Published on
February 25, 2026
These General Customer Terms and Conditions (“General Terms”) apply to Services offered by the Findigs Party or Findigs Parties identified in an applicable Order Form (“Findigs,” “we” or “us”), except with respect to Termwise Services as described further in Section 2 (“Use of the Services”). Findigs provides the Services on the condition that you (“You,” “Your” or “Customer”) accept and comply with these General Terms. By clicking “I Accept” on an Order Form, by executing or submitting any Order Form, or by accessing or using the Services in any manner, You acknowledge that You have read, understand, and agree to be bound by any such Order Form, by these General Terms, by any subsequent Order Forms issued hereunder, by any applicable Service Specific Terms and by such other terms, conditions, policies, and documents that may be incorporated herein by reference (collectively, the “Agreement”). If You are agreeing to these General Terms on behalf of a company, organization or entity, You represent and warrant that You have the organizational and legal authority to accept these General Terms on such company’s or other organization’s or entity’s behalf and to bind such company, organization or entity to these General Terms (in which case, the references to “You,” “Your” and “Customer” in these General Terms, except for in this sentence, refer to that organization or entity). PLEASE READ THESE General TERMS AND THE AGREEMENT CAREFULLY BEFORE USING THE SERVICES AS THEY CONTAIN IMPORTANT INFORMATION REGARDING YOUR LEGAL RIGHTS, REMEDIES AND OBLIGATIONS. You and Findigs may each be referred to in the Agreement as a “Party” and collectively as the “.” Capitalized terms shall have the meanings set forth in Exhibit A (Definitions).
(a) License to the Services. Upon entering into one or more Order Forms referencing these General Terms, the terms of such Order Forms shall be fully incorporated herein and form a part of the Agreement. For each Order Form, subject to Customer’s compliance with the terms and conditions of the Agreement (including any limitations and restrictions set forth in an applicable Order Form) Findigs grants Customer a nonexclusive, limited, nonsublicensable, nontransferable right and license to access and use the Services during the applicable Service Term, as defined in the Order Form, solely for Customer’s internal business purposes only as provided in this Agreement. Only those Services indicated in an applicable Order Form shall be provided to Customer under the terms of the Agreement. To the extent that there is any conflict between these General Terms and the terms of any Order Form, the Order Form shall govern and control.
(b) Ownership of the Services. Findigs and its licensors own all rights, title, and interest in and to the Services, including accounts established by or for Applicants, whether in operation as of the date of this agreement or later developed. Customer’s rights to the Services are limited to the rights expressly granted to Customer in Section 1 of these General Terms and subject to all restrictions set forth in this Agreement.
(c) Feedback. If Customer provides any Feedback, Customer shall, and hereby does, grant to Findigs a nonexclusive, worldwide, perpetual, irrevocable, transferable, sublicensable, royalty-free, fully paid up license to use and exploit the Feedback for any purpose. Findigs reserves all rights not expressly granted in this Agreement.
(a) Account Creation. In addition to entering into this Agreement and an associated Order Form, each Authorized User must create an account before accessing the Findigs Portal. Customer shall provide Findigs with accurate, complete and updated registration information. Neither Customer nor any Authorized User may: (i) select credentials for accessing the Services using any name that Customer or such Authorized User does not have the right to use; (ii) use another person’s name with the intent to impersonate that person; or (iii) transfer an account for the Services to any other person or share any account credentials with any other person without Findigs’ prior written permission or share any account. Customer and each Authorized User must protect the security of their respective Findigs accounts and account credentials. Findigs is not responsible to Customer for unauthorized access to Customer Data or the unauthorized use of the Services. Customer is responsible for the use of the Services by any person to whom Customer has given access to the Services, even if Customer did not authorize such use.
(b) Customer’s Responsibilities. Customer shall (i) be responsible for Customer’s and Authorized Users’ compliance with this Agreement, including all Service Specific Terms, State Specific Terms, Consumer Report Policies and other exhibits to this Agreement; (ii) prevent unauthorized access to or use of the Services and notify Findigs promptly of any such unauthorized access or use; (iii) use the Services only in accordance with the Documentation and all Applicable Law, including, without limitation, applicable export control laws and regulations of the United States and other jurisdictions; and (iv) maintain a website privacy policy in compliance with Applicable Law. Customer is responsible for all activities conducted on its account or its Authorized Users’ accounts.
(c) Workflow Design Certification. Customer expressly acknowledges and agrees that it is responsible for determining whether its use of the system, Services, Reports, and data offered by and through the Services, including the timing of any request for, and use of, information contained in Reports delivered by Findigs, is compliant with Customer’s responsibilities under Applicable Law, including but not limited to the GLBA and the FCRA. Without limiting the foregoing, Customer expressly acknowledges and agrees that Findigs makes no representation that Customer’s use of the Services is compliant with Applicable Law.
(d) Records and Audits. Customer hereby consents to provide to Findigs any relevant books and records as needed to comply with (i) upstream consumer reporting agency and Third Party Credit Bureau requirements; (ii) Findigs’ requirements; or (iii) Applicable Law, in each case within ten (10) business days of Findigs’ request, unless an expedited response is required by Findigs. No more than once per calendar year, Customer may, at Findigs’ option, be subject to remote and/or onsite assessments of its information security controls and compliance by Findigs or its agent; provided, however that (x) Findigs provides reasonable prior notice of any such request for an audit and such inspection shall not be unreasonably disruptive to Customer’s business; (y) such assessment shall only be performed during business hours and occur no more than once per calendar year; and (z) such audit shall be restricted to data relevant to Findigs. Customer further acknowledges that access requirements may change from time to time and Customer agrees that its continued compliance with such updated requirements may be a condition precedent for continued service to Customer.
