Financial Crime Check Terms, Conditions and Licence Agreement
Invoice Issue Date: calendar date on which an invoice is issued by the Licensor
Licence: Subscription contract between the Licensor and the Licensee, based on an annual period
Licence Agreement: Separate terms applicable to the Licence
Licence Fee: Cost charged to and payable by the Licensee for the Licence
Licensor: Financial Crime Check LLC
Licensed Materials: Content and functionality provided within the constraints of a Licence
Licensee: Subscriber to the Financial Crime Check site
Site: Financial Crime Check – www.financialcrimecheck.com
Terms and Conditions: Standard terms and conditions that apply to subscribers and visitors to the Site
User: Individual, authorized by the Licensee, who is provided with access by the Licensee within the constraints of the number of users available to the Licensee under the Licence Agreement
Terms and Conditions
The following terms and conditions apply over and above the terms set out in the Financial Crime Check Licence Agreement:
1. Grant of Licence
1.1 The Licensor grants to Licensee a non-exclusive, non-transferable licence to use the Licensed Materials for Licensee's own business purposes as provided for in the Licence Agreement.
1.2 Where additional users over and above the number of users provided for under the Licence Agreement are required, additional fees will apply to the Licensee, based on the Licence Agreement.
1.3 It is accepted and understood by the Licensee that the License Fee is based on the permitted use of Financial Crime Check and the Licensee shall inform the Licensor of any changes requiring the payment of new or additional License Fees.
1.4 No logon details sharing or concurrent usage of logons is permitted.
1.5 Where a deliberate, intentional and systematic attempt to share logons or attempt concurrent usage is confirmed by the Licensor, the Licensor reserves the right to cancel the licence giving 30 days notice, with the Licensee forfeiting 50% of the pro-rata remaining licence fee remaining in the current period applicable for the remaining period as specified in the Licence Agreement, where the Licence Agreement relates to the current period and the Licence Agreement has commenced.
1.6 The balance of the 50% pro-rata remaining licence fee specified in the Licence Agreement will be payable
to the Licensee within 30 days, on written request from the Licensee.
1.7 The Licensee is not permitted to copy, modify, disclose or distribute materials provided within the
constraints of this Licence except as provided in this Agreement or where explicit written permission has been provide by the Licensor.
1.8 The Licensee is not permitted to remove or change in any way the copyright applicable to any materials
provided by the Licensor.
1.9 The Licensee is not permitted to copy, modify, disclose or distribute content provided on the Site.
1.10 The Licensor reserves all rights to the Licensor’s intellectual property, and the Licensee acknowledges
the Licensor’s ownership and control of the Licensor’s intellectual property.
2.Fees, payment and invoicing
2.1 The Licensee shall pay the fees specified in the License Agreement, plus any taxes or duties which shall be payable by the Licensee in addition to or as required by applicable laws without reduction in the fees specified in the License Agreement.
2.2 Fees specified in the License agreement, and provided separately by way of invoice from the Licensor by shall paid within 30 (thirty) days of the date specified in the Licensor’s invoice (that is, the Invoice Issue Date).
2.3 The Licensor reserves the right to charge credit interest on payments not received within 30 (thirty) days of the Invoice Issue Date. The Licensor shall be entitled to charge interest on late payments at the rate of 12% per annum.
3.1 The Licensor shall provide passwords to the Licensee to enable authorised users to access the Site. The Site also permits the Licensee to manually create a password (15 characters, numbers, and symbols in length) that is suitable to them.
3.2 The Licensee is permitted to allocate passwords to the range of users provided for under the Licence Agreement, either by using the automated generation of random passwords by the Site, or alternatively manual creation of password (15 characters, numbers and symbols in length)
3.3 The Licensee shall ensure that logons and passwords are only used by authorised users approved by Licensor and are kept secure and confidential from 3rd parties.
3.4 Where the Licensee requires the Licensor to reset the password applicable to the Licensee’s designated administrator for the Licence Agreement, then the Licensor reserves the right to fully verify the Licensee’s designated administrator’s identity and authority to perform such a request.
4. Information Security and Malicious Code
4.1 The Licensor cannot and does not guarantee or warrant to the any files available for downloading through the Site or delivered via electronic mail through the Site will be free of infection or viruses, worms, Trojan horses or other code that manifest contaminating or destructive properties.
4.2 The Licensee is responsible, both to mitigate the risk outlined above but also as per good information security practices, for implementing sufficient procedures and checkpoints to satisfy their particular requirements for accuracy of data input and output, and for maintaining a means external to the Site for the reconstruction of any lost data. Similarly, the Licensee should ensure that appropriate virus, worm, Trojan horse and other malicious code detection programs are used on all hardware used and accessed by the Licensee.
