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SUBSCRIBER SERVICE AGREEMENT
This Agreement is entered into between choice point services inc., American DataBank LLC ("ADB" affiliate),  and subsidiaries ("CPS"), and the entity first set forth on the reverse hereof ("Subscriber"). The Services provided herein are governed by the Individual Reference Service Group Industry Principles ("IRSG Principles"). The parties agree as follows:
1. SERVICE. ADB provide nationwide public record information, document retrieval and related services ("Services") using its proprietary databases and information obtained from third parties ("Third Parties"). Subscriber hereby subscribes to Services for use as a factor in making its business decisions and agrees to pay to ADB the applicable rates and charges set forth herein.
2. PERFORMANCE. ADB (CPS) will use reasonable efforts to deliver Services requested by Subscriber and to access, update, augment and maintain its compilation of information gathered from selected public records and other sources used in the provision of Services hereunder. Subscriber accepts all information "AS IS."
3. CHARGES TO SUBSCRIBER. For each response to a request for information, including "no record found," Subscriber agrees to pay to ADB the applicable charge then prevailing for Services rendered to Subscriber. Subscriber shall pay to ADB prices as updated from time to time through on line announcements, Subscriber Bulletins, and published price schedules. All current and future ADB pricing documents are deemed incorporated herein.
4. SUBSCRIBER USE LIMITATIONS. Subscriber acknowledges that CPS and/or Third Parties retain all right, title and interest under applicable contractual, copyright and related laws in the databases and materials contained therein used to provide Services hereunder, and Subscriber shall use such materials consistent with such right, title and interest and notify ADB (CPS) of any threatened or actual infringement thereof. Subscriber shall notify ADB (CPS) immediately of any changes to the information on Subscriber's application for Services. Subscriber shall at no time represent that it is the authorized agent or representative of CPS and ADB.
5. SUBSCRIBER USE LIMITATIONS - END USER. Subscriber acknowledges that this Agreement grants Subscriber a limited license in exchange for payment of the fees and charges set forth herein, and Subscriber shall not reproduce, retransmit, republish or otherwise transfer for commercial purpose any information that Subscriber receives from Services, except to employees whose duties reasonably relate to the legitimate business purposes for which the information is requested. Subscriber warrants that it is the end user of the information. Subscriber agrees to limit use and dissemination of information from Services solely to use(s) set forth under Business Use(s) on the reverse hereof. Uses outside of the normal course of business include without limitation: accessing or using information on public figures, including names in the news, media personalities, politicians, etc., unless used for the completion of a business transaction. Resellers or information brokers are NOT permitted to access Services under this Agreement. If you are a Reseller or an information broker, you must register with CPS.
6. SUBSCRIBER USE LIMITATIONS - FAIR CREDIT REPORTING ACT. Subscriber agrees not to use any CPS data, which is the subject of this Agreement, for consumer credit purposes, consumer insurance underwriting, employment purposes, tenant screening purposes, or for any other purpose(s) covered by the federal Fair Credit Reporting Act (15 U.S.C. Sec. 1681 et seq.) or similar state statute.
7. SUBSCRIBER USE LIMITATIONS    IRSG APPROPRIATE USES. Subscriber understands and acknowledges that the Services are governed by the IRSG Principles, a copy of which may be obtained from ADB or its web site, and that compliance to IRSG Principles extends to the Subscriber. Subscriber also understands and acknowledges that ADB (CPS) has identified industry specific appropriate uses for which its Services are to be used. Subscriber hereby agrees to state its appropriate use for any requested on line information, prior to accessing it, to limit its use to those stated purposes, and to take appropriate measures so as to protect against the misuse of ADB's (CPS') Services. Failure to do so will result in termination of this Agreement by CPS and ADB.