(e) Restrictions. Customer shall not, directly or indirectly, itself or through an agent, Authorized User, or third party (i) make the Services available to, or use the Services for the benefit of, anyone other than Customer, Applicants or Authorized Users, in each case solely as and to the extent such access and use is expressly and unambiguously permitted pursuant to an applicable Order Form; (ii) sell, resell, license, sublicense, distribute, rent, or lease the Services, or include the Services in a service bureau or outsourcing offering; (iii) use the Services to store or transmit infringing, libelous, unlawfully threatening or harassing, or otherwise unlawful or tortious material, or to store or transmit material in violation of third party privacy rights; (iv) use the Services or any Applicant Data or other data made available in connection with the Services to engage in a fraudulent, libelous, defamatory, scandalous, obscene, profane, violent, bigoted, discriminatory or otherwise unlawful or objectionable conduct; (v) use the Services to store or transmit malicious code; (vi) interfere with or disrupt the integrity or performance of the Services or any third party data contained therein; (vii) attempt to gain unauthorized access to the Services or any related systems or networks; (viii) permit direct or indirect access to or use of the Services in a way that circumvents a contractual usage limit; (ix) copy the Services or any part, feature, function, or user interface thereof; (x) frame or mirror any part of the Services, other than framing on Customer’s own intranets or otherwise for Customer’s own internal business purposes or as permitted in the Documentation; (xi) access the Services in order to build a competitive product or service; (xii) reverse engineer, disassemble, or decompile the Services; (xii) use or store the Services outside of the United States; or (xiii) allow access to the Services through terminals located outside of Customer’s operations.
(f) Updates. From time to time, Findigs may provide Updates and such Updates shall become part of the Services and subject to this Agreement; provided that Findigs shall have no obligation under this Agreement or otherwise to provide any such Updates. Customer understands that Findigs may make improvements and modifications to the Services at any time in its sole discretion.
(g) Third Party Service Providers. Customer acknowledges and agrees that the Service may operate on, with or using Third Party Services. In certain instances, Customer may be required to enter into a separate agreement with an applicable Third Party Service Provider for Third Party Services (including any Applicant Data, Customer Data, or other information relating thereto) and for complying with any applicable terms or conditions thereof. Any exchange of data or other interaction between Customer and a Third Party Service Provider is solely between Customer and such third party provider and is governed by such third party’s terms and conditions. Findigs does not make any representations or warranties with respect to Third Party Services or any Third Party Service Providers. Any agreements created between Customer and any Third Party Service Provider, whether or not through use of the Services, are not binding on Findigs, and Findigs is not liable for, or obligated to enforce, any such agreements.
(h) Change of Address or Ownership. Customer shall provide notice within ten (10) business days of any change in its mailing address or physical location(s). Notwithstanding any change of ownership or Control, Customer agrees to remain fully liable for the use of the Services and for all fees incurred in connection with the Services accessed under Customer’s authorized access, including access through Authorized Users’ accounts, until written notification is provided to Findigs and Findigs provides written confirmation of receipt. Customer understands that Customer may be required to credential any new entity, owners, or Control persons of such new entity and that Services are not guaranteed to be made available by Findigs to any successor.
(i) Termwise Services. For the avoidance of doubt and notwithstanding anything to the contrary in an Order Form or these General Terms, these General Terms do not apply to Termwise Services. Customer’s use of all Termwise Services is governed by and subject to the Placement Agreement.
Customerʼs access to and use of certain Services are subject to Service Specific Terms, which are fully incorporated herein and made part of the Agreement. To the extent that there is any conflict between these General Terms and the Service Specific Terms, the Service Specific Terms shall govern and control. To the extent that there is any conflict between the Service Specific Terms and the terms of any Order Form, the Order Form shall govern and control.
Customer’s use of the Services and interactionCustomer’s use of the Services and interactions with Applicants and Tenants may be subject to different laws, rules, regulations and standards with respect to Applicants and Tenants in certain states and jurisdictions. For more information about state-specific obligations, please review the State Specific Terms, which are hereby incorporated into these General Terms by reference. To the extent that there is any conflict between the State Specific Terms and any of these Mater Terms, the Service Specific Terms or the terms of any Order Form, the State Specific Terms shall govern and control.
(a) Applicant Screening and SOP. Customer acknowledges and agrees that certain jurisdictions may impose upon a landlord or property manager limitations on the type of information a landlord or property manager may consider in making its decision regarding the leasing of any property. Customer represents, warrants and covenants that it is and shall remain in compliance with all applicable laws, rules and regulations related to this Agreement, its performance under this Agreement, the selection and provision of Customer’s SOP and the process of screening and evaluating Applicants and Tenants. Customer hereby acknowledges and agrees that Customer is solely responsibility for the legality of the SOP and that Findigs shall have no liability with respect to the SOP, or Findigs’ implementation of same. Customer also certifies that Customer shall conduct an independent verification of the information contained in any Report provided to ensure that the Report pertains to an Applicant before Customer takes any adverse action against such Applicant.
(b) Customer Adjudications. Any communication with an Applicant concerning Customer’s decision to decline an application: (i) shall state that the decision is a consequence of the Applicant not meeting Customer’s internal policy rules; and (ii) shall not name Findigs as a source for implementation of Customer’s internal policy rules.
(c) Respective Compliance with Applicable Law. Each Party shall be responsible, on an ongoing basis, for its own compliance with all Applicable Law, which may include, but is not limited to, FCRA, GLBA and all other applicable privacy laws, “do not call” laws, the Drivers Privacy Protection Act (18 U.S.C. Section 2721 et seq.) and similar and/or associated state laws and regulations governing the use and disclosure of information to which it is subject. For the avoidance of doubt and notwithstanding anything to the contrary in this Agreement, changes in the performance of Findigs’ obligations under this Agreement necessitated by Findigs’ good faith interpretations of any Applicable Law or regulatory action or license rights shall not require Customer’s consent nor constitute a breach of this Agreement.
