of those that are available, some may require additional paperwork from Client and/or Outsourced Provider.
I-9 VERIFICATION OBLIGATIONS AND SERVICES. Client acknowledges that Genuinsight’s services do not alleviate Client of its responsibility for performing in-person verification of its employees’ identities, checking photo identification and completing, verifying and retaining the employees’ Form I-9 and other documentation, each as and to the extent required by applicable Laws. In addition, if Client obtains Genuinsight’s I-9 Verify employment eligibility services pursuant to this Agreement, Client and Genuinsight agree to comply with the following obligations, as applicable based on the particular service(s) obtained by Client:
VEHICLE CONDITION REPORTS; VERIFICATION SERVICES; PROFESSIONAL SERVICES.
AFFILIATE ORDERING RIGHTS. Upon Genuinsight receiving authorization from Client in a form reasonably acceptable to Genuinsight, Genuinsight will permit an Affiliate of Client to order Genuinsight’s services under the same terms and conditions as this Agreement, provided that: (i) the Affiliate is neither an existing customer nor a competitor of Genuinsight, (ii) the Affiliate satisfies Genuinsight’s standard account access credentialing requirements, and (iii) the Affiliate executes a mutually acceptable “join-on” agreement, or equivalent, that binds both Genuinsight and the Affiliate to the terms of this Agreement, and includes a compliance certification from Affiliate reasonably acceptable to Genuinsight. For purposes of this provision, “Affiliate” means any entity controlling, controlled by or under common control with Client If affiliate operates independently as a separate entity then they will need to have their own account.
CONFIDENTIAL INFORMATION.
OUTSOURCED PROVIDER. This Section is only applicable if Genuinsight’s use Outsourced Provider services, as outlined below. If Genuinsight uses an outsourced provider (“Outsourced Provider”) which, for the purposes of this Agreement, shall be acting as an authorized agent of Genuinsight in connection with Client’s permissible use of Genuinsight’s Inspection Reports and other services. Genuinsight shall require, by written agreement, its Outsourced Provider to comply with all terms of this Agreement applicable to Client (including, without limitation, compliance with all Laws with respect to the access, retention, destruction and use of Inspection Reports; protection of the confidentiality of Genuinsight’s Confidential Information; and prohibition against re-using, and/or reselling Inspection Reports). Client authorizes Genuinsight to deal directly with the Outsourced Provider as Client’s authorized agent, and as between Client and Genuinsight. The Outsourced Provider shall perform its services onsite at Client’s Applicant location site provided by Client. Client acknowledges that, due to statutory and/or contractual obligations and restrictions, some Genuinsight services may not be available through an Outsourced Provider relationship and, of those that are available, some may require additional paperwork from Client and/or Outsourced Provider.
I-9 VERIFICATION OBLIGATIONS AND SERVICES. Client acknowledges that Genuinsight’s services do not alleviate Client of its responsibility for performing in-person verification of its employees’ identities, checking photo identification and completing, verifying and retaining the employees’ Form I-9 and other documentation, each as and to the extent required by applicable Laws. In addition, if Client obtains Genuinsight’s I-9 Verify employment eligibility services pursuant to this Agreement, Client and Genuinsight agree to comply with the following obligations, as applicable based on the particular service(s) obtained by Client:
- Client I-9 Obligations. Client shall identify and comply with all Laws applicable to Client in connection with its use of I-9 services.
- Genuinsight I-9 Obligations. If Client orders the Genuinsight I-9 Verification Inspection Solution, Client will provide Genuinsight an electronic Form I-9 that meets U.S. Citizenship and Immigration Services (“USCIS”) regulations related to electronic Form I-9 management.
VEHICLE CONDITION REPORTS; VERIFICATION SERVICES; PROFESSIONAL SERVICES.
- Vehicle Condition Reports. Client acknowledges and agrees that Vehicle Condition Reports (“VCRs”) and related information are considered Inspection Reports (“IR”) for purposes of this Agreement. If Client requests VCRs or related information from Genuinsight under this Agreement, then Client acknowledges and agrees that IR is a general assessment of vehicle and related information. Client agrees that: (i) it will not use the VCRs to build its own database; and (ii) it will, from time to time upon Genuinsight’s request, execute paperwork required by applicable state Departments of Motor Vehicles and/or other data sources for Client’s access to VCRs.