8. SUBSCRIBER USE LIMITATIONS   PHYSICIAN (MD & DO) DATA. (Not applicable to this agreement) Subscriber acknowledges that certain physician data licensed by this Agreement has been licensed from third party suppliers, including the American Medical Association (collectively referred to in this section as "Suppliers"). In consideration of the receipt of data from Suppliers, Subscriber's use of data is subject to the following terms and conditions in addition to those of the Agreement:
 a. Subscriber agrees that Suppliers data represents proprietary and confidential data and material and that Suppliers reserve all rights, title and interest under applicable copyright and related laws in the databases and materials contained therein used to provide Services hereunder. Subscriber shall use such materials consistent with such right, title and interest and notify CPS of any threatened or actual infringement thereof. Subscriber further acknowledges that this Agreement grants a limited license in exchange for payment of the fees and charges set forth in section 3 hereof.
 b. Subscriber agrees that: (i.) Suppliers' data will be treated with total confidentiality; (ii.) Suppliers' data is granted solely to Subscriber and is granted as a non-exclusive limited license solely for purposes of credentials verification; (iii.) Suppliers data will be used one time only, to support a single decision making process, to include but not be limited to provider enrollment, claims administration, investigation of fraud or provider selection. Suppliers' data may be routed or filed, via paper or electronically, so that Subscriber, members of its organization, its customers or its suppliers may carry out their role in implementing the decision making process for which Suppliers' data was obtained to support. (iv.) Suppliers' data shall not be merged or revised with any non Supplier data in a manner that allows the source of the data, as indicated in the data deliverable, to be obscured. (v.) Suppliers' data shall not be released, copied, extracted or otherwise usurped for use by any other party, entity, organization or government agency for any use outside of supporting the decision making process for which the data was acquired. (vi.) Subscriber will comply with all laws applicable to the use of Suppliers data and shall not use such data in any way which violates any rights of any person such as, for purposes of illustration and not as a limitation, a person's privacy rights. (vii.) Upon a breach of any of the foregoing covenants by Subscriber, such license to use and possess such data shall be automatically and immediately terminated and such data shall be destroyed or returned to the Supplier(s) immediately, but in no event later than 48 hours after such automatic termination.
 c. Subscriber agrees that it will only use the data to verify credentials or further identify the subject of the report and that it will not order or use the data in whole or in part to determine eligibility for credit, employment, or insurance or any other purpose identified by or regulated under the federal Fair Credit Reporting Act, 15 USC 1681 et seq.
 d. Subscriber agrees that it will not use the data for "credentialing" physicians. "Credentialing" shall mean the process by which a healthcare delivery organization grants authorization to a physician through its governing body to provide specific patient care and treatment services within defined limits, based on an individual's license, education, training, experience, competence, health status, and judgment; or the process by which a government agency or managed care organization authorizes, contracts with, or employs physicians who are licensed to practice independently, to provide services to its participants, based on an individual's license, education, training, experience, competence, health status, and judgment.
 e. The data will be used as lead information only. If any type of adverse action is to be taken against the subject of the report, as a result of using the data contained in the report, the information obtained from the data must be verified by the reporting source prior to the adverse action.
 f. Subscriber agrees that it is not an individual who works directly for or on behalf of the media, or are is not an individual working in an organization for or on behalf of the media, which would use the data for the purpose of verifying and/or discovering physician data solely in connection with the prevention, detection, documentation of fraud or evaluation of legal or insurance claims for fraud.
 g. Subscriber agrees that Suppliers data will not be: (i.) Made available for use in connection with the dissemination of distasteful materials, (ii.) Made available for use in connection with materials which might imply, through copy or layout, Suppliers' endorsement of an organization, its products or Services, (iii.) Made available for any communication that would tend to mislead, misinform or deceive, (iv.) Used for statistical counts, tables or presentation of physician statistics that are used for planning or research purposes, (v.) Made available for membership solicitations, (vi.) Made available for any fundraising purposes by any individual organization, (vii.) Made available for use by Subscriber, the organization, any individual, entity, other organization or government agency to establish or enhance a database where the data is accessible for reuse without permission of Suppliers, and (viii.) Made available for the practice of classifying a physician included in Suppliers' data along ethnic and/or religious lines, unless such classification is specifically germane to the practice of medicine.
