Business Credit Reports by IndustryCreditReports.com

Disclaimer & License

NOTERESTRICTED LICENSE. 1st Commercial Credit, LLC, Affiliates, Data Source providers and web sites owned by 1st Commercial Credit, LLC including IndustryCreditReports.com and PickaTruckload.com [Service Provider] hereby grants to Customer a license to use all Service Provider’s services, both currently existing and as may become available in the future, subject to the restrictions and limitations set forth below:

(i) Generally. Service Provider hereby grants to Customer a restricted license to use the Service Provider Services solely for Customer’s own internal business purposes. Customer represents and warrants that all of Customer’s use of the Service Provider Services shall be for only legitimate purposes relating to its business and as otherwise governed by the Agreement. Customer shall not use the Service Provider’s Services for marketing purposes or resell or broker the Service Provider Services to any third party. Customer agrees that if Service Provider determines or reasonably suspects that Customer is engaging in marketing activities, reselling or brokering the Service Provider Services' information, programs, computer applications, or data, or is otherwise violating any provision of this Agreement, or any of the laws, regulations, or rules described herein, Service Provider may take immediate action, including terminating the delivery of, and the license to use, the Service Provider Services. Customer shall not access the Service Provider Services from Internet Protocol addresses located outside of the United States and its territories without Service Provider ’s prior written approval. Customer may not use data to create a competing product. Customer shall comply with all laws, regulations and rules which may, in Service Provider ’s opinion, govern the use of the Service Provider Services and information provided therein.

(ii) Copyrighted Materials. Customer shall not remove or obscure the copyright notice or other notices contained on materials accessed through the Service Provider’s Services.

(iii) Use of Services. Customer certifies that it will use the data and/or information obtained through the Service Provider’s Services solely in connection with present or prospective credit, financial, or risk management transactions with the business entities to which the Customers’ inquiries relate. Customer also certifies that it will not use any of the information it receives through the Service Provider’s Services for any of the following purposes: (1) in establishing a consumer’s eligibility for credit or insurance to be used primarily for personal, family or household purposes or in connection with the review or collection of an existing credit account of a consumer; (2) for employment purposes; (3) in connection with a determination of a consumer’s eligibility for a license or other benefit granted by a government agency; (4) as a potential investor or servicer, or current insurer, in connection with a valuation of, or assessment of credit or prepayment risks associated with, an existing credit obligation; or, (5) for any other purpose deemed to be a permissible purpose under the Fair Credit Reporting Act.

(iv) Disputes. Customer shall refer all third parties who have questions or disputes about information in the Service Provider Services to Service Provider.

2. SECURITY. Customer shall (a) restrict access to Service Provider’s Services to those employees who have a need to know as part of their official duties; (b) ensure that none of its employees (i) obtain and/or use any information from the Service Provider’s Services for personal reasons, or (ii) transfer any information received through the Service Provider’s Services to any third party except as permitted hereunder or required by law; (c) immediately notify Service Provider to deactivate the user identification number of any employee who no longer has a need to know, or terminated employees on or prior to the date of termination; (d) keep all user identification numbers confidential and prohibit the sharing of user identification numbers; (e) in addition to any obligations contained herein, take all commercially reasonable measures to prevent unauthorized access to, or use of, the Service Provider’s Services or data received therefrom, whether the same is in electronic form or hard copy, by any person or entity; (f) be capable of receiving the Service Provider’s Services where the same are provided utilizing so-called ‘secure socket layer’, or such other means of secure transmission deemed reasonable by Service Provider ; and (g) not access and/or use the Service Provider Services via mechanical, programmatic, robotic, scripted or other automated search means, other than through batch or machine-to-machine applications approved by Service Provider .

3. PERFORMANCE. Service Provider will use reasonable efforts to deliver the Service Provider Services requested by Customer and to compile information gathered from selected public records and other sources used in the provision of the Service Provider Services; provided, however, that Customer accepts all information "AS IS." Customer acknowledges and agrees that Service Provider obtains their data from third-party sources, which may or may not be completely thorough and accurate, and that Customer shall not rely on Service Provider for the accuracy or completeness of information supplied through the Service Provider’s Services. Service Provider reserves the right to add materials and features to, and to discontinue offering any of the materials and features that are currently a part of, the Service Provider Services.
4. DISCLAIMER OF WARRANTIES/LIMITATION OF LIABILITY. For purposes of indemnification, disclaimer of warranties, and limitations on liability, Service Provider , its subsidiaries , and its third party data providers are hereby collectively referred to as “Service Provider .” Customer acknowledges that Service Provider maintains several databases updated on a periodic basis, and that Service Provider does not undertake a separate investigation for each inquiry or request for Services made by Customer. Customer also acknowledges that the prices Service Provider charges for the Services are based upon Service Provider’s expectation that the risk of any loss or injury that may be incurred by use of the Services will be borne by Customer and not Service Provider . Customer therefore agrees that it is responsible for determining that the Services are in accordance with Service Provider’s obligations under this Agreement. If Customer reasonably determines that the Services do not meet Service Provider’s obligations under this Agreement, Customer shall so notify Service Provider in writing within ten days after receipt of the Services in question. Customer’s failure to so notify Service Provider shall mean that Customer accepts the Services as is. If Customer so notifies Service Provider within ten days after receipt of the Services, then, unless Service Provider reasonably disputes Customer’s claim, Service Provider shall, at its option, either re-perform the Services in question or issue Customer a credit for the amount Customer paid to Service Provider for the nonconforming Services.

SERVICE PROVIDER’S REPERFORMANCE OF THE NONCONFORMING SERVICES OR THE CREDIT FOR ANY FEES CUSTOMER HAS PAID FOR SUCH NONCONFORMING SERVICES SHALL CONSTITUTE CUSTOMER’S SOLE REMEDY AND SERVICE PROVIDER’S MAXIMUM LIABILITY UNDER THIS AGREEMENT.

Service Provider does not make and hereby disclaims any warranty, express or implied, with respect to the Service Provider Services provided hereunder. Service Provider does not guarantee or warrant the correctness, completeness, merchantability, or fitness for a particular purpose of the Service Provider Services or information provided therein. In no event shall Service Provider be liable for any indirect, incidental, or consequential damages, however arising, incurred by Customer from receipt or use of information delivered hereunder or the unavailability thereof.

5. INDEMNIFICATION. Customer hereby agrees to protect, indemnify, defend, and hold harmless Service Provider from and against any and all costs, claims, demands, damages, losses, and liabilities (including attorneys' fees and costs) arising from or in any way related to use of information received by Customer (or any third party receiving such information from or through Customer) furnished by or through Service Provider .

6. AUDIT. Customer understands and agrees that in order to ensure compliance with the terms and conditions of this Agreement, Service Provider may conduct periodic reviews of Customer’s use of the Service Provider Services and may, upon reasonable notice, audit Customer’s records, processes and procedures related to Customer’s use, storage and disposal of Service Provider Services and information received therefrom. Customer agrees to cooperate fully with any and all audits. Violations discovered in any review and/or audit by Service Provider will be subject to immediate action including, but not limited to, suspension or termination of the license to use the Service Provider Services, reactivation fees, legal action, and/or referral to federal or state regulatory agencies.