- Verification Services. Verification Services include, but are not limited to, data provided for purpose of verifying information provided by Applicants, such as Driver’s license, Business premises, Equipment specification, or Vehicle specification. Verification Services do not include consumer credit information or other types of information subject to the permissible purposes set forth in the FCRA. If Client obtains Verification Services from Genuinsight, Client shall comply with the following requirements and restrictions: (i) Client will not, directly or indirectly, sell, transfer, disclose the contents of or distribute Verification Services, in whole or in part, to any third-party (other than to the applicable Applicant), and Client shall use the Verification Services solely as an end-user, for a single, one-time use with respect to an Applicant; (ii) Client’s sole purpose for requesting Verification Services will be to verify the accuracy and completeness of information provided to Client by the Applicant in connection with the transaction or services agreed between Applicant and Client; (iii) Client will limit its use of Verification Services to the foregoing stated purpose; (iv) Client will take appropriate measures so as to protect against the misuse of the Verification Services; (v) Client will not use any information obtained in connection with the Verification Services, in whole or in part, for the purpose of serving as a factor in determining the Applicant’s eligibility for credit, services or any other product, service or transaction; (vi) it will comply with all applicable Laws related to the use and review of Applicant identity; and (vii) Client will not use the information provided in connection with the Verification Services for any purpose that would violate applicable law, rule, or regulation.
- Professional Services. Unless otherwise expressly stated in Attachment B of service agreement, Genuinsight’s fees in the Schedule of Fees correspond to Genuinsight’s standard technology, product and service offerings, and exclude any customized technology development, training, reporting, product features and service levels. Should Client desire (and Genuinsight agree to provide) such customization, the parties shall set forth the corresponding terms and fees in a mutually acceptable written statement of work, addendum or amendment.
AFFILIATE ORDERING RIGHTS. Upon Genuinsight receiving authorization from Client in a form reasonably acceptable to Genuinsight, Genuinsight will permit an Affiliate of Client to order Genuinsight’s services under the same terms and conditions as this Agreement, provided that: (i) the Affiliate is neither an existing customer nor a competitor of Genuinsight, (ii) the Affiliate satisfies Genuinsight’s standard account access credentialing requirements, and (iii) the Affiliate executes a mutually acceptable “join-on” agreement, or equivalent, that binds both Genuinsight and the Affiliate to the terms of this Agreement, and includes a compliance certification from Affiliate reasonably acceptable to Genuinsight. For purposes of this provision, “Affiliate” means any entity controlling, controlled by or under common control with Client If affiliate operates independently as a separate entity then they will need to have their own account.
CONFIDENTIAL INFORMATION.
- Confidential Information Defined. Pursuant to this Agreement, each party (“Disclosing Party”) may disclose or make available to the other party (“Receiving Party”), whether orally or in physical form, non-public confidential or proprietary information concerning the Disclosing Party and its business, products and/or services, including, without limitation, its software; systems and technology; product and service specifications, methodologies and strategies; pricing; Inspection Reports; invoices; and trade secrets and other intellectual property (collectively, “Confidential Information”). Confidential Information does not include information that: (i) was rightfully in the possession of the Receiving Party prior to disclosure by the Disclosing Party; (ii) was or is independently developed by the Receiving Party without use of the Confidential Information; (iii) is now or hereafter becomes generally available to the public other than as a result of disclosure by the Receiving Party in violation of this Agreement; or (iv) becomes available to the Receiving Party on a non-confidential basis from a source other than the Disclosing Party and such source is not, to the best of the Receiving Party’s knowledge, under any obligation to keep such information confidential.
- Duty of Confidentiality. The Receiving Party agrees: (i) to keep confidential and hold in strict confidence the Confidential Information; (ii) to take all reasonable precautions to protect the confidentiality of the Confidential Information (which precautions shall be no less than those employed by the Receiving Party to preserve the confidentiality of its own confidential materials and information); (iii) that it will not, without the prior written consent of the Disclosing Party, or in conjunction with a Required Disclosure, disclose any portion of the Confidential Information to any third-party; (iv) not to copy or reproduce the Confidential Information, except as reasonably required for the purposes contemplated in this Agreement (in which case Receiving Party will ensure that any confidentiality or other proprietary rights notices on the Confidential Information are reproduced on all copies); (v) not to reverse engineer or disassemble any products, technology or tangible objects that utilize or contain such Confidential Information; and (vi) to return and/or destroy all Confidential Information of the Disclosing Party upon request.
- Required Disclosures. If the Receiving Party is requested in any judicial or administrative proceeding or by any governmental or regulatory authority (whether by depositions, interrogatories, requests for information or documents, subpoenas, civil investigative demands, or similar processes) or otherwise required by applicable Laws to disclose the Confidential Information (collectively, a “Required Disclosure”), the Receiving Party may make such disclosure, provided it uses reasonable efforts to give prompt written notice, as soon as practicable, to the Disclosing Party of such required disclosure so that Disclosing Party may seek an appropriate protective order. Notwithstanding anything to the contrary above, Genuinsight shall not: (i) be restricted from disclosing to Applicants their Inspection Reports and file information in accordance with applicable Laws, (ii) be restricted from disclosing Confidential Information to the extent necessary to perform its obligations under this Agreement, or (iii) be required to destroy, erase or return any Inspection Reports or related Applicant data in Genuinsight’s files.