9. PAYMENT OF FEES. Subscriber shall pay ADB a monthly Service charge of $00 (which is subject to change per section 3) for each open Subscriber account, regardless of activity and in addition to fees incurred through individual Services rendered, such as search and per record charges. Subscriber shall be responsible for payment for all Services obtained through Subscriber's access identification code.  Payment by Subscriber is due and payable ten (10) days from the date of invoice. If payments are past due more than ten (10) days from the date of invoice, ADB may interrupt Service. If payments are past due more than 25 days, ADB may terminate this Agreement. Subscriber is responsible for payment of all collection costs and attorney fees incurred by ADB through its efforts to collect on balance(s) owed by subscriber. All remittances shall be sent to American DataBank, 820 16th Street  Suite 870, Denver,  CO 80202. Phone 303-573-1130, Fax 303-573-1779
10. TERM OF CONTRACT. This Agreement may be terminated by three (3) days' written notice from either party to the other except as otherwise provided for under section 12.
11. NEGATION OF LIABILITY/WARRANTY. NEITHER CPS, ADB NOR THIRD PARTIES SHALL BE LIABLE TO SUBSCRIBER OR TO ANY PERSON CLAIMING THROUGH SUBSCRIBER OR TO WHOM SUBSCRIBER MAY HAVE PROVIDED SERVICE RELATED DATA FOR ANY LOSS OR INJURY ARISING OUT OF OR CAUSED IN WHOLE OR IN PART BY CPS', ADB'S OR THIRD PARTIES' NEGLIGENT ACTS OR OMISSIONS IN PROCURING, COMPILING, COLLECTING, INTERPRETING, REPORTING, COMMUNICATING, OR DELIVERING SERVICES OR IN OTHERWISE PERFORMING THIS AGREEMENT. SUBSCRIBER ACKNOWLEDGES THAT EVERY BUSINESS DECISION INVOLVES ASSUMPTION OF A RISK, AND THAT NEITHER CPS, ADB NOR ANY THIRD PARTY UNDERWRITES THAT RISK IN ANY MANNER WHATSOEVER. IF, NOTWITHSTANDING THE FOREGOING, LIABILITY CAN BE IMPOSED ON CPS, ADB OR A THIRD PARTY, THEN SUBSCRIBER AGREES THAT CPS' ADB'S AND/OR THIRD PARTIES' AGGREGATE LIABILITY FOR ANY AND ALL LOSSES OR INJURIES ARISING OUT OF ANY ACT OR OMISSION OF CPS, ADB AND/OR THIRD PARTIES IN CONNECTION WITH ANYTHING TO BE DONE OR FURNISHED UNDER THIS AGREEMENT, REGARDLESS OF THE CAUSE OF THE LOSS OR INJURY (INCLUDING NEGLIGENCE) AND REGARDLESS OF THE NATURE OF THE LEGAL OR EQUITABLE RIGHT CLAIMED TO HAVE BEEN VIOLATED, SHALL NEVER EXCEED THE COST OF THE SERVICE OR SERVICES TO WHICH A GIVEN CLAIM RELATES AND WHICH WAS CHARGED TO SUBSCRIBER, AND SUBSCRIBER COVENANTS AND PROMISES THAT IT WILL NOT SUE CPS, ADB AND/OR THIRD PARTIES FOR AN AMOUNT GREATER THAN SUCH SUM EVEN IF CPS, ADB AND/OR THIRD PARTIES WERE ADVISED OF THE POSSIBILITY OF SUCH DAMAGES AND THAT IT WILL NOT SEEK PUNITIVE DAMAGES IN ANY SUIT AGAINST CPS, ADB AND/OR THIRD PARTIES, ALL IN CONSIDERATION OF THE RECEIPT BY SUBSCRIBER OF SERVICES AT THE RATES CHARGED BY ADB(CPS) HEREUNDER, WHICH ARE FAR LOWER THAN WOULD BE AVAILABLE TO SUBSCRIBER ABSENT THE WAIVERS AND DISCLAIMERS CONTAINED HEREIN. CPS, ADB AND THIRD PARTIES DO NOT MAKE AND HEREBY DISCLAIM ANY WARRANTY, EXPRESS OR IMPLIED. CPS, ADB AND/OR THIRD PARTIES DO NOT GUARANTEE OR WARRANT THE CORRECTNESS, COMPLETENESS, CURRENTNESS, MERCHANTABILITY, OR FITNESS FOR A PARTICULAR PURPOSE OF THE SERVICES OR THE COMPONENTS THEREOF. IN NO EVENT SHALL CPS, ADB OR THIRD PARTIES BE LIABLE FOR ANY DIRECT, INCIDENTAL OR CONSEQUENTIAL DAMAGES, HOWEVER ARISING, INCURRED BY SUBSCRIBER FROM RECEIPT OR USE OF INFORMATION DELIVERED HEREUNDER, OR THE UNAVAILABILITY THEREOF.
