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CONTRACT 6305 Service Agreement
Agreement No. 6305 THIS AGREEMENT, is entered into this I st day of January, 2022, by and between the CITY OF EL SEGUNDO, a municipal corporation ("CITY") and SPOKEO, INC., a Delaware corporation ("CONSULTANT"). MXM 1 ' : • 6 A. As partial consideration, CONSULTANT agrees to perform the scope of services attached as Exhibit "A" and Exhibit "B" and incorporated by reference ("SERVICES"). The SERVICES consist of a people search engine website. B. As additional consideration, CONSULTANT and CITY agree to abide by the terms and conditions contained in this Agreement; C, As additional consideration, CITY will pay CONSULTANT the compensation set forth in Exhibit B, but in no event more than SIX HUNDRED dollars (S600.00) per calendar year. D. CITY will not be liable for any costs or expenses exceeding the sum paid to CONSULTANT pursuant to Section 1(C) unless otherwise agreed to by the Parties and by written amendment to this Agreement. 2. TERM. The term of this Agreement will be for one (1) year. This Agreement will automatically renew, on an annual basis, on its anniversary date unless otherwise terminated. Unless otherwise determined by written amendment between the parties, this Agreement will terminate in the following instances: A. Intentionally Blank B. Termination as stated in Section 7. 0M i► 1 8MEW 4. LAWS AND REGULATIONS. CONSULTANT will be responsible for complying with any and all applicable Federal, State, County, and Municipal laws and regulations and the conditions of any required licenses and permits before entering into this Agreement. Such compliance will be at CONSULTANT's sole cost and without any increase in price or time on account of such compliance, regardless of whether compliance would require additional labor, equipment, and/or materials not expressly provided for in the Agreement or CONSULTANT's proposal. A. CONSULTANT agrees to the following,. Agreement No. 6305 Intellectual Property Infringement. CONSULTANT will, at its own expense, indemnify anddefend CITY against any claim that CONSULTANT's services or work product furnished under this Agreement infringes a patent or copyright in the United States or Puerto Rico. In such event, CONSULTANT will pay all costs damages and attorney's fees that a court finally awards as a result of such claim. To qualify for such defense and payment, CITY must (a) give CONSULTANT prompt written notice of any such claim; and (b) allow CONSULTANT to control, and fully cooperate with CONSULTANT in the defense and all related settlement negotiations. CITY agrees that if the use of CONSULTANT's services or work product becomes, or CONSULTANT believes is likely to become, the subject of such an intellectual property claim, CITY will permit CONSULTANT, at its option and expense, either to secure the right for CITY to continue using CONSULTANT's services and work product or to replace it with comparable services and work product, and if neither of the foregoing is commercially reasonable, to terminate this Agreement. For purposes of this section "CITY" includes CITY's elected and appointed officials, officers, employees, and volunteers. It is expressly understood and agreed that the foregoing provisions will survive termination of this Agreement. D. The requirements as to the types and limits of insurance coverage to be maintained by CONSULTANT as required by Section 6, and any approval of saidinsurance by CITY, are not intended to and will not in any manner limit or qualify the indemnification obligations otherwise assumed by CONSULTANT pursuant to this Agreement. INSURANCE. A. Before commencing performance under this Agreement, and at all other times this Agreement is effective, Consultant will procure and maintain the following types of insurance with coverage limits complying, at a minimum, with the limits set forth below: Type )f histirance Commercial general liability Professional Liability Workers compensation Limits ('combined single $1,000,000 $1,000,000 Statutory requirement. B. Commercial general liability insurance will meet or exceed the requirements of the most current ISO-CGL Form. The amount of insurance set forth above will be a combined single limit per occurrence for bodily injury, personal injury, and property damage for the policy coverage. Liability policies will be endorsed to name City, its officials, and employees as "additional insureds" under said insurance coverage and to state that such insurance will be deemed "primary" Agreement No. 6305 such that any other insurance that may be carried by City will be excess thereto. Such insurance will be on an "occurrence," not a "claims made," basis and will not be cancelable or subject to reduction except upon thirty (30) days prior written notice to City. C. Professional liability coverage will be on an "occurrence basis" if such coverage is available, or on a "claims made" basis if not available. When coverage is provided on a "claims made basis," Consultant will continue to maintain the insurance in effect for a period of three (3) years after this Agreement expires or is terminated ("extended insurance"). Such extended insurance will have the same coverage and limits as the policy that was in effect during the term of this Agreement, and will cover Consultant for all claims made by City arising out of any errors or omissions of Consultant, or its officers, employees or agents during the time this Agreement was in effect. D. Consultant will furnish to City duly authenticated Certificates of Insurance evidencing maintenance of the insurance required under this Agreement, endorsements as required herein, and such other evidence of insurance or copies of policies as may be reasonably required by City from time to time. Insurance must be placed with insurers with a current A.M. Best Company Rating equivalent to at least a Rating of "ANII." E. Should Consultant, for any reason, fail to obtain and maintain the insurance required by this Agreement, City may obtain such coverage at Consultant's expense and deduct the cost of such insurance from payments due to Consultant Agreement No. 6305 under this Agreement or terminate. 