(d) Agreements Between Customer and Applicants/Tenants. For the avoidance of doubt, while the Services may relate to the selection, screening and evaluation of Applicants and Tenants, any agreements created between Customer and an Applicant or Tenant are not binding on Findigs, and Findigs is not liable for, or obligated to enforce, any such agreements.
(e) OFAC Screens and Public Records. In the event Customer obtains an OFAC Screen or other public record Services from Findigs in conjunction with a Consumer Report or as an appendix to an ancillary service, Customer shall be solely responsible for taking any action that may be required by Applicable Law as a result of a potential match to the OFAC Screen information or other public record information, and shall not deny or otherwise take any adverse action against any consumer which is based, in whole or in part, on Findigs’ OFAC Screen or any other public record information services. Such messages may be delivered with Consumer Report Information as a convenience, but are not part of a consumer’s file nor are they intended to be Consumer Reports.
(f) Certifications and Acknowledgements. Customer acknowledges it has received and understands, and shall comply with, its obligations under the “Notice to Users of Consumer Reports, Obligations of Users,” “Summary of Your Rights Under the Fair Credit Reporting Act,” and the “Identity Theft Summary of Rights.”
Neither Party shall use the other Party’s Confidential Information, except as permitted under this Agreement. Each Party agrees to maintain in confidence and protect the other Party’s Confidential Information using at least the same degree of care as such Party uses for its own information of a similar nature, but in all events at least a reasonable degree of care. Each Party agrees to take all reasonable precautions to prevent any unauthorized disclosure of the other’s Confidential Information, including, without limitation, disclosing Confidential Information only to such Party’s Representatives. Each Party shall be responsible for all acts and omissions of its Representatives. The foregoing obligations shall not restrict either Party from disclosing Confidential Information of the other Party pursuant to the order or requirement of a court, administrative agency or other governmental body, provided that the Party required to make such a disclosure gives reasonable notice to the other Party to enable them to contest such order or requirement. The restrictions set forth in this Section 6 shall remain in effect during the Term, and for five (5) years thereafter. The restrictions set forth in this Section 6 shall not apply with respect to any Confidential Information that: (a) was or becomes publicly known through no fault of the receiving Party; (b) was rightfully known or becomes rightfully known to the receiving Party without confidential or proprietary restriction from a source other than the disclosing Party who has a right to disclose it; (c) is approved by the disclosing Party for disclosure without restriction in a written document which is signed by a duly authorized officer of such disclosing Party; or (d) the receiving Party independently develops without access to or use of the other Party’s Confidential Information.
(a) Findigs Data. As between Customer and Findigs, Findigs retains all right, title and interest in and to all Findigs Data; provided, however, that Customer shall retain all right, title and interest in and to the Customer Data in accordance with Section 7(b) of these General Terms.
(b) Customer Data. Customer, not Findigs, shall have sole responsibility for the accuracy, quality, integrity, legality, reliability, appropriateness, and intellectual property ownership or right to use of all Customer Data and Customer acknowledges and agrees that Findigs shall have no liability with respect to the foregoing. Customer grants Findigs a nonexclusive, fully paid-up, royalty free, sublicensable, transferable right and license to use, display, modify, copy, translate, transcribe, reproduce, distribute, create derivative works of and process Customer Data during the applicable Service Term in connection with the Services and Findigs’ business. Except as permitted in this Agreement or an applicable Order Form, Findigs shall not disclose Customer Data to any third party in a manner that identifies Customer without Customer’s consent other than (i) to Findigs’ Affiliates; (ii) to Third Party Service Providers who use Customer Data for the benefit of Findigs or as required to provide Customer the Services; or (iii) as may be required by Applicable Law or legal process.
(c) Aggregated De-Identified Data. Notwithstanding anything to the contrary, Customer acknowledges and agrees that Findigs may (i) internally use and modify (but not disclose) Customer Data for the purposes of generating Aggregated De-Identified Data (as defined below); and (ii) freely use, retain and make available Aggregated De-Identified Data for Findigs’ business purposes (including without limitation, for purposes of improving, testing, operating, promoting and marketing Findigs’ products and services).
(d) Findigs Information Security Addendum. Findigs shall implement and maintain during the Term a comprehensive security program in accordance with the Information Security Addendum, which is hereby incorporated into this Agreement by reference.
(e) Customer Information Security. Customer shall implement and maintain a comprehensive information security program written in one or more readily accessible parts and that contains administrative, technical, and physical safeguards that are appropriate to the Customer’s size and complexity, the nature and scope of its activities, and the sensitivity of the information provided to the Customer by Findigs. Such safeguards shall include the elements set forth in 16 C.F.R. § 314.4 and shall be reasonably designed to: (i) insure the security and confidentiality of the information provided through Findigs; (ii) protect against any anticipated threats or hazards to the security or integrity of such information; and (iii) protect against unauthorized access to or use of such information that could result in substantial harm or inconvenience to any consumer.
(f) Security Incident Reporting. In the event of a suspected reportable security incident, Customer shall immediately notify Findigs in writing and comply with all compliance requirements of Applicable Law. Furthermore, in the event of a reportable security incident involving Reports due to the fault or negligence of Customer or Customer’s Authorized Users, employees, agents and/or representatives, Customer shall directly notify the affected consumers and the appropriate authorities and/or agencies and provide free credit monitoring to the consumers that were affected by such breach. Findigs reserves the right to step in and take over Customer’s obligations under this paragraph and Customer agrees to indemnify Findigs for the undertaking of such obligations.