5. Access to the Site
5.1 The Licensor provides no warranty to the Licensee that services generally available through the Site will be uninterrupted or error free. The Licensor agrees to use its reasonable effort to ensure that any disruptions to or a denial of access to the Site will be remedied as quickly as possible.
5.2 The Licensor shall review access to and attempts to access the Licensed Materials but will not generally monitor use of the Licensed Materials. Review of access to Licensed Materials is necessary to ensure appropriate licence usage and technical operation of Licensor's systems.
5.3 The Licensee is responsible for all activities that occur under the License Agreement.
5.4 The Licensee agrees to immediately notify the Licensor of any unauthorised use of the Licensee’s user logons and/or passwords
6. Prohibited Activities
6.1 The Licensee agrees not to:
• use any robot, spider, or other device or process to retrieve, index, or in any way reproduce or circumvent the navigational structure or presentation of the Site or the Licensed Materials;
• “frame" or "mirror" any part of the Site or the Licensed Materials without our prior written authorisation;
• use code or other devices containing any reference to the Site or the Licensed Materials to direct other persons or entities to any other web page;
• except and only to the extent permitted by law, modify, adapt, sublicense, translate, sell, reverse engineer, decipher, decompile or otherwise disassemble any portion of the Site or the Licensed Materials or cause any other person or entity to do so.
7. Site Content/Materials
7.1 The Licensor makes every effort to avoid errors in the content and materials provided on the Site, emails and in hardcopy.
7.2 The Licensor accepts no responsibility or liability for any errors and requires that the Licensee notifies the Licensor in a practical timeframe from the time the Licensee is aware of errors in content or materials on the Site, in emails and in hardcopy. All reasonable efforts will be undertaken by the Licensor to rectify errors brought to the Licensor’s attention as soon as is reasonably possible.
7.3 The Licensor shall provide to the Licensee all updates of Site, Content and Licensed Materials generally made available by the Licensor to Subscribers.
8.1 The Licensor will provide assistance on the use of the Site and content provided as part of the Licence Agreement within 24 hours of assistance being requested by the Licensee.
9. Agreement Term
9.1 This Agreement shall continue for the period identified in the Licence Agreement unless this Agreement is terminated earlier in accordance with the provisions of this Agreement. Upon expiry or termination of this Agreement, the Licensee will immediately return the Licensed Materials and any copies or derivatives of the Licensed Material, or provide written confirmation to the Licensor that all such Licensed Materials, copies or derivatives have been destroyed.
10.1 The Licensor warrants that it is incorporated in Delaware, USA and is entitled to license or sublicense the Licensed Materials.
10.2 The Licensor makes no warranties or representations with regard to any third party material (such as information sources) displayed on or made available via the Licensed Materials.
10.3 The Licensor disclaims any and all other warranties concerning the Licensed Materials or the services to be rendered by the Licensor, whether express or implied, including without limitation any warranty of satisfactory quality or fitness for a particular purpose.
10.4 The Licensor does not warrant or represent that use of the Licensed Materials will meet the Licensee's legal, business, regulatory or compliance obligations.
11.1 The Licensor's total and final liability for any and all claims by the Licensee arising in relation to this Agreement shall not exceed the Fees specified in the Licence Agreement, that have been paid by the Licensee for the current calendar period specified in the Licence Agreement, that has commenced and is therefore current.
11.2 The Licensor or the Licensee shall not be liable to one another for any direct, or any indirect loss or damage, including special, punitive or incidental loss or loss of business.
11.3 The Licensee nor its representatives shall rely upon the Licensed Materials without making independent checks to verify the information contained therein.
11.4 The Licensor makes no warranty or representation about and disclaims all liability for the accuracy, completeness, currency or lawfulness of any information originating from external Internet sites, press and public sources.
12.1 The Licensor and/or the Licensee shall not disclose confidential information belonging to the other to any third party.
12.3 The Licensee agrees not to use the Site and or Licensed Materials or any part of the data contained therein or licensed within the scope of this Agreement or the Licence Agreement for creating any information source, list, database, publication, website or any other form of collective data in either original or manipulated or transformed form for the purpose of creating any form of source, list, database, publication, website or any other form of collective data for establishing, operating or maintaining a competing service whether for internal or external use, without written approval from Licensor.
12.4 This provision shall survive termination of this Agreement for 10 years.
13.1 Licensor shall retain title to the Licensed Materials including all versions and variations, as well as all additions and changes made.
