Terms of Service

This Identity Verification Application and License Agreement (“Agreement”) is entered into by and between BlockScore, Inc. (“BlockScore”) and you, and your affiliates (“Customer”) on the day that your account is approved for access to the BlockScore Services by BlockScore (the “Effective Date”).

Recitals

• BlockScore has developed and implemented an online information verification and authentication system (the “BlockScore Services”) which allows its customers to verify and authenticate consumer and business information.

• Customer desires to license from BlockScore the right to use the BlockScore Services in accordance with the terms and conditions set forth herein.

NOW, THERFORE, the parties hereto, in consideration of the mutual covenants and agreements contained herein and other good valuable consideration, the receipt and sufficiency of which are hereby acknowledged, agree as follows:

1. LICENSE; SERVICES. Subject to the terms and conditions of this Agreement, BlockScore hereby grants to Customer a non-exclusive and non-transferable license to use the BlockScore Services subject to the terms of this Agreement and Customer hereby accepts such license.

2. APPLICATION INFORMATION. This Agreement is not effective until Customer has been approved by BlockScore, and the Agreement has been executed by both parties.

3. USE. Customer use of the BlockScore Services is limited to use as an end user for internal purposes in the normal course of business and will not forward send or disseminate any data from the BlockScore Services to any other party. Customer’s use of the BlockScore Services is limited to the purpose of verifying the identity and accuracy of information submitted by businesses and consumers. No other license or right to use, reproduce, translate, rearrange, modify, enhance, display, resell, lease, sublicense, merge the BlockScore Services into any other product or service has been granted under this Agreement. Customer agrees to not, transfer, dispose reverse engineer, decompile or disassemble the BlockScore Services, in whole or in part, except for the lawful purposes expressly permitted by this Agreement without the prior written permission of BlockScore. .

4. TERM. This Agreement will become effective as of the Effective Date set forth above and, unless sooner terminated as provided in this Agreement, shall continue for a period of twelve (12) months (the “Initial Term”). Thereafter, this Agreement will automatically renew for successive twelve month periods unless one of the parties has notified the other of its election to terminate the Agreement at least thirty (30) days in advance prior to the end of the then expiring term.

5. PRICING; BILLING; PAYMENT. The BlockScore Services will be provided to Customer at the prices set forth as follows:

   Plan	Per US IDV	Per US KBA	Per Non-US IDV	Per Candidate	Per Company
   Pay as you go	$0.99	$0.60	$1.99	$0.50	$4.99
   Bulk	Addendum Required	Addendum Required	Addendum Required	Addendum Required	Addendum Required

6. PRICING. The prices set forth are subject to change, from time to time upon thirty (30) days’ advance written notice to Customer, which notice will be given via e-mail at the address provided by Customer.

7. PAYMENT. Upon execution of this Agreement Customer shall provide Service Provider with a credit card on file. BlockScore accepts the following major credit cards; MasterCard, Visa, or American Express. Service Provider will collect on any invoices outstanding for more than fifteen days (15) days. Customer will be billed via e-mail on the first of each month and BlockScore shall charge Customer on the first day of each month utilizing Customer’s credit card on file with BlockScore. If Customer’s credit card on file does not accept the charge from BlockScore, then BlockScore may suspend Customer’s account until payment has been made. At its option, BlockScore may invoice customer on the first day of each month for Block Score Services delivered during the previous calendar month. All invoices are due ten (10) business days from receipt.

8. TAXES. Customer is solely responsible for payment of any taxes (including sales or use taxes, transfer taxes, excise taxes, intangible taxes, property taxes, value-added taxes, and similar taxes and duties) resulting from Customer’s use of the BlockScore Services, excluding, however, any taxes payable by BlockScore as a result of income earned. Customer shall pay any such taxes as invoiced by BlockScore. Customer shall hold harmless BlockScore from all claims and liability arising from Customer’s failure to appropriately pay such taxes.