7. TERMINATION OF AGREEMENT A. During the term of this Agreement, CITY may, in its sole discretion, terminate this Agreement with or without cause by giving written notice to CONSULTANT. Termination will become effective immediately upon the giving of notice as provided in this section of the Agreement. The City Manager may exercise such right of termination on behalf of CITY. & Except as otherwise provided, upon termination of this Agreement, CITY will be liable to CONSULTANT only for all work done by CONSULTANT up to and including the date of termination of this Agreement unless the termination is for cause, in which event CONSULTANT need be compensated only to the extent required by law. NOTICES A. CONSULTANT will notify CITY of changes in address. All notices given or required to be given pursuant to this Agreement will be in writing and may be given by personal delivery or by mail. Notice sent by mail will be addressed as follows: To CITY: El Segundo Police Department 348 Main Street El Segundo, CA 90245 (310) 524-2278 To CONSULTANT: Attn: Legal Department Spokeo, Inc. 199 S. Los Robles Ave #711 Pasadena, CA 91101 and, when addressed in accordance with this paragraph, will be deemed given upon deposit in the United States mail, postage prepaid. In all other instances, notices will be deemed given at the time of actual delivery. Changes may be made in the names or addresses of persons to whom notices are to be given by giving notice in the manner prescribed in this paragraph. 9. AUDIT AND ACCESS TO RECORDS. CONSULTANT, including CONSULTANT's subcontractors, will maintain records and other evidence of all expenses incurred in the performance of this Agreement for a period of three (3) years after completion. CITY or any of its duly authorized representatives will, for the purpose of audit and examination, have access to and be permitted to inspect such records and other evidence of expenses and costs charged to CITY and/or incurred for work related to SERVICES. For purposes of audit, the date of completion of the Agreement will be the date of CITY'S payment for CONSULTANT's final billing (so noted on invoice) under this Agreement. Agreement No. 6305 10. NON -APPROPRIATION OF FUNDS. Payments due and payable to CONSULTANT for current services are within the current budget and within an available, unexhausted and unencumbered appropriation of the CITY. In the event the CITY has not appropriated sufficient funds for payment of CONSULTANT services beyond the current fiscal year, this Agreement will cover only those costs incurred up to the conclusion of the current fiscal year. 11. INDEPENDENT CONTRACTOR. CONSULTANT, CONSULTANT's subconsultants, employees, agents, and representatives, will act as independent contractors while performing the SERVICES and will have control of CONSULTANT's work and the manner in which it is performed, except as is otherwise provided herein. CONSULTANT will be free to contract for other services performed during the term of this Agreement. CONSULTANT is not an agent or employee of CITY and is not entitled to participate in any pension plan, insurance, bonus or similar benefits CITY provides for its employees. 12. INTENTIONALLY BLANK.. 13. CONSISTENCY. In interpreting this Agreement and resolving any ambiguities, the main body of this Agreement takes precedence over the attached Exhibits; this Agreement supersedes any conflicting provisions. Any inconsistency between the Exhibits will be resolved in the order in which the Exhibits appear below: A. Exhibit A — Spokeo Enterprise Services Terms and Conditions B. Exhibit B — Spokeo for Law Enforcement Order Form; 14. ENTIRE AGREEMENT. This Agreement, and its Attachments, sets forth the Parties' entire understanding. There are no other understandings, terms or other agreements expressed or implied, oral or written. Except as otherwiseprovided, this Agreement will bind and inure to the benefit of the Parties to this Agreement and any subsequent successors and assigns. 15. MODIFICATION. No alteration, change or modification of the terms of the Agreement will be valid unless made in writing and signed by both Parties hereto and approved by appropriate action of CITY. The city manager may exercise this authority on behalf of CITY. 16. FACSIMILE SIGNATURES FOR SUBSEQUENT AGREEMENTS. The Parties agree that agreements ancillary to this Agreement, and related documents to be entered into in connection with this Agreement will be considered signed when the signature of a party is delivered by facsimile transmission. Such facsimile signature will be treated in all respects as having the same effect as an original signature. 17. TAXPAYER IDENTIFICATION NUMBER. CONSULTANT will provide CITY with CONSULTANT's Taxpayer Identification Number. Agreement No. 6305 18. STATEMENT OF EXPERIENCE. By executing this Agreement, CONSULTANT represents that CONSULTANT has demonstrated trustworthiness and possesses the quality, fitness, and capacity to perform the Agreement in a manner satisfactory to CITY. CONSULTANT represents that CONSULTANT's financial resources, surety and insurance experience, service experience, completion ability, personnel, current workload, experience in dealing with private parties, and experience in dealing with public agencies all suggest that CONSULTANT is capable of performing the proposed contract and has a demonstrated capacity to deal fairly and effectively with and to satisfy a public agency. 19. WAIVER. A waiver by CITY of any breach of any term, covenant, or condition contained in this Agreement will not be deemed to be a waiver of any subsequent breach of the same or any other term, covenant, or condition contained in this Agreement whether of the same or different character. The payment or acceptance of fees for any period after a default will not be deemed a waiver of any right or acceptance of defective performance. 20. SEVERABILITY. If any portion of this Agreement is declared by a court of competent jurisdiction to be invalid or unenforceable, then such portion will be deemed modified to the extent necessary in the opinion of the court to render such portion enforceable and, as so modified, such portion and the balance of this Agreement will continue in full force and effect. 21. TIME IS OF ESSENCE. Time is of the essence for each and every provision of this Agreement. 22. FORCE MAJEURE. Should performance of this Agreement be prevented due to fire, flood, explosion, acts of terrorism, war, embargo, government action, civil or military authority, the natural elements, or other similar causes beyond the Parties' reasonable control, then the Agreement will immediately terminate without obligation of either party to the other. 23. INTERPRETATION; VENUE. This Agreement and its performance will be governed, interpreted, construed and regulated by the laws of the State of California. Exclusive venue for any action involving this Agreement will be in Los Angeles County. [SIGNATURES ON NEXT PAGE] Agreement No. 6305 IN WITNESS WHEREOF the parties hereto have executed this contract the day and year first hereinabove written. Chief of Police ATT S' bjgf!