AGREEMENT FOR ARPVERIFY SERVICES
IMPORTANT: ARPVERIFY (“ARPVERIFY”) A TRADING NAME OF MUTUAL ADVANTAGE LTD., IS WILLING TO LICENSE THE RIGHT FOR YOU TO USE THE SERVICES PROVIDED BY THE ARPVERIFY CONTACT DATA VERIFICATION PLATFORM (“arpV SERVICES”) TO YOU ONLY UPON THE CONDITION THAT YOU, EITHER AS AN INDIVIDUAL OR A DULY AUTHORIZED REPRESENTATIVE FOR AN ENTITY, ACCEPT ALL OF THE TERMS CONTAINED IN THIS AGREEMENT (“AGREEMENT”). PLEASE READ THE TERMS OF THIS AGREEMENT AND ANY PROVIDED SUPPLEMENTAL TERMS CAREFULLY. BY CLICKING ON THE “I ACCEPT” BUTTON WHERE INDICATED OR INSTALLING, COPYING OR OTHERWISE USING THE arpV SERVICES, YOU AGREE TO THE TERMS OF THIS AGREEMENT. IF YOU DO NOT AGREE WITH ALL OF THE TERMS OF THIS AGREEMENT, SELECT THE “I DECLINE” BUTTON WHERE INDICATED AND YOU SHALL NOT INSTALL, COPY OR OTHERWISE USE THE arpV SERVICES AND WILL RETURN ANY MATERIALS TO ARPVERIFY. YOU SHOULD MAINTAIN A COPY OF THIS LICENSE FOR YOUR RECORDS.
Specific terms used in this Agreement will have the following definitions:
arpV Services: All software services made available by arpVerify or its authorized distributors to You, including, without limitation:
(i) any related applications that allow connectivity to the arpV Services;
(ii) written documentation or other forms, including API’s and
(iii) all updates, replacements, revisions, enhancements, additions, conversions, modifications, copies, derivative works, inventions, discoveries, patentable or copyrightable matter, concepts, expertise, techniques, patents, copyrights, trade secrets and other related legal rights of the foregoing items.
Billable Transaction: A verification request sent by You that results in a completed response from arpV Services, excluding un-authenticated requests or service unavailable responses, which are not billable transactions.
Contact Data: Includes any combination of email address, postal address, phone number, IP Address, Name
Monthly Billable Period or Monthly Account: A period of time which starts on the date a payment is made and ends the day before another monthly billable period begins, examples are; 00:00:00, February 15th to 23:59:59 March 14th and 00:00:00, December 15th to 23:59:59, January 14th.
Term: This Agreement becomes effective only after You have set up an arpVerify account and terminates once You stop using arpV Services and arpVerify have confirmed receipt of final payment for all outstanding fees due arpVerify.
- License and Services.
Subject to the terms and conditions of the Agreement and provided all fees have been paid for the arpV Services, arpVerify hereby grants You a non-exclusive, non-transferable, worldwide right to access the arpV Services, solely for Your internal business purposes. The login and password can only be used by You and cannot be shared or used by more than one individual.
You may not:
(i) modify, change or create any derivative works of the arpV Services, including translation or localization;
(ii) copy, decompile, disassemble, decrypt, reverse engineer, or otherwise attempt to derive the source code for the arpV Services (except to the extent applicable laws specifically prohibit such restriction);
(iii) redistribute, encumber, sell, rent, lease, sub-license, display, publish, disclose or otherwise transfer rights to the arpV Services, in whole or in part, to any other person or entity;
(iv) remove or alter any trademark, logo, copyright or other proprietary notices, legends, symbols or labels in the arpV Services;
(v) interfere with or disrupt the integrity or performance of the arpV Service or the data contained therein; or
(vi) attempt to gain unauthorized access to the service or its related systems or networks.
All rights not expressly granted herein are reserved to arpVerify. The Service Level Uptime Offering for the arpV Services is set forth in Section 16.
- Payment; Pricing.