9. CONFIDENTIALITY.

   • Customer Obligations. Each party acknowledges that the BlockScore Services, and the consumer inquiry information submitted by Customer incorporates confidential and proprietary information developed by, acquired by, or licensed to one of the parties (“ Confidential Information”). Each party will take all reasonable precautions necessary to safeguard the confidentiality of the Confidential Information and shall limit the use of the Confidential Information to the performance of duties under this Agreement and for no other purpose. Customer shall not provide, nor allow, any third-party or entity access to passwords, Neither party will make any unauthorized use of the Confidential Information or disclose, in whole or in part of the Confidential Information to any individual or entity, except to those of Customer’s employees or consultants who require access to the Confidential Information and agree to comply with the use and nondisclosure by it or any of its affiliates of the Confidential Information under this Agreement. Each party acknowledges that any unauthorized use or disclosure by of the Confidential Information may cause irreparable damage to the other party. If BlockScore becomes aware of Customer’s breach or threatened breach of this Section BlockScore may suspend any and all rights granted to Customer under this Agreement and shall be entitled to injunctive relief, without the need of posting a bond, in addition to all legal or equitable relief that may be available to BlockScore.
   • Exceptions. The confidentiality obligations set forth in this Section shall not apply, or shall cease to apply, to information which (i) was publicly available at the time of disclosure to the other party, (ii) becomes generally known to the public after disclosure to the other party, through no fault of the other party, or (iii) is disclosed under force of law, government regulation or court order.

10. INDEMNIFICATION. Customer shall indemnify and hold BlockScore, and its officers, directors, employees, and agents, harmless from and against any claims, losses, damages, liabilities, costs or expenses of any nature (including reasonable attorney’s fees) suffered or incurred by any of them to the extent that such are caused by or arise in connection with (i) any breach of Customer’s representations, warranties and covenants contained herein, and (ii) Customer’s use of the BlockScore Services.

11. CUSTOMER’S REPRESENTATIONS AND WARRANTIES.

    Customer represents and warrants to BlockScore that:

    • Customer’s use of the BlockScore Services will not violate any agreement or obligation between Customer and any third party.
    • Customer will use the BlockScore Services in compliance with Applicable Law and regulation including but not limited to all privacy law and data protection laws and the terms contained in this Agreement.
    • No information delivered by Customer to BlockScore under this Agreement will infringe on any copyright, patent, trade secret or other proprietary right held by any third party or constitutes a violation of Applicable Law.
    • When executed and delivered by Customer, this Agreement will constitute the legal, valid, and binding obligation of Customer, enforceable in accordance with its terms.
    • It shall only provide access to the BlockScore Services to those employees of Customer who have a need to know and only to the extent necessary to enable Customer to use the BlockScore Services in accordance with this Agreement.
    • It will take reasonable steps to ensure that its employees only access and use the BlockScore Services in the exercise of their official duties.
    • Customer will adhere to Data Processing Amendment and successive amendments available at https://manage.blockscore.com/legal/dpa.

12. BLOCKSCORE’S REPRESENTATIONS AND WARRANTIES.

    BlockScore represents and warrants to Customer that:

    • The license of the BlockScore Services to Customer does not violate any agreement or obligation between BlockScore and any third party.
    • The BlockScore Services will not infringe on any copyright, patent, trade secret or other proprietary right held by any third party.
    • When executed and delivered by BlockScore, this Agreement will constitute the legal, valid, and binding obligation of BlockScore, enforceable in accordance with its terms.