�_ Tracy Weaver, City Clerk APPROVED AS TO FORM: MARK D. HENSLEY, City Attorney By: P!...._ Jo ,quin. Vazquez, Deputy City Attorney INSURANCE APPROVAL: Hank Lu, Risk Manager SPOKEO, INC. Jason Matthes Chief Legal Officer Agreement No. 6305 Exhibit B Spokeo for Law Enforcement Order Form m, IIIII "' PART 1: AGENCY INFORMATION Agency Name: ORI Number: Primary User El Segundo Police Department Name: Lt. Glenn Delmendo CA0192300 Billing Address: 348 Main Street El Segundo, CA 90245 Phone: Email: A/P Contact: A/P Phone: A/P Email: (310) 524-2254 gdelmendo@elsegundo.org Julissa Chavez Solano (310) 524-2278 jsolano a@elseg undo.org PART 2: BILLING METHOD (Choose One): ❑ Credit Card ❑ Invoice If credit card is selected above, the primary user will be prompted to enter credit card information the first time he/she logs into the Spokeo website. Agency agrees to maintain a valid and active credit card information on file to access the Spokeo service. Agency and/or you hereby authorize Spokeo to bill the credit card on file for the charges incurred for use of the Spokeo service. Additionally, if the credit card company refuses to pay Spokeo for such charges incurred for use of the Spokeo service, Agency shall be directly responsible for the payment of such charges, and payment shall be due immediately. PART 3: SPOKEO SERVICE *Spokeo will monitor the number of active users in Agency's account each calendar month. Spokeo will invoice Agency at the fee per user per month based on the highest number of active users in Agency's account at any point during each calendar month. **This Order commences on the Effective Date below and remains in effect until the end of the Initial Term specified above. Service Period: 01/01/2022 through 12/31/2022 PART 4: CONTRACT DOCUMENTS The terms and conditions applicable to this transaction consist of: (i) this Order Form; and (ii) the legal terms and conditions located at www.spokgg.com/terms:gf-Lj§e-enter2 ris (the "Terms of Use"). The Terms of Use are incorporated by reference. Spokeo, Inc. Confidential —All Rights Reserved Page 1/1 12/6/2021 Agreement No. 6305 PART 5: AUTHORIZATION AND ACCEPTANCE OF TERMS I HEREBY CERTIFY THAT I AM AUTHORIZED TO SIGN THIS AGREEMENT ON BEHALF OF THE AGENCY. Agency Name: El Segundo Police Department Officer Name: Title: Date: Signature: Spokeo, Inc. Confidential —All Rights Reserved Page 2/2 12/6/2021 Agreement No. 6305 1/27/22, 2:49 PM Spokeo I People Search I Terms of Use Exhibit A Enterprise Services Terms and Conditions CONSUMER ENTERPRISE Spokeo, Inc. ("Spokeo") provides the Enterprise Services to you ("Subscriber") subject to these terms of use Enterprise Services Terms and Conditions ("Terms") and subject to Spokeo's other policies, including our Privacy Policy and Cookie Policy, incorporated herein by reference. These Terms require that disputes between us be resolved by binding arbitration rather than by jury trials or class actions and limit Subscriber's remedies in the event of a dispute. These Terms only apply if these Terms were displayed to you at the time you subscribed to use the Enterprise Services. If your organization signed an Enterprise Services Agreement with Spokeo, that agreement may be different from the terms below. Please contact Customer Care for details. These Terms constitute a legal agreement between Subscriber and Spokeo and govern all use of the Enterprise Services, including all information provided through the Enterprise Services. By accessing, browsing, or using the Enterprise Services, you acknowledge that you have read, understood, and agree to be bound by these Terms. Spokeo may update these Terms at any time, with or without notice to Subscriber. Each time Subscriber accesses the Enterprise Services, Subscriber agrees to be bound by the Terms then in effect. The most current version of these Terms can be accessed at https://www.spokeo.com/terms-of-use-enterprise. IF YOU DO NOT AGREE TO THESE TERMS, PLEASE DO NOT USE THE ENTERPRISE SERVICES References to "Spokeo," "Subscriber," "we," and "us" in these Terms include (where appropriate) Spokeo's and/or Subscriber's respective subsidiaries, parent companies, members, affiliates, agents, employees, predecessors in interest, successors, and assigns. 1. Registration and Account Information https://www.spokeo.com/terms-of-use-enterprise 1 /16 1/27/22, 2:49 PM Spokeo I People Search i Terms of Use Agreement No. 6305 a. Access to the information provided through the Enterprise Services requires Subscriber to register and create an Account. In connection with registering or creating an Account, Subscriber will create a Login and Password. b. By registering or creating an Account, Subscriber represents that the information provided to Spokeo is accurate and complete, and agrees to inform Spokeo of any changes to that information. c. Subscriber agrees not to disclose any Login or Password for use of the Enterprise Services to anyone other than its authorized employees, even if such individuals claim to be employees of Spokeo. d. Subscriber agrees not to transfer, sub -license, sell, or assign Subscriber's rights in Subscriber's Account. Subscriber agrees that its use of the Subscriber Account will be for the Subscriber's internal use only. e. Subscriber is responsible for maintaining the confidentiality of Subscriber's Account, Login, and Password, and for restricting access to any computers used to access the Enterprise Services. Subscriber agrees to accept responsibility for all activities that occur under Subscriber's Account, Login, or Password. Any unauthorized use of Subscriber's Account is subject to these Terms as though Subscriber were using the Account. g. Subscriber must notify Spokeo immediately of any suspected or actual unauthorized use of Subscriber's Account, Login, or Password by sending an email to legal@spokeo.com. h. Subscriber may specify users of Subscriber's account as "Administrators" and "Managers" through the administrative console. Administrators and Managers may have the ability to monitor, restrict, or terminate access to the Subscriber's Account. Spokeo's responsibilities do not extend to the internal management or administration of Subscriber's Account. Subscriber is responsible for: (i) maintaining the confidentiality of Logins and Passwords; (ii) managing access to the Enterprise Services; and (iii) ensuring that use of the Enterprise Services complies with this Agreement. i. The Enterprise Services are not intended for users under the age of 18, Subscriber will ensure that it does not allow any person under 18 to use the Enterprise Services. Subscriber will promptly notify Spokeo of any unauthorized use of or access to the Enterprise Services. https://www.spokeo.com/terms-of-use-enterprise 2116 Agreement No. 6305 1/27/22, 2:49 PM 2. License Spokeo I People Search I Terms of Use a. Spokeo grants Subscriber a nonexclusive, nontransferable, revocable, limited license to access and use the information available through the Enterprise Services, strictly subject to and in accordance with these Terms and the Usage Restrictions described herein. b. Certain content provided through the Enterprise Services may be sourced from other third party sites and if noted, is subject to the Creative Commons Attribution-ShareALike License. Subscriber's use of any such content must also comply with those license terms. c. Spokeo reserves the right to terminate this license at any time and for any reason. Subscriber's failure to comply with these Terms will result in automatic termination of this license, with or without prior notice, and Subscriber must immediately destroy all copies of any downloaded materials in its possession or control. d. Except for the limited license set forth in these Terms, Spokeo does not grant Subscriber any express or implied rights or licenses under any patents, trademarks, copyrights, or other proprietary or intellectual property rights. e. Subscriber is not an agent or representative of Spokeo and will not represent that it is to any third party. 