You shall be required to set up an account with arpVerify prior to using the arpV Services. arpVerify will require credit card payments, arpVerify requires pre-payment by You unless arpVerify agrees, in its sole discretion and in writing to accept payment via cheque or invoice. If You have provided a credit card as your payment method, You hereby authorize arpVerify to charge at the time of use for pre-payment and/or all amounts due or, in the alternative, arpVerify may, in its sole discretion, charge your card at the beginning of each Monthly Billable Period for services used by You during the previous Monthly Billable Period. If You do not pay arpVerify for services when due or if Your credit card is declined at any time, arpVerify has the option to suspend the provision of services immediately until such amounts are paid.
By using the arpV Services, You agree to pay arpVerify costs for Contact Data verifications services based on pricing listed at http://www.arpverify.com except in situations where You have executed a separate Pricing Agreement, for Contact Data verification services rendered, in which case You agree to pay in accordance with that Pricing Agreement. If no separate Pricing Agreement exists, you will be billed and agree to pay for the highest number of Contact Data verification requests or usage submitted to arpVerify between email address, postal address, phone number, IP Address, and / or Name per the pricing listed at http://www.arpverify.com. In addition, if you do not call arpVerify for a pricing quote of “Over 2MM” for 2 million or more monthly billable transactions and You submit 2 million or more billable transactions, based on the highest number of verification requests processed in a Monthly Billable Period, the price will be £.004 per transaction and you agree to pay such fees. Pre-paid Billable Transactions shall be valid and should be used within a period not exceeding three Monthly Billable Periods.
- Terms Regarding Application For Credit With arpVerify.
(a) arpVerify and any of its employees, officers, or agents, are authorized to obtain information concerning Your creditworthiness. Any person to whom a credit application is presented and completed is authorized to disclose to arpVerify and any of its employees, officers, or agents, any information requested, and You hereby waive any claim against, and fully release from any and all liability, such persons by reason of any disclosure.
(b) You authorize arpVerify to verify the truthfulness of all financial representations including a grant of authority to check credit with various credit reporting agencies or any listed financial institutions named in the application for credit separately requested by arpVerify in connection with this Agreement.
(c) You agree to notify arpVerify in writing of any development which may adversely affect Your financial condition, promptly after the occurrence thereof. All statements appearing on this form are true and correct and are made for the purpose of obtaining credit from arpVerify. Credit granted to an applicant may, at the option of arpVerify, be canceled at any time upon notice to You.
- Account opening and security.
As part of the application process, You will create a password and account. You are responsible for maintaining the confidentiality of the password and account, and are fully responsible for all activities that occur under Your account, including, without limitation, all actions by sub-users registered under Your account. In addition, You are solely responsible to review the instructions and user policies provided in conjunction with the arpV Services and bear all responsibility for using the arpV Services correctly in accordance with such instructions and user policies. You agree to
(a) keep your contact details, which shall include but not be limited to your name, email address and physical contact address up to date and valid at all times
(b) immediately notify arpVerify of any unauthorized access to or use of Your password or account or any other breach of security and
(c) ensure that You exit (log off) from Your account at the end of each session.
arpVerify cannot and will not be liable for any loss, damage or other liability arising from Your failure to comply with this Section or from any unauthorized access to or use of Your account.
- Term And Termination.
This Agreement is effective upon Your acceptance as indicated above and shall continue until terminated. Without prejudice to any other rights, arpVerify may terminate this Agreement immediately upon written notice if You breach any of these terms and conditions. If arpVerify shall default in the performance of any of the terms or conditions of this Agreement, arpVerify shall have thirty (30) days to cure such default. The thirty (30) days shall commence following delivery by You of a written notice to arpVerify specifying the nature of the default, the requested remedy and manner and method of cure as are permitted and authorized by this Agreement. Failure to notify the other party of a breach may be accepted as evidence that no breach occurred. On termination, You acknowledge that it is Your responsibility to terminate, disconnect or disable any application (API) that provides access to the arpV Services. Notwithstanding a termination of this Agreement, Sections 4 and 5 through 15 shall survive termination of this Agreement.
- Ownership And Confidentiality.
(a) Ownership by You.