13. PERMITTED USES AND RESTRICTIONS.

    • Customer represents and warrants that it will not use the BlockScore Services in a way that violates: (b) the Gramm-Leach-Bliley Act, 15 U.S.C. § 6801, et seq. (“GLBA”), (c) the Driver's Privacy Protection Act, 18 U.S.C. § 2721, et. seq. (“DPPA”) and associated state laws and regulations governing the use and disclosure of drivers’ license information; or (d) any other federal, state or local statute, regulation, rule or other governmental mandate (collectively, the “Applicable Laws”).
    • Customer understands that BlockScore is not a consumer-reporting agency (“Consumer Reporting Agency”) as defined by the Fair Credit Reporting Act, 15 U.S.C. § 1681, et seq. (“FCRA”) Further, Customer hereby agrees that it will not use the BlockScore Services for any of the “permissible purposes” enumerated in the FCRA In particular, Customer agrees that it will not use any information obtained through the BlockScore Services for the purpose of serving as a factor in: (a) establishing an individual’s creditworthiness or eligibility for credit or insurance or assessing risks associated with existing credit obligations, (b) evaluating an individual for employment purposes, (c) determining an individual’s eligibility for a license or other benefit that depends on an applicant’s financial responsibility or status, or (d) for any other purpose under the FCRA. Customer agrees not to use or merge any of the BlockScore Services in the preparation of a Consumer Report or in such a manner that may cause such data to be characterized as a “Consumer Report” (as that term is defined in the FCRA). Customer shall not take any “adverse action”, against any consumer which is based in whole or in part on the BlockScore Services, (the terms "adverse action" and "consumer" as those terms are defined in the FCRA).
    • Under no circumstances may Customer use the BlockScore Services in any manner which could be considered marketing or a solicitation for products or services.
    • Under no circumstances may Customer use the BlockScore Services for any illegal or unethical purposes, including, without limitation, for the purpose of intimidating, stalking or harassing any person or entity.
    • Customer agrees and acknowledges that the BlockScore Services is and remains the exclusive property of BlockScore and that Customer has not acquired any interest, title, or right in or to the BlockScore Data except as specified herein.
    • Customer shall implement appropriate administrative, physical, technical and organizational measures, policies and procedures to protect the BlockScore Services and the information contained therein against accidental loss, unauthorized alteration, disclosure or access and other unlawful forms of processing.
    • Customer will provide all reasonable assistance to allow BlockScore to monitor and audit Customer’s compliance with this Agreement and to otherwise enable BlockScore to comply with its obligations to third parties(including but not limited to government agencies and data providers).

14. FORCE MAJEURE.

    To the extent one of the parties hereto is prevented from performing any of its obligations hereunder due to circumstances reasonably beyond its control (including, but not limited to, the action or inaction of any governmental, civil or military authority; outages, a strike, lockout or other labor dispute; or a fire, flood, war, riot, theft, earthquake or other natural disaster, acts of terrorism or other civil disturbance), such party shall not be liable to the other party for any losses or damages arising out of such non-performance. In the event a party hereto is prevented from meeting its obligations by such unforeseen circumstances, and such party is unable to provide assurances that recovery will occur within fifteen (15) days, or recovery fails to occur the same to the other party, and no party shall be liable to any other arising out of such termination, except for obligations existing prior to such termination. The provision of the BlockScore Services may be contingent on data sources supplied by third parties, including government agencies and the BlockScore Services may need to be unilaterally amended at any time without prior notice if necessary to comply with such third party obligations.

15. NOTICES.

    Any notice or correspondence required or permitted to be given or forwarded hereunder or by law shall be effective on receipt and shall be considered properly given if in writing and delivered personally, sent electronically via email, faxed, or sent by any commercially reasonable means or receipted delivery, addressed, with respect to Customer, to the address of Customer most recently provided in writing to BlockScore, and with respect to BlockScore, via US mail, overnight packages and email to the address of BlockScore appearing on its web site at the time of such notice.

16. TERMINATION.

    BlockScore shall have the right to terminate this Agreement prior to expiration of its term upon thirty (30) days prior written notice. Upon termination of this Agreement, all license rights granted to Customer hereunder will terminate and all unpaid fees shall be due and payable immediately.

17. OWNERSHIP.

    All trademarks, service marks, patents, copyrights, trade secrets, know-how, and other proprietary rights in or related to the BlockScore Services, or otherwise used to perform services for Customer (or any of its affiliates) hereunder, are and will remain the sole and exclusive property of BlockScore, whether or not specifically recognized or perfected under Applicable Law. BlockScore shall own all rights, title and interest, including all intellectual property rights, in and to any improvements to the existing BlockScore Services or any new programs, upgrades, modifications or enhancements developed by BlockScore in connection with rendering any services to Customer (or any of its affiliates), even when refinements and improvements result from Customer’s request. To the extent, if any, that ownership in such refinements and improvements does not automatically vest in BlockScore by virtue of this Agreement or otherwise, Customer hereby transfers and assigns (and, if applicable, shall cause its affiliates to transfer and assign) to BlockScore all rights, title, and interest which Customer or any of its affiliates may have in and to such refinements and improvements.