3. Usage Restrictions By accessing, browsing, or using the Enterprise Services or the information provided through the Enterprise Services, Subscriber agrees to the following restrictions: a. Subscriber will not use, intentionally or unintentionally, any of the information acquired through the Enterprise Services in a manner contrary to or in violation of any applicable international, national, federal, state, or local law, rule, or regulation having the force of law. b. Spokeo is not a consumer reporting agency, and Subscriber will not use any of the information acquired through the Enterprise Services as a factor in establishing a consumer's eligibility for credit or insurance to be used primarily for personal, family, or household purposes, for employment purposes, or for any other purpose authorized under section 1681 b of the Fair Credit Reporting Act, 15 U.S.C.A. § 1681, et seq. (the "FCRA"), Federal Trade Commission or court interpretations of the FCRA, and similar state statutes. https://www.spokeo.com/terms-of-use-enterprise 3116 1127/22, 2:49 PM Spokeo I People Search i Terms of Use Agreement No. 6305 c. Subscriber will not use any information acquired through the Enterprise Services to make any telephone call or send any commercial email or text message that does not comply with CAN- SPAM, the Telephone Consumer Protection Act, or any other applicable federal or state laws. Subscriber acknowledges that Subscriber is solely responsible for ensuring that telephone calls made or email or text messages sent using information acquired through the Enterprise Services are in compliance with CAN-SPAM, the Telephone Consumer Protection Act, or all other applicable federal or state laws. Spokeo does not scrub any phone numbers contained in the Enterprise Services through the National Do Not Call Registry or any other do -not -call registries. d. Subscriber will not use any of the information acquired through the Enterprise Services in any manner that may violate any local, state, federal, or international privacy law to which Subscriber may be subject on the basis of Subscriber's location or the location of the person searched. Subscriber agrees not to search for, or submit to Spokeo, information relating to persons that reside outside of the United States. e. Subscriber will not use the Enterprise Services in any manner that could harm, infect, take over, disable, overburden, or otherwise impair any of Spokeo's computer systems, including, but not limited to, the servers, networks, and other components connected to or used for this website. f. Subscriber will not interfere with any other party's use and enjoyment of the Enterprise Services, or of any of the information provided through the Enterprise Services. g. To the extent that Subscriber is able to upload, post or otherwise transmit content using the Enterprise Services, Subscriber will not upload, post, or otherwise transmit any content that Subscriber does not have a right to transmit under any law or under contractual or fiduciary relationships (such as inside information or proprietary and confidential information learned or disclosed as part of employment relationships or under nondisclosure agreements). h. Subscriber will not attempt to gain unauthorized access to any services, accounts, computer systems, or networks connected to any server used for the Enterprise Services, through password mining, hacking, or any other means. i. Subscriber will not seek to gain access to any materials or information through any means not intentionally made available by Spokeo. j. Subscriber will not reproduce, duplicate, copy, download, store, further transmit, disseminate, transfer, or otherwise exploit this website, or any portion hereof without Spokeo's prior written consent. https://www.spokeo.com/terms-of-use-enterprise 4/16 1/27/22, 2.49 PM Spokeo I People Search I Terms of Use Agreement No. 6305 k. Subscriber will not use any framing techniques to enclose any portion of this website (including, but not limited to, images, text, page layout, and form) without Spokeo's prior written consent. I. Subscriber will not make any use of the trademarks, service marks, trade names, logos, and graphics on this website without Spokeo's prior written consent. m. Subscriber will not use any network monitoring or discovery software to determine the site architecture, or extract information about usage, individual identities, or users. n. Subscriber will not use any robot, spider, other automatic software or device, or manual process to monitor or copy our website or the information provided through the Enterprise Services without Spokeo's prior written consent. o. Subscriber will not use or otherwise export or re-export this website, or any portion thereof, in violation of the export control laws and regulations of the United States of America or any other country. p. Subscriber will not (i) sell, resell, lease, license, sublicense, or otherwise provide the Enterprise Services or any of the information provided through the Enterprise Services; (ii) use the Enterprise Services for activities where use or failure of the Enterprise Services could lead to physical damage, death, or personal injury; or (iii) reverse engineer the Enterprise Services, nor attempt nor assist anyone else to do so, unless this restriction is prohibited by law. 4. Information Available Through Spokeo's Enterprise Services a. The information that may be made available to Subscribers through the Enterprise Services is aggregated by Spokeo from phone books, social networks, marketing surveys, real estate listings, business websites, and other public sources. b. Spokeo does not verify the information that is available through the Enterprise Services. Spokeo does not evaluate each piece of information provided to Spokeo and makes no guarantees to Subscribers about the accuracy, legitimacy, or legality of any information or how recently any information was collected or updated. The information available through the Enterprise Services may include photos obtained from social network profiles. Spokeo takes no responsibility for these photos. https://www,spokeo.com/terms-of-use-enterprise 5/16 1/27/22, 2:49 PM Spokeo I People Search I Terms of Use Agreement No. 6305 c. Court records are provided for informational purposes only. While Spokeo endeavors to provide the most up to date and comprehensive information, certain inaccuracies may still exist and certain records may be omitted. Spokeo shall not be liable for any errors or omissions in the information provided through the Enterprise Services. Anyone who uses any information provided by Spokeo to commit a crime or to harass an individual or his or her family may be subject to criminal prosecution and civil liability. Spokeo does not allow individuals to opt -out (i.e. suppress display) of court records which pertain to them, unless an Order of Expunction or Sealing is provided, An individual seeking to opt -out of court records which pertain to that individual may email a copy of any such Order to expungement@spokeo.com. Spokeo will only suppress or delete those records specifically noted in the Order. A conviction may be expunged, but unless the Order also specifies expungement of the associated arrest record, it will remain on our systems. 