Data provided by Findigs as part of Services may include information obtained from the DMF. Customer may only access information obtained from the DMF if Customer has a legitimate fraud prevention interest, or has a legitimate business purpose pursuant to an Applicable Law, governmental rule or fiduciary duty, and if Customer accesses any such information, Customer hereby certifies that it has such a legitimate interest and agrees that it shall specify the basis for certifying. Customer shall not disclose information derived from the DMF to any Applicant or consumer or to any third person, unless clearly required by Applicable Law. Customer shall comply with all Applicable Law including, with respect to DMF data, 15 CFR Part 1110. Recipients of DMF data that fail to comply with 15 CFR Part 1110 may be subject to, among other things, penalties under 15 CFR 1110.200 of $1,000 for each disclosure or use, up to a maximum of $250,000 in penalties per calendar year. If an individual claims that the SSA has incorrectly listed someone as deceased (or has incorrect dates/data on the DMF), the individual should be told to contact their local Social Security office (with proof) to have the error corrected. The local Social Security office shall:
(a) Make the correction to the main NUMIDENT file at the SSA and give the individual a verification document of the SSA’s current records to use to show any company, recipient/purchaser of the DMF that has the error; or
(b) Find that the SSA already has the correct information on the main NUMIDENT file and DMF (probably corrected sometime prior), and give the individual a verification document of the SSA’s records to use to show to any company subscriber/ purchaser of the DMF that had the error.
(a) Term. This Agreement is effective as of the Effective Date and shall continue for the Initial Term. Upon expiration of the Initial Term, the Agreement shall auto-renew for successive Renewal Terms unless terminated in accordance with this section.
(b) Termination and Non-Renewal. Upon commencement of the Initial Term or a Renewal Term, Customer may only terminate this Agreement and/or any Order Forms as expressly set forth in this Section 9(b) or by providing written notice of termination at least sixty (60) days prior to the end of the then-current Initial Term or Renewal Term.
(c) Termination for Breach. Either Party may immediately terminate this Agreement if the other Party breaches any material term of this Agreement and, if such breach is capable of cure, the breaching Party fails to cure such breach within twenty (20) days of written notice thereof. Without limiting the foregoing, Findigs may terminate this agreement immediately if it reasonably determines that Customer is not a legitimate business or does not have a permissible purpose to obtain a Report it has requested or has used a Report for a purpose other than the purposes specified herein.
(d) Effect of Termination; Survival. Upon termination or expiration of this Agreement (i) the Initial Term or Renewal Term and any applicable Order Form Term(s) shall end; (ii) all rights to use the Services granted to Customer hereunder shall immediately terminate, except that Customer may download applicable Customer Data and Applicant Screening Reports from the Findigs Portal during the Transition Period; (iii) Findigs shall disable Customer and all Authorized User access to the Services and may delete Customer Data and Applicant Screening Reports as of the date of termination; and (iv) any ongoing assistance that Customer requires following the termination of this Agreement shall be subject to additional fees and terms and conditions. Notwithstanding the foregoing, Customer acknowledges and agrees that during the Transition Period, Customer may export Customer Data and Applicant Screening Reports from the Findigs Portal and, following the expiration of the Transition Period, Findigs shall have no obligation to provide any export of Customer Data and/or Applicant Screening Reports. In the event that Customer does not utilize the Services for ninety (90) days, Findigs reserves the right to consider the Customer inactive and has no obligation to provide any export of Customer Data and Applicant Screening Reports following such ninety (90) day inactive period. Those provisions of this Agreement that by their terms or nature are intended to survive termination or expiration of this Agreement shall survive and remain in full force and effect, including, each in accordance with their respective terms and without limitation, the terms of Sections 1(b) (“Ownership of the Services”), 1(c) ("Feedback"), 2(b) ("Customer's Responsibilities"), 2(c) ("Workflow Design Certification"), 2(d) (“Records and Audits”), 2(e) (“Restrictions”), 2(g) ("Third Party Data Providers"), 3 ("Service Specific Terms"), 4 (“State Specific Terms”), 5 (“Compliance with Applicable Law, Certifications and Acknowledgements”), 6 (“Confidentiality”), 7 (“Data, Security and Incident Reporting”), 8 (“Death Master File”), 10 (“Fees”) with respect to all amounts outstanding as of the effective date of termination, 11 (“Representations and Warranties; Disclaimers”), 12 (“Indemnification”), 13 (“Limitation of Liability”) and 14 (“Miscellaneous”) of these General Terms, and this Section 9(d) (“Effect of Termination; Survival”).
Customer agrees to pay all Fees set forth in the applicable Order Form or any applicable invoice in accordance with the payment terms therein. Unless otherwise specified in an applicable Order Form or invoice, Customer shall pay all Fees within thirty (30) days from receipt of invoice. If Findigs cannot charge Customer’s selected payment method for any reason (such as expiration or insufficient funds), Customer remains responsible for any undisputed uncollected amounts. If Customer fails to make any payment when due, late charges shall accrue at the rate of one and one half percent (1.5%) per month or, if lower, the highest rate permitted by Applicable Law and Findigs may suspend the Services until all payments are made in full. Customer shall reimburse Findigs for all reasonable costs and expenses incurred (including reasonable attorneys’ fees) in collecting any late payments or interest.
(a) Power and Authority. Each Party represents and warrants that: (a) it has the legal right and authority to enter into this Agreement and to perform its obligations under this Agreement; and (b) it shall comply with all Applicable Law in its performance, in the case of Findigs, and use, in the case of Customer, of the Services.