You warrant that all Contact Data sent to arpVerify has been legally obtained and that its use is not in violation of any laws, rules and regulations governing such Contact Data. In the event You provide access to Your or any Contact Data in a file stored with a third party source, You warrant and represent that You have all legal rights and authority to grant arpVerify access to such files in order to download and process that Client Data using the arpV Services.
(b) Ownership by arpVerify.
You acknowledge that arpVerify owns and retains all right, title and interest, including but not limited to, all copyright, patent, trade secret rights, moral rights and other intellectual property rights, in and to the arpV Services (and any portions thereof), including all related intellectual property rights, in and to the arpV Services and any suggestions, ideas, enhancement requests, feedback, recommendations or other information provided by You or any other party relating to the arpV Service. The arpVerify name, logo, and the product names associated with the arpV Services are trademarks of arpVerify or third parties, and no right or license is granted to use them. You agree that You shall not contest or challenge, or take any action inconsistent with or that may damage or impair arpVerify’s ownership or rights, and further that You shall not contest or challenge, or take any action inconsistent with or that may damage or impair the ownership or intellectual property rights of arpVerify’s licensors. In addition, You acknowledge that arpVerify does not store the Contact Data as provided to it but may retain certain transactional information for data aggregation services, to permit data analyses.
(c) arpVerify Confidentiality.
You acknowledge that the arpV Services are and contain valuable trade secrets of arpVerify. You agree to maintain the confidentiality of the arpV Services using at least the same degree of care You use with Your own confidential information which shall not be less than a reasonable standard of care under the circumstances.
(d) Your Confidentiality and Privacy.
(e) Exceptions To Confidentiality.
The obligations of confidentiality and restriction used in Section 6 shall not apply to any Confidential Information that the Disclosing Party proves:
(i) was in the public domain prior to the date of this Agreement or subsequently came into the public domain through no fault of the Disclosing Party;
(ii) was lawfully received by the Disclosing Party from a third party free of any obligation of confidence to such third party;
(iii) was already in the Disclosing Party’s possession prior to receipt by the receiving party;
(iv) is required to be disclosed in a judicial or administrative proceeding after all reasonable legal remedies for maintaining such information in confidence have been exhausted including, but not limited to, giving the receiving party as much advance notice as practicable of the possibility of such disclosure to allow the receiving party to stop such disclosure or obtain a protective order concerning such disclosure; or
(v) is subsequently and independently developed by the Disclosing Party’s employees, consultants or agents without reference to Confidential Information.
- Disclaimer Of Warranty.
arpVerify makes every effort to ensure that information contained in query responses is valid. However, arpVerify shall not be held liable for any inaccuracies contained within its query responses, or inaccuracies caused by incomplete or inaccurate Contact Data provided by third-party sources. ARPVERIFY MAKES NO WARRANTY OR CONDITION OF ANY KIND WHATSOEVER, EXPRESSED OR IMPLIED REGARDING THE arpV SERVICES. ALL IMPLIED WARRANTIES AND CONDITIONS, INCLUDING THOSE OF MERCHANTABILITY, ARE HEREBY DISCLAIMED. ARPVERIFY DOES NOT WARRANT THAT THE OPERATION OF THE arpV SERVICES WILL BE UNINTERRUPTED OR ERROR-FREE, OR THAT ALL DEFECTS IN THE arpV SERVICES WILL BE CORRECTED. NO ORAL OR WRITTEN INFORMATION OR ADVICE GIVEN BY US OR OUR AUTHORIZED REPRESENTATIVES SHALL CREATE A WARRANTY OR IN ANY WAY INCREASE THE SCOPE OF OUR OBLIGATIONS HEREUNDER.
- Limitation Of Liability.
TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT WILL ARPVERIFY BE LIABLE FOR ANY INDIRECT, SPECIAL, INCIDENTAL OR CONSEQUENTIAL DAMAGES ARISING OUT OF THE USE OF OR INABILITY TO USE THE arpV SERVICES OR LOSSES, EVEN IF ADVISED OF THE POSSIBILITY THEREOF, AND REGARDLESS OF THE LEGAL OR EQUITABLE THEORY (CONTRACT, TORT OR OTHERWISE) UPON WHICH THE CLAIM IS BASED. IN ANY CASE, ARPVERIFY’S ENTIRE LIABILITY TO YOU UNDER ANY PROVISION OF THIS AGREEMENT SHALL NOT EXCEED GBP£500 IN THE AGGREGATE.
