Last Updated: February 20, 2023
This Addendum (this “Addendum”) is between Sperta, Inc., a Delaware corporation (“Sperta”), and the Customer identified in the applicable Order Form in relation to certain software the Customer has elected to integrate with the Sperta Platform. This Addendum forms part of the Customer Agreement entered into between Sperta and Customer with respect to the Sperta Platform provided under such Customer Agreement (the “Customer Agreement”). Capitalized terms used but not defined herein will have the meanings ascribed to them in the Customer Agreement.
To the extent Customer has elected to purchase integration with the SentiLinkn services, the following terms shall apply:
- Customer Responsibilities. Customer shall: (i) provide to SentiLink all information SentiLink determines, in its discretion, necessary to provide or furnish the Service or Software in an electronic form and format approved by SentiLink (“Customer Data”); (ii) use each Service in accordance with the Specifications; (iii) comply with law, rule, regulation, ordinance, code or order applicable to the acquisition, receipt or use of the Services and the procedures set forth in the Specifications or any other literature provided to Customer by SentiLink; (iv) not use the Software in whole or in part, as a factor in determining eligibility for credit, insurance, or employment or for any other purpose contemplated by the Fair Credit Reporting Act (“FCRA”); and (v) not reverse engineer any Services, Software or application programming interface provided by SentiLink.
- By submitting Customer Data to SentiLink, Customer grants, and represents and warrants that it has all rights necessary to grant, all rights and licenses to the Customer Data required to send the Customer Data to SentiLink and for SentiLink and its subcontractors and service providers to provide the Service. SentiLink shall have no right to sublicense, sell, resell, or disclose to any third party the Customer Data, except, however, that SentiLink and its subcontractors and services providers may collect, analyze, and use data derived from or part of the Customer Data, solely for purposes of providing the Services, and analyzing, operating and improving SentiLink’s fraud detection and prevention services.
- Customer certifies its use of the Services is solely for uses permitted by the GLBA, and to protect against or prevent actual fraud, unauthorized transactions, claims or other liability.
- Intellectual Property. Customer is not acquiring a copyright, patent or other intellectual property right in any Software or Specifications, or in any data, modifications, customizations, enhancements, changes or work product related thereto.
- Customer hereby authorizes SentiLink to store and use all Customer Data provided by or on behalf of Customer and/or its customers in connection with the Services, and all information that is derived from such Customer Data, in order to provide the Services and/or Software, to create Depersonalized Information, to incorporate into its proprietary fraud prevention algorithms and models and fraud prevention services, , and to disclose or use Depersonalized Information to enhance or improve SentiLink services or products or otherwise in order to prevent fraud, provided that (i) SentiLink cleanses such Customer Data to remove Customer’s name and any NPI and otherwise renders such Customer Data unidentifiable to any person, individual, consumer, or entity and not capable of being back-derived by an expert in the field using industry knowledge and available data-analytic tools and techniques (collectively, the “Depersonalized Information” ), and (ii) the Depersonalized Information is included in a data set comprising both Depersonalized Information derived from Customer Data and the Depersonalized Information derived from other SentiLink Customers (“Aggregate Form”) such that the Depersonalized Information cannot be linked to Customer. Customer agrees that SentiLink is entitled to disclose such Customer Data and derived information to third parties in order to facilitate its cleansing, provided that any such third parties are bound by commercially reasonable confidentiality and non-disclosure restrictions. SentiLink’s rights with respect to Depersonalized Information or any data incorporated into its Services, including fraud prevention algorithms and models, under this provision shall survive the termination of the Agreement or any Service.
- Indemnification. Customer shall indemnify, defend and hold harmless SentiLink and its officers, employees, directors, agents, affiliates and shareholders, in their individual capacities or otherwise, (i) from and against any and all Claims asserted by a third party (other than an Affiliate of the Customer) against SentiLink, and (ii) from and against any damages, costs, and expenses of such third party awarded against SentiLink by a final court judgment or an agreement settling such Claims in accordance with this Section 9. As used in this Section 9, the term “Claim” means any action, litigation, or claim by a third party that result from, relate to, arise out of, or are incurred in connection with a failure to obtain all necessary consents and permissions from consumers whose personal information is being submitted to SentiLink. Customer’s obligation to indemnify SentiLink pursuant to this Section 9 shall not be deemed to limit any claim Customer may have against SentiLink for breach of its obligations under the Agreement.
- Disclaimer of Warranties. EXCEPT AS EXPRESSLY PROVIDED IN THESE GENERAL TERMS AND CONDITIONS OR AN ADDENDUM, SENTILINK DISCLAIMS ANY AND ALL WARRANTIES, CONDITIONS, OR REPRESENTATIONS (EXPRESS OR IMPLIED, ORAL OR WRITTEN) WITH RESPECT TO THE SERVICES, THIRD-PARTY SERVICES, SOFTWARE, DELIVERABLES, AND MATERIALS PROVIDED UNDER THIS AGREEMENT, INCLUDING, WITHOUT LIMITATION, ANY AND ALL IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS OR SUITABILITY FOR ANY PARTICULAR PURPOSE, OR ERROR-FREE OPERATION (WHETHER OR NOT SENTILINK KNOWS, HAS REASON TO KNOW, HAS BEEN ADVISED, OR IS OTHERWISE IN FACT AWARE OF ANY SUCH PURPOSE), WHETHER ALLEGED TO ARISE BY LAW, BY REASON OF CUSTOM OR USAGE IN THE TRADE, OR BY COURSE OF DEALING. IN ADDITION, SENTILINK DISCLAIMS ANY WARRANTY OR REPRESENTATION TO ANY PERSON OTHER THAN CUSTOMER WITH RESPECT TO THE SERVICES, THIRD-PARTY SERVICES, SOFTWARE, DELIVERABLES, EQUIPMENT, AND MATERIALS PROVIDED UNDER THIS AGREEMENT. CUSTOMER SHALL HAVE NO LIABILITY FOR ANY CLAIMS, LOSSES, OR DAMAGE CAUSED BY ERRORS OR OMISSIONS IN ANY INFORMATION PROVIDED TO SENTILINK BY CUSTOMER IN CONNECTION WITH THE DELIVERABLES OR SERVICES OR ANY ACTIONS TAKEN BY SENTILINK AT CUSTOMER’S DIRECTION. SENTILINK IS NOT A “CONSUMER REPORTING AGENCY,” AS DEFINED BY THE FCRA AND THE DELIVERABLES AND SERVICES DO NOT CONSTITUTE A “CONSUMER REPORT,” AS DEFINED BY FCRA AND SHALL NOT BE SUBJECT TO THE FCRA REQUIREMENTS RELATING TO DISPUTES, ACCESS, ACCURACY OR OTHERWISE.