5. Disclaimer of Warranties a. SPOKEO PROVIDES THE ENTERPRISE SERVICES AND THE INFORMATION AVAILABLE THROUGH THE ENTERPRISE SERVICES "AS IS," "AS AVAILABLE," AND "WITH ALL FAULTS," WITHOUT WARRANTY OF ANY KIND, WHETHER EXPRESS, IMPLIED IN FACT OR BY OPERATION OF LAW, OR STATUTORY, INCLUDING, BUT NOT LIMITED TO: i. WARRANTIES OF PERFORMANCE, MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, ACCURACY, OMISSIONS, COMPLETENESS, CURRENTNESS, DELAYS, AND NONINFRINGEMENT, AND ii. WARRANTIES THAT ACCESS WILL BE UNINTERRUPTED, SECURE, COMPLETE, OR ERROR FREE. b. BY ACCESSING, BROWSING, OR USING THE ENTERPRISE SERVICES, SUBSCRIBER ACKNOWLEDGES THAT PROVISION OF THE INFORMATION PROVIDED THROUGH THE ENTERPRISE SERVICES ENTAILS THE LIKELIHOOD OF SOME HUMAN AND MACHINE ERRORS, DELAYS, INTERRUPTIONS, AND LOSSES, INCLUDING THE INADVERTENT LOSS OF DATA. 6. Limitation of Liability a. To the extent permitted by law, in no event will Spokeo be liable, in contract, tort, strict liability, or otherwise, for any of the following: https:/Iwww.spokeo.com/terms-of-use-enterprise 6/16 1 /27122, 2:49 PM Spokeo i People Search I Terms of Use Agreement No. 6305 i. Indirect, incidental, special, punitive, exemplary, or consequential damages of any kind arising out of, or in connection with use of the Enterprise Services or the information provided through the Enterprise Services, whether or not Spokeo has been advised of the possibility of such damage. ii. Loss of business, profits, business information, or business interruption, or any other pecuniary loss. iii. For direct damages, actually proven, exceeding the amount Subscriber paid for the Enterprise Services. This limitation shall be enforced even if it causes an exclusive remedy to fail of its essential purpose. iv. Any claim relating to Spokeo's procuring, compiling, collecting, interpreting, reporting, communicating, or delivering the information provided through the Enterprise Services. v. Any decision made or action taken by Subscriber in reliance upon the availability of or information made available through the Enterprise Services. Subscriber agrees to rely on the information available through the Enterprise Services at Subscriber's own risk. b. Spokeo reserves the right, at any time, in Spokeo's sole and exclusive discretion, to amend, modify, suspend, or terminate the Enterprise Services and any information or content, or any part thereof, and/or Subscriber's use of or access to them, with or without notice. Spokeo shall have no liability to Subscriber or any other person or entity for any modification, suspension, or termination, or any loss of related information. 7. Indemnification a. Subscriber agrees to indemnify, defend, and hold Spokeo and its officers, directors, employees, affiliates, agents, licensors, and suppliers harmless from and against all claims, losses, expenses, damages, settlements, and costs, including reasonable attorneys' fees, resulting from or alleged to result from any violation of these Terms by Subscriber or Subscriber's use of the Enterprise Services. b. Spokeo reserves the right to assume exclusive control of its defense in any matter subject to indemnification by Subscriber, which shall not excuse Subscriber's obligation to indemnify Spokeo. Subscriber shall not settle any dispute subject to Subscriber's indemnification under these Terms without written consent from Spokeo. hftps://www.spokeo.com/terms-of-use-enterprise 7/16 1/27/22, 2:49 PM Spokeo I People Search l Terms of Use Agreement No. 6305 c. Subscriber agrees that any breach by Subscriber of these Terms would cause Spokeo irreparable harm and that, in addition to money damages, Spokeo shall be entitled to injunctive relief, without having to post a bond. 8. Assignments a. Spokeo may assign this agreement at any time without notice to Subscriber. Subscriber may not assign this agreement to anyone else, and any attempt to assign shall be void. 9. Privacy a. Please review our Privacy Policy for a description of our privacy practices and an explanation of how we may use any personal information we collect on this website. The Privacy Policy can be accessed at https://www.spokeo.com/privacy-policy and is incorporated herein by reference. 10. Payment Terms a. Free Trials. Spokeo may provide Subscriber with the opportunity to try out the Enterprise Services on a free, trial basis. The terms of any such trial shall be fully disclosed prior to purchase. Subscriber is responsible for reviewing such terms prior to accepting any trial. The length of a trial may vary. b. Enterprise Services Membership Plans. i. Spokeo offers a variety of Enterprise Services Membership Plans. Details about the specific Membership Plan, including the payment period for each plan, are provided at sign up. By subscribing to a Membership Plan, Subscriber agrees to receive access to the Enterprise Services offered at sign up subject to the billing terms provided herein. ii. All Membership Plans are billed at the beginning of the payment period and payment is non-refundable. Unless otherwise indicated in Subscriber's Membership Plan details, Spokeo will automatically renew each Membership Plan at the end of each payment period. Each Membership Plan will be open and active until it is cancelled, suspended, or terminated. iii. Subscribers may opt to pay for Membership Plans using a credit card. By providing credit card information, Subscriber certifies that it is an authorized user of the credit card. Spokeo does not store or process full credit card information. Instead, Spokeo employs independent and reputable third -party payment processors to store and process credit card information. In the event a credit card payment attempt fails, Spokeo is entitled to undertake subsequent attempts to process the payment. Enterprise Services may be suspended or terminated at Spokeo's discretion if a https://www.spokeo.com/terms-of-use-enterprise 8/16 1/27/22, 2:49 PM Spokeo I People Search I Terms of Use Agreement No. 6305 payment is delinquent. iv. Credit card payments will be processed at the end of each payment