18. LIMITATION OF LIABILITY.

    Neither party shall be liable to the other party hereto or to any third party for any incidental, consequential, or special damages of any kind or nature, including without limitation, lost profits, loss of data, or frustration of business expectations, whether arising out of such party’s breach of contract, breach of warranty, negligence, or otherwise (even if such party has been advised of the possibility of such loss or damage). Neither party shall assert any such claim against the other or its subsidiaries or affiliated companies or their respective officers, directors, or employees. BlockScore’ s maximum liability hereunder for any claims whatsoever is expressly limited to the amount paid under this Agreement by Customer to BlockScore during the 3-month period immediately preceding the cause giving rise to the claim, if any. No claim may be brought by Customer or any of its affiliates under this Agreement more than one year after the facts giving rise to the claim.

19. DISCLAIMER OF WARRANTIES.

    Except as otherwise specifically provided herein, the BlockScore Services are provided hereunder by BlockScore “as is” without warranty of any kind. Except as otherwise specifically provided herein, to the maximum extent permitted by law, BlockScore expressly disclaims any and all warranties, conditions, representations, and guarantees with respect to the BlockScore Services, whether express or implied, arising by law, custom, prior oral or written statements, or otherwise, including, without limitation, any warranty or merchantability, fitness for a particular purpose or non-infringement. BlockScore makes no representation or other affirmation of fact, including, without limitation, statements regarding accuracy, completeness correctness, capacity, suitability for use or performance of the BlockScore Services, whether made by employees of BlockScore or otherwise, which is not contained in this Agreement, shall be deemed to be a warranty by BlockScore for any purpose, or give rise to any liability of BlockScore whatsoever.

20. GOVERNING LAW; VENUE.

    This Agreement shall be governed by and construed in accordance with the laws of the State of California, without reference to any jurisdiction’s conflict of laws principles, and all proceedings relating to the subject matter hereof shall be maintained exclusively in the courts situated in San Francisco, California. Customer hereby consents to personal jurisdiction and venue therein and hereby waives any right to object to personal jurisdiction or venue.

21. ATTORNEY FEES.

    In the event either party hereto shall resort to legal action for the redress of a breach of this Agreement, the prevailing party shall be entitled to an award of all costs and reasonably attorney fees.

22. WAIVER.

    No provision of this Agreement shall be deemed waived, amended or modified by either party, unless such waiver, amendment or modification is in writing and signed by the party against whom enforcement of such waiver, amendment or modification is sought. The failure of a party to enforce at any time any of the provisions of the Agreement, or the failure to require at any time performance by one of both of the parties of any of the provisions of the Agreement, shall in no way be construed to be a present or future waiver of such provisions, nor in any way affect the ability of a party to enforce each and every such provision thereafter.

23. ASSIGNMENT.

    The Agreement shall inure to the benefit of, and shall be binding upon, both parties and their respective successors and permitted assigns. Neither party may assign or delegate this Agreement or any of its rights or duties under this Agreement without the prior written consent of the other party except to a party into which it has merged or which has otherwise succeeded to all or substantially all of the assets or equity securities of the assignor, and which has assumed in writing or by operation of law, the assignor’s obligations under this Agreement.

24. INVALID PROVISIONS; SEVERABILITY.

    Any provision of this Agreement which is prohibited and unenforceable in any jurisdiction shall, as to such jurisdiction, be ineffective to the extent of such prohibitive or enforceability without invalidating the remaining provisions in any other jurisdiction.

25. ENTIRE AGREEMENT; GENERAL.

    This Agreement represents the complete understanding and agreement of the parties hereto with respect to the subject matter hereof and supersedes any prior of contemporaneous agreements, whether written or oral, between the parties. This Agreement may not be modified or amended, except by a written instrument executed by each of the parties hereto. This Agreement is for the sole benefit of the parties hereto and is not for the benefit of any third party The parties hereto shall be deemed to be independent contractors hereunder, and as such, neither party shall be, nor hold itself out to be, an employee or agent of the other party. The language used in this Agreement shall be deemed to be language chosen by both parties hereto to express their mutual intent, and no rule or strict construction against either party shall apply to licenses granted herein or to any term or condition of this Agreement. This Agreement may be executed in any number of counterparts, each of which when executed shall constitute a duplicate original, but all the counterparts shall together constitute the one Agreement. Transmission of an electronic counterpart signature for this Agreement by any such electronic method as is established by BlockScore shall take effect as delivery of an executed counterpart of this Agreement.