(b) Performance of the Services. Findigs represents and warrants that the Services shall be performed in a good, workmanlike manner in accordance with generally accepted industry standards. For any breach of the foregoing warranty, Customer’s exclusive remedy and Findigs’ entire liability shall be, at Findigs’ discretion, as applicable: (a) reperformance of the Services; or (b) if Findigs cannot substantially correct such breach, Findigs may terminate the relevant Order Form and refund to Customer any fees Customer has paid to Findigs for the deficient Services.
(c) Use of Applicant Data. Customer represents, warrants and covenants that it shall not use Applicant Data for any purpose other than screening potential Applicants for renting a property owned or managed by Customer.
(d) Customer Data. Customer represents and warrants that it has all rights necessary to provide the Customer Data to Findigs as contemplated hereunder, in each case without any infringement, violation or misappropriation of any third party rights (including, without limitation, intellectual property rights and rights of privacy).
(e) General Disclaimer. EXCEPT AS EXPRESSLY SET FORTH HEREIN AND TO THE EXTENT PERMITTED BY APPLICABLE LAW, FINDIGS PROVIDES THE SERVICES ON AN “AS IS”, “AS AVAILABLE” BASIS. TO THE EXTENT PERMITTED BY LAW, FINDIGS AND ITS SUPPLIERS AND LICENSORS, INCLUDING, WITHOUT LIMITATION, ALL THIRD PARTY CREDIT BUREAUS, DISCLAIM ALL OTHER REPRESENTATIONS AND WARRANTIES OF ANY KIND, EXPRESS, STATUTORY OR IMPLIED, INCLUDING WITHOUT LIMITATION, ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, CUSTOM, TRADE, COURSE OF DEALING, QUIET ENJOYMENT, NONINFRINGEMENT, AVAILABILITY OR ACCURACY OF INFORMATION. FINDIGS DOES NOT WARRANT THAT THE SERVICES WILL BE AVAILABLE, WILL MEET CUSTOMER’S REQUIREMENTS OR WILL OPERATE IN AN UNINTERRUPTED, ERROR-FREE OR COMPLETELY SECURE MANNER OR THAT ERRORS OR DEFECTS WILL BE CORRECTED. TO THE EXTENT PERMITTED BY APPLICABLE LAW, FINDIGS DOES NOT MAKE ANY REPRESENTATIONS, WARRANTIES, OR CONDITIONS REGARDING THE USE OR THE RESULTS OF THE USE OF THE SERVICES, IN TERMS OF THEIR ACCURACY, RELIABILITY, TIMELINESS, COMPLETENESS, OR OTHERWISE. FINDIGS MAKES NO REPRESENTATIONS OR WARRANTIES ABOUT THE LEGALITY OR PROPRIETY OF THE USE OF THE SERVICES IN ANY GEOGRAPHIC AREA. TO THE EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT SHALL FINDIGS HAVE ANY LIABILITY FOR EVENTS OR CAUSES BEYOND ITS REASONABLE CONTROL.
(f) DMF and Consumer Report Information. None of Findigs, Third Party Credit Bureaus or the United States government, including, without limitation, NTIS: (i) make any warranties, express or implied, with respect to Consumer Report Information made available, including, but not limited to, implied warranties of merchantability and fitness for any particular use; (ii) assume any liability for any direct, indirect or consequential damages flowing from any use of any part of the DMF, including infringement of third party intellectual property rights; and (iii) assume any liability for any errors or omissions in the DMF. Customer acknowledges and agrees that the DMF has inaccuracies and NTIS and the SSA, which provides the DMF to NTIS, do not guarantee the accuracy of the DMF. The SSA does not, for example, have a death record for all deceased persons. Therefore, the absence of a particular person on the DMF is not proof that the individual is alive. Further, in rare instances, it is possible for the records of a person who is not deceased to be included erroneously in the DMF.
(g) Criminal and Eviction History Information. Due to the nature of public records, Customer acknowledges there will be instances where, either: (i) no identifying information is reported to match the Applicant on which a Report is sought, but the Applicant does in fact have public record information; or (ii) identifying information appears to match the Applicant on which a Report is sought, but such information may not pertain to the Applicant.
(h) Customer Adjudications. Customer acknowledges and agrees that any messages to be returned on Reports (whether by default or otherwise) regarding criminal records, including but not limited to when arrest records are found that do not meet the criteria established by the Customer, are the outcome of Customer’s screening requirements and policy. Customer is solely responsible for any decisions it makes based on such requirements and policy as well as any Reports provided by Findigs and/or its Affiliates to the extent based on such messages.
(a) Mutual Indemnification Obligations. Each Party (the “Indemnifying Party”) shall indemnify, defend and hold the other Party and its parent companies, subsidiaries, Affiliates, shareholders, member, manager, officers, directors, employees, agents and representatives (collectively, and together with such indemnified Party, the “Indemnified Parties”) harmless from and against any and all Losses, arising from or relating to, any actual or alleged breach of any of the Indemnifying Party’s express representations and warranties in this Agreement or the Indemnifying Party’s gross negligence or willful misconduct.