period for the amounts due for (1) the next payment period's Membership Plan fee, (2) any Membership Plan overages incurred during the prior period, and (3) any additional services purchased during the prior period. ii. Subscribers may also opt to pay by being invoiced. In addition to any payment terms described in the invoice, invoices must be paid within 30 days of issuance. If any invoice is unpaid within 60 days of the invoice date, Subscriber's access to the Enterprise Services may be suspended or terminated at Spokeo's discretion. If Subscriber requires the use of a purchase order or purchase order number, Subscriber (i) must provide the purchase order number at the time of purchase and (ii) agrees that any terms and conditions on a Subscriber purchase order or otherwise provided by Subscriber to Spokeo will not apply to these Terms and are null and void. c. Membership Plan Cancelation, i. Subscriber may cancel a Membership Plan at any time and for any reason. To cancel, select "Usage & Subscriptions" within the Account Settings while logged into Subscriber's Account. ii. Subscriber will receive a cancellation confirmation after cancellation and will be billed only for any Membership Plan overages already incurred or additional services already purchased. iii. Cancellation of a Membership Plan does not entitle Subscriber to any refunds of already - processed payments or to be prorated for partial -month usage. Subscriber will continue to have access to the Enterprise Services until the end of the current payment period. iv. Subscriber should contact Customer Care regarding any problems encountered during the cancellation process. 11. Communications from Spokeo a. Subscriber may, from time to time, receive e-mail communications from Spokeo about Subscriber's Account or features of our service. Subscriber may elect to opt out of these communications at any time by following the instructions and link provided within the e-mail communication. 12. Links to Other Websites https://www,spokeo.com/terms-of-use-enterprise 9/16 1/27/22, 2:49 PM Spokeo I People Search I Terms of Use Agreement No. 6305 a. Subscriber may find links to other Internet sites or resources on this website that offer content, goods, or services. Subscriber acknowledges and agrees that Spokeo has no responsibility or liability (directly or indirectly) for: the availability of such external sites or resources; any content, advertising, products, or other materials on or available from such sites or resources; any damage, loss, claim, or complaint (actual or alleged) caused by, arising from, or in connection with Subscriber's use of or reliance on any such content, goods, or services available on or through any such site or resource. 13. Third Party Partners Terms of Use a. Enterprise Services utilizes mapping functionality provided by Nokia Maps and Google Maps, which are subject to additional terms found at http://here.com/services/terms and at https://maps.google.com/help/terms_maps.html, respectively. b. Spokeo may provide certain content sourced from third party websites, including Wikipedia.com. The Original Authors of such content may be found on the Source site. Subscriber's use of this content may be subject to additional terms, including, but not limited to, the Creative Commons Attribution ShareALike License. 14. Patents, Copyrights and Trademarks a. The technology and information provided on this website are owned by or licensed to Spokeo and protected by United States and international intellectual property laws. Spokeo and its licensors retain all proprietary rights to that information and technology. The trademarks, service marks, trade names and logos appearing on this site are trademarks of Spokeo and or its affiliates or licensors. b. The entire content of this website is copyrighted. Unless permitted under these Terms, no part of this website may be reproduced, duplicated, copied, downloaded, stored, further transmitted, disseminated, transferred, or otherwise exploited without Spokeo's prior written consent. c. Unless explicitly stated herein, nothing in these Terms shall be construed as conferring any license to intellectual property rights, whether by estoppel, implication, or otherwise. 15. Submission of Confidential Information and Ideas; Submission of User Provided Content https://www.spokeo.com/terms-of-use-enterprise 10/16 1/27/22, 2:49 PM Spokeo I People Search I Terms of Use Agreement No. 6305 a. From time to time, Subscribers submit ideas to Spokeo for improving the Enterprise Services, either by email or in the course of an interaction with a Spokeo team member. Spokeo has no obligation to treat this material as confidential information. To the extent that Subscriber wishes to have an idea remain confidential, to retain rights in the idea, or to be compensated for submission of the idea, please do not submit it to Spokeo. b. Portions of the content on the Enterprise Services are submitted by You and other users (`User Provided Content'), to which You may contribute appropriate material. User Provided Content includes, but is not limited to, any information you upload to Spokeo or any Spokeo applications, any posts you make on the Enterprise Services or any Spokeo applications, and any comments or suggestions you send to us. For User Provided Content, we are merely hosting and providing access as well as providing tools to post and share content, and we cannot accept any liability with regard to such material (including with respect to its accuracy). While we cannot preview or monitor the User Provided Content, Spokeo may delete any content that we believe to be in violation of this Agreement. We reserve the right, but do not have the obligation, to act expeditiously to remove or disable access to any User Provided Content that we believe violates this Agreement. We are also sensitive to the copyright and other intellectual property rights of others. The decision to upload or share User Provided Content is Your responsibility and You should only submit or share User Provided Content that belongs to you (or where you have obtained all necessary permissions or consents) and that will not violate the rights of others. Be aware that copyright and other intellectual property rights will normally belong to the creator of the material in question and You should not reproduce or submit anything without permission of the owner. By submitting User Provided Content, You represent and warrant that You have the right to do so or that you have obtained any necessary third party consents (e.g., under privacy or intellectual property laws). You agree that you will be liable to us and indemnify us for any loss or damage we suffer as a result of your breach of the foregoing warranties. Upon our request You agree to furnish Spokeo with any documentation, substantiation and releases necessary and reasonably required to verify and substantiate your compliance with this