You shall indemnify and hold harmless arpVerify from and against all losses, claims, damages or other causes of any nature or kind whatsoever (including reasonable legal fees) arising directly or indirectly out of third-party claims concerning
(a) a breach of any of Your obligations, covenants, representations or warranties contained herein,
(b) disclosure of arpVerify’s confidential information;
(c) Your use of the arpVerify Services and
(d) the negligence or intentional misconduct of You or Your officers, employees, agents or contractors.
The invalidity or unenforceability of any provision of the Agreement shall not affect the validity or enforceability of any other provision. If any provision of this Agreement is found by a proper authority to be unenforceable or invalid such unenforceability or invalidity shall not render this Agreement unenforceable or invalid as a whole and in such event, such provision shall be changed and interpreted so as to best accomplish the objectives of such unenforceable or invalid provision within the limits of applicable law
You may not assign this Agreement or Your rights and obligations under this Agreement without the prior written consent of arpVerify and any such assignment shall be null and void. This Agreement shall be binding upon and inure to the benefit of the successors and assignees of arpVerify.
arpV Services, including technical data, is subject to export control laws, and may be subject to export or import regulations in other countries. The arpV Services may not be downloaded, or otherwise exported or re-exported into, or to anyone or a country under embargo with the UK or US. You agree to comply strictly with all such regulations and acknowledge that it has the responsibility to obtain such licenses to export, re-export, or import arpV Services.
A waiver of any breach or default of this Agreement shall not create a waiver of the term or of any subsequent breach or default.
Neither party shall be in default or be liable for any delay, failure in performance (excepting the obligation to pay) or interruption of service resulting directly or indirectly from any cause beyond its reasonable control.
The controlling language of this Agreement is English.
The provisions of this Agreement which require or contemplate performance after the expiration or termination of this Agreement shall be enforceable notwithstanding said expiration or termination.
The Parties may execute this Agreement in separate counterparts. arpVerify by approving the account and You by setting up the account; each of which shall be deemed an original instrument against the other Party.
- Time to File Claim.
You agree that regardless of any statute or law to the contrary, any claim or cause of action arising out of or related to use of the arpV Services or the Agreement must be filed within one (1) year after such claim or cause of action arose or be forever barred.
- Independent Contractor.
It is agreed and understood that any work requested by the parties hereto shall be performed under the terms of this Agreement and that all parties hereto are considered independent contractors. Each party is interested only in the results obtained hereunder and has the general right of inspection and supervision in order to secure the satisfactory completion of such work. Neither party shall have control over the other party with respect to its hours, times, employment, etc. Under no circumstances shall either party hereto be deemed an employee of the other, nor shall either party act as agent of the other party. Any and all joint venture or partnership status is hereby expressly denied and the parties expressly state that they have not formed, either expressly or impliedly, a joint venture or partnership.
- Service Level Offering, Uptime Percentage.
Due to varying internet connectivity rates, speeds and processing capabilities of third-party processes, services and equipment over which arpVerify have no control; arpVerify are unable to guarantee a period of time it will take to process any service transaction whether that be singular or multiple transactions contained in a file.
arpVerify will use commercially reasonable efforts to make all arpV Services available with a Monthly Uptime Percentage (defined below) of at least 99.5% during any monthly billing cycle (the “Service Commitment”). In the event that an arpV Service does not meet the Service Commitment, You will be eligible to receive a Service Credit as described below.
“Error Rate” means:
(i) the total number of internal server errors returned by arpV Services as error status “InternalError” or “ServiceUnavailable” divided by
(ii) the total number of requests during that five minute period. We will calculate the Error Rate for each arpV Services account as a percentage for each five minute period in the monthly billing cycle. The calculation of the number of internal server errors will not include errors that arise directly or indirectly as a result of any of the arpV Services SLA Exclusions (as defined below).