(b) Intellectual Property Infringement. Findigs shall indemnify, defend and hold Customer’s Indemnified Parties harmless from and against any and all Losses arising from or relating to an allegation that Customer’s use of the Services as permitted under this Agreement infringes a patent, copyright, or trademark or misappropriates a trade secret of any third party (each, an “Infringement Claim”). Customer understands that Findigs has no obligation to indemnify Customer for any Infringement Claim to the extent arising out of or in connection with (i) modification to the Services by any Party other than Findigs; (ii) Customer’s use of the Services other than as authorized by this Agreement and the Documentation; (iii) Customer’s failure to use updated or modified Services that Findigs makes available to Customer that would have avoided or mitigated the Infringement Claim; (iv) Customer’s failure to stop using the Services after receiving written notice to do so from Findigs in order to avoid further infringement or misappropriation; or (v) the combination, operation, or use of the Services with equipment, devices, software, systems, or data that Findigs did not supply. If Customer’s use of the Services is, or in Findigs’ reasonable opinion is likely to be, subject to an Infringement Claim under this Section 12(b), Findigs may, at its sole option and at no charge to Customer (and in addition to Findigs’ indemnity obligation to Customer in this Section 12(b)): (i) procure for Customer the right to continue using the Services; (ii) replace or modify the Services so that it such Services are non-infringing and substantially equivalent in function to the original Services; or (iii) if options (i) and (ii) above are not commercially practicable in Findigs’ reasonable estimation, Findigs can terminate this Agreement and all licenses granted hereunder (in which event, Customer shall immediately stop using the Services) and refund the fees for the Services that Customer pre-paid for the remainder of the then-current Term. This Section 12(b) sets forth Findigs’ sole and exclusive options, and Customer’s sole and exclusive remedies, with respect to Infringement Claims or any other claims of infringement or misappropriation of third party intellectual property, proprietary or other rights.
(c) Customer Compliance. Customer shall indemnify, defend and hold Findigs’ Indemnified Parties harmless from and against any and all Losses arising from or relating to: (a) Customer’s violation of this Agreement; (b) Customer’s breach of Section 2(e) (“Restrictions”); or (c) an allegation of Customer’s non-compliance with Applicable Law, including but not limited to, consumer reporting and Applicant screening laws, the FCRA, Americans with Disabilities Act and the Fair Housing Act.
(d) Customer Data and Applicant Data. Customer shall indemnify, defend and hold harmless Findigs’ Indemnified Parties from and against any and all Losses arising from or relating to: (a) Customer Data; (b) Applicant Data provided by or on behalf of Customer; (c) Customer’s use, disclosure, sale or transfer of Customer Data; or (d) Findigs’ use of Customer Data as permitted in this Agreement.
(e) Customer Adjudications. Customer shall indemnify, defend and hold Findigs’ Indemnified Parties harmless from and against all Losses arising from or in connection with: (a) any interaction between Customer and any Applicant or Tenant, including, without limitation (i) Customer’s decision of whether or not to rent property to a particular Applicant; (ii) any rental or failure to rent, to any Applicant; and (iii) the terms of such rental; or (b) any screening outcome provided by Findigs based upon Customer’s screening requirements or policies and/or any decision by Customer with respect to a particular Applicant or Tenant, including, without limitation, regarding the provision of or refusal to provide housing services.
(f) Use of DMF. Customer shall indemnify, defend and hold Findigs’ Indemnified Parties, all Third Party Credit Bureaus and the United States government, including, without limitation, NTIS, harmless from and against all claims, demands, damages, expenses, and losses, whether sounding in tort, contract, or otherwise, arising from or in connection with Customer or Customer’s employees, contractors or subcontractors use of the DMF, including, without limitation, any and all claims or liabilities arising from intellectual property rights.
(g) Indemnification Procedure. The Indemnifying Party may not settle any indemnified claim against the Indemnified Parties with the prior written consent of the Indemnified Parties unless the settlement unconditionally releases Indemnified Parties of all liability. Each Indemnifying Party’s indemnification obligations hereunder shall be conditioned upon the Indemnified Parties providing the Indemnifying Party with: (i) prompt written notice of any claim for indemnification (provided that a failure to provide such notice shall only relieve the Indemnifying Party of its indemnity obligations if the Indemnifying Party is materially prejudiced by such failure); (ii) the option to assume sole control over the defense and settlement of any claim (provided that the Indemnified Parties may participate in such defense and settlement at their own expense); and (iii) reasonable information and assistance in connection with such defense and settlement (at the Indemnifying Party’s expense). The Indemnifying Party shall pay all damages and costs (including reasonable legal fees) finally awarded by a court of final appeal attributable to such indemnified claim, provided that the Indemnified Parties notify the Indemnifying Party in writing of any such indemnified claim as soon as reasonably practicable.
TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT SHALL EITHER PARTY OR ANY OF THEIR SUPPLIERS OR LICENSORS, INCLUDING, WITHOUT LIMITATION, ANY THIRD PARTY CREDIT BUREAUS, HAVE ANY LIABILITY TO THE OTHER PARTY FOR ANY INDIRECT, SPECIAL, INCIDENTAL, PUNITIVE, OR CONSEQUENTIAL DAMAGES (INCLUDING FOR LOSS OF PROFIT, REVENUE, OR DATA) ARISING OUT OF OR IN CONNECTION WITH THE SERVICES OR THIS AGREEMENT, HOWEVER CAUSED, AND UNDER WHATEVER CAUSE OF ACTION OR THEORY OF LIABILITY BROUGHT (INCLUDING UNDER ANY CONTRACT, NEGLIGENCE, OR OTHER TORT THEORY OF LIABILITY) EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. TO THE EXTENT PERMITTED BY APPLICABLE LAW, FINDIGS’ TOTAL CUMULATIVE LIABILITY TO CUSTOMER, ANY APPLICANT OR TENANT, ANY OF CUSTOMER’S INDEMNIFIED PARTIES OR ANY THIRD PARTY ARISING OUT OF OR IN CONNECTION WITH THE SERVICES OR THIS AGREEMENT, FROM ALL CAUSES OF ACTION AND ALL THEORIES OF LIABILITY, SHALL BE LIMITED TO AND SHALL NOT EXCEED THE LESSER OF (I) THE FEES PAID OR PAYABLE BY CUSTOMER TO FINDIGS FOR THE TWO (2) MONTHS PRECEDING THE CLAIM; OR (II) FIVE THOUSAND DOLLARS ($5,000.00) USD. THE PARTIES AGREE THAT THIS SECTION 13 REPRESENTS A REASONABLE ALLOCATION OF RISK.