provision. By submitting User Provided Content, You grant Spokeo a perpetual, transferable, sublicenseable, worldwide, royalty -free, license to host, store, copy, publish, distribute, provide access to create derivative works of, and otherwise use User Provided Content submitted by You, to the extent and in the form or context we deem appropriate on or through any media or medium and with any technology or devices now known or hereafter developed or discovered. You hereby release Spokeo from any and all claims, liens, demands, actions or suits in connection with the User Provided Content You submit, including, without limitation, any and all liability for any use or nonuse of Your User Provided Content, claims for defamation, invasion of privacy, right of publicity, emotional distress or economic loss. This license continues even if You stop using the https://www,spokeo.com/terms-of-use-enterprise 11/16 1127/22, 2:49 PM Spokeo I People Search I Terms of Use Agreement No. 6305 Enterprise Services. Spokeo may scan, image and/or create an index from the User Provided Content you submit. In this situation, you grant Spokeo a license to the User Provided Content as described above and Spokeo will own the digital version of documents created by Spokeo as well as any indexed information that Spokeo creates. Except for the rights granted in this Agreement, Spokeo acquires no title or ownership rights in or to any User Provided Content You submit and nothing in this Agreement conveys any ownership rights in such User Provided Content. The licenses granted continue for the maximum time permitted by applicable law, even if You stop using the Enterprise Services. You acknowledge and agree that Spokeo may preserve any User Provided Content and may disclose any User Provided Content (including its origin) if Spokeo believes that it is required to do so by law or that such preservation or disclosure is reasonably necessary to: (a) comply with legal process or governmental requests; (b) enforce the Agreement; (c) respond to claims that any content violates the rights of third parties; or (d) protect the rights, property, or safety of Spokeo, the Enterprise Services, other users, or the public. 16. Confidentiality a. Subscriber shall hold in confidence and shall not disclose, in whole or in part, information relating to the Enterprise Services, including, without limitation, products, systems, processes, pricing, data sources, information provided through the Enterprise Services, other technical and financial information, and any analyses, compilations, and reports derived from any of the foregoing. Except for the limited access and use rights granted herein, Spokeo retains all right, title and interest in the Enterprise Services and any information derived from it, and Subscriber is not granted any ownership rights or title thereto. 17. Termination a. Subscriber acknowledges and agrees that Spokeo, in its sole discretion, may terminate Subscriber's access to the Enterprise Services if Subscriber's conduct is found to be unlawful, inconsistent with, or in violation of, the letter or spirit of these Terms, or for any other reason. Spokeo shall not be liable to Subscriber or any third party for termination of access to the Enterprise Services. Should Subscriber object to any of these Terms, or to any subsequent modifications thereto, Subscriber's only recourse is to immediately discontinue use of the Enterprise Services. 18. Notification https://www.spokeo.com/terms-of-use-enterprise 12116 1/27/22, 2:49 PM Spokeo I People Search I Terms of Use Agreement No. 6305 a. Any notices to be given to Spokeo under these Terms shall be made in writing to legal@spokeo.com or to the following address: Spokeo, Inc. 556 S. Fair Oaks Ave. Suite # 101-179 Pasadena, CA USA 91105 b. Subscriber agrees that Spokeo can send Subscriber electronic notices to the e-mail address that Subscriber provided to Spokeo in creating Subscriber's Account or by displaying the notice on this website. Subscriber agrees that all notices, agreements, disclosures, and other communications that Spokeo provides Subscriber electronically satisfy any legal requirement that such communications be in writing. 19. Choice of Law a. The law of the state of Subscriber's residence governs this Agreement and any claim or dispute that Subscriber may have against Spokeo, without regard to that state's conflict of laws rules, to the extent that such law is not preempted by federal law. b. The United Nations Convention on Contracts for the International Sale of Goods shall have no applicability. 20. Agreement to Arbitrate. Please read this carefully. It affects your rights. a. Disputes Subject to Arbitration. Spokeo and Subscriber agree to arbitrate all disputes and claims between us, including, but not limited to: i. Claims arising out of or relating to any aspect of the relationship between us, whether based in contract, tort, statute, fraud, misrepresentation or any other legal theory; ii. Claims that arose before this or any prior agreement between us (including, but not limited to, claims relating to advertising or disclosures); and iii. Claims that may arise after the termination of this agreement. Notwithstanding the foregoing, either party may bring an individual action in small claims court, provided that it seeks relief that does not affect other Subscribers. Any dispute as to the arbitrability of claims or the scope or enforceability of this arbitration provision, or as to the interpretation of https://www.spokeo.com/terms-of-use-enterprise 13/16 1/27/22, 2:49 PM Spokeo I People Search I Terms of Use Agreement No. 6305 paragraph (20)(e) below, is for the court to decide. These Terms evidence a transaction in interstate commerce, and thus the Federal Arbitration Act governs the interpretation and enforcement of this provision. This arbitration provision shall survive termination of the agreement between us. b. Starting the Dispute -Resolution Process. A party who intends to seek arbitration must first send to the other, by certified mail, a written Notice of Dispute ("Notice"). The Notice to Spokeo should be addressed to: General Counsel, Spokeo, Inc., 556 S. Fair Oaks Ave., Suite # 101-179, Pasadena, CA USA 91105 ("Notice Address"). The Notice must (i) provide Subscriber's mailing address, phone number, and account name (if any); (ii) describe the nature and basis of the claim or dispute; and (iii) set forth the specific relief sought ("Demand"). If Spokeo and Subscriber do not reach an agreement to resolve the claim within 45 days after the Notice is received, Subscriber or Spokeo may commence an arbitration proceeding with the American Arbitration Association ("AAA"). c. Costs of Arbitration. Spokeo will pay all AAA filing, administration, and arbitrator fees for any arbitration we initiate. The payment of those fees for any arbitration that Subscriber initiates will be governed by the AAA Rules. The filing fee