“Monthly Uptime Percentage” is calculated by subtracting from 100% the average of the Error Rates from each five minute period in the monthly billing cycle.
A “Service Credit” is a sterling credit, calculated as set forth below, that we may credit back to an eligible arpV Services account.
(b) Service Credits.
Service Credits are calculated as a percentage of the total charges paid by You for arpV Services for the billing cycle in which the error occurred in accordance with the schedule below.
(c) Monthly Uptime Percentage
Equal to or greater than 99% but less than 99.5%
Service Credit Percentage – 5% Service Credit for fees paid in the affected month
Less than 99% – 10% Service Credit for fees paid in the affected month
(d) We will apply any Service Credits only against future arpV Services payments otherwise due from You; provided that, we may issue the Service Credit to the credit card that You used to pay for arpV Services for the billing cycle in which the error occurred. Service Credits shall not entitle You to any refund or other payment from arpVerify. A Service Credit will be applicable and issued only if the credit amount for the applicable monthly billing cycle is greater than one pound (£1 GBP). Service Credits may not be transferred or applied to any other account. Your sole and exclusive remedy for any unavailability or non-performance of arpV Services or other failure by us to provide arpV Services is the receipt of a Service Credit (if eligible) in accordance with the terms of this SLA or termination of Your use of arpV Services.
(e) Credit Request and Payment Procedures.
To receive a Service Credit, You must submit a request by sending an e-mail message to firstname.lastname@example.org. To be eligible, the credit request must
(i) include Your account username in the subject of the e-mail message (the account username can be found at the top of the arpVerify Account Usage page);
(ii) include, in the body of the e-mail, the dates and times of each incident of non-zero Error Rates that You claim to have experienced;
(iii) include Your server request logs that document the errors and corroborate Your claimed outage (any confidential or sensitive information in these logs should be removed or replaced with asterisks); and
(iv) be received by us within ten (10) business days after the end of the billing cycle in which the errors occurred. If the Monthly Uptime Percentage applicable to the month of such request is confirmed by us and is less than 99.5%, then we will issue the Service Credit to You within one billing cycle following the month in which the error occurred. Your failure to provide the request and other information as required above will disqualify You from receiving a Service Credit.
(f) arpV Services SLA Exclusions.
The Service Commitment does not apply to any unavailability, suspension or termination of arpV Services, or any other arpV Services performance issues:
(i) that result from a suspension caused by factors outside of our reasonable control, including any force majeure event or Internet access or related problems beyond the demarcation point of arpV Services;
(ii) that result from any actions or inactions of You or any third party;
(iii) that result from Your equipment, software or other technology and/or third party equipment, software or other technology (other than third-party equipment within our direct control); or
(iv) arising from our suspension and termination of Your right to use arpV Services.
(v) where arpVerify notify you of planned downtime of our service(s).
If availability is impacted by factors other than those used in our calculation of the Error Rate, we may issue a Service Credit considering such factors in our sole discretion. Service Commitment notices may be delivered by email to the email address you provide or within the service application.
- Governing Law.
If you use our site from locations outside of the United Kingdom, you are responsible for compliance with any applicable local laws.
If a dispute arises under this agreement, we agree to first try to resolve it with the help of a mutually agreed-upon mediator in the following location: Suffolk, UK. Any costs and fees other than attorney fees associated with the mediation will be shared equally by each of us.
If it proves impossible to arrive at a mutually satisfactory solution through mediation, we agree to submit the dispute to binding arbitration at the following location(s): Ipswich or Bury St Edmunds, Suffolk UK. Judgement upon the award rendered by the arbitration may be entered in any court with jurisdiction to do so.
Any notice or communication permitted or required by this Agreement shall be deemed effective when personally delivered or deposited, by regular recorded delivery mail where that service is available in a country, addressed to the other party’s last known business address or registered address.
- Entire Agreement.
- Contacting Us.
arpVerify Mutual Advantage Ltd Suite 4, Bank Buildings Business Centre Station Road SUDBURY. Suffolk CO10 2SP UK