(a) Governing Law and Arbitration. This Agreement shall be governed by and construed in accordance with the laws of the State of New York, excluding its conflicts of law rules. Any controversy or claim arising out of or relating to this contract, or the subject matter or breach thereof, shall be settled by arbitration administered in English and in New York, New York, in accordance with the Streamlined Arbitration Rules and Procedures of JAMS then in effect, by one commercial arbitrator with substantial experience in resolving intellectual property and commercial contract disputes, who shall be selected from the appropriate list of JAMS arbitrators in accordance with such Rules. Judgment on the award rendered by the arbitrator may be entered in any court having jurisdiction thereof. Notwithstanding the foregoing obligation to arbitrate disputes and regarding exclusive jurisdiction and venue, Findigs shall have the right to pursue injunctive or other equitable relief any time, from any court of competent jurisdiction.
(b) Relationship of the Parties. The Parties shall at all times perform their respective obligations pursuant to this Agreement as independent contractors. The Parties acknowledge that this is a business relationship based on express provisions of this Agreement and no partnership, joint venture, employment, agency, fiduciary, or other similar relationship is intended or created by this Agreement. Neither Party is the legal representative or agent of, nor has the power or right to obligate, direct, or supervise the daily affairs of the other Party, nor shall either Party act or represent or hold itself out as such. The rights, duties, obligations, and liabilities of the Parties shall be several and not joint, each Party being individually responsible only for its obligations as set forth in this Agreement.
(c) Marketing. Customer hereby grants Findigs a non-exclusive license to reproduce and use Customer’s name and/or logo in customer lists, on Findigs’ public-facing website, and otherwise in Findigs’ marketing materials. Additionally, from time to time, Customer also agrees to participate in case studies as reasonably requested by Findigs.
(d) Assignment. Neither Party may assign any of its rights or obligations hereunder, whether by operation of law or otherwise, without the prior written consent of the other Party (not to be unreasonably withheld). Notwithstanding the foregoing, either Party may assign this Agreement in its entirety, without consent of the other Party, in connection with a merger, acquisition, corporate reorganization, financing in whole or in part, or sale of all or substantially all of its assets or equity. Subject to the foregoing, this Agreement shall bind and inure to the benefit of the Parties, their respective successors and permitted assigns. Notwithstanding the foregoing or anything to the contrary in this Agreement, Customer shall provide thirty (30) days’ written notification to Findigs in the event of any anticipated change in ownership or Control (including any change in Control pursuant to a management contract) of Customer authorized to receive Services hereunder.
(e) Amendment; Waiver. No modification, amendment or waiver of any provision of this Agreement shall be effective unless in writing and signed or issued by Findigs. No failure or delay by either Party in exercising any right, power or remedy under this Agreement, except as specifically provided herein, shall operate as a waiver of any such right, power or remedy.
(f) Force Majeure. Neither Party shall be responsible for any failure or delay in its performance under this Agreement due to causes beyond its reasonable control, including, without limitation, acts of God, strikes, lockouts, riots, acts of war, epidemics, government action, communication line failure, and power failures and any other similar or dissimilar causes.
(g) Notices. All notices between the Parties shall be in writing and shall be deemed to have been given if personally delivered or sent by certified mail (return receipt requested), electronic mail or facsimile, to the other Party’s current or last known address. Notices shall be deemed effective upon receipt if personally delivered, three (3) business days after it was sent if by certified mail, or one (1) business day after it was sent if by electronic mail or facsimile.
(h) Severability. If any provision of this Agreement is held by a court of competent jurisdiction to be contrary to law, such provision shall be changed and interpreted so as to best accomplish the objectives of the original provision to the fullest extent allowed by law and the remaining provisions of this Agreement shall remain in full force and effect.
(i) Interpretation; Complete Understanding. Headings or titles to sections or subsections in the Agreement are for convenience of reference only and shall not affect the meaning or interpretation of the Agreement or any part thereof. This Agreement, including all Order Form(s), Service Specific Terms, State Specific Terms, the Information Security Addendum, Documentation and all appendices and exhibits to the Agreement, constitutes the entire agreement and understanding of the Parties with respect to the subject matter of this Agreement, and supersedes any and all prior understandings and agreements, whether oral or written, between the Parties with respect to the subject matter of this Agreement.
(j) Electronic Signature. Each Party agrees that the electronic signatures, whether digital or encrypted, of the Parties included in this Agreement, if any, are intended to authenticate this writing and to have the same force and effect as manual signatures.
The following terms have the following meanings when used in the Agreement:
“Affiliate” means, only for so long as such Control exists, an entity that Controls, is Controlled by or is under common Control with a Party.
“Aggregated De-Identified Data” means data submitted to, collected by, or generated by Findigs in connection with Customer’s use of the Services, but only in aggregate, de-identified form which does not identify Customer.
“APIs” means application programming interfaces.
“Applicable Law” means laws, treaties, rules and regulations applicable to the performance of a Party’s obligations under the Agreement.
“Applicant” or “Tenant” means any prospective applicant, applicant or current renter of a property owned or managed by Customer submitted by or on behalf of Customer or an Authorized User through the Services.
“Applicant Data” means all data submitted by or about Applicant to Findigs.
“Applicant Screening” means features of the Services that enable information regarding Applicants, but without any provision of decisions or recommendations, that Customer can use to facilitate housing eligibility determinations.
“Applicant Screening Reports” or “Reports” means any reports provided to Customer through provision of the Services for the purpose of screening and verification of Applicants to rent a property owned or managed by Customer.