13.2 The Licensor does not provide any proprietary or financial interest to the Licensee for the Licensed Materials.
The Licensor does not provide any indemnity to the Licensee for the use and reliance upon, the Licensed Materials.
15.1 Where either the Licensor or the Licensee, party to this Agreement, materially defaults in the performance of any of its obligations, which default has not been substantially rectified within 30 (thirty) days after notice is given specifying the default, then the party not in default may by notice in writing immediately terminate this Agreement.
15.2 Either the Licensor or the Licensee may terminate this Agreement with immediate effect in the event that the other party:
• terminates or suspends its business;
• has been liquidated, voluntarily or otherwise;
• becomes subject to any bankruptcy or insolvency proceeding;
• becomes insolvent or becomes subject to direct control by a trustee, receiver or similar authority;
• transfers, assigns or otherwise conveys control of itself without the prior written consent of the other party;
15.3 Where the Licensor is subject to the events identified in 15.2, a refund to the Licensee of the pro-rated* total fee amount specified in the Licence Agreement, for the remaining period of the Licence Agreement (where the Licence Agreement relates to the current period and the Licence Agreement has commenced) will be paid by the Licensor, on written request (with 30 days notice) by the Licensee.
15.4 The Licensee will have no rights to use the Licensed Materials following expiry or termination of this Agreement.
15.5 Termination of this Agreement is without prejudice to any rights or remedies arising before termination.
16. Intellectual Property
16.1 The Licensor owns and retain all proprietary rights in and relating to the Site and the Licensed Materials. Proprietary rights in and relating to the Licensor must not be used in any way without our prior written consent.
16.2 The Licensee warrants that any Content that you post or transmit to the Licensor will not infringe the intellectual property rights of any third party.
16.3 No person or entity may use, reproduce, publish, store, modify or transmit, in any form or by any means, in whole or part, any Content posted or transmitted on the Site or in the Licensed Materials without the express written permission of the Licensor.
17. Third Party Websites and Advertising
17.1 From time to time, the Licensor may feature or display hyperlinks and pointers to websites operated by third parties. Such websites do not form part of the Licensor’s business and are not under the Licensor’s control. The Licensor does not accept any responsibility for the contents of any such hyperlink or linked website. If you link to any third party websites you leave the Site and/or the Licensed Materials entirely at your own risk.
17.2 From time to time, the Licensor may also feature or display third party advertising. By featuring or displaying such advertising, the Licensor does not in any way represent that the Licensor recommends or endorses the relevant advertiser, its products or services.
18. Changes to the Terms, Conditions and Licence Agreement
18.1 The terms, conditions and obligations in this Agreement and the Licence Agreement are subject to change at any time. 45 days written notice will be provided to Licensees of intended changes to terms, conditions and obligations in this Agreement and in the Licence Agreement
19.1 Neither the Licensor or the Licensee shall, without 30 days prior written notice and corresponding written consent by the corresponding party, assign or sublicense its rights under this Agreement nor delegate any of its obligations as specified in this Agreement.
19.2 Any waiver, amendment or modification of any provisions of this Agreement shall not be effective unless made in writing and signed by both the Licensor and the Licensee.
19.3 The Licensor and the Licensee shall not be considered as in default of any provision of this Agreement for causes beyond that party's reasonable control including, acts of god, strikes, governmental action, communications, software and power failures, earthquakes or other disasters beyond a party's reasonable control.
19.4 If any provision of this Agreement is declared or found to be invalid, illegal, unenforceable or void, then both the Licensor and the Licensee shall be relieved of their obligations arising under such provision only to that extent and the remainder of the agreement shall remain in full force and effect. Both the Licensor and the Licensee agrees that it is and will remain responsible for its own legal compliance obligations.
19.5 No action arising out of performance or non performance of this Agreement may be brought by either the Licensor or the Licensee more than 6 (six) months after such cause of action arises.
19.6 Any notices required or permitted to be sent hereunder shall be served personally or by post with confirmation of receipt to the other party's address, as provided in the Licence Agreement.
19.7 The laws of Delaware, USA shall govern this Agreement and the parties submit to the exclusive jurisdiction of the Delaware Judicial system.
19.8 This Agreement supersedes all prior proposals, understandings or agreements relating to the Licensed Materials or the subject matter hereof. This Agreement may not be modified or altered except by written instrument duly executed by both the Licensor and the Licensee.
19.9 The Licensor will ensure compliance by its employees, representatives and agents with this Agreement.
19.10 Any person or entity, or their legal representative/s, who is not a party to this Agreement, has no rights to enforce any term of this Agreement.
19.11 This Agreement may be executed in any number of counterparts, each of which when executed and delivered is an original and which together evidence this Agreement.