currently is $125 for claims for up to $10,000 in damages, but is subject to change by the AAA. However, if Subscriber initiates an arbitration in accordance with the notice requirements of paragraph (20)(b) and is seeking relief valued at $300 or less (both to Subscriber and Spokeo), Spokeo will pay all AAA filing, administration, and arbitrator fees. If Subscriber's claim is for greater than $300 but less than $10,000, Spokeo will pay all such fees in excess of $20. After Spokeo receives notice at the Notice Address that Subscriber has commenced such an arbitration, Spokeo will promptly reimburse Subscriber for any portion of the filing fee that Subscriber paid that Spokeo has agreed to pay. If the arbitrator finds that either the substance of Subscriber's claim or the relief sought in the Demand is frivolous or brought for an improper purpose (as measured by the standards set forth in Federal Rule of Civil Procedure 11(b)), then the payment of all AAA filing, administration, and arbitrator fees shall be governed by the AAA Rules, and Subscriber agrees to reimburse Spokeo for any amounts Spokeo paid on Subscriber's behalf to the AAA. d. Arbitration Procedures. The arbitrator shall be bound by the terms of this arbitration provision. The arbitration will be governed by the Commercial Arbitration Rules and the Supplementary Procedures for Consumer Related Disputes (collectively, "AAA Rules") of the AAA, as modified by this arbitration provision. The AAA Rules are available online at www.adr.org, by calling the AAA at 1-800-778-7879, or by writing to the Notice Address. The AAA shall administer the arbitration. If the AAA is unavailable, the arbitration will be administered by another arbitration provider that the parties agree to or that the court selects. Unless Spokeo and Subscriber agree otherwise, any arbitration hearings will take place in the county (or parish) of Subscriber's residence at the time of the filing of the Demand. If Subscriber brings a claim for $10,000 or less, https://www.spokeo.com/terms-of-use-enterprise 14116 1/27/22, 2:49 PM Spokeo I People Search I Terms of Use Agreement No. 6305 Spokeo agrees that Subscriber may choose whether the arbitration will be conducted solely on the basis of documents submitted to the arbitrator, through a telephonic hearing, or by an in person hearing as established by the AAA Rules. If Subscriber's claim exceeds $10,000, the right to a hearing will be determined by the AAA Rules. Arbitrators may consider but shall not be bound by rulings in prior arbitrations involving different customers. Arbitrators shall be bound by rulings in prior arbitrations involving the same customer to the extent required by applicable law. Unless the parties agree otherwise, Subscriber and Spokeo must bring all directly related claims in a single arbitration proceeding. If Subscriber or Spokeo later initiate a subsequent arbitration asserting claims that are directly related to ones that were raised in a prior arbitration between the same parties, the AAA or the arbitrator shall either (i) consolidate the subsequent arbitration with the earlier proceeding if it is ongoing or (ii) dismiss any claims raised in the subsequent arbitration that would be barred by applicable law if brought in court. Regardless of the manner in which the arbitration is conducted, the arbitrator shall issue a reasoned written decision sufficient to explain the essential findings and conclusions on which the award is based. Although under some laws Spokeo may have a right to an award of attorneys' fees and expenses if it prevails in an arbitration, Spokeo agrees that it will not seek such an award unless Subscriber is represented by an attorney and the arbitrator has determined that Subscriber's claim is frivolous or brought for an improper purpose (as measured by the standards of Federal Rule of Civil Procedure 11(b)). e. Prohibition of Class or Representative Actions and Non -Individualized Relief. SUBSCRIBER AND SPOKEO AGREE THAT EACH MAY BRING CLAIMS AGAINST THE OTHER ONLY IN ITS INDIVIDUAL CAPACITY, AND NOT AS A PLAINTIFF, CLASS MEMBER, OR PARTICIPANT IN ANY PURPORTED CLASS, REPRESENTATIVE, OR PRIVATE ATTORNEY GENERAL PROCEEDING. Further, unless both Subscriber and Spokeo agree otherwise, the arbitrator may not consolidate more than one Subscriber's claims, and may not otherwise preside over any form of a class, representative, or private attorney general proceeding. The arbitrator may award any relief that a court could award, so long as the relief is individualized to the claimant and would not affect other Enterprise Services users. Neither Subscriber nor Spokeo may seek non - individualized relief that would affect other Enterprise Services users. If a court decides that applicable law precludes enforcement of any of this paragraph's limitations as to a particular claim for relief, then that claim (and only that claim) must be severed from the arbitration and may be brought in court. f. Future Changes to Agreement to Arbitrate. Notwithstanding any provision in these Terms to the contrary, we agree that if Spokeo makes any future change to this arbitration provision (other than a change to the Notice Address, website links, or telephone numbers listed in this provision), any such changes will not affect disputes that arose before the effective date of the change 21. Severability of Provisions https:/Avww.spokeo.com/terms-of-use-enterpdse 15/16 1/27/22, 2.49 PM Spokeo I People Search I Terms of Use Agreement No. 6305 a. If any provision of these Terms is deemed unlawful, void, or unenforceable, then that provision shall be deemed severable from the remaining provisions and shall not affect their validity and enforceability. 22. Entire Agreement a. These Terms and any Spokeo policies posted on Spokeo.com constitute the entire contract between Subscriber and Spokeo and supersede all previous written or oral contracts. Except as provided in paragraph (20)(e), if any part of the Terms is held invalid or unenforceable, that portion shall be construed in a manner consistent with applicable law to reflect, as nearly as possible, the original intentions of the parties, and the remaining portions shall remain in full force and effect. Any failure by us to enforce any term of the Terms shall not affect our right to require performance at any subsequent time, nor shall the waiver by us of any breach by you of any provisions of these terms be taken to be a waiver of the provision or provisions itself. Last Updated: March 26, 2019 Email Lookup I Area Code: 2 3 4 5 6 7 8 9 Name: ABCDEFGHIJKLMNOPORSTUVWXYZ About Terms Privacy Contact Careers Help Blog Affiliates Spokeo is not a consumer reporting agency as defined by the Fair Credit Reporting Act (FCRA). Do not use this site to make decisions about employment, tenant screening, or any purpose covered by the FCRA. f in Copyright © 2006-2022 Spokeo, Inc. https://www.spokeo.com/terms-of-use-enterprise 16116