“Authorized User” means an individual who is authorized by Customer to use the Services, for whom Customer has ordered the Services, as specified in the Order Form, or who signs up for the Services using a Customer email address.
“Confidential Information” means any business or technical information that either Party discloses to the other Party, in writing, orally, or by any other means, that should reasonably have been understood by the receiving Party due to “confidential” and similar markings, the circumstances of disclosure, or the nature of the information itself, to be proprietary and confidential to the other Party, including, without limitation, computer programs, code, algorithms, data, know-how, formulas, processes, ideas, inventions (whether patentable or not), schematics and other technical, business, financial, and product development plans, names and expertise of employees and consultants, and customer lists.
“Consumer Report Information” means information contained in Consumer Reports, including information sourced from consumer reporting databases such as credit, criminal and other public record information.
“Consumer Report Policies” means certain policies applicable to Consumer Reports that are required by consumer reporting databases made available at https://www.transunion.com/customer-support/contact-us-consumers, as may be updated from time to time, which are hereby incorporated into the Agreement by reference and may be updated from time to time.
“Consumer Reports” means a report furnished by a consumer reporting agency that bears on an individual’s creditworthiness, credit standing and credit capacity for use to determine the individual’s eligibility for credit or for any other purpose permitted under applicable fair credit reporting laws.
“Control” and its derivatives “Controlled” and “Controls” means direct or indirect ownership of fifty percent (50%) or more of the stock or other equity or voting interests of an entity.
“Customer Data” means all property data or information submitted by Customer to Findigs through the Services.
“DMF” means the Death Master File made available by the US Department of Commerce National Technical Information Service and subject to regulations found at 15 CFR Part 1110.
“Documentation” means any manuals, documentation, and other supporting materials related to the Services that Findigs provides to Customer or that Customer can access under this Agreement. Documentation is considered part of the Services.
“Effective Date” means the date specified in the applicable Order Form.
“Feedback” means ideas, suggestions, comments or other feedback submitted or made available to Findigs with respect to the Services or any other Findigs offerings.
“Fees” means any amounts due to Findigs under an Order Form or invoice.
“Findigs Data” means all data collected by Findigs through or related to the operation of the Services, including, without limitation, Applicant Data and performance and usage metrics and analysis.
“Findigs Party” means the Findigs entity identified in an applicable Order Form.
“Findigs Portal” means the Findigs Property Management User Interface through which Customer may access and interact with the Services.
“GLBA” means the Gramm-Leach-Bliley Act of 1999, as amended, and all implementing regulations thereunder, including the Privacy Rule and Safeguards Rule.
“Information Security Addendum” means Findigs’ Information Security Addendum available at https://www.findigs.com/legal/information-security-addendum, as updated and amended from time to time.
“Initial Term” means an initial term of 12-months or such other period specified in an applicable Order Form.
“Losses” means third party claims, costs, proceedings, demands, losses, damages, and expenses (including, without limitation, reasonable attorney’s fees and legal costs, which will be reimbursed as incurred) of any kind or nature.
“NTIS” means the United States Department of Commerce’s National Technical Information Service.
“OFAC” means the United States Department of the Treasury’s Office of Foreign Assets Control.
“OFAC Screen” means a screen to check a person, entity or transaction against the sanctions lists maintained by OFAC, including the Specially Designated Nationals and Blocked Persons List and any other applicable OFAC sanctions lists.
“Order Form” means the written order form or Findigs online ordering process entered into by the Parties that incorporates these General Terms by reference.
“Placement Agreement” means the Deposit Replacement Coverage Placement Agreement available at https://www.findigs.com/legal/termwise-placement-agreement, as may be updated or amended from time to time.
“Renewal Term” means a term of twelve (12) months.
“Representatives” means a Party’s employees, independent contractors, consultants and legal and financial advisors: (a) with a need to know Confidential Information of the other Party; (b) who are parties to appropriate agreements sufficient to comply with the requirements of Section 6 of these General Terms; and (c) who are informed of the nondisclosure obligations imposed by Section 6 of these General Terms.
“Services” means the services made available to Customer by Findigs pursuant to an applicable Order Form, excluding any Termwise Services.
“Service Specific Terms” means additional terms and conditions applicable to the use of certain Services as identified in an applicable Order Form.
“Service Term” means the term for which Services will be made available to Customer by Findigs as set forth in an applicable Order Form.
“SOP” means Customer’s requirements and policies for the evaluation of Applicants and Tenants, including, without limitation, as may be set forth through rules or standard operating procedures provided to Findigs by Customer dictating how Report content, such as credit, eviction and criminal records, are filtered, categorized, and/or displayed on a Report.
“SSA” means the United States Social Security Administration.
“State Specific Terms” means the State Specific Terms and Conditions available at https://www.findigs.com/legal/state-specific-terms-and-conditions, as may be updated and amended from time to time.
“Term” means, collectively, the Initial Term and all Renewal Terms, subject to termination in accordance with Section 9 of these General Terms.
“Termwise Services” means Findigs’ Deposit Replacement Coverage program and any other services identified as Termwise offerings in an applicable Order Form.
“Third Party Credit Bureau” means any third party credit reporting agency that provides information to Findigs in connection with the preparation of Consumer Reports which may include, for example, TransUnion.
“Third Party Services” means APIs and/or other services, operated or provided by third parties, including without limitation through integrations or connectors that are provided by Findigs, including services offered through the Services that are, in each case, created, offered, supported or otherwise maintained by third parties unaffiliated with Findigs or its Affiliates.
“Third Party Service Provider” means any provider of Third Party Services.
“Transition Period” means the period of sixty (60) days following the effective date of termination of this Agreement.
“Updates” means upgrades, patches, enhancements or fixes for the Services that Findigs provides to its customers generally without additional charge.