12. INDEMNIFICATION. Subscriber hereby agrees to protect, indemnify, defend and hold harmless CPS, ADB and all Third Parties from and against any and all costs, claims, demands, damages, losses and liabilities (including actual attorneys' fees) arising from or in any way related to use of information by Subscriber (or any third party receiving such information from or through Subscriber) furnished by or through CPS and ADB to the extent such costs, claims, demands, damages, losses or liabilities (including actual attorneys' fees) do not result from the grossly negligent acts or omissions of CPS, ADB or Third Parties. Provisions hereof related to release of claims, indemnification, use of information and data, payment for Services and disclaimer of warranties shall survive any termination of this Agreement.
13. SUBSCRIBER CREDIT INFORMATION. By executing this Agreement, Subscriber acknowledges and agrees that its consumer credit report(s) may be requested by ADB (CPS) in accordance with the federal Fair Credit Reporting Act from one or more consumer reporting agencies in connection with this application. Subsequent consumer credit reports may be required or used by ADB (CPS) in connection with any update, renewal or extension of credit to Subscriber. Upon request, Subscriber will be informed whether any consumer credit report was requested and the name and address of the consumer reporting agency that furnished the report to ADB (CPS).
14. AUDIT. Subscriber understands and agrees that in order to ensure compliance with IRSG Principles and applicable law, CPS or ADB will conduct periodic reviews of Subscriber activity and may, on a random basis, contact Subscriber to provide documentation of executed searches.  CPS and ADB shall also investigate all legitimate reports of abuse or misuse of ADB (CPS) Services by our Subscribers or others. Subscriber agrees to cooperate fully with any and all investigations. Violations discovered in any review by CPS and ADB will be subject to immediate action including, but not limited to, termination of the account, legal action, and/or referral to federal or state regulatory agencies.
15. AGREEMENT ENTIRETY. This Agreement, as amended, sets forth the entire understanding and agreement between CPS, ADB and Subscriber regarding the subject matter herein and supersedes any prior or contemporaneous oral or written agreements or representations, except that access to and use of Third Party services may be governed by terms and conditions different than or in addition to those herein. By receipt of Services, Subscriber agrees to, and shall comply with, such different and/or additional terms of Third Parties and such changes to this Agreement as CPS and ADB shall make from time to time by notice to Subscriber via on line click wrap amendments or agreement. This Agreement shall be interpreted in accordance with the laws of the State of Georgia. Violation by Subscriber of state or federal laws, IRSG Principles, or CPS'or ADB's or Third Parties' established policies and procedures, such as abuse of Services by media subscribers, may result in immediate termination of this Agreement in CPS'and ADB's sole discretion.